exh4_1.htm


    Exhibit
4.1

    


    


    


    MAXXAM
Inc.

    


    and

    


    American
Stock Transfer & Trust Company

    


    Rights
Agent

    


    RIGHTS
AGREEMENT

    


    Dated as
of December 15, 1999

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              Table
      of Contents

            
	 
      	
                   
      Page

            
	 
      
	
              Section 1.

            	
              Certain
      Definitions

            	
              1

            
	
              Section 2.

            	
              Appointment of Rights
      Agent

            	
              8

            
	
              Section 3.

            	
              Issuance of Rights
      Certificates

            	
              8

            
	
              Section 4.

            	
              Form of Rights
      Certificates

            	
              10

            
	
              Section 5.

            	
              Countersignature and
      Registration

            	
              11

            
	
              Section 6.

            	
              Transfer, Split Up,
      Combination and Exchange of Rights

            	 
      
	 
      	
              Certificates; Mutilated,
      Destroyed, Lost or Stolen Rights

            	 
      
	 
      	
              Certificates

            	
              11

            
	
              Section 7.

            	
              Exercise of Rights; Purchase
      Price; Expiration Date

            	 
      
	 
      	
              of Rights

            	
              12

            
	
              Section 8.

            	
              Cancellation and Destruction
      of Rights Certificate

            	
              15

            
	
              Section 9.

            	
              Reservation and Availability
      of Capital Stock

            	
              15

            
	
              Section 10.

            	
              Preferred Stock Record
      Date

            	
              17

            
	
              Section 11.

            	
              Adjustment of Purchase Price,
      Number and Kind of Shares or

            	 
      
	 
      	
              Number of
    Rights

            	
              17

            
	
              Section 12.

            	
              Certificate of Adjusted
      Purchase Price or Number of Shares

            	
              32

            
	
              Section 13.

            	
              Consolidation, Merger or Sale
      or Transfer of Property,

            	 
      
	 
      	
              Assets or Earning
      Power

            	
              32

            
	
              Section 14.

            	
              Fractional Rights and
      Fractional Shares

            	
              35

            
	
              Section 15.

            	
              Rights of
Action

            	
              36

            
	
              Section 16.

            	
              Agreement of Rights Holders
      Concerning Transfer and

            	 
      
	 
      	
              Ownership of
    Rights

            	
              36

            
	
              Section 17.

            	
              Rights Certificate Holder Not
      Deemed a Stockholder

            	
              38

            
	
              Section 18.

            	
              Concerning the Rights
      Agent

            	
              38

            
	
              Section 19.

            	
              Merger or Consolidation or
      Change of Name of Rights Agent

            	
              39

            
	
              Section 20.

            	
              Duties of Rights
      Agent

            	
              39

            
	
              Section 21.

            	
              Change of Rights
      Agent

            	
              42

            
	
              Section 22.

            	
              Issuance of New Rights
      Certificates

            	
              42

            
	
              Section 23.

            	
              Redemption and
      Termination

            	
              43

            
	
              Section 24.

            	
              Notice of Certain
      Events

            	
              44

            
	
              Section 25.

            	
              Notices

            	
              45

            
	
              Section 26.

            	
              Supplements and
      Amendments

            	
              46

            
	
              Section 27.

            	
              Successors

            	
              47

            
	
              Section 28.

            	
              Determinations and Actions by
      the Board of Directors, etc.

            	
              47

            
	
              Section 29.

            	
              Exchange

            	
              47

            
	
              Section 30.

            	
              Benefits of this
      Agreement

            	
              48

            
	
              Section 31.

            	
              Severability

            	
              48

            
	
              Section 32.

            	
              Governing Law

            	
              49

            
	
              Section 33.

            	
              Counterparts

            	
              49

            
	
              Section 34.

            	
              References

            	
              49

            
	
              Section 35.

            	
              Descriptive
      Headings

            	
              49

            
	
              Section 36.

            	
              Grammatical
      Construction

            	
              49

            


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    RIGHTS
AGREEMENT

    


    RIGHTS AGREEMENT, dated as of December
15, 1999 (the "Agreement") between MAXXAM Inc., a Delaware corporation (the
"Company"), and American Stock Transfer & Trust Company, as Rights Agent
(the "Rights Agent").

    


    WHEREAS, on December 15, 1999 (the
"Rights Dividend Declaration Date"), the Board of Directors of the Company has
authorized and declared a distribution of (i) one Series A Preferred Stock
Purchase Right (the "Series A Right") for each share of Class A $.05
Non-Cumulative Participating Convertible Preferred Stock, value $.50 per share
(the "Class A Preferred Stock"), outstanding on the Record Date (as defined in
Section 1) and (ii) one Series B Preferred Stock Purchase Right (the "Series B
Right") for each share of Common Stock, par value $.50 per share of the Company
Common Stock (as defined in Section 1), outstanding on the Record Date (the
Common Stock and the Class A Preferred Stock being hereinafter referred to
collectively as the "Stock"), and has authorized the issuance of one Series A
Right for each share of Class A Preferred Stock, and one Series B Right for each
share of Common Stock, issued between the Record Date (whether originally issued
or delivered from the Company's treasury) and the Distribution Date (as defined
in Section 1), and in certain cases following the Distribution Date. Each Series
A Right represents the right to purchase one additional share of Class A
Preferred Stock of the Company upon the terms and subject to the conditions
hereinafter set forth, and each Series B Right initially represents the right to
purchase one one-hundredth of a share of Class B Junior Participating Preferred
Stock of the Company having the rights, powers and preferences set forth in the
Certificate of Designation, Preferences and Rights attached hereto as Exhibit A,
upon the terms and subject to the conditions hereinafter set forth (the Series A
Rights and the Series B Rights being herein referred to collectively as the
"Rights").

    


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

    


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

    


    
      	
              (a)  

            	
              "Acquiring
      Person" means:

            


    

    


    
      	
               
      

            	
              (i)

            	
              any
      Person who or which, together with all Affiliates and Associates of such
      Person, shall be the Beneficial Owner of 15% or more of the Common Stock
      then outstanding, but shall not include the Company, any of its
      Subsidiaries, any employee benefit plan of the Company or of any
      Subsidiary of the Company, or any Person holding Common Stock for or
      pursuant to the terms of any such
plan.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
                                                           
      (ii)

            	
              Notwithstanding
      the foregoing, a Person does not become an "Acquiring Person" solely as
      the result of an acquisition of shares of Stock by the Company or a
      Subsidiary of the Company which, by reducing the number of shares
      outstanding, increases the proportionate number of shares beneficially
      owned by such Person to 15% or more of the shares of Common Stock then
      outstanding; provided, however, that if a Person becomes the Beneficial
      Owner of 15% or more of the shares of Common Stock then outstanding solely
      by reason of such a share acquisition by the Company or a Subsidiary of
      the Company and shall, thereafter, together with its Affiliates and
      Associates, become the Beneficial Owner of any additional shares of Common
      Stock (other than (x) through the exercise of any presently outstanding
      options, or the issuance hereafter by the Company of any options, stock
      appreciation rights or other securities convertible into or exercisable
      for stock (or the exercise of any such options, rights or other
      securities), (y) as a result of any dividend by the Company payable in
      stock or securities convertible into or exercisable for stock or (z) by
      reason of the acquisition by such Person of beneficial ownership of an
      aggregate of no more than 10,000 shares of Common Stock (such number to be
      appropriately adjusted to reflect stock dividends, splits,
      reclassifications and combinations from and after the date of this
      Agreement) in any single calendar year, provided that none of such shares
      are owned directly by such Person or nominees for such Person), then such
      Person shall, if such Person shall then meet the requirements of the first
      sentence of this paragraph (a) and shall not otherwise be exempted from
      this definition of "Acquiring Person," be deemed to be an Acquiring
      Person;

            


    

    


    
      	
                                                           
      (iii)

            	
              no
      Person who, together with all Affiliates and Associates of such Person, as
      of the date of this Agreement, is the Beneficial Owner of 15% or more of
      the outstanding Common Stock (an "Excepted Person") shall be deemed to be
      an Acquiring Person; provided, however, that if such Person shall,
      together with its Affiliates and Associates, become the Beneficial Owner
      of any additional shares of Common Stock (other than (x) through the
      exercise of any presently outstanding options, or the issuance hereafter
      by the Company of any options, stock appreciation rights or other
      securities convertible into or exercisable for stock (or the exercise of
      any such options, rights or other securities), (y) as a result of any
      dividend by the Company payable in stock or securities convertible into or
      exercisable for stock or (z) by reason of the acquisition by such Person
      of beneficial ownership of an aggregate of no more than 10,000 shares of
      Common Stock (such number to be appropriately adjusted to reflect stock
      dividends, splits, reclassifications and combinations) in any single
      calendar year, provided that none of such shares are owned directly by
      such Person or nominees for such Person), such Person shall, if such
      Person shall then meet the requirements of the first sentence of this
      paragraph (a) and shall not otherwise be exempted from this definition of
      "Acquiring Person," be deemed to be an Acquiring
  Person;

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
                                                            
      (iv)

            	
              no
      Person who is a member of an Excepted Group, nor any Person who shall
      thereafter become a member of such Excepted Group, shall be deemed to be
      an Acquiring Person, provided, however, that (x) if the aggregate number
      of shares of outstanding Common Stock beneficially owned by such Excepted
      Group shall hereafter increase (other than (A) through the exercise of any
      presently outstanding options, or the issuance hereafter by the Company of
      any options, stock appreciation rights or other securities convertible
      into or exercisable for stock (or the exercise of any such options, rights
      or other securities), (B) as a result of any dividend of the Company
      payable in stock or securities convertible into or exercisable for stock
      or (C) by reason of the acquisition by the members of such Excepted Group
      of beneficial ownership of an aggregate of no more than 10,000 shares of
      Common Stock (such number to be appropriately adjusted to reflect stock
      dividends, splits, reclassifications and combinations) in any single
      calendar year, provided, that none of such shares are owned directly by
      any member of such Excepted Group or nominees for any such member) or (y)
      there shall no longer be at least one member of such Excepted Group who
      was a member of such Excepted Group on the date of this Agreement, then,
      each such Person who shall then meet the requirements of the first
      sentence of this paragraph (a) and shall not otherwise be exempted from
      this definition of "Acquiring Person" shall then be deemed to be an
      Acquiring Person.

            


    

    


    
      	
               
      

            	
                                            
      (v)

            	
              no
      Person who makes an inadvertent acquisition of the beneficial ownership of
      15% or more of the Stock of the Company shall be deemed an "Acquiring
      Person" if the Board of Directors determines in good faith that such
      acquisition was inadvertent and such Person immediately divests itself of
      a sufficient number of shares of Stock so as to no longer be an Acquiring
      Person.

            


    

    


    
      	
                                                            
      (vi)

            	
              no
      Person who is or becomes the Beneficial Owner of 15% of the Stock of the
      Company then outstanding, shall be deemed an "Acquiring Person" if such
      Person has obtained the authorization of the Board of Directors for such
      acquisition.

            


    

    


    
      	
                                                    
      (b)

            	
              "Affiliate"
      and "Associate" when used with reference to any Person, has the meaning
      given to such term in Rule 12b-2 of the General Rules and Regulations
      under the Exchange Act, as in effect on the date of this
      Agreement.

            


    

    


    
      	
                                                    
      (c)

            	
              A
      Person shall be deemed the "Beneficial Owner" of, and shall be deemed to
      "beneficially own," and have "beneficial ownership" of any
      securities:

            


    

    


    
      	
               
      

            	
               (i)

            	
              which
      such Person or any Affiliate or Associate of such Person beneficially
      owns, directly, or indirectly;

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
                                                            
      (ii)

            	
              which
      such Person or any of such Person's Affiliates or Associates, has,
      directly or indirectly, the right to acquire (whether or not then
      exercisable) pursuant to any agreement, arrangement or understanding
      (whether or not in writing) or upon the exercise of conversion rights,
      exchange rights, rights (other than the Rights), warrants or options, or
      otherwise; provided, however, that a Person shall not be deemed the
      "Beneficial Owner" of, or to "beneficially own," (A) securities tendered
      pursuant to a tender or exchange offer made by or on behalf of such Person
      or any of such Person's Affiliates or Associates until such tendered
      securities are accepted for purchase or exchange thereunder or cease to be
      subject to withdrawal by the tendering securityholder, (B) securities
      obtainable upon exercise of Rights at any time prior to the occurrence of
      a Triggering Event, or (C) securities issuable upon exercise of Rights
      from and after the occurrence of a Triggering Event which Rights were
      acquired by such Person or any of such Person's Affiliates or Associates
      prior to the Distribution Date or pursuant to Section 3(a) or Section 22
      of this Agreement (the "Original Rights") or pursuant to Section 11(i) or
      Section 11(p) of this Agreement in connection with an adjustment made with
      respect to any Original Rights;

            


    

    


    
      	
                                                            
      (iii)

            	
              which
      such Person or any Affiliates or Associates of such Person has, directly
      or indirectly, the right (whether or not then exercisable) to vote, or to
      direct the voting of, including pursuant to any agreement, arrangement or
      understanding, whether or not in writing; provided, however, that a Person
      shall not be deemed the "Beneficial Owner" of, or to "beneficially own,"
      or have "beneficial ownership" of any security pursuant to this clause
      (iii) if such agreement, arrangement or understanding: (A) arises solely
      from a revocable proxy given in response to a public proxy or consent
      solicitation made pursuant to, and in accordance with, the applicable
      provisions of the General Rules and Regulations under the Exchange Act,
      and (B) is not also then reportable by such Person on Schedule 13D under
      the Exchange Act (or any comparable or successor schedule or
      report);

            


    

    


    
      	
                                                            
      (iv)

            	
              which
      such Person or any Affiliate or Associate of such Person has "beneficial
      ownership" of (as determined pursuant to Rule 13d-3 of the General Rules
      and Regulations under the Exchange Act or any comparable or successor
      provision); or

            


    

    


    
      	
               
      

            	
               (v)

            	
              which
      are beneficially owned, directly or indirectly, by any other Person (or
      any Affiliate or Associate of such Person) with which such Person (or any
      Affiliate or Associate of such Person) has any agreement, arrangement or
      understanding (whether or not in writing), for the purpose of acquiring,
      holding, voting (except pursuant to a revocable proxy as described in the
      proviso to subparagraph (iii) of this Section 1(d) or disposing of any
      securities of the Company.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
               
      

            	
              Nothing
      in this Section 1(c) shall cause a Person engaged in business as an
      underwriter of securities to be the "Beneficial Owner" of, or to
      "beneficially own," any securities acquired through such Person's
      participation in good faith in a firm commitment underwriting until the
      expiration of forty days after the date of such
    acquisition.

            


    

    


    
      	
                                                    
      (d)

            	
              "Board
      of Directors" means the Board of Directors of the Company, as the same is
      constituted from time to time, or if the Company ceases to exist as a
      result of a Business Combination or otherwise, the Board of Directors of
      the Company's successor, if any.

            


    

    


    
      	
                                                    
      (e)

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

            


    

    


    
      	
                                                    
      (f)

            	
              "Class
      A Preferred Stock" shall mean the Class A $.05 Non-Cumulative
      Participating Convertible Preferred Stock, par value $.50 per share, of
      the Company, except that "Class A Preferred Stock," when used with
      reference to any Person other than the Company (or with reference to the
      Company, if the Company is the Principal Party) shall mean the capital
      stock of such Person having rights, privileges, preferences and other
      terms substantially similar to the rights, privileges, preferences and
      other terms of the Class A Preferred
Stock.

            


    

    


    
      	
                                                    
      (g)

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

            


    

    


    
      	
                                                    
      (h)

            	
              "Common
      Stock" when used in reference to the Company prior to a Section 13 Event
      (defined in this Definition Section) shall mean the common stock, par
      value $.50 per share, of the Company. "Common Stock" when used with
      reference to any Person (other than the Company prior to a Section 13
      Event (defined in this Definition section)) shall mean Shares of capital
      stock of such Person (if such Person is a corporation) of any class or
      series, or units of equity interests in such Person (if such Person is not
      a corporation) of any class or series, the terms of which shares or units
      do not limit (as a fixed amount and not merely in proportional terms) the
      amount of dividends or income payable or distributable on such shares or
      units or the amount of property or assets distributable on such shares or
      units upon any voluntary or involuntary liquidation, dissolution or
      winding up of such Person and do not provide that such shares or units are
      subject to redemption at the option of such Person, or any shares of
      capital stock or units of equity interests into which the foregoing shall
      be reclassified or changed; provided, however, that if at any time there
      are more than one such class or series of capital stock of or equity
      interests in such Person, "Common Stock" of such Person will include all
      such classes and series substantially in the proportion of the total
      number of shares or other units of each such class or series outstanding
      at such time.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
                                                    
      (i)

            	
              "Distribution
      Date" means the earlier of (i) the Close of Business on the tenth day
      after the Stock Acquisition Date (or, if the tenth day after the Stock
      Acquisition Date occurs before the Record Date, the Close of Business on
      the Record Date) or (ii) the Close of Business on the tenth Business Day
      (or such later date as may be determined by the Company's Board of
      Directors) after the date that a tender or exchange offer by any Person
      (other than the Company, any Subsidiary of the Company, any employee
      benefit plan of the Company or of any Subsidiary of the Company, or any
      Person or entity organized, appointed or established by the Company for or
      pursuant to the terms of any such plan) is first published or sent or
      given within the meaning of Rule 14d-2(a) of the General Rules and
      Regulations under the Exchange Act (or any successor provision), if upon
      consummation thereof, such Person would be the Beneficial Owner of 15% or
      more of the shares of Common Stock then
  outstanding.

            


    

    


    
      	
                                                    
      (j)

            	
              "Excepted
      Group" means a group falling within the meanings of Section 13(d)(3) of
      the Exchange Act, as in effect on the date of this Agreement, and whose
      members on the date of this Agreement, beneficially own an aggregate of
      15% or more of the outstanding Common
Stock.

            


    

    


    
      	
                                                    
      (k)

            	
              "Exchange
      Act" shall mean the Securities Exchange Act of 1934, as amended, and any
      successor statute.

            


    

    


    
      	
                                                     (l)

            	
              "Expiration
      Date" means the Close of Business on December 11,
  2009.

            


    

    


    
      	
                                                    
      (m)

            	
              "Junior
      Preferred Stock" shall mean shares of Class B Junior Participating
      Preferred Stock, par value $.50 per share, of the Company, and, to the
      extent that there are not a sufficient number of shares of Class B Junior
      Participating Preferred Stock authorized to permit the full exercise of
      the Rights, any other series of preferred stock, par value $.50 per share,
      of the Company designated for such purpose containing rights, privileges,
      preferences and other terms substantially similar to the rights,
      privileges, preferences and other terms of the Junior Preferred
      Stock.

            


    

    


    
      	
                                                    
      (n)

            	
              "Person"
      shall mean any individual, corporation, partnership, limited liability
      company, joint venture, association, trust, unincorporated organization or
      other entity, and shall include any "group" as that term is used in Rule
      13d-5(d) under the Exchange Act or any successor
  provision.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
                                                    
      (o)

            	
              "Principal
      Party" shall mean: (i) in the case of any transaction described in clause
      (x) or (y) of the first sentence of Section 13(a), the Person that is the
      issuer of any securities into which shares of capital stock of the Company
      are converted in such merger or consolidation (or, if there is more than
      one such Person, the Person that is the issuer of the Common Stock having
      the greatest aggregate market value), and if no securities are so issued,
      the Person that is the other party to such merger or consolidation; and
      (ii) in the case of any transaction described in clause (z) of the first
      sentence of Section 13(a), the Person that is the party receiving the
      greatest portion of the assets or earning power transferred pursuant to
      such transaction or transactions; provided, however, that in any such
      case, (1) if the Common Stock of such Person is not at such time and has
      not been continuously over the preceding twelve (12) month period
      registered under Section 12 of the Exchange Act, and such Person is a
      direct or indirect Subsidiary of another Person the Common Stock of which
      is and has been so registered, "Principal Party" shall refer to such other
      Person; and (2) 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.

            


    

    


    
      	
                                                    
      (p)

            	
              "Record
      Date" means the Close of Business on December 29,
  1999.

            


    

    


    
      	
                                                    
      (q)

            	
              "Redemption
      Date" means the time at which the Rights are scheduled to be redeemed as
      provided in Section 23.

            


    

    


    
      	
                                                    
      (r)

            	
              "Rights
      Agent" means American Stock Transfer & Trust Company, or any Co-Rights
      Agent or Successor Rights Agent appointed by the Company pursuant to
      Section 2.

            


    

    


    
      	
                                                    
      (s)

            	
              "Section
      11(a)(ii) Event" shall mean any event described in Section 11(a)(ii) (A),
      (B) or (C) of this Agreement.

            


    

    


    
      	
                                                    
      (t)

            	
              "Securities
      Act" means the Securities Act of 1933, as amended, and any successor
      statute.

            


    

    


    
      	
                                                    
      (u)

            	
              "Section
      13 Event" shall mean any event described in clauses (x), (y) or (z) of
      Section 13(a) of this Agreement.

            


    

    


    
      	
                                                    
      (v)

            	
              "Stock
      Acquisition Date" shall mean the first date of public disclosure (which,
      for purposes of this definition, shall include, without limitation, a
      report filed pursuant to Section 13(d) under the Exchange Act) by the
      Company or an Acquiring Person that an Acquiring Person has become
      such.

            


    

    


                        

      	
                                                    
      (w)

            	
              "Subsidiary"
      shall mean, with reference to any Person, any other Person of which an
      amount of voting securities sufficient to elect at least a majority of the
      directors or other governing body is owned, directly or indirectly, by
      such Person, or otherwise controlled by such
  Person.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
                                                    
      (x)

            	
              "Tender
      Offer Date" means the date of commencement or public disclosure of an
      intention to commence (including any such commencement or public
      disclosure which occurs on or after the date of this Agreement and prior
      to the issuance of the Rights) a tender offer or exchange offer by a
      Person if, after acquiring the maximum number of securities sought
      pursuant to such offer, such Person, or any Affiliate or Associate of such
      Person, would be an Acquiring
Person.

            


    

    


    
      	
                                                    
      (y)

            	
              "Triggering
      Event" occurs when a Person becomes an Acquiring Person as set forth in
      Section 11(a)(ii) or Section 13.

            


    

    


    
      	
                                                     (z)

            	
              "Other
      Definitions". The following terms have the meanings ascribed to them in
      the Sections noted:

            


    

    


    
      	 
      	
              Adjustment
    Shares

            	 
      	
              Section
  11(a)(ii)

            
	 
      	
              Class A Preferred
      Equivalents

            	 
      	
              Section
    11(a)(iii)

            
	 
      	
              Common Stock
      Equivalents

            	 
      	
              Section
    11(a)(iii)

            
	 
      	
              Current market
      price

            	 
      	
              Section 11(d)

            
	 
      	
              Junior Equivalent Preferred
      Stock

            	 
      	
              Section 11(b)

            
	 
      	
              Purchase Price

            	 
      	
              Sections 7(b), 11(a)(ii) and
      13(a)

            
	 
      	
              Redemption
Price

            	 
      	
              Section 23(a)

            
	 
      	
              Rights
    Certificates

            	 
      	
              Section 3(a)

            
	 
      	
              Section 11(a)(ii) Trigger
      Date

            	 
      	
              Section
    11(a)(iii)

            
	 
      	
              Series A Current
      Value

            	 
      	
              Section
    11(a)(iii)

            
	 
      	
              Series B Current
      Value

            	 
      	
              Section
    11(a)(iii)

            
	 
      	
              Series A Spread

            	 
      	
              Section
    11(a)(iii)

            
	 
      	
              Series B Spread

            	 
      	
              Section
    11(a)(iii)

            
	 
      	
              Substitution
    Period

            	 
      	
              Section
    11(a)(iii)

            
	 
      	
              Trading Day

            	 
      	
              Section
  11(d)(i)

            


    

    


    Section 2.    
Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act
as agent for the Company and the holders of the Rights (who, in accordance with
Section 3 of this Agreement, shall prior to the Distribution Date also be the
holders of the Stock) in accordance with the terms and conditions set forth in
this Agreement, 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.

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    Section
3.      Issuance of Rights Certificates.

    


    
      	
                                                    
      (a)

            	
              Until
      the Distribution Date (i) the Rights will be issued in respect of the
      Stock, will be evidenced (subject to the provisions of paragraph (b) of
      this Section 3) by the certificates for the Stock registered in the names
      of the holders of the Stock (which certificates for Stock shall be deemed
      also to be certificates for Rights) and not by separate certificates, and
      (ii) the Rights will be transferable only in connection with the transfer
      of the underlying shares of Stock (including a transfer to the Company).
      As soon as practicable after the Distribution Date, the Rights Agent will
      send by first-class, insured, postage prepaid mail, to each record holder
      of the Stock as of the Close of Business on the Distribution Date, at the
      address of such holder shown on the records of the Company, one or more
      right certificates, in substantially the form of Exhibits B and C hereto,
      as the case may be (the "Rights Certificates"), evidencing one Series A
      Right for each share of Class A Preferred Stock so held and one Series B
      Right for each share of Common Stock so held, subject to adjustment as
      provided herein. In the event that an adjustment in the number of Rights
      per share of Stock has been made pursuant to Section 11(i) or Section
      11(p) of this Agreement, at the time of distribution of the Rights
      Certificates the Company may, at its option, make appropriate rounding
      adjustments (in accordance with Section 14(a) of this Agreement) so that
      Rights Certificates representing only whole numbers of Rights are
      distributed and cash is paid in lieu of any fractional Rights. As of and
      after the Distribution Date, the Rights will be evidenced solely by such
      Rights Certificates.

            


    

    


    
      	
                                                    
      (b)

            	
              The
      Company shall send a copy of the document entitled "Summary of Rights to
      Purchase Preferred Stock," in substantially the form attached hereto as
      Exhibit D, by first class, postage prepaid mail, to each record holder of
      Stock as of the Close of Business on the Record Date, at the address of
      such holder shown on the records of the Company. With respect to
      certificates for Stock outstanding as of the Record Date, until the
      Distribution Date, the Rights associated with the Stock evidenced by such
      certificates will be evidenced by such certificates alone and the
      registered holders of the Stock shall also be the registered holders of
      the associated Rights. Until the earlier of the Distribution Date or the
      Expiration Date, the transfer of any certificates representing shares of
      Stock in respect of which Rights have been issued shall also constitute
      the transfer of the Rights associated with the shares of Stock represented
      by such certificates.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
                                                    
      (c)

            	
              Rights
      shall be issued in respect of all shares of Stock which are issued
      (whether originally issued or from the Company's treasury) after the
      Record Date but prior to the earlier of the Distribution Date or the
      Expiration Date. Certificates representing such shares of Stock shall also
      be deemed to be certificates for Rights, and shall bear the following
      legend:

            


    

    


    
      	
               
      

            	
              This
      certificate also evidences and entitles the holder hereof to certain
      Rights as set forth in that certain Rights Agreement between MAXXAM Inc.
      (the "Company") and American Stock Transfer & Trust Company (the
      "Rights Agent"), dated as of December 15, 1999; as the same has been or
      may hereafter be amended or supplemented (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. Under
      certain circumstances, as set forth in the Rights Agreement, such Rights
      will be evidenced by separate certificates and will no longer be evidenced
      by this certificate. The Company will mail to the holder of this
      certificate a copy of the Rights Agreement, as in effect on the date of
      mailing, without charge promptly after receipt of a written request
      therefor. Under certain circumstances as set forth in the Rights
      Agreement, Rights issued to, or held by any Person who is, was or becomes
      an Acquiring Person or any Affiliate or Associate thereof (as such terms
      are defined in the Rights Agreement), whether currently held by or on
      behalf of such Person or by any subsequent holder, may become null and
      void.

            


    

    


    
      	
               
      

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

            


    

    


    
      	
                                                    
      (d)

            	
              Certificates
      representing shares of Stock issued after the Record Date and prior to the
      Distribution Date in exchange or substitution for, or in replacement of,
      other Stock certificates or upon transfer of shares of Stock shall bear
      the legend set forth in Section 3(c) of this
  Agreement.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    Section
4.      Form of Rights Certificates.

    


    
      	
                                                    
      (a)

            	
              The
      Rights Certificates (and the forms of election to purchase shares and the
      form of assignment to be printed on the reverse thereof) shall each be
      substantially in the forms set forth in Exhibits B and C hereto, as the
      case may be, and may have such marks of identification or designation and
      such legends, summaries or endorsements printed thereon as the Company may
      deem appropriate and as are not inconsistent with the provisions of this
      Agreement, or as may be required to comply with any applicable law or with
      any rule or regulation made pursuant thereto or with any rule or
      regulation of any stock exchange on which the Rights may from time to time
      be listed, or to conform to usage. Subject to the provisions of Section 11
      and Section 22 of this Agreement, the Rights Certificates, whenever
      distributed, shall be dated as of the Record Date and on their face shall
      entitle the holders thereof to purchase (i) in the case of Series A
      Rights, the number of shares of Class A Preferred Stock, and (ii) in the
      case of Series B Rights, such number of one one-hundredths of a share of
      Junior Preferred Stock, as shall be set forth therein at the Purchase
      Price set forth therein, but the number and kind of securities purchasable
      upon the exercise of each Right and the Purchase Price thereof shall be
      subject to adjustment as provided
herein.

            


    

    


    
      	
                                                    
      (b)

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

            


    

    


    The
Rights represented by this Rights Certificate are or were beneficially owned by
a Person who was or became an Acquiring Person or an Affiliate or Associate of
an Acquiring Person (as such terms are defined in the Rights Agreement).
Accordingly, this Rights Certificate and the Rights represented hereby are or
may become null and void in the circumstances specified in Section 7(e) of the
Rights Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


                   
Section 5.      Countersignature and
Registration.

    


    
      	
                                                    
      (a)

            	
              The
      Rights Certificates shall be executed on behalf of the Company by its
      Chairman, its President or any Vice President thereunto duly authorized,
      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 Rights Certificates shall be manually
      countersigned by the Rights Agent and shall not be valid for any purpose
      unless so countersigned. In case any officer of the Company who shall have
      signed any of the Rights Certificates shall cease to be such officer of
      the Company before countersignature by the Rights Agent and issuance and
      delivery by the Company, such Rights Certificates nevertheless may be
      countersigned by the Rights Agent and issued and delivered by the Company
      with the same force and effect as though the person who signed such Rights
      Certificates had not ceased to be such officer of the Company; and any
      Rights Certificates may be signed on behalf of the Company by any person
      who, at the actual date of the execution of such Rights Certificate, shall
      be a proper officer of the Company to sign such Rights Certificate,
      although at the date of the execution of this Agreement any such Person
      was not such an officer.

            


    

    


    
      	
                                                     (b)

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

            


    

    


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

    


    
      	
                                                    
      (a)

            	
              Subject
      to the provisions of Section 4(b), Section 7(e) and Section 14 of this
      Agreement, at any time after the Close of Business on the Distribution
      Date, and at or prior to the Close of Business on the Expiration Date, any
      Rights Certificate or Certificates may be transferred, divided, combined
      or exchanged for another Rights Certificate or Certificates, entitling the
      registered holder to purchase a like number of shares of Class A Preferred
      Stock or one one-hundredths of a share of Junior Preferred Stock (or,
      following a Triggering Event, Class A Preferred Stock, Common Stock, other
      securities, cash or other assets, as the case may be) as the Rights
      Certificate or Certificates surrendered then entitled such holder (or
      former holder in the case of a transfer) to purchase. Any registered
      holder desiring to transfer, divide, combine or exchange any Rights
      Certificate or Certificates shall make such request in writing delivered
      to the Rights Agent, and shall surrender the Rights Certificate or
      Certificates to be transferred, split up, combined or exchanged at the
      principal office or offices of the Rights Agent designated for such
      purpose. Neither the Rights Agent nor the Company shall be obligated to
      take any action whatsoever with respect to the transfer of any such
      surrendered Rights Certificate until the registered holder shall have
      completed and signed the
certificate

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                 

              	contained in the
      form of assignment on the reverse side of such Rights Certificate and
      shall have provided such additional evidence of the identity of the
      Beneficial Owner (or) former Beneficial Owner) or its Affiliates or
      Associates as the Company shall reasonably request.  Thereupon the
      Rights Agent shall, subject to Section 4(b), Section 7(e) and Section 14
      of this Agreement, countersign, and deliver to the Person entitled thereto
      a Rights Certificate (or Rights Certificates, as the case may be) as so
      requested. As a condition of such transfer, division, combinatio or
      exchange, the Company may require payment of a sum sufficient to cover any
      tax or governmental charge that may be imposed in connection with any
      transfer, split up, combination or exchange of Rights
    Certificates.


      

      
 

    

    
      	
                                                    
      (b)

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

            


    

    


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

    


    
      	
                                                    
      (a)

            	
              Subject
      to Section 7(e) of this Agreement, the registered holders of any Rights
      Certificate may exercise the Rights evidenced thereby as provided in this
      Agreement in whole or in part at any time after the Distribution Date upon
      surrender of the Rights Certificate, with the form of election to purchase
      and the 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, together with payment of the aggregate
      Purchase Price with respect to the total number of shares of Class A
      Preferred Stock or one one-hundredths of a share of Junior Preferred Stock
      (or other securities, cash, or other property or other assets, as the case
      may be), at or prior to the earliest of the Expiration Date or the
      Redemption Date.

            


    

    


    
      	
                                                    
      (b)

            	
              The
      Purchase Price for each share of Class A Preferred Stock pursuant to the
      exercise of a Series A Right shall initially be $165, and shall be subject
      to adjustment from time to time as provided in Sections 11 and 13(a) of
      this Agreement and shall be payable in accordance with paragraph (c)
      below. The Purchase Price for each one one-hundredth of a share of Junior
      Preferred Stock pursuant to the exercise of a Series B Right shall
      initially be $165, and shall be subject to adjustment from time to time as
      provided in Sections 11 and 13(a) of this Agreement and shall be payable
      in accordance with paragraph (c) below. The Board of Directors, in its
      discretion, may determine that part or all of the Purchase Price may be
      paid in consideration other than cash, including without limitation
      promissory notes.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
                                                    
      (c)

            	
              Upon
      receipt of a Rights Certificate representing exercisable Rights, with the
      form of election to purchase and the certificate duly executed,
      accompanied by payment, with respect to each Right so exercised, of the
      applicable Purchase Price and an amount equal to any applicable transfer
      tax, the Rights Agent shall, subject to Section 20(k) of this Agreement,
      thereupon promptly (i) (A) requisition, from any transfer agent of the
      shares of Class A Preferred Stock and Junior Preferred Stock, as the case
      may be (or make available, if the Rights Agent is the transfer agent for
      such shares), certificates for the total number of shares of Class A
      Preferred Stock or one one-hundredths of a share of Junior Preferred Stock
      to be purchased, and the Company hereby irrevocably authorizes its
      transfer agent to comply with all such requests, or (B) if the Company
      shall have elected to deposit the total number of shares of Class A
      Preferred Stock and Junior Preferred Stock issuable upon exercise of the
      Rights hereunder with a depositary agent, requisition from the depositary
      agent depositary receipts representing such number of shares of Class A
      Preferred Stock or one one-hundredths of a share of Junior Preferred Stock
      as are to be purchased (in which case certificates for the shares of Class
      A Preferred Stock and Junior Preferred Stock represented by such receipts
      shall be deposited by the transfer agent with the depositary agent), and
      the Company will direct the depositary agent to comply with such request,
      (ii) requisition from the Company the amount of cash, if any, to be paid
      in lieu of fractional shares in accordance with Section 14 of this
      Agreement, (iii) after receipt of such certificates or depositary
      receipts, cause the same to be delivered to or upon the order of the
      registered holder of such Rights Certificate, registered in such name or
      names as may be designated by such holder, and (iv) after receipt thereof,
      deliver such cash, if any, to or upon the order of the registered holder
      of such Rights Certificate. The payment of the applicable Purchase Price
      (as such amount may be reduced pursuant to Section 11(a)(iii) of this
      Agreement, and subject to the provisions of paragraph (b) of this Section
      7) shall be made by check (subject to collection), cashier's bank check,
      certified bank check or money order payable to the order of the Company,
      or in such other form as shall be acceptable to the Company and the Rights
      Agent. In the event that the Company is obligated to issue other
      securities (including Common Stock) of the Company or pay cash and/or
      distribute other property pursuant to Section 11(a) of this Agreement, the
      Company will make all arrangements necessary so that such other
      securities, cash and/or other property are available for distribution by
      the Rights Agent, if and when appropriate. The Company reserves the right
      to require prior to the occurrence of a Triggering Event that, upon any
      exercise of Rights, a number of Rights be exercised so that only whole
      shares of Class A Preferred Stock or Junior Preferred Stock would be
      issued.

            


    

    


    
      	
                                                   
      (d)

            	
              In
      case the registered holder of any Rights Certificate shall exercise less
      than all the Rights evidenced thereby, a new Rights Certificate evidencing
      Rights equivalent to the Rights remaining unexercised shall be issued by
      the Rights Agent and delivered to, or upon the order of, the registered
      holder of such Rights Certificate, registered in such name or names as may
      be designated by such holder, subject to the provisions of Section 14 of
      this Agreement and subject to the payment of any tax or governmental
      charge that may be imposed in connection
  therewith.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
                                                    
      (e)

            	
              Notwithstanding
      anything in this Agreement to the contrary, from and after the first
      occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by
      (i) an Acquiring Person or an Associate or Affiliate of an Acquiring
      Person, (ii) a direct or indirect transferee of an Acquiring Person (or of
      any such Associate or Affiliate) who becomes a transferee after the
      Acquiring Person becomes such, or (iii) a transferee of an Acquiring
      Person (or of any such Associate or Affiliate) who becomes a transferee
      prior to or concurrently with the Acquiring Person becoming such and
      receives such Rights pursuant to either (A) a direct or indirect transfer
      (whether or not for consideration) from the Acquiring Person to holders of
      equity interests in such Acquiring Person or to any Person with whom the
      Acquiring Person has any continuing agreement, arrangement or
      understanding regarding the transferred Rights or (B) a direct or indirect
      transfer which the Board of Directors of the Company has determined is
      part of a plan, arrangement or understanding which has as a primary
      purpose or effect the avoidance of this Section 7(e), shall become null
      and void without any further action and no holder of such Rights shall
      have any rights whatsoever with respect to such Rights, whether under any
      provision of this Agreement or otherwise. The Company shall use all
      reasonable efforts to ensure that the provisions of this Section 7(e) and
      Section 4(b) are complied with, but shall have no liability to any holder
      of Rights Certificates or other Person as a result of its failure to make
      (including any such failure or delay by the Board of Directors of the
      Company) any determinations with respect to an Acquiring Person or any of
      its Affiliates, Associates or transferees
  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 a
      registered holder upon the occurrence of any purported exercise as set
      forth in this Section 7 unless such registered holder shall have (i)
      completed and signed the certificate contained in the form of election to
      purchase set forth on the reverse side of the Rights Certificate
      surrendered for such exercise and (ii) provided such additional evidence
      of the identity of the Beneficial Owner (or former Beneficial Owner) or
      Affiliates or Associates thereof as the Company shall reasonably
      request.

            


    

    


    Section
8.      Cancellation and Destruction of Rights
Certificates.

    


    All Rights Certificates surrendered for
the purpose of exercise, transfer, division, combination, exchange or
replacement shall, if surrendered to the Company or any of its agents, be
delivered to the Rights Agent for cancellation or in cancelled form, or, if
surrendered to the Rights Agent, shall be cancelled by it, and no Rights
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Agreement. The Rights Agent shall deliver all
cancelled Rights Certificates to the Company, or shall, at the written request
of the Company, destroy such canceled Rights Certificates, and in such case
shall deliver a certificate of destruction thereof to the Company.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    Section
9.      Reservation and Availability of Capital
Stock.

    


    
      	
                                                    
      (a)

            	
              The
      Company covenants and agrees that, until a Triggering Event, it will cause
      to be reserved and kept available out of its valid and unissued shares of
      Class A Preferred Stock and Junior Preferred Stock sufficient shares of
      Class A Preferred Stock and Junior Preferred Stock so as to permit the
      exercise in full of all outstanding Rights in accordance with this
      Agreement from and after a Distribution Date and prior to any Triggering
      Event. The Company also covenants that, from and after a Triggering Event,
      it will cause to be reserved and kept available out of its authorized and
      unissued shares of Class A Preferred Stock, Common Stock and/or other
      securities or out of its valid and issued shares held in its treasury, the
      number of shares of Class A Preferred Stock, Common Stock and/or other
      securities that, as provided in this Agreement including Section
      11(a)(iii) of this Agreement, will be sufficient to permit the exercise in
      full of all outstanding Rights. In each case, the Company shall, to the
      extent necessary to satisfy the above requirements, designate as Class A
      Preferred Stock any available authorized shares of "blank check" or
      undesignated preferred stock.

            


    

    


    
      	
                                                    
      (b)

            	
              So
      long as the shares of Class A Preferred Stock and Junior Preferred Stock
      (and, following the occurrence of a Triggering Event, Common Stock and/or
      other securities) issuable and deliverable upon the exercise of any Rights
      may be listed on any United States national securities exchange or quoted
      on any automated quotation system, the Company shall use its best efforts
      to cause, from and after such time as the Rights become exercisable, all
      shares reserved for such issuance to be listed on such exchange or quoted
      on any automated quotation system upon official notice of issuance upon
      such exercise.

            


    

    


    
      	
                                                    
      (c)

            	
              The
      Company shall use its best efforts to (i) file, as soon, as practicable
      following the earliest date after the first occurrence of a Section
      11(a)(ii) Event on which the consideration to be delivered by the Company
      upon exercise of the Rights has been determined in accordance with Section
      11(a)(iii) of this Agreement, a registration statement under the
      Securities Act of 1933, with respect to any securities issuable upon
      exercise of any Rights on an appropriate form, (ii) cause such
      registration statement to become effective as soon as practicable after
      such filing, and (iii) cause such registration statement to remain
      effective (with a prospectus at all times meeting the requirements of the
      Securities Act) until the earlier of (A) the date as of which such Rights
      are no longer exercisable for such securities, and (B) the date of the
      expiration of the Rights. The Company will also take such action as may be
      appropriate under, or to ensure compliance with, the securities or "blue
      sky" laws of the various states in connection with the exercisability of
      the Rights. The Company may temporarily suspend, for a period of time not
      to exceed ninety (90) days after the date set forth in clause (i) of the
      first sentence of this Section 9(c), the exercisability of any Series of
      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 such Series of
      Rights has been temporarily suspended, as well as a public announcement at
      such time as the suspension is no longer in effect. In addition, if the
      Company shall determine that a registration statement is required
      following the Distribution Date, the Company may temporarily suspend the
      exercisability of any Series of Rights until such time as an appropriate
      registration statement has been declared effective. Notwithstanding any
      provision of this Agreement to the contrary, Rights shall not be
      exercisable in any jurisdiction if any requisite qualification in such
      jurisdiction shall not have been obtained, the exercise thereof shall not
      be permitted under applicable law or a required registration statement
      shall not have been declared
effective.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
                                                    
      (d)

            	
              The
      Company covenants and agrees that it will take all such action as may be
      necessary to ensure that all Class A Preferred Stock and one
      one-hundredths of a share of Junior Preferred Stock (and, following the
      occurrence of a Triggering Event, Common Stock and/or other securities)
      delivered upon exercise of Rights shall, at the time of delivery of the
      certificates for such shares (subject to payment of the Purchase Price),
      be duly and validly authorized and issued and fully paid and
      nonassessable.

            


    

    


    
      	
                                                    
      (e)

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

            


    

    


    Section 10.   Preferred
Stock Record Date. Each Person in whose name any certificate for Class A
Preferred Stock or a number of one one-hundredths of a share of Junior Preferred
Stock (or Common Stock and/or other securities, as the case may be) is issued
upon the exercise of Rights shall for all purposes be deemed to have become the
holder of record of such Class A Preferred Stock or fractional shares of Junior
Preferred Stock (or Common Stock and/or other securities, as the case may be)
represented thereby on, and such certificate shall be dated, the date upon which
the Rights Certificate evidencing such Rights was duly surrendered and payment
of the Purchase Price (and all applicable transfer taxes) was made; provided,
however, that if the date upon such surrender and payment is a date upon which
the Class A Preferred Stock or Junior Preferred Stock (or Common Stock and/or
other securities, as the case may be) transfer books of the Company are closed,
such Person shall be deemed to have become the record holder of such shares
(fractional or otherwise) on, and such certificate shall be dated, the next
succeeding Business Day on which the Class A Preferred Stock or Junior Preferred
Stock (or Common Stock and/or other securities, as the case may be) transfer
books of the Company are open. Prior to the exercise of the Rights evidenced
thereby, the holder of a Rights 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, without limitation, the right to vote, to
receive dividends or other distributions or to exercise any preemptive rights,
and shall not be entitled to receive any notice of any proceedings of the
Company, except as provided herein.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


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

    


    
      	
                                                    
      (a)

            	
              (i)
      In the event the Company shall at any time after the date of this
      Agreement (A) declare a dividend on the Class A Preferred Stock payable in
      shares of Class A Preferred Stock, (B) subdivide the outstanding Class A
      Preferred Stock, (C) combine the outstanding Class A Preferred Stock into
      a smaller number of shares or (D) issue any shares of its capital stock in
      a reclassification of the Class A Preferred Stock (including any such
      reclassification in connection with a consolidation or merger in which the
      Company is the continuing or surviving corporation), except as otherwise
      provided in this Section 11(a) or in Section 7(e) of this Agreement, the
      Purchase Price in effect at the time of the record date for such dividend
      or of the effective date of such subdivision, combination or
      reclassification, and the number and kind of shares of Class A Preferred
      Stock or capital stock, as the case may be, issuable on such date, shall
      be proportionately adjusted so that the holder of any Series A Right
      exercised after such time shall be entitled to receive, upon payment of
      the Purchase Price then in effect, the aggregate number and kind of shares
      of Class A Preferred Stock or capital stock, as the case may be, which, if
      such Right had been exercised immediately prior to such date and at a time
      when the Class A Preferred Stock transfer books of the Company were open,
      he would have owned upon such exercise and been entitled to receive by
      virtue of such dividend, subdivision, combination or reclassification. In
      the event, the Company shall at any time after the date of this Agreement
      (I) declare a dividend on the Junior Preferred Stock payable in shares of
      Junior Preferred Stock, (II) subdivide the outstanding Junior Preferred
      Stock, (III) combine the outstanding Junior Preferred Stock into a smaller
      number of shares or (IV) issue any shares of its capital stock in a
      reclassification of the Junior Preferred Stock (including any such
      reclassification in connection with a consolidation or merger in which the
      Company is the continuing or surviving corporation), except as otherwise
      provided in this Section 11(a) or in Section 7(e) of this Agreement, the
      Purchase Price in effect at the time of the record date for such dividend
      or of the effective date of such subdivision, combination or
      reclassification, and the number and kind of shares of Junior Preferred
      Stock or capital stock, as the case may be, issuable on such date, shall
      be proportionately adjusted so that the holder of any Series B Right
      exercised after such time shall be entitled to receive, upon payment of
      the Purchase Price then in effect, the aggregate number and kind of shares
      of Junior Preferred Stock or capital stock, as the case may be, which, if
      such Right had been exercised immediately prior to such date and at a time
      when the Junior Preferred Stock transfer books of the Company were open,
      he would have owned upon such exercise and been entitled to receive by
      virtue of such dividend, subdivision, combination or reclassification. If
      any event occurs which would require an adjustment under both this Section
      11(a)(i) and Section 11(a)(ii) of this Agreement, the adjustment provided
      for in this Section 11(a)(i) shall be made prior to, any adjustment
      required pursuant to Section 11(a)(ii) of this
  Agreement.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


                                                  
(ii)          In the
event:

    


    
      	
               
      

            	
                                             (A)

            	
              any
      Acquiring Person or any Associate or Affiliate of any Acquiring Person, at
      any time after the date of this Agreement, directly or indirectly, (1)
      shall merge into the Company or otherwise consolidate with the Company,
      and the Company shall be the continuing or surviving corporation of such
      merger or combination and the capital stock of the Company shall remain
      outstanding and unchanged, (2) shall, in one transaction or a series
      of transactions, transfer any assets to the Company  or
      to any of its Subsidiaries in exchange (in whole or in part) or shares of
      Common Stock, for shares of other equity securities of the Company, or for
      securities exercisable for or convertible into shares of equity securities
      of the Company (Common Stock or otherwise), or otherwise obtain from the
      Company, with or without consideration, any additional shares of such
      equity securities or securities exercisable for or convertible into shares
      of such equity securities (other than pursuant to a pro rata distribution
      to all holders of a class of capital stock), (3) shall sell, purchase,
      lease, exchange, mortgage, pledge, transfer or otherwise acquire or
      dispose of, in one transaction or a series of transactions, to, from or
      with (as the case may be) the Company or any of its Subsidiaries, assets
      on term and conditions less favorable to the Company than the Company
      would be able to obtain in arm's-length negotiations with an unaffiliated
      third party, other than pursuant to a transaction to which Section 13(a)
      applies, (4) shall sell, purchase, lease, exchange, mortgage, pledge,
      transfer or otherwise acquire or dispose of, in one transaction or a
      series of transactions, to, from or with (as the case may be) the Company
      or any of its Subsidiaries (other than incidental to the lines of
      business, if any engaged in as of the date of this Agreement between the
      Company and such Acquiring Person or Associate or Affiliate) assets having
      an aggregate fair market value of more than 3% of the total assets of the
      Company, other than pursuant to a transaction to which Section 13(a) of
      this Agreement applies, (5) shall receive any compensation from the
      Company or any of its Subsidiaries other than compensation for full-time
      employment as a regular employee at rates in accordance with the Company's
      (or its Subsidiaries') past practices, or (6) shall receive the benefit,
      directly or indirectly (except proportionately as a stockholder and except
      if resulting from a requirement of law or governmental regulation), of any
      loans, advances, guarantees, pledges or other financial assistance or any
      tax credits or other tax advantage provided by the Company or any of its
      Subsidiaries, or

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
               
      

            	
                                            
      (B)

            	
              any
      Person shall, at any time after the Rights Dividend Declaration Date,
      become an Acquiring Person, unless the event causing such Person to become
      an Acquiring Person is (x) a transaction to which Section 13(a) of this
      Agreement applies, (y) an acquisition of shares of Stock pursuant to a
      tender offer or an exchange offer for all outstanding shares of Stock at a
      price and on terms determined by at least a majority of the members of the
      Board of Directors, after receiving advice from one or more nationally
      recognized investment banking firms, to be (a) at a price which is fair to
      stockholders (taking into account all factors which such members of the
      Board deem relevant including, without limitation, prices which could
      reasonably be achieved if the Company or its assets were sold on an
      orderly basis designed to realize maximum value) and (b) otherwise in the
      best interests of the Company and its stockholders, or (z) an acquisition
      of shares of Stock pursuant to an all-cash tender offer for all
      outstanding shares of Stock, as a result of which tender offer such Person
      shall acquire beneficial ownership of shares of Stock which, together with
      any shares of Stock held by such Person as of the date of consummation of
      such tender offer, represent 85% of the total voting power of all the
      outstanding securities of the Company entitled to vote generally on
      matters presented to the stockholders of the Company,
  or

            


    

    


    
      	
               
      

            	
                                            
      (C)

            	
              during
      such time as there is an Acquiring Person, there shall be any
      reclassification of the Company's securities (including any reverse stock
      split), or recapitalization or reorganization of the Company, or any
      merger or consolidation of the Company with any of its Subsidiaries, or
      any other transaction or series of transactions involving the Company or
      any of its Subsidiaries, other than a transaction or transactions to which
      the provisions of Section 13(a) apply (whether or not with or into or
      otherwise involving an Acquiring Person) which has the effect, directly or
      indirectly, of increasing by more than 1% the proportionate share of the
      outstanding shares of any class of equity securities of the Company or any
      of its Subsidiaries which is directly or indirectly beneficially owned by
      any Acquiring Person or any Associate or Affiliate of any Acquiring
      Person, then, promptly following the first occurrence of an event
      described in Section 11(a)(ii)(A), (B) or (C) in this Agreement, proper
      provision shall be made so that (x) each holder of a Series A Right
      (except as provided below and in Section 7(e) in this Agreement) shall
      thereafter have the right to receive, upon exercise thereof at the then
      current Purchase Price attributable thereto in accordance with the terms
      of this Agreement, in lieu of the number of shares of Class A Preferred
      Stock that such Right was exercisable immediately prior to such event,
      such number of shares of Class A Preferred Stock as shall equal the result
      obtained by multiplying the then current Purchase Price by the number of
      shares of Class A Preferred Stock for which such Right was exercisable
      immediately prior to the first occurrence of a Section 11(a)(ii) Event,
      and dividing that product (which, following such first occurrence, shall
      thereafter be referred to as the "Purchase Price" for such Right for all
      purposes of this Agreement) by 50% of the current market price (determined
      pursuant to Section 11(d) of this Agreement)
per

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                 

              	
                share of Class A Preferred
      Stock on the date of such first occurrence such number of shares being
      referred to as the "Adjustment Shares" attributable to such right),
      and (y) each holder of a Series B Right (except as
      provided below and in Section 7(e) of this Agreement) shall thereafter
      have the right to receive, upon exercise thereof at the then current
      Purchase Price attributable thereto in accordance with the terms of this
      Agreement, in lieu of a number of one one-hundredths of a share of Junior
      Preferred Stock, such number of shares of Common Stock of the Company as
      shall equal the result obtained by multiplying the then current Purchase
      Price by the number of one one-hundredths of a share of Junior Preferred
      Stock for which a Right was exercisable immediately prior to the first
      occurrence of a Section 11(a)(ii) Event, and dividing that product (which,
      following such first occurrence, shall thereafter be referred to as the
      "Purchase Price" for such Right for all purposes of this Agreement) by 50%
      of the current market price (determined pursuant to Section 11(d) of this
      Agreement) per share of Common Stock on the date of such first occurrence
      (such number of shares being referred to herein as the "Adjustment Shares"
      attributable to such Right).

              


      

      
 

    

    
      	
                                                            
      (iii)

            	
              In
      the event that, following the designation as Class A Preferred Stock of
      any available unauthorized shares of "blank check" or undesignated
      preferred stock in accordance with Section 9(a) in this Agreement, the
      number of shares of Class A Preferred Stock which are authorized by the
      Company's Restated Certificate of Incorporation but not outstanding or
      reserved for issuance for purposes other than upon exercise of the Series
      A Rights are not sufficient to permit the exercise in full of the Series A
      Rights in accordance with Section 11(a)(ii), the Company shall: (A)
      determine the excess of (1) the value of the Adjustment Shares issuable
      upon the exercise of a Series A Right (the "Series A Current Value") over
      (2) the Purchase Price attributable thereto (such excess being referred to
      herein as the "Series A Spread"), and (B), make adequate provision, with
      respect to each Series A Right, to substitute for the applicable
      Adjustment Shares, upon payment of the applicable Purchase Price, (1)
      cash, (2) a reduction in the Purchase Price, (3) Class A Preferred Stock
      or other equity securities of the Company (including, without limitation,
      equity securities which the Board of Directors of the Company has deemed
      to have substantially the same rights, privileges, preferences and other
      terms as shares of Class A Preferred Stock (such shares of equity
      securities being referred to herein as "Class A Preferred Equivalents")),
      (4) debt securities of the Company, (5) other assets, or (6) any
      combination of the foregoing, having an aggregate value equal to the
      Series A Current Value, where such aggregate value has been determined by
      the Board of Directors of the Company based upon the advice of nationally
      recognized investment banking firm selected by the Board of Directors of
      the Company; provided, however, if the Company shall not have made
      adequate provision to deliver value pursuant to clause (B) of this
      sentence within thirty (30) days following the later of (x) the first
      occurrence of a Section 11(a)(ii) Event and (y) the date on which the
      Company's right of redemption pursuant to Section 23(a) expires (the later
      of (x) and (y) being referred to herein as the "Section 11(a)(ii) Trigger
      Date"), then the 

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
       

      
        
          	
                   

                	
                  Company
      shall be obligated to deliver, upon the surrender for exercise of a Series
      A Right and without requiring payment of the Purchase Price, shares of
      Class A Preferred Stock (to the extent available) and then, if necessary,
      cash, which shares and/or cash have an aggregate value equal to the Series
      A Spread. In the event that the number of shares of Common Stock which are
      authorized by the Company's Restated Certificate of Incorporation, but not
      outstanding or reserved for issuance for purposes other than upon exercise
      of the Series B Rights are not sufficient to permit the exercise in full
      of the Series B Rights, in accordance with the foregoing subparagraph (ii)
      of this Section 11(a), the Company shall: (A) determine the excess of (1)
      the value of the Adjustment Shares issuable upon the exercise of a Series
      B Right (the "Series B Current Value") over (2) the Purchase Price
      attributable thereto (such excess being referred to herein as the "Series
      B Spread"), and (B) with respect to each Series B Right, make adequate
      provision to substitute for the applicable Adjustment Shares, upon payment
      of the applicable Purchase Price, (1) cash, (2) a reduction in the
      Purchase Price, (3) Common Stock or other equity securities of the Company
      (including, without limitation, shares, or units of shares, of preferred
      stock, such as the Junior Preferred Stock, which the Board of Directors of
      the Company has deemed to have substantially the same rights, privileges,
      preferences and other terms as shares of Common Stock (such shares of
      preferred stock being referred to herein as "Common Stock Equivalents")),
      (4) debt securities of the Company, (5) other assets, or (6) any
      combination of the foregoing, having an aggregate value equal to the
      Current Value, where such aggregate value has been determined by the Board
      of Directors of the Company based upon the advice of a nationally
      recognized investment banking firm selected by the Board of Directors of
      the Company (which may be the same firm utilized for the purposes of the
      preceding sentence); provided, however, if the Company shall not have made
      adequate provision to deliver value pursuant to clause (B) of this
      sentence within thirty (30) days following the Section 11(a)(ii) Trigger
      Date, then the Company shall be obligated to deliver, upon the surrender
      for exercise of a Series B Right and without requiring payment of the
      applicable Purchase Price, shares of Common Stock (to the extent
      available) and then, if necessary, cash, which shares and/or cash have an
      aggregate value equal to the Series B Spread. In connection with the
      foregoing, if the Board of Directors of the Company shall determine in
      good faith that it is likely that sufficient additional shares of Class A
      Preferred Stock, Class A Preferred Equivalents, Common Stock or Common
      Stock Equivalents, as the case may be, could be authorized for issuance
      upon exercise in full of the appropriate Series of Rights, the thirty (30)
      day period set forth above may be extended, to the extent necessary, but
      not more than ninety (90) days after the Section 11(a)(ii) Trigger Date,
      in order that the Company may seek stockholder approval for the
      authorization of such additional shares (such period, as it may be
      extended, being referred to herein as the "Substitution Period"). To the
      extent that the Company determines that some action need be taken pursuant
      to the first three sentences of this Section 11(a)(iii), the Company (x)
      shall provide, subject to Section 7(a) of this Agreement, that such action
      shall apply uniformly to the appropriate series of Rights, and (y) may
      suspend the exercisability of the appropriate series of Rights until the
      expiration of the Substitution Period in order to seek any authorization
      of additional shares and/or to decide the appropriate form of distribution
      to be made pursuant to the first or second sentence of this Section
      11(a)(iii) and to determine the value thereof. In the event of any such
      suspension, the Company shall issue a public announcement stating that the
      exercisability of the appropriate series of the Rights has been
      temporarily suspended, as well as a public announcement at such time as
      the suspension is no longer in effect. For purposes of this Section
      11(a)(iii), the value of the Common Stock shall be the current market
      price (as determined pursuant to Section 11(d) of this Agreement) per
      share of the Common Stock on the Section 11(a)(ii) Trigger Date, the value
      of any Common Stock Equivalent shall be deemed to be the same value as the
      Common Stock on such date, multiplied by an appropriate multiple, the
      value of the Class A Preferred Stock per share shall be the current market
      price (as determined pursuant to Section 11(d) of this Agreement) per
      share of Class A Preferred Stock on such date, and the value of any Class
      A Preferred Equivalent shall be deemed to be the same value as the Class A
      Preferred Stock on such date, multiplied by an appropriate
      multiple.

                


        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
                                                    
      (b)

            	
              In
      case the Company shall fix a record date for the issuance of rights,
      options or warrants to all holders of Class A Preferred Stock entitling
      them to subscribe for or purchase (for a period expiring within forty-five
      (45) calendar days after such record date) Class A Preferred Stock (or
      shares of Class A Preferred Equivalents) or securities convertible into
      Class A Preferred Stock or Class A Preferred Equivalents at a price per
      share of Class A Preferred Stock or Class A Preferred Equivalents or per
      share equivalents of Class A Preferred Equivalents (or having a conversion
      price per share or share equivalent, if a security convertible into Class
      A Preferred Stock or Class A Preferred Equivalents) less than the current
      market price (as determined pursuant to Section 11(d) of this Agreement)
      per share of Class A Preferred Stock on such record date, the Purchase
      Price for each Series A Right to be in effect after such record date shall
      be determined by multiplying the Purchase Price for a Series A Right in
      effect immediately prior to such record date by a fraction, the numerator
      of which shall be the number of shares of Class A Preferred Stock
      outstanding on such record date, plus the number of shares of Class A
      Preferred Stock which the aggregate offering price of the total number of
      shares of Class A Preferred Stock and/or Class A Preferred Equivalents so
      to be offered (and/or the aggregate initial conversion price of the
      convertible securities so to be offered) would purchase at such current
      market price, and the denominator of which shall be the number of shares
      of Class A Preferred Stock outstanding on such record date, plus the
      number of additional shares of Class A Preferred Stock and/or share
      equivalents of Class A Preferred Equivalents to be offered for
      subscription or purchase (or into which the convertible securities so to
      be offered are initially convertible). In case the Company shall fix a
      record date for the issuance of rights, options or warrants to all holders
      of Junior Preferred Stock entitling them to subscribe for or purchase (for
      a period expiring within forty-five (45) calendar days after such record
      date) Junior Preferred Stock (or shares having the same rights, privileges
      and preferences as the shares of Junior Preferred
      Stock ("Junior Equivalent Preferred Stock")) or securities convertible
      into Junior Preferred Stock or Junior Equivalent Preferred Stock at a
      price per share of Junior Preferred Stock or per share equivalents of
      Junior Equivalent Preferred Stock (or having a conversion price per share
      or share equivalent, if a security convertible into Junior Preferred Stock
      or Junior Equivalent Preferred Stock) less than the current market price
      (as determined pursuant to Section 11(d) of this Agreement) per share of
      Junior Preferred Stock on such record date, the Purchase Price for each
      Series B Right to be in effect after such record date shall be determined
      by multiplying the Purchase Price for a Series B Right in effect
      immediately prior to such record date by a fraction, the numerator of
      which shall be the number of shares of Junior Preferred Stock outstanding
      on such record date, plus the number of shares of Junior Preferred Stock
      which the aggregate offering price of the total number of shares of Junior
      Preferred Stock and/or Junior Equivalent Preferred Stock so to be offered
      (and/or the aggregate initial conversion price of the convertible
      securities so to be offered) would purchase at such current market price,
      and the denominator of which shall be the number of shares of Junior
      Preferred Stock outstanding on such record date, plus the number of
      additional shares of Junior Preferred Stock and/or share equivalents of
      Junior Equivalent Preferred Stock to be offered for subscription or
      purchase (or into which the convertible securities so to be offered are
      initially convertible). In case any such subscription price may be paid by
      delivery of consideration part or all of which may be in a form other than
      cash, the value of such consideration shall be as determined in good faith
      by the Board of Directors of the Company, whose determination shall be
      described in a statement filed with the Rights Agent and shall be binding
      on the Rights Agent and the holders of the Rights. Shares of Class A
      Preferred Stock or Junior 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 adjustments shall be made successively whenever such a
      record date is fixed, and in the event that such rights, options or
      warrants are not so issued, the applicable Purchase Price for each Series
      of Rights shall be adjusted to be the Purchase Price which would then be
      in effect for such Series if such record date had not been
      fixed.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
                                                    
      (c)

            	
              In
      case the Company shall fix a record date for a distribution to all holders
      of Class A Preferred Stock (including any such distribution made in
      connection with a consolidation or merger in which the Company is the
      continuing corporation) of evidences of indebtedness, cash (other than a
      regular quarterly cash dividend out of the earnings or retained earnings
      of the Company), assets (other than a dividend payable in Class A
      Preferred Stock, but including any dividend payable in stock other than
      Class A Preferred Stock) or subscription rights or warrants (excluding
      those referred to in Section 11(b) of this Agreement), the Purchase Price
      for each Series A Right to be in effect after such record date shall be
      determined by multiplying the Purchase Price for a Series A Right in
      effect immediately prior to such record date by a fraction, the numerator
      of which shall be the current market price (as determined pursuant to
      Section 11(d) of this Agreement) per share of Class A Preferred Stock on
      such record date, less the fair market value (as determined in good faith
      by the Board of Directors of the Company, whose determination shall be
      described in a statement filed with the Rights Agent) of the portion of
      the cash, assets or evidences of indebtedness so to be distributed or of
      such subscription
      rights or warrants applicable to a share of Class A Preferred Stock and
      the denominator of which shall be such current market price (as determined
      pursuant to Section 11(d) of this Agreement) per share of Class A
      Preferred Stock. Such adjustments shall be made successively whenever such
      a record date is fixed, and in the event that such distribution is not so
      made, the Purchase Price for each Series A Right which would have been in
      effect if such record date had not been fixed. In case the Company shall
      fix a record date for a distribution to all holders of Junior Preferred
      Stock (including any such distribution made in connection with a
      consolidation or merger in which the Company is the continuing
      corporation) of evidences of indebtedness, cash (other than a regular
      quarterly cash dividend out of the earnings or retained earnings of the
      Company), assets (other than a dividend payable in Junior Preferred Stock,
      but including any dividend payable in stock other than Junior Preferred
      Stock or subscription rights or warrants (excluding those referred to in
      Section 11(b) of this Agreement), the Purchase Price for each Series B
      Right in effect after such record date shall be determined by multiplying
      the Purchase Price for a Series B Right in effect immediately prior to
      such record date by a fraction, the numerator of which shall be the
      current market price (as determined pursuant to Section 11(d) of this
      Agreement) per share of Junior Preferred Stock on such record date, less
      the fair market value (as determined in good faith by the Board of
      Directors of the Company, whose determination shall be described in a
      statement filed with the Rights Agent) of the portion of the cash, assets
      or evidences of indebtedness so to be distributed or of such subscription
      rights or warrants applicable to a share of Junior Preferred Stock, and
      the denominator of which shall be such current market price (as determined
      pursuant to Section 11(d) of this Agreement) per share of Junior Preferred
      Stock. Such adjustments shall be made successively whenever such a record
      date is fixed, and in the event that such distribution is not so made, the
      Purchase Price for each Series B Right shall be adjusted to be the
      Purchase Price for a Series B Right which would have been in effect if
      such record date had not been
fixed.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    
      	
                                                    
      (d)

            	
              (i)
      For the purpose of any computation hereunder, other than computations made
      pursuant to Section 11(a)(iii) of this Agreement, 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 for the
      thirty (30) consecutive Trading Days (as such term is hereinafter defined)
      immediately prior to such date, and for purposes of computations made
      pursuant to Section 11(a)(iii) of this Agreement, 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 for the
      ten (10) consecutive Trading Days immediately following such date. The
      closing price for each day shall be the last sale price, regular way, or,
      in case no such sale takes place on such day, the average of the closing
      bid and asked prices, regular way, in either case as reported in the
      principal consolidated transaction reporting system with respect to
      securities listed 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 ("NASDAQ") 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 of Directors of the Company, or, if on any such date
      no market marker is making a market in the Common Stock, the fair value of
      such shares on such date as determined in good faith by the Board of
      Directors of the Company; provided, however, that in the event that (x) a
      closing price is included in the determination of current market price for
      any day that is prior to (A) the ex-dividend date for a dividend or
      distribution on such Common Stock payable in shares of such Common Stock,
      securities convertible into shares of such Common Stock (other than the
      Rights), evidences of indebtedness, cash (other than a regular quarterly
      dividend of the issuer), assets (including dividends payable in
      securities, other than the Rights) or subscription rights (other than the
      Rights) or warrants or (B) the effective date for any subdivision,
      combination or reclassification of such Common Stock, and (y) such
      ex-dividend date or effective date occurs within the thirty (30) Trading
      Day or ten (10) Trading Day period for the determination of current market
      price, then, and in each such case, the closing price on such day shall be
      appropriately adjusted. The term "Trading Day" shall mean a day on which
      the principal national securities exchange 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, any day on which trading
      takes place in the over-the-counter market and prices reflecting such
      trading are reported by NASDAQ or such other system then in use or, if the
      shares of Common Stock are not quoted by any such organization, a Business
      Day. If the Common Stock is not publicly held or not so listed or traded,
      "current market price" per share shall mean the fair value per share as
      determined in good faith by the Board of Directors of the Company, whose
      determination shall be described in a statement filed with the Rights
      Agent and shall be conclusive for all
  purposes.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
                                                            
      (ii)

            	
              For
      the purpose of any computation hereunder, the "current market price" per
      share of Class A Preferred Stock shall be determined in the same manner as
      set forth above for the Common Stock in clause (i) of this Section 11(d)
      (other than the last sentence thereof). If the current market price per
      share of Class A Preferred Stock cannot be determined in the manner
      provided above, or if the Class A Preferred Stock is not publicly held or
      listed or traded in a manner described in clause (i) of this Section
      11(d), the "current market price" per share of Class A Preferred Stock
      shall be conclusively deemed to be an amount equal to 1 (as such number
      may be appropriately adjusted for such events as stock splits, stock
      dividends and recapitalizations with respect to the Common Stock or the
      Class A Preferred Stock occurring after the date of this Agreement)
      multiplied by the current market price per share of the Common Stock,
      provided that if neither the Common Stock nor the Class A Preferred Stock
      is publicly held or so listed or traded, "current market price" per share
      of the Class A Preferred Stock shall mean the fair value per share as
      determined in good faith by the Board of Directors of the Company, whose
      determination shall be described in a statement filed with the Rights
      Agent and shall be conclusive for all
purposes.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
                                                            
      (iii)

            	
              For
      the purpose of any computation hereunder, the "current market price" per
      share of Junior Preferred Stock shall be determined in the same manner as
      set forth above for the Common Stock in clause (i) of this Section 11(d)
      (other than the last sentence thereof). If the current market price per
      share of Junior Preferred Stock cannot be determined in the manner
      provided above or if the Junior Preferred Stock is not publicly held or
      listed or traded in a manner described in clause (i) of this Section
      11(d), the "current market price" per share of Junior 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 or the
      Junior Preferred Stock occurring after the date of this Agreement)
      multiplied by the current market price per share of the Common Stock,
      provided that if neither the Common Stock nor the Junior Preferred Stock
      is publicly held or so listed or traded, "current market price" per share
      of the Junior Preferred Stock is publicly held or so listed or traded,
      "current market price" per share of the Junior Preferred Stock shall mean
      the fair value per share as determined in good faith by the Board of
      Directors of the Company, whose determination shall be described in a
      statement filed with the Rights Agent and shall be conclusive for all
      purposes. For all purposes of this Agreement, the "current market price"
      of one one-hundredth of a share of Junior Preferred Stock shall be equal
      to the current market price" of one share of Junior Preferred Stock
      divided by 100.

            


    

    


    
      	
                                                    
      (e)

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

            


    

    


    
      	
                                                    
      (f)

            	
              If
      as a result of an adjustment made pursuant to Section 11(a)(ii) or Section
      13(a) of this Agreement, the holder of any Series A Right thereafter
      exercised shall become entitled to receive any shares of capital stock
      other than Class A Preferred Stock, thereafter the number of such other
      shares so receivable upon exercise of any Series A 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 Class A Preferred Stock contained in Sections 11(a), (b),
      (c), (e), (g), (h), (i), (j), (k) and (m) and the provisions of Sections
      7, 9, 10, 13 and 14 of this Agreement with respect to the Class A
      Preferred Stock shall apply on like terms to any such other shares. If as
      a result of an adjustment made pursuant to Section 11(a)(ii) or Section
      13(a) of this Agreement,
      the holder of any Series B Right thereafter exercised shall become
      entitled to receive any shares of capital stock other than Junior
      Preferred Stock, thereafter the number of such other shares so receivable
      upon exercise of any Series B 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
      Junior Preferred Stock contained in Sections 11(a), (b), (c), (e), (g),
      (h), (i), (j), (k) and (m), and the provisions of Sections 7, 9, 10, 13
      and 14 of this Agreement with respect to the Junior Preferred Stock shall
      apply on like terms to any such other
  shares.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
                                                    
      (g)

            	
              All
      Series A Rights originally issued by the Company subsequent to any
      adjustment made to the Purchase Price for a Series A Right hereunder shall
      evidence the right to purchase, at the adjusted Purchase Price, the number
      of shares of Class A Preferred Stock purchasable from time to time
      hereunder upon exercise of the Series A Rights, all subject to further
      adjustment as provided herein. All Series B Rights originally issued by
      the Company subsequent to any adjustment made to the Purchase Price for a
      Series B Right hereunder shall evidence the right to purchase, at the
      adjusted Purchase Price, the number of one one-hundredths of a share of
      Junior Preferred Stock purchasable from time to time hereunder upon
      exercise of the Series B Rights, all subject to further adjustment as
      provided herein.

            


    

    


    
      	
                                                    
      (h)

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

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
                                                    
      (j)

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

            


    

    


    
      	
                                                    
      (k)

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

            


    

    


    
      	
                                                    
      (l)

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

            


    

    


    
      	
                                                    
      (m)

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

            


    

     

    
      
        	
                                                      
      (n)

              	
                The
      Company covenants and agrees that it shall not, at any time after the
      Distribution Date, (i) consolidate with any other Person (other than a
      Subsidiary of the Company in a transaction which complies with Section
      11(o) of this Agreement), (ii) merge with or into any other Person (other
      than a Subsidiary of the Company in a transaction which complies with
      Section 11(o) of this Agreement), or (iii) sell or transfer (or permit any
      Subsidiary to sell or transfer), in one transaction, or a series of
      related transactions, assets or earnings power aggregating more than 50%
      of the assets or earning power of the Company and its Subsidiaries (taken
      as a whole) to any other Person or Persons (other than the Company and/or
      any of its Subsidiaries in one or more transactions each of which complies
      with Section 11(o) of this Agreement), if (x) at the time of or
      immediately after such consolidation, merger or sale there are any rights,
      warrants or other instruments or securities outstanding or agreements in
      effect which would substantially diminish or otherwise eliminate the
      benefits intended to be afforded by the Rights or (y) prior to,
      simultaneously with or immediately after such consolidation, merger or
      sale, the stockholders of the Person who constitutes, or would constitute,
      the "Principal Party" for purposes of Section 13(a) of this Agreement
      shall have received a distribution of Rights previously owned by such
      Person or any of its Affiliates or
Associates.

              


      

       

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
                                                    
      (o)

            	
              The
      Company covenants and agrees that, after the Distribution Date, it will
      not, except as permitted by Section 23 or Section 26 of this Agreement,
      take (or permit any Subsidiary of the Company to take) any action if at
      the time such action is taken it is reasonably foreseeable that such
      action will diminish substantially or otherwise eliminate the benefits
      intended to be afforded by the
Rights.

            


    

    


    
      	
                                                    
      (p)

            	
              Anything
      in this Agreement to the contrary notwithstanding, in the event that the
      Company shall at any time after the Rights Dividend Declaration Date and
      prior to the Distribution Date (i) pay a dividend on the outstanding
      shares of Class A Preferred Stock payable in shares of Class A Preferred
      Stock, (ii) subdivide the outstanding shares of Class A Preferred Stock,
      (iii) combine the outstanding shares of Class A Preferred Stock into a
      smaller number of shares or (iv) issue any shares by reclassification of
      its shares of Class A Preferred Stock, the number of Series A Rights
      associated with each share of Class A Preferred Stock then outstanding, or
      issued or delivered thereafter but prior to the Distribution Date, shall
      be proportionately adjusted so that the number of Series A Rights
      thereafter associated with each share of Class A Preferred Stock following
      the record or effective date for any such event shall equal the result
      obtained by multiplying the number of Series A Rights associated with each
      share of Class A Preferred Stock immediately prior to such record date or
      effective date by a fraction, the numerator of which shall be the total
      number of shares of Class A Preferred Stock outstanding immediately prior
      to such record date or effective date and the denominator of which shall
      be the total number of shares of Class A Preferred Stock outstanding
      immediately following such record date (giving pro forma effect to the
      payment of the dividend) or such effective date. Anything in this
      Agreement to the contrary notwithstanding, in the event that the company
      shall at any time after the Rights Dividend Declaration Date and prior to
      the Distribution Date (i) pay a dividend on the outstanding shares of
      Common Stock payable in shares of Common Stock, (ii)
      subdivide the outstanding shares of Common Stock, (iii) combine the
      outstanding shares of Common Stock into a smaller number of shares or (iv)
      issue any shares by reclassification of its shares of Common Stock, the
      number of Series B Rights associated with each share of Common Stock then
      outstanding, or issued or delivered thereafter but prior to the
      Distribution Date, shall be proportionately adjusted so that the number of
      Series B Rights thereafter associated with each share of Common Stock
      following the record or effective date for any such event shall equal the
      result obtained by multiplying the number of Series B Rights associated
      with each share of Common Stock immediately prior to such record date or
      effective date by a fraction, the numerator of which shall be the total
      number of shares of Common Stock outstanding immediately prior to such
      record date or effective date, and the denominator of which shall be the
      total number of shares of Common Stock outstanding immediately following
      such record date (giving pro forma effect to the payment of the dividend)
      or such effective date. The adjustments provided for in this Section 11(p)
      shall be made successively whenever such a dividend is declared or such a
      subdivision, combination or reclassification is
      effected.

            


    

     

    
      Section 12.   
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an
adjustment is made as provided in Section 11 or Section 13 of this Agreement,
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
Class A Preferred Stock, the Junior Preferred Stock and the Common Stock, a copy
of such certificate, and (c) mail a brief summary thereof to each holder of a
Rights Certificate (or, if prior to the Distribution Date, to each holder of a
certificate representing shares of Class A Preferred Stock or Common Stock) in
accordance with Section 25 of this Agreement. The Rights Agent shall be fully
protected in relying on any such certificate and on any adjustment therein
contained.

       

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


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

    


    
      	
                                                    
      (a)

            	
              In
      the event that, on or following the Stock Acquisition Date, directly or
      indirectly, (x) the Company shall consolidate with, or merge with and
      into, any other Person (other than a Subsidiary of the Company in a
      transaction which complies with Section 11(o) of this Agreement), and the
      Company shall not be the continuing or surviving corporation of such
      consolidation or merger, (y) any Person (other than a Subsidiary of the
      Company in a transaction which complies with Section 11(o) of this
      Agreement) shall consolidate with, or merge with or into, the Company, and
      the Company shall be the continuing or surviving corporation or such
      consolidation or merger and, in connection with such consolidation or
      merger, all or part of the outstanding shares of capital stock of the
      Company shall be changed (including, without limitation, any conversion)
      into or exchanged for stock or other securities of any other Person (or
      the Company) or cash or any other property, or (z) the Company shall
      directly or indirectly sell, lease, exchange, mortgage, pledge (other than
      pledge in the ordinary course of the Company's financing activities) or
      otherwise transfer or dispose of (or one or more of its Subsidiaries shall
      sell or otherwise transfer), in one transaction or a series of related
      transactions, property or assets or earning power aggregating more than
      50% of the property assets or earning power of the Company and its Subsidiaries
      (taken as a whole) to any Person or Persons (other than the Company or any
      Subsidiary of the Company in one or more transactions each of which
      complies with Section 11(o) of this Agreement), then, and in each such
      case (except as may be contemplated by Section 13(d) of this Agreement),
      proper provision shall be made so that: (i) each holder of a Series A
      Right, except as provided in Section 7(e) of this Agreement, shall
      thereafter have the right to receive, upon the exercise thereof at the
      then current Purchase Price in accordance with the terms of this
      Agreement, such number of validly authorized and issued, fully paid,
      nonassessable and freely tradeable shares of Class A Preferred Stock of
      the Principal Party, not subject to any liens, encumbrances, rights of
      first refusal or other adverse claims, as shall be equal to the result
      obtained by (1) multiplying the then current Purchase Price by the number
      of shares of Class A Preferred Stock for which a Series A Right is
      exercisable immediately prior to the first occurrence of a Section 13
      Event (or, if a Section 11(a)(ii) Event has occurred prior to the first
      occurrence of a Section 13 Event, multiplying the number of shares for
      which a Series A Right was exercisable immediately prior to the first
      occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect
      immediately prior to such first occurrence), and dividing that product
      (which, following the first occurrence of a Section 13 Event, shall be
      referred to as the "Purchase Price" for each Series A Right for all
      purposes of this Agreement) by (2) 50% of the current market price
      (determined pursuant to Section 11(d) of this Agreement) per share of the
      Class A Preferred Stock of such Principal Party on the date of
      consummation of such Section 13 Event; (ii) each holder of a Series B
      Right, except as provided in Section 7(e) of this Agreement, shall
      thereafter have the right to receive, upon the exercise thereof at the
      then current Purchase Price in accordance with the terms of this
      Agreement, such number of validly authorized and issued, fully paid,
      nonassessable and  freely tradeable shares of Common Stock of
      the Principal Party, not subject to any liens, encumbrances, rights of
      first refusal or other adverse claims, as shall be equal to the result
      obtained by (1) multiplying the then current Purchase Price by the number
      of one one-hundredths of a share of Junior Preferred Stock for which a
      Series B Right is exercisable immediately prior to the first occurrence of
      a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to
      the first occurrence of a Section 13 Event, multiplying the number of such
      one one-hundredths of a share for which a Series B Right was exercisable
      immediately prior to the first occurrence of a Section 11(a)(ii) Event by
      the Purchase Price in effect immediately prior to such first occurrence),
      and dividing that product by (2) 50% of the current market price
      (determined pursuant to Section 11(d) of this Agreement) per share of this
      Common Stock of such Principal Party on the date of consummation of such
      Section 13 Event; (iii) such Principal Party shall thereafter be liable
      for, and shall assume, by virtue of such Section 13 Event, all the
      obligations and duties of the Company pursuant to this Agreement; (iv) the
      term "Company" shall thereafter be deemed to refer to such Principal
      Party, it being specifically intended that the provisions of Section 11 of
      this Agreement shall apply only to such Principal Party following the
      first occurrence of a Section 13 Event; (v) such Principal Party shall
      take such steps (including, but not limited to, the creation and
      reservation of an appropriate number of shares of Class A Preferred Stock
      and reservation of a sufficient number of shares of its Common Stock) in
      connection with the consummation of any such transaction as may be
      necessary to assure that the
      provisions of this Agreement shall thereafter be applicable, as nearly as
      reasonably may be, in relation to its shares of Class A Preferred Stock
      and Common Stock thereafter deliverable upon the exercise of the Rights;
      and (vi) the provisions of Section 11(a)(ii) of this Agreement shall be of
      no effect following the first occurrence of any Section 13
      Event.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    
      	
                                                    
      (b)

            	
              The
      Company shall not consummate any such consolidation, merger, sale or
      transfer (i) unless the Principal Party shall have created and have
      available a sufficient number of shares of Class A Preferred Stock, and
      shall have available a sufficient number of authorized shares of its
      Common Stock, which in each case have not been issued or reserved for
      issuance, to permit the exercise in full of the Rights in accordance with
      this Section 13, and (ii) unless prior thereto the Company and such
      Principal Party shall have executed and delivered to the Rights Agent a
      supplemental agreement providing for the terms set forth in paragraphs (a)
      and (b) of this Section 13 and further providing that, as soon as
      practicable after the date of any consolidation, merger or sale of assets
      mentioned in paragraph (a) of this Section 13, the Principal
      Party

            


    

    


    
      	
               
      

            	
                                            
      (i)

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

            


    

    


    
      	
                                                            
      (ii)

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

            


    

     

    
      


      
        	
                 

              	
                The
      provisions of this Section 13 shall similarly apply to successive mergers
      or consolidations or sales or other transfers. In the event that a Section
      13 Event shall occur at any time after the occurrence of a Section
      11(a)(ii) Event, the Rights which have not hereof been exercised shall
      thereafter become exercisable in the manner described in Section
      13(a).

              


      

       

    

    
      	
                                                    
      (c)

            	
              Notwithstanding
      anything in this Agreement to the contrary, Section 13 shall not be
      applicable to a transaction described in Section 13(a) if (i) such
      transaction is consummated with a Person or Persons who acquired shares of
      Stock pursuant to (A) a tender offer or exchange offer for all outstanding
      shares of Stock which complies with the provisions of Section
      11(a)(ii)(B)(y) of this Agreement or (B) a tender offer for all
      outstanding shares of Stock which complies with the provisions of Section
      11(a)(ii)(B)(z) of this Agreement (or, in each case, a wholly owned
      Subsidiary of any such Person or Persons), (ii) the price per share of
      each class of Stock offered in such transaction is not less than the price
      per share paid to all holders of shares of such class of Stock whose
      shares were purchased pursuant to such tender offer or exchange offer and
      (iii) the form of consideration being offered to the remaining holders of
      shares of each class of Stock pursuant to such transaction is the same as
      the form of consideration paid
      to the holders of such class of Stock pursuant to such tender offer or
      exchange offer. Upon consummation of any such transaction contemplated by
      this Section 13(d), all Rights hereunder shall
    expire.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Section 14.   
Fractional Rights and Fractional Shares.

    


    
      	
                                                    
      (a)

            	
              The
      Company shall not be required to issue fractional rights, except prior to
      the Distribution Date, or to distribute Rights Certificates which evidence
      fractional Rights. In lieu of such fractional Rights, the Company may at
      its option pay to the registered holders of the Rights Certificates with
      regard to which such fractional Rights would otherwise be issuable, an
      amount in cash equal to the same fraction of the current market value of a
      whole Right. For purposes of this Section 14(a), the current market value
      of a whole Right of either Series shall be the closing price of the
      appropriate Series of Rights for the Trading Day immediately prior to the
      date on which such fractional Rights would have been otherwise issuable.
      The closing price of either Series of Rights for any day shall be the last
      sale price, regular way, or, in case no such sale takes place on such day,
      the average of the closing bid and asked prices, regular way, in either
      case as reported in the principal consolidated transaction reporting
      system with respect to securities listed on the principal national
      securities exchange on which such Rights are listed or admitted to
      trading, or if such Rights are not listed or admitted to trading on any
      United States national securities exchange, the last quoted sale 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 NASDAQ or such other system then
      in use; if on any such date such Rights are not quoted by any such
      organization, the average of the closing bid and asked prices as furnished
      by a professional market maker making a market in such Rights selected by
      the Board of Directors of the Company; if on any such date no such market
      maker is making a market in such Rights, the fair value of such Rights on
      such date as determined in good faith by the Board of Directors of the
      Company.

            


    

    


    
      	
                                                    
      (b)

            	
              The
      Company shall not be required to issue fractions of shares of Class A
      Preferred Stock or fractional shares of Junior Preferred Stock (other than
      fractions which are integral multiples of one one-hundredth of a share of
      Junior Preferred Stock) upon exercise of the Rights or to distribute
      certificates which evidence fractional shares of Class A Preferred Stock
      or fractional shares of Junior Preferred Stock (other than fractions which
      are integral multiples of one one-hundredth of a share of Junior Preferred
      Stock). In lieu of fractional shares of Class A Preferred Stock or
      fractional shares of Junior Preferred Stock that are not integral
      multiples of one one-hundredth of a share of Junior Preferred Stock, the
      Company may pay to the registered holders of Rights Certificates at the
      time such Rights are exercised as herein provided an amount in cash equal
      to the same fraction of the current market value a share of Class A
      Preferred Stock or of one one-hundredth of a share of Junior Preferred
      Stock, as the case may be. For purposes of this Section 14(b), the current
      market value of a share of Class A Preferred Stock shall be the closing
      price of a share of Class A Preferred Stock (as determined pursuant to
      Section 11(d) of this Agreement) for the Trading Day immediately prior to
      the date of such exercise, and the current market value of one
      one-hundredth of a share of Junior Preferred Stock shall be one
      one-hundredth of the closing price of a share of Junior Preferred Stock
      (as determined
      pursuant to Section 11(d) of this Agreement) for the Trading Day
      immediately prior to the date of such
  exercise.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
                                                    
      (c)

            	
              Following
      the occurrence of a Triggering Event, the Company shall not be required to
      issue fractions of shares of Class A Preferred Stock or Common Stock upon
      exercise of the Rights or to distribute certificates which evidence
      fractional shares of Class A Preferred Stock or Common Stock. In lieu of
      fractional shares of Class A Preferred Stock or Common Stock, the Company
      may pay to the registered holders of Rights Certificates at the time such
      Rights are exercised as herein provided an amount in cash equal to the
      same fraction of the current market value of one (1) share of Class A
      Preferred Stock or Common Stock. For purposes of this Section 14(c), the
      current market value of one share of Class A Preferred Stock or Common
      Stock shall be the closing price of one share of Class A Preferred Stock
      or Common Stock (as determined pursuant to Section 11(d) of this
      Agreement) for the Trading Day immediately prior to the date of such
      exercise.

            


    

    


    
      	
                                                    
      (d)

            	
              The
      holder of a Right, by the acceptance of the Rights, expressly waives his
      right to receive any fractional Rights or any fractional shares upon
      exercise of a Right, except as permitted by this Section
    14.

            


    

    


    Section 15.    Rights of
Action. All rights of action in respect of this Agreement are vested in the
respective registered holders of the Rights Certificates (and, prior to the
Distribution Date, the registered holders of the Stock); and any registered
holder of any Rights Certificate (or, prior to the Distribution Date, of the
Stock), without the consent of the Rights Agent or of the holder of any other
Rights Certificate (or, prior to the Distribution Date, of the Stock), may, in
his own behalf and for his own benefit, enforce, and may institute and maintain
any suit, action or proceeding against the Company or any Principal Party to
enforce, or otherwise act in respect of, his rights pursuant to this Agreement.
Without limiting the foregoing or any remedies available to the holders of
Rights, it is specifically acknowledged that the holders of Rights would not
have an adequate remedy at law for any breach of this Agreement and shall be
entitled to specific performance of the obligations hereunder and injunctive
relief against actual or threatened violations of the obligations hereunder of
any Person subject to this Agreement.

    


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

    


    
      	
                                                    
      (a)

            	
              prior
      to the Distribution Date, the Rights will be transferable only in
      connection with the transfer of
Stock;

            


    

    


    
      	
                                                    
      (b)

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

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
                                                    
      (c)

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

            


    

    


    
      	
                                                    
      (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, decree or ruling issued by a court of competent
      jurisdiction or by a governmental, regulatory or administrative agency or
      commission, or any statute, rule, regulation or executive order
      promulgated or enacted by any governmental authority, prohibiting or
      otherwise restraining performance of such obligation; provided, however,
      that the Company must use its best efforts to have any such order, decree
      or ruling lifted or otherwise overturned as soon as possible;
      and

            


    

    


    
      	
                                                    
      (e)

            	
              notwithstanding
      anything in this Agreement to the contrary, to the extent (i) any Excepted
      Person or member of an Excepted Group shall be the holder of a Series A
      Right, (ii) a Triggering Event shall have occurred and such Series A Right
      shall have become exercisable hereunder for Class A Preferred Stock or
      Class A Preferred Equivalents, and (iii) a majority of the members of the
      Board of Directors who are not officers or employees of the Company or any
      of its Subsidiaries and who are not representatives, nominees, Affiliates
      or Associates of an Acquiring Person shall have determined, after
      consultation with legal counsel, that the exercise of such Series A Right
      for Class A Preferred Stock would violate Rule 19c-4 of the General Rules
      and Regulations under the Exchange Act, such Excepted Person or member of
      an Excepted Group shall, immediately upon exercise of such Series A Right,
      promptly convert the Class A Preferred Stock or Class A Preferred
      Equivalents issued to him upon such exercise to Common Stock in accordance
      with the terms of such Class A Preferred Stock or Class A Preferred
      Equivalents; provided, however, that no Excepted Person or member of an
      Excepted Group shall be required hereunder to so convert any Class A
      Preferred Stock or Class A Preferred Equivalent to the extent that (x) the
      percentage of the total voting power of all outstanding voting securities
      of the Company represented by the securities of the Company beneficially
      owned by such Excepted Person or member of an Excepted Group (after giving
      effect to such conversion) would be less than (y) the percentage of the
      total voting power of all voting securities of the Company outstanding as
      of immediately prior to such Triggering Event represented by the
      securities of the Company beneficially owned by such Excepted Person or
      member of an Excepted Group as of immediately prior to such Triggering
      Event.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    Section 17.    Rights
Certificate Holder Not Deemed a Stockholder. No holder, as such, of any Rights
Certificate shall be entitled to vote, receive dividends or distributions or be
deemed for any purpose the holder of the number of shares of Class A Preferred
Stock or the number of one one-hundredths of a share of Junior Preferred Stock
or any other securities, cash or other property of the Company which may at any
time be issuable on the exercise of the Rights represented thereby, nor shall
anything contained in this Agreement or in any Rights Certificate be construed
to confer upon the holder of any Rights Certificate, as such, any of the rights
of a stockholder of the Company or including, without limitation, any right to
vote for the election of directors or upon any matter submitted to stockholders
at any meeting thereof, or to give or withhold consent to any corporate action,
or to receive notice of meetings or other actions affecting stockholders (except
as provided in Section 24 of this Agreement), or to receive dividends,
distributions or subscription rights, or otherwise, until the Right or Rights
evidenced by such Rights Certificate shall have been exercised in accordance
with the provisions of this Agreement.

    


    Section 18.   
Concerning the Rights Agent.

    


    
      	
                                                    
      (a)

            	
              The
      Company agrees to pay to the Rights Agent reasonable compensation for all
      services rendered by it hereunder and, from time to time, on demand of the
      Rights Agent, its reasonable expenses and counsel fees and disbursements
      and other disbursements incurred in the administration and execution of
      this Agreement and the exercise and performance of its duties
      hereunder.

            


    

    


    
      	
                                                    
      (b)

            	
              The
      Company also agrees to indemnify the Rights Agent for, and to hold it
      harmless against, any loss, liability, or expense, incurred without
      negligence, bad faith or willful misconduct or breach of this Agreement on
      the part of the Rights Agent, for anything done or omitted by the Rights
      Agent in connection with the acceptance and administration of this
      Agreement, including the costs and expenses of defending against any claim
      of liability in the premises. The Rights Agent agrees to notify the
      Company of the written assertion of any claim against the Rights Agent or
      of any action commenced against the Rights Agent, with respect to which
      the Rights Agent intends to seek indemnity under this Section 18(b),
      promptly after the Rights Agent shall have received such written assertion
      of a claim or shall have been served with the summons or other first legal
      process giving information as to the nature and basis of the claim. The
      Company will be entitled to participate at its own expense in the defense,
      and, if the Company so elects at any time after receipt of such notice,
      the Company may assume the defense, of any suit brought to enforce any
      such claim. In the event that the Company assumes the defense of any such
      suit, the Company will not be liable for any counsel fees and expenses
      thereafter incurred by the Rights Agent. The Company will not be liable
      for any settlement of any such claim or action effected without its
      written consent. This indemnification shall survive the termination of
      this Agreement.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
                                                    
      (c)

            	
              The
      Rights Agent shall be protected and shall incur no liability for or in
      respect of any action taken, suffered or omitted by it in connection with
      its administration of this Agreement in reliance upon any Rights
      Certificate or certificate for Stock or for other securities of the
      Company, instrument of assignment or transfer, power of attorney,
      endorsement, affidavit, letter, notice, direction, consent, certificate,
      statement, or other paper or document 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
20.

            


    

    


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

    


    
      	
                                                    
      (a)

            	
              Any
      corporation into which the Rights Agent or any successor Rights Agent may
      be merged or with which it may be consolidated, or any corporation
      resulting from any merger or consolidation to which the Rights Agent or
      any successor Rights Agent shall be a party, or any corporation succeeding
      to the corporate trust or stock transfer 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 document or
      any further act on the part of any of the parties hereto; provided,
      however, that such corporation would be eligible for appointment as a
      successor Rights Agent under the provisions of Section 21 of this
      Agreement. In case at the time such successor Rights Agent shall succeed
      to the agency created by this Agreement, any of the Rights Certificates
      shall have been countersigned but not delivered, any such successor Rights
      Agent may adopt the countersignature of a predecessor Rights Agent and
      deliver such Rights Certificates so countersigned; and in case at that
      time any of the Rights Certificates shall not have been countersigned, any
      successor Rights Agent may countersign such Rights Certificates either in
      the name of the predecessor or in the name of the successor Rights Agent;
      and in all such cases such Rights Certificates shall have the full force
      provided in the Rights Certificates and in this
  Agreement.

            


    

    


    
      	
                                                    
      (b)

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

            


    

    


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

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
                                                    
      (a)

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

            


    

    


    
      	
                                                    
      (b)

            	
              Whenever
      in the performance of its duties under this Agreement the Rights Agent
      shall deem it necessary or desirable that any fact or matter (including,
      without limitation, the identity of any Acquiring Person (or any Affiliate
      or associate of an Acquiring Person) and the determination of "current
      market price") be proved or established by the Company prior to taking or
      suffering any action hereunder, such fact or matter (unless other evidence
      in respect thereof be specifically prescribed in this Agreement) may be
      deemed to be conclusively proved and established by a certificate signed
      by the Chairman, any Vice Chairman, the President, any Vice President
      thereunto duly authorized, the Treasurer, any Assistant Treasurer, the
      Secretary or any Assistant Secretary of the Company and delivered to the
      Rights Agent; and such certificate shall be full authorization to the
      Rights Agent for any action taken or omitted by it in good faith under the
      provisions of this Agreement in reliance upon such
      certificate.

            


    

    


    
      	
                                                     (c)

            	
              The
      Rights Agent shall be liable hereunder only for its own negligence, bad
      faith or willful misconduct or breach of this Agreement by it or its
      attorneys or agents.

            


    

    


    
      	
                                                    
      (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 Rights
      Certificates or be required to verify the same (except as to its
      countersignature on such Rights Certificates), 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 be under any responsibility in respect of the
      validity of this Agreement or the execution and delivery of this Agreement
      (except the due execution and delivery f this Agreement by the Rights
      Agent) or in respect of the validity or execution of any Rights
      Certificate (except its countersignature thereof); nor shall it be
      responsible for any breach by the Company of any covenant or condition
      contained in this Agreement or in any Rights Certificate; nor shall it be
      responsible for any adjustment required under the provisions of Section 11
      or Section 13 of this Agreement or responsible for the manner, method or
      amount of any such adjustment or the ascertaining of the existence of
      facts that would require any such adjustment (except with respect to the
      exercise of Rights evidenced by Rights Certificates after actual notice of
      any such adjustment); 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 Class A Preferred Stock, Common Stock or Junior Preferred
      Stock to be issued pursuant to this Agreement or any Rights Certificate or
      as to whether any shares of Class A Preferred Stock, Common Stock or
      Junior Preferred Stock will, when so issued, be validly authorized and
      issued, fully paid and
nonassessable.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
                                                    
      (f)

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

            


    

    


    
      	
                                                    
      (g)

            	
              The
      Rights Agent is hereby authorized and directed to accept instructions with
      respect to the performance of its duties hereunder from the Chairman, any
      Vice Chairman, the President, any Vice President thereunto duly
      authorized, the Secretary, any Assistant Secretary, the Treasurer or any
      Assistant Treasurer of the Company, and to apply to such officers for
      advice or instructions in connection with its duties, and it shall not be
      liable for any action taken or omitted to be taken by it in good faith in
      accordance with instructions of any such
  officer.

            


    

    


    
      	
                                                    
      (h)

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

            


    

    


    
      	
                                                    
      (i)

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

            


    

    


    
      	
                                                    
      (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 hereunder if there shall be reasonable grounds for believing that
      repayment of such funds or adequate indemnification against such risk or
      liability is not reasonably assured to the Rights
  Agent.

            


    

    


    
      	
                                                    
      (k)

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

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    Section 21.    Change of
Rights Agent. The Rights Agent or any successor Rights Agent may resign and be
discharged from its duties under this Agreement upon thirty (30) days' notice in
writing mailed to the Company, and to each transfer agent of the Class A
Preferred Stock, the Common Stock and the Junior Preferred Stock, by registered
or certified mail, and to the holders of the Rights Certificates by first-class
mail. The Company may remove the Rights Agent or any successor Rights Agent upon
not less than ten (10) 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
Class A Preferred Stock, the Common Stock and Junior Preferred Stock, by
registered or certified mail, and to the holders of the Rights Certificates by
first-class mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Rights Agent. Notwithstanding any other provision of this Agreement, in no
event shall the resignation or removal of a Rights Agent be effective until a
successor Rights Agent shall have been appointed and have accepted such
appointment. If the Company shall fail to make such appointment within a period
of thirty (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 Rights Certificate (who shall,
with such notice, submit his Rights Certificate for inspection by the Company),
then any registered holder of any Rights Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a court, shall be (i)
a corporation organized and doing business under the laws of the United States
or of any state of the United States, in good standing, which is authorized
under such laws to exercise corporate trust or stock transfer powers and is
subject to supervision or examination by federal or state authority and which
has at the time of its appointment as Rights Agent a combined capital and
surplus of at least $100,000,000 or (ii) an affiliate of a corporation described
in clause (i) of this sentence. After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Rights Agent without further act or deed; but
the predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment, the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of
the Stock and the Preferred Stock and mail a notice thereof in writing to the
registered holders of the Rights Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may
be.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    Section 22.    Issuance
of New Rights Certificates. Notwithstanding any of the provisions of this
Agreement or of the Rights to the contrary, the Company may, at its option,
issue new Rights Certificates evidencing Rights in such form as may be approved
by its Board of Directors to reflect any adjustment or change in the Purchase
Price per share and the number or kind or class of shares or other securities or
property purchasable under the Rights Certificates made in accordance with the
provisions of this Agreement or which, in the opinion of the Board of Directors,
is otherwise necessary or appropriate to reflect the occurrence of any of the
events referred to in Section 11 or Section 13 of this Agreement. In addition,
in connection with the issuance or sale of shares of Stock following the
Distribution Date and prior to the redemption or expiration of the Rights, the
Company (a) shall, with respect to shares of Stock so issued or sold pursuant to
the exercise of stock options or under any employee plan or arrangement, or upon
the exercise, conversion or exchange of securities, notes or debentures granted,
awarded or issued prior to the Distribution Date, and (b) may, in any other
case, if deemed necessary or appropriate by the Board of Directors of the
Company, issue Rights Certificates representing the appropriate number and
Series of Rights in connection with such issuance or sale; provided, however,
that (i) no such Rights Certificate shall be issued if, and to the extent that,
the Company shall be advised by counsel that such issuance would create a
significant risk of material adverse tax consequences to the Company or the
Person to whom such Rights Certificate would be issued, and (ii) no such Rights
Certificate shall be issued if, and to the extent that, appropriate adjustment
shall otherwise have been made in lieu of the issuance thereof.

    


    Section 23.   
Redemption and Termination.

    


    
      	
                                                    
      (a)

            	
              The
      Board of Directors of the Company may, at its option, at any time prior to
      the earlier of (i) the Close of Business on the tenth day following the
      Stock Acquisition Date (or, if the Stock Acquisition Date shall have
      occurred prior to the Record Date, the Close of Business on the tenth day
      following the Record Date), or (ii) the Expiration Date, redeem all but
      not less than all the then outstanding Rights at a redemption price of
      $.01 per Right, as such amount may be appropriately adjusted to reflect
      any stock split, stock dividend or similar transaction occurring after the
      date of this Agreement (such redemption price being hereinafter referred
      to as the "Redemption Price"). Notwithstanding anything contained in this
      Agreement to the contrary, the Rights shall not be exercisable after the
      first occurrence of a Section 11(a)(ii) Event until such time as the
      Company's right of redemption hereunder has expired. The Company may, at
      its option, pay the Redemption Price in cash, fractional shares, shares of
      a Class A Preferred Stock (in the case of Series A Rights), Common Stock
      (in the case of Series B Rights) (in each case based on the "current
      market price," as defined in Section 11(d) of this Agreement, of such
      shares at the time of redemption) or any other form of consideration
      deemed appropriate by the Board of
Directors.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
                                                    
      (b)

            	
              Immediately
      upon the action of the Board of Directors of the Company ordering the
      redemption of the Rights, evidence of which shall have been filed with the
      Rights Agent, and without any further action and without any notice, the
      right to exercise the Rights will terminate and the only right thereafter
      of the holders of Rights shall be to receive the Redemption Price for each
      Right so held. Promptly after the action of the Board of Directors
      ordering the redemption of the Rights, the Company shall give notice of
      such redemption to the Rights Agent and the holders of the then
      outstanding Rights by mailing such notice to all such holders at each
      holder's last address as it appears upon the registry books of the Rights
      Agent or, prior to the Distribution Date, on the registry books of the
      transfer agent for the Stock. Any notice which is mailed in the manner
      herein provided shall be deemed given, whether or not the holder receives
      the notice. Each such notice of redemption will state the method by which
      the payment of the Redemption Price will be made. In any case, failure to
      give such notice by mail, or any defect in the notice, to any particular
      holder of Rights shall not affect the sufficiency of the notice to other
      holders of Rights. In the case of a redemption permitted under this
      Section 23, the Company may, at its option, discharge all of its
      obligations with respect to the Rights by (i) issuing a press release
      announcing the manner of redemption of the Rights and (ii) mailing payment
      of the Redemption Price to the registered holders of the Rights at their
      last addresses as they appear on the registry books of the Rights Agent
      or, prior to the issuance of the Rights Certificates, on the registry
      books of the transfer agent for the Common Stock, and upon such action,
      all outstanding Rights Certificates shall be null and void without any
      further action by the Company. Neither the Company nor any of its
      Affiliates or Associates may redeem, acquire or purchase for value any
      Rights at any time in any manner other than as specifically set forth in
      this Section 23 and other than in connection with the purchase of shares
      of Common Stock prior to the earlier of the Distribution Date and the
      Expiration Date.

            


    

    


    Section 24.    Notice of
Certain Events.

    


    
      	
                                                    
      (a)

            	
              In
      case the Company shall propose, at any time after the Distribution Date,
      (i) to pay any dividend payable in stock of any class to the holders of
      Class A Preferred Stock or Junior Preferred Stock or to make any other
      distribution to the holders of Class A Preferred Stock or Junior Preferred
      Stock (other than a regular quarterly cash dividend out of earnings or
      retained earnings of the Company), or (ii) to offer to the holders of
      Class A Preferred Stock or Junior Preferred Stock rights or warrants to
      subscribe for or to purchase any additional shares of Class A Preferred
      Stock or Junior Preferred Stock or shares of stock of any class or any
      other securities, rights or options, or (iii) to effect any
      reclassification of its Class A Preferred Stock or Junior Preferred Stock
      (other than a reclassification involving only the subdivision of
      outstanding shares of Class A Preferred Stock or Junior Preferred Stock),
      or (iv) to effect any consolidation or merger into or with any other
      Person (other than a Subsidiary of the Company in a transaction which
      complies with Section 11(o) of this Agreement), or to effect any sale,
      lease, exchange or other transfer or disposition (or to permit one or more
      of its Subsidiaries to effect any sale, lease, exchange or other transfer
      or disposition), in one transaction or a series of related transactions,
      of more than 50% of the assets or earning power of the Company and its
      Subsidiaries (taken as a whole) to any other Person or Persons (other than
      the Company and/or any of its Subsidiaries in one or more transactions
      each of which complies with Section 11(o) of this Agreement), or (v) to
      effect the liquidation, dissolution or winding up of the Company, then, in
      each such case, the Company shall give to each holder of a Rights
      Certificate, to the extent feasible and in accordance with Section 25 of
      this Agreement, a notice of such proposed action, which shall specify the
      record date for the purposes of such stock dividend, distribution of
      rights or warrants, or the date on which such reclassification,
      consolidation, merger, sale, lease, exchange, transfer, disposition,
      liquidation, dissolution or winding up is to take place and the date of
      participation therein by the holders of the shares of Class A Preferred
      Stock or Junior 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 clause (i)
      or (ii) above at least twenty (20) days prior to the record date for
      determining holders of the shares of Class A Preferred Stock or Junior
      Preferred Stock for purposes of such action, and in the case of any such
      other action, at least twenty  (20) days prior to the date of
      participation therein by the holders of the shares of Class A Preferred
      Stock or Junior Preferred Stock, whichever shall be the
      earlier;

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
                                                    
      (b)

            	
              In
      case any of the events set forth in Section 11(a)(ii) or Section 13(a) of
      this Agreement shall occur, then, in any such case, (i) the Company shall
      as soon as practicable thereafter give to each holder of a Rights
      Certificate, to the extent feasible and in accordance with Section 23 of
      this Agreement, a notice of the occurrence of such event, which shall
      specify the event and the consequences of the event to holders of Rights
      under Section 11(a)(ii) or Section 13 of this Agreement, and (ii) all
      references in the preceding paragraph to Junior Preferred Stock shall be
      deemed thereafter to refer to Common Stock and/or, if appropriate, other
      securities.

            


    

    


    The failure to give notice as required
by this Section 24 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.
Section 25. Notices. Notices or demands authorized by this Agreement to be given
or made by the Rights Agent or by the holder of any Rights Certificate to or on
the Company shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed (until another address if filed in writing with the
Rights Agent) as follows or delivered in person to the following
address:

    


    MAXXAM Inc.

    5847 San Felipe, Suite
2600

    Houston, Texas 77057

    Attention:  General
Counsel

     

    
      


      


      
        	
                 
      

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

              


      

      


      American Stock Transfer & Trust
Company

      40 Wall Street

      New York New
York  10005

      Attention:  George
Karfunkel

      


      
        	
                 
      

              	
                Notices
      or demands authorized by this Agreement to be given or made by the Company
      or the Rights Agent to the holder of any Rights Certificate or, if prior
      to the Distribution Date, to the holder of certificates representing
      shares of Stock) shall be sufficiently given or made if sent by
      first-class mail, postage prepaid, addressed to such holder at the address
      of such holder as shown on the registry books of the Company or delivered
      in person to such address.

              


      

      




    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Section
26.   Supplements and Amendments. Prior to the Distribution Date,
the Company and the Rights Agent shall, if the Company so directs, supplement or
amend any provision of this Agreement without the approval of any holders of
certificates representing shares of Stock, and without any further action and
without notice, such amendment or supplement should be deemed effective. From
and after the Distribution Date the Company may, and the Rights Agent shall if
the Company so directs, supplement or amend this Agreement without the approval
of any holder of Rights certificates in order (i) to cure any ambiguity, (ii) to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provision contained herein, (iii) to extend the
Expiration Date or any other time period hereunder, or (iv) to change or
supplement the provisions hereunder in any manner which the Company may deem
necessary or desirable and which shall not adversely affect the interests of the
holders of Rights (other than an Acquiring Person or an Affiliate or Associate
of an Acquiring Person); provided, this Agreement may not be supplemented or
amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time
period relating to when the Rights may be redeemed at such time as the Rights
are not then redeemable, or (B) any other time period, unless such lengthening
is for the purpose of protecting, enhancing or clarifying the rights of, and/or
the benefits to, the holders of Rights. Without limiting the foregoing, the
Company and the Rights Agent shall, if the Company so directs, amend this
Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) to not
less than 10%; provided, however, that if any Person, at the time the threshold
with respect to the determination of a Person's becoming an Acquiring Person is
so lowered, beneficially owns shares of Common Stock in excess of such lowered
threshold and was not an Acquiring Person immediately prior to such time, such
Person shall not become an Acquiring Person by virtue of such threshold having
been lowered unless and until such Person shall thereafter become, alone or
together with its Affiliates and Associates, the Beneficial Owner of any
additional shares of Common Stock (other than (x) through the exercise of any
presently outstanding options, or the issuance hereafter by the Company of any
options, stock appreciation rights or other securities convertible into or
exercisable for stock (or the exercise of any such options, rights or other
securities), (y) as a result of a dividend by the Company payable in stock or
securities convertible into or exercisable for stock, or (z) by reason of the
acquisition
by such Person of beneficial ownership of an aggregate of no more than 10,000
shares of Common Stock (such number to be appropriately adjusted to reflect
stock dividends, splits, reclassifications and combinations from and after the
date of this Agreement) in any single calendar year; provided, that none of such
shares are owned directly by such Person or nominees for such Person. Promptly
following the adoption of any amendment or supplement pursuant to this Section
26, an appropriate officer of the Company shall deliver to the Rights Agent a
copy of resolutions of the Company adopting such amendment or supplement. Upon
such delivery, the amendment or supplement shall be administered by the Rights
Agent as part of this Agreement in accordance with the terms of this Agreement,
as so amended or supplemented. Prior to the Distribution Date, the interests of
the holders of Rights shall be deemed coincident with the interests of the
holders of Stock.

      


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Section 27.   
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 28.   
Determinations and Actions by the Board of Directors, 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(1)(i) of the General Rules and Regulations under the
Exchange Act, as in effect on the date of this Agreement. The Board of Directors
of the Company shall have the exclusive power and authority to administer this
Agreement and to exercise all rights and powers specifically granted to the
Board of Directors of the Company, or as may be necessary or advisable in the
administration of this Agreement, including, without limitation, the right and
power to (i) interpret the provisions of this Agreement, and (ii) make all
determinations deemed necessary or advisable for the administration of this
Agreement (including a determination to redeem or not redeem the Rights or to
amend or supplement 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
of Directors of the Company in good faith, shall (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 of Directors of the Company to any
liability to the holders of the Rights.

    


    Section 29.   
Exchange.

    


    
      	
                                                    
      (a)

            	
              Subject
      to paragraph (c) of this Section 29, the Board of Directors of the Company
      may, at its option, at any time after any Person becomes an Acquiring
      Person, exchange all but not less than all the then outstanding and
      exercisable Rights (which shall not include Rights that have become void
      pursuant to the provisions of Section 7(e) of this Agreement) for (i) in
      the case of Series A Rights, for Class A Preferred Stock at an exchange
      ratio of one share of Class A Preferred Stock per Series A Right, and (ii)
      in the case of Series B Rights, for Common Stock at an exchange ratio of
      one share of Common Stock per Series B Right, in each case as
      appropriately adjusted to reflect any stock splits, stock dividends or
      similar transactions occurring after the date of this Agreement (such
      exchange being hereinafter referred to as the "Exchange" and such exchange
      ratios being hereinafter referred to as the "Exchange
      Ratios").

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
                                                    
      (b)

            	
              Immediately
      upon the action of the Board of Directors of the Company authorizing the
      Exchange and without any further action and without any notice, the right
      to exercise the Rights will terminate and the only right thereafter of the
      holders of Rights included in the Exchange shall be to receive that number
      of shares of Class A Preferred Stock or Common Stock, as the case may be,
      equal to the number of Rights held by such holder multiplied by the
      appropriate Exchange Ratio. The Company shall promptly give public notice
      of the Exchange; provided, however, that the failure to give notice or any
      defect in such notice shall not affect the validity of the Exchange.
      Within 10 days after such action of the Board of Directors ordering the
      Exchange, the Company shall mail a notice to the Rights Agent and the
      holders of such Rights at their last addresses as they appear upon the
      registry books of the Rights Agent. Any notice which is mailed in the
      manner herein provided shall be deemed given whether or not the holder
      receives the notice. Each such notice of Exchange will state the method by
      which the Exchange will be
effected.

            


    

    


    
      	
                                                    
      (c)

            	
              In
      the event that the number of shares of Class A Preferred Stock or shares
      of Common Stock which are authorized by the Company's Restated Certificate
      of Incorporation but not outstanding or reserved for issuance for purposes
      other than upon exercise of the Rights are not sufficient to permit the
      Exchange, or if the Board of Directors of the Company so elects in its
      discretion, the Exchange Ratio as to the Series A Rights shall instead
      equal one Class A Preferred Equivalent per Series A Right, and/or the
      Exchange Ratio as to the Series B Rights shall instead equal one Common
      Stock Equivalent per Series B
Rights.

            


    

    


    
      	
                                                    
      (d)

            	
              The
      Company shall not be required to issue fractions of shares of Class A
      Preferred Stock or fractions of shares of Common Stock or to distribute
      certificates which evidence such fractional shares. In lieu of such
      fractional shares, there may be paid to the registered holders of the
      Rights Certificates with regard to which such fractional shares would
      otherwise be issuable, an amount in cash equal to the same fraction of the
      current market value of one share of Class A Preferred Stock or one share
      of Common Stock, as the case may be. For the purposes of this paragraph
      (d), the current market value of one share of Class A Preferred Stock
      shall be the closing price of a share of Class A Preferred Stock (as
      determined pursuant to Section 11(d) of this Agreement) for the Trading
      Day immediately prior to the Exchange Date, and the current market value
      of the share of Common Stock shall be the closing price of a share of
      Common Stock (as determined pursuant to Section 11(d) of this Agreement)
      for the Trading Day immediately prior to the Exchange
  Date.

            


    

    


    Section 30.    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 Rights Certificates (and, prior to the Distribution Date, registered holders
of the 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 Rights Certificates
(and, prior to the Distribution Date, registered holders of the
Stock).

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Section 31.   
Severability. If any term, provision, covenant, or restriction of this Agreement
is held by a court of competent jurisdiction or other authority to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated; provided, however, that
notwithstanding anything in this Agreement to the contrary, if any such term,
provision, covenant or restriction is held by such court or authority to be
invalid, void or unenforceable and the Board of Directors of the Company
determines in its good faith judgment that severing the invalid language from
this Agreement would adversely affect the purpose or effect of this Agreement,
the right of redemption set forth in Section 23 of this Agreement shall be
reinstated and shall not expire until the Close of Business on the tenth
Business Day following the date of such determination by the Board of Directors.
The Company and the Rights Agent may amend this Agreement to modify, revise or
delete such term, provision, covenant or restriction to the extent necessary to
comply with such law as so changed.

    


    Section 32.   Governing Law.
This Agreement, each Right and each Rights 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 made and to be performed entirely within such
State.

    


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

    


    Section 34.   
References. Unless the context otherwise clearly requires, the terms "of this
Agreement," "hereunder," "herein" and the like refer to this entire Agreement
and not to any particular Section.

    


    Section 35.   Descriptive
Headings. Descriptive headings of the several Sections of this Agreement are
inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions of this Agreement.

    


    Section 36.   Grammatical
Construction. Throughout this Agreement, where such meanings would be
appropriate, (a) any pronouns used herein shall include the corresponding
masculine, feminine or neuter forms (e.g., references to "he" shall also include
"she" and "it" and references to "who" and "whom" shall also include "which"),
(b) the plural form of nouns and pronouns shall include the singular and
vice-versa, (c) reference to a Section means a Section of this Agreement, and
(d) the word "including" means "including, without limitation," whether
expressly stated or not.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

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

    


    
      	 
      	
              MAXXAM
      INC.:

            
	 
      	 
      
	 
      	
              By:

            	
              /s/
      Bernard L. Birkel

            
	 
      	
              Name:

            	
              Bernard
      L. Birkel

            
	 
      	
              Title:

            	
              Secretary

            
	 
      	 
      	 
      
	 
      	
              American
      Stock Transfer & Trust Company

            
	 
      	
              as
      Rights Agent

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      Herbert J. Lemmer

            
	 
      	
              Name:

            	
              Herbert
      J. Lemmer

            
	 
      	
              Title:

            	
              Vice
      President