Exhibit
4.2


     

     

    RIGHTS
AGREEMENT

    


    


    dated as
of

    


    October
10, 2008

    


    


    between

    


    


    MSC.SOFTWARE
CORPORATION

    


    


    and

    


    


    MELLON
INVESTOR SERVICES LLC,

    


    


    as Rights
Agent

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

     

     

    
      
        	 	 	 	
                Page

              
	 	 	 	 
	
                Section
      1.

              	 	
                Definitions

              	
                1

              
	
                Section
      2.

              	 	
                Other
      Definitional and Interpretative
      Provisions

              	
                6

              
	
                Section
      3.

              	 	
                Issuance
      of Rights and Right Certificates

              	
                6

              
	
                Section
      4.

              	 	
                Form
      of Right Certificates

              	
                8

              
	
                Section
      5.

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

              	
                9

              
	
                Section
      6.

              	 	
                Exercise
      of Rights

              	
                10

              
	
                Section
      7.

              	 	
                Cancellation
      and Destruction of Right Certificates

              	
                12

              
	
                Section
      8.

              	 	
                Reservation
      and Availability of Capital Stock

              	
                12

              
	
                Section
      9.

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

              	
                14

              
	
                Section
      10.

              	 	
                Certificate
      of Adjusted Purchase Price or Number of Shares

              	
                22

              
	
                Section
      11.

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

              	
                22

              
	
                Section
      12.

              	 	
                Fractional
      Rights and Fractional Shares

              	
                24

              
	
                Section
      13.

              	 	
                Rights
      of Action

              	
                26

              
	
                Section
      14.

              	 	
                Agreement
      of Right Holders

              	
                26

              
	
                Section
      15.

              	 	
                Right
      Certificate Holder Not Deemed a Stockholder

              	
                27

              
	
                Section
      16.

              	 	
                Appointment
      of Rights Agent

              	
                27

              
	
                Section
      17.

              	 	
                Merger
      or Consolidation or Change of Name of Rights Agent

              	
                28

              
	
                Section
      18.

              	 	
                Duties
      of the Rights Agent

              	
                28

              
	
                Section
      19.

              	 	
                Change
      of Rights Agent

              	
                31

              
	
                Section
      20.

              	 	
                Redemption

              	
                32

              
	
                Section
      21.

              	 	
                Exchange

              	
                33

              
	
                Section
      22.

              	 	
                Notice
      of Proposed Actions

              	
                34

              
	
                Section
      23.

              	 	
                Notices

              	
                35

              
	
                Section
      24.

              	 	
                Supplements
      and Amendments

              	
                36

              
	
                Section
      25.

              	 	
                Successors

              	
                36

              
	
                Section
      26.

              	 	
                Determinations
      and Actions by the Board, etc.

              	
                36

              
	
                Section
      27.

              	 	
                Benefits
      of This Agreement

              	
                37

              
	
                Section
      28.

              	 	
                Severability

              	
                37

              
	
                Section
      29.

              	 	
                Governing
      Law

              	
                37

              
	
                Section
      30.

              	 	
                Counterparts

              	
                37

              


      

    

     

    Exhibit
A  B  Certificate
of Designation of Preferred Stock

    Exhibit
B  B  Summary
Description of the Stockholder Rights Plan

    Exhibit
C  B  Form
of Right Certificate

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      RIGHTS
AGREEMENT

       

      AGREEMENT
dated as of October 10, 2008, between MSC.Software Corporation, a Delaware
corporation (the “Company”), and Mellon Investor
Services LLC, a New Jersey limited liability company, as Rights Agent (the
“Rights
Agent”).

       

      W
I T N E S S E T H

       

      WHEREAS,
on October 6, 2008, the Board of Directors of the Company authorized and
declared a dividend of one preferred stock purchase right (a “Right”) for each share of
Common Stock (as defined below) outstanding at the Close of Business (as defined
below) on October 16, 2008 (the “Record Date”) and authorized
the issuance, upon the terms and subject to the conditions herein, of one Right
(subject to adjustment) in respect of each share of Common Stock issued between
the Record Date and the earlier of the Distribution Date and the Expiration Date
(each as defined below), each Right representing the right to purchase, upon the
terms and subject to the conditions herein, one one-hundredth (subject to
adjustment) of a share of Preferred Stock (as defined below);

       

      NOW,
THEREFORE, the parties hereto agree as follows:

       

      Section 1.  Definitions.  (a)  The
following terms, as used herein, have the following meanings:

       

      “Acquiring Person” means any
Person who, together with all Affiliates and Associates of such Person, is the
Beneficial Owner of the Specified Percentage of shares of outstanding Common
Stock; provided that
“Acquiring Person” shall not include:

       

      (i)      
   an Exempt Person;

       

      (ii)         any
Person that the Board determines in good faith became the Beneficial Owner of
the Specified Percentage of shares of outstanding Common Stock inadvertently
(including, without limitation, because such Person was unaware that it
Beneficially Owned the Specified Percentage of shares of outstanding Common
Stock, or such Person was aware of the extent of its Beneficial Ownership of
Common Stock but had no actual knowledge of the consequences of such Beneficial
Ownership under this Agreement) and without any intention of changing or
influencing control of the Company, unless such Person fails to divest itself,
as soon as practicable (as determined in good faith by the Board), of Beneficial
Ownership of a sufficient number of shares of Common Stock so that such Person
would own less than the Specified Percentage of shares of outstanding Common
Stock;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (iii)        any
Person that, as the result of an acquisition of shares of Common Stock by the
Company that, by reducing the number of shares of Common Stock outstanding,
increases the proportionate number of shares of Common Stock Beneficially Owned
by such Person to the Specified Percentage of shares of Common Stock then
outstanding; provided,
however, that if such
Person shall thereafter become the Beneficial Owner of any additional shares of
Common Stock (other than pursuant to a dividend or distribution paid or made by
the Company or pursuant to a split or subdivision of the outstanding Common
Stock), then such Person shall be deemed to be an “Acquiring Person” unless upon
becoming the Beneficial Owner of such additional shares of Common Stock such
Person does not Beneficially Own the Specified Percentage of the shares of
Common Stock then outstanding.

       

      “Affiliate” has the meaning
ascribed to such term in Rule 12b-2 under the Exchange Act as in effect on the
date hereof.

       

      “Associate” has the meaning
ascribed to such term in Rule 12b-2 of the Exchange Act as in effect on the date
hereof.

       

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

       

      (i)         
which such Person or any of its Affiliates or Associates, directly or
indirectly, beneficially owns (as determined pursuant to Rule 13d-3 under the
Exchange Act as in effect on the date hereof) (other than securities acquired
pursuant to customary agreements with and between underwriters, initial
purchasers or selling group members with respect to a bona fide public offering
of such securities, or a private placement of securities pursuant to an
exemption under the Securities Act, by the Company);

       

      (ii)         which
such Person or any of its Affiliates or Associates, directly or indirectly,
has

       

      (A)         the
right to acquire (whether such right is exercisable immediately or only upon the
occurrence of certain events or the passage of time or both) pursuant to any
agreement, arrangement or understanding (other than customary agreements with
and between underwriters, initial purchasers or selling group members with
respect to a bona fide public offering of such securities, or a private
placement of securities pursuant to an exemption under the Securities Act, by
the Company) or upon the exercise of conversion rights, exchange rights, rights
(other than the Rights), warrants or options or otherwise; provided that a 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Person
shall not be deemed the “Beneficial Owner” of or to “Beneficially Own”, (1)
securities tendered pursuant to a tender or exchange offer made pursuant to and
in accordance with, the applicable rules and regulations promulgated under the
Exchange Act 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, (2) securities that such Person has a right to acquire upon the
exercise of Rights at any time prior to the time that any Person becomes an
Acquiring Person or (3) securities issuable upon the exercise of Rights from and
after the time that any Person becomes an Acquiring Person if such Rights were
acquired by such Person or any of such Person’s Affiliates or Associates prior
to the Distribution Date or pursuant to Sections 3(c), 4(c), 9(i) or 9(p);
or

       

      (B)         the
right to vote (whether such right is exercisable immediately or only upon the
occurrence of certain events or the passage of time or both) pursuant to any
agreement, arrangement or understanding (whether or not in writing); provided that a Person shall
not be deemed the “Beneficial Owner” of or to “Beneficially Own” any security
under this clause (B) as a result of an agreement, arrangement or other
understanding to vote such security if such agreement, arrangement or
understanding (1) arises solely from a revocable proxy or consent given in
response to a public proxy or consent solicitation made pursuant to, and in
accordance with, the applicable rules and regulations under the Exchange Act and
(2) is not also then reportable by such Person on Schedule 13D under the
Exchange Act (or any comparable or successor report); or

       

      (iii)        which
are beneficially owned, directly or indirectly, by any other Person (or any
Affiliate or Associate thereof) and with respect to which the Person or any of
its Affiliates or Associates has any agreement, arrangement or other
understanding (other than customary agreements with and between underwriters,
initial purchasers or selling group members with respect to a bona fide public
offering of such securities, or a private placement of securities pursuant to an
exemption under the Securities Act, by the Company) for the purpose of
acquiring, holding, voting (except pursuant to a revocable proxy or consent as
described in clause (ii)(B) immediately above) or disposing of any such
securities;

       

      provided, however, that no Person who
is an officer, director or employee of an Exempt Person shall be deemed, solely
by reason of such position, to be the “Beneficial Owner” of, to have “Beneficial
Ownership” of or to “Beneficially Own” any securities that are “Beneficially
Owned”, including, without limitation, 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      in a
fiduciary capacity, by an Exempt Person or by any other such officer, director
or employee of an Exempt Person.

       

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

       

      “Board” means the Board of
Directors of the Company.

       

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

       

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

       

      “Common Stock” means the Common
Stock, par value $0.01 per share, of the Company, except that, when used with
reference to any Person other than the Company, “Common Stock” means the equity
securities or other equity interest having power to control or direct the
management of such Person.

       

      “Distribution Date” means the
earlier of (i) the Close of Business on the tenth Business Day after the Stock
Acquisition Date and (ii) the Close of Business on the tenth Business Day (or
such later day as may be designated prior to the occurrence of a Section
9(a)(ii) Event by the Board) after the date of the commencement of, or of the
first public announcement of the intention of any Person to commence, a tender
or exchange offer by any Person if, upon consummation thereof, such Person would
be an Acquiring Person; provided, however, that if either of
such dates occurs after the date of this Agreement and on or prior to the Record
Date, then the Distribution Date shall be the Record Date.

       

      “Exempt Person” means the
Company or any Subsidiary of the Company, any employee benefit plan of the
Company or of any Subsidiary of the Company or any entity or trustee holding
Common Stock for or pursuant to the terms of any such plan or for the purpose of
funding any such plan or other benefits for employees of the Company or of any
Subsidiary of the Company.

       

      “Exchange Act” means the
Securities Exchange Act of 1934, as amended, unless otherwise expressly
specified.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “Expiration Date” means the
earlier of (i) the Final Expiration Date and (ii) the time at which all Rights
are redeemed as provided in Section 20 or exchanged as provided in Section
21.

       

      “Final Expiration Date” means
the Close of Business on October 16, 2018.

       

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

       

      “Preferred Stock” means the
Junior Participating Preferred Stock, par value $0.01 per share, of the Company,
having the terms set forth in the certificate of designation attached hereto as
Exhibit A, as the terms may be amended from time to time.

       

      “Purchase Price” means the
price (subject to adjustment as provided herein) at which a holder of a Right
may purchase one one-hundredth of a share of Preferred Stock (subject to
adjustment as provided herein) upon exercise of a Right, which price shall
initially be $55.00.

       

      “Securities Act” means the
Securities Act of 1933, as amended, unless otherwise expressly
specified.

       

      “Specified Percentage” means
20% or more.

       

      “Stock Acquisition Date” means
the earlier of the date of (i) the first public announcement (including the
filing of a report on Schedule 13D under the Exchange Act (or any comparable or
successor report)) by the Company or an Acquiring Person indicating that an
Acquiring Person has become such or (ii) the public disclosure of facts by the
Company or an Acquiring Person indicating that an Acquiring Person has become
such.

       

      “Subsidiary” of any Person
means any other Person of which securities or other ownership interests having
ordinary voting power, in the absence of contingencies, to elect a majority of
the board of directors or other Persons performing similar functions are at the
time directly or indirectly owned by such first Person.

       

      “Trading Day” means a day on
which the principal national securities exchange or over-the-counter market on
which the shares of Common Stock are listed or admitted to trading is open for
the transaction of business or, if the shares of Common Stock are not listed or
admitted to trading on any national securities exchange or over-the-counter
market, a Business Day.

       

      (b)        Each
of the following terms is defined in the Section set forth opposite such
term:

      
         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        
          	
                  Term

                	
                  Section

                
	
                  Adjustment
      Shares

                	
                  9

                
	
                  Company

                	
                  Preamble

                
	
                  equivalent
      preferred stock

                	
                  9

                
	
                  Exchange
      Ratio

                	
                  21

                
	
                  Principal
      Party

                	
                  11

                
	
                  Record
      Date

                	
                  Recitals

                
	
                  Redemption
      Price

                	
                  20

                
	
                  Right

                	
                  Recitals

                
	
                  Rights
      Agent

                	
                  Preamble

                
	
                  Right
      Certificate

                	
                  4

                
	
                  Section
      9(a)(ii) Event

                	
                  9(a)(ii)

                
	
                  Section
      11 Event

                	
                  11

                
	
                  Substitution
      Period

                	
                  9

                


        

         

      

      


      Section 2.  Other Definitional and
Interpretative Provisions.  The words “hereof”, “herein” and
“hereunder” and words of like import used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this
Agreement.  The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.  References to Articles, Sections, Exhibits and Schedules are
to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise
specified.  All Exhibits and Schedules annexed hereto or referred to
herein are hereby incorporated in and made a part of this Agreement as if set
forth in full herein.  Any capitalized terms used in any Exhibit or
Schedule but not otherwise defined therein, shall have the meaning as defined in
this Agreement.  Any singular term in this Agreement shall be deemed
to include the plural, and any plural term the singular.  Whenever the
words “include”, “includes” or “including” are used in this Agreement, they
shall be deemed to be followed by the words “without limitation”, whether or not
they are in fact followed by those words or words of like
import.  “Writing”, “written” and comparable terms refer to printing,
typing and other means of reproducing words (including electronic media) in a
visible form.  References to any agreement or contract are to that
agreement or contract as amended, modified or supplemented from time to time in
accordance with the terms hereof and thereof; provided that with respect
to any agreement or contract listed on any schedules hereto, all such
amendments, modifications or supplements must also be listed in the appropriate
schedule.  References to any Person include the successors and
permitted assigns of that Person.  References from or through any date
mean, unless otherwise specified, from and including or through and including,
respectively.

       

      Section 3.  Issuance of Rights and
Right Certificates.  (a) As soon as practicable after the
Record Date, the Company will send a summary of the Rights substantially in the
form of Exhibit B hereto, by first-class mail, postage prepaid, to each record
holder of the Common Stock as of the Close of Business on the Record
Date.  Certificates for the Common Stock issued after the Record


       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      Date but
prior to the earlier of the Distribution Date and the Expiration Date shall have
printed or written on or otherwise affixed to them a legend in substantially the
following form:

       

      This
certificate also evidences and entitles the holder hereof to certain Rights as
set forth in a Rights Agreement between MSC.Software Corporation (the “Company”) and Mellon Investor
Services LLC, as Rights Agent, dated as of October 10, 2008, and as amended from
time to time (the “Rights
Agreement”), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal executive offices of
the Company.  The Company will mail to the holder of this certificate
a copy of the Rights Agreement without charge promptly after receipt of a
written request therefor.  Under certain circumstances, as set forth
in the Rights Agreement, such Rights may be evidenced by separate certificates
instead of by this certificate and may be redeemed or exchanged or may
expire.  As set forth
in the Rights Agreement, Rights issued or transferred to, or held by, any Person
who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof
(as such terms are defined in the Rights Agreement), whether currently held by
or on behalf of such Person or by any subsequent holder, may be null and
void.

       

      (b)        Prior
to the Distribution Date, (i) the Rights will be evidenced by the certificates
for the Common Stock and not by separate Right Certificates (as hereinafter
defined) and the registered holders of the Common Stock shall be deemed to be
the registered holders of the associated Rights, and (ii) the Rights will be
transferable only in connection with the transfer of the underlying shares of
Common Stock.

       

      (c)        From
and after the Distribution Date, the Rights will be evidenced solely by separate
Right Certificates and will be transferable only in connection with the transfer
of the Right Certificates pursuant to Section 5.  The Company shall
promptly notify the Rights Agent in writing upon the occurrence of the
Distribution Date and, if such notification is given orally, the Company shall
confirm same in writing on or prior to the Business Day next
following.  Until such notice is received by the Rights Agent, the
Rights Agent may presume conclusively for all purposes that the Distribution
Date has not occurred.  As soon as practicable after the Company has
notified the Rights Agent of the occurrence of the Distribution Date, the
Company will prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent (and the Rights Agent will, if requested
and provided with all necessary information, send) by first-class, insured,
postage prepaid mail, to each record holder of the Common Stock as of the
Distribution Date (other than any Acquiring Person or any Affiliate or Associate
thereof), at the address of such holder shown on the records of the Company or
the transfer agent or registrar for the Common Shares, one or more Right
Certificates evidencing one Right (subject to adjustment as provided


       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      herein)
for each share of Common Stock so held.  If an adjustment in the
number of Rights per share of Common Stock has been made pursuant to Section 9,
the Company shall, at the time of distribution of the Right Certificates, make
the necessary and appropriate rounding adjustments in accordance with Section
12(a) so that Right Certificates representing only whole numbers of Rights are
distributed and cash is paid in lieu of any fractional Rights.

       

      (d)        Rights
shall be issued in respect of all shares of Common Stock outstanding as of the
Record Date or issued (on original issuance or out of treasury) after the Record
Date but prior to the earlier of the Distribution Date and the Expiration
Date.  In addition, in connection with the issuance or sale of shares
of Common Stock following the Distribution Date and prior to the Expiration
Date, the Company (i) shall, with respect to shares of Common Stock so issued or
sold (A) pursuant to the exercise of stock options or under any employee plan or
arrangement or (B) upon the exercise, conversion or exchange of other securities
issued by the Company prior to the Distribution Date, and (ii) may, in any other
case, if deemed appropriate by the Board, issue Right Certificates representing
the appropriate number of Rights in connection with such issuance or sale; provided that no such Right
Certificate shall be issued if, and to the extent that, (i) the Company is
advised by counsel that such issuance would create a significant risk of
material adverse tax consequences to the Company or the Person to whom such
Right Certificate would be issued or (ii) appropriate adjustment shall
otherwise be made in lieu of the issuance thereof.

       

      Section 4.  Form of Right
Certificates.  (a)  The certificates evidencing the
Rights (and the forms of assignment, election to purchase and certificates to be
printed on the reverse thereof) (the “Right Certificates”) shall be
substantially in the form of Exhibit C hereto and may have such marks of
identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate (but which do not affect the
rights, duties or responsibilities of the Rights Agent) and as are not
inconsistent with the provisions of this 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 Right
Certificates, whenever distributed, shall be dated as of the Record
Date.

       

      (b)        The
Right Certificates shall be executed on behalf of the Company by its Chairman of
the Board, its President, any Vice President, its Chief Financial Officer or its
Assistant Financial Officer, either manually or by facsimile signature, and
shall have affixed thereto the Company’s seal or a facsimile thereof which shall
be attested by the Secretary or an Assistant Secretary of the Company, either
manually or by facsimile signature.  The Right Certificates shall be
either manually or by facsimile signature countersigned by the Rights Agent and
shall not be valid for any purpose unless so countersigned.  In case
any officer of the Company whose manual or facsimile signature is affixed to any
of the Right 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      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 may,
nevertheless, be countersigned by the Rights Agent and issued and delivered by
the Company with the same force and effect as though the Person who signed such
Right Certificates had not ceased to be such officer of the
Company.  Any Right Certificate may be signed on behalf of the Company
by any Person who, at the actual date of the execution of such Right
Certificate, shall be a proper officer of the Company to sign such Right
Certificate, although at the date of the execution of this Rights Agreement any
such Person was not such an officer.

       

      (c)        Notwithstanding
any of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such form as may be approved by its Board to reflect any adjustment or change in
the Purchase Price and the number or kind or class of shares of stock issuable
upon exercise of the Rights made in accordance with the provisions of this
Agreement.

       

      Section 5.  Registration; Transfer,
Split-Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed,
Lost or Stolen Right Certificates.  (a) Following the
Distribution Date, receipt by the Rights Agent of such notice to that effect and
all other relevant information referred to in Section 3, the Rights Agent will
keep or cause to be kept, at its office designated for such purpose, books for
registration and transfer of the Right Certificates issued
hereunder.  Such books shall show the names and addresses of the
respective holders of the Right Certificates, the number of Rights evidenced on
its face by each of the Right Certificates and the date of each of the Right
Certificates.

       

      (b)        At
any time after the Distribution Date, and prior to the Expiration Date, any
Right Certificate or Right Certificates may, upon the terms and subject to the
conditions set forth in this Agreement, be transferred, split up, combined or
exchanged for another Right Certificate or Right Certificates evidencing a like
number of Rights as the Right Certificate or Right Certificates
surrendered.  Any registered holder desiring so to transfer, split up,
combine or exchange any Right Certificate or Right Certificates shall make such
requests in writing delivered to the Rights Agent, and shall surrender such
Right Certificate or Right Certificates to be transferred, split up, combined or
exchanged (with, in the case of a transfer, the form of assignment and
certificate on the reverse side thereof duly executed) at the office of the
Rights Agent designated for such purpose.  The Rights Certificates are
transferable only on the registry books of the Rights Agent.  Neither
the Rights Agent nor the Company shall be obligated to take any action
whatsoever with respect to the transfer of any such surrendered Right
Certificate or Certificates until the registered holder of the Rights has
complied with the requirements of Section 6(f).  Upon satisfaction of
the foregoing requirements, the Rights Agent shall, subject to Sections 6(e),
6(f), 8(e), 12 and 21, countersign and deliver to the Person entitled thereto a
Right Certificate or Right Certificates, as 

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      the case
may be, as so requested, registered in such name or names as may be designated
by the surrendering registered holder.  The Company may require
payment of a sum sufficient to cover any tax or other charge that may be imposed
in connection with any transfer or exchange of any Right Certificate or Right
Certificates.  The Rights Agent shall promptly forward any such sum
collected by it to the Company or to such Persons as the Company shall specify
by written notice.  The Rights Agent shall have no duty or obligation
under any Section of this Agreement which requires the payment of taxes or
charges unless and until it is satisfied that all such taxes and/or charges have
been paid.

       

      (c)        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
satisfactory to them, and, at the Company’s request, reimbursement to the
Company and the Rights Agent of all reasonable expenses incidental thereto, and
upon surrender to the Rights Agent and cancellation of the Right Certificate if
mutilated, the Company will make and deliver a new Right Certificate of like
tenor to the Rights Agent for countersignature and delivery to the registered
holder in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.

       

      Section 6.  Exercise of
Rights.  (a) The registered holder of any Right Certificate may
exercise the Rights evidenced thereby (except as otherwise provided herein,
including Sections 6(e), 6(f), 8(c) and 9(a)) 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 and the certificate
on the reverse side thereof properly completed and duly executed, to the Rights
Agent at the office of the Rights Agent designated for such purpose, together
with payment (in lawful money of the United States of America by certified
check, cashier’s check bank draft or money order payable in immediately
available or next day funds to the order of the Company) of the aggregate
Purchase Price with respect to the Rights then to be exercised and an amount
equal to any tax or charge required to be paid under Section 8(e)
hereof.  Except for those provisions herein which expressly survive
the termination of this Agreement, this Agreement shall terminate at the earlier
of (a) if after the Distribution Date, the time the Rights are no longer
exercisable hereunder, and (b) the Expiration Date.

       

      (b)        Upon
satisfaction of the requirements of Section 6(a) and subject to Section 18(k),
the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer
agent of the Preferred Stock (or make available, if the Rights Agent is the
transfer agent therefor) certificates for the total number of one one-hundredths
of a share of Preferred Stock to be purchased (and the Company hereby
irrevocably authorizes each such transfer agent to comply with all such
requests) or (B) if the Company shall have elected to deposit the shares of
Preferred Stock issuable upon exercise of the Rights with a depositary agent,
requisition from the depositary agent depositary receipts representing interests
in such number of one 

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      one-hundredths
of a share of Preferred Stock to be purchased (in which case certificates for
the shares of Preferred Stock represented by such receipts shall be deposited by
the transfer agent with the depositary agent and the Company hereby directs each
such the depositary agent to comply with such request), (ii) when necessary
to comply with this Rights Agreement, requisition from the Company the amount of
cash to be paid in lieu of issuance of fractional shares in accordance with
Section 12 hereof, (iii) after receipt of such certificates or depositary
receipts cause the same to be delivered to or upon the order of the registered
holder of such Right Certificate registered in such name or names as may be
designated by such holder and (iv) when necessary to comply with this Rights
Agreement, after receipt, deliver such cash to or upon the order of the
registered holder of such Right Certificate.  If the Company is
obligated to deliver Common Stock or other securities or assets pursuant to this
Agreement, the Company will make all arrangements necessary so that such
securities and assets are available for delivery by the Rights Agent, if and
when appropriate.

       

      (c)        Each
Person (other than the Company) in whose name any certificate for Preferred
Stock is issued upon the exercise of Rights shall for all purposes be deemed to
have become the holder of record of such Preferred Stock represented thereby on,
and such certificate shall be dated, the date upon which the Right Certificate
evidencing such Rights was duly surrendered and payment of the Purchase Price
(and any taxes or other charges) was made.  Prior to the exercise of
the Rights evidenced thereby, the holder of a Right Certificate shall not be
entitled to any rights of a stockholder of the Company with respect to shares
for which the Rights shall be exercisable, including the right to vote, to
receive dividends or other distributions or to exercise any preemptive rights,
and shall not be entitled to receive any notice of any proceedings of the
Company except as provided herein.

       

      (d)        In
case the registered holder of any Right Certificate shall exercise less than all
the Rights evidenced thereby, a new Right Certificate evidencing the number of
Rights remaining unexercised shall be issued by the Rights Agent and 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 or to his
duly authorized assigns, subject to the provisions of Section 12
hereof.

       

      (e)        Notwithstanding
anything in this Agreement to the contrary, from and after the first occurrence
of a Section 9(a)(ii) Event, any Rights Beneficially Owned by (i) an Acquiring
Person or an Associate or Affiliate of an Acquiring Person or (ii) a transferee
of an Acquiring Person (or of any such Associate or Affiliate of an Acquiring
Person) who (A) becomes a transferee after a Section 9(a)(ii) Event, (B) becomes
a transferee prior to or concurrently with a Section 9(a)(ii) Event and receives
such Rights pursuant to either (1) a transfer (whether or not for consideration)
from the Acquiring Person (or any such Associate or Affiliate) to holders of
equity interests in such Acquiring Person (or in any such Associate or
Affiliate) or to any Person with whom the Acquiring Person (or any 

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      such
Associate or Affiliate) has any continuing agreement, arrangement or
understanding regarding the transferred Rights or (2) a transfer which the Board
determines in good faith is part of a plan, arrangement or understanding which
has as a primary purpose or effect the avoidance of this Section 6(e), shall
become null and void without any further action, and no holder of such Rights
shall have any rights whatsoever with respect to such Rights, whether under this
Agreement or otherwise.  The Company shall promptly notify the Rights
Agent in writing when this Section 6(e) applies, and shall use all reasonable
efforts to insure that the provisions of this Section 6(e) are complied with,
but neither the Company nor the Rights Agent shall have any 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
and Associates or any transferee of any of them hereunder.

       

      (f)        Notwithstanding
anything in this Agreement to the contrary, neither the Rights Agent nor the
Company shall be obligated to undertake any action with respect to any purported
transfer pursuant to Section 5 or exercise pursuant to this Section 6 unless the
registered holder of the applicable Rights (i) shall have properly completed and
duly executed the certificate contained in the form of assignment or election to
purchase, as the case may be, set forth on the reverse side of the Right
Certificate surrendered for such transfer or exercise, as the case may be, (ii)
shall not have indicated an affirmative response to clause 1 or 2 thereof, (iii)
shall have provided such additional evidence of the identity of the Beneficial
Owner (or former Beneficial Owner) thereof and of the Rights evidenced thereby
and the Affiliates and Associates of such Beneficial Owner (or former Beneficial
Owner) as the Company or the Rights Agent shall reasonably request, and (iv)
shall have paid a sum sufficient to cover any tax or charge that may be imposed
in connection with any transfer, split up, combination or exchange of Rights
Certificates as required by Section 8(e) hereof.

       

      Section 7.  Cancellation and
Destruction of Right Certificates.  All Right Certificates
surrendered for the purpose of exercise, transfer, split up, combination or
exchange shall, if surrendered to the Company or to any of its agents, be
delivered to the Rights Agent for cancellation or in canceled form, or, if
surrendered to the Rights Agent, shall be canceled by it, and no Right
Certificates shall be issued in lieu thereof except as expressly permitted by
this Agreement.  The Company shall deliver to the Rights Agent for
cancellation and retirement, and the Rights Agent shall so cancel and retire,
any other Right Certificate purchased or acquired by the Company otherwise than
upon the exercise thereof.  The Rights Agent shall deliver all
canceled Right Certificates to the Company, or shall, at the written request of
the Company, destroy such canceled Right Certificates, and in such case shall
deliver a certificate of destruction thereof to the Company.

       

      Section 8.  Reservation and
Availability of Capital Stock.  (a) The Company covenants and
agrees that it will cause to be reserved and kept available 

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      a number
of authorized but not outstanding shares of Preferred Stock sufficient to permit
the exercise in full of all outstanding Rights as provided in this
Agreement.

       

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

       

      (c)        The
Company shall (i) file, as soon as practicable following the earliest date after
the occurrence of a Section 9(a)(ii) Event and determination of the
consideration to be delivered by the Company upon exercise of the Rights in
accordance with Section 9(a)(iii), or as soon as is required by law following
the Distribution Date, as the case may be, a registration statement under the
Securities Act with respect to the securities issuable upon exercise of the
Rights, (ii) to cause such registration statement to become effective as soon as
practicable after such filing and (iii) cause such registration statement to
remain effective (with a prospectus at all times meeting the requirements of the
Securities Act) until the earlier of (A) the date as of which the Rights are no
longer exercisable for such securities and (B) the Expiration
Date.  The Company shall also take such action as may be appropriate
to ensure compliance with the securities or blue sky laws of the various states
in connection with the exercisability of the Rights.  The Company may
temporarily suspend, for a period of time not to exceed 90 days after the date
set forth in Section 8(c)(i), the exercisability of the Rights in order to
prepare and file such registration statement and permit it to become
effective.  Upon any such suspension, the Company shall issue a public
announcement stating that the exercisability of the Rights has been temporarily
suspended, as well as a public announcement when the suspension is no longer in
effect.  The Company shall notify the Rights Agent whenever it makes a
public announcement pursuant to this Section 8(c) and give the Rights Agent a
copy of such announcement.  Notwithstanding anything contained in this
Agreement to the contrary, the Rights shall not be exercisable for securities in
any jurisdiction if the requisite qualification in such jurisdiction has not
been obtained, such exercise is not permitted under applicable law or a
registration statement in respect of such securities has not been declared
effective.

       

      (d)        The
Company shall take all such action as may be necessary to insure that all one
one-hundredths of a share of Preferred Stock issuable upon exercise of Rights
shall, at the time of delivery of the certificates for such securities (subject
to payment of the Purchase Price and compliance with all other applicable
provisions of this Agreement), be duly authorized, validly issued, fully paid
and nonassessable.

       

      (e)        The
Company shall pay when due and payable any and all taxes and charges which may
be payable in respect of the issuance or delivery of the Right Certificates and
of any certificates for Preferred Stock upon the exercise of 

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      Rights.  The
Company shall not, however, be required to pay any tax or other charge which may
be payable in respect of any transfer involved in the issuance or delivery of
any Right Certificates or any certificates for Preferred Stock to a Person other
than the registered holder of the applicable Right Certificate.  Prior
to any such issuance or delivery of any Right Certificates or any certificates
for Preferred Stock, any such tax or other charge shall have been paid by the
holder of such Right Certificate or it shall have been established to the
Company’s or the Rights Agent’s reasonable satisfaction that no such tax or
other charge is due.

       

      Section 9.  Adjustment of Purchase
Price, Number and Kind of Shares or Number of Rights.  (a) (i)
If the Company at any time after the date of this Agreement (A) pays a dividend
on the Preferred Stock in shares of Preferred Stock, (B) subdivides the
outstanding Preferred Stock into a greater number of shares, (C) combines
the outstanding Preferred Stock into a smaller number of shares or (D) issues
any shares of its capital stock in a reclassification of the Preferred Stock
(including any such reclassification in connection with a consolidation or
merger involving the Company), the Purchase Price in effect immediately prior to
the record date for such dividend or the effective date of such subdivision,
combination or reclassification, and the number and kind of shares of Preferred
Stock or other capital stock issuable on such date, shall be proportionately
adjusted so that each holder of a Right shall (except as otherwise provided
herein, including Section 6(e)) thereafter be entitled to receive, upon exercise
of such Right at the Purchase Price in effect immediately prior to such date,
the aggregate number and kind of shares of Preferred Stock or other capital
stock, as the case may be, which such holder would have been entitled to receive
upon such exercise and by virtue of such dividend, subdivision, combination or
reclassification as if such Right had been exercised immediately prior to the
record date for such dividend or the effective date of such subdivision,
combination or reclassification.  If an event occurs which requires an
adjustment under both this Section 9(a)(i) and Section 9(a)(ii), the adjustment
provided for in this Section 9(a)(i) shall be made prior to, and in addition to,
any adjustment required pursuant to Section 9(a)(ii).

       

      (ii)      If
any Person, alone or together with its Affiliates and Associates, becomes, at
any time after the date of this Agreement, an Acquiring Person (a “Section 9(a)(ii) Event”), then
each holder of a Right shall (except as otherwise provided herein, including
Section 6(e)) thereafter be entitled to receive, upon exercise thereof at the
Purchase Price in effect immediately prior to the first occurrence of a Section
9(a)(ii) Event, in lieu of Preferred Stock, such number of duly authorized,
validly issued, fully paid and nonassessable shares of Common Stock of the
Company (such shares being referred to herein as the “Adjustment Shares”) equal to
the result obtained by dividing

       

      (x)          the
product obtained by multiplying the Purchase Price in effect immediately prior
to the first occurrence of a 

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      Section
9(a)(ii) Event by the number of one one-hundredths of a share of Preferred Stock
for which a Right was exercisable immediately prior to such first occurrence
(such product being from such time on the “Purchase Price” for each Right and
for all purposes of this Agreement) by

       

      (y)          50%
of the current market price per share of Common Stock (determined pursuant to
Section 9(d)(i)) on the date of such first occurrence;

       

      provided, however, that the Purchase
Price (as so adjusted pursuant to the foregoing clause (ii)(x)) and the number
of Adjustment Shares so receivable upon exercise of a Right shall be subject to
further adjustment as appropriate in accordance with Section
9(f).  From and after the occurrence of a Section 11 Event,
any Rights that have not theretofore been exercised pursuant to this Section
9(a)(ii) shall thereafter be exercisable only in accordance with Section 11 and not
pursuant to this Section 9(a)(ii).

       

      (iii)     If
the number of shares of Common Stock which are authorized by the Company’s
certificate of incorporation but not outstanding or reserved for issuance other
than upon exercise of the Rights is not sufficient to permit the exercise in
full of the Rights in accordance with Section 9(a)(ii), the Company shall, with
respect to each Right, make adequate provision to substitute for the Adjustment
Shares, upon payment of the Purchase Price then in effect, (A) (to the extent
available) Common Stock, then (B) (to the extent available) such number of one
one-hundredths of a share of Preferred Stock as are then equivalent in value to
the value of the Adjustment Shares and then (C) other equity or debt securities
of the Company, cash or other assets, a reduction in the Purchase Price or any
combination of the foregoing, having an aggregate value (as determined by the
Board based upon the advice of a nationally recognized investment banking firm)
equal to the value of the Adjustment Shares; provided that (1) the Company
may, and (2) if the Company shall not have made adequate provision as required
above to deliver value within 30 days following the first occurrence of a
Section 9(a)(ii) Event (the “Substitution Period”), then
the Company shall be obligated to deliver, upon the surrender for exercise of a
Right and without requiring payment of the Purchase Price, (x) (to the extent
available) Common Stock, then (y) (to the extent available) one-hundredths of a
share of Preferred Stock and then, (z) other equity or debt securities of the
Company, cash or other assets or any combination of the foregoing, having an
aggregate value (as determined by the Board based upon the advice of a
nationally recognized investment banking firm) equal to the excess of the value
of the Adjustment Shares over the Purchase Price.  To the extent that
the Company determines that some action is to be taken 

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      pursuant
to the preceding sentence, the Company (A) shall provide, subject to
Section 6(e), that such action shall apply uniformly to all outstanding Rights
and (B) may suspend the exercisability of the Rights until the expiration
of the Substitution Period in order to decide the appropriate form and value of
any consideration to be delivered as referred to in such sentence.  If
any such suspension occurs, the Company shall issue a public announcement
stating that the exercisability of the Rights has been temporarily suspended, as
well as a public announcement at such time as the suspension is no longer in
effect.  For purposes of this Section 9(a)(iii), the value of the
Common Stock shall be the current market price per share of Common Stock (as
determined pursuant to Section 9(d)(i)) on the date of the first occurrence of a
Section 9(a)(ii) Event; any common stock equivalent shall be deemed to have the
same value as the Common Stock on such date; and the value of other securities
or assets shall be determined pursuant to Section 9(d)(iii).

       

      (b)        If
the Company fixes a record date for the issuance of rights, options or warrants
to all holders of Preferred Stock entitling them to subscribe for or purchase
(for a period expiring within 45 calendar days after such record date) Preferred
Stock (or securities having the same rights, privileges and preferences as the
shares of Preferred Stock (“equivalent preferred stock”))
or securities convertible into or exercisable for Preferred Stock (or equivalent
preferred stock) at a price per share of Preferred Stock (or equivalent
preferred stock) (in each case, taking account of any conversion or exercise
price) less than the current market price per share of Preferred Stock (as
determined pursuant to Section 9(d)(ii)), then on such record date, the Purchase
Price to be in effect after such record date shall be determined by multiplying
the Purchase Price in effect immediately prior to such date by a fraction, the
numerator of which shall be the sum of (i) the number of shares of Preferred
Stock outstanding on such record date plus (ii) the number of shares of
Preferred Stock which the aggregate price (taking account of any conversion or
exercise price) of the total number of shares of Preferred Stock (and/or
equivalent preferred stock) so to be offered would purchase at such current
market price and the denominator of which shall be the sum of (i) number of
shares of Preferred Stock outstanding on such record date plus (ii) the number
of additional shares of Preferred Stock (and/or equivalent preferred stock) so
to be offered.  If such subscription price may be paid by delivery of
consideration part or all of which will be in a form other than cash, the value
of such consideration shall be as determined in good faith by the Board, whose
determination shall be described in a statement filed with the Rights Agent and
shall be conclusive for all purposes.  Shares of Preferred Stock owned
by or held for the account of the Company shall not be deemed outstanding for
the purpose of any such computation.  Such adjustment shall be made
successively whenever such a record date is fixed, and if such rights, options
or warrants are not so issued, the Purchase Price shall be adjusted to be the
Purchase Price which would then be in effect if such record date had not been
fixed.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      (c)        If
the Company fixes a record date for the making of a distribution to all holders
of Preferred Stock (including any such distribution in connection with a
consolidation or merger involving the Company) of evidences of indebtedness,
equity securities other than Preferred Stock, assets (other than a regular
periodic cash dividend) or rights, options or warrants (excluding those referred
to in Section 9(b)), the Purchase Price to be in effect after such record date
shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the
current market price per share of Preferred Stock (as determined pursuant to
Section 9(d)(iii)) on such record date, less the value (as determined pursuant
to Section 9(d)(iii)) of such evidences of indebtedness, equity securities,
assets, rights, options or warrants so to be distributed with respect to one
share of Preferred Stock and the denominator of which shall be such current
market price per share of Preferred Stock.  Such adjustment shall be
made successively whenever such a record date is fixed, and if such distribution
is not so made, the Purchase Price shall be adjusted to be the Purchase Price
which would then be in effect if such record date had not been
fixed.

       

      (d)        (i)
For purposes of computations hereunder other than computations made
pursuant to Sections 9(a)(iii) or 12, the “current market price” per share of
Common Stock on any date shall be the average of the daily closing prices per
share of such Common Stock at the close of the regular session of trading for
the 30 Trading Days immediately prior to such date; for purposes of computations
made pursuant to Section 9(a)(iii), the “current market price” per share of
Common Stock on any date shall be deemed to be the average of the daily closing
prices per share of such Common Stock at the close of the regular session of
trading for the 10 Trading Days immediately following such date; and for
purposes of computations made pursuant to Section 12, the “current market price”
per share of Common Stock for any Trading Day shall be the closing price per
share of Common Stock at the close of the regular session of trading for such
Trading Day; provided
that if the current market price per share of the Common Stock is determined
during a period that is in whole or in part following the announcement by the
issuer of such Common Stock of (A) a dividend or distribution on such Common
Stock payable in shares of such Common Stock or securities exercisable for or
convertible into shares of such Common Stock (other than the Rights), or (B) any
subdivision, combination or reclassification of such Common Stock, and prior to
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 market price” shall be properly adjusted to take into account
ex-dividend trading.  The closing price for each day shall be the last
sale price, regular way, at the close of the regular session of trading or, if
no such sale takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal consolidated
transaction reporting system at the close of the regular session of trading with
respect to securities listed or admitted to trading on the NASDAQ Global Market
or, if the shares of Common Stock are not listed or 

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      admitted
to trading on the NASDAQ Global Market, on the principal national securities
exchange on which the shares of Common Stock are listed or admitted to trading
or, if the shares of Common Stock are not listed or admitted to trading on any
national securities exchange, the last quoted price or, if not so quoted, the
average of the high bid and low asked prices in the over-the-counter market, as
reported by the National Association of Securities Dealers, Inc. Automated
Quotation System or such other system then in use or, if on any such date the
shares of Common Stock are not quoted by any such organization, the average of
the closing bid and asked prices as furnished by a professional market maker
making a market in the Common Stock selected by the Board (in each case prices
which are not identified as having been reported late to such
system).  If on any such date, no market maker is making a market in
the Common Stock or the Common Stock is not publicly held or not so listed or
traded, the “current market price” of such shares on such date shall be as
determined in good faith by the Board (or, if at the time of such determination
there is an Acquiring Person, by a nationally recognized investment banking firm
selected by the Board) which determination shall be described in a statement
filed with the Rights Agent and shall be conclusive for all
purposes.

       

      (ii)     For
the purpose of any computation hereunder, the “current market price” per share
of Preferred Stock shall be determined in the same manner as set forth above for
the Common Stock in Section 9(d)(i) (other than the last sentence
thereof).  If the current market price per share of Preferred Stock
cannot be determined in such manner, the “current market price” per share of
Preferred Stock shall be conclusively deemed to be an amount equal to 100 (as
such number may be appropriately adjusted for such events as stock splits, stock
dividends and recapitalizations with respect to the Common Stock occurring after
the date of this Agreement) multiplied by the current market price per share of
Common Stock (as determined pursuant to Section 9(d)(i)).  For all
purposes of this Agreement, the “current market price” of one one-hundredth of a
share of Preferred Stock shall be equal to the “current market price” of one
share of Preferred Stock divided by 100.

       

      (iii)    For
the purpose of any computation hereunder, the value of any securities or assets
other than Common Stock or Preferred Stock shall be the fair value as determined
in good faith by the Board, or, if at the time of such determination there is an
Acquiring Person, by a nationally recognized investment banking firm selected by
the Board, which determination shall be described in a statement filed with the
Rights Agent and shall be conclusive for all purposes.

       

      (e)        Notwithstanding
any provision of this Agreement to the contrary, no adjustment in the Purchase
Price shall be required unless such adjustment would require an increase or
decrease of at least 1% in the Purchase Price; provided that any adjustments
which by reason of this Section 9(e) are not required to be made 

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      shall be
carried forward and taken into account in any subsequent
adjustment.  All calculations under this Section 9 shall be made to
the nearest cent or to the nearest ten-thousandth of a share of Common Stock or
other share or one-millionth of a share of Preferred Stock, as the case may
be.

       

      (f)        If
at any time, as a result of an adjustment made pursuant to Sections 9(a)(ii) or
11(a), the holder of any Right is entitled to receive upon exercise of such
Right any shares of capital stock other than Preferred Stock, thereafter the
number of such other shares so receivable upon exercise of any Right and the
Purchase Price thereof shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with
respect to the Preferred Stock contained in Section 9, and the provisions of
Sections 6, 8, 11 and 12 with respect to the Preferred Stock shall apply on like
terms to any such other shares.

       

      (g)        All
Rights originally issued by the Company subsequent to any adjustment made
hereunder shall evidence the right to purchase, at the Purchase Price then in
effect, the then applicable number of one one-hundredths of a share of Preferred
Stock and other capital stock 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 9(i), upon each
adjustment of the Purchase Price as a result of the calculations made in
Sections 9(b) and 9(c), each Right outstanding immediately prior to the making
of such adjustment shall thereafter evidence the right to purchase, at the
adjusted Purchase Price, that number of one one-hundredths of a share of
Preferred Stock (calculated to the nearest one-millionth) obtained by (i)
multiplying (x) the number of one one-hundredths of a share of Preferred
Stock for which a Right was exercisable immediately prior to this adjustment by
(y) the Purchase Price in effect immediately prior to such adjustment of
the Purchase Price and (ii) dividing the product so obtained by the Purchase
Price in effect immediately after such adjustment of the Purchase
Price.

       

      (i)        The
Company may elect on or after the date of any adjustment of the Purchase Price
to adjust the number of Rights, in lieu of any adjustment in the number of one
one-hundredths of a share of Preferred Stock issuable upon the exercise of a
Right.  Each of the Rights outstanding after such adjustment of the
number of Rights shall be exercisable for the number of one one-hundredths of a
share of Preferred Stock for which such Right was exercisable immediately prior
to such adjustment.  Each Right held of record prior to such
adjustment of the number of Rights shall become that number of Rights
(calculated to the nearest 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 shall make a public announcement (with prompt
written notice thereof to the Rights Agent) of its election to adjust the number
of Rights, indicating the record date for the 

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      adjustment,
and, if known at the time, the amount of the adjustment to be
made.  This record date may be the date on which the Purchase Price is
adjusted or any day thereafter, but, if the Right Certificates have been issued,
shall be at least 10 days later than the date of the public
announcement.  If Right Certificates have been issued, upon each
adjustment of the number of Rights pursuant to this Section 9(i), the Company
shall, as promptly as practicable, cause to be distributed to holders of record
of Right Certificates on such record date Right Certificates evidencing, subject
to Section 12, the additional Rights to which such holders shall be entitled as
a result of such adjustment, or, at the option of the Company, shall cause to be
distributed to such holders of record in substitution and replacement for the
Right Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if required by the Company, new Right Certificates
evidencing all the Rights to which such holders shall be entitled after such
adjustment.  Right Certificates so to be distributed shall be issued,
executed and delivered by the Company, and countersigned and delivered by the
Rights Agent, in the manner provided for herein (and may bear, at the option of
the Company, the adjusted Purchase Price) and shall be registered in the names
of the holders of record of Right Certificates on the record date specified in
the public announcement.

       

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

       

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

       

      (l)        In
any case in which this Section 9 shall require that an adjustment in the
Purchase Price be made effective as of a record date for a specified event, the
Company may elect to defer (with prompt written notice thereof to the Rights
Agent) until the occurrence of such event the issuance to the holder of any
Right exercised after such record date the number of one one-hundredths of a
share of Preferred Stock or other capital stock, if any, issuable upon such
exercise over and above the number of one one-hundredths of a share of Preferred
Stock or other capital stock, if any, issuable upon such exercise on the basis
of the Purchase Price in effect prior to such adjustment; provided that the Company
shall deliver to such holder a due bill or other appropriate instrument
evidencing such 

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      holder’s
right to receive such additional shares upon the occurrence of the event
requiring such adjustment.

       

      (m)      Anything
in this Section 9 to the contrary notwithstanding, the Company shall be entitled
to make such reductions in the Purchase Price, in addition to those adjustments
expressly required by this Section 9, as and to the extent that it, in its sole
discretion, determines to be advisable so that any consolidation or subdivision
of the Preferred Stock, issuance wholly for cash of any Preferred Stock at less
than the current market price, issuance wholly for cash of any Preferred Stock
or securities which by their terms are convertible into or exercisable for
Preferred Stock, stock dividends or issuance of rights, options or warrants
referred to in this Section 9 hereafter made by the Company to the holders of
its Preferred Stock, shall not be taxable to such stockholders.

       

      (n)        The
Company shall not at any time after the Distribution Date (i) consolidate, merge
or otherwise combine with, or (ii) sell or otherwise transfer (or permit any of
its Subsidiaries to sell or otherwise transfer), directly or indirectly in one
transaction or a series of related transactions, assets or earning power
aggregating more than 50% of the assets or earning power of the Company and its
Subsidiaries, taken as a whole, to, any other Person or Persons if (x) at the
time of or immediately after such consolidation, merger, combination, sale or
transfer there are any rights, warrants or other instruments or securities
outstanding or any agreements or arrangements in effect which would
substantially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights or (y) prior to, simultaneously with or immediately after
such consolidation, merger, combination, sale or transfer, the stockholders of a
Person who constitutes, or would constitute, the “Principal Party” for the
purposes of Section
11 shall have received a distribution of Rights previously owned by such
Person or any of its Affiliates and Associates.

       

      (o)        The
Company agrees that after the Distribution Date, it will not, except as
permitted by Sections 20, 21 or 24, 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 substantially diminish or otherwise eliminate the benefits
intended to be afforded by the Rights.

       

      (p)        Notwithstanding
anything in this Agreement to the contrary, if at any time after the date hereof
and prior to the Distribution Date the Company (i) pays a dividend on the
outstanding shares of Common Stock payable in shares of Common Stock, (ii)
subdivides the outstanding Common Stock into a larger number of shares or (iii)
combines the outstanding Common Stock into a smaller number of shares, the
number of Rights associated with each share of Common Stock then outstanding, or
issued or delivered thereafter as contemplated by Section 3, shall be
proportionately adjusted so that the number of Rights thereafter associated with
each share of Common Stock following any such event equals the product obtained
by multiplying the number of Rights associated with 

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      each share
of Common Stock immediately prior to such event by a fraction the numerator of
which shall be the total number of shares of Common Stock outstanding
immediately prior to the occurrence of the event and the denominator of which
shall be the total number of shares of Common Stock outstanding immediately
following the occurrence of such event.

       

      Section 10.  Certificate of Adjusted
Purchase Price or Number of Shares.  Whenever an adjustment is
made as provided in Sections 9 or 11, the Company shall (a) promptly prepare a
certificate setting forth such adjustment and a brief statement of the facts
accounting for such adjustment, (b) promptly file with the Rights Agent and with
each transfer agent for the Preferred Stock and the Common Stock a copy of such
certificate and (c) mail a brief summary thereof to each holder of a Right
Certificate (or, if prior to the Distribution Date, to each holder of a
certificate representing shares of Common Stock) in the manner set forth in
Section 23.  The Rights Agent shall be fully protected in relying on
any such certificate and on any adjustment or statement therein contained and
shall have no duty or liability with respect to, and shall not be deemed to have
knowledge of, any adjustment or any such event unless and until it shall have
received such certificate.

       

      Section 11.  Consolidation, Merger
or Sale or Transfer of Assets or Earning Power.  (a) If,
following the occurrence of a Section 9(a)(ii) Event, directly or
indirectly,

       

      (x)          the
Company consolidates with, merges into or otherwise combines with, any Acquiring
Person or any Affiliate or Associate of an Acquiring Person, and the Company is
not the continuing or surviving corporation of such consolidation, merger or
combination;

       

      (y)          any
Acquiring Person or any Affiliate or Associate of an Acquiring Person merges
into, or otherwise combines with, the Company, and the Company is the continuing
or surviving corporation of such merger or combination and, in connection with
such merger or combination, all or part of the outstanding shares of Common
Stock is changed into or exchanged for other stock or securities of the Company
or of any Acquiring Person or any Affiliate or Associate of an Acquiring Person,
cash or any other property; or

       

      (z)          the
Company and/or one or more of its Subsidiaries sells or otherwise transfers, in
one transaction or a series of related transactions, to any Acquiring Person or
any Affiliate or Associate of an Acquiring Person, assets or earning power
aggregating more than 50% of the assets or earning power of the Company and its
Subsidiaries, taken as a whole,

       

      (each of
the above, a “Section
11 Event”) then,
and in each such case, proper provision shall promptly be made so
that

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      (i)      each
holder of a Right shall thereafter be entitled to receive, upon exercise thereof
at the Purchase Price in effect immediately prior to the first occurrence of a
Section 9(a)(ii) Event, such number of duly authorized, validly issued, fully
paid and nonassessable shares of freely tradeable Common Stock of the Principal
Party (as hereinafter defined), not subject to any rights of call or first
refusal, liens, encumbrances or other claims, as shall be equal to the result
obtained by dividing

       

      (A)              the
product obtained by multiplying the Purchase Price in effect immediately prior
to the first occurrence of a Section 9(a)(ii) Event by the number of one
one-hundredths of a share of Preferred Stock for which a Right was exercisable
immediately prior to such first occurrence (such product being from such time on
the “Purchase Price” for each Right and for all purposes of this Agreement)
by

       

      (B)              50%
of the current market price (determined pursuant to Section 9(d)(i)) per share
of the Common Stock of such Principal Party on the date of consummation of such
consolidation, merger, combination, sale or transfer;

       

      provided, however, that the Purchase
Price (as so adjusted pursuant to the foregoing clause (i)(A)) and the number of
shares of Common Stock of such Principal Party so receivable upon exercise of a
Right shall be subject to further adjustment as appropriate in accordance with
Section 9(f) to reflect any events occurring in respect of the Common Stock of
such Principal Party after the occurrence of such consolidation, merger, sale or
transfer;

       

      (ii)     the
Principal Party shall thereafter be liable for, and shall assume, by virtue of
such consolidation, merger, combination, sale or transfer, all the obligations
and duties of the Company pursuant to this Agreement;

       

      (iii)    the
term “Company” shall
thereafter be deemed to refer to such Principal Party, it being specifically
intended that the provisions of Section 9 shall apply only to such Principal
Party following the first occurrence of a Section 11 Event;
and

       

      (iv)    such
Principal Party shall take such steps (including the authorization and
reservation of a sufficient number of shares of its Common Stock to permit
exercise of all outstanding Rights in accordance with this Section 11(a)) in
connection with the consummation of any such transaction as may be necessary to
assure that the provisions hereof shall thereafter be applicable, as nearly as
reasonably may be, in relation to the 

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      shares of
its Common Stock thereafter deliverable upon the exercise of the
Rights.

       

      (b)        “Principal Party”
means

       

      (i)      in
the case of any transaction described in Sections 11(a)(x) or 11(a)(y), the
Person that is the issuer of any securities into which shares of Common Stock of
the Company are converted in such merger, consolidation or combination, and if
no securities are so issued, the Person that survives or results from such
merger, consolidation or combination; or

       

      (ii)     in
the case of any transaction described in Section 11(a)(z), the Person that is
receiving the greatest portion of the assets or earning power transferred
pursuant to such transaction or transactions;

       

      provided that in any such
case, (A) if the Common Stock of such Person is not at such time and has not
been continuously over the preceding 12-month period registered under Section 12
of the Exchange Act, and such Person is a direct or indirect Subsidiary of
another Person the Common Stock of which is and has been so registered,
“Principal Party” shall refer to such other Person; and (B) in case such Person
is a Subsidiary, directly or indirectly, of more than one Person, the Common
Stocks of two or more of which are and have been so registered, “Principal
Party” shall refer to whichever of such Persons is the issuer of the Common
Stock having the greatest aggregate market value.

       

      (c)        The
Company shall not consummate any such consolidation, merger, combination, sale
or transfer unless the Principal Party has a sufficient number of authorized
shares of its Common Stock which are not outstanding or otherwise reserved for
issuance to permit the exercise in full of the Rights in accordance with this
Section 11
and unless prior thereto the Company and such Principal Party shall have
executed and delivered to the Rights Agent a supplemental agreement providing
for the terms set forth in Sections 11(a) and 11(b) and providing that, as soon
as practicable after the date of any consolidation, merger, combination, sale or
transfer mentioned in Section 11(a), the Principal Party shall (i) prepare and
file a registration statement under the Securities Act with respect to the
securities issuable upon exercise of the Rights, and shall use its best efforts
to cause such registration statement (A) to become effective as soon as
practicable after such filing and (B) to remain effective (with a
prospectus at all times meeting the requirements of the Securities Act) until
the Expiration Date, and (ii) deliver to holders of the Rights historical
financial statements for the Principal Party which comply in all respects with
the requirements for registration on Form 10 under the Exchange
Act.

       

      Section 12.  Fractional Rights and
Fractional Shares.  (a) The Company is not required to issue
fractions of Rights, except prior to the Distribution Date as 

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      provided
in Section 9(p), or to distribute Right Certificates which evidence fractional
Rights.  In lieu of any such fractional Rights, the Company shall pay
to the registered holders of the Right Certificates with regard to which such
fractional Rights would otherwise be issuable an amount in cash equal to the
same fraction of the current market price of a whole Right.  For
purposes of this Section 12(a), the current market price of a whole Right shall
be the closing price of a Right at the close of the regular session of trading
for the Trading Day immediately prior to the date on which such fractional
Rights would otherwise have been issuable.  The closing price of a
Right for any day shall be determined in the manner set forth for the Common
Stock in Section 9(d)(i).

       

      (b)        The
Company is not required to issue fractions of shares of Preferred Stock (other
than fractions which are multiples of one one–hundredth of a share of Preferred
Stock) upon exercise of the Rights or to distribute certificates which evidence
fractional shares of Preferred Stock (other than fractions which are multiples
of one one-hundredth of a share of Preferred Stock).  In lieu of any
such fractional shares of Preferred Stock, the Company shall pay to the
registered holders of Right Certificates at the time such Rights are exercised
as herein provided an amount in cash equal to the same fraction of the current
market price of one one-hundredth of a share of Preferred Stock.  For
purposes of this Section 12(b), the current market price of one one-hundredth of
a share of Preferred Stock shall be one one-hundredth of the closing price of a
share of Preferred Stock (as determined pursuant to Section 9(d)) for the
Trading Day immediately prior to the date of such exercise.

       

      (c)        Following
the occurrence of any Section 9(a)(ii) Event or Section
11 Event or upon any exchange pursuant to Section 21, the Company
shall not be required to issue fractions of shares of Common Stock upon exercise
of the Rights or to distribute certificates which evidence fractional shares of
Common Stock.  In lieu of fractional shares of Common Stock, the
Company shall pay to the registered holders of Right Certificates at the time
such Rights are exercised or exchanged as herein provided an amount in cash
equal to the same fraction of the current market price of a share of Common
Stock.  For purposes of this Section 12(c), the current market price
of a share of Common Stock shall be the closing price of a share of Common Stock
(as determined pursuant to Section 9(d)) for the Trading Day immediately prior
to the date of such exercise or exchange.

       

      (d)        Each
holder of a Right, by his acceptance of the Right, expressly waives his right to
receive any fractional Rights or any fractional shares upon exercise of a Right
except as permitted by this Section 12.

       

      (e)        Whenever
a payment for fractional Rights or fractional shares is to be made by the Rights
Agent, the Company shall (i) promptly prepare and deliver to the rights Agent a
certificate setting forth in reasonable detail the facts related to such
payments and the prices and/or formulas utilized in calculating such payments,
and (ii) provide sufficient monies to the Rights Agent in the form of


       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      fully
collected funds to make such payments.  The Rights Agent shall be
fully protected in relying upon such a certificate and shall have no duty with
respect to, and shall not be deemed to have knowledge of any payment for
fractional Rights or fractional shares under any Section of this Agreement
relating to the payment of fractional Rights or fractional Shares unless and
until the Rights Agent shall have received such a certificate and sufficient
monies.

       

      Section
13.  Rights
of Action.  All rights of action in respect of this Agreement,
excluding the rights of action given to the Rights Agent under Section 16 and
Section 18 hereof, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of
certificates representing Common Stock); and any such holder, without the
consent of any other such holder or the Rights Agent, 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 by the Company of this Agreement and will be
entitled to specific performance of the obligations under, and injunctive relief
against actual or threatened violations by the Company of the obligations of,
any Person subject to this Agreement.

       

      Section 14.  Agreement of Right
Holders.  Each holder of a Right, by his acceptance of the
Right, consents and agrees with the Company and the Rights Agent and with every
other holder of a Right that:

       

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

       

      (b)        after
the Distribution Date, the Rights will be evidenced by Right Certificates and
transferable only on the registry books of the Rights Agent pursuant to Section
5;

       

      (c)        subject
to Sections 5
and 6, the Company and the Rights Agent may deem and treat the Person in whose
name a Right Certificate (or, prior to the Distribution Date, a certificate
representing shares of Common Stock) is registered as the absolute owner of such
certificate and of the Rights evidenced thereby (notwithstanding any notations
of ownership or writing on the Right Certificate or the certificate representing
shares of Common Stock made by anyone other than the Company or the Rights
Agent) for all purposes whatsoever, and neither the Company nor the Rights
Agent, subject to the last sentence of Section 6(e), shall be affected by any
notice to the contrary; and

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      (d)        notwithstanding
anything in this Agreement to the contrary, neither the Company nor the Rights
Agent shall have any liability to any holder of a Right or 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, judgment,
decree or ruling (whether interlocutory or final) issued by a court or by a
governmental, regulatory, self-regulatory or administrative agency or
commission, or any statute, rule, regulation or executive order promulgated or
enacted by any governmental authority, prohibiting or otherwise restraining
performance of such obligation; provided, however, that the
Company must use all reasonable efforts to have any such injunction, order,
judgment, decree or ruling lifted or otherwise overturned as soon as
possible.

       

      Section 15.  Right Certificate
Holder Not Deemed a Stockholder.  No holder, as such, of any
Right Certificate shall be entitled to vote, receive dividends or be deemed for
any purpose the holder of the shares of capital stock which may at any time be
issuable on the exercise of the Rights represented thereby, nor shall anything
contained herein or in any Right Certificate be construed to confer upon the
holder of any Right Certificate, as such, any of the rights of a stockholder of
the Company (including any right to vote for the election of directors or upon
any matter submitted to stockholders at any meeting thereof, to give or withhold
consent to any corporate action, to receive notice of meetings or other actions
affecting stockholders (except as provided in Section 22), or to receive
dividends or subscription rights, or otherwise) until the Right or Rights
evidenced by such Right Certificate shall have been exercised in accordance with
the provisions hereof.

       

      Section 16.  Appointment of Rights
Agent.  (a) The Company hereby appoints the Rights Agent to act
as rights agent for the Company in accordance with the terms and conditions
hereof, and the Rights Agent hereby accepts such appointment.  The
Company may from time to time appoint such co-rights agents as it may deem
necessary or desirable.  The Rights Agent shall have no duty to
supervise, and in no event shall be liable for, the acts or omissions of any
such co-rights agent.

       

      (b)        The
Company shall 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 disbursements and other
disbursements incurred in the execution, preparation, delivery, amendment and
administration of this Agreement and the exercise and performance of its duties
hereunder.  The Company also shall indemnify the Rights Agent for, and
to hold it harmless against, any loss, liability, expense, damage, judgment,
fine, penalty, claim, demand, settlement or cost (including, without limitation,
the reasonable fees and expenses of legal counsel) incurred without gross
negligence, bad faith or willful misconduct on the part of the Rights Agent
(which gross negligence, bad faith or willful misconduct must be 

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      determined
by a final, non-appealable order, judgment, degree or ruling of a court of
competent jurisdiction), for any action taken, suffered or omitted by the Rights
Agent in connection with the acceptance, administration, exercise and
performance of its duties under this Agreement.  The costs and
expenses incurred by the Rights Agent in enforcing its right of indemnification
under this Section 16 shall be paid by the Company, but only to the extent that
the Rights Agent is entitled to indemnification under this Section
16.  The provisions of this Section 16 and Section 18 below shall
survive the termination of this Agreement, the exercise or expiration of the
Rights and the resignation, replacement or removal of the Rights
Agent.

       

      Section 17.  Merger or Consolidation
or Change of Name of Rights Agent.  (a) Any Person into or with
which the Rights Agent or any successor Rights Agent may be merged, consolidated
or combined, any Person resulting from any merger, consolidation or combination
to which the Rights Agent or any successor Rights Agent shall be a party, or any
Person succeeding to the shareholder services business of the Rights Agent or
any successor Rights Agent, shall be the successor to the Rights Agent under
this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto; provided that such Person
would be eligible for appointment as a successor Rights Agent under the
provisions of Section 19.  If at the time such successor Rights Agent
succeeds to the agency created by this Agreement any of the Right Certificates
have been countersigned but not delivered, any such successor Rights Agent may
adopt the countersignature of a predecessor Rights Agent and deliver such Right
Certificates so countersigned; and if at that time any of the Right Certificates
have not been countersigned, any successor Rights Agent may countersign such
Right Certificates either in the name of the predecessor Rights Agent or in the
name of the successor Rights Agent; and in all such cases such Right
Certificates shall have the full force provided in the Right Certificates and in
this Agreement.

       

      (b)        If
at any time the name of the Rights Agent shall be changed 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 its changed name; and in all such cases
such Right Certificates shall have the full force provided in the Right
Certificates and in this Agreement.

       

      Section 18.  Duties of the Rights
Agent.  The Rights Agent undertakes to perform only the duties
and obligations expressly imposed by this Agreement (and no implied duties) upon
the following terms and conditions, by all of which the Company and the holders
of Right Certificates, by their acceptance thereof, shall be
bound:

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

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

       

      (b)        Whenever
in the performance of its duties under this Agreement the Rights Agent shall
deem it necessary or desirable that any fact or matter (including without
limitation, the identity of any “Acquiring Person” and the determination of
“current market price”) be proved or established by the Company prior to taking,
suffering or omitting to take any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a certificate signed by the
Chairman of the Board, the President or a Vice President, and by the Chief
Financial Officer or an Assistant Financial Officer or the Corporate Secretary
or an Assistant Secretary of the Company and delivered to the Rights Agent; and
such certificate shall be full and complete authorization and protection to the
Rights Agent and the Rights Agent shall incur no liability for or in respect of
any action taken, suffered or omitted by it under the provisions of this
Agreement in reliance upon such certificate.

       

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

       

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

       

      (e)        The
Rights Agent shall not have any liability for or be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible 

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      for any
breach by the Company of any covenant or condition contained in this Agreement
or in any Right Certificate; nor shall it be responsible for any change in the
exercisability of the Rights (including the Rights becoming null and void
pursuant to Section 6(e)) or any change or adjustment in the terms of the Rights
(including the manner, method or amount thereof) provided herein, or the
ascertaining of the existence of facts that would require any such change or
adjustment (except with respect to the exercise of Rights evidenced by Right
Certificates after receipt of the certificate described in Section 10 hereof,
upon which the Rights Agent may rely); nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or
reservation of any shares of Preferred Stock or other securities to be issued
pursuant to this Agreement or any Right Certificate or as to whether any shares
of Preferred Stock or other securities will, when issued, be duly authorized,
validly issued, fully paid and nonassessable.

       

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

       

      (g)        The
Rights Agent is hereby authorized and directed to accept instructions with
respect to the performance of its duties hereunder from Chairman of the Board,
the President or a Vice President, and by the Chief Financial Officer or an
Assistant Financial Officer or the Corporate Secretary or an Assistant Secretary
of the Company, and to apply to such officers for advice or instructions in
connection with its duties, and such instructions shall be full authorization
and protection to the Rights Agent and the Rights Agent shall not be liable for
or in respect of any action taken, suffered or omitted by it in accordance with
instructions of any such officer or for any delay in acting while waiting for
those instructions.  The Rights Agent shall be fully authorized and
protected in relying upon the most recent instructions received by any such
officer.

       

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

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

    

    
      (i)    The
Rights Agent may execute and exercise any of the rights or powers hereby vested
in it or perform any duty hereunder either itself (through its directors,
officers and employees) or by or through its attorneys or agents, and the Rights
Agent shall not be answerable or accountable for any act, default, neglect or
misconduct of any such attorneys or agents or for any loss to the Company or any
other Person resulting from any such act, default, neglect or misconduct, absent
gross negligence, bad faith or willful misconduct in the selection and continued
employment thereof (which gross negligence, bad faith or willful misconduct must
be determined by a final, non-appealable order, judgment, decree or ruling of a
court of competent jurisdiction).

       

      (j)    No
provision of this Agreement shall require the Rights Agent to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder or in the exercise of its rights if it believes that
repayment of such funds or adequate indemnification against such risk or
liability is not reasonably assured to it; provided, however, that the
Rights Agent shall promptly notify the Company in writing of such
belief.

       

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

       

      (l)    The
Rights Agent shall be authorized and protected and shall incur no liability for,
or in respect of any action taken, suffered or omitted by it in connection with
its acceptance and administration of this Agreement and the exercise and
performance of its duties hereunder, in reliance upon any Right Certificate or
certificate for Common Stock or for other securities of the Company, instrument
of assignment or transfer, power of attorney, endorsement, affidavit, letter,
notice, instruction, direction, consent, certificate, statement or other paper
or document reasonably believed by it to be genuine and to be signed, executed
and, where necessary, verified or acknowledged, by the proper Person or Persons,
or otherwise upon the advice of counsel as set forth in ‎Section 18
hereof.

       

    

    
      Section
19.  Change
of Rights Agent.  The Rights Agent or any successor Rights
Agent may resign and be discharged from its duties under this Agreement upon 30
days’ notice in writing to the Company and to each transfer agent of the Common
Stock or Preferred Stock known to the Rights Agent by registered or certified
mail, and to the holders of the Right Certificates by first-class
mail.  The 

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      
        Company
may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice
in writing, mailed to the Rights Agent or successor Rights Agent, as the case
may be, and to each transfer agent of the Common Stock and Preferred Stock by
registered or certified mail, and, after the Distribution Date, to the holders
of the Right Certificates by first-class mail.  If the Rights Agent
shall resign or be removed or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Rights Agent.  If the Company
shall fail to make such appointment within a period of 30 days after giving
notice of such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Rights Agent or by
the holder of a Right Certificate (who shall, with such notice, submit his Right
Certificate for inspection by the Company), then the registered holder of any
Right Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent.  Any successor Rights Agent,
whether appointed by the Company or by such a court, shall be (a) a Person
organized, in good standing and doing business under the laws of the United
States or of any state of the United States, which is authorized under such laws
to exercise stock transfer or corporate trust powers and is subject to
supervision or examination by federal or state authority and which has at the
time of its appointment as Rights Agent a combined capital and surplus of at
least $50,000,000 or (b) an Affiliate of a Person described in ‎Section
19(a).  After appointment, the successor Rights Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the
purpose.  Not later than the effective date of any such appointment,
the Company shall file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Common Stock and the Preferred Stock, and,
subsequent to the Distribution Date, mail a notice thereof in writing to the
registered holders of the Right Certificates.  Failure to give any
notice provided for in this ‎Section 19,
however, or any defect therein, shall not affect the legality or validity of the
resignation or removal of the Rights Agent or the appointment of the successor
Rights Agent, as the case may be.

         

      

      
        Section
20.  Redemption.  (a) At any time prior to the occurrence of a ‎Section 9(a)(ii)
Event, the Board may, at its option, redeem all but not less than all of the
then outstanding Rights at a redemption price of $.01 per Right, as such amount
may be appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such redemption price being
hereinafter referred to as the “Redemption
Price”).  The redemption of the Rights may be made effective at
such time, on such basis and with such conditions as the Board in its sole
discretion may establish.  The Redemption Price shall be payable, at
the option of the Company, in cash, shares of Common Stock, or such other form
of consideration as the Board shall determine. 

         

      

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      (b)    Immediately
upon the action of the Board electing to redeem the Rights (or at such later
time as the Board may establish for the effectiveness of such redemption) and
without any further action and without any notice, the right to exercise the
Rights will terminate and thereafter the only right of the holders of Rights
shall be to receive the Redemption Price for each Right so held.  The
Company shall promptly thereafter give notice of such redemption to the Rights
Agent and the holders of the Rights in the manner set forth in ‎Section
23; provided
that the failure to give, or any defect in, such notice shall not affect the
validity of such redemption.  Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives the
notice.  Each such notice of redemption will state the method by which
the payment of the Redemption Price will be made.

       

      
        Section
21.  Exchange.  (a) At any time after the occurrence of a ‎Section 9(a)(ii)
Event, the Board may, at its option, exchange all or part of the then
outstanding and exercisable Rights (which shall not include Rights that have
become null and void pursuant to ‎Section 6(e)) for
shares of Common Stock at an exchange ratio of one share of Common Stock per
Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such exchange ratio being
hereinafter referred to as the “Exchange
Ratio”).  The exchange of the Rights by the Board may be made
effective at such time, on such basis and with such conditions as the Board in
its sole discretion may establish.  Notwithstanding the foregoing, (i)
the Board shall not be empowered to effect such exchange at any time after an
Acquiring Person, together with all Affiliates and Associates of such Acquiring
Person, becomes the Beneficial Owner of 50% or more of the shares of Common
Stock then outstanding and (ii) from and after the occurrence of a ‎Section 11 Event,
any Rights that theretofore have not been exchanged pursuant to this ‎Section 21(a)
shall thereafter be exercisable only in accordance with ‎Section 11 and may
not be exchanged pursuant to this ‎Section
21(a).

         

      

       

      (b)    Immediately
upon the effectiveness of the action of the Board to exchange any Rights
pursuant to ‎Section
21(a) (or at
such later time as the Board may establish) and without any further action and
without any notice, the right to exercise such Rights will terminate and
thereafter the only right of a holder of such Rights shall be to receive that
number of shares of Common Stock equal to the number of such Rights held by such
holder multiplied by the Exchange Ratio.  The Company shall promptly
thereafter give notice of such exchange to the Rights Agent and the holders of
the Rights to be exchanged in the manner set forth in ‎Section
23; provided
that the failure to give, or any defect in, such notice shall not affect the
legality or validity of such exchange.  Any notice which is mailed in
the manner herein provided shall be deemed given, whether or not the holder
receives the notice.  Each such notice of exchange will state the
method by which the exchange of Rights for shares of Common Stock will be
effected and, in the event of any partial exchange, the number of Rights which
will be exchanged.  Any partial exchange shall be effected pro rata
based on the number 

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      of Rights
(other than Rights which have become null and void pursuant to ‎Section
6(e)) held by
each holder of Rights.

       

      (c)    The
Company may at its option substitute, and, if there shall not be sufficient
shares of Common Stock authorized but not outstanding to permit the exchange of
Rights for Common Stock in accordance with ‎Section
21(a), shall
substitute to the extent of such insufficiency, for each share of Common Stock
that would otherwise be issuable upon exchange of a Right, a number of one
one-hundredths of a share of Preferred Stock such that the current market price
(determined pursuant to ‎Section
9(d)) of such
number of one one-hundredths of a share of Preferred Stock is equal to the
current market price (determined pursuant to ‎Section
9(d)) of one
share of Common Stock as of the date of such exchange.

       

      
        Section
22.  Notice of
Proposed Actions.  (a) If the Company proposes, at any time
after the Distribution Date, (i) to pay any dividend payable in stock of any
class or to make any other distribution (other than a regular periodic cash
dividend) to the holders of Preferred Stock, (ii) to offer to the holders of its
Preferred Stock rights or warrants to subscribe for or to purchase any
additional shares of Preferred Stock or shares of stock of any class or any
other securities, rights or options, (iii) to effect any reclassification of its
Preferred Stock (other than a reclassification involving only the subdivision or
combination of outstanding shares of Preferred Stock), (iv) to effect, or permit
any of its Subsidiaries to effect, any consolidation, merger or combination with
any other Person, or to effect any sale or other transfer, in one transaction or
a series of related transactions, of assets or earning power aggregating more
than 50% of the assets or earning power of the Company and its Subsidiaries,
taken as a whole, or (v) to effect the liquidation, dissolution or winding-up of
the Company, then, in each such case, the Company shall give to the Rights Agent
and to each holder of a Right, a written notice of such proposed action
specifying the record date for the purposes of any such dividend, distribution
or offering of rights or warrants, or the date on which any such
reclassification, consolidation, merger, combination, sale, transfer,
liquidation, dissolution or winding-up is to take place and the date of
participation therein by the holders of Preferred Stock, if any such date is to
be fixed, and such notice shall be so given in the case of any action covered by
Sections ‎22(a)(i) or ‎22(a)(ii) above at
least 20 days prior to the record date for determining holders of the Preferred
Stock entitled to participate in such dividend, distribution or offering, and in
the case of any such other action, at least 20 days prior to the date of the
taking of such proposed action or the date of participation therein by the
holders of Preferred Stock, whichever shall be earlier.  The failure
to give notice required by this Section or any defect therein shall not affect
the legality or validity of the action taken by the Company or the vote upon any
such action.

         

      

      (b)    If
a ‎Section
9(a)(ii) Event
or ‎Section
11 Event
occurs, then, in any such case, (i) the Company shall as soon as
practicable thereafter give to the Rights Agent and to each holder of a Right,
in accordance with ‎Section
23, a


       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

      written
notice of the occurrence of such event, which shall specify the event and the
consequences of the event to holders of Rights under Sections ‎9(a)(ii) or
‎11, as the case
may be, and (ii) all references in ‎Section
22(a) to
Preferred Stock shall be deemed thereafter to refer to Common Stock or other
capital stock, as the case may be.

       

      Section
23.  Notices.  Except
as set forth below, all notices, requests and other communications to any party
hereunder and to the holder of any Right shall be in writing unless otherwise
expressly specified herein.  Notices or demands authorized by this
Agreement to be given or made to or on the Company or (subject to ‎Section
19) the Rights
Agent shall be sufficiently given or made if sent by registered or certified
mail (postage prepaid) to the addresses set forth below (or such other address
as such party specifies in writing to the other party):

       

      if
to the Company, to:

       

      MSC.Software
Corporation

      2
MacArthur Place

      Santa
Ana, California  92707

      Attention:
General Counsel

      Facsimile
Number: (714) 784-4056

       

      if
to the Rights Agent, to:

       

      Mellon
Investor Services LLC

      400
S. Hope Street - 4th Floor

      Los
Angeles, CA 90071

      Attention:  Mark
Cano

      Facsimile
No.:  (213) 553-9735

       

      with
a copy to:

       

      Mellon
Investor Services LLC

      480
Washington Blvd

      Jersey
City, NJ 07310

      Attention:  General
Counsel

      Facsimile:  (201)
680-4610

       

      Except
as otherwise expressly set forth in this Agreement, 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 any certificate representing shares
of Common Stock is sufficiently given or made if sent by first-class mail
(postage prepaid) to each record holder of such Certificate at the address of
such holder shown on the registry books of the
Company.  Notwithstanding anything in this Agreement to the contrary,
prior to the Distribution Date a public filing by the Company with the
Securities and Exchange Commission shall constitute 

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      sufficient
notice to the holders of securities of the Company, including the Rights, for
purposes of this Agreement and no other notice need be given to such
holders.

       

      Section
24.  Supplements
and Amendments.  At any time prior to the occurrence of a
‎Section
9(a)(ii) Event,
the Company may, and the Rights Agent shall if the Company so directs,
supplement or amend any provision of this Agreement in any respect without the
approval of any holders of certificates representing shares of Common
Stock.  At any time after the occurrence of a ‎Section
9(a)(ii) Event,
the Company may, and the Rights Agent shall if the Company so directs,
supplement or amend this Agreement without the approval of any holders of
Rights; provided,
however, that no such supplement or amendment may (a) adversely affect
the interests of the holders of Rights as such (other than an Acquiring Person
or an Affiliate or Associate of an Acquiring Person), (b) cause this
Agreement again to become amendable other than in accordance with this sentence
or (c) cause the Rights again to become redeemable.  Upon the
delivery of a certificate from the Chairman of the Board, the President or a
Vice President, and by the Chief Financial Officer or an Assistant Financial
Officer or the Corporate Secretary or an Assistant Secretary of the Company and,
if requested by the Rights Agent, an opinion of counsel, that states that the
proposed supplement or amendment complies with the terms of this Agreement,
including this ‎Section
24, the Rights
Agent shall execute such supplement or amendment.  Notwithstanding
anything contained in this Agreement to the contrary, the Rights Agent may, but
shall not be obligated to, enter into any supplement or amendment that affects
the Rights Agent’s own rights, duties, obligations or immunities under this
Agreement.

       

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

       

      Section
26.  Determinations
and Actions by the Board, etc.  For all purposes of this
Agreement, any calculation of the number of shares of Common Stock outstanding
at any particular time, including for purposes of determining the particular
percentage of such outstanding shares of Common Stock of which any Person is the
Beneficial Owner, shall be made in accordance with the last sentence of Rule
13d-3(d)(1)(i) under the Exchange Act as in effect on the date of this
Agreement.  The Board shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers specifically
granted to the Board or to the Company, or as may be necessary or advisable in
the administration of this Agreement, including the right and power to (i)
interpret the provisions of this Agreement and (ii) make all determinations
deemed necessary or advisable for the administration of this Agreement
(including a determination to redeem or exchange or not to redeem or exchange
the Rights or to amend the Agreement).  All such actions,
calculations, interpretations and determinations (including, for purposes of
clause (y) below, all omissions with respect to the foregoing) which are done or
made by the Board in good faith shall

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      (x) be final,
conclusive and binding on the Company, the Rights Agent, the holders of the
Rights and all other Persons, and (y) not subject the Board to any liability to
the holders of the Rights.  The Rights Agent is entitled always to
assume the Company’s Board acted in good faith and shall be fully protected and
incur no liability in reliance thereon.

       

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

       

      Section
28.  Severability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

       

      Section
29.  Governing
Law.  This Agreement, each Right and each Right Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State, provided,
however, that all provisions regarding the rights, duties and obligations
of the Rights Agent shall be governed by and construed in accordance with the
laws of the state of New York applicable to contracts made and to be performed
entirely within such state, without regard to the principles or rules concerning
conflicts of laws which might otherwise require application of the substantive
laws of another jurisdiction.

       

      Section
30.  Counterparts.  This
Agreement may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute one and the same
instrument.  This Agreement shall become effective when each party
hereto shall have received a counterpart hereof signed by all of the other
parties hereto.  Until and unless each party has received a
counterpart hereof signed by the other party hereto, this Agreement shall have
no effect and no party shall have any right or obligation hereunder (whether by
virtue of any other oral or written agreement or other
communication).

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

      


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

       

      
        	 	
                MSC.SOFTWARE
      CORPORATION

              
	 	 
	 	 
	 	
                By:

              	
                /s/
      John A. Mongelluzzo

              
	 	 
      	
                Name:

              	
                John
      A. Mongelluzzo

              
	 	 
      	
                Title:

              	
                Executive
      Vice President, Business Administration, Legal Affairs and
      Secretary

              


      

       

       

      
        	 	
                MELLON
      INVESTOR SERVICES LLC, as Rights Agent

              
	 	 
	 	 
	 	
                By:

              	
                /s/
      Mark Cano

              
	 	 
      	
                Name:

              	
                Mark
      Cano

              
	 	 
      	
                Title:

              	
                Relationship
      Manager

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
A

       

      CERTIFICATE
OF DESIGNATIONS

       

      of

       

      JUNIOR
PARTICIPATING PREFERRED STOCK

       

      of

       

      THE
MACNEAL-SCHWENDLER CORPORATION

      (now
MSC.Software Corporation)

       

       

      The
MacNeal-Schwendler Corporation (now
MSC.Software Corporation), a Delaware corporation (the “Corporation”), hereby
certifies that the following resolution has been duly adopted by the Board of
Directors of the Corporation:

       

      RESOLVED,
that pursuant to the authority granted to the Board of Directors of the
Corporation by the Certificate of Incorporation, a series of shares of the
Preferred Stock of the Corporation is hereby established and the number of
shares constituting such series and the designation thereof, and the rights,
preferences, privileges and restrictions of the shares of such series, are fixed
and established as follows:

       

      I.  Designation
and Amount

       

      The shares of
such series shall be designated as “Junior Participating Preferred Stock” (the
“Junior Preferred Stock”) and the number of shares constituting the Junior
Preferred Stock shall be 2,000,000.  Such number of shares may be
increased or decreased by resolution of the Board of Directors; provided, that
no decrease shall reduce the number of shares of Junior Preferred Stock to a
number less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Junior Preferred Stock.

       

      II. Dividends
and Distributions

       

      (A)  Subject
to the rights of the holders of any shares of any series of Preferred Stock (or
any similar stock) ranking prior and superior to the Junior Preferred Stock with
respect to dividends, the holders of shares of Junior Preferred Stock, in


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

      (B)  The
Corporation shall declare a dividend or distribution on the Junior Preferred
Stock as provided in paragraph (A) of this Section immediately after it declares
a dividend or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock); provided that, in the event no dividend or distribution
shall have been declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $1.00 per share on the Junior Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment
Date.

       

      (C)  Dividends
shall begin to accrue and be cumulative on outstanding shares of Junior
Preferred Stock from the Quarterly Dividend Payment Date next preceding the date
of issue of such shares, unless the date of issue of such shares is prior to the
record date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of shares of Junior


       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

       

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

       

      III.  Voting
Rights

       

      The holders
of shares of Junior Preferred Stock shall have the following voting
rights:

       

      (A)  Subject
to the provision for adjustment hereinafter set forth, each share of Junior
Preferred Stock shall entitle the holder thereof to 100 votes on all matters
submitted to a vote of the stockholders of the Corporation.

       

      (B)  Except
as otherwise provided herein, or in any other resolutions of the Board creating
a series of Preferred Stock or any similar stock, or by law, the holders of
shares of Junior Preferred Stock and the holders of shares of Common Stock and
any other capital stock of the Corporation having general voting rights shall
vote together as one class on all matters submitted to a vote of stockholders of
the Corporation.

       

      (C)  Except
as set forth herein, in the Corporation's Certificate of Incorporation or as
otherwise provided by law, holders of Junior Preferred Stock shall have no
voting rights.

       

      IV. Certain
Restrictions

       

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

       

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

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

       

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

       

      (iii)
redeem or purchase or otherwise acquire for consideration shares of any stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Junior Preferred Stock, provided that the Corporation may at
any time redeem, purchase or otherwise acquire shares of any such junior stock
in exchange for shares of any stock of the Corporation ranking junior (either as
to dividends or upon dissolution, liquidation or winding up) to the Junior
Preferred Stock; or

       

      (iv)
redeem or purchase or otherwise acquire for consideration any shares of Junior
Preferred Stock, or any shares of stock ranking on a parity with the Junior
Preferred Stock, except in accordance with a purchase offer made in writing or
by publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or
classes.

       

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

       

      V.  Reacquired
Shares

       

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

       

      VI.
Liquidation, Dissolution or Winding Up

       

      Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior


       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

       

      (either as to
dividends or upon liquidation, dissolution or winding up) to the Junior
Preferred Stock unless, prior thereto, the holders of shares of Junior Preferred
Stock shall have received $100 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment, provided that the holders of shares of Junior Preferred Stock
shall be entitled to receive an aggregate amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100 times the aggregate
amount to be distributed per share to holders of shares of Common Stock, or (2)
to the holders of shares of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Junior Preferred Stock,
except distributions made ratably on the Junior Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding
up.  In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the aggregate amount to which holders of shares of Junior
Preferred Stock were entitled immediately prior to such event under the proviso
in clause (1) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

       

      VII.
Consolidation, Merger, etc.

       

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

       

      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

       

      denominator
of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.

       

      VIII.
Redemption

       

      The shares of
Junior Preferred Stock shall not be redeemable.

       

      IX.
Rank

       

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

       

      X.  Amendment

       

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

       

      IN WITNESS
WHEREOF, this Certificate of Designations is executed on behalf of the
Corporation by its President and attested by its Secretary this 5th day of
October, 1998.

       

      
        	 
      	
                /s/
      Thomas C. Curry

              	 
	 
      	
                Thomas
      C. Curry

              	 
	 
      	
                President

              	 


      

       

      Attest:

       

       

      
        	
                /s/
      Louis A. Greco

              
	
                Louis
      A. Greco

              
	
                Secretary

              


      

       

      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      

       

       

       

       

      EXHIBIT
B

       

      AS
SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED OR TRANSFERRED TO, OR HELD BY,
ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR
ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER
CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY
BE NULL AND VOID.

       

      SUMMARY
OF TERMS

       

      MSC.SOFTWARE
CORPORATION

       

      STOCKHOLDER
RIGHTS PLAN

       

      
        	
                Form
      of Security

              	 	
                The
      Board of Directors has declared a dividend of one preferred stock purchase
      right for each outstanding share of the Company’s Common Stock, payable to
      holders of record as of the close of business on October 16, 2008 (each a
      “Right”
      and collectively, the “Rights”).

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Issuance
      of Right Certificates; Transfer

              	 	
                Prior
      to the Distribution Date, (i) the Rights will be evidenced by the
      certificates for the common stock, par value $0.01 per share (“Common
      Stock”) of the Company and not separate certificates evidencing the
      Rights (a “Right
      Certificate”), and the registered holders of the Common Stock shall
      be deemed to be the registered holders of the associated Rights; and (ii)
      the Rights will be transferable only in connection with the transfer of
      the underlying shares of Common Stock.

                After
      the Distribution Date, the Rights Agent will mail separate Right
      Certificates to each record holder of the Common Stock as of the close of
      business on the Distribution Date, and thereafter the Rights will be
      transferable separately from the Common Stock.

              
	 	 	 
	
                Exercise

              	 	
                Prior
      to the Distribution Date, the Rights are not
  exercisable.

              
	 	 	 
	 
      	 	
                After
      the Distribution Date, but prior to the occurrence of an event described
      below under “Flip-In” or “Flip-Over”, each Right shall be exercisable to
      purchase, for $55.00, subject to adjustment (the “Purchase
      Price”), one one-hundredth of a share of Junior Participating
      Preferred Stock, par value $0.01 per share, of the
  Company.

              
	 	 	 
	
                Acquiring
      Person

              	 	
                Subject
      to certain exceptions, an “Acquiring
      Person” is any person or group who becomes the beneficial owner of
      20% or more of the Common Stock.  The exceptions include: (i)
      the Company’s employee benefit plans, (ii) any person that the Company’s
      Board of Directors determines exceeded the threshold inadvertently and
      then promptly divests the excess shares and (iii) any person who becomes
      an Acquiring Person because the Company repurchases outstanding shares of
      Common Stock unless such person acquires additional shares of Common
      Stock.

              


      

       

       

      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 
	
                Flip-In

              	 	
                If
      any person or group becomes an Acquiring Person, then each Right (other
      than Rights beneficially owned by the Acquiring Person and certain
      affiliated persons) will entitle the holder to purchase, for the Purchase
      Price, a number of shares of the Company’s Common Stock having a market
      value of twice the Purchase Price.

              
	 	 	 
	
                Flip-Over

              	 	
                If,
      after any person or group becomes an Acquiring Person, (1) the Company is
      involved in a merger or other business combination in which the Company is
      not the surviving corporation or its Common Stock is exchanged for other
      securities or assets or (2) the Company and/or one or more of its
      subsidiaries sell or otherwise transfer assets or earning power
      aggregating more than 50% of the assets or earning power of the Company
      and its subsidiaries, taken as a whole, then each Right will entitle the
      holder to purchase, for the Purchase Price, a number of shares of common
      stock of the other party to such business combination or sale (or in
      certain circumstances, an affiliate) having a market value of twice the
      Purchase Price.

              
	 	 	 
	
                Exchange

              	 	
                At
      any time after any person becomes an Acquiring Person (but before any
      person becomes the beneficial owner of 50% or more of the Company’s Common
      Stock or the occurrence of a merger, combination, sale or transfer
      described in “Flip-Over” above), the Board of Directors may exchange all
      or part of the Rights (other than the Rights beneficially owned by the
      Acquiring Person and certain affiliated persons) for shares of Common
      Stock at an exchange ratio of one share of Common Stock per
      Right.

              
	 	 	 
	
                Redemption

              	 	
                The
      Board of Directors may redeem all of the Rights at a price of $.01 per
      Right at any time prior to the time that any person becomes an Acquiring
      Person.

              


      

       

       

      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 
	
                Expiration

              	 	
                The
      Rights will expire on October 16, 2018, unless earlier exchanged or
      redeemed.

              
	 	 	 
	
                Amendments

              	 	
                Prior
      to any person becoming an Acquiring Person, the Rights Agreement may be
      amended in any respect.

              
	 	 	 
	 
      	 	
                After
      any person has become an Acquiring Person, the Rights Agreement may not be
      amended in any respect that would adversely affect the Rights holders
      (other than any Acquiring Person and certain affiliated persons) or cause
      the Rights again to become redeemable.

              
	 	 	 
	
                Voting
      Rights

              	 	
                Rights
      holders have no stockholder rights, including no right to vote or to
      receive dividends.

              
	 	 	 
	
                Antidilution
      Provisions

              	 	
                The
      Rights Agreement includes standard antidilution provisions designed to
      protect the efficacy of the Rights.

              
	 	 	 
	
                Taxes

              	 	
                While
      the dividend of the Rights will not be taxable to stockholders or to the
      Company, stockholders or the Company may, depending upon the
      circumstances, recognize taxable income in the event that the Rights
      become exercisable.

              


      

      
         

        _____________________

         

      

      A
copy of the Rights Agreement has been filed with the Securities and Exchange
Commission as an Exhibit to a Registration Statement on Form 8-A.  A
copy of the Rights Agreement is available free of charge from the
Company.  This summary description of the Rights does not purport to
be complete and is qualified in its entirety by reference to the Rights
Agreement, as amended from time to time, the complete terms of which are hereby
incorporated by reference.

       

      _____________________

      
         

        
          
            
            

          

          
            B-4

            
              

            

          

          
            
            

          

        

         

         

      

      EXHIBIT
C

       

      [FORM
OF RIGHT CERTIFICATE]

       

      
        	
                No.
      R -

              	
                [Number
      of] Rights

              


      

       

      NOT
EXERCISABLE AFTER THE EARLIER OF OCTOBER 16, 2018 AND THE DATE ON WHICH THE
RIGHTS EVIDENCED HEREBY ARE REDEEMED OR EXCHANGED BY THE COMPANY AS SET FORTH IN
THE RIGHTS AGREEMENT.  AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS
ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR
AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY
SUBSEQUENT HOLDER, MAY BE NULL AND VOID.

       

      RIGHT
CERTIFICATE

       

      MSC.SOFTWARE
CORPORATION

       

      This
Right Certificate certifies that ______________________, or registered assigns,
is the registered holder of the number of Rights set forth above, each of which
entitles the holder (upon the terms and subject to the conditions set forth in
the Rights Agreement dated as of October 10, 2008 (the “Rights
Agreement”) between MSC.Software Corporation, a Delaware corporation (the
“Company”),
and Mellon Investor Services LLC, as Rights Agent (the “Rights
Agent”)) to purchase from the Company, at any time after the Distribution
Date and prior to the Expiration Date, ___ one-hundredth[s] of a fully paid,
nonassessable share of Junior Participating Preferred Stock (the “Preferred
Stock”) of the Company at a purchase price of $55.00 per one
one-hundredth of a share (the “Purchase
Price”), subject to adjustment, payable in lawful money of the United
States of America, upon surrender of this Right Certificate, with the form of
election to purchase and related certificate duly executed, and payment of the
Purchase Price at an office of the Rights Agent designated for such
purpose.

       

      Terms
used herein and not otherwise defined herein shall have the meanings given to
them in the Rights Agreement.

       

      The
number of Rights evidenced by this Right Certificate (and the number and kind of
shares issuable upon exercise of each Right) and the Purchase Price set forth
above are as of October 16, 2008, and may have been or in the future be adjusted
as a result of the occurrence of certain events, as more fully provided in the
Rights Agreement.

       

      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

       

      Upon the
first occurrence of a ‎Section
9(a)(ii) Event,
if the Rights evidenced by this Right Certificate are beneficially owned by (a)
an Acquiring Person or an Associate or Affiliate of such Acquiring Person, (b) a
transferee of an Acquiring Person (or of any such Associate or Affiliate) who
(i) becomes a transferee after a ‎Section
9(a)(ii) Event,
(ii) becomes a transferee prior to or concurrently with a ‎Section
9(a)(ii) Event
and receives such Rights pursuant to either (A) a transfer (whether or not for
consideration) from the Acquiring Person (or any such Associate or Affiliate) to
holders of equity interests in such Acquiring Person (or in any Associate or
Affiliate) or to any Person with whom the Acquiring Person (or any such
Associate or Affiliate) has any continuing agreement, arrangement or
understanding regarding the transferred Rights or (B) a transfer which is part
of a plan, arrangement or understanding which has as a primary purpose or effect
the avoidance of these transfer restrictions, such Rights shall become null and
void without any further action, and no holder hereof shall have any rights
whatsoever with respect to such Rights.

       

      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 full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right Certificates, which
limitations of rights include the temporary suspension of the exercisability of
such Rights under the specific circumstances set forth in the Rights
Agreement.

       

      At
any time after the Distribution Date and prior to the Expiration Date, any Right
Certificate or Certificates may, upon the terms and subject to the conditions
set forth below in the Rights Agreement, be transferred or exchanged for another
Right Certificate or Certificates evidencing a like number of Rights as the
Right Certificate or Certificates surrendered.  Any registered holder
desiring to transfer or exchange any Right Certificate or Certificates shall
surrender such Right Certificate or Certificates (with, in the case of a
transfer, the form of assignment and certificate on the reverse side thereof
duly executed) to the Rights Agent at the principal office or offices of the
Rights Agent designated for such purpose.

       

      Subject
to the provisions of the Rights Agreement, the Board of Directors of the Company
may, at its option,

       

      (a)    at
any time prior to the occurrence of a ‎Section
9(a)(ii) Event
redeem all but not less than all of the then outstanding Rights at a redemption
price of $.01 per Right as such amount may be appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after the date
of the Rights Agreement; or

       

      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

       

      (b)    at
any time after the occurrence of a ‎Section
9(a)(ii) Event
exchange all or part of the then outstanding Rights (which shall not include
Rights that have become null and void pursuant to ‎Section
6(e)) for shares
of Common Stock at an exchange ratio of one share of Common Stock per Right
appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date of the Rights Agreement.  If the
Rights shall be exchanged in part, the holder of this Right Certificate shall be
entitled to receive upon surrender hereof another Right Certificate or
Certificates for the number of whole Rights not exchanged.

       

      The
Company shall not be required to issue fractions of shares of Preferred Stock
(other than fractions which are multiples of one one-hundredth of a share of
Preferred Stock) upon the exercise of the Rights or to distribute certificates
which evidence fractional shares of Preferred Stock (other than fractions which
are multiples of one one-hundredth of a share of Preferred Stock).  In
lieu of any such fractional shares of Preferred Stock, the Company shall pay to
the registered holders of Right Certificates at the time such Rights are
exercised an amount in cash equal to the same fraction of the current market
price of one one-hundredth of a share of Preferred Stock.  If this
Right Certificate shall be exercised in part, the holder shall be entitled to
receive upon surrender hereof another Right Certificate or Certificates for the
number of whole Rights not exercised.

       

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

       

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

       

       

      
        
          
          

        

        
          C-3

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal by its authorized officers.

       

      Dated
as of _____________________, 20__

       

      
        	 	
                MSC.SOFTWARE
      CORPORATION

              
	 	 
	 	 
	 	
                By:

              	 
      
	 	 
      	
                Name:

              	 
      
	 	 
      	
                Title:

              	 
      


      

       

      [SEAL]

       

      
        	
                Attest:

              
	 
	 
	 
      	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	
                [Secretary]

              


      

       

      Countersigned:

       

      
        	
                MELLON
      INVESTOR SERVICES LLC, 

                as
      Rights Agent

              
	 
	 
	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Form
of Reverse Side of Right Certificate

       

      FORM
OF ASSIGNMENT

       

      (To
be executed if the registered holder

      desires
to transfer the Right Certificate.)

       

      
        	
                FOR
      VALUE RECEIVED

              	 
      


      

       

      
        	
                hereby
      sells, assigns and transfers unto

              	 
      


      

       

      
        	 
      
	
                (Please
      print name and address of
transferee)

              


      

       

      
        	 
      


      

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

       

      Dated:
_____________________, 20__

       

      
        	 
      
	
                Signature

              


      

      Signature
Guaranteed:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      CERTIFICATE

       

      The
undersigned hereby certifies by checking the appropriate boxes
that:

       

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

       

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

       

      Dated:
__________, 20 __

       

       

      
        	 
	
                Signature

              


      

      
         

         

         

        _____________________

         

      

      The
signatures to the foregoing Assignment and Certificate 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.

       

      
        _____________________

         

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

      

       

      FORM
OF ELECTION TO PURCHASE

       

      (To
be executed if the registered holder desires to exercise Rights

       

      represented
by the Right Certificate.)

       

      To:           MSC.Software
Corporation

       

      The
undersigned hereby irrevocably elects to exercise ____________ Rights
represented by this Right Certificate to purchase shares of Preferred Stock
issuable upon the exercise of the Rights (or such other securities of the
Company or of any other person which may be issuable upon the exercise of the
Rights) and requests that certificates for such 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 shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance of such Rights shall be
registered in the name of and delivered to:

       

      
        	
                Please
      insert social security or other identifying number

              	 
      


      

       

      
        	 
      
	
                (Please
      print name and address)

              


      

       

      
        	 
      


      

       

      Dated:__________________,
20__

       

      
        	 
	
                Signature

              


      

      Signature
Guaranteed:

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      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 Acquiring Person (as such terms are defined in the Rights
Agreement); and

       

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

       

      Dated:
__________, 20 __

      
        	 
      
	
                Signature

              


      

      
         

         

         
_____________________

         

      

      The
signature to the foregoing Election to Purchase and Certificate 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.

       

      _____________________

         

         

      

       

       

       

       

       

      5