EX-4(A)






Exhibit 4(a)




 




 

 








 




 




Rights Agreement




Dated
as of October 13, 2008,




By and Between




Cleveland-Cliffs Inc




and




Computershare Trust Company, N.A.,

as Rights Agent




 




 




 

 








 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	1.
	 	Certain Definitions	 	 	1	 
	 
	 	 	 	 	 	 
	2.
	 	Appointment of Rights Agent	 	 	6	 
	 
	 	 	 	 	 	 
	3.
	 	Issue of Right Certificates	 	 	6	 
	 
	 	 	 	 	 	 
	4.
	 	Form of Right Certificates	 	 	7	 
	 
	 	 	 	 	 	 
	5.
	 	Countersignature and Registration	 	 	8	 
	 
	 	 	 	 	 	 
	6.
	 	Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates	 	 	8	 
	 
	 	 	 	 	 	 
	7.
	 	Exercise of Rights; Purchase Price; Expiration Date of Rights	 	 	9	 
	 
	 	 	 	 	 	 
	8.
	 	Cancellation and Destruction of Right Certificates	 	 	10	 
	 
	 	 	 	 	 	 
	9.
	 	Company Covenants Concerning Securities and Rights	 	 	10	 
	 
	 	 	 	 	 	 
	10.
	 	Record Date	 	 	12	 
	 
	 	 	 	 	 	 
	11.
	 	Adjustment of Purchase Price, Number and Kind of Securities or Number of Rights	 	 	12	 
	 
	 	 	 	 	 	 
	12.
	 	Certificate of Adjusted Purchase Price or Number of Securities	 	 	19	 
	 
	 	 	 	 	 	 
	13.
	 	Consolidation, Merger or Sale or Transfer of Assets or Earning Power	 	 	20	 
	 
	 	 	 	 	 	 
	14.
	 	Fractional Rights and Fractional Securities	 	 	22	 
	 
	 	 	 	 	 	 
	15.
	 	Rights of Action	 	 	23	 
	 
	 	 	 	 	 	 
	16.
	 	Agreement of Rights Holders	 	 	23	 
	 
	 	 	 	 	 	 
	17.
	 	Right Certificate Holder Not Deemed a Shareholder	 	 	24	 
	 
	 	 	 	 	 	 
	18.
	 	Concerning the Rights Agent	 	 	24	 
	 
	 	 	 	 	 	 
	19.
	 	Merger or Consolidation or Change of Name of Rights Agent	 	 	25	 
	 
	 	 	 	 	 	 
	20.
	 	Duties of Rights Agent	 	 	25	 
	 
	 	 	 	 	 	 
	21.
	 	Change of Rights Agent	 	 	27	 
	 
	 	 	 	 	 	 
	22.
	 	Issuance of New Right Certificates	 	 	28	 
	 
	 	 	 	 	 	 
	23.
	 	Redemption	 	 	28	 
	 
	 	 	 	 	 	 
	24.
	 	Exchange	 	 	29	 
	 
	 	 	 	 	 	 
	25.
	 	Notice of Certain Events	 	 	30	 
	 
	 	 	 	 	 	 
	26.
	 	Notices	 	 	31	 
	 
	 	 	 	 	 	 
	27.
	 	Supplements and Amendments	 	 	31	 
	 
	 	 	 	 	 	 
	28.
	 	Successors; Certain Covenants	 	 	32	 
	 
	 	 	 	 	 	 
	29.
	 	Benefits of This Agreement	 	 	32	 








 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	30.
	 	Governing Law	 	 	32	 
	 
	 	 	 	 	 	 
	31.
	 	Severability	 	 	32	 
	 
	 	 	 	 	 	 
	32.
	 	Descriptive Headings, Etc	 	 	32	 
	 
	 	 	 	 	 	 
	33.
	 	Determinations and Actions by the Directors	 	 	33	 
	 
	 	 	 	 	 	 
	34.
	 	Counterparts	 	 	33	 
	 
	 	 	 	 	 	 
	Exhibit A	 	 	A-1	 
	 
	 	 	 	 	 	 
	Exhibit B	 	 	B-1	 






ii





 









 








RIGHTS AGREEMENT




     This
Rights Agreement, dated as of October 13, 2008 (this “Agreement”), is made and entered
into by and between Cleveland-Cliffs Inc, an Ohio corporation (the “Company”), and Computershare
Trust Company, N.A., as Rights Agent (the “Rights Agent”).



RECITALS




     WHEREAS, on October 8, 2008, the Directors of the Company authorized and declared a dividend
distribution of one right (a “Right”) for
each Common Share, par value $0.125 per share, of the
Company (a “Common Share”) outstanding as of the Close of Business (as hereinafter defined) on
October 29, 2008 (the “Record Date”), each Right initially representing the right to purchase one
one-hundredth of a Common Share, on the terms and subject to the conditions herein set forth, and
further authorized and directed the issuance of one Right (subject to adjustment as provided
herein) with respect to each Common Share issued or delivered by the Company (whether originally
issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of
the Distribution Date (as hereinafter defined) and the Expiration Date (as hereinafter defined) or
as provided in Section 22.



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



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



     (a) “Acquiring Person” means any Person (other than the Company or any Related Person) who or
which, together with all Affiliates and Associates of such Person, is or becomes the Beneficial
Owner of 10% or more of the then-outstanding Common Shares; provided, however, that
(i) any Person who would otherwise qualify as an Acquiring Person on the date of this Agreement
will not be deemed to be an Acquiring Person for any purpose of this Agreement unless and until
such time as such Person or any Affiliate or Associate of such Person thereafter becomes the
Beneficial Owner of any additional Common Shares (whether or not such Person or such Affiliate or
Associate has disposed of Beneficial Ownership of any Common Shares on or after the date of this
Agreement), other than as a result of a stock dividend, stock split or similar transaction effected
by the Company in which all holders of Common Shares are treated equally; provided that the
exclusion provided in clause (i) above shall cease to apply with respect to any Person at such time
as such Person, together with all Affiliates and Associates of such Person, ceases to Beneficially
Own 10% or more of the then-outstanding Common Shares, and (ii) a Person will not be deemed to have
become an Acquiring Person solely as a result of a reduction in the number of Common Shares
outstanding unless and until such time as (A) such Person or any Affiliate or Associate of such
Person thereafter becomes the Beneficial Owner of any additional Common Shares, other than as a
result of a stock dividend, stock split or similar transaction effected by the Company in which all
holders of Common Shares are treated equally, or (B) any other Person who is the Beneficial Owner
of Common Shares thereafter becomes an Affiliate or Associate of such Person. Notwithstanding the
foregoing, if the Directors of the Company determine in good faith that a Person who would
otherwise be an “Acquiring Person” as defined pursuant to the foregoing provisions of this Section
1(a), has become such



 









 







inadvertently, and such Person divests as promptly as practicable or agrees in writing with
the Company to divest, a sufficient number of Common Shares so that such Person would no longer be
an “Acquiring Person” as defined pursuant to the foregoing provisions of this Section 1(a), then
such Person shall not be deemed to be an “Acquiring Person” for any purposes of this Agreement.



     (b) “Affiliate” and “Associate” will have the respective meanings ascribed to such terms in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect on the date of
this Agreement, provided, however, that a Person will not be deemed to be the
Affiliate or Associate of another Person solely because either or both Persons are or were
Directors of the Company.



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




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




     (ii) the beneficial ownership of which such Person or any of such Person’s Affiliates
or Associates, directly or indirectly, has the right to acquire (whether such right is
exercisable immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding (whether or not in writing), or upon the exercise of conversion
rights, exchange rights, warrants, options or other rights (in each case, other than upon
exercise or exchange of the Rights); provided, however, that a Person will
not be deemed the Beneficial Owner of, or to Beneficially Own, securities tendered pursuant
to a tender or exchange offer made by or on behalf of such Person or any of such Person’s
Affiliates or Associates until such tendered securities are accepted for purchase or
exchange; or




     (iii) which such Person or any of such Person’s Affiliates or Associates, directly or
indirectly, has or shares the right to vote or dispose of, including pursuant to any
agreement, arrangement or understanding (whether or not in writing); or




     (iv) of which any other Person is the Beneficial Owner, if such Person or any of such
Person’s Affiliates or Associates has any agreement, arrangement or understanding (whether
or not in writing) with such other Person (or any of such other Person’s Affiliates or
Associates) with respect to acquiring, holding, voting or disposing of any securities of the
Company; or




     (v) in respect of which such Person or any of such Person’s Affiliates or Associates
has a Synthetic Long Position that has been disclosed in a filing by such Person or any of
such Person’s Affiliates or Associates with the Securities and Exchange Commission pursuant
to Regulation 13D-G or Regulation 14D under the Exchange Act in respect of which Common
Shares are the “subject security” (as such term is used in such Regulations);



2









 





provided, however, that a Person will not be deemed the Beneficial Owner of, or to
Beneficially Own, any security (A) if such Person has the right to vote such security pursuant to
an agreement, arrangement or understanding (whether or not in writing) which (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 (B) if such beneficial ownership arises solely as a result of
such Person’s status as a “clearing agency,” as defined in Section 3(a)(23) of the Exchange Act;
provided further, however, that nothing in this Section 1(c) will cause a Person
engaged in business as an underwriter of securities to be the Beneficial Owner of, or to
Beneficially Own, any securities acquired through such Person’s participation in good faith in an
underwriting syndicate until the expiration of 40 calendar days after the date of such acquisition,
or such later date as the Directors of the Company may determine in any specific case.



     (d) “Business Day” means any day other than a Saturday, Sunday or a day on which banking
institutions in the State of New York (or such other state in which the principal office of the
Rights Agent is located) are authorized or obligated by law or executive order to close.



     (e) “Close of Business” on any given date means 5:00 p.m., New York City time, on such date;
provided, however, that if such date is not a Business Day, it means 5:00 p.m., New
York City time, on the next succeeding Business Day.



     (f) “Common Shares” when used with reference to the Company means the Common Shares, par value
$0.125 per share, of the Company; provided, however, that if the Company is the
continuing or surviving corporation in a transaction described in Section 13(a)(ii), “Common
Shares” when used with reference to the Company means shares of the capital stock or units of the
equity interests with the greatest aggregate voting power of the Company. “Common Shares” when
used with reference to any corporation or other legal entity other than the Company, including an
Issuer, means shares of the capital stock or units of the equity interests with the greatest
aggregate voting power of such corporation or other legal entity.



     (g) “Company” means Cleveland-Cliffs Inc, an Ohio corporation.



     (h) “Distribution Date” means the earlier of: (i) the Close of Business on the tenth calendar
day following the Share Acquisition Date (or, if the tenth calendar day after the Share 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, unless the Distribution Date shall have previously
occurred, such later date as may be specified by the Directors of the Company) after the
commencement of a tender or exchange offer by any Person (other than the Company or any Related
Person), if upon the consummation thereof such Person would be the Beneficial Owner of 10% or more
of the then-outstanding Common Shares.



     (i) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     (j) “Expiration Date” means the earliest of (i) the Close of Business on the third anniversary
of the Record Date, (ii) the time at which the Rights are redeemed as provided in



3









 





Section 23, and (iii) the time at which all exercisable Rights are exchanged as provided in
Section 24.



     (k) “Flip-in Event” means any event described in clauses (A), (B) or (C) of Section 11(a)(ii).



     (l) “Flip-over Event” means any event described in clauses (i), (ii) or (iii) of Section
13(a).



     (m) “Issuer” has the meaning set forth in Section 13(b).



     (n) “Person” means any individual, firm, corporation, limited liability company or other legal
entity, and includes any successor (by merger or otherwise) of such entity.



     (o) “Purchase Price” means initially $175.00 per one one-hundredth of a Common Share, subject
to adjustment from time to time as provided in this Agreement.



     (p) “Record Date” has the meaning set forth in the Recitals to this Agreement.



     (q) “Redemption Price” means $0.001 per Right, subject to adjustment by resolution of the
Directors of the Company to reflect any stock split, stock dividend or similar transaction
occurring after the Record Date.



     (r) “Related Person” means (i) any Subsidiary of the Company or (ii) any employee benefit or
stock ownership plan of the Company or of any Subsidiary of the Company or any entity holding
Common Shares for or pursuant to the terms of any such plan.



     (s) “Right” has the meaning set forth in the Recitals to this Agreement.



     (t) “Right Certificates” means certificates evidencing the Rights, in substantially the form
attached as Exhibit A.



     (u) “Rights Agent” means Computershare Trust Company, N.A., unless and until a successor
Rights Agent has become such pursuant to the terms of this Agreement, and thereafter, “Rights
Agent” means such successor Rights Agent.



     (v) “Securities Act” means the Securities Act of 1933, as amended.



     (w) “Share Acquisition Date” means the first date of public announcement by the Company (by
press release, filing made with the Securities and Exchange Commission or otherwise) that an
Acquiring Person has become such.



     (x) “Subsidiary” when used with reference to any Person means any corporation or other legal
entity of which a majority of the voting power of the voting equity securities or equity interests
is owned, directly or indirectly, by such Person; provided, however, that for
purposes of Section 13(b), “Subsidiary” when used with reference to any Person means any
corporation or other legal entity of which at least 20% of the voting power of the voting equity
securities or equity interests is owned, directly or indirectly, by such Person.



4









 





     (y) “Synthetic Long Position” shall mean any option, warrant, convertible security, stock
appreciation right or other contractual right, whether or not presently exercisable, which has an
exercise or conversion privilege or a settlement payment or mechanism at a price related to Common
Shares or a value determined in whole or part with reference to, or derived in whole or in part
from, the market price or value of Common Shares, whether or not such right is subject to
settlement in whole or in part in Common Shares, and which increases in value as the value of
Common Shares increases or which provides to the holder of such right an opportunity, directly or
indirectly, to profit or share in any profit derived from any increase in the value of Common
Shares, but shall not include:




     (i) rights of a pledgee under a bona fide pledge of Common Shares;




     (ii) rights of all holders of Common Shares to receive Common Shares pro rata, or
obligations to dispose of Common Shares, as a result of a merger, exchange offer, or
consolidation involving the Company;




     (iii) rights or obligations to surrender Common Shares, or have Common Shares withheld,
upon the receipt or exercise of a derivative security or the receipt or vesting of equity
securities, in order to satisfy the exercise price or the tax withholding consequences of
receipt, exercise or vesting;




     (iv) interests in broad-based index options, broad-based index futures, and broad-based
publicly traded market baskets of stocks approved for trading by the appropriate federal
governmental authority;




     (v) interests or rights to participate in employee benefit plans of the Company held by
employees or former employees of the Company; or




     (vi) options granted to an underwriter in a registered public offering for the purpose
of satisfying over-allotments in such offering.



The number of Common Shares in respect of which a Person has a Synthetic Long Position shall be the
notional or other number of Common Shares specified in a filing by such Person or any of such
Person’s Affiliates or Associates with the Securities and Exchange Commission pursuant to
Regulation 13D-G or Regulation 14D under the Exchange Act in respect of which Common Shares are the
“subject security” (as such term is fined in such Regulations) or in the documentation evidencing
the Synthetic Long Position as being subject to be acquired upon the exercise or settlement of the
applicable right or as the basis upon which the value or settlement amount of such right, or the
opportunity of the holder of such right to profit or share in any profit, is to be calculated in
whole or in part or, if no such number of Common Shares is specified in such filing or
documentation, as determined by the Board of Directors of the Company in good faith to be the
number of Common Shares to which the Synthetic Long Position relates.



     (z) “Trading Day” means any day on which the principal national securities exchange or
quotation system on which the Common Shares are listed or admitted to trading is



5









 





open for the transaction of business or, if the Common Shares are not listed or admitted to
trading on any national securities exchange or quotation system, a Business Day.



     (aa) “Triggering Event” means any Flip-in Event or Flip-over Event.



     2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act
as agent for the Company in accordance with the terms and conditions of this Agreement, and the
Rights Agent hereby accepts such appointment and hereby certifies that it complies with the
applicable requirements governing transfer agents and registrars. The Company may from time to
time act as Co-Rights Agent or appoint such Co-Rights Agents as it may deem necessary or desirable,
upon 10 days’ prior written notice to the Rights Agent. The Rights Agent shall have no duty to
supervise, and shall in no event be liable for, the acts or omissions of any such Co-Rights Agent.
Any actions which may be taken by the Rights Agent pursuant to the terms of this Agreement may be
taken by any such Co-Rights Agent. To the extent that any Co-Rights Agent takes any action
pursuant to this Agreement, such Co-Rights Agent will be entitled to all of the rights and
protections of, and subject to all of the applicable duties and obligations imposed upon, the
Rights Agent pursuant to the terms of this Agreement.



     3. Issue of Right Certificates. (a) Until the Distribution Date, (i) the Rights will
be evidenced by the certificates representing Common Shares registered in the names of the record
holders thereof, which certificates representing Common Shares will also be deemed to be Right
Certificates (or, if the Common Shares are uncertificated, by the registration of the associated
Common Shares on the stock transfer books of the Company), (ii) the Rights will be transferable
only in connection with the transfer of the underlying Common Shares, and (iii) the transfer of any
Common Shares in respect of which Rights have been issued will also constitute the transfer of the
Rights associated with such Common Shares. Commencing as promptly as practicable after the Record
Date, the Company will make available a copy of a Summary of Rights to Purchase Common Shares in
substantially the form attached as Exhibit B to any holder of Rights who may request it
from time to time prior to the Expiration Date.



     (b) Rights will be issued by the Company in respect of all Common Shares (other than Common
Shares issued upon the exercise or exchange of any Right) issued or delivered by the Company
(whether originally issued or delivered from the Company’s treasury) after the Record Date but
prior to the earlier of the Distribution Date and the Expiration Date. Certificates evidencing
such Common Shares will have stamped on, impressed on, printed on, written on, or otherwise affixed
to them the following legend or such similar legend as the Company may deem appropriate and as is
not inconsistent with the provisions of this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange or quotation system on which the Common Shares may from time to time be
listed or quoted, or to conform to usage:



This Certificate also evidences and entitles the holder hereof to certain Rights as
set forth in a Rights Agreement between Cleveland-Cliffs Inc and Computershare Trust
Company, N.A., dated as of October 13, 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 Cleveland-Cliffs Inc. The Rights are not
exercisable prior to the occurrence of certain events specified in the Rights



6









 





Agreement. Under certain circumstances, as set forth in the Rights Agreement, such
Rights may be redeemed, may be exchanged, may expire, may be amended, or may be
evidenced by separate certificates and no longer be evidenced by this Certificate.
Cleveland-Cliffs Inc will mail to the holder of this Certificate a copy of the
Rights Agreement, as in effect on the date of mailing, without charge promptly after
receipt of a written request therefor. Under certain circumstances as set forth in
the Rights Agreement, Rights that are or were beneficially owned by an Acquiring
Person or any Affiliate or Associate of an Acquiring Person (as such terms are
defined in the Rights Agreement) may become null and void.



     (c) Any Right Certificate issued pursuant to this Section 3 that represents Rights
beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Right
Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any
Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate
and any Right Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange,
replacement or adjustment of any other Right Certificate referred to in this sentence, shall be
subject to and contain the following legend or such similar legend as the Company may deem
appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required
to comply with any applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to
conform to usage:



The Rights represented by this Right Certificate are or were beneficially owned by a
Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring
Person (as such terms are defined in the Rights Agreement). This Right Certificate
and the Rights represented hereby may become null and void in the circumstances
specified in Section 11(a)(ii) or Section 13 of the Rights Agreement.



     (d) As promptly 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, send), by first-class, insured, postage prepaid mail, to each
record holder of Common Shares as of the Close of Business on the Distribution Date, at the address
of such holder shown on the records of the Company, a Right Certificate evidencing one Right for
each Common Share so held, subject to adjustment as provided herein. As of and after the
Distribution Date, the Rights will be evidenced solely by such Right Certificates.



     (e) In the event that the Company purchases or otherwise acquires any Common Shares after the
Record Date but prior to the Distribution Date, any Rights associated with such Common Shares will
be deemed canceled and retired so that the Company will not be entitled to exercise any Rights
associated with the Common Shares so purchased or acquired.



     4. Form of Right Certificates. The Right Certificates (and the form of election to
purchase and the form of assignment to be printed on the reverse thereof) will be substantially in
the form attached as Exhibit A with such changes and marks of identification or
designation, and such legends, summaries or endorsements printed thereon, as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement, or as may be



7









 







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 quotation system on which the
Rights may from time to time be listed or quoted, or to conform to usage. Subject to the
provisions of Section 22, the Right Certificates, whenever issued, on their face will entitle the
holders thereof to purchase such number of one one-hundredths of a Common Share as are set forth
therein at the Purchase Price set forth therein, but the Purchase Price, the number and kind of
securities issuable upon exercise of each Right and the number of Rights outstanding will be
subject to adjustment as provided herein.



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



     (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at the
principal office of the Rights Agent designated for such purpose and at such other offices 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 any quotation system on which the Rights
may from time to time be listed or quoted, books for registration and transfer of the Right
Certificates issued hereunder. Such books will show the names and addresses of the respective
holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right
Certificates and the date of each of the Right Certificates.



     6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated,
Destroyed, Lost or Stolen Right Certificates. (a) Subject to the provisions of Sections 7(d)
and 14, at any time after the Close of Business on the Distribution Date and prior to the
Expiration Date, any Right Certificate or Right Certificates representing exercisable Rights may be
transferred, split up, combined or exchanged for another Right Certificate or Right Certificates,
entitling the registered holder to purchase a like number of Common Shares (or other securities, as
the case may be) as the Right Certificate or Right Certificates surrendered then entitled such
holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to
transfer, split up, combine or exchange any such Right Certificate or Right Certificates must make
such request in a writing delivered to the Rights Agent and must surrender the Right Certificate or
Right Certificates to be transferred, split up, combined or exchanged at the principal office of
the Rights Agent designated for such purpose. Thereupon or as promptly as



8









 







practicable thereafter, subject to the provisions of Sections 7(d) and 14, the Company will
prepare, execute and deliver to the Rights Agent, and the Rights Agent will countersign and
deliver, a Right Certificate or Right Certificates, as the case may be, as so requested. The
Company may require payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer, split up, combination or exchange of Right Certificates.



     (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to
them of the loss, theft, destruction or mutilation of a Right Certificate and, in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to them, and, if requested
by the Company, reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent and cancellation of the Right
Certificate if mutilated, the Company will prepare, execute and deliver a new Right Certificate of
like tenor to the Rights Agent and the Rights Agent will countersign and deliver such new Right
Certificate to the registered holder in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.



     7. Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered
holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein) in whole or in part at any time after the Distribution Date and prior to the
Expiration Date, upon surrender of the Right Certificate, with the form of election to purchase on
the reverse side thereof duly executed, to the Rights Agent at the office or offices of the Rights
Agent designated for such purpose, together with payment in cash, in lawful money of the United
States of America by certified check or bank draft payable to the order of the Company, equal to
the sum of (i) the exercise price for the total number of securities as to which such surrendered
Rights are exercised and (ii) an amount equal to any applicable transfer tax required to be paid by
the holder of such Right Certificate in accordance with the provisions of Section 9(d).



     (b) Upon receipt of a Right Certificate representing exercisable Rights with the form of
election to purchase duly executed, accompanied by payment as described above, the Rights Agent
will promptly (i) requisition from any transfer agent of the Common Shares (or make available, if
the Rights Agent is the transfer agent) certificates representing the number of one one-hundredths
of a Common Share to be purchased or, in the case of uncertificated shares or other securities,
requisition from any transfer agent therefor a notice setting forth such number of shares or other
securities to be purchased for which registration will be made on the stock transfer books of the
Company (and the Company hereby irrevocably authorizes and directs its transfer agent to comply
with all such requests), or, if the Company elects to deposit Common Shares issuable upon exercise
of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary
receipts representing such number of one one-hundredths of a Common Share as are to be purchased
(and the Company hereby irrevocably authorizes and directs such depositary agent to comply with all
such requests), (ii) after receipt of such certificates (or notices or depositary receipts, as the
case may be), cause the same to be delivered to or upon the order of the registered holder of such
Right Certificate, registered in such name or names as may be designated by such holder, (iii) when
appropriate, requisition from the Company or any transfer agent therefor (or make available, if the
Rights Agent is the transfer



9









 







agent) certificates representing the number of equivalent common shares (or, in the case of
uncertificated shares, a notice of the number of equivalent common shares for which registration
will be made on the stock transfer books of the Company) to be issued in lieu of the issuance of
Common Shares in accordance with the provisions of Section 11(a)(iii), (iv) when appropriate, after
receipt of such certificates or notices, cause the same to be delivered to or upon the order of the
registered holder of such Right Certificate, registered in such name or names as may be designated
by such holder, (v) when appropriate, requisition from the Company the amount of cash to be paid in
lieu of the issuance of fractional shares in accordance with the provisions of Section 14 or in
lieu of the issuance of Common Shares in accordance with the provisions of Section 11(a)(iii), (vi)
when appropriate, after receipt, deliver such cash to or upon the order of the registered holder of
such Right Certificate, and (vii) when appropriate, deliver any due bill or other instrument
provided to the Rights Agent by the Company for delivery to the registered holder of such Right
Certificate as provided by Section 11(l).



     (c) In case the registered holder of any Right Certificate exercises less than all the Rights
evidenced thereby, the Company will prepare, execute and deliver a new Right Certificate evidencing
the Rights remaining unexercised and the Rights Agent will countersign and deliver such new Right
Certificate to the registered holder of such Right Certificate or to his, hers or its duly
authorized assigns, subject to the provisions of Section 14.



     (d) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor
the Company will be obligated to undertake any action with respect to any purported transfer, split
up, combination or exchange of any Right Certificate pursuant to Section 6 or exercise of a Right
Certificate as set forth in this Section 7 unless the registered holder of such Right Certificate
has (i) completed and signed the certificate following the form of assignment or the form of
election to purchase, as applicable, set forth on the reverse side of the Right Certificate
surrendered for such transfer, split up, combination, exchange or exercise and (ii) provided such
additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or
Affiliates or Associates thereof as the Company may reasonably request.



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



     9. Company Covenants Concerning Securities and Rights. The Company covenants and
agrees that:



10









 





     (a) It will cause to be reserved and kept available out of its authorized and unissued Common
Shares or any Common Shares held in its treasury, a number of Common Shares that will be sufficient
to permit the exercise pursuant to Section 7 of all outstanding Rights.



     (b) So long as the Common Shares (or any other securities) issuable upon the exercise of the
Rights may be listed on a national securities exchange or quoted on a quotation system, it will
endeavor to cause, from and after such time as the Rights become exercisable, all securities
reserved for issuance upon the exercise of Rights to be listed on such exchange or quoted on such
system, upon official notice of issuance upon such exercise.



     (c) It will take all such action as may be necessary to ensure that all Common Shares (or any
other securities) delivered (or evidenced by registration on the stock transfer books of the
Company) upon exercise of Rights, at the time of delivery of the certificates for (or registration
of) such securities, will be (subject to payment of the Purchase Price) duly authorized, validly
issued, fully paid and nonassessable securities.



     (d) It will pay when due and payable any and all federal and state transfer taxes and charges
that may be payable in respect of the issuance or delivery of the Right Certificates and of any
certificates representing securities issued upon the exercise of Rights (or, if such securities are
uncertificated, the registration of such securities on the stock transfer books of the Company);
provided, however, that the Company will not be required to pay any transfer tax or
charge which may be payable in respect of any transfer or delivery of Right Certificates to a
person other than, or the issuance or delivery of certificates or depositary receipts representing
(or the registration of) securities issued upon the exercise of Rights in a name other than that
of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or
to issue or deliver any certificates, depositary receipts or notices representing securities issued
upon the exercise of any Rights until any such tax or charge has been paid (any such tax or charge
being payable by the holder of such Right Certificate at the time of surrender) or until it has
been established to the Company’s reasonable satisfaction that no such tax is due.



     (e) It will use its best efforts (i) to file on an appropriate form, as soon as practicable
following the later of the Share Acquisition Date and the Distribution Date, a registration
statement under the Securities Act with respect to the securities issuable upon exercise of the
Rights, (ii) to cause such registration statement to become effective as soon as practicable after
such filing, and (iii) to cause such registration statement to remain effective (with a prospectus
at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as
of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The
Company will also take such action as may be appropriate under, or to ensure compliance with, the
applicable state securities or “blue sky” laws in connection with the exercisability of the Rights.
The Company may temporarily suspend, for a period of time after the date set forth in clause (i)
of the first sentence of this Section 9(e), the exercisability of the Rights in order to prepare
and file such registration statement and to permit it to become effective. Upon any such
suspension, the Company will issue a public announcement stating that the exercisability of the
Rights has been temporarily suspended, as well as a public announcement at such time as the
suspension is no longer in effect. In addition, if the Company determines that a registration
statement should be filed under the Securities Act or any state securities laws following the
Distribution Date, the Company may temporarily suspend the exercisability of the Rights in each



11









 







relevant jurisdiction until such time as a registration statement has been declared effective
and, upon any such suspension, the Company will 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. Notwithstanding anything in this Agreement to
the contrary, the Rights will not be exercisable in any jurisdiction if the requisite registration
or qualification in such jurisdiction has not been effected or the exercise of the Rights is not
permitted under applicable law.



     (f) Notwithstanding anything in this Agreement to the contrary, after the later of the Share
Acquisition Date and the Distribution Date, the Company will not take (or permit any Subsidiary to
take) any action if at the time such action is taken it is reasonably foreseeable that such action
will eliminate or otherwise diminish the benefits intended to be afforded by the Rights.



     (g) In the event that the Company is obligated to issue other securities of the Company and/or
pay cash pursuant to Section 11, 13, 14 or 24, it will make all arrangements necessary so that such
other securities and/or cash are available for distribution by the Rights Agent, if and when
appropriate.



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



     11. Adjustment of Purchase Price, Number and Kind of Securities or Number of Rights.
The Purchase Price, the number and kind of securities issuable upon exercise of each Right and the
number of Rights outstanding are subject to adjustment from time to time as provided in this
Section 11.



(a) (i) In the event that the Company at any time after the Record Date (A) declares a
dividend on the Common Shares payable in Common Shares, (B) subdivides the outstanding
Common Shares, (C) combines the outstanding Common Shares into a smaller number of Common
Shares, or (D) issues any shares of its capital stock in a reclassification of the Common
Shares (including any such reclassification in connection



12









 





with a consolidation or merger in which the Company is the continuing or surviving
corporation), except as otherwise provided in this Section 11(a), the Purchase Price in
effect at the time of the record date for such dividend or of the effective date of such
subdivision, combination or reclassification and/or the number and/or kind of shares of
capital stock issuable on such date upon exercise of a Right, will be proportionately
adjusted so that the holder of any Right exercised after such time is entitled to receive
upon payment of the Purchase Price then in effect the aggregate number and kind of shares of
capital stock which, if such Right had been exercised immediately prior to such date and at
a time when the transfer books of the Company for the Common Shares were open, the holder of
such Right would have owned upon such exercise (and, in the case of a reclassification,
would have retained after giving effect to such reclassification) and would have been
entitled to receive by virtue of such dividend, subdivision, combination or
reclassification; provided, however, that in no event shall the
consideration to be paid upon the exercise of one Right be less than the aggregate par value
of the shares of capital stock issuable upon exercise of one Right. If an event occurs
which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) or
Section 13, the adjustment provided for in this Section 11(a)(i) will be in addition to, and
will be made prior to, any adjustment required pursuant to Section 11(a)(ii) or Section 13.



             (ii) Subject to the provisions of Section 24, if:





     (A) any Person becomes an Acquiring Person; or




     (B) any Acquiring Person or any Affiliate or Associate of any Acquiring Person, directly
or indirectly, (1) merges into the Company or otherwise combines with the Company and the
Company is the continuing or surviving corporation of such merger or combination (other than in
a transaction subject to Section 13), (2) merges or otherwise combines with any Subsidiary of
the Company, (3) in one or more transactions (otherwise than in connection with the exercise,
exchange or conversion of securities exercisable or exchangeable for or convertible into shares
of any class of capital stock of the Company or any of its Subsidiaries) transfers cash,
securities or any other property to the Company or any of its Subsidiaries in exchange (in whole
or in part) for shares of any class of capital stock of the Company or any of its Subsidiaries
or for securities exercisable or exchangeable for or convertible into shares of any class of
capital stock of the Company or any of its Subsidiaries, or otherwise obtains from the Company
or any of its Subsidiaries, with or without consideration, any additional shares of any class of
capital stock of the Company or any of its Subsidiaries or securities exercisable or
exchangeable for or convertible into shares of any class of capital stock of the Company or any
of its Subsidiaries (otherwise than as part of a pro rata distribution to all holders of shares
of any class of capital stock of the Company, or any of its Subsidiaries), (4) sells, purchases,
leases, exchanges, mortgages, pledges, transfers or otherwise disposes (in one or more
transactions) to, from, with or of, as the case may be, the Company or any of its Subsidiaries
(otherwise than in a transaction subject to Section 13), any property, including securities, on
terms and conditions less favorable to the Company than the Company would be able to obtain in
an arm’s-length transaction with an unaffiliated third party, (5) receives any compensation from
the Company or any of its Subsidiaries other than compensation as a director or a regular
full-time employee, in either



13









 





case at rates consistent with the Company’s (or its Subsidiaries’) past practices, or (6)
receives the benefit, directly or indirectly (except proportionately as a shareholder), of any
loans, advances, guarantees, pledges or other financial assistance or any tax credits or other
tax advantage provided by the Company or any of its Subsidiaries; or




     (C) during such time as there is an Acquiring Person, there is any reclassification of
securities of the Company (including any reverse stock split), or any recapitalization of the
Company, or any merger or consolidation of the Company with any of its Subsidiaries, or any
other transaction or series of transactions involving the Company or any of its Subsidiaries
(whether or not with or into or otherwise involving an Acquiring Person), other than a
transaction subject to Section 13, which has the effect, directly or indirectly, of increasing
by more than 1% the proportionate share of the outstanding shares of any class of equity
securities of the Company or any of its Subsidiaries, or of securities exercisable or
exchangeable for or convertible into equity securities of the Company or any of its
Subsidiaries, of which an Acquiring Person, or any Affiliate or Associate of any Acquiring
Person, is the Beneficial Owner;



then, and in each such case, from and after the latest of the Distribution Date, the
Share Acquisition Date and the date of the occurrence of such Flip-in Event, proper
provision will be made so that each holder of a Right, except as provided below, will
thereafter have the right to receive, upon exercise thereof in accordance with the terms
of this Agreement at an exercise price per Right equal to the product of the
then-current Purchase Price multiplied by the number of one one-hundredths of a Common
Share for which a Right was exercisable immediately prior to the date of the occurrence
of such Flip-in Event (or, if any other Flip-in Event shall have previously occurred,
the product of the then-current Purchase Price multiplied by the number of one
one-hundredths of a Common Share for which a Right was exercisable immediately prior to
the date of the first occurrence of a Flip-in Event), such number of Common Shares as
equals the result obtained by (x) multiplying the then-current Purchase Price by the
number of one one-hundredths of a Common Share for which a Right was exercisable
immediately prior to the date of the occurrence of such Flip-in Event (or, if any other
Flip-in Event shall have previously occurred, multiplying the then-current Purchase
Price by the number of one one-hundredths of a Common Share for which a Right was
exercisable immediately prior to the date of the first occurrence of a Flip-in Event),
and dividing that product by (y) 50% of the current per share market price of the Common
Shares (determined pursuant to Section 11(d)) on the date of the occurrence of such
Flip-in Event. Notwithstanding anything in this Agreement to the contrary, from and
after the first occurrence of a Flip-in Event, any Rights that are Beneficially Owned by
(A) any Acquiring Person (or any Affiliate or Associate of any Acquiring Person), (B) a
transferee of any Acquiring Person (or any such Affiliate or Associate) who becomes a
transferee after the occurrence of a Flip-in Event, or (C) a transferee of any Acquiring
Person (or any such Affiliate or Associate) who became a transferee prior to or
concurrently with the occurrence of a Flip-in Event pursuant to either (1) a transfer
from an Acquiring Person to holders of its equity securities or to any Person with whom
it has any continuing agreement, arrangement or understanding regarding the transferred
Rights or (2) a transfer which



14









 





the Directors of the Company have determined is part of a plan, arrangement or
understanding which has the purpose or effect of avoiding the provisions of this Section
11(a)(ii), and subsequent transferees of any of such Persons, will be void without any
further action and any holder of such Rights will thereafter have no rights whatsoever
with respect to such Rights under any provision of this Agreement. The Company will use
all reasonable efforts to ensure that the provisions of this Section 11(a)(ii) are
complied with, but will have no liability to any holder of Right Certificates or any
other Person as a result of its failure to make any determinations with respect to an
Acquiring Person or its Affiliates, Associates or transferees hereunder. Upon the
occurrence of a Flip-in Event, no Right Certificate that represents Rights that are or
have become void pursuant to the provisions of this Section 11(a)(ii) will thereafter be
issued pursuant to Section 3 or Section 6, and any Right Certificate delivered to the
Rights Agent that represents Rights that are or have become void pursuant to the
provisions of this Section 11(a)(ii) will be canceled. Upon the occurrence of a
Flip-over Event, any Rights that shall not have been previously exercised pursuant to
this Section 11(a)(ii) shall thereafter be exercisable only pursuant to Section 13 and
not pursuant to this Section 11(a)(ii).




     (iii) Upon the occurrence of a Flip-in Event, if there are not sufficient Common Shares
authorized but unissued or issued but not outstanding to permit the issuance of all the Common
Shares issuable in accordance with Section 11(a)(ii) upon the exercise of a Right, the Directors
of the Company will use their best efforts promptly to authorize and, subject to the provisions
of Section 9(e), make available for issuance additional Common Shares or other equity securities
of the Company having equivalent voting rights and an equivalent value (as determined in good
faith by the Directors of the Company) to the Common Shares (for purposes of this Section
11(a)(iii), “equivalent common shares”). In the event that equivalent common shares are so
authorized, upon the exercise of a Right in accordance with the provisions of Section 7, the
registered holder will be entitled to receive (A) Common Shares, to the extent any are
available, and (B) a number of equivalent common shares, which the Directors of the Company have
determined in good faith to have a value equivalent to the excess of (x) the aggregate current
per share market value on the date of the occurrence of the most recent Flip-in Event of all the
Common Shares issuable in accordance with Section 11(a)(ii) upon the exercise of a Right (the
“Exercise Value”) over (y) the aggregate current per share market value on the date of the
occurrence of the most recent Flip-in Event of any Common Shares available for issuance upon the
exercise of such Right; provided, however, that if at any time after 90 calendar
days after the latest of the Share Acquisition Date, the Distribution Date and the date of the
occurrence of the most recent Flip-in Event, there are not sufficient Common Shares and/or
equivalent common shares available for issuance upon the exercise of a Right, then the Company
will be obligated to deliver, upon the surrender of such Right and without requiring payment of
the Purchase Price, Common Shares (to the extent available), equivalent common shares (to the
extent available) and then cash (to the extent permitted by applicable law and any agreements or
instruments to which the Company is a party in effect immediately prior to the Share Acquisition
Date), which securities and cash have an aggregate value equal to the excess of (1) the Exercise
Value over (2) the product of the then-current Purchase Price multiplied by the number of one
one-hundredths of a Common Share for which a Right was exercisable



15









 





immediately prior to the date of the occurrence of the most recent Flip-in Event (or, if
any other Flip-in Event shall have previously occurred, the product of the then-current Purchase
Price multiplied by the number of one one-hundredths of a Common Share for which a Right would
have been exercisable immediately prior to the date of the occurrence of such Flip-in Event if
no other Flip-in Event had previously occurred). To the extent that any legal or contractual
restrictions prevent the Company from paying the full amount of cash payable in accordance with
the foregoing sentence, the Company will pay to holders of the Rights as to which such payments
are being made all amounts which are not then restricted on a pro rata basis and will continue
to make payments on a pro rata basis as promptly as funds become available until the full amount
due to each such Rights holder has been paid.



     (b) In the event that the Company fixes a record date for the issuance of rights, options or
warrants to all holders of Common Shares entitling them (for a period expiring within 45 calendar
days after such record date) to subscribe for or purchase Common Shares (or securities having
equivalent rights, privileges and preferences as the Common Shares (for purposes of this Section
11(b), “equivalent common shares”)) or securities convertible into Common Shares or equivalent
common shares at a price per Common Share or equivalent common share (or having a conversion price
per share, if a security convertible into Common Shares or equivalent common shares) less than the
current per share market price of the Common Shares (determined pursuant to Section 11(d)) on such
record date, the Purchase Price to be in effect after such record date will be determined by
multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the
numerator of which is the number of Common Shares outstanding on such record date plus the number
of Common Shares which the aggregate offering price of the total number of Common Shares and/or
equivalent common shares so to be offered (and/or the aggregate initial conversion price of the
convertible securities so to be offered) would purchase at such current per share market price and
the denominator of which is the number of Common Shares outstanding on such record date plus the
number of additional Common Shares and/or equivalent common shares to be offered for subscription
or purchase (or into which the convertible securities so to be offered are initially convertible);
provided, however, that in no event shall the consideration to be paid upon the
exercise of one Right be less than the aggregate par value of the shares of capital stock issuable
upon exercise of one Right. In case such subscription price may be paid in a consideration part or
all of which is in a form other than cash, the value of such consideration will be as determined in
good faith by the Directors of the Company, whose determination will be described in a statement
filed with the Rights Agent. Common Shares owned by or held for the account of the Company will
not be deemed outstanding for the purpose of any such computation. Such adjustment will be made
successively whenever such a record date is fixed, and in the event that such rights, options or
warrants are not so issued, the Purchase Price will be adjusted to be the Purchase Price which
would then be in effect if such record date had not been fixed.



     (c) In the event that the Company fixes a record date for the making of a distribution to all
holders of Common Shares (including any such distribution made in connection with a consolidation
or merger in which the Company is the continuing or surviving corporation) of evidences of
indebtedness, cash (other than a regular periodic cash dividend), assets, stock (other than a
dividend payable in Common Shares) or subscription rights, options or warrants (excluding those
referred to in Section 11(b)), the Purchase Price to be in effect after such record



16









 







date will be determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which is the current per share market price of the
Common Shares (as determined pursuant to Section 11(d)) on such record date or, if earlier, the
date on which Common Shares begin to trade on an ex-dividend or when issued basis for such
distribution, less the fair market value (as determined in good faith by the Directors of the
Company, whose determination will be described in a statement filed with the Rights Agent) of the
portion of the evidences of indebtedness, cash, assets or stock so to be distributed or of such
subscription rights, options or warrants applicable to one Common Share, and the denominator of
which is such current per share market price of the Common Shares; provided,
however, that in no event shall the consideration to be paid upon the exercise of one Right
be less than the aggregate par value of the shares of capital stock issuable upon exercise of one
Right. Such adjustments will be made successively whenever such a record date is fixed; and in the
event that such distribution is not so made, the Purchase Price will again be adjusted to be the
Purchase Price which would then be in effect if such record date had not been fixed.



     (d) For the purpose of any computation hereunder, the “current per share market price” of
Common Shares on any date will be deemed to be the average of the daily closing prices per share of
such Common Shares for the 30 consecutive Trading Days immediately prior to such date;
provided, however, that in the event that the current per share market price of the
Common Shares is determined during a period following the announcement by the issuer of such Common
Shares of (A) a dividend or distribution on such Common Shares payable in such Common Shares or
securities convertible into such Common Shares (other than the Rights) or (B) any subdivision,
combination or reclassification of such Common Shares, and prior to the expiration of 30 Trading
Days after the ex-dividend date for such dividend or distribution, or the record date for such
subdivision, combination or reclassification, then, and in each such case, the current per share
market price will be appropriately adjusted to take into account ex-dividend trading or to reflect
the current per share market price per Common Share equivalent. The closing price for each day
will 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 quotation system with respect to securities listed or admitted to trading on
the New York Stock Exchange or, if the Common Shares are not listed or admitted to trading on the
New York Stock Exchange, as reported in the principal consolidated quotation system with respect to
securities listed on the principal national securities exchange on which the Common Shares are
listed or admitted to trading or, if the Common Shares are not listed or admitted to trading on any
national securities exchange, the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by such market then in use,
or, if on any such date the Common Shares are not quoted by any such organization, the average of
the closing bid and asked prices as furnished by a professional market maker making a market in the
Common Shares selected by the Directors of the Company. If the Common Shares are not publicly held
or not so listed or traded, or are not the subject of available bid and asked quotes, “current per
share market price” will mean the fair value per share as determined in good faith by the Directors
of the Company, whose determination will be described in a statement filed with the Rights Agent.



     (e) Except as set forth below, no adjustment in the Purchase Price will be required unless
such adjustment would require an increase or decrease of at least 1% in such price;



17









 





provided, however, that any adjustments which by reason of this Section 11(e)
are not required to be made will be carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 11 will be made to the nearest cent or to the
nearest one ten-thousandth of a Common Share or other security, as the case may be.
Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section
11 will be made no later than the earlier of (i) three years from the date of the transaction which
requires such adjustment and (ii) the Expiration Date.



     (f) If as a result of an adjustment made pursuant to Section 11(a), the holder of any Right
thereafter exercised becomes entitled to receive any securities of the Company other than Common
Shares, thereafter the number and/or kind of such other securities so receivable upon exercise of
any Right (and/or the Purchase Price in respect thereof) will be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to
the Common Shares (and the Purchase Price in respect thereof) contained in this Section 11, and the
provisions of Sections 7, 9, 10, 13 and 14 with respect to the Common Shares (and the Purchase
Price in respect thereof) will apply on like terms to any such other securities (and the Purchase
Price in respect thereof).



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



     (h) Unless the Company has exercised its election as provided in Section 11(i), upon each
adjustment of the Purchase Price pursuant to Section 11(b) or Section 11(c), each Right outstanding
immediately prior to the making of such adjustment will thereafter evidence the right to purchase,
at the adjusted Purchase Price, that number of Common Shares (calculated to the nearest one
ten-thousandth of a Common Share) obtained by (i) multiplying (x) the number of one one-hundredths
of a Common Share issuable upon exercise of a Right immediately prior to such adjustment of the
Purchase Price by (y) the Purchase Price in effect immediately prior to such adjustment of the
Purchase Price and (ii) dividing the product so obtained by the Purchase Price in effect
immediately after such adjustment of the Purchase Price.



     (i) The Company may elect, on or after the date of any adjustment of the Purchase Price, to
adjust the number of Rights in substitution for any adjustment in the number of Common Shares
issuable upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the
number of Rights will be exercisable for the number of Common Shares 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 will become that number of Rights (calculated to the nearest one
ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment
of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase
Price. The Company will 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. Such record date may be the date on which the Purchase Price is adjusted or
any day thereafter, but, if the Right Certificates have been issued, will be at least 10 calendar
days later than the date of the public announcement. If Right Certificates have been issued, upon
each adjustment of the number of Rights pursuant to this



18









 







Section 11(i), the Company will, as promptly as practicable, cause to be distributed to
holders of record of Right Certificates on such record date Right Certificates evidencing, subject
to the provisions of Section 14, the additional Rights to which such holders are entitled as a
result of such adjustment, or, at the option of the Company, will cause to be distributed to such
holders of record in substitution and replacement for the Right Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof if required by the Company, new Right
Certificates evidencing all the Rights to which such holders are entitled after such adjustment.
Right Certificates so to be distributed will be issued, executed, and countersigned in the manner
provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and
will be registered in the names of the holders of record of Right Certificates on the record date
specified in the public announcement.



     (j) Without respect to any adjustment or change in the Purchase Price and/or the number and/or
kind of securities issuable upon the exercise of the Rights, the Right Certificates theretofore and
thereafter issued may continue to express the Purchase Price and the number and kind of securities
which were expressed in the initial Right Certificate issued hereunder.



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



     (l) In any case in which this Section 11 otherwise requires that an adjustment in the Purchase
Price be made effective as of a record date for a specified event, the Company may elect to defer
until the occurrence of such event the issuance to the holder of any Right exercised after such
record date the number of Common Shares or other securities of the Company, if any, issuable upon
such exercise over and above the number of Common Shares or other securities of the Company, if
any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such
adjustment; provided, however, that the Company delivers to such holder a due bill
or other appropriate instrument evidencing such holder’s right to receive such additional Common
Shares or other securities upon the occurrence of the event requiring such adjustment.



     (m) Notwithstanding anything in this Agreement to the contrary, the Company will be entitled
to make such reductions in the Purchase Price, in addition to those adjustments expressly required
by this Section 11, as and to the extent that in its good faith judgment the Directors of the
Company determine to be advisable in order that any (i) consolidation or subdivision of the Common
Shares, (ii) issuance wholly for cash of Common Shares at less than the current per share market
price therefor, (iii) issuance wholly for cash of Common Shares or securities which by their terms
are convertible into or exchangeable for Common Shares, (iv) stock dividends, or (v) issuance of
rights, options or warrants referred to in this Section 11, hereafter made by the Company to
holders of its Common Shares is not taxable to such shareholders.



     12. Certificate of Adjusted Purchase Price or Number of Securities. Whenever an
adjustment is made as provided in Section 11 or Section 13, the Company will promptly (a) prepare a
certificate setting forth such adjustment and a brief statement of the facts accounting



19









 







for such adjustment, (b) file with the Rights Agent and with each transfer agent for the
Common Shares a copy of such certificate, and (c) if such adjustment is made after the Distribution
Date, mail a brief summary of such adjustment to each holder of a Right Certificate in accordance
with Section 26.



     13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the
event that:




     (i) at any time after a Person has become an Acquiring Person, the Company consolidates
with, or merges with or into, any other Person and the Company is not the continuing or
surviving corporation of such consolidation or merger; or




     (ii) at any time after a Person has become an Acquiring Person, any Person consolidates
with the Company, or merges with or into the Company, and the Company is the continuing or
surviving corporation of such merger or consolidation and, in connection with such merger or
consolidation, all or part of the Common Shares is changed into or exchanged for stock or
other securities of any other Person or cash or any other property; or




     (iii) at any time after a Person has become an Acquiring Person, the Company, directly
or indirectly, sells or otherwise transfers (or one or more of its Subsidiaries sells or
otherwise transfers), in one or more transactions, assets or earning power (including,
without limitation, securities creating any obligation on the part of the Company and/or any
of its Subsidiaries) representing in the aggregate more than 50% of the assets or earning
power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons other
than the Company or one or more of its wholly owned Subsidiaries;



then, and in each such case, proper provision will be made so that from and after the latest of the
Share Acquisition Date, the Distribution Date and the date of the occurrence of such Flip-over
Event (A) each holder of a Right thereafter has the right to receive, upon the exercise thereof in
accordance with the terms of this Agreement at an exercise price per Right equal to the product of
the then-current Purchase Price multiplied by the number of one one-hundredths of a Common Share
for which a Right was exercisable immediately prior to the Share Acquisition Date, such number of
duly authorized, validly issued, fully paid, nonassessable and freely tradeable Common Shares of
the Issuer, free and clear of any liens, encumbrances and other adverse claims and not subject to
any rights of call or first refusal, as equals the result obtained by (x) multiplying the
then-current Purchase Price by the number of one one-hundredths of a Common Share for which a Right
is exercisable immediately prior to the Share Acquisition Date and dividing that product by (y) 50%
of the current per share market price of the Common Shares of the Issuer (determined pursuant to
Section 11(d)), on the date of the occurrence of such Flip-over Event; (B) the Issuer will
thereafter be liable for, and will assume, by virtue of the occurrence of such Flip-over Event, all
the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” will
thereafter be deemed to refer to the Issuer; and (D) the Issuer will take such steps (including,
without limitation, the reservation of a sufficient number of its Common Shares to permit the
exercise of all outstanding Rights) in connection with such consummation as may be necessary to
assure that the provisions hereof are thereafter 


20









 






applicable, as nearly as reasonably may be possible, in relation to its Common Shares thereafter deliverable
upon the exercise of the Rights.



     (b) For purposes of this Section 13, “Issuer” means (i) in the case of any Flip-over Event
described in Sections 13(a)(i) or (ii) above, the Person that is the continuing, surviving,
resulting or acquiring Person (including the Company as the continuing or surviving corporation of
a transaction described in Section 13(a)(ii) above), and (ii) in the case of any Flip-over Event
described in Section 13(a)(iii) above, the Person that is the party receiving the greatest portion
of the assets or earning power (including, without limitation, securities creating any obligation
on the part of the Company and/or any of its Subsidiaries) transferred pursuant to such transaction
or transactions; provided, however, that, in any such case, (A) if (1) no class of
equity security of such Person is, at the time of such merger, consolidation or transaction and has
been continuously over the preceding 12-month period, registered pursuant to Section 12 of the
Exchange Act, and (2) such Person is a Subsidiary, directly or indirectly, of another Person, a
class of equity security of which is and has been so registered, the term “Issuer” means such other
Person; and (B) in case such Person is a Subsidiary, directly or indirectly, of more than one
Person, a class of equity security of two or more of which are and have been so registered, the
term “Issuer” means whichever of such Persons is the issuer of the equity security having the
greatest aggregate market value. Notwithstanding the foregoing, if the Issuer in any of the
Flip-over Events listed above is not a corporation or other legal entity having outstanding equity
securities, then, and in each such case, (x) if the Issuer is directly or indirectly wholly owned
by a corporation or other legal entity having outstanding equity securities, then all references to
Common Shares of the Issuer will be deemed to be references to the Common Shares of the corporation
or other legal entity having outstanding equity securities which ultimately controls the Issuer,
and (y) if there is no such corporation or other legal entity having outstanding equity securities,
(I) proper provision will be made so that the Issuer creates or otherwise makes available for
purposes of the exercise of the Rights in accordance with the terms of this Agreement, a kind or
kinds of security or securities having a fair market value at least equal to the economic value of
the Common Shares which each holder of a Right would have been entitled to receive if the Issuer
had been a corporation or other legal entity having outstanding equity securities; and (II) all
other provisions of this Agreement will apply to the issuer of such securities as if such
securities were Common Shares.



     (c) The Company will not consummate any Flip-over Event if, (i) at the time of or immediately
after such Flip-over Event, there are or would be any rights, warrants, instruments or securities
outstanding or any agreements or arrangements in effect which would eliminate or substantially
diminish the benefits intended to be afforded by the Rights, (ii) prior to, simultaneously with or
immediately after such Flip-over Event, the shareholders of the Person who constitutes, or would
constitute, the Issuer for purposes of Section 13(a) 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 the organization of the Issuer would preclude or limit the exercisability of the Rights. In
addition, the Company will not consummate any Flip-over Event unless the Issuer has a sufficient
number of authorized Common Shares (or other securities as contemplated in Section 13(b) above)
which have not been issued or reserved for issuance to permit the exercise in full of the Rights in
accordance with this Section 13 and unless prior to such consummation the Company and the Issuer
have executed and delivered to the Rights Agent a



21









 







supplemental agreement providing for the terms set forth in subsections (a) and (b) of this
Section 13 and further providing that as promptly as practicable after the consummation of any
Flip-over Event, the Issuer will:




     (A) prepare and file a registration statement under the Securities Act with respect to the
Rights and the securities issuable upon exercise of the Rights on an appropriate form, and use
its best efforts to cause such registration statement to (1) become effective as soon as
practicable after such filing and (2) remain effective (with a prospectus at all times meeting
the requirements of the Securities Act) until the Expiration Date;




     (B) take all such action as may be appropriate under, or to ensure compliance with, the
applicable state securities or “blue sky” laws in connection with the exercisability of the
Rights; and




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



     (d) The provisions of this Section 13 will similarly apply to successive mergers or
consolidations or sales or other transfers. In the event that a Flip-over Event occurs at any time
after the occurrence of a Flip-in Event, except for Rights that have become void pursuant to
Section 11(a)(ii), Rights that shall not have been previously exercised will cease to be
exercisable in the manner provided in Section 11(a)(ii) and will thereafter be exercisable in the
manner provided in Section 13(a).



     14. Fractional Rights and Fractional Securities. (a) The Company will not be required
to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights.
In lieu of such fractional Rights, the Company will pay as promptly as practicable to the
registered holders of the Right Certificates with regard to which such fractional Rights otherwise
would be issuable, an amount in cash equal to the same fraction of the current market value of one
Right. For the purposes of this Section 14(a), the current market value of one Right is the
closing price of the Rights for the Trading Day immediately prior to the date on which such
fractional Rights otherwise would have been issuable. The closing price for any day is 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 quotation
system with respect to securities listed or admitted to trading on the New York Stock Exchange or,
if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in
the principal quotation system with respect to securities listed on the principal national
securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not
listed or admitted to trading on any national securities exchange, the last quoted price or, if not
so quoted, the average of the high bid and low asked prices in the over-the-counter market, as
reported by such market then in use, or, if on any such date the Rights are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a professional market
maker making a market in the Rights selected by the Directors of the Company. If the Rights are
not publicly held or are not so listed or traded, or are not the subject of available bid and asked
quotes, the current market value of one Right will mean the fair value thereof as



22









 







determined in good faith by the Directors of the Company, whose determination will be
described in a statement filed with the Rights Agent.



     (b) The Company will not be required to issue fractions of Common Shares or other securities
issuable upon exercise or exchange of the Rights or to distribute certificates which evidence any
such fractional securities or to register any such fractional securities on the stock transfer
books of the Company. In lieu of issuing any such fractional securities, the Company may pay to
any Person to whom or which such fractional securities would otherwise be issuable an amount in
cash equal to the same fraction of the current market value of one such security. For purposes of
this Section 14(b), the current market value of one Common Share or other security issuable upon
the exercise or exchange of Rights is the closing price thereof (as determined in the same manner
as set forth for Common Shares in the second sentence of Section 11(d)) for the Trading Day
immediately prior to the date of such exercise or exchange; provided, however, that
if neither the Common Shares nor any such other securities are publicly held or listed or admitted
to trading on any national securities exchange, or the subject of available bid and asked quotes,
the current market value of one Common Share or such other security will mean the fair value
thereof as determined in good faith by the Directors of the Company, whose determination will mean
the fair value thereof as will be described in a statement filed with the Rights Agent.



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



     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 are transferable only in connection with the
transfer of the Common Shares;



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



23









 





     (c) The Company and the Rights Agent may deem and treat the person in whose name the Right
Certificate (or, prior to the Distribution Date, the associated Common Share) is registered as the
absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificate or the associated Common Share certificate, if any,
made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither
the Company nor the Rights Agent will be affected by any notice to the contrary;



     (d) Such holder expressly waives any right to receive any fractional Rights and any fractional
securities upon exercise or exchange of a Right, except as otherwise provided in Section 14.



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



     17. Right Certificate Holder Not Deemed a Shareholder. No holder, as such, of any
Right Certificate will be entitled to vote, receive dividends, or be deemed for any purpose the
holder of Common Shares or any other securities of the Company which may at any time be issuable
upon the exercise of the Rights represented thereby, nor will anything contained herein or in any
Right Certificate be construed to confer upon the holder of any Right Certificate, as such, any of
the rights of a shareholder of the Company or any right to vote for the election of Directors or
upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to
any corporate action, or to receive notice of meetings or other actions affecting shareholders
(except as provided in Section 25), or to receive dividends or subscription rights, or otherwise,
until the Right or Rights evidenced by such Right Certificate shall have been exercised in
accordance with the provisions of this Agreement or exchanged pursuant to the provisions of Section
24.



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



24









 





     (b) The Rights Agent will be protected and will incur no liability for or in respect of any
action taken, suffered, or omitted by it in connection with its administration of this Agreement in
reliance upon any Right Certificate or certificate or other notice evidencing Common Shares or
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.



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



     19. Merger or Consolidation or Change of Name of Rights Agent. (a) Any corporation
into which the Rights Agent or any successor Rights Agent may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to which the Rights
Agent or any successor Rights Agent is a party, or any corporation succeeding to the corporate
trust business of the Rights Agent or any successor Rights Agent, will be the successor to the
Rights Agent under this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto, provided that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of Section 21. If at the time such
successor Rights Agent succeeds to the agency created by this Agreement any of the Right
Certificates shall have been countersigned but not delivered, any such successor Rights Agent may
adopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates so
countersigned; and if 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 will have the full force provided in the Right Certificates and in this
Agreement.



     (b) If at any time the name of the Rights Agent changes and at such time any of the Right
Certificates have been countersigned but not delivered, the Rights Agent may adopt the
countersignature under its prior name and deliver Right Certificates so countersigned; and if at
that time any of the Right Certificates have not 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 will have the full force provided in the Right Certificates and
in this Agreement.



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



     (a) The Rights Agent may consult with legal counsel (who may be legal counsel for the
Company), and the opinion of such counsel will be full and complete authorization and



25









 







protection to the Rights Agent as to any action taken or omitted by it in good faith and in
accordance with such opinion.



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



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



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



     (e) The Rights Agent will not be under any responsibility in respect of the validity of this
Agreement or the execution and delivery hereof (except the due execution and delivery hereof by the
Rights Agent) or in respect of the validity or execution of any Right Certificate (except its
countersignature thereof); nor will it be responsible for any breach by the Company of any covenant
contained in this Agreement or in any Right Certificate; nor will it be responsible for any
adjustment required under the provisions of Sections 11 or 13 (including any adjustment which
results in Rights becoming void) or responsible for the manner, method or amount of any such
adjustment or the ascertaining of the existence of facts that would require any such adjustment
(except with respect to the exercise of Rights evidenced by Right Certificates after actual notice
of any such adjustment); nor will it by any act hereunder be deemed to make any representation or
warranty as to the authorization or reservation of any shares of stock or other securities to be
issued pursuant to this Agreement or any Right Certificate or as to whether any shares of stock or
other securities will, when issued, be duly authorized, validly issued, fully paid and
nonassessable.



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



     (g) The Rights Agent is hereby authorized and directed to accept instructions with respect to
the performance of its duties hereunder from any one of the Chairman, President and Chief Executive
Officer, any Vice President, the Secretary or the Treasurer of the Company, and to apply to such
officers for advice or instructions in connection with its duties, and it will not be liable for
any action taken or suffered to be taken by it in good faith in accordance with instructions of any
such officer.



26









 





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



     (i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it
or perform any duty hereunder either itself or by or through its attorneys or agents, and the
Rights Agent will not be answerable or accountable for any act, default, neglect or misconduct of
any such attorneys or agents or for any loss to the Company resulting from any such act, default,
neglect or misconduct, provided reasonable care was exercised in the selection and continued
employment thereof. The Rights Agent will not be under any duty or responsibility to ensure
compliance with any applicable federal or state securities laws in connection with the issuance,
transfer or exchange of Right Certificates.



     (j) If, with respect to any Right Certificate surrendered to the Rights Agent for exercise,
transfer, split up, combination or exchange, either (i) the certificate attached to the form of
assignment or form of election to purchase, as the case may be, has either not been completed or
indicates an affirmative response to clause 1 or 2 thereof, or (ii) any other actual or suspected
irregularity exists, the Rights Agent will not take any further action with respect to such
requested exercise, transfer, split up, combination or exchange without first consulting with the
Company, and will thereafter take further action with respect thereto only in accordance with the
Company’s written instructions.



     21. Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign
and be discharged from its duties under this Agreement upon 30 calendar days’ notice in writing
mailed to the Company and to each transfer agent of the Common Shares by registered or certified
mail, and to the holders of the Right Certificates by first-class mail. In the event the transfer
agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent
will be deemed to have resigned automatically and be discharged from its duties under this
Agreement as of the effective date of such termination, and the Company shall be responsible for
sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent
upon 30 calendar days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as
the case may be, and to each transfer agent of the Common Shares by registered or certified mail,
and to the holders of the Right Certificates by first-class mail. If the Rights Agent resigns or
is removed or otherwise becomes incapable of acting, the Company will appoint a successor to the
Rights Agent. If the Company fails to make such appointment within a period of 30 calendar days
after giving notice of such removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate
(who will, with such notice, submit his Right Certificate for inspection by the Company), then the
registered holder of any Right Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or
by such a court, will be a corporation or other legal entity organized and doing business under the
laws of the United States or of the State of New York (or of any other state of the United States
so long as such corporation is authorized



27









 







to do business as a banking institution in the State of New York), in good standing, which is
authorized under such laws to exercise corporate trust or stock transfer powers and is subject to
supervision or examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus, along with its Affiliates, of at least
$50 million. After appointment, the successor Rights Agent will 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 will 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 will file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the
registered holders of the Right Certificates. Failure to give any notice provided for in this
Section 21, however, or any defect therein, will 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 Right Certificates. Notwithstanding any of the provisions of this
Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right
Certificates evidencing Rights in such form as may be approved by its Directors to reflect any
adjustment or change in the Purchase Price per share and the number or kind of securities issuable
upon exercise of the Rights made in accordance with the provisions of this Agreement. In addition,
in connection with the issuance or sale by the Company of Common Shares following the Distribution
Date and prior to the Expiration Date, the Company (a) will, with respect to Common Shares so
issued or sold pursuant to the exercise, exchange or conversion of securities (other than Rights)
issued prior to the Distribution Date which are exercisable or exchangeable for, or convertible
into Common Shares, and (b) may, in any other case, if deemed necessary, appropriate or desirable
by the Directors of the Company, issue Right Certificates representing an equivalent number of
Rights as would have been issued in respect of such Common Shares if they had been issued or sold
prior to the Distribution Date, as appropriately adjusted as provided herein as if they had been so
issued or sold; provided, however, that (i) no such Right Certificate will be
issued if, and to the extent that, in its good faith judgment the Directors of the Company
determine that the issuance of such Right Certificate could have a material adverse tax consequence
to the Company or to the Person to whom or which such Right Certificate otherwise would be issued
and (ii) no such Right Certificate will be issued if, and to the extent that, appropriate
adjustment otherwise has been made in lieu of the issuance thereof.



     23. Redemption. (a) Prior to the Expiration Date, the Directors of the Company may,
at their option, redeem all but not less than all of the then-outstanding Rights at the Redemption
Price at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii)
Share Acquisition Date. Any such redemption will be effective immediately upon the action of the
Directors of the Company ordering the same, unless such action of the Directors of the Company
expressly provides that such redemption will be effective at a subsequent time or upon the
occurrence or nonoccurrence of one or more specified events (in which case such redemption will be
effective in accordance with the provisions of such action of the Directors of the Company).



28









 





     (b) Immediately upon the effectiveness of the redemption of the Rights as provided in Section
23(a), and without any further action and without any notice, the right to exercise the Rights will
terminate and the only right thereafter of the holders of Rights will be to receive the Redemption
Price, without interest thereon. Promptly after the effectiveness of the redemption of the Rights
as provided in Section 23(a), the Company will publicly announce such redemption and, within 10
calendar days thereafter, will give notice of such redemption to the holders of the
then-outstanding Rights by mailing such notice to all such holders at their last addresses as they
appear upon the registry books of the Company; provided, however, that the failure
to give, or any defect in, any such notice will not affect the validity of the redemption of the
Rights. Any notice that is mailed in the manner herein provided will be deemed given, whether or
not the holder receives the notice. The notice of redemption mailed to the holders of Rights will
state the method by which the payment of the Redemption Price will be made. The Company may, at
its option, pay the Redemption Price in cash, Common Shares (based upon the current per share
market price of the Common Shares (determined pursuant to Section 11(d)) at the time of
redemption), or any other form of consideration deemed appropriate by the Directors of the Company
(based upon the fair market value of such other consideration, determined by the Directors of the
Company in good faith) or any combination thereof. The Company may, at its option, combine the
payment of the Redemption Price with any other payment being made concurrently to holders of Common
Shares and, to the extent that any such other payment is discretionary, may reduce the amount
thereof on account of the concurrent payment of the Redemption Price. If legal or contractual
restrictions prevent the Company from paying the Redemption Price (in the form of consideration
deemed appropriate by the Directors) at the time of redemption, the Company will pay the Redemption
Price, without interest, promptly after such time as the Company ceases to be so prevented from
paying the Redemption Price.



     24. Exchange. (a) The Directors of the Company may, at their option, at any time
after the later of the Share Acquisition Date and the Distribution Date, exchange all or part of
the then-outstanding and exercisable Rights (which will not include Rights that have become void
pursuant to the provisions of Section 11(a)(ii)) for Common Shares at an exchange ratio of one
Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the Record Date (such exchange ratio being hereinafter referred
to as the “Exchange Ratio”). Any such exchange will be effective immediately upon the action of
the Directors of the Company ordering the same, unless such action of the Directors of the Company
expressly provides that such exchange will be effective at a subsequent time or upon the occurrence
or nonoccurrence of one or more specified events (in which case such exchange will be effective in
accordance with the provisions of such action of the Directors of the Company). Notwithstanding
the foregoing, the Directors of the Company will not be empowered to effect such exchange at any
time after any Person (other than the Company or any Related Person), who or which, together with
all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the
then-outstanding Common Shares.



     (b) Immediately upon the effectiveness of the exchange of any Rights as provided in Section
24(a), and without any further action and without any notice, the right to exercise such Rights
will terminate and the only right with respect to such Rights thereafter of the holder of such
Rights will be to receive that number of Common Shares equal to the number of such Rights held by
such holder multiplied by the Exchange Ratio. Promptly after the effectiveness of



29









 







the exchange of any Rights as provided in Section 24(a), the Company will publicly announce
such exchange and, within 10 calendar days thereafter, will give notice of 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; provided, however, that the failure to give, or any defect in, such
notice will not affect the validity of such exchange. Any notice that is mailed in the manner
herein provided will be deemed given, whether or not the holder receives the notice. Each such
notice of exchange will state the method by which the exchange of the Common Shares for Rights will
be effected and, in the event of any partial exchange, the number of Rights which will be
exchanged. Any partial exchange will be effected pro rata based on the number of Rights (other
than Rights which have become void pursuant to the provisions of Section 11(a)(ii)) held by each
holder of Rights.



     (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute
for any Common Share exchangeable for a Right (i) equivalent common shares (as such term is used in
Section 11(a)(iii)), (ii) cash, (iii) debt securities of the Company, (iv) other assets, or (v) any
combination of the foregoing, in any event having an aggregate value, as determined in good faith
by the Directors of the Company (whose determination will be described in a statement filed with
the Rights Agent), equal to the current market value of one Common Share (determined pursuant to
Section 11(d)) on the Trading Day immediately preceding the date of the effectiveness of the
exchange pursuant to this Section 24.



     25. Notice of Certain Events. (a) If, after the Distribution Date, the Company
proposes (i) to effect any consolidation or merger into or with, or to effect any sale or other
transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in
one or more transactions, of assets or earning power (including, without limitation, securities
creating any obligation on the part of the Company and/or any of its Subsidiaries) representing
more than 50% of the assets and 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, (ii) to effect the liquidation, dissolution or winding up of the Company, (iii) to
declare or pay any dividend on the Common Shares payable in Common Shares, (iv) to effect a
subdivision, combination or reclassification of the Common Shares, or (v) to offer to the holders
of Common Shares rights, options, or warrants to subscribe for or purchase any additional Common
Shares or any other securities, rights or options, then, in each such case, the Company will give
to each holder of a Right Certificate, to the extent feasible and in accordance with Section 26, a
notice of such proposed action, which specifies the record date for the purposes of such event, or
the date on which such event is to take place and the date of participation therein by the holders
of the Common Shares, if any such date is to be fixed, and such notice will be so given at least 10
calendar days prior to the earlier of the date of the taking of such proposed action or the date of
participation therein by the holders of the Common Shares.



     (b) In case any Triggering Event occurs, then, in any such case, the Company will as soon as
practicable thereafter give to the Rights Agent and each holder of a Right Certificate, in
accordance with Section 26, a notice of the occurrence of such event, which specifies the event and
the consequences of the event to holders of Rights.



     (c) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution
Date, a filing by the Company with the Securities and Exchange Commission shall



30









 







constitute sufficient notice to the holders of any Rights or of any Common Shares for purposes
of this Agreement.



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


Cleveland-Cliffs Inc

1100 Superior Avenue, Suite 1500

Cleveland, Ohio 44114-2544

Attention: General Counsel




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


Computershare Trust Company, N.A.

250 Royall Street

Canton, Massachusetts 02021

Attention: Client Services




     (c) Notices or demands authorized by this Agreement to be given or made by the Company or the
Rights Agent to the holder of any Right Certificate (or, if prior the Distribution Date, to the
holder of any Common Shares) will 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 time at which the Rights cease to be
redeemable pursuant to Section 23, and subject to the penultimate sentence of this Section 27, the
Company may in its sole and absolute discretion, and the Rights Agent will if the Company so
directs, supplement or amend any provision of this Agreement in any respect without the approval of
any holders of Rights or Common Shares. From and after the time at which the Rights cease to be
redeemable pursuant to Section 23, and subject to the penultimate sentence of this Section 27, the
Company may, and the Rights Agent will if the Company so directs, supplement or amend this
Agreement without the approval of any holders of Rights or Common Shares in order (i) to cure any
ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period
hereunder, or (iv) to supplement or amend the provisions hereunder in any manner which the Company
may deem desirable; provided, however, that no such supplement or amendment shall
adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or
an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause
the Rights again to become redeemable or cause this Agreement again to become supplementable or
amendable otherwise than in accordance with the provisions of this sentence. Without limiting the
generality or effect of the foregoing, this



31









 







Agreement may be supplemented or amended to provide for such voting powers for the Rights and
such procedures for the exercise thereof, if any, as the Directors of the Company may determine to
be appropriate. Upon the delivery of a certificate from an officer of the Company which states
that the proposed supplement or amendment is in compliance with the terms of this Section 27, the
Rights Agent will execute such supplement or amendment; provided, however, that the
Rights Agent shall not be required to execute any supplement or amendment that adversely affects
its rights, duties or obligations under this Agreement. Notwithstanding anything in this Agreement
to the contrary, no supplement or amendment may be made which decreases the stated Redemption Price
to an amount less than $0.001 per Right. Notwithstanding anything in this Agreement to the
contrary, the limitations on the ability of the Directors to amend this Agreement set forth in this
Section 27 shall not affect the power or ability of the Directors to take any other action that is
consistent with their fiduciary duties under Ohio law, including, without limitation, accelerating
or extending the Expiration Date or making any other amendment to this Agreement that is permitted
by this Section 27 or adopting a new shareholder rights plan with such terms as the Directors
determine in their sole discretion to be appropriate.



     28. Successors; Certain Covenants. All the covenants and provisions of this Agreement
by or for the benefit of the Company or the Rights Agent will be binding on and inure to the
benefit of their respective successors and assigns hereunder.



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



     30. Governing Law. This Agreement, each Right and each Right Certificate issued
hereunder will be deemed to be a contract made under the internal substantive laws of the State of
Ohio and for all purposes will be governed by and construed in accordance with the internal
substantive laws of such State applicable to contracts to be made and performed entirely within
such State, except that the rights, duties and obligations of the Rights Agent shall be governed by
and construed in accordance with the internal substantive laws of the Commonwealth of Massachusetts
applicable to contracts to be made and performed entirely within such Commonwealth.



     31. Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement
will remain in full force and effect and will in no way be affected, impaired or invalidated;
provided, however, that nothing contained in this Section 31 will affect the
ability of the Company under the provisions of Section 27 to supplement or amend this Agreement to
replace such invalid, void or unenforceable term, provision, covenant or restriction with a legal,
valid and enforceable term, provision, covenant or restriction.



     32. Descriptive Headings, Etc. Descriptive headings of the several Sections of this
Agreement are inserted for convenience only and will not control or affect the meaning or



32









 







construction of any of the provisions hereof. Unless otherwise expressly provided, references
herein to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of or to this
Agreement.



     33. Determinations and Actions by the Directors. For all purposes of this Agreement,
any calculation of the number of Common Shares outstanding at any particular time, including for
purposes of determining the particular percentage of such outstanding Common Shares of which any
Person is the Beneficial Owner, will 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 Directors of the
Company will have the exclusive power and authority to administer this Agreement and to exercise
all rights and powers specifically granted to the Directors of the Company or to the Company, or as
may be necessary or advisable in the administration of this Agreement, including, without
limitation, the right and power to (i) interpret the provisions of this Agreement (including,
without limitation, Section 27, this Section 33 and other provisions hereof relating to its powers
or authority hereunder) and (ii) make all determinations deemed necessary or advisable for the
administration of this Agreement (including, without limitation, any determination contemplated by
Section 1(a) or any determination as to whether particular Rights shall have become void). All
such actions, calculations, interpretations and determinations (including, for purposes of clause
(y) below, any omission with respect to any of the foregoing) which are done or made by the
Directors of the Company in good faith will (x) be final, conclusive and binding on the Company,
the Rights Agent, the holders of the Rights and all other parties and (y) not subject the Directors
of the Company to any liability to any Person, including, without limitation, the Rights Agent and
the holders of the Rights.



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



33









 





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



	 	 	 	 	 
	 	CLEVELAND-CLIFFS INC

 	 
	 	By:  	/s/ Laurie
Brlas	 
	 	 	Name:  	Laurie
Brlas 	 
	 	 	Title:  	Executive Vice President – Chief
Financial Officer 	 
	 



	 	 	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A.

 	 
	 	By:  	/s/ Dennis
V. Moccia	 
	 	 	Name:  	Dennis
V. Moccia 	 
	 	 	Title:  	Managing Director 	 
	 



34









 





EXHIBIT A




FORM OF RIGHT CERTIFICATE




			
	Certificate No. R-                    
	 	                     Rights






NOT EXERCISABLE AFTER OCTOBER 29, 2011 OR EARLIER IF REDEEMED, EXCHANGED OR AMENDED, OR IN CERTAIN
OTHER CIRCUMSTANCES. THE RIGHTS ARE SUBJECT TO REDEMPTION, EXCHANGE AND AMENDMENT AT THE OPTION OF
THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES SPECIFIED
IN THE RIGHTS AGREEMENT, RIGHTS THAT ARE OR WERE BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN
AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT) OR A TRANSFEREE THEREOF MAY BECOME NULL AND VOID.



Right Certificate




CLEVELAND-CLIFFS 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
October 13, 2008 (the “Rights
Agreement”), between Cleveland-Cliffs Inc, an Ohio corporation (the “Company”), and Computershare
Trust Company, N.A. (the “Rights Agent”), to purchase from the Company at any time after the
Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New
York City time) on the Expiration Date (as such term is defined in the Rights Agreement) at the
principal office or offices of the Rights Agent designated for such purpose, one one-hundredth of a
fully paid nonassessable Common Share, par value $0.125 per share, of the Company (the “Common
Shares”), at a purchase price of $175.00 per one one-hundredth of a Common Share (the “Purchase
Price”), upon presentation and surrender of this Right Certificate with the Form of Election to
Purchase and related Certificate duly executed. If this Right Certificate is exercised in part,
the holder will be entitled to receive upon surrender hereof another Right Certificate or Right
Certificates for the number of whole Rights not exercised. The number of Rights evidenced by this
Right Certificate (and the number of one one-hundredths of a Common Share which may be purchased
upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and
Purchase Price as of the date of the Rights Agreement, based on the Common Shares as constituted at
such date.



     As provided in the Rights Agreement, the Purchase Price and/or the number and/or kind of
securities issuable upon the exercise of the Rights evidenced by this Right Certificate are subject
to adjustment upon the occurrence of certain events.



     This Right Certificate is subject to all of the terms, provisions and conditions of the Rights
Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and
made a part hereof and to which Rights Agreement reference is hereby made for a



A-1









 





full description of the rights, limitations of rights, obligations, duties and immunities of
the Rights Agent, the Company and the holders of the Right Certificates, which limitations of
rights include the temporary suspension of the exercisability of the Rights under the circumstances
specified in the Rights Agreement. Copies of the Rights Agreement are on file at the
above-mentioned office of the Rights Agent and can be obtained from the Company without charge upon
written request therefor. Terms used herein with initial capital letters and not defined herein
are used herein with the meanings ascribed thereto in the Rights Agreement.



     Pursuant to the Rights Agreement, from and after the occurrence of a Flip-in Event, any Rights
that are Beneficially Owned by (i) any Acquiring Person (or any Affiliate or Associate of any
Acquiring Person), (ii) a transferee of any Acquiring Person (or any such Affiliate or Associate)
who becomes a transferee after the occurrence of a Flip-in Event, or (iii) a transferee of any
Acquiring Person (or any such Affiliate or Associate) who became a transferee prior to or
concurrently with the Flip-in Event pursuant to either (a) a transfer from an Acquiring Person to
holders of its equity securities or to any Person with whom it has any continuing agreement,
arrangement or understanding regarding the transferred Rights or (b) a transfer which the Directors
of the Company have determined is part of a plan, arrangement or understanding which has the
purpose or effect of avoiding certain provisions of the Rights Agreement, and subsequent
transferees of any of such Persons, will be void without any further action and any holder of such
Rights will thereafter have no rights whatsoever with respect to such Rights under any provision of
the Rights Agreement. From and after the occurrence of a Flip-in Event, no Right Certificate will
be issued that represents Rights that are or have become void pursuant to the provisions of the
Rights Agreement, and any Right Certificate delivered to the Rights Agent that represents Rights
that are or have become void pursuant to the provisions of the Rights Agreement will be canceled.



     This Right Certificate, with or without other Right Certificates, may be transferred, split
up, combined or exchanged for another Right Certificate or Right Certificates entitling the holder
to purchase a like number of one one-hundredths of a Common Share (or other securities, as the case
may be) as the Right Certificate or Right Certificates surrendered entitled such holder (or former
holder in the case of a transfer) to purchase, upon presentation and surrender hereof at the
principal office of the Rights Agent designated for such purpose, with the Form of Assignment (if
appropriate) and the related Certificate duly executed.



     Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate
may be redeemed by the Company at its option at a redemption price of $0.001 per Right or may be
exchanged in whole or in part. The Rights Agreement may be supplemented and amended by the
Company, as provided therein.



     The Company is not required to issue fractions of Common Shares (other than fractions which
are integral multiples of one one-hundredth of a Common Share, which may, at the option of the
Company, be evidenced by depositary receipts) or other securities issuable upon the exercise of any
Right or Rights evidenced hereby. In lieu of issuing such fractional Common Shares or other
securities, the Company may make a cash payment, as provided in the Rights Agreement.



A-2









 





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



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



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



	 	 	 	 	 	 	 
	ATTEST:	 	 	 	CLEVELAND-CLIFFS INC
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 
	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:






	 	 	 	 	 
	 	Countersigned:




COMPUTERSHARE TRUST COMPANY, N.A.

 	 
	 	By:  	 	 
	 	 	Authorized Signature 	 
	 	 	 	 
	 



A-3









 





Form of Reverse Side of Right Certificate




FORM OF ASSIGNMENT




(To be executed by the registered holder if such

holder desires to transfer the Right Certificate)





     FOR VALUE RECEIVED,                                          hereby sells, assigns and transfers unto



      



(Please print name and address of transferee)




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



Dated:                     ,                 




 
Signature




Signature Guaranteed:                                                                  
               



A-4









 





CERTIFICATE




     The undersigned hereby certifies by checking the appropriate boxes that:



     (1) the Rights evidenced by this Right Certificate [     ] are [     ] are not being sold, assigned,
transferred, split up, combined or exchanged by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights
Agreement);



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



Dated:                     ,                     




 
Signature




A-5









 





FORM OF ELECTION TO PURCHASE




(To be executed if holder desires to

exercise the Right Certificate)




To Cleveland-Cliffs Inc:




     The undersigned hereby irrevocably elects to exercise                      Rights represented by this
Right Certificate to purchase the one one-hundredths of a Common Share or other securities issuable
upon the exercise of such Rights and requests that certificates for such securities be issued in
the name of and delivered to:



Please insert social security

or other identifying number:




 





 




 




(Please print name and address)




 





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



Please insert social security

or other identifying number:




 





 




 




(Please print name and address)




 





Dated:                     ,                     




 
Signature




Signature Guaranteed:                                                          
                       




A-6









 





CERTIFICATE




     The undersigned hereby certifies by checking the appropriate boxes that:



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



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



Dated: __________, ____




 
Signature




NOTICE




     Signatures on the foregoing Form of Assignment and Form of Election to Purchase and in the
related Certificates must correspond to the name as written upon the face of this Right Certificate
in every particular, without alteration or enlargement or any change whatsoever.



     Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers,
savings and loan associations and credit unions with membership in an approved medallion signature
program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended.




A-7









 








EXHIBIT B




SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES




     On October 8, 2008, the Directors of Cleveland-Cliffs Inc adopted a rights plan and declared a
dividend of one common share purchase right for each outstanding common share. The dividend is
payable on October 29, 2008 to our shareholders of record on that date. The terms of the rights
and the rights plan are set forth in a Rights Agreement, dated as of
October 13, 2008, by and
between Cleveland-Cliffs Inc and Computershare Trust Company, N.A., as rights agent.



     Our Directors adopted the rights plan to protect our shareholders from coercive takeover
practices or takeover bids that are inconsistent with their best interests. In general terms, the
rights plan imposes a significant penalty upon any person or group that acquires 10% or more of our
outstanding common shares (or, in the case of a person or group that beneficially owns 10% or more
of the outstanding common shares on the date the plan is adopted, any additional common shares)
without the prior approval of our Directors. A person or group that acquires a percentage of our
common shares in excess of the relevant threshold is called an “acquiring person.” Any rights held
by an acquiring person are void and may not be exercised.



     The term “beneficial ownership” is defined in the Rights Agreement and includes, among other
things, certain derivative or synthetic arrangements having characteristics of a long position in
common shares.



     This summary of rights provides a general description of the rights plan. Because it is only
a summary, this description should be read together with the entire rights plan, which we
incorporate in this summary by reference. We have filed the rights plan with the Securities and
Exchange Commission as an exhibit to our registration statement on Form 8-A. Upon written request,
we will provide a copy of the rights plan free of charge to any shareholder.



The Rights. Our Directors authorized the issuance of one right per each outstanding common share
to be paid on October 29, 2008. If the rights become exercisable, each right would allow its
holder to purchase from us one one-hundredth of a common share for a purchase price of $175.00.
Prior to exercise, however, a right does not give its holder any dividend, voting or liquidation
rights.



Exercisability. The rights will not be exercisable until the earlier of:




	•	 	10 days after a public announcement by Cleveland-Cliffs Inc that a person or group has
become an acquiring person; and






	•	 	10 business days (or a later date determined by our Directors) after a person or group
begins a tender or exchange offer that, if completed, would result in that person or group
becoming an acquiring person.





We refer to the date that the rights become exercisable as the “distribution date.” Until the
distribution date, our common share certificates will also evidence the rights and will contain a
notation to that effect. Any transfer of common shares prior to the distribution date will


 









 






constitute a transfer of the associated rights. After the distribution date, the rights will
separate from the common shares and be evidenced by right certificates, which we will mail to all
holders of rights that have not become void.



     Flip-in Event. After the distribution date, if a person or group already is or becomes an
acquiring person, all holders of rights, except the acquiring person, may exercise their rights
upon payment of the purchase price to purchase a number of our common shares (or other securities
or assets as determined by our Directors) having a market value of two times the purchase price.



     Flip-over Event. After the distribution date, if a flip-in event has already occurred and
Cleveland-Cliffs is acquired in a merger or similar transaction, all holders of rights except the
acquiring person may exercise their rights upon payment of the purchase price, to purchase shares
of the acquiring corporation with a market value of two times the purchase price of the rights.



Expiration. Unless earlier amended, redeemed or exchanged, the rights will expire on the third
anniversary of the record date for the distribution of the rights.



Redemption. Our Directors may redeem all (but not less than all) of the rights for a redemption
price of $0.001 per right at any time before the later of the distribution date and the date of the
first public announcement or disclosure by Cleveland-Cliffs that a person or group has become an
acquiring person. Once the rights are redeemed, the right to exercise rights will terminate, and
the only right of the holders of rights will be to receive the redemption price. The redemption
price will be adjusted if we declare a stock split or issue a stock dividend on our common shares.



Exchange. After the later of the distribution date and the date of the first public announcement
by Cleveland-Cliffs that a person or group has become an acquiring person, but before an acquiring
person owns 50% or more of our outstanding common shares, our Directors may exchange each right
(other than rights that have become void) for one common share or an equivalent security.



Anti-Dilution Provisions. Our Directors may adjust the purchase price of the common shares, the
number of common shares issuable and the number of outstanding rights to prevent dilution that may
occur as a result of certain events, including among others, a stock dividend, a stock split or a
reclassification of our common shares. No adjustments to the purchase price of less than 1% will
be made.



Amendments. Before the time rights cease to be redeemable, our Directors may amend or supplement
the rights plan without the consent of the holders of the rights, except that no amendment may
decrease the redemption price below $0.001 per right. At any time thereafter, our Directors may
amend or supplement the rights plan only to cure an ambiguity, to alter time period provisions, to
correct inconsistent provisions or to make any additional changes to the rights plan, but only to
the extent that those changes do not impair or adversely affect any rights holder and do not result
in the rights again becoming redeemable. The limitations on our Directors’ ability to amend the
rights plan does not affect our Directors’ power or ability to take



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any other action that is consistent with their fiduciary duties, including, without limitation,
accelerating or extending the expiration date of the rights, making any amendment to the rights
plan that is permitted by the rights plan or adopting a new rights plan with such terms as our
Directors determine in their sole discretion to be appropriate.



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