d918500_ex4-5.htm


    Exhibit
4.5

     

     

     

     

     

     

     

     

     

    SECOND
AMENDED AND RESTATED

    STOCKHOLDERS
RIGHTS AGREEMENT

     

    Dated as
of October 7, 2008

     

    between

     

    DIANA
SHIPPING INC.

     

    and

     

    MELLON
INVESTOR SERVICES LLC,

    as Rights
Agent


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    This
Second Amended and Restated Stockholders Rights Agreement (this “Rights
Agreement”) is made and entered into as of October 7, 2008, by and
between Diana Shipping Inc., a Marshall Islands corporation (the “Company”),
and Mellon Investor Services LLC, a New Jersey limited liability company, as
Rights Agent (the “Rights Agent”).  This Rights Agreement amends and
restates in its entirety the stockholders rights agreement dated as of October
15, 2005 between the Company and its prior rights agent, Computershare Trust
Company, Inc. (the “Prior Rights Agent”).

     

    WHEREAS,
the Board of Directors of the Company (the “Board”)
has (a) authorized and declared a dividend of one right (the “Right”)
for each share of the Company’s common stock, par value $.01 per share (the
“Common Stock”) held of record as of the Close of Business (as hereinafter
defined) on February 21, 2005 (the “Record
Date”) and (b) has further authorized the issuance of one Right in
respect of each share of Common Stock that shall become outstanding (i) at any
time between the Record Date and the earliest of the Distribution Date, the
Redemption Date or the Final Expiration Date (as such terms are hereinafter
defined) or (ii) upon the exercise or conversion, prior to the earlier of the
Redemption Date or the Final Expiration Date, of any option or other security
exercisable for or convertible into shares of Common Stock, which option or
other such security is outstanding on the Distribution Date; and

     

    WHEREAS,
each Right represents the right of the holder thereof to purchase one
one-thousandth of a share of Series A Participating Preferred Stock (as such
number may hereafter be adjusted pursuant to the provisions hereof), upon the
terms and subject to the conditions set forth herein, having the rights,
preferences and privileges set forth in the Certificate of Designations of
Series A Participating Preferred Stock, attached hereto as Exhibit
A.

     

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

     

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

     

    “Acquiring
Person” shall mean any Person (as hereinafter defined) who or which,
together with all Affiliates and Associates (as such terms are hereinafter
defined) of such Person, shall be the Beneficial Owner (as hereinafter defined)
of 15% or more of the shares of Common Stock then outstanding, as reported by
the Company in any SEC filing or submission, but shall not include the Company,
any Subsidiary (as hereinafter defined) of the Company or any employee benefit
plan of the Company or of any Subsidiary of the Company, or any Person holding
shares of Common Stock for or pursuant to the terms of any such
plan.  Notwithstanding the foregoing, no Person shall be deemed to be
an Acquiring Person as the result of an acquisition of shares of Common Stock by
the Company which, by reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such Person to 15% or more
of the shares of Common Stock of the Company then outstanding; provided,
however,
that a Person who (i) becomes the Beneficial Owner of 15% or more of the shares
of Common Stock of the Company then outstanding by reason of share purchases by
the  

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Company and (ii) then after such
share purchases by the Company, becomes the Beneficial Owner of any additional
shares of Common Stock of the Company (other than pursuant to a dividend or
distribution paid or made by the Company on the outstanding shares of Common
Stock in shares of Common Stock or pursuant to a split or subdivision of the
outstanding shares of Common Stock), such Person shall be deemed to be an
Acquiring Person unless upon becoming the Beneficial Owner of such additional
shares of Common Stock of the Company such Person does not beneficially own 15%
or more of the shares of Common Stock of the Company then
outstanding.  Notwithstanding the foregoing, (i) if the Company’s
Board of Directors determines in good faith that a Person who would otherwise be
an “Acquiring Person,” as defined pursuant to the foregoing provisions of this
paragraph, has become such inadvertently (including, without limitation, because
(A) such Person was unaware that it beneficially owned a percentage of the
shares of Common Stock that would otherwise cause such Person to be an
“Acquiring Person,” as defined pursuant to the foregoing provisions of this
paragraph, or (B) such Person was aware of the extent of the shares of Common
Stock it beneficially owned but had no actual knowledge of the consequences of
such beneficial ownership under this Rights Agreement) and without any intention
of changing or influencing control of the Company, and if such Person divested
or divests as promptly as practicable a sufficient number of shares of Common
Stock so that such Person would no longer be an Acquiring Person, as defined
pursuant to the foregoing provisions of this paragraph, then such Person shall
not be deemed to be or have ever been an Acquiring Person for any purposes of
this Rights Agreement; and (ii) if, as of the date hereof, any Person is the
Beneficial Owner of 15% or more of the shares of Common Stock outstanding, such
Person shall not be or become an “Acquiring Person,” as defined herein, unless
and until such time as such Person shall become the Beneficial Owner of
additional shares of Common Stock in an amount equal to 20% of the Company’s
outstanding common stock (calculated without including the shares of Common
Stock already held by such Person), other than pursuant to a grant under a
Company equity incentive plan, a dividend or distribution paid or made by the
Company on the outstanding shares of Common Stock in shares of Common Stock or
pursuant to a split or subdivision of the outstanding shares of Common Stock,
unless upon becoming the Beneficial Owner of such additional shares of Common
Stock, such Person is not then the beneficial owner of 15% or more of the shares
of Common Stock then outstanding.


     

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

     

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

     

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

     

    
      	
               
      

            	
              (i)

            	
              which
      such Person or any of such Person’s Affiliates or Associates beneficially
      owns, directly or indirectly, for purposes of Section 13(d) of the
      Exchange Act and Rule 13d-3 thereunder (or any comparable or successor law
      or regulation);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              which
      such Person or any of such Person’s Affiliates or Associates has (A) the
      right to acquire or direct the acquisition of (whether such right is
      exercisable immediately or only after the passage
  of 

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              time)
      pursuant to any agreement, arrangement or understanding (other than
      customary agreements with and between underwriters and selling group
      members with respect to a bona fide public offering of securities), or
      upon the exercise of conversion rights, exchange rights, rights (other
      than the Rights), warrants or options, or otherwise; provided,
      however,
      that a Person shall not be deemed pursuant to this subsection (ii)(A) to
      be the Beneficial Owner of, or to Beneficially Own, (1) securities
      tendered pursuant to a tender or exchange offer made by or on behalf of
      such Person or any of such Person’s Affiliates or Associates until such
      tendered securities are accepted for purchase or exchange, or (2)
      securities which a Person or any of such Person’s Affiliates or Associates
      may be deemed to have the right to acquire pursuant to any merger or other
      acquisition agreement between the Company and such Person (or one or more
      of its Affiliates or Associates) if such agreement has been approved by
      the Board of Directors of the Company prior to there being an Acquiring
      Person; or (B) the right to vote pursuant to any agreement, arrangement or
      understanding or otherwise; provided,
      however,
      that a Person shall not be deemed the Beneficial Owner of, or to
      Beneficially Own, any security under this subsection (ii)(B) if the
      agreement, arrangement or understanding to vote such security (1) arises
      solely from a revocable proxy or consent given to such Person in response
      to a public proxy or consent solicitation made pursuant to, and in
      accordance with, the applicable rules and regulations of the Exchange Act
      and (2) is not also then reportable on Schedule 13D under the Exchange Act
      (or any comparable or successor report);
or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              which
      are Beneficially Owned, directly or indirectly, by any other Person (or
      any Affiliate or Associate thereof) with which such Person or any of such
      Person’s Affiliates or Associates has any agreement, arrangement or
      understanding, whether or not in writing (other than customary agreements
      with and between underwriters and selling group members with respect to a
      bona fide public offering of securities) for the purpose of acquiring,
      holding, voting (except to the extent contemplated by the proviso to
      subsection (ii)(B) above) or disposing of any securities of the Company;
      provided,
      however,
      that in no case shall an officer or director of the Company be deemed (x)
      the Beneficial Owner of any securities beneficially owned by another
      officer or director of the Company solely by reason of actions undertaken
      by such persons in their capacity as officers or directors of the Company
      or (y) the Beneficial Owner of securities held of record by the trustee of
      any employee benefit plan of the Company or any Subsidiary of the Company
      for the benefit of any employee of the Company or any
      Subsidiary of the Company, other than the officer or director, by reason
      of any influence that such officer or director may have over the voting of
      the securities held in the
plan.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
    

     

    “Business
Day” shall mean any day other than a Saturday, a Sunday or a day on which
banking institutions in New York or New Jersey are authorized or obligated by
law or executive order to close.

     

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

     

    “Common
Stock” shall have the meaning set forth in the
preamble.  Common Stock when used with reference to any Person other
than the Company shall mean the capital stock (or equity interest) with the
greatest voting power of such other Person or, if such other Person is a
Subsidiary of another Person, the Person or Persons which ultimately control
such first-mentioned Person.

     

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

     

    “Company”
shall have the meaning set forth in the preamble, subject to the terms of
Section 13(a)(iii)(C) hereof.

     

    “Current
Per Share Market Price” of any security (a “Security” for purposes of
this definition), for all computations other than those made pursuant to Section
11(a)(iii) hereof, shall mean the average of the daily closing prices per share
of such Security for the thirty (30) consecutive Trading Days immediately prior
to but not including such date, and for purposes of computations made pursuant
to Section 11(a)(iii) hereof, the Current Per Share Market Price of any Security
on any date shall be deemed to be the average of the daily closing prices per
share of such Security for the ten (10) consecutive Trading Days immediately
prior to but not including such date; provided,
however,
that in the event that the Current Per Share Market Price of the Security is
determined during a period following the announcement by the issuer of such
Security of (i) a dividend or distribution on such Security payable in shares of
such Security or securities convertible into such shares or (ii) any
subdivision, combination or reclassification of such Security, and prior to the
expiration of the applicable thirty (30) Trading Day or ten (10) Trading Day
period, after the ex-dividend date for such dividend or distribution, or the
record date for such subdivision, combination or reclassification, then, and in
each such case, the Current Per Share Market Price shall be appropriately
adjusted to reflect the current market price per share equivalent of such
Security.  The closing price for each day shall be the last sale
price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if the Security is not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the Security is listed or admitted to trading or, if the Security is
not listed or admitted to trading on any national securities
exchange, the last sale price or, if such last sale price is not reported, the
average of the high bid and low asked prices in the over-the-counter market, as
reported by Nasdaq or such other system then in use, or, if on any such date the
Security is not quoted by any such organization, the average of the closing bid
and asked prices as furnished by a professional market maker making a market in
the Security selected by the Board of Directors of the Company.  If on
any such date no market maker is making a market in the Security, the fair value
of such shares on such date as determined in good faith by the Board of
Directors of the Company shall be used.  If the Preferred Shares are
not publicly traded, the Current Per Share Market Price of the Preferred Shares
shall be conclusively deemed to be the Current Per Share Market Price of the
shares of Common Stock as determined pursuant to this definition, as
appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof, multiplied by 1000.  If
the Security is not publicly held or so listed or traded, Current Per Share
Market Price shall mean the fair value per share as determined in good faith by
the Board of Directors of the Company, whose determination shall be described in
a statement filed with the Rights Agent and shall be conclusive for all
purposes.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

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

     

    “Distribution
Date” shall mean the earlier of (i) the Close of Business on the tenth
calendar day after the Shares Acquisition Date (or, if the tenth calendar day
after the Shares Acquisition Date occurs before the Record Date, the Close of
Business on the Record Date) or (ii) the Close of Business on the tenth Business
Day (or such later date as may be determined by action of the Company’s Board of
Directors) after the date that a tender or exchange offer by any Person (other
than the Company, any Subsidiary of the Company, any employee benefit plan of
the Company or of any Subsidiary of the Company, or any Person or entity
organized, appointed or established by the Company for or pursuant to the terms
of any such plan) is first published or sent or given within the meaning of Rule
14d-2(a) of the General Rules and Regulations under the Exchange Act, if,
assuming the successful consummation thereof, such Person would be an Acquiring
Person.

     

    “Equivalent
Shares” shall mean Preferred Shares and any other class or series of
capital stock of the Company which is entitled to the same rights, privileges
and preferences as the Preferred Shares.

     

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

     

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

     

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

     

    “Expiration
Date” shall mean the earliest to occur of: (i) the Close of Business on
the Final Expiration Date, (ii) the Redemption Date, or (iii) the time at which
the Board of Directors orders the exchange of the Rights as provided in Section
24 hereof.

     

    “Final
Expiration Date” shall mean February 21,
2015.

     

    “Nasdaq”
shall mean the National Association of Securities Dealers, Inc. Automated
Quotations System.

     

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

     

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

     

    “Preferred
Shares” shall mean shares of Series A Participating Preferred Stock,
$0.01 par value, of the Company having the rights and preferences set forth in
the Form of Certificate of Designation, Preferences and Rights included as
Exhibit A to the Stockholders’ Rights Plan, as filed as exhibit 10.1 to the
Issuer’s registration statement on Form F-1 filed with the SEC on March 1, 2005
(File No. 333-123052).

     

    “Pre-event
Transferee” shall have the meaning set forth in Section 7(e)
hereof.

     

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

     

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

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

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

     

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

     

    “Rights
Agent” shall mean Mellon Investor Services LLC, or its successor or
replacement as provided in Sections 19 and 21 hereof.

     

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

     

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

     

    “Section
13 Event” shall mean any event described in clause (i), (ii) or (iii) of
Section 13(a) hereof.

     

    “SEC”
shall mean the U.S. Securities and Exchange Commission and any successor
thereto.

     

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

     

    “Shares
Acquisition Date” shall mean the first date of public announcement
(which, for purposes of this definition shall include, without limitation, a
report filed pursuant to Section 13(d) under the Exchange Act) by the Company or
an Acquiring Person that an Acquiring Person has become such; provided that, if
such Person is determined not to have become an Acquiring Person as defined
herein, then no Shares Acquisition Date shall be deemed to have
occurred.

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Subsidiary”
of any Person shall mean any corporation or other entity of which an amount of
voting securities sufficient to elect a majority of the directors or Persons
having similar authority of such corporation or other entity is beneficially
owned, directly or indirectly, by such Person, or any corporation or other
entity otherwise controlled by such Person.

     

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

     

    “Summary
of Rights” shall mean a summary of this Rights Agreement substantially in
the form attached hereto as Exhibit
C.

     

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

     

    “Trading
Day” shall mean a day on which the principal national securities exchange
on which a referenced security is listed or admitted to trading is open for the
transaction of business or, if a referenced security is not listed or admitted
to trading on any national securities exchange, a Business Day.

     

    A “Triggering
Event” shall be deemed to have occurred upon any Person, becoming an
Acquiring Person.

     

    2.           Appointment
of Rights Agent.  The Company hereby appoints the Rights Agent
to act as rights agent for the Company in accordance with the terms and
conditions hereof, and the Rights Agent hereby accepts such
appointment.  The Company may from time to time appoint such co-Rights
Agent as it may deem necessary or desirable.  The Rights Agent shall
have no duty to supervise, and in no event shall be liable for, the acts or
omissions of any such co-Rights Agent appointed by the Company.

     

    3.           Issuance
of Rights Certificates.

     

    (a)           Until
the Distribution Date, (i) the Rights will be evidenced (subject to the
provisions of Sections 3(b) and 3(c) hereof) by the certificates for shares of
Common Stock registered in the names of the holders thereof (which certificates
shall also be deemed to be Rights Certificates) and not by separate Rights
Certificates and (ii) the right to receive Rights Certificates will be
transferable only in connection with the transfer of shares of Common
Stock.  Until the earlier of the Distribution Date or the Expiration
Date, the surrender for transfer of certificates for shares of Common Stock
shall also constitute the surrender for transfer of the Rights associated with
the shares of Common Stock represented thereby.  As soon as
practicable after the Distribution Date, the Company will prepare and execute,
the Rights Agent will countersign, and the Company will send or cause to be sent
(and the Rights Agent will, if requested and provided with all necessary
information, send) by first-class, postage-prepaid mail, to each record holder
of shares of Common Stock as of the Close of Business on the Distribution Date,
at the address of such holder shown on the records of the Company, or the
transfer agent or registrar for the Common Shares, a Right Certificate, in
substantially the form of Exhibit B hereto, evidencing one Right for each share
of Common Stock so held, subject to adjustment as provided herein.  In
the event that an adjustment in the number of Rights per share of Common Stock
has been made pursuant to Section 11 hereof, then at the time of distribution of
the Rights Certificates, the Company shall make the necessary and appropriate
rounding adjustments (in accordance with Section 14(a) hereof) so that Rights
Certificates representing only whole numbers
of Rights are distributed and cash is paid in lieu of any fractional
Rights.  As of the Distribution Date, the Rights will be evidenced
solely by such Rights Certificates and may be transferred by the transfer of the
Rights Certificates as permitted hereby, separately and apart from any transfer
of shares of Common Stock, and the holders of such Rights Certificates as listed
in the records of the Company or any transfer agent or registrar for the Rights
shall be the record holders thereof.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    The
Company shall promptly notify the Rights Agent 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 next Business Day.  Until
such notice is received by the Rights Agent, whether written or oral, the Rights
Agent may presume conclusively for all purposes that the Distribution Date has
not occurred.

     

    (b)           On
the Record Date or as soon as practicable thereafter, the Company will send a
copy of the Summary of Rights by first-class, postage-prepaid mail, to each
record holder of shares of Common Stock as of the Close of Business on the
Record Date, at the address of such holder shown on the records of the Company
or the transfer agent or registrar for the Common Shares.  With
respect to certificates for shares of Common Stock outstanding as of the Record
Date, until the Distribution Date, the Rights will be evidenced by such
certificates registered in the names of the holders thereof together with the
Summary of Rights.  Until the Distribution Date (or, if earlier, the
Expiration Date), the surrender for transfer of any certificate for shares of
Common Stock outstanding on the Record Date, with or without a copy of the
Summary of Rights, shall also constitute the transfer of the Rights associated
with the shares of Common Stock represented thereby.

     

    (c)           Unless
the Board of Directors by resolution adopted at or before the time of the
issuance of any shares of Common Stock specifies to the contrary, Rights shall
be issued in respect of all shares of Common Stock that are issued after the
Record Date but prior to the earlier of the Distribution Date or the Expiration
Date or, in certain circumstances provided in Section 22 hereof, after the
Distribution Date.  Certificates representing such shares of Common
Stock shall also be deemed to be certificates for Rights, and shall bear a
legend in substantially the following form:

     

    THIS
CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS
SET FORTH IN A STOCKHOLDERS RIGHTS AGREEMENT BETWEEN DIANA SHIPPING INC. AND
MELLON INVESTOR SERVICES LLC, AS THE RIGHTS AGENT, DATED AS OF OCTOBER 7, 2008,
(THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY
REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF
DIANA SHIPPING INC.  UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE
RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND
WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE.  DIANA SHIPPING INC.
WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT
WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.  UNDER
CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR
HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE
OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT),
WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT
HOLDER, MAY BECOME NULL AND VOID.

     

    With
respect to such certificates containing the foregoing legend, until the earlier
of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated
with the shares of Common Stock
represented by such certificates shall be evidenced by such certificates alone,
and the surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the shares of Common Stock represented
thereby.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (d)           In
the event that the Company purchases or acquires any shares of Common Stock
after the Record Date but prior to the Distribution Date, any Rights associated
with such shares of Common Stock shall be deemed canceled and retired so that
the Company shall not be entitled to exercise any Rights associated with the
shares of Common Stock which are no longer outstanding.

     

    4.           Form
of Rights Certificates.

     

    (a)           The
Rights Certificates (and the forms of election to purchase shares of Series A
Preferred Stock and of assignment to be printed on the reverse thereof) shall be
substantially in the form of 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, 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 a national market system, on which the Rights may from time to
time be listed or traded, or to conform to usage.  Subject to the
provisions of Section 11 and Section 22 hereof, the Rights Certificates,
whenever distributed, shall be dated as of the Record Date (or in the case of
Rights issued with respect to shares of Common Stock issued by the Company after
the Record Date, as of the date of issuance of such shares of Common Stock) and
on their face shall entitle the holders thereof to purchase such number of one
one-thousandth of a Preferred Share as shall be set forth therein at the price
set forth therein (such exercise price per one one-thousandth of a Preferred
Share being hereinafter referred to as the “Exercise
Price” and the aggregate Exercise Price of all Preferred Shares issuable
upon exercise of one Right being hereinafter referred to as the “Total
Exercise Price”), but the number and type of securities purchasable upon
the exercise of each Right and the Exercise Price shall be subject to adjustment
as provided herein.

     

    (b)           Any
Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that
represents Rights beneficially owned by: (i) an Acquiring Person or any
Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring
Person (or of any such Associate or Affiliate) who becomes a transferee after
the Acquiring Person becomes such or (iii) a transferee of an Acquiring Person
(or of any such Associate or Affiliate) who becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and receives such Rights
pursuant to either (A) a transfer (whether or not for consideration) from the
Acquiring Person to holders of equity interests in such Acquiring Person or to
any Person with whom such Acquiring Person has any continuing agreement,
arrangement or understanding regarding the transferred Rights or (B) a transfer
which the Company’s Board of Directors has determined is part of a plan,
arrangement or understanding which has as a primary purpose or effect avoidance
of Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6
or Section 11 hereof upon transfer, exchange, replacement or adjustment of any
other Rights Certificate referred to in this sentence, shall contain (to the
extent the Rights Agent has knowledge thereof and to the extent feasible) a
legend in substantially the following form:

    
       

      THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE
BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN
AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT).  ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE
RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES
SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT. 

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    5.           Countersignature
and Registration.

     

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

     

    (b)           Following
the Distribution Date, receipt by the Rights Agent of notice to that effect and
all other relevant information referred to in Section 3(a), the Rights
Agent will keep or cause to be kept, at its office designated for such purposes,
books for registration and transfer of the Rights Certificates issued
hereunder.  Such books shall show the names and addresses of the
respective holders of the Rights Certificates, the number of Rights evidenced on
its face by each of the Rights Certificates and the date of each of the Rights
Certificates.

     

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

     

    (a)           Subject
to the provisions of Sections 7(e), 14 and 24 hereof, at any time after the
Close of Business on the Distribution Date, and at or prior to the Close of
Business on the Expiration Date, any Rights Certificate or Rights Certificates
may be transferred, split up, combined or exchanged for another Rights
Certificate or Rights Certificates, entitling the registered holder to purchase
a like number of one one-thousandth of a Preferred Share (or, following a
Triggering Event, other securities, cash or other assets, as the case may be) as
the Rights Certificate or Rights Certificates surrendered then entitled such
holder to purchase.  Any registered holder desiring to transfer, split
up, combine or exchange any Rights Certificate or Rights Certificates shall make
such request in writing delivered to the Rights Agent, and shall surrender the
Rights Certificate or Rights Certificates to be transferred, split up, combined
or exchanged
at the office of the Rights Agent designated for such purpose.  The
Right Certificates are transferable only on the registry books of the Rights
Agent.  Neither the Rights Agent nor the Company shall be obligated to
take any action whatsoever with respect to the transfer of any such surrendered
Rights Certificate until the registered holder shall have properly completed and
signed the certificate contained in the form of assignment on the reverse side
of such Rights Certificate and shall have provided such additional evidence of
the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates
or Associates thereof as the Company shall reasonably
request.  Thereupon the Rights Agent shall, subject to Sections 7(e),
14 and 24 hereof, countersign and deliver to the person entitled thereto a
Rights Certificate or Rights Certificates, as the case may be, as so
requested.  The Company may require payment of a sum sufficient to
cover any tax or charge that may be imposed in connection with any transfer,
split up, combination or exchange of Rights Certificates.  The Rights
Agent shall have no duty or obligation under any Section of this Rights
Agreement relating to the payment of taxes or charges unless and until it is
satisfied that all such taxes or charges have been paid.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)           Upon
receipt by the Company and the Rights Agent of evidence reasonably satisfactory
to them of the loss, theft, destruction or mutilation of a Rights Certificate,
and, in case of loss, theft or destruction, of indemnity or security
satisfactory to them, and, at the Company’s request, reimbursement to the
Company and the Rights Agent of all reasonable expenses incidental thereto, and
upon surrender to the Rights Agent and cancellation of the Rights Certificate if
mutilated, the Company will make and deliver a new Rights Certificate of like
tenor to the Rights Agent for countersignature and delivery to the registered
holder in lieu of the Rights Certificate so lost, stolen, destroyed or
mutilated.

     

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

     

    (a)           Subject
to Sections 7(e), 23(b) and 24(b) hereof, the registered holder of any Rights
Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein) in whole or in part at any time after the Distribution Date and
prior to the Close of Business on the Expiration Date by surrender of the Rights
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 Exercise
Price for each one one-thousandth of a Preferred Share (or, following a
Triggering Event, other securities, cash or other assets as the case may be) as
to which the Rights are exercised.

     

    (b)           The
Exercise Price for each one one-thousandth of a Preferred Share issuable
pursuant to the exercise of a Right shall initially be one hundred U.S. Dollars
(U.S. $100), shall be subject to adjustment from time to time as provided in
Sections 11 and 13 hereof and shall be payable in lawful money of the United
States of America in accordance with paragraph (c) below.

     

    (c)           Upon
receipt of a Rights Certificate representing exercisable Rights, with the form
of election to purchase duly executed, accompanied by payment of the Exercise
Price for the number of one one-thousandth of a Preferred Share (or, following a
Triggering Event, other securities, cash or other assets as the case may be) to
be purchased and an amount equal to any applicable tax or charge required to be
paid by the holder of such Rights Certificate in accordance
with Section 9(e) hereof, the Rights Agent shall, subject to Section 20(k)
hereof, thereupon promptly (i) (A) requisition from any transfer agent of the
Preferred Shares (or make available, if the Rights Agent is the transfer agent
for the Preferred Shares) a certificate or certificates for the number of one
one-thousandth of a Preferred Share (or, following a Triggering Event, other
securities, cash or other assets as the case may be) to be purchased and the
Company hereby irrevocably authorizes its transfer agent to comply with all such
requests or (B) if the Company shall have elected to deposit the total number of
one one-thousandth of a Preferred Share (or, following a Triggering Event, other
securities, cash or other assets as the case may be) issuable upon exercise of
the Rights hereunder with a depositary agent, requisition from the depositary
agent depositary receipts representing such number of one one-thousandth of a
Preferred Share (or, following a Triggering Event, other securities, cash or
other assets as the case may be) as are to be purchased (in which case
certificates for the Preferred Shares (or, following a Triggering Event, other
securities, cash or other assets as the case may be) represented by such
receipts shall be deposited by the transfer agent with the depositary agent) and
the Company hereby directs the depositary agent to comply with such request,
(ii) when appropriate, requisition from the Company the amount of cash to be
paid in lieu of issuance of fractional shares in accordance with Section 14
hereof, (iii) after receipt of such certificates or depositary receipts, cause
the same to be delivered to or upon the order of the registered holder of such
Rights Certificate, registered in such name or names as may be designated by
such holder and (iv) when appropriate, after receipt thereof, deliver such cash
to or upon the order of the registered holder of such Rights
Certificate.  The payment of the Exercise Price (as such amount may be
reduced (including to zero) pursuant to Section 11(a)(iii) hereof) and an amount
equal to any applicable tax or charge required to be paid by the holder of such
Rights Certificate in accordance with Section 9(e) hereof, may be made in cash
or by certified bank check, cashier’s check or bank draft payable to the order
of the Company.  In the event that the Company is obligated to issue
securities of the Company other than Preferred Shares, pay cash and/or
distribute other property pursuant to Section 11(a) hereof, the Company will
make all arrangements necessary so that such other securities, cash and/or other
property are available for distribution by the Rights Agent, if and when
necessary to comply with this Rights Agreement.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (d)           In
case the registered holder of any Rights Certificate shall exercise less than
all the Rights evidenced thereby, a new Rights Certificate evidencing Rights
equivalent to the Rights remaining unexercised shall be issued by the Rights
Agent to the registered holder of such Rights Certificate or to his or her duly
authorized assigns, subject to the provisions of Section 14 hereof.

     

    (e)           Notwithstanding
anything in this Rights Agreement to the contrary, from and after the first
occurrence of a Triggering Event, any Rights beneficially owned by (i) an
Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a
transferee of an Acquiring Person (or of any such Associate or Affiliate) who
becomes a transferee after the Acquiring Person becomes such (a “Post-Event
Transferee”), (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person to
holders of equity interests in such Acquiring Person or to any Person with whom
the Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer
which the Company’s Board of Directors 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 “Pre-Event
Transferee”) or (iv) any subsequent transferee receiving transferred
Rights from a Post-Event Transferee or a Pre-Event 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) and Section 4(b)
hereof are complied with, but neither the Company nor the Rights Agent shall
have any liability to any holder of Rights Certificates or to any other Person
as a result of the Company’s failure to make any determinations with respect to
an Acquiring Person or any of such Acquiring Person’s Affiliates, Associates or
transferees hereunder.

     

    (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 upon the occurrence of any purported exercise as set forth in
this Section 7 unless such registered holder shall, in addition to having
complied with the requirements of Section 7(a), have (i) properly completed and
signed the certificate contained in the form of election to purchase set forth
on the reverse side of the Rights Certificate surrendered for such exercise and
(ii) provided such additional evidence of the identity of the Beneficial Owner
(or former Beneficial Owner) or Affiliates or Associates thereof as the Company
shall reasonably request.

     

    8.           Cancellation
and Destruction of Rights Certificates.  All Rights
Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancellation or in canceled form,
or, if surrendered to the Rights Agent, shall be canceled by it, and no Rights
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Rights Agreement.  The Company shall
deliver to the Rights Agent for cancellation and retirement, and the Rights
Agent shall so cancel and retire, any Rights Certificate purchased or acquired
by the Company otherwise than upon the exercise thereof.  The Rights
Agent shall deliver all canceled Rights Certificates to the Company, or shall,
at the written request of the Company, destroy such canceled Rights
Certificates, and in such case shall deliver a certificate of destruction
thereof to the Company.

     

    9.           Reservation
and Availability of Preferred Shares.

     

    (a)           The
Company covenants and agrees that it will use its best efforts to cause to be
reserved and kept available out of its authorized and unissued Preferred Shares
not reserved for another purpose (and, following the occurrence of a Triggering
Event, out of its authorized and unissued shares of Common Stock and/or other
securities), the number of Preferred Shares (and, following the occurrence of
the Triggering Event, Common Stock and/or other securities) that will be
sufficient to permit the exercise in full of all outstanding
Rights.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      (b)           If
the Company shall hereafter list any of its Preferred Shares on a national
securities exchange, then so long as the Preferred Shares (and, following the
occurrence of a Triggering Event, shares of Common Stock and/or other
securities) issuable and deliverable upon exercise of the Rights may be
listed on such exchange, the Company shall use its best efforts to cause, from
and after such time as the Rights become exercisable (but only to the extent
that it is reasonably likely that the Rights will be exercised), all shares
reserved for such issuance to be listed on such exchange upon official notice of
issuance upon such exercise.

    

     

    (c)           The
Company shall use its best efforts to (i) file, as soon as practicable following
the earliest date after the first occurrence of a Triggering Event in which the
consideration to be delivered by the Company upon exercise of the Rights is
described in Section 11(a)(ii) or Section 11(a)(iii) hereof, or as soon as is
required by law following the Distribution Date, as the case may be, a
registration statement under the Securities Act with respect to the securities
purchasable upon exercise of the Rights on an appropriate form, (ii) cause such
registration statement to become effective as soon as practicable after such
filing and (iii) cause such registration statement to remain effective (with a
prospectus at all times meeting the requirements of the Securities Act) until
the earlier of (A) the date as of which the Rights are no longer exercisable for
such securities and (B) the date of expiration of the Rights.  The
Company may temporarily suspend, for a period not to exceed ninety (90) days
after the date set forth in clause (i) of the first sentence of this Section
9(c), the exercisability of the Rights in order to prepare and file such
registration statement and permit it to become effective.  Upon any
such suspension, the Company shall issue a public announcement and notify the
Rights Agent that the exercisability of the Rights has been temporarily
suspended, as well as a public announcement and notification to the Rights Agent
at such time as the suspension is no longer in effect.  The Company
will also take such action as may be appropriate under, or to ensure compliance
with, the securities or “blue sky” laws of the various states in connection with
the exercisability of the Rights.  Notwithstanding any provision of
this Rights Agreement to the contrary, the Rights shall not be exercisable in
any jurisdiction, unless the requisite qualification in such jurisdiction shall
have been obtained, or an exemption therefrom shall be available, and until a
registration statement has been declared effective.

     

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

     

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

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    10.           Record
Date.  Each Person in whose name any certificate for a number
of one one-thousandth of a Preferred Share (or other securities of the Company)
is issued upon the exercise of Rights shall for all purposes be deemed to have
become the holder of record of Preferred Shares (or other securities of the
Company) represented thereon, and such certificate shall be dated, the date upon
which the Rights Certificate evidencing such Rights was duly surrendered and
payment of the Total Exercise Price with respect to which the Rights have been
exercised (and any applicable 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 are closed, such Person shall be deemed to have become the
record holder of such shares on, and such certificate shall be dated, the next
succeeding Business Day on which the transfer books of the Company are
open.  Prior to the exercise of the Rights evidenced thereby, the
holder of a Rights Certificate shall not be entitled to any rights of a holder
of Preferred Shares (or other securities of the Company) for which the Rights
shall be exercisable, including, without limitation, the right to vote, to
receive dividends or other distributions or to exercise any preemptive rights,
and shall not be entitled to receive any notice of any proceedings of the
Company, except as provided herein.

     

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

     

    (a)           (i)
Notwithstanding anything in this Rights Agreement to the contrary, in the event
the Company shall at any time after the date of this Rights Agreement (A)
declare a dividend on the Preferred Shares payable in Preferred Shares, (B)
subdivide the outstanding Preferred Shares, (C) combine the outstanding
Preferred Shares (by reverse stock split or otherwise) into a smaller number of
Preferred Shares, or (D) issue any shares of its capital stock in a
reclassification of the Preferred Shares (including any such reclassification in
connection with a consolidation or merger in which the Company is the continuing
or surviving corporation), then, in each such event, except as otherwise
provided in this Section 11 and Section 7(e) hereof: (1) the Exercise Price in
effect at the time of the record date for such dividend or of the effective date
of such subdivision, combination or reclassification shall be adjusted so that
the Exercise Price thereafter shall equal the result obtained by dividing the
Exercise Price in effect immediately prior to such time by a fraction (the
“Adjustment
Fraction”), the numerator of which shall be the total number of Preferred
Shares (or shares of capital stock issued in such reclassification of the
Preferred Shares) outstanding immediately following such time and the
denominator of which shall be the total number of Preferred Shares outstanding
immediately prior to such time; provided,
however,
that in no event shall the consideration to be paid upon the exercise of one
Right be less than the aggregate par value of the shares of capital stock of the
Company issuable upon exercise of such Right; and (2) the number of one
one-thousandth of a Preferred Share (or share of such other capital stock)
issuable upon the exercise of each Right shall equal the number of one
one-thousandth of a Preferred Share (or share of such other capital stock) as
was issuable upon exercise of a Right immediately prior to the occurrence of the
event described in clauses (A)-(D) of this Section 11(a)(i), multiplied by the
Adjustment Fraction; provided,
however,
that, no such adjustment shall be made pursuant to this Section 11(a)(i) to the
extent that there shall have simultaneously occurred an event described in
clause (A), (B), (C) or (D) of Section 11(n) with a proportionate adjustment
being made thereunder.  Each
share of Common Stock that shall become outstanding after an adjustment has been
made pursuant to this Section 11(a)(i) shall have associated with it the number
of Rights, exercisable at the Exercise Price and for the number of one
one-thousandth of a Preferred Share (or shares of such other capital stock) as
one share of Common Stock has associated with it immediately following the
adjustment made pursuant to this Section 11(a)(i).

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (i)           Subject
to Section 24 of this Rights Agreement, in the event a Triggering Event shall
have occurred, then promptly following such Triggering Event each holder of a
Right, except as provided in Section 7(e) hereof, shall thereafter have the
right to receive for each Right, upon exercise thereof in accordance with the
terms of this Rights Agreement and payment of the Exercise Price in effect
immediately prior to the occurrence of the Triggering Event, in lieu of a number
of one one-thousandth of a Preferred Share, such number of shares of Common
Stock of the Company as shall equal the result obtained by multiplying the
Exercise Price in effect immediately prior to the occurrence of the Triggering
Event by the number of one one-thousandth of a Preferred Share for which a Right
was exercisable (or would have been exercisable if the Distribution Date had
occurred) immediately prior to the first occurrence of a Triggering Event, and
dividing that product by 50% of the Current Per Share Market Price for shares of
Common Stock on the date of occurrence of the Triggering Event; provided,
however,
that the Exercise Price and the number of shares of Common Stock of the Company
so receivable upon exercise of a Right shall be subject to further adjustment as
appropriate in accordance with Section 11(e) hereof to reflect any events
occurring in respect of the shares of Common Stock of the Company after the
occurrence of the Triggering Event.

     

    (ii)           In
lieu of issuing shares of Common Stock in accordance with Section 11(a)(ii)
hereof, the Company may, if the Company’s Board of Directors determines that
such action is necessary or appropriate and not contrary to the interest of
holders of Rights and, in the event that the number of shares of Common Stock
which are authorized by the Company’s Certificate of Incorporation but not
outstanding or reserved for issuance for purposes other than upon exercise of
the Rights are not sufficient to permit the exercise in full of the Rights, or
if any necessary regulatory approval for such issuance has not been obtained by
the Company, the Company shall: (A) determine the excess of (1) the value of the
shares of Common Stock issuable upon the exercise of a Right (the “Current
Value”) over (2) the Exercise Price (such excess, the “Spread”)
and (B) with respect to each Right, make adequate provision to substitute for
such shares of Common Stock, upon exercise of the Rights, (1) cash, (2) a
reduction in the Exercise Price, (3) other equity securities of the Company
(including, without limitation, shares or units of shares of any series of
preferred stock which the Company’s Board of Directors has deemed to have the
same value as Common Stock (such shares or units of shares of preferred stock
are herein called “Common
Stock Equivalents”)), except to the extent that the Company has not
obtained any necessary stockholder or regulatory approval for such issuance, (4)
debt securities of the Company, except to the extent that the Company has not
obtained any necessary stockholder or regulatory approval for such issuance, (5)
other
assets or (6) any combination of the foregoing, having an aggregate value equal
to the Current Value, where such aggregate value has been determined by the
Company’s Board of Directors based upon the advice of a nationally recognized
investment banking firm selected by the Company’s Board of Directors; provided,
however,
if the Company shall not have made adequate provision to deliver value pursuant
to clause (B) above within thirty (30) days following the later of (x) the first
occurrence of a Triggering Event and (y) the date on which the Company’s right
of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being
referred to herein as the “Section
11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver,
upon the surrender for exercise of a Right and without requiring payment of the
Exercise Price, Common Stock (to the extent available), except to the extent
that the Company has not obtained any necessary stockholder or regulatory
approval for such issuance, and then, if necessary, cash, which shares and/or
cash have an aggregate value equal to the Spread.  If the Company’s
Board of Directors shall determine in good faith that it is likely that
sufficient additional Common Stock could be authorized for issuance upon
exercise in full of the Rights or that any necessary regulatory approval for
such issuance will be obtained, the thirty (30) day period set forth above may
be extended to the extent necessary, but not more than ninety (90) days after
the Section 11(a)(ii) Trigger Date, in order that the Company may seek
stockholder approval for the authorization of such additional shares or take
action to obtain such regulatory approval (such period, as it may be extended,
the “Substitution
Period”).  To the extent that the Company determines that some
action need be taken pursuant to the first and/or second sentences of this
Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e)
hereof, that such action shall apply uniformly to all outstanding Rights and (y)
may suspend the exercisability of the Rights until the expiration of the
Substitution Period in order to seek any authorization of additional shares, to
take any action to obtain any required regulatory approval and/or to decide the
appropriate form of distribution to be made pursuant to such first sentence and
to determine the value thereof.  In the event of any such suspension,
the Company shall issue a public announcement stating that the exercisability of
the Rights has been temporarily suspended, as well as a public announcement at
such time as the suspension is no longer in effect.  For purposes of
this Section 11(a)(iii), the value of the Common Stock shall be the Current Per
Share Market Price of the Common Stock on the Section 11(a)(ii) Trigger Date and
the value of any Common Stock Equivalent shall be deemed to have the same value
as the Common Stock on such date.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      (b)           In
case the Company shall, at any time after the date of this Rights Agreement, fix
a record date for the issuance of rights, options or warrants to all holders of
Preferred Shares entitling such holders (for a period expiring within forty-five
(45) calendar days after such record date) to subscribe for or purchase
Preferred Shares or Equivalent Shares or securities convertible into Preferred
Shares or Equivalent Shares at a price per share (or having a conversion price
per share, if a security convertible into Preferred Shares or Equivalent Shares)
less than the then Current Per Share Market Price of the Preferred Shares or
Equivalent Shares on such record date, then, in each such case, the Exercise
Price to be in effect after such record date shall be determined by
multiplying the Exercise Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the number of Preferred Shares
and Equivalent Shares (if any) outstanding on such record date, plus the number
of Preferred Shares or Equivalent Shares, as the case may be, which the
aggregate offering price of the total number of Preferred Shares or Equivalent
Shares, as the case may be, to be offered or issued (and/or the aggregate
initial conversion price of the convertible securities to be offered or issued)
would purchase at such current market price, and the denominator of which shall
be the number of Preferred Shares and Equivalent Shares (if any) outstanding on
such record date, plus the number of additional Preferred Shares or Equivalent
Shares, as the case may be, to be offered for subscription or purchase (or into
which the convertible securities so to be offered are initially convertible);
provided,
however,
that in no event shall the consideration to be paid upon the exercise of one
Right be less than the aggregate par value of the shares of capital stock of the
Company issuable upon exercise of one Right.  In case such
subscription price may be paid in a consideration part or all of which shall be
in a form other than cash, the value of such consideration shall be as
determined in good faith by the Company’s Board of Directors, whose
determination shall be described in a statement filed with the Rights Agent and
shall be binding on the Rights Agent and the holders of the
Rights.  Preferred Shares and Equivalent Shares owned by or held for
the account of the Company shall not be deemed outstanding for the purpose of
any such computation.  Such adjustment shall be made successively
whenever such a record date is fixed, and in the event that such rights, options
or warrants are not so issued, the Exercise Price shall be adjusted to be the
Exercise Price which would then be in effect if such record date had not been
fixed.

    

     

    (c)           In
case the Company shall, at any time after the date of this Rights Agreement, fix
a record date for the making of a distribution to all holders of the Preferred
Shares or of any class or series of Equivalent Shares (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation) of evidences of indebtedness
or assets (other than a regular quarterly cash dividend, if any, or a dividend
payable in Preferred Shares) or subscription rights, options or warrants
(excluding those referred to in Section 11(b)), then, in each such case, the
Exercise Price to be in effect after such record date shall be determined by
multiplying the Exercise Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the Current Per Share Market
Price of a Preferred Share or an Equivalent Share on such record date, less the
fair market value per Preferred Share or Equivalent Share (as determined in good
faith by the Board of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent) of the portion of the
cash, assets or evidences of indebtedness so to be distributed or of such
subscription rights or warrants applicable to a Preferred Share or Equivalent
Share, as the case may be, and the denominator of which shall be such Current
Per Share Market Price of a Preferred Share or Equivalent Share on such record
date; provided,
however,
that in no event shall the consideration to be paid upon the exercise of one
Right be less than the aggregate par value of the shares of capital stock of the
Company issuable upon exercise of one Right.  Such adjustments shall
be made successively whenever such a record date is fixed, and in the event that
such distribution is not so made, the Exercise Price shall be adjusted to be the
Exercise Price which would have been in effect if such record date had not been
fixed.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

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

     

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

     

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

     

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

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

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

     

    (j)           Before
taking any action that would cause an adjustment reducing the Exercise Price
below the par or stated value, if any, of the number of one one-thousandth of a
Preferred Share issuable upon exercise of the Rights, the Company shall take any
corporate action which may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue as fully paid and nonassessable
shares such number of one one-thousandth of a Preferred Share at such adjusted
Exercise Price.

     

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

     

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

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

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

     

    (n)           In
the event the Company shall at any time after the date of this Rights Agreement
(A) declare a dividend on the Common Stock payable in shares of Common Stock,
(B) subdivide the outstanding shares of Common Stock, (C) combine the
outstanding Common Stock (by reverse stock split or otherwise) into a smaller
number of shares of Common Stock, or (D) issue any shares of its capital stock
in a reclassification of the shares of Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), then, in each such event,
except as otherwise provided in this Section 11(a) and Section 7(e) hereof: (1)
each share of Common Stock (or shares of capital stock issued in such
reclassification of the Common Stock) outstanding immediately following such
time shall have associated with it the number of Rights as were associated with
one share of Common Stock immediately prior to the occurrence of the event
described in clauses (A)-(D) above; (2) the Exercise Price in effect at the time
of the record date for such dividend or of the effective date of such
subdivision, combination or reclassification shall be adjusted so that the
Exercise Price thereafter shall equal the result obtained by multiplying the
Exercise Price in effect immediately prior to such time by a fraction, the
numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to the event described in clauses (A)-(D) above,
and the denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such event; provided,
however,
that in no event shall the consideration to be paid upon the exercise of one
Right be less than the aggregate par value of the shares of capital stock of the
Company issuable upon exercise of such Right; and (3) the number of one
one-thousandth of a Preferred Share (or shares of such other capital stock)
issuable upon the exercise of each Right outstanding after such event shall
equal the number of one one-thousandth of a Preferred Share (or shares of such
other capital stock) as were issuable with respect to one Right immediately
prior to such event.  Each share of Common Stock that shall become
outstanding after an adjustment has been made pursuant to this Section 11(n)
shall have associated with it the number of Rights, exercisable at the Exercise
Price and for the number of one one-thousandth of a Preferred Share (or shares
of such other capital stock) as one share of Common Stock has associated with it
immediately following the adjustment made pursuant to this Section
11(n).  If an event occurs which would require an adjustment under
both this Section 11(n) and Section 11(a)(ii) hereof, the adjustment provided
for in this Section 11(n) shall be in addition to, and shall be made prior to,
any adjustment required pursuant to Section 11(a)(ii) hereof.

     

    12.           Certificate
of Adjusted Exercise Price or Number of Shares.  Whenever an
adjustment is made as provided in Sections 11 and 13 hereof, the Company shall
promptly (a) prepare a certificate setting forth such adjustment and a brief
statement of the facts accounting for such adjustment, (b) file with the Rights
Agent and with each transfer agent for the Preferred Shares a copy of such
certificate and (c) mail a brief summary thereof to each holder of a Rights
Certificate in accordance with Section 26 hereof.  Notwithstanding the
foregoing sentence, the failure
of the Company to make such certification or give such notice shall not affect
the validity of such adjustment or the force or effect of the requirement for
such adjustment.  The Rights Agent shall be fully protected in relying
on any such certificate and on any adjustment or statement contained therein and
shall have no duty or liability with respect to, and shall not be deemed to have
knowledge of any adjustment unless and until it shall have received such
certificate.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

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

     

    (a)           In
the event that, following a Shares Acquisition Date, directly or
indirectly:

     

    (i)           the
Company shall consolidate with, or merge with and into, any other Person (other
than a wholly-owned Subsidiary of the Company in a transaction the principal
purpose of which is to change the state of incorporation of the Company and
which complies with Section 11(m) hereof);

     

    (ii)           any
Person shall consolidate with the Company, or merge with and into the Company
and the Company shall be the continuing or surviving corporation of such
consolidation or merger and, in connection with such merger, all or part of the
shares of Common Stock shall be changed into or exchanged for stock or other
securities of any other person (or the Company); or

     

    (iii)           the
Company shall sell or otherwise transfer (or one or more of its Subsidiaries
shall sell or otherwise transfer), in one or more transactions, assets or
earning power aggregating 50% or more of the assets or earning power of the
Company and its Subsidiaries (taken as a whole) to any other Person or Persons
(other than the Company or one or more of its wholly owned Subsidiaries in one
or more transactions, each of which individually (and together) complies with
Section 11(m) hereof),

     

    then,
concurrent with and in each such case:

     

    (a)  each
holder of a Right (except as provided in Section 7(e) hereof) shall thereafter
have the right to receive, upon the exercise thereof, at a price equal to the
Total Exercise Price applicable immediately prior to the occurrence of the
Section 13 Event in accordance with the terms of this Rights Agreement, such
number of validly authorized and issued, fully paid, nonassessable and freely
tradeable shares of Common Stock of the Principal Party (as hereinafter
defined), free of any liens, encumbrances, rights of first refusal or other
adverse claims, as shall be equal to the result obtained by dividing such Total
Exercise Price by 50% of the Current Per Share Market Price of the shares of
Common Stock of such Principal Party on the date of consummation of such Section
13 Event, provided,
however,
that the Exercise Price and the number of shares of Common Stock of such
Principal Party so receivable upon exercise of a Right shall be subject to
further adjustment as appropriate in accordance with Section 11(e)
hereof;

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

    (e)  upon
the subsequent occurrence of any consolidation, merger, sale or transfer of
assets or other extraordinary transaction in respect of such Principal Party,
each holder of a Right shall thereupon be entitled to receive, upon exercise of
a Right and payment of the Total Exercise Price as provided in this Section
13(a), such cash, shares, rights, warrants and other property which such holder
would have been entitled to receive had such holder, at the time of such
transaction, owned the shares of Common Stock of the Principal Party receivable
upon the exercise of such Right pursuant to this Section 13(a), and such
Principal Party shall take such steps (including, but not limited to,
reservation of shares of stock) as may be necessary to permit the subsequent
exercise of the Rights in accordance with the terms hereof for such cash,
shares, rights, warrants and other property.

     

    (f)  For
purposes hereof, the “earning power” of the Company and its Subsidiaries shall
be determined in good faith by the Company’s Board of Directors on the basis of
the operating earnings of each business operated by the Company
and its Subsidiaries during the three fiscal years preceding the date of such
determination (or, in the case of any business not operated by the Company or
any Subsidiary during three full fiscal years preceding such date, during the
period such business was operated by the Company or any
Subsidiary).

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)           For
purposes of this Rights Agreement, the term “Principal
Party” shall mean:

     

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

     

    (ii)           in
the case of any transaction described in clause (iii) of Section13(a) hereof,
the Person that is the party receiving the greatest portion of the assets or
earning power transferred pursuant to such transaction or transactions, or, if
more than one Person that is a party to such transaction or transactions
receives the same portion of the assets or earning power so transferred and each
such portion would, were it not for the other equal portions, constitute the
greatest portion of the assets or earning power so transferred, or if the Person
receiving the greatest portion of the assets or earning power cannot be
determined, whichever of such Persons is the issuer of shares of Common Stock
having the greatest aggregate market value of shares outstanding; provided,
however,
that in any such case described in the foregoing clause (b)(i) or (b)(ii), if
the shares of Common Stock of such Person are not at such time or have not been
continuously over the preceding 12-month period registered under Section 12 of
the Exchange Act, then (1) if such Person is a direct or indirect Subsidiary of
another Person the shares of Common Stock of which are and have been so
registered, the term “Principal Party” shall refer to such other Person, or (2)
if such Person is a Subsidiary, directly or indirectly, of more than one Person,
the Common Stock of which are and have been so registered, the term “Principal
Party” shall refer to whichever of such Persons is the issuer of shares of
Common Stock having the greatest aggregate market value of shares outstanding,
or (3) if such Person is owned, directly or indirectly, by a joint venture
formed by two or more Persons that are not owned, directly or indirectly by the
same Person, the rules set forth in clauses (1) and (2) above shall apply to
each of the owners having an interest in the venture as if the Person owned by
the joint venture was a Subsidiary of both or all of such joint venturers, and
the Principal Party in each such case shall bear the obligations
set forth in this Section 13 in the same ratio as its interest in such Person
bears to the total of such interests.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (c)           The
Company shall not consummate any Section 13 Event unless the Principal Party
shall have a sufficient number of authorized shares of Common Stock that have
not been issued or reserved for issuance to permit the exercise in full of the
Rights in accordance with this Section 13 and unless prior thereto the Company
and such issuer shall have executed and delivered to the Rights Agent a
supplemental agreement confirming that such Principal Party shall, upon
consummation of such Section 13 Event, assume this Rights Agreement in
accordance with Sections 13(a) and 13(b) hereof, that all rights of first
refusal or preemptive rights in respect of the issuance of shares of Common
Stock of such Principal Party upon exercise of outstanding Rights have been
waived, that there are no rights, warrants, instruments or securities
outstanding or any agreements or arrangements which, as a result of the
consummation of such transaction, would eliminate or substantially diminish the
benefits intended to be afforded by the Rights and that such transaction shall
not result in a default by such Principal Party under this Rights Agreement, and
further providing that, as soon as practicable after the date of such Section 13
Event, such Principal Party will:

     

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

     

    (ii)           use
its best efforts to list (or continue the listing of) the Rights and the
securities purchasable upon exercise of the Rights on a national securities
exchange or to meet the eligibility requirements for quotation on Nasdaq and
list (or continue the listing of) the Rights and the securities purchasable upon
exercise of the Rights on Nasdaq; and

     

    (iii)           deliver
to holders of the Rights historical financial statements for such Principal
Party which comply in all respects with the requirements for registration on
Form F-1 (or any successor form) under the Exchange Act.

     

    In the
event that at any time after the occurrence of a Triggering Event some or all of
the Rights shall not have been exercised at the time of a transaction described
in this Section 13, the Rights which have not theretofore been exercised shall
thereafter be exercisable in the manner described in Section 13(a) (without
taking into account any prior adjustment required by Section
11(a)(ii)).

     

    (d)           In
case the “Principal Party” for purposes of Section 13(b) hereof has provision in
any of its authorized securities or in its certificate of incorporation or
by-laws or other instrument governing its corporate affairs, which provision
would have the effect of (i) causing such Principal Party to issue (other than
to holders of Rights pursuant to Section 13 hereof), in connection with, or as a
consequence of, the consummation of a Section 13 Event, shares of Common Stock
or Equivalent Shares of such Principal Party at less than the then Current
Per Share Market Price thereof or securities exercisable for, or convertible
into, shares of Common Stock or Equivalent Shares of such Principal Party at
less than such then Current Per Share Market Price, or (ii) providing for any
special payment, tax or similar provision in connection with the issuance of the
shares of Common Stock of such Principal Party pursuant to the provisions of
Section 13 hereof, then, in such event, the Company hereby agrees with each
holder of Rights that it shall not consummate any such transaction unless prior
thereto the Company and such Principal Party shall have executed and delivered
to the Rights Agent a supplemental agreement providing that the provision in
question of such Principal Party shall have been canceled, waived or amended, or
that the authorized securities shall be redeemed, so that the applicable
provision will have no effect in connection with or as a consequence of, the
consummation of the proposed transaction.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (e)           The
Company covenants and agrees that it shall not, at any time after the
Distribution Date, effect or permit to occur any Section 13 Event, if (i) at the
time or immediately after such Section 13 Event there are any rights, warrants
or other instruments or securities outstanding or agreements in effect which
would substantially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights, (ii) prior to, simultaneously with or immediately after
such Section 13 Event, the stockholders of the Person who constitutes, or would
constitute, the “Principal Party” for purposes of Section 13(b) hereof shall
have received a distribution of Rights previously owned by such Person or any of
its Affiliates or Associates or (iii) the form or nature of organization of the
Principal Party would preclude or limit the exercisability of the
Rights.

     

    (f)           The
provisions of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers.

     

    14.           Fractional
Rights and Fractional Shares.

     

    (a)           The
Company shall not be required to issue fractions of Rights or to distribute
Rights Certificates which evidence fractional Rights.  In lieu of such
fractional Rights, there shall be paid to the registered holders of the Rights
Certificates with regard to which such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the current market
value of a whole Right.  For the purposes of this Section 14(a), the
current market value of a whole Right shall be the closing price of the Rights
for the Trading Day immediately prior to the date on which such fractional
Rights would have been otherwise issuable, as determined pursuant to this Rights
Agreement.

     

    (b)           The
Company shall not be required to issue fractions of Preferred Shares (other than
fractions that are integral multiples of one one-thousandth of a Preferred
Share) upon exercise of the Rights or to distribute certificates which evidence
fractional Preferred Shares (other than fractions that are integral multiples of
one one-thousandth of a Preferred Share).  Interests in fractions of
Preferred Shares in integral multiples of one one-thousandth of a Preferred
Share may, at the election of the Company, be evidenced by depositary receipts,
pursuant to an appropriate agreement between the Company and a depositary
selected by it; provided, that such agreement shall provide that the holders of
such depositary receipts shall have all the rights, privileges and preferences
to which they are entitled as beneficial owners of the Preferred Shares
represented by such depositary receipts.  In lieu of fractional
Preferred Shares
that are not integral multiples of one one-thousandth of a Preferred Share, the
Company shall pay to the registered holders of Rights Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of a Preferred Share.  For
purposes of this Section 14(b), the current market value of a Preferred Share
shall be one thousand times the closing price of a share of Common Stock (as
determined pursuant to the terms hereof) for the Trading Day immediately prior
to the date of such exercise.

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

    

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

     

    (d)           The
holder of a Right by the acceptance of the Right expressly waives his or her
right to receive any fractional Rights or any fractional shares (other than
fractions that are integral multiples of one one-thousandth of a Preferred
Share) upon exercise of a Right.

     

    (e)           Whenever
a payment for fractional Rights or fractional Preferred 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 Preferred Shares under any Section of this
Rights Agreement relating to the payment of fractional Rights or fractional
Preferred Shares unless and until the Rights Agent shall have received such a
certificate and sufficient monies.

     

    15.           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 Section 18 and Section 20 hereof, are vested in the respective registered
holders of the Rights Certificates (and, prior to the Distribution Date, the
registered holders of the shares of Common Stock); and any registered holder of
any Rights Certificate (or, prior to the Distribution Date, of the shares of
Common Stock), without the consent of the Rights Agent or of the holder of any
other Rights Certificate (or, prior to the Distribution Date, of the shares of
Common Stock), may, in his or her own behalf and for his or her own benefit,
enforce, and may institute and maintain any suit, action or proceeding against
the Company to enforce, or otherwise act in respect of, his or her right to
exercise the Rights evidenced by such Rights Certificate in the manner provided
in such Rights 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 will be entitled
to specific performance of the obligations under, and injunctive relief against
actual or threatened violations of, the obligations of any Person subject to
this Rights Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (a)           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 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, that the Company shall use
all reasonable efforts to have any such injunction, order, judgment, decree or
ruling lifted or otherwise overturned as soon as possible.

     

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

     

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

     

    (b)           after
the Distribution Date, the Rights Certificates are transferable only on the
registry books of the Rights Agent if surrendered at the principal office or
offices of the Rights Agent designated for such purposes, duly endorsed or
accompanied by a proper instrument of transfer and with the appropriate forms
and certificates fully executed; and

     

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

     

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

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      18.           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, delivery, amendment, administration and execution
of this Rights Agreement and the exercise and performance of its duties
hereunder.  The Company also agrees to indemnify the Rights Agent for,
and to hold it harmless against, any loss, liability, damage, judgment, fine,
penalty, claim, demand, settlement, cost or expense (including, without
limitation, the reasonable fees and expenses of legal counsel), incurred without
gross negligence, bad faith or willful misconduct on the part of the Rights
Agent (which gross negligence or bad faith must be determined by a final,
non-appealable order, judgment, decree or ruling of a court of competent
jurisdiction), for any action taken, suffered or omitted to be taken by the
Rights Agent in connection with the acceptance, administration, exercise and
performance of its duties under this Rights Agreement, including the costs and
expenses of defending against any claim of liability in the
premises.  The costs and expenses incurred in enforcing this right of
indemnification shall be paid by the Company.  The provisions of this
Section 18 and Section 20 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 protected and shall incur no liability for, or in respect
of any action taken, suffered or omitted by it in connection with, its
administration of this Rights Agreement in reliance upon any Rights Certificate
or certificate for the Preferred Shares or shares of Common Stock or for other
securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement or other paper or document believed by it to be genuine
and to be signed, executed and, where necessary, verified or acknowledged, by
the proper Person or Persons, or otherwise upon the advice of counsel as set
forth in Section 20 hereof.

     

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

     

    (a)           Any
Person into which the Rights Agent or any successor Rights Agent may be merged
or with which it may be consolidated, or any Person resulting from any merger or
consolidation to which the Rights Agent or any successor Rights Agent shall be a
party, or any Person succeeding to the 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, that such
Person would be eligible for appointment as a successor Rights Agent under
Section 21 hereof.  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.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    20.           Rights
and 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)  upon the following terms and
conditions, by all of which the Company and the holders of Rights Certificates,
by their acceptance thereof, shall be bound:

     

    (a)           The
Rights Agent may consult with legal counsel (who may be legal counsel for the
Company or an employee of the Rights Agent), and the written advice or opinion
of such counsel shall be full and complete authorization and protection to the
Rights Agent and the Rights Agent shall incur no liability for or in respect of
any action taken, suffered or omitted by it in accordance with such written
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, without
limitation, the identity of any Acquiring Person and the determination of
Current Per Share 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 be herein specifically prescribed) may
be deemed to be conclusively proved and established by a certificate signed by
any one of the Chairman of the Board, the Chief Executive Officer, the
President, any Vice President, the Chief Financial Officer, the Secretary or any
Assistant 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 to be taken by it under the provisions of
this Rights Agreement in reliance upon such certificate.

     

    (c)           The
Rights Agent shall be liable hereunder to the Company and any other Person only
for its own gross negligence, bad faith or willful misconduct (which gross
negligence or bad faith must be determined by a final, non-appealable order,
judgment, decree or ruling of a court of competent
jurisdiction).  Anything to the contrary notwithstanding, in no event
shall the Rights Agent be liable for special, punitive, indirect, consequential
or incidental loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Rights Agent has been advised of the likelihood of
such loss or damage.  Any liability of the Rights Agent under this
Rights Agreement will be limited to an amount equal to the product of (1) the
annual fees paid by the Company to the Rights Agent hereunder and (2) ten
(10).

     

    (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 Rights
Certificates (except its countersignature thereof) or be required to verify the
same, but all such statements and recitals are and shall be deemed to have been
made by the Company only.

     

    (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 hereof by the Rights Agent) or in respect of the
validity or execution of any Rights Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Rights Agreement or in any Rights
Certificate; nor shall it be responsible for any change in the exercisability of
the Rights or any adjustment in the terms of the Rights (including the manner,
method or amount thereof) provided for in Sections 3, 11, 13, 23 or 24, or the
ascertaining of the existence of facts that would require any such change or
adjustment (except with respect to the exercise of Rights evidenced by Rights
Certificates after receipt by the Rights Agent of a certificate furnished
pursuant to Section 12 hereof, upon which the Rights Agent may rely, describing
such change or adjustment); nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any
Preferred Shares to be issued pursuant to this Rights Agreement or any Rights
Certificate or as to whether any Preferred Shares will, when issued, be validly
authorized and issued, fully paid and nonassessable.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

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

     

    (g)           The
Rights Agent is hereby authorized and directed to accept instructions with
respect to the performance of its duties hereunder from any one of the Chairman
of the Board, the Chief Executive Officer, the President, any Vice President,
the Chief Financial Officer, the Secretary or any Assistant Secretary of the
Company, and to apply to such officers for advice or instructions 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
instructions of any such officer or for any delay in acting while waiting for
those instructions.  The Rights Agent shall be fully authorized and
protected in relying upon the most recent instructions received by any such
officer.  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 by, or omission of, the Rights
Agent in accordance with a proposal included in any such application on or after
the date specified in such application (which date shall not be less than five
(5) Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to an
earlier date) unless, prior to taking any such action (or the effective date in
the case of an omission), the Rights Agent shall have received written
instructions in response to such application specifying the action to be taken
or omitted.

     

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

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (i)           The
Rights Agent may execute and exercise any of the rights or powers hereby vested
in it or perform any duty hereunder either itself (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, default, neglect or
misconduct of any such attorneys or agents or for any loss to the Company or any
other Person resulting from any such act, default, neglect or misconduct, absent
gross negligence or bad faith in the selection and continued employment thereof
(which gross negligence or bad faith must be determined by a final,
non-appealable order, judgment, decree or ruling of a court of competent
jurisdiction).

     

    (j)           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.

     

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

     

    21.           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 thirty (30) days’ written notice mailed to the Company and to each transfer
agent of the Preferred Shares and the Common Stock by registered or certified
mail, and to the holders of the Rights Certificates by first-class
mail.  The Company may remove the Rights Agent or any successor Rights
Agent upon thirty (30) days’ written notice, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer agent of the
Preferred Shares and the Common Stock by registered or certified mail, and to
the holders of the Rights Certificates by first-class mail.  If the
Rights Agent shall resign or be removed or shall otherwise become incapable of
acting, the Company shall appoint a successor to the Rights Agent.  If
the Company shall fail to make such appointment within a period of thirty (30)
days after giving notice of such removal or after receiving written notice of
such resignation or incapacity by the resigning or incapacitated Rights Agent or
by the holder of a Rights Certificate (who shall, with such notice, submit his
or her Rights Certificate for inspection by the Company), then the registered
holder of any Rights Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent.  Any successor
Rights Agent, whether appointed by the Company or by such a court, shall be (a)
a Person organized and doing business under the laws of the United States or of
any state of the United States, in good standing, which is authorized under such
laws to exercise stock transfer powers and is subject to supervision or
examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least $50
million or (b) an Affiliate of such a Person.  After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose.  Not later than the effective date of any such
appointment, the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Preferred
Shares and the Common Stock, and mail a written notice thereof to the registered
holders of the Rights Certificates.  Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may
be.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    22.           Issuance
of New Rights 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 Rights Certificates evidencing Rights in
such form as may be approved by its Board of Directors to reflect any adjustment
or change in the Exercise Price and the number or kind or class of shares or
other securities or property purchasable under the Rights Certificates made in
accordance with the provisions of this Rights Agreement.  In addition,
in connection with the issuance or sale of shares of Common Stock following the
Distribution Date and prior to the redemption or expiration of the Rights, the
Company (a) shall, with respect to shares of Common Stock so issued or sold
pursuant to the exercise of stock options or under any employee plan or
arrangement or upon the exercise, conversion or exchange of other securities of
the Company outstanding at the date hereof or upon the exercise, conversion or
exchange of securities hereinafter issued by the Company and (b) may, in any
other case, if deemed necessary or appropriate by the Board of Directors of the
Company, issue Rights Certificates representing the appropriate number of Rights
in connection with such issuance or sale; provided,
however,
that (i) no such Rights Certificate shall be issued and this sentence shall be
null and void ab initio if, and to the extent that, such issuance or this
sentence would create a significant risk of or result in material adverse tax
consequences to the Company or the Person to whom such Rights Certificate would
be issued or would create a significant risk of or result in such options’ or
employee plans’ or arrangements’ failing to qualify for otherwise available
special tax treatment and (ii) no such Rights Certificate shall be issued if,
and to the extent that, appropriate adjustment shall otherwise have been made in
lieu of the issuance thereof.

     

    23.           Redemption.

     

    (a)           The
Company may, at its option and with the approval of the Board of Directors, at
any time prior to the Close of Business on the earlier of (i) the Shares
Acquisition Date and (ii) the Final Expiration Date, redeem all but not less
than all the then outstanding Rights at a redemption price of $0.01 per Right,
appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such redemption price being herein
referred to as the “Redemption
Price”) and the Company may, at its option, pay the Redemption Price
either in shares of Common Stock (based on the Current Per Share Market Price
thereof at the time of redemption) or cash.  Such redemption of the
Rights by the Company may be made effective at such time, on such basis and with
such conditions as the Board of Directors in its sole discretion may
establish.  The date on which the Board of Directors elects to make
the redemption effective shall be referred to as the “Redemption
Date”.

     

    (b)           Immediately
upon the action of the Board of Directors of the Company ordering the redemption
of the Rights, written notice of which shall have been filed with the Rights
Agent, and without any further action and without any notice, the right to
exercise the Rights shall terminate and the only right thereafter of the holders
of Rights shall be to receive the Redemption Price.  The Company shall
promptly give public notice of any such redemption; provided,
however,
that the failure to give or any defect in, any such notice shall not affect the
legality or validity of such redemption.  Within ten (10) days after
the action of the Board of Directors ordering the redemption of the Rights, the
Company shall mail a notice of such redemption to the Rights Agent and the
holders of the then outstanding Rights at their last addresses as they appear
upon the registry books of the Rights Agent or, prior to the Distribution Date,
on the registry books of the transfer agent for the Common Stock.  Any
notice which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice.  Each such notice of
redemption will state the method by which the payment of the Redemption Price
will be made.  Neither the Company nor any of its Affiliates or
Associates may redeem, acquire or purchase for value any Rights at any time in
any manner other than that specifically set forth in this Section 23 or in
Section 24 hereof, and other than in connection with the purchase of shares of
Common Stock prior to the Distribution Date.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    24.           Exchange.

     

    (a)           Subject
to applicable laws, rules and regulations, and subject to subsection 24(c)
below, the Company may, at its option, by action of the Board of Directors, at
any time after the occurrence of a Triggering Event, exchange all or part of the
then outstanding and exercisable Rights (which shall not include Rights that
have become null and void pursuant to the provisions of Section 7(e) hereof) for
shares of Common Stock at an exchange ratio of one share of Common Stock per
Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such exchange ratio being
hereinafter referred to as the “Exchange
Ratio”).  Notwithstanding the foregoing, the Board of Directors
shall not be empowered to effect such exchange at any time after any Person
(other than the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or any such Subsidiary, or any entity holding Common Stock
for or pursuant to the terms of any such plan), together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner of 50% or more of the
Common Stock then outstanding.

     

    (b)           Immediately
upon the action of the Board of Directors ordering the exchange of any Rights
pursuant to subsection 24(a) of this Section 24 and without any further action
and without any notice, the right to exercise such Rights shall terminate and
the only right thereafter of a holder of such Rights shall be to receive that
number of shares of Common Stock equal to the number of such Rights held by such
holder multiplied by the Exchange Ratio.  The Company shall give
public notice of any such exchange; provided,
however,
that the failure to give, or any defect in, such notice shall not affect the
validity of such exchange.  The Company shall mail a notice of any
such exchange to all of the holders of such Rights at their last addresses as
they appear upon the registry books of the Rights Agent.  Any notice
which is mailed in the manner herein provided shall be deemed given, whether or
not the holder receives the notice.  Each such notice of exchange will
state the method by which the exchange of the shares of Common Stock for Rights
will be effected and, in the event of any partial exchange, the number of Rights
which will be exchanged.  Any partial exchange shall be effected pro
rata based on the number of Rights (other than Rights which have become null and
void pursuant to the provisions of Section 7(e) hereof) held by each holder of
Rights.

     

    (c)           In
the event that there shall not be sufficient shares of Common Stock issued but
not outstanding or authorized but unissued to permit any exchange of Rights as
contemplated
in accordance with Section 24(a), the Company shall either take such action as
may be necessary to authorize additional shares of Common Stock for issuance
upon exchange of the Rights or alternatively, at the option of a majority of the
Board of Directors, with respect to each Right (i) pay cash in an amount equal
to the Current Value (as hereinafter defined), in lieu of issuing shares of
Common Stock in exchange therefor, or (ii) issue debt or equity securities or a
combination thereof, having a value equal to the Current Value, in lieu of
issuing shares of Common Stock in exchange for each such Right, where the value
of such securities shall be determined by a nationally recognized investment
banking firm selected by majority vote of the Board of Directors, or (iii)
deliver any combination of cash, property, shares of Common Stock and/or other
securities having a value equal to the Current Value in exchange for each
Right.  For purposes of this Section 24(c) only, the Current Value
shall mean the product of the Current Per Share Market Price of shares of Common
Stock on the date of the occurrence of the event described above in subparagraph
(a), multiplied by the number of shares of Common Stock for which the Right
otherwise would be exchangeable if there were sufficient shares
available.  To the extent that the Company determines that some action
need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the
Board of Directors may temporarily suspend the exercisability of the Rights for
a period of up to sixty (60) days following the date on which the event
described in Section 24(a) shall have occurred, in order to seek any
authorization of additional shares of Common Stock and/or to decide the
appropriate form of distribution to be made pursuant to the above provision and
to determine the value thereof.  In the event of any such suspension,
the Company shall issue a public announcement stating that the exercisability of
the Rights has been temporarily suspended.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (d)           The
Company shall not be required to issue fractions of shares of Common Stock or to
distribute certificates which evidence fractional shares of Common
Stock.  In lieu of such fractional shares of Common Stock, there shall
be paid to the registered holders of the Rights Certificates with regard to
which such fractional shares of Common Stock would otherwise be issuable, an
amount in cash equal to the same fraction of the current market value of a whole
share of Common Stock (as determined pursuant to the terms hereof).

     

    (e)           The
Company may, at its option, by majority vote of the Board of Directors, at any
time before any Person has become an Acquiring Person, exchange all or part of
the then outstanding Rights for rights of substantially equivalent value, as
determined reasonably and with good faith by the Board of Directors, based upon
the advice of one or more nationally recognized investment banking
firms.

     

    (f)           Immediately
upon the action of the Board of Directors ordering the exchange of any Rights
pursuant to subsection 24(e) of this Section 24 and without any further action
and without any notice, the right to exercise such Rights shall terminate and
the only right thereafter of a holder of such Rights shall be to receive that
number of rights in exchange therefor as has been determined by the Board of
Directors in accordance with subsection 24(e) above.  The Company
shall give public notice of any such exchange; provided,
however,
that the failure to give, or any defect in, such notice shall not affect the
validity of such exchange.  The Company shall mail a notice of any
such exchange to all of the holders of such Rights at their last addresses as
they appear upon the registry books of the transfer agent for the shares of
Common Stock of the Company.  Any notice which is mailed in the manner
herein provided shall be
deemed given, whether or not the holder receives the notice.  Each
such notice of exchange will state the method by which the exchange of the
Rights will be effected.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    25.           Notice
of Certain Events.

     

    (a)           In
case the Company shall propose to effect or permit to occur any Triggering Event
or Section 13 Event, the Company shall give notice thereof to each holder of
Rights in accordance with Section 26 hereof at least twenty (20) days prior to
occurrence of such Triggering Event or such Section 13 Event.

     

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

     

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

     

    
      	 
      	
              Diana
      Shipping Inc.

              Pendelis
      16

              175
      64 Palaio Faliro

              Athens,
      Greece

              Attention:
      Ioannis Zafirakis

            
	 
      	 
      
	 
      	
              with
      a copy to:

            
	 
      	 
      
	 
      	
              Seward
      & Kissel LLP

              One
      Battery Park Plaza

              New
      York, New York 10004

              Attention:
      Gary J. Wolfe

            
	 
      	 
      


    

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

     

    
      	 
      	
              Mellon
      Investor Services LLC

              BNY
      Mellon Shareowner Services

              480
      Washington Boulevard

              Jersey
      City, NJ 07310

              Attention:
      Steven Myers

            
	 
      	 
      
	 
      	
              with
      a copy to:

            
	 
      	 
      
	 
      	
              Mellon
      Investor Services LLC

              480
      Washington Boulevard

              Jersey
      City, New Jersey 07310

              Attention:
      General Counsel

            
	 
      	 
      


    

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    27.           Supplements
and Amendments.  Prior to the occurrence of a Distribution
Date, the Company may supplement or amend this Rights Agreement in any respect
without the approval of any holders of Rights and the Rights Agent shall, if the
Company so directs, execute such supplement or amendment.  From and
after the occurrence of a Distribution Date, the Company and the Rights Agent
may from time to time supplement or amend this Rights Agreement without the
approval of any holders of Rights in order to (i) cure any ambiguity, (ii)
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, (iii) shorten or lengthen any
time period hereunder or (iv) to change or supplement the provisions hereunder
in any manner that the Company may deem necessary or desirable and that shall
not adversely affect the interests of the holders of Rights (other than an
Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided,
this Rights Agreement may not be supplemented or amended to lengthen, pursuant
to clause (iii) of this sentence, (A) a time period relating to when the Rights
may be redeemed at such time as the Rights are not then redeemable or (B) any
other time period unless such lengthening is for the purpose of protecting,
enhancing or clarifying the rights of, and/or the benefits to, the holders of
Rights (other than an Acquiring Person or an Affiliate or Associate of an
Acquiring Person).  Upon the delivery of a certificate from an
appropriate officer of the Company and, if reasonably requested by the Rights
Agent, an opinion of counsel, that states that the proposed supplement or
amendment is in compliance with the terms of this Section 27, the Rights Agent
shall execute such supplement or amendment.  Notwithstanding anything
contained in this Rights Agreement to the contrary, 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.  Prior to the Distribution Date, the interests of
the holders of Rights shall be deemed coincident with the interests of the
holders of Common Shares.

     

    28.           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.

     

    29.           Determinations
and Actions by the Board of Directors, etc.  For all purposes
of this Rights Agreement, any calculation of the number of shares of Common
Stock outstanding at any particular time, including for purposes of determining
the particular percentage of such outstanding shares of Common Stock of which
any Person is the Beneficial Owner, shall be made in accordance with the last
sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the
Exchange Act.  The Board of Directors of the Company 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 the
Company, or as may be necessary or advisable in the
administration of this Rights Agreement, including, without limitation, 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 the Rights Agreement).  All such
actions, calculations, interpretations and determinations (including, for
purposes of clause (y) below, all omissions with respect to the foregoing) which
are done or made by the Board in good faith, shall (x) be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights Certificates
and all other parties and (y) not subject the Board to any liability to the
holders of the Rights.  The Rights Agent is entitled always to assume
the Company’s Board of Directors acted in good faith and shall be fully
protected and incur no liability in reliance thereon.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    30.           Benefits
of this Rights Agreement.  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 Rights Certificates (and, prior to the
Distribution Date, the shares of Common Stock) 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 Rights Certificates (and, prior to the Distribution
Date, the shares of Common Stock).

     

    31.           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 notwithstanding anything in this Rights Agreement to the contrary, if any
such term, provision, covenant or restriction is held by such court or authority
to be invalid, void or unenforceable and the Board of Directors of the Company
determines in its good faith judgment that severing the invalid language from
this Rights Agreement would adversely affect the purpose or effect of this
Rights Agreement, the right of redemption set forth in Section 23 hereof shall
be reinstated and shall not expire until the Close of Business on the tenth
Business Day following the date of such determination by the Board of
Directors.  Without limiting the foregoing, if any provision requiring
a specific group of directors to act is held  by any court of
competent jurisdiction or other authority to be invalid, void or unenforceable,
such determination shall then be made by the Board of Directors in accordance
with applicable law and the Company's Certificate of Incorporation and
bylaws.

     

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

     

    33.           Counterparts.  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.


    34.           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 hereof.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Stockholders Rights Agreement as
of the date first written above.

     

    
      	 
      	 
      	
              DIANA
      SHIPPING INC.

            
	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
               /s/
      Anastassis Margaronis

            
	 
      	 
      	 
      	
              Name:
      Anastassis Margaronis

            
	 
      	 
      	 
      	
              Title:
      President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              MELLON
      INVESTOR SERVICES LLC

            
	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
               /s/
      Declan Denehan

            
	 
      	 
      	 
      	
              Name:
      Declan Denehan

            
	 
      	 
      	 
      	
              Title:
      Senior Vice-President

            
	 
      	 
      	 
      
	 
      	 
      	 
      


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

     

    CERTIFICATE
OF DESIGNATIONS OF RIGHTS, PREFERENCES AND PRIVILEGES OF SERIES A PARTICIPATING
PREFERRED STOCK OF DIANA SHIPPING INC.

     

    The
undersigned, Mr. Anastassis Margaronis and Mr. Ioannis Zafirakis do hereby
certify:

     

    1.           That
they are the duly elected and acting President and Secretary, respectively, of
Diana Shipping Inc., a Marshall Islands corporation (the “Company”).

     

    2.           That
pursuant to the authority conferred by the Company’s Amended and Restated
Articles of Incorporation, the Company’s Board of Directors on February 21, 2005
adopted the following resolution designating and prescribing the relative
rights, preferences and limitations of the Company’s Series A Participating
Preferred Stock:

     

    RESOLVED,
that pursuant to the authority vested in the Board of Directors (the “Board”)
of the Company by the Articles of Incorporation, the Board does hereby establish
a series of preferred stock, par value $0.01 per share, and the designation and
certain powers, preferences and other special rights of the shares of such
series, and certain qualifications, limitations and restrictions thereon, are
hereby fixed as follows:

     

    Section
1.     Designation
and Amount.  The shares of such series shall be designated as
“Series
A Participating Preferred Stock”.  The Series A Participating
Preferred Stock shall have a par value of $0.01 per share, and the number of
shares constituting such series shall initially be 1,000,000, which number the
Board may from time to time increase or decrease (but not below the number then
outstanding).

     

    Section
2.     Proportional
Adjustment.  In the event the Company shall at any time after
the issuance of any share or shares of Series A Participating Preferred Stock
(i) declare any dividend on the common stock of the Company par value $0.01 per
share (the “Common
Stock”) payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock or (iii) combine the outstanding Common Stock into a smaller number
of shares, then in each such case the Company shall simultaneously effect a
proportional adjustment to the number of outstanding shares of Series A
Participating Preferred Stock.

     

    Section
3.      Dividends and
Distributions.

     

    (a)           Subject
to the prior and superior right of the holders of any shares of any series of
preferred stock ranking prior and superior to the shares of Series A
Participating Preferred Stock with respect to dividends, the holders of shares
of Series A Participating Preferred Stock shall be entitled to receive when, as
and if declared by the Board out of funds legally available for the purpose,
quarterly dividends payable in cash on the last day of January, April, July and
October in each year (each such date being referred to herein as a “Quarterly
Dividend Payment Date”), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series A Participating Preferred Stock, in an amount per share (rounded to the
nearest cent) equal to 1,000 times the aggregate per share amount of all cash
dividends, and 1,000 times the aggregate per share amount (payable in kind)
of
all non-cash dividends or other distributions other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Participating Preferred
Stock.

     

    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)           The
Company  shall declare a dividend or distribution on the Series A
Participating Preferred Stock as provided in paragraph (a) above immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock).

     

    (c)           Dividends
shall begin to accrue on outstanding shares of Series A Participating Preferred
Stock from the Quarterly Dividend Payment Date immediately preceding the date of
issue of such shares of Series A Participating Preferred Stock, unless the date
of issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Series A Participating Preferred Stock
entitled to receive a quarterly dividend and before such Quarterly Dividend
Payment Date, in either of which events such dividends shall begin to accrue
from such Quarterly Dividend Payment Date.  Accrued but unpaid
dividends shall not bear interest.  Dividends paid on the shares of
Series A Participating Preferred Stock in an amount less than the total amount
of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding.  The Board may fix a record date for the determination of
holders of shares of Series A Participating Preferred Stock entitled to receive
payment of a dividend or distribution declared thereon, which record date shall
be no more than 30 days prior to the date fixed for the payment
thereof.

     

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

     

    (a)           Each
share of Series A Participating Preferred Stock shall entitle the holder thereof
to 1,000 votes on all matters submitted to a vote of the stockholders of the
Company .

     

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

     

    (c)           Except
as required by law, holders of Series A Participating Preferred Stock shall have
no special voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as set forth
herein) for taking any corporate action.

     

    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    Section
5.   Certain
Restrictions.


           
(a)           The Company
shall not declare any dividend on, make any distribution on, or redeem or
purchase or otherwise acquire for consideration any shares of Common Stock after
the first issuance of a share or fraction of a share of Series A Participating
Preferred Stock unless concurrently therewith it shall declare a dividend on the
Series A Participating Preferred Stock as required by Section 3
hereof.

     

    (b)           Whenever
quarterly dividends or other dividends or distributions payable on the Series A
Participating Preferred Stock as provided in Section 3 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Participating 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 Participating
Preferred Stock; (ii) declare or pay dividends on, 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 Series A Participating Preferred
Stock, except dividends paid ratably on the Series A Participating Preferred
Stock and all such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such shares are then
entitled; (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 Participating Preferred Stock,
provided 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 Participating Preferred Stock; (iv)
purchase or otherwise acquire for consideration any shares of Series A
Participating Preferred Stock, or any shares of stock ranking on a parity with
the Series A Participating 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.

     

    (c)           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 paragraph (a) of
this Section 5, purchase or otherwise acquire such shares at such time and in
such manner.

     

    Section
6.   Reacquired
Shares.  Any shares of Series A Participating 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 cancellation become
authorized but unissued shares of preferred stock and may be reissued as part of
a new series of preferred stock to be created by resolution or resolutions of
the Board, subject to the conditions and restrictions on issuance set forth
herein and, in the Articles of Incorporation, as then amended.

     

    Section
7.  Liquidation,
Dissolution or Winding Up.  Upon any liquidation, dissolution
or winding up of the Company , the holders of shares of Series A Participating
Preferred Stock shall be entitled to receive an aggregate amount per share equal
to 1,000 times the
aggregate amount to be distributed per share to holders of shares of Common
Stock plus an amount equal to any accrued and unpaid dividends on such shares of
Series A Participating Preferred Stock.

     

    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    Section
8.   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
and/or any other property, then in any such case the shares of Series A
Participating Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share equal to 1,000 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged.

     

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

     

    Section
10.   Ranking.  The
Series A Participating Preferred Stock shall rank junior to all other series of
the Company’s preferred stock as to the payment of dividends and the
distribution of assets, unless the terms of any such series shall provide
otherwise.

     

    Section
11.   Amendment.  The
Articles of Incorporation of the Company shall not be further amended in any
manner which would materially alter or change the powers, preference or special
rights of the Series A Participating Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of a majority of the
outstanding shares of Series A Participating Preferred Stock, voting separately
as a class.

     

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

     

    RESOLVED
FURTHER, that the President or any Vice President and the Secretary or any
Assistant Secretary of this Company be, and they hereby are, authorized and
directed to prepare and file a Certificate of Designation of Rights, Preferences
and Privileges in accordance with the foregoing resolution and the provisions of
Marshall Islands law and to take such actions as they may deem necessary or
appropriate to carry out the intent of the foregoing resolution.

     

     

    REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    We
further declare under penalty of perjury that the matters set forth in the
foregoing Certificate of Designation are true and correct of our own
knowledge.

     

    Executed
in Athens, Greece on October   [    ],
2008.

     

    
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              Anastassis
      Margaronis

            
	 
      	 
      	
              President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              Ioannis
      Zafirakis

            
	 
      	 
      	
              Secretary

            
	 
      	 
      	 
      


    


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
B

     

     

     

    [FORM OF
RIGHTS CERTIFICATE]

     

    Certificate
No. R- Rights

     

     

    
      	
               
      

            	
              NOT
      EXERCISABLE AFTER ___________, 20__OR EARLIER IF REDEMPTION OR EXCHANGE
      OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT
      AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
      AGREEMENT.

            


    

     

    RIGHT
CERTIFICATE

     

    DIANA
SHIPPING 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 __________, ____
(the “Rights Agreement”), between Diana Shipping Inc., a Marshall Islands
corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey
limited liability company, as Rights Agent (the “Rights Agent”), to purchase
from the Company at any time after the Distribution Date (as such term is
defined in the Rights Agreement) and prior to 5:00 P.M., New York time, on
______________ at the office of the Rights Agent, or at the office of its
successor as Rights Agent, one one-thousandth of a fully paid non-assessable
share of Series A Participating Preferred Stock, $ 0.01 par value per share (the
“Preferred Shares”), of the Company, at a purchase price of $  
per one one-thousandth of a Preferred Share (the “Purchase Price”), upon
presentation and surrender of this Right Certificate with the Form of Election
to Purchase duly executed.  The number of Rights evidenced by this
Right Certificate (and the number of one one-thousandths of a Preferred Share
which may be purchased upon exercise hereof) set forth above, and the Purchase
Price set forth above, are the number and Purchase Price as of ______________,
based on the Preferred Shares as constituted at such date.  As
provided in the Rights Agreement, the Purchase Price and the number of one
one-thousandths of a Preferred Share which may be purchased upon the exercise of
the Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events.

     

    This Right Certificate is
subject to all of the terms, covenants and restrictions of the Rights Agreement,
which terms, covenants and restrictions are hereby incorporated herein by
reference and made a part hereof, and to which Rights Agreement reference is
hereby made for a full description of the rights, limitations of rights,
obligations, duties and immunities hereunder of the Rights Agent, the Company
and the holders of the Right Certificates.  Copies of the Rights
Agreement are on file at the principal executive offices of the
Company.

     

    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 of Preferred Shares as
the Rights evidenced by the Right Certificate or Right Certificates surrendered
shall have entitled such holder to purchase.  If this Right
Certificate shall be exercised in part, the holder shall be entitled to receive
upon surrender hereof another Right Certificate or Right Certificates for the
number of whole Rights not exercised.


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    Subject to the provisions
of the Rights Agreement, the Rights evidenced by this Certificate (i) may be
redeemed by the Company at a redemption price of $.01 per Right or (ii) may be
exchanged in whole or in part for Preferred Shares or shares of the Company’s
Common Stock, par value $0.01 per share.

     

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

     

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

     

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

     

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

     

    
      	
              ATTEST:

            	 
      	
              DIANA
      SHIPPING INC.

            
	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      	
              Name:

            
	 
      	 
      	 
      	
              Title:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Name:

            	 
      	 
      
	
              Title:

            	 
      	 
      


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	 
      
	
              Countersigned:

            	 
      	 
      
	 
      	 
      	 
      
	
              MELLON
      INVESTOR SERVICES LLC,

              as
      Rights Agent

            	 
      	 
      
	 
      	 
      	 
      
	
              By:

            	 
      	 
      	 
      
	 
      	
              Authorized
      Signature

            	 
      	 
      
	 
      	 
      	 
      


    

     

     

    Form of
Reverse Side of Right Certificate

     

    FORM OF
ASSIGNMENT

     

    (To be
executed by the registered holder if such

    holder
desires to transfer the Right Certificate.)

     

    
       

      
        	      FOR VALUE RECEIVED 	 
      	 
      
	
                hereby
      sells, assigns and transfers unto

              	 
      	 
      
	 
      	      	 
      
	
                (Please
      print name and address of transferee)

              
	 	 	 


      

    

     

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

     

    
      
        	
                Dated:

              	 
      	 
      	
                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 by checking the appropriate boxes that:

     

    (1)           this
Right Certificate [ ] is [ ] is 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 of any Acquiring Person (as such terms are defined in the Rights
Agreement); and


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

     

     

    
      	
              Dated:

            	 
      	 
      	
              Signature

            
	 
      	 
      	 
      	 
      


    

     

    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    FORM OF
ELECTION TO PURCHASE

     

    (To be
executed by the registered holder if such holder

    desires
to exercise Rights represented by the Right Certificate.)

     

    
      	
              TO:

            	
              [NAME
      OF COMPANY]

            


    

     

    The undersigned hereby
irrevocably elects to exercise     
Rights represented by this Right Certificate to purchase the Preferred
Shares issuable upon the exercise of such Rights and requests that certificates
for such Preferred Shares be issued in the name of:

     

    
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              (Please
      print name and address)

            	 
      
	 
      	 
      	 
      
	 
      	
              Please
      insert social security

            	 
      
	 
      	
              or
      other tax identifying number

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    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
      print name and address)

            	 
      
	 
      	 
      	 
      
	 
      	
              Please
      insert social security

            	 
      
	 
      	
              or
      other tax identifying number

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

     

    
      	
              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 by checking the appropriate boxes that:

     

    (1) this Right Certificate
[ ] is [ ] is 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 of an
Acquiring Person (as such terms are defined in the Rights Agreement);
and

     

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

     

    
      	 Dated:	
               

            	 
      	 
      	
              Signature

            
	 
      	 
      	 
      	 
      


    

     

     

     

     

    NOTICE

     

    The signature in the Form
of Assignment or Form of Election to Purchase, as the case may be, must conform
to the name as written upon the face of this Right Certificate in every
particular, without alteration or enlargement or any change
whatsoever.

     

    In the event the
certification set forth above in the Form of Assignment or the Form of Election
to Purchase, as the case may be, is not completed, the Company and the Rights
Agent will deem the beneficial owner of the Rights evidenced by this Right
Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement) and such Assignment or Election to Purchase
will not be honored.

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    Exhibit
C

     

     

     

    SUMMARY
OF RIGHTS

     

    
      	 
      	 
      
	
              Distribution
      and Transfer of Rights;

              Distribution
      Date:

            	
              The
      rights will separate from the common stock and become exercisable after
      (1) the 10th day after
      public announcement that a person or group has acquired ownership of 15%
      or more of the company's common stock or (2) the 10th business day (or
      such later date as determined by the company’s board of directors) after a
      person or group announces a tender or exchange offer which would result in
      that person or group holding 15% or more of the company's common
      stock.

               

            
	
              Preferred
      Stock Purchaseable Upon Exercise of Rights:

            	
              On
      the Distribution Date, each holder of a right will be entitled to purchase
      for U.S. $100 (the “Exercise Price”) a fraction (1/1000th) of one share of
      the company’s preferred stock which has similar economic terms as one
      share of common stock.

               

            
	
              Flip-in:

            	
              If
      an acquiring person (an “Acquiring Person”) acquires more than 15% of the
      company's common stock then each holder of a right (except that acquiring
      person) will be entitled to buy at the Exercise Price, a number of shares
      of the company's common stock which has a market value of twice the
      Exercise Price.

               

            
	
              Flip-over:

            	
              If
      after an Acquiring Person acquires more than 15% of the company's common
      stock, the company merges into another company (either as the surviving
      corporation or as the disappearing entity) or the company sells more than
      50% of its assets or earning power, then each holder of a right (except
      for those owned by the acquirer) will be entitled to purchase at the
      Exercise Price, a number of shares of common stock of the surviving entity
      which has a then current market value of twice the Exercise
      Price.

               

            
	
              Exchange
      Provision:

            	
              Any
      time after the date an Acquiring Person obtains more than 15% of the
      company's common stock and before that Acquiring Person acquires more than
      50% of the company's outstanding common stock, the company may exchange
      each right owned by all other rights holders, in whole or in part, for one
      share of  the company's common stock.

               

            
	
              Redemption
      of Rights:

            	
              The
      company can redeem the rights at any time prior to a public announcement
      that a person has acquired ownership of 15% or more of the company's
      common stock.

               

            
	
              Expiration
      of Rights:

            	
              The
      rights expire on the earliest of (1) February 21, 2015 or (2) the exchange
      or redemption of the rights as described above.

               

            
	
              Amendment
      of Terms of Rights:

            	
              The
      terms of the rights and the Stockholders Rights Plan may be amended
      without the consent of the rights holders at any time on or prior to the
      Distribution Date.  After the Distribution Date, the terms of
      the rights and the Stockholders rights Plan may be amended to make
      changes, which do not adversely affect the rights of the rights holders
      (other than the Acquiring Person).

               

            
	
              Voting
      Rights:

            	
              The
      rights will not have any voting rights.

            
	 	 
	
              Anti-dilution
      Provisions:

            	
              The
      rights will have the benefit of certain customary anti-dilution
      protections.

            


    

     

     

    SK 23159
0002 918500 v3