ex4-1.htm


    Exhibit
4.1

     

     

     

     

     

     

     

     

     

    RIGHTS
AGREEMENT

     

    dated as
of April 16, 2010

     

    between

     

    CASEY’S
GENERAL STORES, INC.

     

    and

     

    COMPUTERSHARE
TRUST COMPANY, N.A.,

     

    as Rights
Agent

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    Table of Contents

     

     Page

     

    
      
        	
                SECTION 1.

              	
                Certain Definitions

              	
                1

              
	
                SECTION 2.

              	
                Appointment of Rights Agent

              	
                8

              
	
                SECTION 3.

              	
                Issue of Rights and Right
    Certificates

              	
                8

              
	
                SECTION 4.

              	
                Form of Right Certificates

              	
                11

              
	
                SECTION 5.

              	
                Execution, Countersignature and
      Registration

              	
                11

              
	
                SECTION 6.

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

              	
                12

              
	
                SECTION 7.

              	
                Exercise of Rights; Expiration Date of
      Rights

              	
                13

              
	
                SECTION 8.

              	
                Cancelation and Destruction of Right
      Certificates

              	
                15

              
	
                SECTION 9.

              	
                Reservation and Availability of Preferred
      Shares

              	
                15

              
	
                SECTION 10.

              	
                Preferred Shares Record Date

              	
                16

              
	
                SECTION 11.

              	
                Adjustments in Rights After There Is an Acquiring
      Person; Exchange of Rights for Shares; Business
      Combinations

              	
                17

              
	
                SECTION 12.

              	
                Certain Adjustments

              	
                21

              
	
                SECTION 13.

              	
                Certificate of Adjustment

              	
                22

              
	
                SECTION 14.

              	
                Additional Covenants

              	
                23

              
	
                SECTION 15.

              	
                Fractional Rights and Fractional
    Shares

              	
                23

              
	
                SECTION 16.

              	
                Rights of Action

              	
                25

              
	
                SECTION 17.

              	
                Transfer and Ownership of Rights and Right
      Certificates

              	
                25

              
	
                SECTION 18.

              	
                Right Certificate Holder Not Deemed a
      Shareholder

              	
                26

              
	
                SECTION 19.

              	
                Concerning the Rights Agent

              	
                26

              
	
                SECTION 20.

              	
                Merger or Consolidation or Change of Rights
      Agent

              	
                27

              
	
                SECTION 21.

              	
                Duties of Rights Agent

              	
                27

              
	
                SECTION 22.

              	
                Change of Rights Agent

              	
                30

              
	
                SECTION 23.

              	
                Issuance of Additional Rights and Right
      Certificates

              	
                31

              
	
                SECTION 24.

              	
                Redemption and Termination

              	
                32

              
	
                SECTION 25.

              	
                Notices

              	
                32

              
	
                SECTION 26.

              	
                Supplements and Amendments

              	
                33

              
	
                SECTION 27.

              	
                Successors

              	
                34

              
	
                SECTION 28.

              	
                Benefits of Rights Agreement; Determinations and
      Actions by the Board, etc

              	
                34

              
	
                SECTION 29.

              	
                Severability

              	
                34

              
	
                SECTION 30.

              	
                Governing Law

              	
                35

              
	
                SECTION 31.

              	
                Counterparts; Effectiveness

              	
                35

              
	
                SECTION 32.

              	
                Descriptive Headings            

              	
                35

              
	SECTION 33. 	Force Majeure 	35


      

    

     

    Exhibits

     

    A      Form of Articles of
Amendment

    B      Form of Right
Certificate

    C      Summary of
Rights

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        Table of
Contents 

      

    

     

     

    


    RIGHTS AGREEMENT dated as of April 16,
2010 (the “Rights
Agreement”), between CASEY’S GENERAL STORES, INC., an Iowa
corporation (the “Company”), and
COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company, as
Rights Agent (the “Rights
Agent”).

     

     

    The Board of Directors of the
Company (the “Board”) has
authorized and declared a dividend of one Right (as hereinafter defined) for
each share of Common Stock, no par value per share, of the Company (the “Common Stock”)
outstanding at the Close of Business (as hereinafter defined) on April 26, 2010
(the “Record
Date”), and has authorized the issuance of one Right (as such number may
hereafter be adjusted pursuant to the provisions of this Rights Agreement) with
respect to each share of Common Stock that shall become outstanding (whether
originally issued or delivered from the Company’s treasury) between the Record
Date and the earliest of the Distribution Date, the Redemption Date or the
Expiration Date (as such terms are hereinafter defined); provided, however, that Rights
may be issued with respect to shares of Common Stock that shall become
outstanding after the Distribution Date (whether originally issued or delivered
from the Company’s treasury) and prior to the earlier of the Redemption Date or
the Expiration Date only in accordance with the provisions of
Section 23.  Each Right shall initially represent the right to
purchase one one-thousandth (1/1,000th) of a share of Series A Serial Preferred
Stock, no par value per share, of the Company (the “Preferred Shares”),
having the powers, rights and preferences set forth in the Articles of Amendment
attached hereto as Exhibit A.

     

    Accordingly, 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 Rights Agreement, the following terms have the meanings
indicated:

     

    “Acquiring Person”
shall mean any Person who or which, alone or together with all Affiliates and
Associates of such Person, shall be the Beneficial Owner of more than 15% of the
Common Shares then outstanding, but not including (a) the Company, any
Subsidiary of the Company, any employee benefit or compensation plan of the
Company or of any of its Subsidiaries or any Person organized, appointed or
established by the Company and holding Common Shares for or pursuant to the
terms of any such employee benefit or compensation plan or (b) any such
Person who or which, alone or together with all Affiliates and Associates of
such Person, has become and is the Beneficial Owner of more than 15% of the
Common Shares at the time outstanding solely as the result of (i) a change
in the aggregate number of Common Shares outstanding since the last date on
which such Person acquired Beneficial Ownership of any Common Shares or
(ii) the acquisition by such Person or one or more of its Affiliates or
Associates of Beneficial Ownership of additional Common Shares if the Board
determines that such acquisition was made in good faith without the knowledge by
such Person or one or more of its Affiliates or Associates that such Person
would thereby become an Acquiring Person, which determination of the Board shall
be conclusive and binding on such Person, the Rights Agent, the holders of the
Rights and all other Persons.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
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    Notwithstanding
clause (b)(ii) of the prior sentence, if any Person that is not an Acquiring
Person due to such clause (b)(ii) does not reduce its percentage of
Beneficial Ownership of Common Shares to 15% or less by the Close of Business on
the tenth calendar day after notice from the Company (the date of notice being
the first day) that such Person’s Beneficial Ownership of Common Shares would
make it an Acquiring Person, such Person shall, at the end of such ten calendar
day period, become an Acquiring Person (and such clause (b)(ii) shall no longer
apply to such Person).

     

    “Affiliate” and “Associate”, when used
with reference to any Person, shall have the respective meanings ascribed to
such terms in Rule 12b-2 of the General Rules and Regulations under the
Exchange Act, as in effect on the date of this Rights Agreement.

     

    “Articles of
Amendment” shall mean the Articles of Amendment of the Company relating
to the Preferred Shares, substantially in the form of Exhibit A
hereto.

     

    A Person shall be deemed the “Beneficial Owner” of,
and shall be deemed to “Beneficially Own”,
and shall be deemed to have “Beneficial Ownership”
of, any securities:

     

    (a)  which such Person or any
of such Person’s Affiliates or Associates is deemed to “Beneficially Own”
within the meaning of Rule 13d-3 of the General Rules and Regulations under
the Exchange Act, as in effect on the date of this Rights
Agreement;

     

    (b)  which such Person or any
of such Person’s Affiliates or Associates has, directly or indirectly:
(i) the right to acquire (whether such right is exercisable immediately or
only after the passage of time) pursuant to any agreement, arrangement or
understanding (written or oral), 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 under this clause (i) to be the Beneficial Owner
of, or to Beneficially Own, or to have Beneficial Ownership of, any 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 thereunder or cease to be
subject to withdrawal by the tendering security holder; or (ii) the right
to vote or dispose of, including pursuant to any agreement, arrangement or
understanding (written or oral); provided, however, that a
Person shall not be deemed under this clause (ii) to be the Beneficial
Owner of, or to Beneficially Own, or to have Beneficial Ownership of, any
security if (A) the agreement, arrangement or understanding (written or
oral) to vote such security arises solely from a revocable proxy or consent
given to such Person in response to a public proxy or consent solicitation made
generally to all holders of Common Shares of the Company pursuant to, and in
accordance with, the applicable rules and regulations under the Exchange Act and
(B) the beneficial ownership of such security is not also then reportable
on Schedule 13D or 13G under the Exchange Act (or any comparable or
successor report);

     

     

    
      
        
        

      

      
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    (c)  which are Beneficially
Owned, directly or indirectly, by any other Person (or an Affiliate or Associate
thereof) with which such Person (or any of such Person’s Affiliates or
Associates) has (i) any agreement, arrangement or understanding (written or
oral) for the purpose of acquiring, holding, voting (except pursuant to a
revocable proxy as described in the proviso to clause (b)(ii) of this
definition) or disposing of any voting securities of the Company or
(ii) any agreement, arrangement or understanding (written or oral) to
cooperate in obtaining, changing or influencing the control of the Company;
or

     

    (d)  which are the subject
of, or the reference securities for, or that underlie, any Derivative Interest
of such Person or any of such Person’s Affiliates or Associates, with the number
of Common Shares deemed Beneficially Owned being the notional or other number of
Common Shares specified in the documentation evidencing the Derivative Interest
as being subject to be acquired upon the exercise or settlement of the
Derivative Interest or as the basis upon which the value or settlement amount of
such Derivative Interest is to be calculated in whole or in part or, if no such
number of Common Shares is specified in such documentation, as determined by the
Board in its sole discretion to be the number of Common Shares to which the
Derivative Interest relates.

     

    Notwithstanding
the foregoing, nothing contained in this definition shall cause a Person to be
deemed the “Beneficial
Owner” of, or to “Beneficially Own”, or
to have “Beneficial
Ownership” of, securities (A) if the Person is ordinarily engaged in
business as an underwriter of securities and has acquired such securities in a
bona fide firm commitment underwriting pursuant to an underwriting agreement
with the Company or (B) if such Person is a “clearing agency” (as defined in
Section 3(a)(23) of the Exchange Act) and has acquired such securities solely as
a result of such status.

     

    “Board” shall have the
meaning set forth in the introductory paragraph of this Rights
Agreement.

     

    “Book Value”, when
used with reference to Common Shares issued by any Person, shall mean the amount
of equity of such Person applicable to each Common Share, determined (a) in
accordance with generally accepted accounting principles in effect on the date
as of which such Book Value is to be determined, (b) using all the
consolidated assets and all the consolidated liabilities of such Person on the
date as of which such Book Value is to be determined, except that no value shall
be included in such assets for goodwill arising from consummation of a business
combination, and (c) after giving effect to (i) the exercise of all
rights, options and warrants to purchase such Common Shares (other than the
Rights), and the conversion of all securities convertible into such Common
Shares, that have an exercise or conversion price, per Common Share, which is
less than such Book Value before giving effect to such exercise or conversion
(whether or not exercisability or convertibility is conditioned upon occurrence
of a future event), (ii) all dividends and other distributions on the
capital stock of such Person declared prior to the date as of which such Book
Value is to be determined and to be paid or made after such date, and
(iii) any other agreement, arrangement or understanding (written or oral),
or transaction or other action contemplated prior to the date as of which such
Book Value is to be determined that would have the effect of thereafter reducing
such Book Value.

     

     

     

    
      
        
        

      

      
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    “Business Combination”
shall have the meaning set forth in Section 11(c)(i).

     

    “Business Day” shall
mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in the Commonwealth of Massachusetts are authorized
or obligated by law or executive order to close.

     

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

     

    “Common Shares”, when
used with reference to the Company prior to a Business Combination, shall mean
the shares of Common Stock or any other shares of capital stock of the Company
into which the Common Stock shall be reclassified or changed.  “Common Shares”, when
used with reference to any Person (other than the Company prior to a Business
Combination), shall mean shares of capital stock of such Person (if such Person
is a corporation) of any class or series, or units of equity interests in such
Person (if such Person is not a corporation) of any class or series, the terms
of which do not limit (as a maximum amount and not merely in proportional terms)
the amount of dividends or income payable or distributable on such class or
series or the amount of assets distributable on such class or series upon any
voluntary or involuntary liquidation, dissolution or winding up of such Person
and do not provide that such class or series is subject to redemption at the
option of such Person, or any shares of capital stock or units of equity
interests into which the foregoing shall be reclassified or changed, and if
there shall be more than one class or series of such shares of capital stock or
units of equity interests of such Person, then “Common Shares” of
such Person shall mean the class or series of capital stock of such Person or
units of equity interests in such Person having voting power (being the power
under ordinary circumstances (and not merely upon the happening of a
contingency) to vote in the election of directors of such Person (if such Person
is a corporation) or to participate in the management and control of such Person
(if such Person is not a corporation)), or in the case of multiple classes or
series having such voting power, having the greatest voting power.

     

    “Common Stock” shall
have the meaning set forth in the introductory paragraph of this Rights
Agreement.

     

    “Company” shall have
the meaning set forth in the heading of this Rights Agreement; provided, however, that if
there is a Business Combination, “Company” shall have
the meaning set forth in Section 11(c)(iii).

     

     

     

    
      
        
        

      

      
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    The term “control” with respect
to any Person shall mean the power to direct the management and policies of such
Person, directly or indirectly, by or through stock ownership, agency or
otherwise, or pursuant to or in connection with an agreement, arrangement or
understanding (written or oral) with one or more other Persons by or through
stock ownership, agency or otherwise; and the terms “controlling” and
“controlled”
shall have meanings correlative to the foregoing.

     

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

     

    “Derivative Interest”
shall mean any derivative securities (as defined under Rule 16a-1 under the
Exchange Act) that increase in value as the value of the underlying equity
increases, including a long convertible security, a long call option and a short
put option position, in each case, regardless of whether (x) such interest
conveys any voting rights in such security, (y) such interest is required
to be, or is capable of being, settled through delivery of such security or
(z) transactions hedge the economic effect of such interest.

     

    “Exchange Act” shall
mean the Securities Exchange Act of 1934, as in effect on the date in question,
unless otherwise specifically provided.

     

    “Exchange
Consideration” shall have the meaning set forth in
Section 11(b)(i).

     

    “Expiration Date”
shall mean the Close of Business on the day prior to the first anniversary
of the date of this Rights Agreement.

     

    “including” shall mean
including, without limitation.

     

    “Major Part”, when
used with reference to the assets of the Company and its Subsidiaries as of any
date, shall mean assets (a) having a fair market value aggregating 50% or
more of the total fair market value of all the assets of the Company and its
Subsidiaries (taken as a whole) as of the date in question, (b) accounting
for 50% or more of the total value (net of depreciation and amortization) of all
the assets of the Company and its Subsidiaries (taken as a whole) as would be
shown on a consolidated or combined balance sheet of the Company and its
Subsidiaries as of the date in question, prepared in accordance with generally
accepted accounting principles then in effect, or (c) accounting for 50% or
more of the total amount of earnings before interest, taxes, depreciation and
amortization or of the revenues of the Company and its Subsidiaries (taken as a
whole) as would be shown on, or derived from, a consolidated or combined
statement of income or net earnings of the Company and its Subsidiaries for the
period of 12 months ending on the last day of the Company’s monthly
accounting period immediately preceding the date in question, prepared in
accordance with generally accepted accounting principles then in
effect.

     

    “Market Value”, when
used with reference to Common Shares on any date, shall mean the average of the
daily closing prices, per share, of such Common Shares for the period which is
the shorter of (a) 30 consecutive Trading Days ending on the Trading
Day immediately prior to the date in question or (b) the number of
consecutive Trading Days beginning on the Trading Day immediately after the date
of the first public announcement of the event requiring a determination of the
Market Value of Common Shares and ending on the Trading Day immediately prior to
the record date of such event.  The closing price for each Trading Day
shall be the closing price reported on NASDAQ or, if the Common Shares or other
relevant securities are not listed on NASDAQ, on the principal United States
securities exchange registered under the Exchange Act (or any recognized foreign
stock exchange) on which such securities are listed or admitted to trading, or,
if such securities are not listed or admitted to trading on any such exchange,
the closing price (or, if no sale takes place on such Trading Day, the average
of the closing bid and asked prices on such Trading Day) as quoted on any
reputable quotations system specified by the Board, or if no such quotations are
available, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in such securities selected by the
Board, or if on any such Trading Day no market maker is making a market in such
securities, the closing price of such securities on such Trading Day shall be
deemed to be the fair value of such securities as determined in good faith by
the Board (whose determination shall be described in a statement filed with
the Rights Agent and shall be binding on the Rights Agent, the holders of Rights
and all other Persons); provided, however, that if a
Trading Day occurs during a period following an announcement of any action of
the type described in Section 12(a) that would require an adjustment
thereunder by the issuer of the securities the closing price of which is to be
determined, then, and in each such case, the closing price of such securities
shall be appropriately adjusted to reflect the effect of such action on the
market price of such securities; and provided further,
however, that
for the purpose of determining the closing price of the Preferred Shares for any
Trading Day on which there is no market maker for the Preferred Shares, the
closing price on such Trading Day shall be deemed to be the Formula Number (as
defined in the Articles of Amendment) multiplied by the closing price of the
Common Shares of the Company on such Trading Day.

     

     

     

    
      
        
        

      

      
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    “NASDAQ” shall mean
the NASDAQ Global Select Market.

     

    “Person” shall mean an
individual, firm, corporation, partnership, limited liability company, joint
venture, association, trust, unincorporated organization or other entity, and
shall include any successor (by merger or otherwise) thereof or
thereto.

     

    “Post Transferee”
shall have the meaning set forth in Section 7(e).

     

    “Preferred Shares”
shall have the meaning set forth in the introductory paragraph of this Rights
Agreement.  Any reference in this Rights Agreement to Preferred Shares
shall be deemed to include any authorized fraction of a Preferred Share, unless
the context otherwise requires.

     

    “Principal Party”
shall mean the Surviving Person in a Business Combination; provided, however, that,
(i) if such Surviving Person is a direct or indirect Subsidiary of any
other Person, “Principal Party”
shall mean the Person which is the ultimate parent of such Surviving Person, and
(ii) in the event ultimate control of such Surviving Person is shared by
two or more Persons, “Principal Party”
shall mean that Person that is immediately controlled by such two or more
Persons.

     

     

     

    
      
        
        

      

      
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    “Prior Transferee”
shall have the meaning set forth in Section 7(e).

     

    “Purchase Price” with
respect to each Right shall mean $95.00, as such amount may from time to time be
adjusted as provided in this Rights Agreement, and shall be payable in lawful
money of the United States of America.  All references herein to the
Purchase Price shall mean the Purchase Price as in effect at the time in
question.

     

    “Record Date” shall
have the meaning set forth in the introductory paragraph of this Rights
Agreement.

     

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

     

    “Redemption Price”
with respect to each Right shall mean $0.001, as such amount may from time to
time be adjusted in accordance with Section 12.  All references
herein to the Redemption Price shall mean the Redemption Price as in effect at
the time in question.

     

    “Registered Common
Shares” shall mean Common Shares that are, as of the date of consummation
of a Business Combination, and have continuously been for the 12 months
immediately preceding such date, registered under Section 12 of the
Exchange Act, and if a Person has multiple classes or series of Registered
Common Shares outstanding, “Registered Common
Shares” of such Person shall mean the class or series of Registered
Common Shares of such Person having voting power (being the power under ordinary
circumstances (and not merely upon the happening of a contingency) to vote in
the election of directors of such Person (if such Person is a corporation) or to
participate in the management and control of such Person (if such Person is not
a corporation)), or in the case of multiple classes or series having such voting
power, having the greatest voting power.

     

    “Right Certificate”
shall mean a certificate evidencing a Right in substantially the form attached
hereto as Exhibit B.

     

    “Rights” shall mean
the rights to purchase Preferred Shares (or other securities) as provided in
this Rights Agreement.

     

    “Securities Act” shall
mean the Securities Act of 1933, as in effect on the date in question, unless
otherwise specifically provided.

     

    “Subsidiary” shall
mean a Person, at least a majority of the total outstanding voting power (being
the power under ordinary circumstances (and not merely upon the happening of a
contingency) to vote in the election of directors of such Person (if such Person
is a corporation) or to participate in the management and control of such Person
(if such Person is not a corporation)) of which is owned, directly or
indirectly, by another Person or by one or more other Subsidiaries of such other
Person or by such other Person and one or more other Subsidiaries of such other
Person.

     

     

     

    
      
        
        

      

      
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    “Surviving Person”
shall mean (a) the Person which is the continuing or surviving Person in a
consolidation or merger specified in Section 11(c)(i)(A)
or 11(c)(i)(B) or (b) the Person to which the Major Part of the assets
of the Company and its Subsidiaries is sold, leased, exchanged or otherwise
transferred or disposed of in a transaction specified in
Section 11(c)(i)(C); provided, however, that, if the
Major Part of the assets of the Company and its Subsidiaries is sold, leased,
exchanged or otherwise transferred or disposed of in one or more related
transactions specified in Section 11(c)(i)(C) to more than one Person, the
“Surviving
Person” in such case shall mean the Person that acquired assets of the
Company and/or its Subsidiaries with the greatest fair market value in such
transaction or transactions.

     

    “Trading Day” shall
mean a day on which the principal United States securities exchange (or
principal recognized foreign stock exchange, as the case may be) on which the
securities or Rights in question are listed or admitted to trading is open for
the transaction of business or, if the securities or Rights in question are not
listed or admitted to trading on any United States securities exchange (or
recognized foreign stock exchange, as the case may be), a Business
Day.

                        

                  
SECTION 2.  Appointment of Rights
Agent.  The Company hereby appoints the Rights Agent to act as
agent for the Company in accordance with the terms and conditions hereof, and
the Rights Agent hereby accepts such appointment.  The Company may
from time to time appoint one or more co-rights agents as it may deem necessary
or desirable upon ten days’ prior written notice to the Rights
Agent.  The Rights Agent shall have no duty to supervise, and shall in
no event be liable for, the acts or omissions of any such co-rights
agents.  In the event the Company appoints one or more co-rights
agents, the respective duties of the Rights Agent and any co-rights agents shall
be as the Company shall determine, and shall be provided in writing to the
Rights Agent.

     

                                   
SECTION 3.  Issue of Rights and Right
Certificates.  (a)  One Right shall be associated
with each Common Share outstanding on the Record Date, each additional Common
Share that shall become outstanding between the Record Date and the earliest of
the Distribution Date, the Redemption Date or the Expiration Date and each
additional Common Share with which Rights are issued after the Distribution Date
but prior to the earlier of the Redemption Date or the Expiration Date as
provided in Section 23, subject to adjustment as provided in this Rights
Agreement.

     

    (b)  Until the earlier of
(i) such date on which the Company learns that a Person has become an
Acquiring Person and (ii) such date, if any, as may be designated by the
Board following the commencement of, or first public disclosure of an intent to
commence, a tender or exchange offer by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit or compensation plan of the
Company or of any of its Subsidiaries, or any Person organized, appointed or
established by the Company and holding Common Shares for or pursuant to the
terms of any such employee benefit or compensation plan) for outstanding Common
Shares, if upon consummation of such tender or exchange offer such Person could
be the Beneficial Owner of more than 15% of the outstanding Common Shares (the
Close of Business on the earlier of such dates being the “Distribution Date”),
(x) the Rights shall, except as otherwise provided in Section 3(c), be
evidenced by the certificates for Common Shares registered in the names of the
holders thereof, or, in the case of Common Shares held in uncertificated form,
by the transaction statement or other record of ownership of such Common Shares,
and not by separate Right Certificates, and (y) the Rights, including the
right to receive Right Certificates, shall be transferable only in connection
with the transfer of the underlying Common Shares.  As soon as
practicable after the Distribution Date, the Company shall prepare and execute,
the Rights Agent shall countersign, and the Company will send or cause to be
sent (and the Rights Agent shall, if requested and provided with all necessary
information, send) 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 or the transfer agent
or registrar for the Common Shares, one or more Right Certificates evidencing
one whole Right for each Common Share held by such record holder, subject to the
provisions of Section 15 and to adjustment as provided in this Rights
Agreement.  As of and after the Distribution Date, the Rights shall be
evidenced solely by such Right Certificates.  The Company shall, as
promptly as practicable, notify the Rights Agent in writing upon the occurrence
of the Distribution Date and, if such notification is given orally, the Company
shall confirm same in writing on or prior to the Business Day next
following.  Until such notice is received by the Rights Agent, the
Rights Agent may presume conclusively for all purposes that the Distribution
Date has not occurred.

     

     

     

    
      
        
        

      

      
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    (c)  As soon as practicable
after the Record Date, the Company will send a copy of a Summary of Rights to
Purchase Preferred Shares, in substantially the form attached hereto as
Exhibit C (the “Summary of Rights”),
by first-class, postage-prepaid mail, to each record holder of Common Shares as
of the Close of Business on the Record Date at the address of such holder shown
on the records of the Company or the transfer agent or registrar for the Common
Shares.  With respect to any Common Shares outstanding as of the
Record Date, and until the earliest of the Distribution Date, the Redemption
Date or the Expiration Date, (i) in the case of certificated shares, (A) the
Rights associated with the Common Shares represented by any certificate shall be
evidenced by such certificate for the Common Shares with a copy of the Summary
of Rights attached thereto and the registered holders of the Common Shares shall
also be the registered holders of the associated Rights and (B) the surrender
for transfer of any such certificate, even without a copy of the Summary of
Rights attached thereto, shall also constitute the transfer of the Rights
associated with the Common Shares represented thereby, and (ii) in the case of
Common Shares held in uncertificated form, (A) the Rights associated with the
Common Shares shall be evidenced by the balances indicated in the book-entry
account system of the transfer agent for such Common Shares and the registered
holders of the Common Shares shall also be the registered holders of the
associated Rights and (B) the transfer of any Common Shares in the book-entry
account system of the transfer agent for such Common Shares shall also
constitute the transfer of the Rights associated with such Common
Shares.

     

     

     

    
      
        
        

      

      
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    (d)  In the case of
certificated Common Shares, certificates issued for Common Shares after the
Record Date (including upon transfer or exchange of outstanding Common Shares),
but prior to the earliest of the Distribution Date, the Redemption Date or the
Expiration Date, shall have printed on, written on or otherwise affixed to them
a legend in substantially the following form:

     

    This certificate also evidences and
entitles the holder hereof to certain Rights as set forth in a Rights Agreement
dated as of April 16, 2010 (as it may be amended from time to time (the “Rights
Agreement”)), between CASEY’S GENERAL STORES, INC. (the “Company”) and
COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent (the “Rights Agent”), the
terms of which (including restrictions on the transfer of such Rights) are
hereby incorporated herein by reference and a copy of which is on file at the
principal executive offices of the Company.  Under certain
circumstances, as set forth in the Rights Agreement, such Rights shall be
evidenced by separate certificates and shall no longer be evidenced by this
certificate.  The Company shall mail to the holder of this certificate
a copy of the Rights Agreement without charge after receipt of a written request
therefor.  RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR THEIR
AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND
BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND
NONTRANSFERABLE.

     

    Notwithstanding
this Section 3(d), neither the omission of a legend nor the inclusion of a
legend that makes reference to a rights agreement other than the Rights
Agreement shall affect the enforceability of any part of this Rights Agreement
or the rights of any holder of Rights.

     

    (e)  In the case of Common
Shares held in uncertificated form, the Company shall cause the confirmation and
account statements sent to holders of Common Shares in book-entry form
(including upon transfer or exchange of outstanding Common Shares) prior to the
earliest of the Distribution Date, the Redemption Date or the Expiration Date to
bear a legend in substantially the following form:

     

    Each share of Common Stock, no par
value per share, of CASEY’S GENERAL STORES, INC. (the “Company”) entitles the
holder thereof to certain Rights as set forth in a Rights Agreement dated as of
April 16, 2010 (as it may be amended from time to time (the “Rights
Agreement”)), between the Company and COMPUTERSHARE TRUST COMPANY, N.A., as
Rights Agent (the “Rights Agent”), the terms of which (including restrictions on
the transfer of such Rights) are hereby incorporated herein by reference and a
copy of which is on file at the principal executive offices of the
Company.  Under certain circumstances, as set forth in the Rights
Agreement, such Rights shall be evidenced by separate certificates and shall no
longer be evidenced by the shares to which this statement
relates.  The Company shall mail to the holder of shares to which this
statement relates a copy of the Rights Agreement without charge after receipt of
a written request therefor.  RIGHTS BENEFICIALLY OWNED BY ACQUIRING
PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT) AND BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID
AND NONTRANSFERABLE.

     

     

     

    
      
        
        

      

      
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    Notwithstanding
this Section 3(e), neither the omission of a legend nor the inclusion of a
legend that makes reference to a rights agreement other than the Rights
Agreement shall affect the enforceability of any part of this Rights Agreement
or the rights of any holder of Rights.

     

                                   
SECTION 4.  Form of Right
Certificates.  The Right Certificates (and the form of election
to purchase and form of assignment to be printed on the reverse side thereof)
shall be in substantially the form set forth 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 (but which do
not affect the rights, obligations, liabilities, duties or responsibilities of
the Rights Agent) and as are not inconsistent with the provisions of this Rights
Agreement, or as may be required to comply with any applicable law or with any
rule or regulation made pursuant thereto or with any rule or regulation of any
stock exchange or interdealer quotation system on which the Rights may from time
to time be listed or traded, or to conform to usage.  Subject to the
other provisions of this Rights Agreement (including Sections 7, 11
and 23), the Right Certificates, whenever issued, shall be dated as of the
Distribution Date and shall entitle the holders thereof to purchase such number
of Preferred Shares as shall be set forth therein for the Purchase Price set
forth therein, subject to adjustment as provided in this Rights
Agreement.

     

                                    SECTION 5.  Execution, Countersignature
and Registration.  (a)  The Right Certificates shall
be executed on behalf of the Company by (x) the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer or any Vice
President, and by the Secretary, any Assistant Secretary, the Treasurer or any
Assistant Treasurer or (y) any two officers designated by the Board, either
manually or by facsimile signature, and may have affixed thereto the Company’s
seal or a facsimile thereof.  The Right Certificates shall be
countersigned by the Rights Agent either manually or by facsimile signature, and
shall not be valid or obligatory for any purpose unless so
countersigned.  In the event that any officer of the Company who shall
have signed any of the Right Certificates shall cease to be such an officer of
the Company before countersignature by the Rights Agent and issuance and
delivery by the Company, such Right Certificates may nevertheless 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 an 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 execution of such Right Certificate, shall be a proper officer of
the Company to sign such Right Certificate, although at the date of execution of
this Rights Agreement any such person was not such an officer of the
Company.

     

     

     

    
      
        
        

      

      
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    (b)  Following the
Distribution Date, the Rights Agent shall keep or cause to be kept, at its
office designated for such purpose, 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 by each of the Right Certificates, the certificate number of
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 Certificates; Uncertificated
Rights.  (a)  Subject to Section 15, at any time
after the Distribution Date, and at or prior to the Close of Business on the
earlier of the Redemption Date or the Expiration Date, any Right Certificate or
Right Certificates (other than Right Certificates representing Rights that have
become null and void pursuant to Section 7(e)) may be transferred, split-up,
combined or exchanged for another Right Certificate or Right Certificates
representing, in the aggregate, the same number of Rights as the Right
Certificate or Right Certificates surrendered then represented.  The
Right Certificates are transferable only on the registry books of the Rights
Agent.  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 Company and the Rights Agent and shall surrender the
Right Certificate or Right Certificates to be transferred, split-up, combined or
exchanged at the office of the Rights Agent designated for such purpose; provided, however, that neither
the Rights Agent nor the Company shall be obligated to take any action
whatsoever with respect to the transfer of any Right Certificate surrendered for
transfer until the registered holder shall have properly completed and duly
signed the certification 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 or the Rights Agent shall reasonably
request.  Thereupon the Rights Agent shall, subject to
Sections 7(e) and 15, countersign and deliver to the Person entitled
thereto a Right Certificate or Right Certificates, as the case may be, as so
requested.  The Company or Rights Agent 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.  If and to the extent the Company does require payment
of any such taxes or charges, the Company shall give the Rights Agent prompt
written notice thereof and the Rights Agent shall not deliver any Right
Certificate unless and until it is satisfied that all such payments have been
made, and the Rights Agent shall promptly forward any such sum collected by it
to the Company or to such Persons as the Company may specify by written
notice.

     

    (b)  Subject to Sections 7(e)
and 15, upon receipt by the Company and the Rights Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a valid
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 cancelation of
the Right Certificate if mutilated, the Company shall execute a new Right
Certificate of like tenor and deliver such new Right Certificate to the Rights
Agent for countersignature and delivery to the registered owner in lieu of the
Right Certificate so lost, stolen, destroyed or mutilated.

     

     

     

    
      
        
        

      

      
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    (c)  Notwithstanding any
other provision hereof, the Company and the Rights Agent may amend this Rights
Agreement to provide for uncertificated Rights in addition to or in place of
Rights evidenced by Right Certificates.

     

                                   
SECTION 7.  Exercise
of Rights; Expiration Date of
Rights.  (a)  Subject to the other provisions of
this Rights Agreement (including Section 7(e) and Section 11), each
Right shall entitle the registered holder thereof, upon exercise thereof as
provided in this Rights Agreement, to purchase for the Purchase Price, at any
time after the Distribution Date and at or prior to the earlier of (i) the
Expiration Date and (ii) the Redemption Date, one one-thousandth
(1/1,000th) of a Preferred Share, subject to adjustment as provided in this
Rights Agreement.

     

    (b)  Subject to the other
provisions of this Rights Agreement (including Section 7(e)), the
registered holder of any Right Certificate may exercise the Rights evidenced
thereby (except as otherwise provided in this Rights Agreement) 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
properly completed and duly executed, to the Rights Agent at the office of the
Rights Agent designated for such purpose, together with payment of the Purchase
Price for each one one-thousandth (1/1,000th) of a Preferred Share (as such
fraction may be adjusted as provided in this Rights Agreement) as to which the
Rights are exercised, at or prior to the earlier of (i) the Expiration Date
and (ii) the Redemption Date.

     

    (c)  Subject to the other
provisions of this Rights Agreement (including Section 7(e)), upon receipt
of a Right Certificate representing exercisable Rights, with the form of
election to purchase properly completed and duly executed, accompanied by
payment of the Purchase Price for the Preferred Shares to be purchased together
with an amount equal to any applicable transfer tax, in lawful money of the
United States of America, in cash or by certified check or money order payable
to the order of the Company, the Rights Agent shall thereupon promptly
(i) either (A) requisition from any transfer agent of the Preferred
Shares (or make available, if the Rights Agent is the transfer agent for such
shares) certificates for the total number of Preferred Shares to be purchased
and the Company hereby irrevocably authorizes its transfer agent to comply with
all such requests or (B) if the Company shall have elected to deposit the
Preferred Shares with a depositary agent under a depositary arrangement,
requisition from the depositary agent depositary receipts representing the
number of one one-thousandths (1/1,000ths) of a Preferred Share (as such
fraction may be adjusted as provided in this Rights Agreement) to be purchased
(in which case certificates for the Preferred Shares to be represented by such
receipts shall be deposited by the transfer agent with the depositary agent) and
the Company shall direct the depositary agent to comply with all such requests,
(ii) when necessary to comply with this Rights Agreement (or otherwise when
appropriate, as determined by the Company with notice to the Rights Agent),
requisition from the Company the amount of cash, if any, to be paid in lieu of
issuance of fractional shares in accordance with Section 15,
(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 necessary to comply with this Rights Agreement (or
otherwise when appropriate, as determined by the Company with notice to the
Rights Agent), after receipt thereof, deliver such cash, if any, to or upon the
order of the registered holder of such Right Certificate.

     

     

     

    
      
        
        

      

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

     

    (e)  Notwithstanding anything
in this Rights Agreement to the contrary, any Rights that are at any time
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
Associate or Affiliate of such Acquiring Person) who becomes a transferee after
the Acquiring Person becomes such (a “Post Transferee”),
(iii) a transferee of an Acquiring Person (or of any Associate or Affiliate
of such Acquiring Person) 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
(or from such Affiliate or Associate) to holders of equity interests in such
Acquiring Person or to any Person with whom the Acquiring Person (or such
Affiliate or Associate) has any continuing agreement, arrangement or
understanding regarding the transferred Rights or (B) a transfer which the
Board 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) (a “Prior Transferee”),
or (iv) any subsequent transferee receiving transferred Rights from a Post
Transferee or a Prior Transferee, either directly or through one or more
intermediate transferees, 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 Rights Agreement or
otherwise.  The Company shall use all reasonable efforts to ensure
that the provisions of this Section 7(e) are complied with, but shall have
no liability to any holder of any Right Certificate or any other Person as a
result of its failure to make any determinations with respect to an Acquiring
Person or its Affiliate or Associate, or any transferee thereof,
hereunder.  The Company shall give the Rights Agent written notice of
the identity of any Acquiring Person, Associate or Affiliate known to it, or the
nominee of any of the foregoing, and the Rights Agent may rely on such notice in
carrying out its duties under this Rights Agreement and shall be deemed not to
have any knowledge of the identity of any such Acquiring Person, Associate or
Affiliate, or the nominee of any of the foregoing unless and until it shall have
received such notice.

     

     

     

    
      
        
        

      

      
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    (f)  Notwithstanding anything
in this Rights Agreement to the contrary, neither the Rights Agent nor the
Company shall be obligated to undertake any action with respect to a registered
holder of any Right Certificates upon the occurrence of any purported exercise
as set forth in this Section 7 unless such registered holder shall have
(i) properly completed and duly 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 or Rights Agent shall reasonably
request.

     

                                   
SECTION 8.  Cancelation and Destruction of Right
Certificates.  All Right Certificates surrendered or
presented for the purpose of exercise, transfer, split-up, combination or
exchange shall, and any Right Certificate representing Rights that have become
null and void and nontransferable pursuant to Section 7(e) surrendered or
presented for any purpose shall, if surrendered or presented to the Company or
to any of its agents, be delivered to the Rights Agent for cancelation or in
canceled form, or, if surrendered or presented to the Rights Agent, shall be
canceled by it, and no Right Certificates shall be issued in lieu thereof except
as expressly permitted by this Rights Agreement.  The Company shall
deliver to the Rights Agent for cancelation and retirement, and the Rights Agent
shall so cancel and retire, any Right Certificate purchased or acquired by the
Company.  The Rights Agent shall deliver all canceled Right
Certificates to the Company, or shall, at the written request of the Company,
destroy such canceled Right Certificates, and in such case shall deliver a
certificate of destruction thereof to the Company.

     

                                   
SECTION 9.  Reservation and Availability of Preferred
Shares.  (a)  The Company shall 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), free from
preemptive rights or any right of first refusal, a number of Preferred Shares
sufficient to permit the exercise in full of all outstanding
Rights.

     

    (b)  If there are not
sufficient Preferred Shares authorized but unissued (or authorized and issued
Preferred Shares held by the Company in its treasury) to permit the exercise of
Rights in accordance with this Rights Agreement, the Company shall take all such
action as may be necessary to authorize additional Preferred Shares for issuance
upon the exercise of Rights pursuant to this Rights Agreement; provided, however, that if the
Company is unable to cause the authorization of additional Preferred Shares,
then the Company shall, or, if action by the Company’s shareholders is necessary
to cause such authorization, in lieu of seeking any such authorization, the
Company may, to the extent necessary and permitted by applicable law and any
agreements or instruments in effect prior to the Distribution Date to which it
is a party, (i) upon surrender of a Right, pay cash equal to the Purchase
Price in lieu of issuing Preferred Shares and requiring payment therefor or
(ii) upon due exercise of a Right and payment of the Purchase Price for
each Preferred Share as to which such Right is exercised, distribute cash,
Preferred Shares (including fractions thereof), Common Shares (including
fractions thereof) or other equity or debt securities (or any combination of any
of the foregoing) having an aggregate value equal to the value of the Preferred
Shares (including fractions thereof) that otherwise would have been issuable
pursuant to this Rights Agreement, which value shall be determined by a
nationally recognized investment banking firm selected by the
Board.  To the extent that any legal or contractual restrictions
(pursuant to agreements or instruments in effect prior to the Distribution Date
to which it is party) prevent the Company from paying the full amount payable in
accordance with the foregoing sentence, the Company shall pay to holders of the
Rights as to which such payments are being made all amounts that are not then
restricted on a pro rata basis as such payments are or become permissible under
such legal or contractual restrictions until such payments have been paid in
full.

     

     

     

    
      
        
        

      

      
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    (c)  The Company shall take
all actions as may be necessary to ensure that all Preferred Shares delivered
upon exercise or exchange of Rights shall, at the time of delivery of the
certificates for such Preferred Shares (subject to payment of the Purchase
Price), be duly and validly authorized and issued and fully paid and
nonassessable shares.

     

    (d)  The Company shall pay
when due and payable any and all Federal and state transfer taxes and charges
which may be payable in respect of the issuance or delivery of Right
Certificates or of any Preferred Shares or Common Shares or other securities
upon the exercise or exchange of the 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 in
respect of the issuance or delivery of certificates or depositary receipts for
the Preferred Shares or Common Shares 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 exchange or to issue or deliver
any certificates or depositary receipts for Preferred Shares or Common Shares or
other securities, as the case may be, upon the exercise or exchange of any
Rights until any such tax shall have been paid (any such tax being payable by
the holder of such Right Certificate at the time of surrender) or until it has
been established to the Company’s satisfaction that no such tax is
due.

     

                                   
SECTION 10.  Preferred
Shares Record Date.  Each Person in whose name any
certificate for Preferred Shares or Common Shares or other securities is issued
upon the exercise or exchange of Rights shall for all purposes be deemed to have
become the holder of record of the Preferred Shares or Common Shares or other
securities, as the case may be, represented thereby on, and such certificate
shall be dated, the date on which the Right Certificate evidencing such Rights
was duly surrendered and payment of any 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 transfer books of
the Company for the Preferred Shares or Common Shares or other securities, as
the case may be, are closed, such Person shall be deemed to have become the
record holder of such Preferred Shares or Common Shares or other securities, as
the case may be, on, and such certificate shall be dated, the next succeeding
Business Day on which the transfer books of the Company for the Preferred Shares
or Common Shares or other securities, as the case may be, are open.

     

     

     

    
      
        
        

      

      
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SECTION 11.  Adjustments in Rights After There Is an Acquiring Person;
Exchange of Rights for Shares; Business
Combinations.  (a)  Subject to the other
provisions of this Rights Agreement (including Section 7(e)), upon a Person
becoming an Acquiring Person, each holder of a Right shall thereafter have a
right to receive, upon exercise thereof for the Purchase Price in accordance
with the terms of this Rights Agreement, such number of one one-thousandths
(1/1,000ths) of a Preferred Share (as such fraction may be adjusted as provided
in this Rights Agreement) as shall equal the result obtained by multiplying the
Purchase Price by a fraction, the numerator of which is the number of
one one-thousandths (1/1,000ths) of a Preferred Share (as such fraction may
be adjusted as provided in this Rights Agreement) for which such Right is then
exercisable and the denominator of which is 50% of the Market Value of the
Common Shares on the date on which such Person became an Acquiring
Person.

     

    (b)  (i)  The Board
may, at its option, at any time after a Person becomes an Acquiring Person,
mandatorily exchange all or part of the then outstanding and exercisable Rights
(which shall not include Rights that shall have become null and void and
nontransferable pursuant to Section 7(e)) for consideration per Right
consisting of either (A) one-half of the Preferred Shares (or fractions
thereof) that would be issuable at such time upon the exercise of one Right in
accordance with Section 11(a) or (B) cash, Preferred Shares (including
fractions thereof), Common Shares (including fractions thereof) or other equity
or debt securities (or any combination of any of the foregoing) having an
aggregate value equal to one-half of the value of Preferred Shares (including
fractions thereof) that would be issuable at such time upon the exercise of one
Right in accordance with Section 11(a), which values shall be determined by a
nationally recognized investment banking firm selected by the Board (such
consideration in this Section 11(b)(i) being the “Exchange
Consideration”).  If the Board elects to exchange all the
Rights for Exchange Consideration pursuant to this Section 11(b)(i) prior
to the physical distribution of the Right Certificates, the Company may
distribute the Exchange Consideration in lieu of distributing Right
Certificates, in which case for purposes of this Rights Agreement holders of
Rights shall be deemed to have simultaneously received and surrendered for
exchange Right Certificates on the date of such distribution.  If the
Board elects to exchange Rights for Exchange Consideration consisting all or in
part of Preferred Shares, the Company may elect to deposit such Preferred Shares
with a depositary agent under a depositary arrangement, and, in such event the
Company shall cause the depositary agent to issue, in lieu of certificates for
such Preferred Shares, depositary receipts representing the number of such
Preferred Shares (or fractions thereof) to be exchanged (in which case the
certificates for such Preferred Shares to be represented by such receipts shall
be deposited by the transfer agent with the depositary
agent).  Notwithstanding the foregoing, the Board may not effect such
exchange at any time after any Person (other than the Company, any Subsidiary of
the Company or any employee benefit plan of the Company or any of its
Subsidiaries or any Person holding Common Shares for or pursuant to the terms of
any such employee benefit or compensation plan), together with all Affiliates
and Associates of such Person, becomes the Beneficial Owner of more than 50% of
the Common Shares then outstanding.

     

     

     

    
      
        
        

      

      
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    (ii)  If the Board elects to
mandatorily exchange any Rights under Section 11(b)(i), the Board may, at its
option and without limiting any rights the Company may have under Section 26,
cause the Company to enter into one or more arrangements it deems necessary or
appropriate to implement and give effect to such mandatory exchange in the
manner contemplated by this Rights Agreement, including by establishing one or
more trusts or other mechanisms for the proper and orderly distribution of the
Exchange Consideration.

     

    (iii)  Any action of the
Board ordering the exchange of any Rights pursuant to Section 11(b)(i)
shall be irrevocable and, immediately upon the taking of such action and without
any further action and without any notice, the right to exercise any such Right
so exchanged pursuant to Section 11(a) shall terminate and the only right
thereafter of a holder of such Right shall be to receive the Exchange
Consideration in exchange for each such Right held by such holder or, if the
Exchange Consideration shall not have been paid or issued, to exercise any such
Right pursuant to Section 11(c)(i).  The Company shall promptly
give public notice of any such exchange (with prompt written notice thereof to
the Rights Agent); provided, however, that the
failure to give, or any defect in, such notice shall not affect the validity of
such exchange.  The Company shall promptly mail a notice of any such
exchange to all holders of the Rights to be exchanged 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
shall state the method by which the exchange of the Rights for the Exchange
Consideration 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
shall have become null and void and nontransferable pursuant to the provisions
of Section 7(e)) held by each holder of Rights.

     

    (c)  (i)  In the
event that, directly or indirectly, any transactions specified in the following
clause (A), (B) or (C) of this Section 11(c)(i) (each such
transaction being a “Business
Combination”) shall be consummated:

     

    (A)  the
Company shall consolidate with, or merge with and into, any Acquiring Person or
any Affiliate or Associate of an Acquiring Person;

     

    (B)  any
Acquiring Person or any Affiliate or Associate of an Acquiring Person shall
merge with and into the Company and, in connection with such
merger, all  or
part of the outstanding Common Shares of the Company shall be changed into or
exchanged for capital stock or other securities of the Company or of any
Acquiring Person or Affiliate or Associate of an Acquiring Person or cash or any
other property; or

     

     

     

    
      
        
        

      

      
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    (C)  the
Company shall sell, lease, exchange or otherwise transfer or dispose of (or one
or more of its Subsidiaries shall sell, lease, exchange or otherwise transfer or
dispose of), in one or more transactions, the Major Part of the assets of the
Company and its Subsidiaries to any Acquiring Person or any Affiliate or
Associate of an Acquiring Person,

     

    then, in
each such case, proper provision shall be made so that each holder of a Right,
except as provided in Section 7(e), shall thereafter have the right to
receive, upon the exercise thereof for the Purchase Price in accordance with the
terms of this Rights Agreement, the securities specified below (or, at such
holder’s option, the securities specified in Section 11(a) if the Company
is the surviving corporation in such Business Combination):

     

    (1)  if the Principal Party
in such Business Combination has Registered Common Shares outstanding, each
Right shall thereafter represent the right to receive, upon the exercise thereof
for the Purchase Price in accordance with the terms of this Rights Agreement,
such number of Registered Common Shares of such Principal Party, free and clear
of all liens, encumbrances or other adverse claims, as shall have an aggregate
Market Value as of the time of exercise thereof equal to the result obtained by
multiplying the Purchase Price by two;

     

    (2)  if the Principal Party
in such Business Combination does not have Registered Common Shares outstanding,
each Right shall thereafter represent the right to receive, upon the exercise
thereof for the Purchase Price in accordance with the terms of this Rights
Agreement, at the election of the holder of such Right at the time of the
exercise thereof, any of:

     

       (i)  if the
Principal Party in such Business Combination has Common Shares listed or
admitted to trading on any recognized foreign stock exchange, such number of
Common Shares of such Principal Party, free and clear of all liens, encumbrances
or other adverse claims, as shall have an aggregate Market Value as of the time
of exercise thereof equal to the result obtained by multiplying the Purchase
Price by two;

     

       (ii)  such
number of Common Shares of the Surviving Person in such Business Combination (if
the Principal Party is also the Surviving Person in such Business Combination)
as shall have an aggregate Book Value immediately after giving effect to such
Business Combination equal to the result obtained by multiplying the Purchase
Price by two;

     

     

     

    
      
        
        

      

      
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       (iii)  such
number of Common Shares of the Principal Party in such Business Combination (if
the Principal Party is not also the Surviving Person in such Business
Combination) as shall have an aggregate Book Value immediately after giving
effect to such Business Combination equal to the result obtained by multiplying
the Purchase Price by two; or

     

       (iv)  if the
Principal Party in such Business Combination is an Affiliate of one or more
Persons that has Registered Common Shares outstanding, such number of Registered
Common Shares of whichever of such Affiliates of the Principal Party has
Registered Common Shares with the greatest aggregate Market Value on the date of
consummation of such Business Combination as shall have an aggregate Market
Value on the date of such Business Combination equal to the result obtained by
multiplying the Purchase Price by two.

     

    (ii)  The Company shall not
consummate any Business Combination unless each issuer of Common Shares for
which Rights may be exercised, as set forth in this Section 11(c), shall
have sufficient authorized Common Shares that have not been issued or reserved
for issuance (and which shall, when issued upon exercise thereof in accordance
with this Rights Agreement, be validly issued, fully paid and nonassessable and
free of preemptive rights, rights of first refusal or any other restrictions or
limitations on the transfer or ownership thereof) to permit the exercise in full
of the Rights in accordance with this Section 11(c) and unless prior
thereto:

     

    (A)  a registration statement
under the Securities Act on an appropriate form, with respect to the Rights and
the Common Shares of such issuer purchasable upon exercise of the Rights, shall
be effective under the Securities Act; and

     

    (B)  the Company and each
such issuer shall have:

     

       
(1)  executed and delivered to the Rights Agent a supplemental
agreement providing for the assumption by such issuer of the obligations set
forth in this Section 11(c) (including the obligation of such issuer to
issue Common Shares upon the exercise of Rights in accordance with the terms set
forth in Sections 11(c)(i) and 11(c)(iii)) and further providing that
such issuer, at its own expense, shall use its best efforts to:

     

    (i)  cause a registration
statement under the Securities Act on an appropriate form, with respect to the
Rights and the Common Shares of such issuer purchasable upon exercise of the
Rights, to remain effective (with a prospectus at all times meeting the
requirements of the Securities Act) until the Expiration Date;

     

     

     

    
      
        
        

      

      
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    (ii)  qualify or register the
Rights and the Common Shares of such issuer purchasable upon exercise of the
Rights under the blue sky or securities laws of such jurisdictions as may be
necessary or appropriate; and

     

    (iii)  list the Rights and
the Common Shares of such issuer purchasable upon exercise of the Rights on each
national securities exchange on which the Common Shares were listed prior to the
consummation of the Business Combination or, if the Common Shares were not
listed on a national securities exchange prior to the consummation of the
Business Combination, on a national securities exchange;

     

       
(2)  furnished to the Rights Agent a written opinion of independent
counsel stating that such supplemental agreement is a valid, binding and
enforceable agreement of such issuer; and

     

        (3)  filed
with the Rights Agent a certificate of a nationally recognized firm of
independent accountants setting forth the number of Common Shares of such issuer
that may be purchased upon the exercise of each Right after the consummation of
such Business Combination.

     

    (iii)  After consummation of
any Business Combination, (A) each issuer of Common Shares for which Rights
may be exercised as set forth in this Section 11(c) shall be liable for,
and shall assume, by virtue of such Business Combination, all the obligations
and duties of the Company pursuant to this Rights Agreement, (B) the term
“Company” shall
thereafter be deemed to refer to such issuer, (C) each such issuer shall
take such steps in connection with such consummation as may be necessary to
assure that the provisions of this Rights Agreement (including
Sections 11(a) and 11(c)) shall thereafter be applicable, as nearly as
reasonably may be, in relation to its Common Shares thereafter deliverable upon
the exercise of the Rights, (D) the number of Common Shares of each such
issuer thereafter 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 of Sections 11 and 12 and (E) the
other provisions of this Rights Agreement (including Sections 7, 9
and 10) with respect to the Preferred Shares shall apply, as nearly as
reasonably may be, on like terms to any such Common Shares.

     

                                   
SECTION 12.  Certain
Adjustments.  (a)  To preserve the actual or
potential economic value of the Rights, if at any time after the date of this
Rights Agreement there shall be any change in the Common Shares or the Preferred
Shares, whether by reason of stock dividends, stock splits, reclassifications,
recapitalizations, mergers, consolidations, combinations or exchanges of
securities, split-ups, split-offs, spin-offs, liquidations, other similar
changes in capitalization, any distribution or issuance of cash, assets,
evidences of indebtedness or subscription rights, options or warrants to holders
of Common Shares, or Preferred Shares, as the case may be (other than
distribution of the Rights or regular quarterly cash dividends), or otherwise,
then, in each such event the Board shall make such appropriate adjustments in
the number of Preferred Shares (or the number and kind of other securities)
issuable upon exercise of each Right, the Purchase Price and Redemption Price in
effect at such time and the number of Rights outstanding at such time (including
the number of Rights or fractional Rights associated with each Common Share)
such that following such adjustment such event shall not have had the effect of
reducing or limiting the benefits the holders of the Rights would have had
absent such event.

     

     

     

    
      
        
        

      

      
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    (b)  If, as a result of an
adjustment made pursuant to Section 12(a), the holder of any Right
thereafter exercised shall become entitled to receive any securities other than
Preferred Shares, thereafter the number of such securities 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 of
Sections 11 and 12 and the other provisions of this Rights Agreement
(including Sections 7, 9 and 10) with respect to the Preferred Shares
shall apply, as nearly as reasonably may be, on like terms to any such other
securities.

     

    (c)  All Rights originally
issued by the Company subsequent to any adjustment made to the amount of
Preferred Shares or other securities relating to a Right shall evidence the
right to purchase, for the Purchase Price, the adjusted number and kind of
securities purchasable from time to time hereunder upon exercise of the Rights,
all subject to further adjustment as provided in this Rights
Agreement.

     

    (d)  Irrespective of any
adjustment or change in the Purchase Price or the number of Preferred Shares or
number or kind of other securities issuable upon the exercise of the Rights, the
Right Certificates theretofore and thereafter issued may continue to express the
terms that were expressed in the initial Right Certificates issued
hereunder.

     

    (e)  In any case in which
action taken pursuant to Section 12(a) requires that an adjustment be made
effective as of a record date for a specified event, the Company may elect to
defer (with prompt written notice thereof to the Rights Agent) until the
occurrence of such event the issuing to the holder of any Right exercised after
such record date the Preferred Shares and/or other securities, if any, issuable
upon such exercise over and above the Preferred Shares and/or other securities,
if any, issuable before giving effect 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 securities upon the
occurrence of the event requiring such adjustment.

     

                                   
SECTION 13.  Certificate of
Adjustment.  Whenever an adjustment is made or any event
occurs affecting the Rights or their exercisability (including an event which
causes the Rights to become null and void) as provided in Section 11
or 12, the Company shall (a) promptly prepare a certificate setting
forth such adjustment or describing such event and a brief, reasonably detailed
statement of the facts, computations and methodology accounting for such
adjustment, (b) promptly file with the Rights Agent and with each transfer
agent for the Preferred Shares, a copy of such certificate and (c) mail a
brief summary thereof to each holder of a Right Certificate (or, if prior to the
Distribution Date, to each holder of Common Shares) in accordance with
Section 25, provided that the failure to prepare, file or mail such
certificate or summary shall not affect the validity of such
adjustment.  The Rights Agent shall be fully protected in relying on
any such certificate and on any adjustment or statement therein contained and
shall have no duty or liability with respect to, and shall not be obligated or
responsible for calculating any adjustment nor shall it be deemed to have
knowledge of any adjustment or any such event unless it shall have received such
a certificate.

     

     

     

    
      
        
        

      

      
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SECTION 14.  Additional
Covenants.  (a)  Notwithstanding any other
provision of this Rights Agreement, no adjustment to the number of Preferred
Shares (or fractions of a share) or other securities for which a Right is
exercisable or the number of Rights outstanding or associated with each Common
Share or any similar or other adjustment shall be made or be effective if such
adjustment would have the effect of reducing or limiting the benefits the
holders of the Rights would have had absent such adjustment, including the
benefits under Sections 11 and 12, unless the terms of this Rights Agreement are
amended so as to preserve such benefits.

     

    (b)  The Company covenants
and agrees that, after the Distribution Date, except as permitted by
Section 26, it shall not take (or permit any Subsidiary of the Company to
take) any action if at the time such action is taken it is intended or
reasonably foreseeable that such action will reduce or otherwise limit the
benefits the holders of Rights would have had absent such action, including the
benefits under Sections 11 and 12.  Any action taken by the
Company during any period after any Person becomes an Acquiring Person but prior
to the Distribution Date shall be null and void unless such action could be
taken under this Section 14(b) from and after the Distribution
Date.  The Company shall not consummate any Business Combination if
any issuer of Common Shares for which Rights may be exercised after such
Business Combination in accordance with Section 11(c) shall have taken any
action that reduces or otherwise limits the benefits the holders of Rights would
have had absent such action, including the benefits under Sections 11
and 12.

     

                                   
SECTION 15.  Fractional Rights and Fractional
Shares.  (a)  The Company may, but shall not be
required to, issue fractions of Rights or distribute Right Certificates which
evidence fractional Rights.  In lieu of such fractional Rights, the
Company may pay to the registered holders of the Right Certificates with regard
to which such fractional Rights would otherwise be issuable an amount in cash
equal to the same fraction of the current market value of a whole
Right.  For purposes of this Section 15(a), the current market
value of a whole Right shall be the closing price of the Rights (as determined
pursuant to the second sentence of the definition of Market Value contained in
Section 1) for the Trading Day immediately prior to the date on which such
fractional Rights would have been otherwise issuable.

     

     

     

    
      
        
        

      

      
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    (b)  The Company may, but
shall not be required to, issue fractions of Preferred Shares (other than
one one-thousandths (1/1,000ths) of a Preferred Share (as such fraction may
adjusted as provided in this Rights Agreement) or any integral multiple thereof)
upon exercise of the Rights or distribute certificates that evidence such
fractional Preferred Shares.  In lieu of any fractional Preferred
Shares, the Company may elect to (i) utilize a depositary arrangement as
provided by the terms of the Preferred Shares or (ii) in the case of a
fraction of a Preferred Share (other than one one-thousandths (1/1,000ths)
of a Preferred Share (as such fraction may adjusted as provided in this Rights
Agreement) or any integral multiple thereof), 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, if any are outstanding and publicly traded (or the same
fraction of the current market value of one Common Share times the Formula
Number (as defined in the Articles of Amendment) if the Preferred Shares are not
outstanding and publicly traded).  For purposes of this
Section 15(b), the current market value of a Preferred Share (or Common
Share) shall be the closing price of a Preferred Share (or Common Share) (as
determined pursuant to the second sentence of the definition of Market Value
contained in Section 1) for the Trading Day immediately prior to the date
of such exercise.  If, as a result of an adjustment made pursuant to
Section 12(a), the holder of any Right thereafter exercised shall become
entitled to receive any securities other than Preferred Shares, the provisions
of this Section 15(b) shall apply, as nearly as reasonably practicable, on
like terms to such other securities.

     

    (c)  The Company may, but
shall not be required to, issue fractions of Common Shares upon exchange of
Rights pursuant to Section 11(b), or to distribute certificates that
evidence fractional Common Shares.  In lieu of such fractional Common
Shares, the Company may pay to the registered holders of the Right Certificates
with regard to which such fractional Common Shares would otherwise be issuable
an amount in cash equal to the same fraction of the current Market Value of one
Common Share as of the date on which a Person became an Acquiring
Person.

     

    (d)  Each holder of Rights by
the acceptance of such Rights expressly waives such holder’s right to receive
any fractional Rights or any fractional shares upon exercise of a Right except
as provided in this Section 15.

     

    (e)  Whenever a payment for
fractional Rights or fractional shares is to be made by the Rights Agent, the
Company shall (i) promptly prepare and deliver to the Rights Agent a certificate
setting forth in reasonable detail the facts related to such payments and the
prices and/or formulas utilized in calculating such payments, and (ii) provide
sufficient monies to the Rights Agent in the form of fully collected funds to
make such payments.  The Rights Agent shall be fully protected in
relying upon such a certificate and shall have no duty with respect to, and
shall not be deemed to have knowledge of any payment for fractional Rights or
fractional shares under any Section of this Rights Agreement relating to the
payment of fractional Rights or fractional shares unless and until the Rights
Agent shall have received such a certificate and sufficient monies.

     

     

     

    
      
        
        

      

      
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SECTION 16.  Rights of
Action.  (a)  All rights of action in respect of
this Rights Agreement, excepting the rights of action given to the Rights Agent
under Sections 19 and 21, 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 such holder’s own behalf
and for such holder’s own benefit, enforce, and may institute and maintain any
suit, action or proceeding against the Company to enforce, or otherwise act in
respect of, such holder’s right to exercise the Rights evidenced by such Right
Certificate in the manner provided in such Right Certificate and in this Rights
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 Rights
Agreement and shall be entitled to specific performance of the obligations of
any Person under, and injunctive relief against actual or threatened violations
of the obligations of any Person subject to, this Rights
Agreement.  Notwithstanding anything in this Rights Agreement to the
contrary, neither the Company nor the Rights Agent shall have any liability to
any holder of a Right or other Person as a result of its inability to perform
any of its obligations under this Rights Agreement by reason of any preliminary
or permanent injunction or other order, judgment decree or ruling (whether
interlocutory or final) issued by a court of competent jurisdiction or by a
governmental, regulatory, self-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 reasonable efforts to have any such injunction, order, judgment, decree
or ruling lifted or otherwise overturned as soon as possible.

     

    (b)  Any holder of Rights who
prevails in an action to enforce the provisions of this Rights Agreement shall
be entitled to recover the reasonable costs and expenses, including attorneys’
fees, incurred in such action.

     

                                   
SECTION 17.  Transfer
and Ownership of Rights and Right Certificates. (a)  Prior
to the Distribution Date, the Rights shall be transferable only in connection
with the transfer of the Common Shares and the Right associated with each such
Common Share shall be automatically transferred upon the transfer of each such
Common Share.

     

    (b)  After the Distribution
Date, the Right Certificates shall be transferable, subject to
Section 7(e), 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 and with the appropriate forms and certificates
properly completed and duly executed.

     

     

     

    
      
        
        

      

      
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    (c)  The Company and the
Rights Agent may deem and treat the Person in whose name a 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 certificate for Common Shares 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.

     

                                   
SECTION 18.  Right Certificate Holder Not
Deemed a Shareholder.  No holder, as such, of any Right
Certificate shall be entitled to vote or receive dividends or other
distributions 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 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 shareholder of the Company,
including any right to vote for the election of directors or upon any matter
submitted to shareholders at any meeting thereof, or to give or withhold consent
to any corporate action, or to receive notice of meetings or other actions
affecting shareholders, or to receive dividends or other distributions or
subscription rights, or otherwise, until the Right or Rights evidenced by such
Right Certificate shall have been exercised in accordance with the provisions
hereof.

     

                                   
SECTION 19.  Concerning the Rights
Agent.  (a)  The Company agrees to pay to the
Rights Agent reasonable compensation for all services rendered by it hereunder
and, from time to time, on demand of the Rights Agent, its reasonable expenses
and counsel fees and other disbursements incurred in the preparation,
negotiation, delivery, amendment, administration and execution of this Rights
Agreement and the exercise and performance of its duties hereunder, including
any taxes or governmental charges imposed as a result of the action taken by it
hereunder (other than any taxes on the fees payable to it). The provisions of
this Section 19 and Section 21 below shall survive the termination of this
Rights Agreement, the exercise or expiration of the Rights and the resignation,
replacement or removal of the Rights Agent.

     

    (b)  The Rights Agent shall
be authorized and protected and shall incur no liability for or in respect of
any action taken, suffered or omitted by it in connection with its acceptance
and administration of this Rights Agreement and the exercise and performance of
its duties hereunder in reliance upon any Right Certificate or certificate for
the 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, guaranteed or acknowledged, by the proper Person or Persons, or upon
the written advice or opinion of counsel as set forth in Section 21, in the
absence of gross negligence, bad faith or willful misconduct on the part of the
Rights Agent.  The Rights Agent shall not be deemed to have knowledge
of any event of which it was supposed to receive notice thereof hereunder and
the Rights Agent shall be fully protected and incur no liability for failing to
take action in connection therewith unless and until it has received such notice
in writing.

     

     

     

    
      
        
        

      

      
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SECTION 20.  Merger or Consolidation or Change of Rights
Agent.  (a)  Any
Person into which the Rights Agent or any successor Rights Agent may be merged
or with which it may be consolidated, or any Person resulting from any merger or
consolidation to which the Rights Agent or any successor Rights Agent shall be a
party, or any Person succeeding to the corporate trust or shareholder services
business of the Rights Agent or any successor Rights Agent, shall be the
successor to the Rights Agent under this Rights Agreement without the execution
or filing of any paper or any further act on the part of any of the parties
hereto; provided, however, that such
Person would be eligible for appointment as a successor Rights Agent under the
provisions of Section 22.  In case, at the time such successor
Rights Agent shall succeed to the agency created by this Rights 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 Rights Agreement.

     

    (b)  In case at any time the
name of the Rights Agent shall be changed and at such time any of the Right
Certificates shall have been countersigned but not delivered, the Rights Agent
may adopt the countersignature under its prior name and deliver Right
Certificates so countersigned; and, in case at 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 Rights Agreement.

     

                                   
SECTION 21.  Duties of
Rights Agent.  The Rights Agent undertakes to perform only
the duties and obligations expressly imposed by this Rights Agreement (and no
implied duties or obligations) upon the following terms and conditions, by all
of which the Company and the holders of Right Certificates (or, prior to the
Distribution Date, of the Common Shares), by their acceptance thereof, shall be
bound:

     

    (a)  The Rights Agent may
consult with legal counsel selected by it (who may be legal counsel for the
Company or an employee of the Rights Agent), and the advice or opinion of such
counsel on which the Rights Agent reasonably relies shall be full and complete
authorization and protection to the Rights Agent and the Rights Agent shall
incur no liability for or in respect of any action taken, suffered or omitted by
it in accordance with its reasonable reliance on such advice or
opinion.

     

    (b)  Whenever in the
performance of its duties under this Rights Agreement the Rights Agent shall
deem it necessary or desirable that any fact or matter (including the identity
of any Acquiring Person and the determination of current market price) be proved
or established by the Company prior to taking, suffering or omitting to take any
action hereunder, such fact or matter (unless other evidence in respect thereof
shall be herein specifically prescribed) may be deemed to be conclusively proved
and established by a certificate signed by the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer or Secretary of the Company and delivered to the Rights Agent;
and such certificate shall be full and complete authorization and protection to
the Rights Agent and the Rights Agent shall incur no liability for or in respect
of any action taken, suffered or omitted by it under the provisions of this
Rights Agreement in reliance upon such certificate.

     

     

     

    
      
        
        

      

      
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    (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 Rights Agreement or in the Right Certificates (except as to
its countersignature thereof) or be required to verify the same, and all such
statements and recitals are and shall be deemed to have been made by the Company
only.  The Rights Agent makes no representation as to the validity or
sufficiency of this Rights Agreement or of the Rights Certificates.

     

    (e)  The Rights Agent shall
not have any liability for or be under any responsibility in respect of the
validity of this Rights Agreement or the execution and delivery hereof (except
the due execution and delivery 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 Rights Agreement or in any Right
Certificate; nor shall it be responsible for any change in the exercisability of
the Rights (including the Rights becoming null and void pursuant to Section
7(e)) or any change or adjustment in the terms of Rights as required under the
provisions of Section 11 or 12 or responsible for the manner, method or
amount of any such change or adjustment 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 actual notice of
any such adjustment pursuant to Section 13); nor shall it be responsible for any
determination by the Board of the current market value of the Rights or Common
Shares; 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 or
Common Shares to be issued pursuant to this Rights Agreement or any Right
Certificate or as to whether any Preferred Shares or Common Shares will, when so
issued, be validly authorized and issued, fully paid and
nonassessable.

     

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

     

     

     

    
      
        
        

      

      
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    (g)  The Rights Agent is
hereby authorized and directed to accept instructions with respect to the
performance of its duties hereunder from the Chairman of the Board, the Chief
Executive Officer, the Chief Operating Officer, the Chief Financial Officer or
Secretary of the Company in connection with its duties and such instructions
shall be full authorization and protection to the Rights Agent and the Rights
Agent shall not be liable for or in respect of any action taken, suffered or
omitted by it in accordance with any such instructions or for any delay in
acting while waiting for such instructions.  The Rights Agent shall be
fully authorized and protected in relying upon the most recent instructions
received.  Any application by the Rights Agent for written
instructions from the Company may, at the option of the Rights Agent, set forth
in writing any action proposed to be taken, suffered or omitted by the Rights
Agent under this Rights Agreement and the date on and/or after which such action
shall be taken or suffered or such omission shall be effective.  The
Rights Agent shall not be liable for any action taken or suffered by, or
omission of, the Rights Agent in accordance with written instructions by the
Company in response to such application specifying the action to be taken,
suffered or omitted.

     

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

     

    (i)  If, with respect to any
Right Certificate surrendered to the Rights Agent for exercise or transfer, the
certificate contained in the form of assignment or the form of election to
purchase set forth on the reverse thereof, as the case may be, has either not
been properly completed or indicates an affirmative response to any clause
thereof, the Rights Agent shall not take any further action with respect to such
requested exercise or transfer without first consulting with the
Company.

     

    (j)  The Rights Agent may
execute and exercise any of the rights or powers hereby vested in it or perform
any duty hereunder either itself (through its directors, officers and employees)
or by or through its attorneys or agents, and the Rights Agent shall not be
answerable or accountable for any act, omission, default, neglect or misconduct
of any such attorneys or agents, absent gross negligence or bad faith in the
selection and continued employment thereof.

     

     

     

    
      
        
        

      

      
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    (k)  The Company shall
indemnify the Rights Agent for, and hold the Rights Agent harmless against, any
loss, liability, damage, judgment, fine, penalty, claim, demand, settlement,
cost or expense (including reasonable fees and expenses of legal counsel and the
costs and expenses of defending any claim of liability arising hereunder) that
the Rights Agent may incur resulting from any action taken, suffered or omitted
by the Rights Agent in connection with the execution, acceptance,
administration, exercise and performance of its duties under this Rights
Agreement; provided, however, that the
Rights Agent shall not be indemnified or held harmless with respect to any such
loss, liability, damage, judgment, fine, penalty, claim, demand, settlement,
cost or expense incurred by the Rights Agent as a result of, or arising out of,
its own gross negligence, bad faith or willful misconduct.  The costs
and expenses incurred in enforcing this foregoing right of indemnification shall
be paid by the Company.  Promptly after receipt by the Rights Agent of
notice of any demand or claim or the commencement of any action, suit,
proceeding or investigation against the Rights Agent, the Rights Agent shall
notify the Company thereof in writing.  The Company shall be entitled
to participate at its own expense in the defense of any such action, proceeding,
suit or claim, and, if the Company so elects, the Company shall assume the
defense of any such action, proceeding, suit or claim.  In the event
that the Company assumes such defense, the Company shall not thereafter be
liable for the fees and expenses of any additional counsel retained by the
Rights Agent, so long as the Company shall retain counsel satisfactory to the
Rights Agent, in the exercise of its reasonable judgment, to defend such action,
proceeding, suit or claim and no conflict of interest exists.  The
Rights Agent agrees not to settle any litigation in connection with any action,
proceeding, suit or claim with respect to which it may seek indemnification from
the Company without the prior written consent of the Company.  Failure
to give notice as required above shall not relieve the Company of its
obligations hereunder unless such failure significantly prejudices the Company’s
ability to defend such claim, action, suit or proceeding.

     

    (l)  No provision of this
Rights 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 it believes that repayment
of such funds or adequate indemnification against such risk or liability is not
reasonably assured to it.

     

                                   
SECTION 22.  Change of
Rights Agent.  The Rights Agent or any successor Rights
Agent may resign and be discharged from its duties under this Rights Agreement
upon 30 days’ notice in writing mailed to the Company and, in the event
that the Rights Agent or one of its Affiliates is not also the transfer agent
for the Company, to each transfer agent of the Common Shares and the Preferred
Shares, in each case by registered or certified 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 have resigned automatically
and be discharged from its duties under this Rights Agreement as of the
effective date of such termination, and the Company shall be responsible for
providing notice of such resignation to each transfer agent of the Common Shares
and the Preferred Shares.  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 and the Preferred Shares by registered or certified
mail, and to the holders of the Right Certificates (or, prior to the
Distribution Date, of the Common Shares) 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,
then the registered holder of any Right Certificate (or, prior to the
Distribution Date, of the Common Shares) may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent.  Any successor
Rights Agent, whether appointed by the Company or by such a court, shall be (a)
a Person organized and doing business under the laws of the United States or of
the State of New York or the State of Iowa (or of any other state of the United
States so long as such entity is authorized to do business as a banking
institution in the State of New York or the State of Iowa), in good standing,
which is authorized under such laws to exercise corporate trust or shareholder
services powers and is subject to supervision or examination by Federal or state
authority and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $50,000,000 or (b) any Affiliate of a
Person described in clause (a) of this sentence.  After appointment,
the successor Rights Agent shall be vested with the same powers, rights, duties
and responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose.  Not later than the effective date of any such
appointment, the Company shall mail notice thereof in writing to the predecessor
Rights Agent and each transfer agent of the Common Shares and the Preferred
Shares, and mail a notice thereof in writing to the registered holders of the
Right Certificates (or, prior to the Distribution Date, of the Common
Shares).  Failure to give any notice provided for in this
Section 22, however, or any defect therein shall not affect the legality or
validity of the resignation or removal of the Rights Agent or the appointment of
the successor Rights Agent, as the case may be.

     

     

     

    
      
        
        

      

      
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SECTION 23.  Issuance of Additional
Rights and Right Certificates.  Notwithstanding any of the
provisions of this Rights 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 to reflect any adjustment or change
made in accordance with the provisions of this Rights 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
Expiration Date, the Company (a) shall, with respect to Common Shares so
issued, granted or sold pursuant to the exercise of stock options or under any
employee plan or arrangement (whether or not subject to vesting or other
restrictions), 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, issue Right Certificates
representing the appropriate number of Rights in connection with such issuance
or sale; provided, however, that
(i) no such Right Certificate shall be issued if, and to the extent that,
the Company shall be advised by counsel that such issuance would create a
significant risk of material adverse tax consequences to the Company or the
Person to whom such Right Certificate would be issued, (ii) no such Right
Certificate shall be issued if, and to the extent that, appropriate adjustment
shall otherwise have been made in lieu of the issuance thereof and (iii) no
such Right Certificate shall be issued to an Acquiring Person or an Affiliate or
Associate of an Acquiring Person.

     

     

     

    
      
        
        

      

      
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SECTION 24.  Redemption and
Termination.  (a)  The Board may, at its option,
at any time prior to the earlier of (i) the Distribution Date and
(ii) the Expiration Date, order the redemption of all, but not fewer than
all, the then outstanding Rights at the Redemption Price (the date of such
redemption being the “Redemption Date”),
and the Company, at its option, may pay the Redemption Price either in cash or
Common Shares or other securities of the Company deemed by the Board, in the
exercise of its sole discretion, to be at least equivalent in value to the
Redemption Price.

     

    (b)  Immediately upon the
action of the Board ordering the redemption of the Rights, and without any
further action and without any notice, the right to exercise the Rights will
terminate and the only right thereafter of the holders of Rights shall be to
receive the Redemption Price.  Promptly after the action of the Board
ordering the redemption of the Rights, the Company shall give notice of such
redemption to the Rights Agent and the holders of the then outstanding Rights by
mailing such notice to all such holders at their last addresses as they appear
upon the registry books of the Rights Agent or, prior to the Distribution Date,
on the registry books of the transfer agent for the Common
Shares.  Each such notice of redemption shall state the method by
which payment of the Redemption Price will be made.  The notice, if
mailed in the manner herein provided, shall be conclusively presumed to have
been duly given, whether or not the holder of Rights receives such
notice.  In any case, failure to give such notice by mail, or any
defect in the notice, to any particular holder of Rights shall not affect the
sufficiency of the notice to other holders of Rights.  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 except as specifically set forth
in this Section or in Section 11(b) or in connection with the purchase of
Common Shares prior to the Distribution Date.

     

                                   
SECTION 25.  Notices.  Notices or demands authorized by
this Rights Agreement to be given or made by the Rights Agent or by the holder
of a Right Certificate (or, prior to the Distribution Date, of the Common
Shares) to or on the Company shall be sufficiently given or made if sent by
overnight delivery service or first-class mail, postage-prepaid, addressed
(until another address is filed in writing with the Rights Agent) as
follows:

     

    Casey’s
General Stores, Inc.

    One
Convenience Blvd.

    Ankeny,
Iowa  50021

    Attention:
Secretary

     

     

     

    
      
        
        

      

      
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    Subject
to the provisions of Section 22, any notice or demand authorized by this
Rights Agreement to be given or made by the Company or by the holder of a Right
Certificate (or, prior to the Distribution Date, of the Common Shares) to or on
the Rights Agent shall be sufficiently given or made if sent by overnight
delivery service or first-class mail, postage-prepaid, addressed (until another
address is filed in writing with the Company) as follows:

     

    Computershare
Trust Company, N.A.

    250
Royall Street

    Canton,
Massachusetts  02021

    Attention: Client Services

     

    Notices
or demands authorized by this Rights Agreement to be given or made by the
Company or the Rights Agent to any holder of a Right Certificate (or, prior to
the Distribution Date, of the Common Shares) 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 Rights Agent or,
prior to the Distribution Date, on the registry books of the transfer agent for
the Common Shares.

     

                                   
SECTION 26.  Supplements and Amendments.  At any time
prior to the time any Person becomes an Acquiring Person, and subject to the
last sentence of this Section 26, the Company may, and the Rights Agent
shall if the Company so directs, supplement or amend any provision of this
Rights Agreement in any manner which the Company may deem necessary or desirable
(including the date on which the Distribution Date or Expiration Date shall
occur, the amount of the Purchase Price, the definition of “Acquiring Person” or
the time during which the Rights may be redeemed pursuant to Section 24)
without the approval of any holder of the Rights.  From and after the
Distribution Date, and subject to applicable law, the Company may, and the
Rights Agent shall if the Company so directs, amend this Rights Agreement
without the approval of any holders of Right Certificates (a) to cure any
ambiguity or to correct or supplement any provision contained herein which may
be defective or inconsistent with any other provision of this Rights Agreement
or (b) to otherwise change or supplement any other provisions in this
Rights Agreement in any matter which the Company may deem necessary or desirable
and which does not adversely affect the interests of the holders of
Right Certificates (other than an Acquiring Person or an Affiliate or
Associate of an Acquiring Person), any such supplement or amendment to be
evidenced in writing.  Any supplement or amendment adopted during any
period after any Person has become an Acquiring Person but prior to the
Distribution Date shall be null and void unless such supplement or amendment
could have been adopted under the prior sentence from and after the Distribution
Date.  Upon delivery of a certificate from an appropriate officer of
the Company that states that the proposed supplement or amendment complies with
this Section 26, the Rights Agent shall execute such supplement or
amendment.  Notwithstanding anything to the contrary contained in this
Rights Agreement, the Rights Agent may, but shall not be obligated to, enter
into any supplement or amendment that affects the Rights Agent’s own rights,
duties, obligations or immunities under this Rights Agreement.  In
addition, notwithstanding anything to the contrary contained in this Rights
Agreement, no supplement or amendment to this Rights Agreement shall be made
which reduces the Redemption Price (except as required by
Section 12(a)).

     

     

     

    
      
        
        

      

      
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SECTION 27.  Successors.  All the covenants and
provisions of this Rights 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 28.  Benefits
of Rights Agreement; Determinations and Actions by the Board,
etc.  (a)  Nothing in this Rights Agreement shall
be construed to give to any Person other than the Company, the Rights Agent and
the registered holders of the Right Certificates (and, prior to the Distribution
Date, of the Common Shares) any legal or equitable right, remedy or claim under
this Rights Agreement; but this Rights 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, of the Common
Shares).

     

    (b)  Except as explicitly
otherwise provided in this Rights Agreement, the Board shall have the exclusive
power and authority to administer this Rights Agreement and to exercise all
rights and powers specifically granted to the Board or to the Company, or as may
be necessary or advisable, in the administration of this Rights Agreement,
including the right and power to (i) interpret the provisions of this
Rights Agreement and (ii) make all determinations deemed necessary or
advisable for the administration of this Rights Agreement (including a
determination to redeem or not redeem the Rights or to amend this Rights
Agreement and a determination of whether there is an Acquiring
Person).  The Rights Agent is entitled to assume that any action of
the Board was taken in good faith and shall be fully protected and incur no
liability in reliance thereon.

     

    (c)  Nothing contained in
this Rights Agreement shall be deemed to be in derogation of the obligation of
the Board to exercise its fiduciary duty.  Without limiting the
foregoing, nothing contained herein shall be construed to suggest or imply that
the Board shall not be entitled to reject any tender offer or other acquisition
proposal, or to recommend that holders of Common Shares reject any tender offer,
or to take any other action (including the commencement, prosecution, defense or
settlement of any litigation and the submission of additional or alternative
offers or other proposals) with respect to any tender offer or other acquisition
proposal that the Board believes is necessary or appropriate in the exercise of
such fiduciary duty.

     

                                   
SECTION 29.  Severability.  If any term, provision,
covenant or restriction of this Rights 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 Rights
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated; provided, however, that if the
absence of such excluded provision shall, in the reasonable judgment of the
Rights Agent, adversely affect its rights, immunities, duties or obligations
under this Rights Agreement, the Rights Agent shall be entitled to resign
immediately upon written notice to the Company.

     

     

     

    
      
        
        

      

      
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SECTION 30.  Governing
Law.  This Rights Agreement and each Right Certificate
issued hereunder shall be deemed to be a contract made under the law of the
State of Iowa and for all purposes shall be governed by and construed in
accordance with the law of such State applicable to contracts to be made and
performed entirely within such State; provided, however, that all
provisions regarding the rights, duties and obligations of the Rights Agent
shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts applicable to contracts made and to be performed
entirely within the Commonwealth of Massachusetts.

     

                                   
SECTION 31.  Counterparts; Effectiveness.  This Rights
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.  A signature to this Rights Agreement transmitted
electronically shall have the same authority, effect and enforceability as an
original signature.  This Rights Agreement shall be effective as of
the Close of Business on the date hereof.

     

                                   
SECTION 32.  Descriptive Headings.  Descriptive headings
of the several Sections of this Rights Agreement are inserted for convenience
only and shall not control or affect the meaning or construction of any of the
provisions of this Rights Agreement.

     

    SECTION
33.  Force
Majeure.  Notwithstanding anything to the contrary
contained herein, the Rights Agent shall not be liable for any delays or
failures in performance resulting from acts beyond its reasonable control
including acts of God, terrorist acts, shortage of supply, breakdowns or
malfunctions, interruptions or malfunctions 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.

     

    [Signature
Page Follows]

     

     

     

     

     

    
      
        
        

      

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

     

    


     

    
      
        	 	CASEY’S GENERAL
      STORES, INC.,	 
	 	 	 	 
	 	by 	 	 
	
                 

              	
                 

              	/s/ Robert
      J. Myers	 
	 	 	Name: Robert
      J. Myers	 
	 	 	Title:  
      President and Chief Executive Officer	 
	 	 	 	 


      

    

    


     

    
      	
            	COMPUTERSHARE
      TRUST COMPANY,
N.A., as Rights Agent	 
	 	 	 	 
	 	by 	 	 
	
               

            	
               

            	/s/ Dennis
      V. Moccia	 
	 	 	Name: Dennis
      V. Moccia	 
	 	 	Title:  
      Manager, Contract Administration	 
	 




     

    


     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT A

     

    Form of
Articles of Amendment

    to
the

    Restatement
of the

    Restated
and Amended

    Articles
of Incorporation of

    Casey’s
General Stores, Inc.

    


    


    


    To the
Secretary of State of the State of Iowa:

    


    Pursuant to the provisions of Section
490.1006 of the Iowa Business Corporation Act, the undersigned corporation
hereby amends its Restatement of the Restated and Amended Articles of
Incorporation (the “Articles of
Incorporation”), and for that purpose, submits the following
statement:

    


    
      	
               
      

            	
              1.

            	
              The
      name of the corporation is Casey’s General Stores, Inc. (the “Company”).

            


    

    


    
      	
               
      

            	
              2.

            	
              On
      April 16, 2010, the Company adopted an amendment to its Articles of
      Incorporation, the text of which is attached hereto as Annex
      A.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      amendment was duly adopted by the Board of Directors without shareholder
      approval, as shareholder approval is not required pursuant to Section
      490.1005 of the Iowa Business Corporation
Act.

            


    

    


    


    


    Dated:
April 16, 2010

    


    
      	
            	CASEY'S
      GENERAL STORES, INC.,	 
	 	 	 	 
	 	by 	 	 
	
               

            	
               

            	 	 
	 	 	Name:   
      	 
	 	 	Title:     
      	 
	 


    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ANNEX
A

     

    DESIGNATIONS,
PREFERENCES AND RELATIVE

    PARTICIPATING,
OPTIONAL AND OTHER SPECIAL RIGHTS

    AND
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF

    SERIES A
SERIAL PREFERRED STOCK OF

    CASEY’S
GENERAL STORES, INC.

     

    SECTION 1.  Designation and Number of
Shares.  The shares of such series shall be designated as
“Series A Serial Preferred Stock” (the “Series A Serial Preferred
Stock”).  The number of shares initially constituting the
Series A Serial Preferred Stock shall be 250,000; provided, however, that, if
more than a total of 250,000 shares of Series A Serial Preferred Stock shall be
issuable upon the exercise of Rights (the “Rights”) issued
pursuant to the Rights Agreement dated as of April 16, 2010, between Casey’s
General Stores, Inc. (the “Company”) and
Computershare Trust Company, N.A., a federally chartered trust company, as
Rights Agent (the “Rights Agreement”),
the Board of Directors of the Company (the “Board”), pursuant to
Section 490.602 of the Iowa Business Corporation Act, shall direct by resolution
or resolutions that a certificate be properly executed, acknowledged, filed and
recorded, in accordance with the provisions of Section 490.120 thereof,
providing for the total number of shares of Series A Serial Preferred Stock
authorized to be issued to be increased (to the extent that the Restatement of
the Restated and Amended Articles of Incorporation of the Company (the “Articles of
Incorporation”) then permits) to the largest number of whole shares
(rounded up to the nearest whole number) issuable upon exercise of such
Rights.

     

    SECTION 2.  Dividends or
Distributions.  (a)  Subject to the superior rights
of the holders of shares of any other series of preferred stock of the Company
or other class of capital stock of the Company ranking superior to the shares of
Series A Serial Preferred Stock with respect to dividends, the holders of shares
of Series A Serial Preferred Stock shall be entitled to receive, when, as and if
declared by the Board, out of the assets of the Company legally available
therefor, (1) quarterly dividends payable in cash on the last day of each fiscal
quarter in each year, or such other dates as the Board shall approve (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 a fraction of a share of Series A Serial Preferred
Stock, in the amount of  $0.085 per whole share (rounded to the
nearest cent) less the amount of all cash dividends declared on the Series A
Serial Preferred Stock pursuant to the following clause (2) 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 Serial Preferred Stock (the total of which shall
not, in any event, be less than zero) and (2) dividends payable in cash on the
payment date for each cash dividend declared on the shares of Common Stock, no
par value per share, of the Company (the “Common Stock”) in an
amount per whole share (rounded to the nearest cent) equal to the Formula Number
(as hereinafter defined) then in effect times the cash dividends then to be paid
on each share of Common Stock.  In addition, if the Company shall pay
any dividend or make any distribution on the Common Stock payable in assets,
securities or other forms of noncash consideration (other than dividends or
distributions solely in shares of Common Stock), then, in each such case, the
Company shall simultaneously pay or make on each outstanding whole share of
Series A Serial Preferred Stock a dividend or distribution in like kind equal to
the Formula Number then in effect times such dividend or distribution on each
share of Common Stock.  As used herein, the “Formula Number” shall
be 1,000; provided, however, that, if at
any time after April 16, 2010, the Company shall (i) declare or pay any dividend
on the Common Stock payable in shares of Common Stock or make any distribution
on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock
split or otherwise) the outstanding shares of Common Stock into a larger number
of shares of Common Stock or (iii) combine (by a reverse stock split or
otherwise) the outstanding shares of Common Stock into a smaller number of
shares of Common Stock, then in each such event the Formula Number shall be
adjusted to a number determined by multiplying the Formula Number in effect
immediately prior to such event by a fraction, the numerator of which is the
number of shares of Common Stock that are outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
are outstanding immediately prior to such event (and rounding the result to the
nearest whole number); and provided further
that, if at any time after April 16, 2010, the Company shall issue any shares of
its capital stock in a merger, reclassification, or change of the outstanding
shares of Common Stock, then in each such event the Formula Number shall be
appropriately adjusted to reflect such merger, reclassification or change so
that each share of Series A Serial Preferred Stock continues to be the economic
equivalent of a Formula Number of shares of Common Stock prior to such merger,
reclassification or change.

     

     

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

     

    (b)  The Company shall
declare a cash dividend on the Series A Serial Preferred Stock as provided in
Section 2(a)(2) immediately prior to or at the same time it declares a cash
dividend on the Common Stock; provided, however, that, in the
event no cash dividend 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 or, with respect to the first Quarterly Dividend
Payment Date, during the period between the first issuance of any share or
fraction of a share of Series A Serial Preferred Stock, a dividend of $0.085 per
whole share on the Series A Serial Preferred Stock shall nevertheless accrue on
such subsequent Quarterly Dividend Payment Date or the first Quarterly Dividend
Payment Date, as the case may be.  The Board may fix a record date for
the determination of holders of shares of Series A Serial Preferred Stock
entitled to receive a dividend or distribution declared thereon, which record
date shall be the same as the record date for any corresponding dividend or
distribution on the Common Stock.

     

    (c)  Whether or not declared,
dividends shall begin to accrue and be cumulative on outstanding shares of
Series A Serial Preferred Stock from and after 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 and
be cumulative from and after 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 Serial 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 and after such Quarterly Dividend Payment
Date.  Accrued but unpaid dividends shall not bear
interest.  Dividends paid on the shares of Series A Serial 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.

     

     

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

     

    (d)  So long as any shares of
Series A Serial Preferred Stock are outstanding, no dividends or other
distributions shall be declared, paid or distributed, or set aside for payment
or distribution, on the Common Stock unless, in each case, the dividend required
by this Section 2 to be declared on the Series A Serial Preferred Stock
shall have been declared and set aside.

     

    (e)  The holders of shares of
Series A Serial Preferred Stock shall not be entitled to receive any dividends
or other distributions except as herein provided.

     

    SECTION 3.  Voting
Rights.  The Series A Serial Preferred Stock shall have such
voting rights as and to the extent required by the Iowa Business Corporation
Act, and otherwise shall have no voting rights.

     

    SECTION 4.  Certain
Restrictions.  (a)  Whenever quarterly dividends or
other dividends or distributions on the Series A Serial 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 Serial Preferred Stock outstanding shall have been paid in full, the Company
shall not:

     

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

     

    (ii)  declare or pay
dividends on or make any other distributions on any shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Serial Preferred Stock, except dividends paid ratably on the
Series A Serial 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 on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Serial Preferred Stock; provided, however, that the
Company may at any time redeem, purchase or otherwise acquire shares of any such
parity stock in exchange for shares of any stock of the Company ranking junior
(either as to dividends or upon dissolution, liquidation or winding up) to the
Series A Serial Preferred Stock; or

     

     

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

     

    (iv)  purchase or otherwise
acquire for consideration any shares of Series A Serial Preferred Stock, or any
shares of stock ranking on a parity with the Series A Serial Preferred Stock,
except in accordance with a purchase offer made in writing or by publication (as
determined by the Board) to all holders of such shares upon such terms as the
Board, 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 Company shall not
permit any subsidiary of the Company to purchase or otherwise acquire for
consideration any shares of stock of the Company unless the Company could, under
Section 4(a), purchase or otherwise acquire such shares at such time and in such
manner.

     

    SECTION 5.  Liquidation
Rights.  Upon the liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, no distribution shall be made
(1) to the holders of any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A Serial
Preferred Stock unless, prior thereto, the holders of shares of Series A Serial
Preferred Stock shall have received an amount equal to the accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment, plus an amount equal to the greater of (x) $1,000 per whole share
or (y) an aggregate amount per share equal to the Formula Number then in effect
times the aggregate amount to be distributed per share to holders of Common
Stock or (2) to the holders of any shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up) with the Series
A Serial Preferred Stock, except distributions made ratably on the Series A
Serial Preferred Stock and all other such parity stock in proportion to the
total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up; provided, that no
holder of any Series A Serial Preferred Stock shall be authorized or entitled to
receive upon involuntary liquidation of the Company an amount in excess of
$100.00 per share of Series A Serial Preferred Stock.

     

    SECTION 6.  Consolidation, Merger,
etc.  In case the Company 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 or any other
property, then in any such case the then outstanding shares of Series A Serial
Preferred Stock shall at the same time be similarly exchanged or changed into an
amount per share equal to the Formula Number then in effect times the aggregate
amount of stock, securities, cash or any other property (payable in kind), as
the case may be, into which or for which each share of Common Stock is exchanged
or changed.  In the event both this Section 6 and Section 2 appear to
apply to a transaction, this Section 6 will control.

     

    SECTION 7.  No Redemption; No Sinking
Fund.  (a)  The shares of Series A Serial Preferred
Stock shall not be subject to redemption by the Company or at the option of any
holder of Series A Serial Preferred Stock; provided, however, that,
subject to Section 4(a)(iv), the Company may purchase or otherwise acquire
outstanding shares of Series A Serial Preferred Stock in the open market or by
offer to any holder or holders of shares of Series A Serial Preferred
Stock.

     

     

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

     

    (b)  The shares of Series A
Serial Preferred Stock shall not be subject to or entitled to the operation of a
retirement or sinking fund.

     

    SECTION 8.  Ranking.  The
Series A Serial Preferred Stock shall rank junior to all other series of
preferred stock of the Company unless the Board shall specifically determine
otherwise in fixing the powers, preferences and relative, participating,
optional and other special rights of the shares of such series and the
qualifications, limitations and restrictions thereof.

     

    SECTION 9.  Fractional
Shares.  The Series A Serial Preferred Stock shall be issuable
upon exercise of the Rights issued pursuant to the Rights Agreement in whole
shares or in any fraction of a share that is one one-thousandth of a share
(as such fraction may be adjusted as provided in the Rights Agreement) or any
integral multiple of such fraction which shall entitle the holder, in proportion
to such holder’s fractional shares, to receive dividends, participate in
distributions and to have the benefit of all other rights of holders of Series A
Serial Preferred Stock.  In lieu of any fractional shares, the Company
may elect (a) to make a cash payment as provided in the Rights Agreement for
fractions of a share other than one one-thousandths of a share (as such
fraction may be adjusted as provided in the Rights Agreement) or any integral
multiple thereof or (b) to issue depositary receipts evidencing fractional
shares of Series A Serial Preferred Stock pursuant to an appropriate agreement
between the Company and a depository selected by the Company; provided, however, that such
agreement shall provide that the holders of such depositary receipts shall have
all the rights, privileges and preferences to which they are entitled as holders
of the Series A Serial Preferred Stock.

     

    SECTION 10.  Reacquired
Shares.  Any shares of Series A Serial Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and canceled promptly after the acquisition thereof.  All such
shares shall upon their cancelation become authorized but unissued shares of
Preferred Stock, without designation as to series until such shares are once
more designated as part of a particular series by the Board pursuant to the
provisions of the Articles of Incorporation.

     

    SECTION 11.  Amendment.  So
long as any shares of Series A Serial Preferred Stock shall be outstanding,
(i) none of the powers, preferences and relative, participating, optional
and other special rights of the Series A Serial Preferred Stock as herein
provided shall be amended in any manner which would alter or change the powers,
preferences, rights or privileges of the holders of Series A Serial Preferred
Stock so as to affect them adversely and (ii) no amendment, alteration or
repeal of the Articles of Incorporation or of the By-laws of the Company shall
be effected so as to affect adversely any of such powers, preferences, rights or
privileges.

     

     

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT B

     

    [Form of
Right Certificate]

     

     

    Certificate
No. [R]-

    __________
Rights

     

     

    NOT
EXERCISABLE AFTER APRIL 15, 2011, OR EARLIER IF REDEEMED BY THE
COMPANY.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
COMPANY, AT $0.001 PER RIGHT, ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT.  RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN
AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT) AND BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID
AND NONTRANSFERABLE.

     

    Right
Certificate

     

    CASEY’S
GENERAL STORES, INC.

     

    This certifies that
                    ,
or registered assigns, is the registered owner of the number of Rights set forth
above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Rights Agreement dated as of April 16, 2010 as
it may be amended from time to time (the “Rights Agreement”),
between CASEY’S GENERAL STORES, INC., an Iowa corporation (the “Company”), and
COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent (the “Rights Agent”),
unless the Rights evidenced hereby shall have been previously redeemed or
exchanged by the Company, to purchase from the Company at any time after the
Distribution Date (as defined in the Rights Agreement) and prior to
5:00 p.m., Eastern time, on the day prior to the first anniversary of the
date of the Rights Agreement (the “Expiration Date”), at
the office or offices of the Rights Agent designated for such purpose, or its
successors as Rights Agent, one one-thousandth (1/1,000th) of a fully paid,
nonassessable share of Series A Serial Preferred Stock, no par value per share,
of the Company (the “Preferred Shares”),
at a purchase price per one one-thousandth (1/1,000th) of a share equal to
$95.00 (the “Purchase
Price”) payable in cash, upon presentation and surrender of this Right
Certificate with the Form of Election to Purchase duly executed.

     

    The Purchase Price and the number and
kind of shares which may be purchased upon exercise of each Right evidenced by
this Right Certificate, as set forth above, are the Purchase Price and the
number and kind of shares which may be so purchased as of April 16,
2010.  As provided in the Rights Agreement, the Purchase Price and the
number and kind of shares which may be purchased upon the exercise of each Right
evidenced by this Right Certificate are subject to modification and adjustment
upon the happening of certain events.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    If the Rights evidenced by this Right
Certificate are at any time beneficially owned by an Acquiring Person or an
Affiliate or Associate of an Acquiring Person (as such terms are defined in the
Rights Agreement), such Rights shall be null and void and nontransferable and
the holder of any such Right (including any purported transferee or subsequent
holder) shall not have any right to exercise or transfer any such
Right.

     

    This Right Certificate is subject to
all 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 reference to the Rights Agreement 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 and are also available from the
Company upon written request.

     

    This Right Certificate, with or without
other Right Certificates, upon surrender at the office 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 and kind of 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 Right Certificate may be redeemed by the
Company at its option at a redemption price (in cash or shares of Common Stock,
no par value per share, of the Company or other securities of the Company deemed
by the Board of Directors of the Company to be at least equivalent in value) of
$0.001 per Right (which amount shall be subject to adjustment as provided in the
Rights Agreement) at any time prior to the earlier of (i) the Distribution
Date and (ii) the Expiration Date.

     

    The Company may, but shall not be
required to, issue fractions of Preferred Shares or distribute certificates
which evidence fractions of Preferred Shares upon the exercise of any Right or
Rights evidenced hereby, in each case other than fractions constituting
one one-thousandth (1/1,000th) of a share (as such fraction may be
adjusted as provided in the Rights Agreement) or any integral multiple
thereof.  In lieu of issuing fractional shares, the Company may elect
to make a cash payment as provided in the Rights Agreement for fractions of a
share other than one one-thousandth (1/1,000th) of a share (as such
fraction may be adjusted as provided in the Rights Agreement) or any integral
multiple thereof or to issue certificates or utilize a depositary arrangement as
provided in the terms of the Rights Agreement and the Preferred
Shares.

     

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

     

     

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

    Dated as
of:

     

    
      	
            	CASEY’S GENERAL
      STORES, INC.,	 
	 	 	 	 
	 	by 	 	 
	
               

            	
               

            	 	 
	 	 	Name: 	 
	 	 	Title: 	 


    

     

    
      	Attest: 
	 
	 
	Name: 
	Title: 
	 
	Date of
      countersignature: 


    

     

    
      	Countersigned: 
	 
	COMPUTERSHARE TRUST
      COMPANY, N.A., 
	as Rights
      Agent, 
	 
	 by	 
	 	 
	 	Authorized
      Signatory    


    

     

     

     

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

    [On
Reverse Side of Right Certificate]

     

    FORM OF
ELECTION TO PURCHASE

     

    (To be
executed by the registered holder if

    such
holder desires to exercise the Rights

    represented
by this Right Certificate.)

     

     

    To the
Rights Agent:

     

    The undersigned hereby irrevocably
elects to exercise           
Rights represented by this Right Certificate to purchase the Preferred Shares
(or other 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 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: 	 	,	 
	 	 
	 	Signature 


    

     

    Signature
Guaranteed:

     

    Signatures
must be guaranteed by a participant in the Securities Transfer Agent Medallion
Program, the Stock Exchanges Medallion Program or the New York Stock Exchange,
Inc. Medallion Signature Program.

     

    The
undersigned hereby certifies that (1) the Rights evidenced by this Right
Certificate are not being exercised by or on behalf of a person who is or was an
Acquiring Person or an Affiliate or Associate thereof (as such terms are defined
in the Rights Agreement) and (2) after due inquiry and to the best
knowledge of the undersigned, the undersigned did not acquire the Rights
evidenced by this Right Certificate from any person who is or was an Acquiring
Person or an Affiliate or Associate thereof.

     

     

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

     

     

    
      
        	Dated: 	 	 ,	 	 	 
	 	 
	 	Signature 


      

       

    

    Signature
Guaranteed:

     

    Signatures
must be guaranteed by a participant in the Securities Transfer Agent Medallion
Program, the Stock Exchanges Medallion Program or the New York Stock Exchange,
Inc. Medallion Signature Program.

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    

     

     

    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 transfer 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 Corporation, with
full power of substitution.

    

     

    
       

      
        	Dated: 	 	, 	 
	 
	 
	 
	Signature 


      

       

    

    Signature
Guaranteed:

     

    Signatures
must be guaranteed by a participant in the Securities Transfer Agent Medallion
Program, the Stock Exchanges Medallion Program or the New York Stock Exchange,
Inc. Medallion Signature Program.

     

    The undersigned hereby certifies that
(1) the Rights evidenced by this Right Certificate are not being sold,
assigned or transferred by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate thereof (as such terms are defined in the
Rights Agreement), (2) this Right Certificate is not being sold, assigned
or transferred to or on behalf of any such Acquiring Person, Affiliate or
Associate and (3) after inquiry and to the best knowledge of the
undersigned, the undersigned did not acquire the Rights evidenced by this Right
Certificate from any Person who is or was an Acquiring Person or an Affiliate or
Associate thereof (as such terms are defined in the Rights
Agreement).

     

    
       

      
        	 
	Signature 


      

       

    

     

     

     

    
      
        
        

      

      
        B-6

        
          

        

      

      
        
        

      

    

     

     

    NOTICE

     

    The signature on the foregoing Form of
Election to Purchase or Form of Assignment must correspond to the name as
written upon the face of this Right Certificate in

     

    every
particular, without alteration or enlargement or any change
whatsoever.

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        B-7

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT C

     

    RIGHTS
BENEFICIALLY OWNED BY ANY ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES
AND BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND
NONTRANSFERABLE.

    SUMMARY
OF RIGHTS TO PURCHASE

    SERIES A
SERIAL PREFERRED STOCK

    OF
CASEY’S GENERAL STORES, INC.

    On April
16, 2010, the Board of Directors (the “Board”) of CASEY’S
GENERAL STORES, INC., an Iowa corporation (the “Company”), declared a
dividend of one right (collectively, the “Rights”) for each
outstanding share of Common Stock, no par value per share, of the Company (the
“Common
Shares”).  The Rights will be issued to the holders of record
of Common Shares outstanding at April 26, 2010 (the “Record Date”) and
with respect to Common Shares issued thereafter until the Distribution Date (as
defined below).  Each Right, when it becomes exercisable as described
below, will entitle the registered holder to purchase from the Company
one one-thousandth (1/1,000th) of a share of Series A Serial Preferred
Stock, no par value per share, of the Company (the “Preferred Shares”) at
a price of $95.00 (the “Purchase
Price”).  The description and terms of the Rights are set forth
in a Rights Agreement dated as of April 16, 2010 as it may be amended from time
to time (the “Rights
Agreement”), between the Company and Computershare Trust Company, N.A., a
federally chartered trust company, as Rights Agent (the “Rights
Agent”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Until the earlier of (i) such time
as the Company learns that a person or group (including any affiliate or
associate of such person or group), has acquired, or obtained the right to
acquire, beneficial ownership of more than 15% of the outstanding Common Shares
(any such person or group being called an “Acquiring Person”)
and (ii) such date, if any, as may be designated by the Board following the
commencement of, or first public disclosure of an intention to commence, a
tender or exchange offer for outstanding Common Shares which could result in
such person or group becoming the beneficial owner of more than 15% of the
outstanding Common Shares (the earlier of such dates being called the “Distribution Date”),
the Rights will be evidenced by certificates for Common Shares registered in the
names of the holders thereof, or, in the case of Common Shares held in
uncertificated form, by the transaction statement or other record of ownership
of such Common Shares, and not by separate Right Certificates.  With
respect to any Common Shares outstanding as of the Record Date, until the
earliest of the Distribution Date, the Redemption Date or the Expiration Date,
(i) in the case of certificated shares, the Rights associated with the Common
Shares represented by a certificate shall be evidenced by such certificate along
with a copy of this Summary of Rights, and the surrender for transfer of any
such certificate shall also constitute the transfer of the Rights associated
with the Common Shares represented thereby, and (ii) in the case of Common
Shares held in uncertificated form, the Rights associated with the Common Shares
shall be evidenced by the balances indicated in the book-entry account system of
the transfer agent for the Common Shares, and the transfer of any Common Shares
in the book-entry account system of the transfer agent for such Common Shares
shall also constitute the transfer of the Rights associated with such Common
Shares.  Therefore, until the Distribution Date, the Rights may be
transferred with and only with the underlying Common Shares.

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

     

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

    The Rights are not
exercisable until the Distribution Date and will expire at
5:00 p.m., Eastern time, on April 15, 2011 (the “Expiration Date”),
unless earlier redeemed or exchanged by the Company as described
below.

    The number of Preferred Shares or other
securities issuable upon exercise of the Rights is subject to adjustment by the
Board in the event of any change in the Common Shares or Preferred Shares,
whether by reason of stock dividends, stock splits, reclassifications,
recapitalizations, mergers, consolidations, combinations or exchanges of
securities, split-ups, split-offs, spin-offs, liquidations, other similar
changes in capitalization, any distribution or issuance of assets, evidences of
indebtedness or subscription rights, options or warrants to holders of Common
Shares or Preferred Shares or otherwise.  The Purchase Price and the
number of Preferred Shares or other securities issuable upon exercise of the
Rights are subject to adjustment from time to time in the event of the
declaration of a stock dividend on the Common Shares payable in Common Shares or
a subdivision or combination of the Common Shares prior to the Distribution
Date.

    The Preferred Shares are authorized to
be issued in fractions which are an integral multiple of
one one-thousandth (1/1,000th) of a Preferred Share.  The
Company may, but is not required to, issue fractions of shares upon the exercise
of Rights (other than one one-thousandths (1/1,000ths) of a Preferred Share
(as such fraction may be adjusted as provided in the Rights Agreement) or any
integral multiple thereof), and in lieu of fractional shares, the Company may
make a cash payment based on the market price of such shares on the first
trading date prior to the date of exercise or utilize a depositary arrangement
as provided by the terms of the Preferred Shares.

     

    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    

     

    Subject to the right of the Board to
redeem or exchange the Rights as described below, at such time as there is an
Acquiring Person, the holder of each Right will thereafter have the right to
receive, upon exercise thereof, for the Purchase Price, that number of
one one-thousandths (1/1,000ths) of a Preferred Share equal to the
number of Common Shares which at the time of such transaction would have a
market value of twice the Purchase Price.  Any Rights that are or were
beneficially owned by an Acquiring Person on or after the Distribution Date will
become null and void and will not be subject to the “flip-in”
provision.

    In the event the Company is acquired in
a merger or other business combination by an Acquiring Person that has common
shares publicly traded in the United States or 50% or more of the Company’s
assets or assets representing 50% or more of the Company’s earning power are
sold, leased, exchanged or otherwise transferred (in one or more transactions)
to an Acquiring Person that has common shares publicly traded in the United
States, proper provision must be made so that each Right will entitle its holder
to purchase, for the Purchase Price, that number of common shares of such entity
which at the time of the transaction would have a market value of twice the
Purchase Price.  In the event the Company is acquired in a merger or
other business combination by an Acquiring Person that does not have common
shares publicly traded in the United States or 50% or more of the Company’s
assets or assets representing 50% or more of the earning power of the Company
are sold, leased, exchanged or otherwise transferred (in one or more
transactions) to an Acquiring Person that does not have common shares publicly
traded in the United States, proper provision must be made so that each Right
will entitle its holder to purchase, for the Purchase Price, at such holder’s
option, (i) if such entity has common shares publicly traded outside the
United States, that number of common shares of such entity which at the time of
the transaction would have a market value of twice the Purchase Price, (ii) that
number of common shares of the surviving corporation in the transaction with
such entity which at the time of the transaction would have a book value of
twice the Purchase Price, (iii) that number of common shares of such entity
which at the time of the transaction would have a book value of twice the
Purchase Price or (iv) if such entity has an affiliate which has common
shares publicly traded in the United States, that number of common shares of
such affiliate which at the time of the transaction would have a market value of
twice the Purchase Price.  The “flip-over” provision only applies to a
merger or similar business combination with an Acquiring Person.

     

    
      
        
        

      

      
        C-4

        
          

        

      

      
        
        

      

    

     

    ANY RIGHTS THAT ARE OR WERE, AT ANY
TIME ON OR AFTER THE DATE AN ACQUIRING PERSON BECOMES SUCH, BENEFICIALLY OWNED
BY AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (OR
A TRANSFEREE THEREOF) WILL BECOME NULL AND VOID AND ANY HOLDER OF ANY SUCH RIGHT
(INCLUDING ANY SUBSEQUENT HOLDER) WILL BE UNABLE TO EXERCISE ANY SUCH
RIGHT.

    The Rights are redeemable by the Board
at a redemption price of $0.001 per Right (the “Redemption Price”)
any time prior to the earlier of (i) the Distribution Date and
(ii) the Expiration Date (the date of such redemption being the “Redemption
Date”).  Immediately upon the action of the Board electing to
redeem the Rights, and without any further action and without any notice, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.

     

    
      
        
        

      

      
        C-5

        
          

        

      

      
        
        

      

    

     

    After there is an Acquiring Person the
Board may elect to exchange each Right (other than Rights owned by an Acquiring
Person) for consideration per Right consisting of (i) one-half of the
securities that would be issuable at such time upon the exercise of one Right
pursuant to the terms of the Rights Agreement or (ii) cash, Preferred
Shares (including fractions thereof), Common Shares (including fractions
thereof) or other equity or debt securities (or any combination of any of the
foregoing) having an aggregate value equal to one-half of the value of Preferred
Shares (including fractions thereof) that would be issuable at such time upon
the exercise of one Right pursuant to the terms of the Rights
Agreement.  Notwithstanding the foregoing, the Board is not 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, becomes the beneficial owner of 50% or more of the Common Shares then
outstanding.

    If the Board elects to mandatorily
exchange any Rights, the Board may, at its option and without limiting any
rights the Company may have under the Rights Agreement, cause the Company to
enter into one or more arrangements it deems necessary or appropriate to
implement and give effect to such mandatory exchange in the manner contemplated
by the Rights Agreement, including by establishing one or more trusts or other
mechanisms for the proper and orderly distribution of the securities and/or cash
to be exchanged therefor.

     

    
      
        
        

      

      
        C-6

        
          

        

      

      
        
        

      

    

     

    At any time prior to such time as there
shall be an Acquiring Person, the Company may, without the approval of any
holder of the Rights, supplement or amend any provision of the Rights Agreement
(including the date on which the Distribution Date will occur, the amount of the
Purchase Price or the definition of “Acquiring Person”), except that no
supplement or amendment may be made that reduces the Redemption
Price.

    Until a Right is exercised, the holder
thereof, as such, will have no rights as a shareholder of the Company, including
the right to vote or to receive dividends.

    A copy of the Rights Agreement,
including the terms of the Preferred Shares, will be filed with the Securities
and Exchange Commission as an Exhibit to a Registration Statement on
Form 8-A.  A copy of the Rights Agreement is available free of
charge from the Company upon written request.  This summary
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, which is incorporated herein
by reference.

    


    
 

     

    C-7