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Exhibit 4.2  


 
 

RIVERWOOD HOLDING, INC.
  
    and
  
    WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCATION    
    




 
 

FORM OF
  
    RIGHTS AGREEMENT    
    


        
Dated as of                             , 2003 






   TABLE OF CONTENTS 



	 
	 	 
	 	Page

	Section 1.	 	Certain Definitions	 	1
	

Section 2.	
 	

Appointment of Rights Agent	
 	

6
	

Section 3.	
 	

Issuance of Right Certificates	
 	

6
	

Section 4.	
 	

Form of Right Certificates	
 	

7
	

Section 5.	
 	

Countersignature and Registration	
 	

7
	

Section 6.	
 	

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

8
	

Section 7.	
 	

Exercise of Rights; Purchase Price; Expiration Date of Rights	
 	

9
	

Section 8.	
 	

Cancellation of Right Certificates	
 	

10
	

Section 9.	
 	

Reservation and Availability of Capital Stock	
 	

10
	

Section 10.	
 	

Preferred Stock Record Date	
 	

11
	

Section 11.	
 	

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

12
	

Section 12.	
 	

Certificate of Adjusted Purchase Price or Number of Shares	
 	

18
	

Section 13.	
 	

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

18
	

Section 14.	
 	

Fractional Rights and Fractional Shares	
 	

20
	

Section 15.	
 	

Rights of Action	
 	

21
	

Section 16.	
 	

Agreement of Right Holders	
 	

21
	

Section 17.	
 	

Right Certificate Holder Not Deemed a Stockholder	
 	

22
	

Section 18.	
 	

Concerning the Rights Agent	
 	

22
	

Section 19.	
 	

Merger or Consolidation or Change of Name of Rights Agent	
 	

22
	

Section 20.	
 	

Duties of Rights Agent	
 	

23
	

Section 21.	
 	

Change of Rights Agent	
 	

24
	

Section 22.	
 	

Issuance of New Right Certificates	
 	

25
	 	 	 	 	 





i





 


	

Section 23.	
 	

Redemption	
 	

25
	

Section 24.	
 	

Exchange	
 	

26
	

Section 25.	
 	

Notice of Certain Events	
 	

27
	

Section 26.	
 	

Notices	
 	

28
	

Section 27.	
 	

Supplements and Amendments	
 	

28
	

Section 28.	
 	

Successors	
 	

29
	

Section 29.	
 	

Determinations and Actions by the Board of Directors, etc.	
 	

29
	

Section 30.	
 	

Benefits of this Agreement	
 	

29
	

Section 31.	
 	

Severability	
 	

29
	

Section 32.	
 	

Governing Law	
 	

30
	

Section 33.	
 	

Counterparts	
 	

30
	

Section 34.	
 	

Descriptive Headings	
 	

30
	

Exhibit A—Form of Certificate of Designation	
 	

31
	

Exhibit B—Form of Right Certificate	
 	

36
	

Exhibit C—Summary of Rights to Purchase Preferred Stock	
 	

43




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FORM OF

RIGHTS AGREEMENT 


        This
Rights Agreement, dated as of                        , 2003 (the "Agreement"),
between Riverwood Holding, Inc., to be
renamed Graphic Packaging Corporation, a Delaware corporation (the "Corporation"), and Wells Fargo Bank Minnesota, National Association, a national
banking association (the "Rights Agent"), 


W I T N E S S E T H: 


        WHEREAS,
the Board of Directors of the Corporation has authorized the issuance of one Right (each, a "Right") with respect to each share
of Common Stock (as hereinafter defined) of the Corporation issued and outstanding as of the Close of Business (as hereinafter defined)
on                        , 2003 (the
"Record Date"), each Right initially representing the right to purchase one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $0.01 per share (as such number may be adjusted pursuant to the provisions of this Agreement) of the Corporation having the rights and preferences set forth in
the Certificate of Designation attached hereto as Exhibit A, upon the terms and subject to the conditions hereinafter set forth, and has further
authorized and directed the issuance of one Right (as such number may be adjusted pursuant to the provisions of this Agreement) with respect to each share of Common Stock that shall become outstanding
(whether originally issued or delivered from the Corporation's treasury) between the Record Date and the earlier of the Distribution Date and the Expiration Date (as such terms are hereinafter
defined), and in certain circumstances after the Distribution Date; 


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


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


        (a)   "Acquiring Person" shall mean 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 shares of Common Stock of the Corporation then outstanding, but shall not include any Exempt Person; provided,
however, an "Acquiring Person" shall also not include any Grandfathered Person, unless such Grandfathered Person shall become, at any time after the Grandfathered Time, the
Beneficial Owner of more than the Grandfathered Percentage of the shares of Common Stock of the Corporation applicable to such Grandfathered Person. Notwithstanding the foregoing: 



          (i)  no
Person shall become an "Acquiring Person" as the result of an acquisition of shares of Common Stock by the Corporation which, by reducing the number of shares of
Common Stock outstanding, increases the proportionate number of shares Beneficially Owned by such Person to 15% or more of the shares of Common Stock of the Corporation then outstanding (or, in the
case of a Grandfathered Person, a percentage of the shares of the Common Stock of the Corporation greater than the Grandfathered Percentage applicable to such Grandfathered Person),  provided,
however, that if a Person shall become the Beneficial Owner of 15% or more of the shares of
Common Stock of the Corporation (or, in the case of a Grandfathered Person, of a percentage of the shares of the Common Stock of the Corporation greater than the Grandfathered Percentage applicable to
such Grandfathered Person) by reason of share purchases by the Corporation and shall, after such share purchases by the Corporation, become the Beneficial Owner of any additional shares of Common
Stock of the Corporation (other than from the Corporation pursuant to a stock dividend, reclassification or stock split), then such Person shall be deemed to be an "Acquiring Person" unless, upon
becoming the Beneficial Owner of such additional shares of Common Stock of the Corporation, such Person is not then the Beneficial Owner of 15% or more of the shares of Common Stock of the Corporation
then outstanding (or, in the case of a Grandfathered Person, of a percentage of the shares of the Common Stock of the Corporation greater than the Grandfathered Percentage applicable to such
Grandfathered Person); 






 

         (ii)  if
the Board of Directors of the Corporation determines in good faith that a Person who would otherwise be an "Acquiring Person" has become such inadvertently
(including, without limitation, because (A) such Person was unaware that he or it Beneficially Owned a percentage of Common Stock that would otherwise
cause such Person to be an "Acquiring Person" or (B) such Person was aware of the extent of his or its Beneficial Ownership but had no actual knowledge
of the consequences of such Beneficial Ownership under this Agreement) and without any intention of changing or influencing control of the Corporation, and if such Person as promptly as practicable
has divested or divests himself or itself of Beneficial Ownership of a sufficient number of shares of Common Stock so that such Person would no longer be an "Acquiring Person," then such Person shall
not be deemed to be or to have become an "Acquiring Person" for any purposes of this Agreement; 


        (iii)  no
Person shall become an "Acquiring Person" by virtue of beneficial ownership of Common Stock of the Corporation by any Affiliate and/or Associate of such Person,
which Affiliate and/or Associate is deemed to be an Affiliate and/or Associate of such Person solely by reason of such Affiliate and/or Associate being a director or officer of the Corporation; and 



        (iv)  to
the extent that the Grandfathered Persons are subject to the Stockholders Agreement and to the extent that such Grandfathered Persons as parties to the Stockholders
Agreement could be deemed a "group" (as such term is used in Rule 13d-5 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as in effect on the date of this Agreement), no Grandfathered Person shall become an "Acquiring Person" unless and until such
Grandfathered Person becomes the Beneficial Owner of more than the Grandfathered Percentage of the shares of Common Stock of the Corporation applicable to such Grandfathered Person without including
the number of shares Beneficially Owned by the other Grandfathered Persons. 




        (b)   "Act" shall have the meaning set forth in Section 9(c) hereof. 


        (c)   "Adjustment Shares" shall have the meaning set forth in Section 11(a)(ii) hereof. 


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


        (e)   "Agreement" shall have the meaning set forth in the first paragraph hereof. 


        (f)    A
Person shall be deemed the "Beneficial Owner" of and shall be deemed to "beneficially own" any securities: 



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


         (ii)  which
such Person or any of such Person's Affiliates or Associates, directly or indirectly, has the right to acquire (whether such right is exercisable immediately or
only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing), or upon the exercise of conversion rights, exchange rights, 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 payment or exchange, or (B) securities issuable upon exercise of Rights at any
time prior to the occurrence of a Section 11(a)(ii) Event or a Section 13 Event, or (C) securities issuable upon exercise of Rights
from and after the occurrence of a Section 11(a)(ii) Event or a Section 13 Event, which Rights were acquired by such Person or any of such Person's Affiliates or Associates 



2





 




prior
to the Distribution Date or pursuant to Section 3(a) or Section 22 hereof ("Original Rights") or pursuant to
Section 11(i) hereof in connection with an adjustment made with respect to any Original Rights; 


        (iii)  which
such Person or any of such Person's Affiliates or Associates, directly or indirectly, has or shares the right to vote or dispose of, including pursuant to any
agreement, arrangement or understanding (whether or not in writing); provided, however, that a Person
shall not be deemed the "Beneficial Owner" of, or to "beneficially own," any security if the agreement, arrangement or understanding to vote such security
(A) arises solely from a revocable proxy or consent given in response to a public proxy or consent solicitation made pursuant to, and in accordance
with, the Exchange Act and the applicable rules and regulations thereunder and (B) is not also then reportable by such Person on Schedule 13D
under the Exchange Act (or any comparable or successor report); or 


        (iv)  which
are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) and with respect to which such Person or any of such
Person's Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy or
consent as described in the proviso to subparagraph (iii) of this paragraph (f)) or disposing of such securities of the Corporation;  provided, however, that nothing in this paragraph (f) 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. 




        (g)   "Book-Entry" shall mean an uncertificated book entry for the Corporation's Common Stock. 


        (h)   "Business Day" shall mean any day other than a Saturday, Sunday or day on which the Rights Agent is authorized or
obligated by law or executive order to close. 


        (i)    "CDR Fund" shall mean Clayton, Dubilier & Rice Fund V Limited Partnership, an exempted limited partnership
organized under the laws of the Cayman Islands. 


        (j)    "Certificate of Designation" shall mean the Certificate of Designation of Series A Junior Participating Preferred
Stock setting forth the powers, preferences, rights, qualifications, limitations and restrictions of such series of preferred stock of the Corporation, a copy of which is attached hereto as  Exhibit A. 


        (k)   "Close of Business" on any given date shall mean 5:00 P.M., Eastern time, on such date;  provided, however, that if
such date is not a Business Day, it shall mean 5:00 P.M., Eastern
time, on the next succeeding Business Day. 


        (l)    "Common Stock" when used with reference to the Corporation shall mean the Common Stock, par value $0.01 per share, of the
Corporation. "Common Stock" when used with reference to any Person other than the Corporation which is organized in corporate form shall mean the capital stock with the greatest voting power, or the
equity securities or other equity interest having power to control or direct the management, of such Person or, if such Person is a Subsidiary of another Person, the Person which ultimately controls
such first-mentioned Person and which has issued any such outstanding capital stock, equity securities or equity interests. "Common Stock" when used with reference to any Person that is not organized
in corporate form shall mean units of beneficial interest that shall (i) represent the right to participate generally in the profits and losses of such
Person (including, without limitation, any flow-through tax benefits resulting from an ownership interest in such Person) and (ii) be
entitled to exercise the greatest voting power of such Person or, in the case of a limited partnership, shall have the power to remove the general partner or partners. 


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


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        (n)   "Corporation" shall have the meaning set forth in the first paragraph of this Agreement. 


        (o)   "Current Market Price" shall have the meaning set forth in Section 11(d) hereof. 


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



        (q)   "Distribution Date" shall have the meaning set forth in Section 3(a) hereof. 


        (r)   "Equivalent Preference Stock" shall have the meaning set forth in Section 11(b) hereof. 


        (s)   "Exchange Act" shall have the meaning set forth in Section 1(d) hereof. 


        (t)    "Exempt Person" means the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or
any Subsidiary of the Corporation, or any Person organized, appointed or established by the Corporation or such Subsidiary as a fiduciary for or pursuant to the terms of any such employee benefit plan
or for the purpose of funding any such plan or funding other employee benefits for employees of the Corporation or of any Subsidiary of the Corporation. 


        (u)   "EXOR" shall mean EXOR Group S.A., an investment holding company organized under the laws of Luxembourg. 


        (v)   "Expiration Date" shall have the meaning set forth in Section 7(a) hereof. 



        (w)  "Family Stockholder Group" shall mean collectively any and all of the following Persons, or any of the immediate
transferees of Common Stock of any of the following Persons: the Adolph Coors, Jr. Trust, any individual who or entity which has been, is or in the future becomes a trustee thereof, any other trust
the primary beneficiaries of which are descendants of Adolph Coors, Sr. or spouses of such descendants, and/or any individual who or entity which has been, is or in the future becomes a trustee of any
such trusts. 


        (x)   "Final Expiration Date" shall have the meaning set forth in Section 7(a) hereof. 



        (y)   "Grandfathered Percentage" shall mean the following percentages of the outstanding shares of Common Stock of the
Corporation that each such Grandfathered Person, together with all respective Affiliates and Associates of such Grandfathered Person, Beneficially Owns as of the Grandfathered Time, plus an additional
2.0%: in the case of (i) the CDR Fund, [    ]%; (ii) EXOR,
[    ]%; and (iii) the Family Stockholder Group, [    ]%. Notwithstanding the
foregoing, in the event any Grandfathered Person shall sell, transfer, or otherwise dispose of any outstanding shares of Common Stock of the Corporation after the Grandfathered Time, the Grandfathered
Percentage shall, subsequent to such sale, transfer or disposition, mean, with respect to such Grandfathered Person, the lesser of (i) the Grandfathered Percentage as in effect immediately
prior to such sale, transfer or disposition or (ii) the percentage of outstanding shares of Common Stock of the Corporation that such Grandfathered Person Beneficially Owns immediately
following such sale, transfer or disposition plus an additional 2.0%. 


        (z)   "Grandfathered Person" shall mean any one or more of the following Persons: the CDR Fund, EXOR and the Family Stockholder
Group for so long as each such Person, together with its respective Affiliates and Associates, shall be the Beneficial Owner of greater than 15% of the shares of Common Stock of the Corporation then
outstanding, provided that such Person shall cease to be a Grandfathered Person at such time when such Person shall become the Beneficial Owner of less
than 15% of the shares of Common Stock of the Corporation then outstanding. 


        (aa) "Grandfathered Time" shall mean the Effective Time (as such term is defined in the Agreement and Plan of Merger, among
the Corporation, Riverwood Acquisition Sub LLC and Graphic Packaging International Corporation, dated as of March 24, 2003). 


        (bb) "NASDAQ" shall have the meaning set forth in Section 11(d)(i) hereof. 



        (cc) "Original Rights" shall have the meaning set forth in Section 1(f)(i) hereof. 


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        (dd) "Ownership Statements" shall have the meaning set forth in Section 3(a) hereof. 


        (ee) "Person" shall mean any individual, firm, corporation, partnership, trust or other entity and shall include any
successor (by merger or otherwise) of such entity. For the purposes of this Agreement, the Family Stockholder Group shall be deemed to be a single Person. 


        (ff)  "Post-Event Transferee" shall have the meaning set forth in Section 7(e) hereof. 


        (gg) "Pre-Event Transferee" shall have the meaning set forth in Section 7(e) hereof. 



        (hh) "Preferred Stock" shall mean shares of Series A Junior Participating Preferred Stock, par value $0.01 per share,
of the Corporation, having the rights, powers and preferences, and the qualifications, limitations and restrictions set forth in the Certificate of Designation, and, to the extent there are not a
sufficient number of shares of Series A Junior Participating Preferred Stock authorized to permit the full exercise of the then outstanding Rights, shares of Equivalent Preference Stock or any
other series of preferred stock of the Corporation designated for such purpose by the Board of Directors of the Corporation containing terms substantially similar to the terms of the Series A
Junior Participating Preferred Stock. 


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


        (jj)   "Purchase Price" shall have the meaning set forth in Section 4 hereof. 


        (kk) "Record Date" shall have the meaning set forth in the WHEREAS clause at the beginning of this Agreement. 



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


        (mm) "Right Certificate" shall have the meaning set forth in Section 3(a) hereof. 


        (nn) "Rights" shall have the meaning set forth in the WHEREAS clause at the beginning of this Agreement. 


        (oo) "Rights Agent" shall have the meaning set forth in the first paragraph of this Agreement. 



        (pp) "Section 11(a)(ii) Event" shall have the meaning set forth in Section 11(a)(ii) hereof. 


        (qq) "Section 13 Event" shall have the meaning set forth in Section 13(a) hereof. 


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


        (ss)  "Stock Acquisition Time" shall mean the time of occurrence of whichever of the following first occurs:
(i) the first public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to
Section 13(d) of the Exchange Act) by the Corporation or an Acquiring Person that an Acquiring Person has become such or (ii) the communication
to the Corporation (including, without limitation, to the directors of the Corporation) of any notice (including, without limitation, any written consent or notice related thereto) from the Acquiring
Person indicating or reflecting that the Acquiring Person has become such. 


        (tt)  "Stockholders Agreement" shall mean the Stockholders Agreement, dated as of March 25, 2003, by and among the
Corporation, the Persons listed on Schedule I thereto, the CDR Fund, and EXOR. 


        (uu) "Subsidiary" shall mean, with respect to any Person, any corporation or other entity of which securities or other
ownership interests having ordinary voting power sufficient, in the absence of contingencies, to elect a majority of the board of directors or other persons performing similar functions are at the
time beneficially owned, directly or indirectly, by such Person, or otherwise controlled by such Person. 



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


5





 



        (ww) "Trading Day" shall have the meaning set forth in Section 11(d)(i) hereof. 


        (xx) "Voting Stock" shall mean (i) the shares of Common Stock of the
Corporation and (ii) any other shares of capital stock of the Corporation entitled to vote generally in the election of directors or entitled to vote
together with the shares of Common Stock in respect of any merger, consolidation, sale of all or substantially all of the Corporation's assets, liquidation, dissolution or winding up. 


        Section 2.
Appointment of Rights Agent. The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and
the holders of the Rights (who, in accordance with Section 3 hereof, shall prior to the Distribution Date also be the holders of the Common Stock of the Corporation) in accordance with the
terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time act as co-Rights Agent or appoint such co-Rights Agents
as it may deem necessary or desirable, upon 10 days' prior written notice to the Rights Agent. The Rights Agent shall have no duty to supervise, and shall in no event be liable for, the acts or
omissions of any such co-Rights Agent. Any actions which may be taken by the Rights Agent pursuant to the terms of this Agreement may be taken by any such Co-Rights Agent. 


        Section 3.
Issuance of Right Certificates. 


        (a)   Until
the earlier of the Close of Business on (i) the tenth day after the date on which the Stock Acquisition Time
occurs, or (ii) the tenth Business Day (or such specified or unspecified later date on or after the Record Date as may be determined by action of the
Board of Directors of the Corporation prior to such time as any Person becomes an Acquiring Person) after the commencement by any Person (other than an Exempt Person) of, or the first public
announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer for an amount of Common Stock of the Corporation which, together with the shares of
such stock already owned by such Person, would result in such Person becoming an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the
Rights) (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"),
(x) the Rights will be evidenced by a current ownership statement issued with respect to uncertificated shares of Common Stock in lieu of a stock
certificate (an "Ownership Statement"), or by the certificates for shares of Common Stock of the Corporation registered in the names of the holders
thereof, and not by separate Book-Entries and Ownership Statements or by separate Rights Certificates, and (y) the Rights will be
transferable only in connection with the transfer of the underlying Common Stock. 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 Common Stock of the Corporation as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the
Corporation, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right
Certificate"), evidencing one Right for each share of Common Stock of the Corporation so held, subject to adjustment and to the provisions of Section 14(a) hereof. As of
the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. 


        (b)   On
the Record Date or as soon as practicable thereafter, the Corporation will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form
attached hereto as Exhibit C, by first-class, postage-prepaid mail, to each record holder of its Common Stock as of the Close of Business on the
Record Date, at the address of such holder shown on the records of the Corporation. With respect to Book-Entries and Ownership Statements or certificates for Common Stock of the
Corporation outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such Book-Entries and Ownership Statements
or certificates for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any Common Stock represented by a
Book-Entry and Ownership Statement or the surrender for transfer of any certificate for Common Stock of the Corporation outstanding on the Record Date, with or without a copy of the
Summary of 


6






 



Rights,
shall also constitute the transfer of the Rights associated with the Common Stock represented by such Book-Entry and Ownership Statement or certificate. 


        (c)   Certificates
(or Ownership Statements) issued by the Corporation for Common Stock (whether upon transfer or exchange of outstanding Common Stock, original issuance or
disposition from the Corporation's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for the Rights and
shall have impressed on, printed on, written on or otherwise affixed to them the following legend: 



This
[certificate][statement] also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between the Corporation
and Wells Fargo Bank Minnesota, National Association, as it may be amended from time to time (the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. 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][statement]. The Corporation will mail to the holder of
this [certificate][statement] 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 set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person, or any Associate or Affiliate 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 (or Ownership Statements) containing the foregoing legend, until the earlier of (i) the Distribution Date or
(ii) the Expiration Date, the Rights associated with the Common Stock of the Corporation represented by such certificates or evidenced by such Ownership
Statements shall be evidenced by such certificates or Ownership Statements alone and registered holders of Common Stock of the Corporation shall also be the registered holders of the associated
Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Corporation represented by such certificates
or Ownership Statements. 


        Notwithstanding
this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. 


        Section 4.
Form of Right Certificates. 



        The
Right Certificates (and the forms of election to purchase, certification and assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in  Exhibit B hereto
and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the
Corporation 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 or national market system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of
Sections 11 and 22 hereof, the Right Certificates, whenever distributed, on their face
shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one
one-thousandths of a share of Preferred Stock set forth therein (the "Purchase Price"), but the amount and type of securities purchasable
upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreement. 


        Section 5.
Countersignature and Registration. 



        (a)   The
Right Certificates shall be executed on behalf of the Corporation manually or by facsimile by the Chairman of the Board, the President and Chief Executive Officer,
the Chief Financial Officer, the Treasurer, the General Counsel and also by any Secretary or any Assistant Secretary, either 


7





 



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


        (b)   Following
the Distribution Date, the Rights Agent will keep or cause to be kept, at its office designated for such purposes, books in any form or medium (including
electronic media) for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the
number of Rights evidenced by each of the Right Certificates on its face and the date and certificate number of each of the Right Certificates. 


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


        (a)   Subject
to the provisions of Sections 7(e) and 14 hereof, at any time after the Close of Business on the Distribution Date, and at or prior to the Close of Business on
the Expiration Date, any Right Certificate or Right Certificates may be transferred, split up, combined or exchanged for another Right Certificate or Right Certificates, entitling the registered
holder to purchase a like number of shares of Preferred Stock (or other securities, cash or assets, as the case may be) as the Right Certificate or Right Certificates surrendered then entitled such
holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Right Certificate or Right Certificates shall make such
request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent
designated for such purpose. Neither the Rights Agent nor the Corporation shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate or
Right Certificates until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Right Certificate or Right Certificates
and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Corporation shall reasonably request.
Thereupon the Rights Agent shall, subject to Sections 7(e) and 14 hereof, countersign and deliver to the Person entitled thereto a Right Certificate or Right Certificates, as the case may be, as so
requested. The Corporation may require payment from the holders of Right Certificates 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 such Right Certificates. 


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


8









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


        (a)   Subject
to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein
including, without limitation, the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a) hereof) in whole or in part at any time after the Distribution Date upon
surrender of the Right Certificate, with the form of election to purchase and certificate on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated
for such purpose, together with payment of the Purchase Price for each one one-thousandth of a share of Preferred Stock as to which the Rights are exercised, at or prior to the earliest of
(i) the Close of Business
on                                    , 2013 [10 years after
Record Date] (the
"Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in
Section 23 or (iii) the time at which the Rights are exchanged as provided in Section 24 (the earliest of (i), (ii) and
(iii) being herein referred to as the "Expiration Date"). 


        (b)   The
Purchase Price for each one one-thousandth of a share of Preferred Stock issued pursuant to the exercise of a Right shall initially be $35.00, shall be
subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. 



        (c)   Except
as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly
executed, accompanied by payment (in cash, or by certified bank check or money order payable to the order of the Corporation) of the Purchase Price for the Preferred Stock to be purchased and an
amount equal to any applicable transfer tax required to be paid by the holder of the Rights pursuant hereto in cash, or by certified bank check or money order payable to the order of the Corporation,
the Rights Agent shall, subject to Section 20(k) hereof, (i) (A) promptly requisition from any
transfer agent of the Preferred Stock (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of shares of Preferred Stock to be purchased and the
Corporation hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Corporation shall have elected to deposit
the total number of shares of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing interests
in such number of one one-thousandths of a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall
be deposited by the transfer agent with the depositary agent) and the Corporation hereby directs the depositary agent to comply with such request, (ii)
when appropriate, requisition from the Corporation the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof,
(iii) promptly requisition from the Corporation (A) certificates for the number of shares of other
securities or (B) the amount of cash or other assets, as the case may be, in each case to be purchased in lieu of shares of Preferred Stock, (iv)
promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or
names as may be designated by such holder, and (v) when appropriate, after receipt, promptly deliver such cash or other assets to or upon the order of
the registered holder of such Right Certificate. 


        (d)   In
case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to
the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Right Certificate, registered in such name or names as may be
designated by such holder, subject to the provisions of Section 14 hereof. 



        (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 any Affiliate or Associate of an Acquiring Person, (ii) a transferee of
any such Acquiring Person (or of 


9





 



any
such Affiliate or Associate) who becomes a transferee after such Acquiring Person becomes such (a "Post-Event Transferee"),
(iii) a transferee of any such Acquiring Person (or of any such Affiliate or Associate) who becomes a transferee prior to or concurrently with such
Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from such Acquiring Person
to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or
(B) a transfer which the Board of Directors of the Corporation has determined is part of a plan, arrangement or understanding which has as a primary
purpose or effect the avoidance of this Section 7(e) (a "Pre-Event Transferee") or
(iv) any subsequent transferee receiving transferred Rights from a Post-Event Transferee or a Pre-Event Transferee, either
directly or through one or more immediate transferees, shall be 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 Corporation shall use all reasonable efforts to ensure that the provisions of this Section 7(e) are complied with, but shall have
no liability to any holder of Right Certificates or other Person as a result of its failure to make 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 Corporation shall be obligated to undertake any action with respect to a
registered holder of any Right Certificate upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall, in addition to having
complied with the requirements of Section 7(a), have (i) completed and signed the certificate following the form of assignment or election to
purchase set forth on the reverse side of the Right Certificate surrendered for such assignment or exercise and (ii) provided such additional evidence
of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Corporation shall reasonably request. 


        Section 8.
Cancellation of Right Certificates. All Right Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Corporation or to any of its agents, be delivered to the Rights Agent for cancellation or in canceled form, or, if surrendered to the Rights Agent,
shall be canceled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Corporation shall deliver to the Rights
Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate purchased or acquired by the Corporation otherwise than upon the exercise thereof.
The Rights Agent shall deliver all canceled Right Certificates to the Corporation. 


        Section 9.
Reservation and Availability of Capital Stock. 


        (a)   The
Corporation covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following
the occurrence of a Section 11(a)(ii) Event or a Section 13 Event, out of its authorized and unissued shares of Common Stock or other securities or out of its authorized and
issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Section 11(a)(ii) Event or a Section 13 Event, Common Stock of the
Corporation or other securities) that, as provided in this Agreement, will be sufficient to permit the exercise in full of all outstanding Rights. 


        (b)   So
long as the Preferred Stock (and, following the occurrence of a Section 11(a)(ii) Event or a Section 13 Event, Common Stock of the Corporation or
other securities) issuable upon the exercise of Rights may be listed on any national securities exchange, the Corporation 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 upon official notice of issuance upon such exercise. 



        (c)   The
Corporation 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 or a Section 13 Event in which the consideration to be delivered by the Corporation upon exercise of the Rights has been determined
in 


10





 



accordance
with this Agreement, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the
"Act"), with respect to the securities purchasable upon exercise of the Rights on an appropriate form,
(ii) cause such registration statement to become effective as soon as practicable after such filing and
(iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of
(A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration
Date. The Corporation 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 Corporation may, acting by resolution of its Board of Directors, temporarily suspend, for a period of time not to exceed 90 days after the date set forth in
clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon
any such suspension, the Corporation shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as
the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualifications in such
jurisdiction shall not have been obtained or an exemption therefrom shall not be available. 



        (d)   The
Corporation covenants and agrees that it will take all such action as may be necessary to ensure that all one one-thousandths of a share of Preferred
Stock (and, following the occurrence of a Section 11(a)(ii) Event or a Section 13 Event, Common Stock of the Corporation 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
Corporation 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 Right Certificates or of any shares of Preferred Stock (or shares of Common Stock of the Corporation or other securities, as the case may be) upon the
exercise of Rights. The Corporation shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or
the issuance or delivery of certificates or depositary receipts for shares of Preferred Stock (or shares of Common Stock of the Corporation or other securities, as the case may be) in a name other
than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock of the
Corporation or other securities, as the case may be) or depositary receipts for Preferred Stock upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by
the holder of such Right Certificate at the time of surrender) or until it has been established to the Corporation's satisfaction that no such tax is due. 


        Section 10.
Preferred Stock Record Date. Each Person in whose name any certificate for a number of one one-thousandths
of a share of Preferred Stock (or shares of Common Stock of the Corporation 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 shares of Preferred Stock (or shares of Common Stock of the Corporation or other securities, as the case may be) represented thereby on, and such certificate shall be
dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made;  provided, however, that if the date of such surrender and payment is a date upon which the Corporation's
transfer books for the Preferred Stock (or Common Stock or other securities, as the case may be) are closed, such Person shall be deemed to have become the record holder of such shares (fractional and
otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Corporation's transfer books for the Preferred Stock (or Common Stock or other securities, as the case
may be) are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not 


11





 



be
entitled to any rights of a stockholder of the Corporation 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 Corporation, 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, or fractions thereof, 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 Corporation shall at any time after the date of this Agreement (A) declare or pay a dividend
on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock into a greater number of shares,
(C) combine or consolidate the outstanding Preferred Stock into a smaller number of shares or (D) issue
any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the
continuing or surviving corporation), then, in each such event, except as otherwise provided in Section 7(e) and this Section 11(a), the Purchase Price in effect at the time of the
record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or capital stock, as the case may be,
issuable on such date, shall be proportionately adjusted so that the holder of any 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 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 Preferred
Stock or capital stock, as the case may be, transfer books of the Corporation were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided for
in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. 



         (ii)  In
the event (a "Section 11(a)(ii) Event") that any Person, alone or together with its Affiliates and
Associates, shall become an Acquiring Person, then each holder of a Right, except as provided below and in Section 7(e) hereof, shall thereafter have the right to receive for each Right, upon
exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of a number of one one-thousandths of a share of Preferred Stock, such number of
shares of Common Stock of the Corporation as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one
one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of such Section 11(a)(ii) Event, whether or not such
Right was then exercisable, and (y) dividing that product (which, following such first occurrence, shall thereafter be adjusted as appropriate in
accordance with Section 11(f) hereof and, as so adjusted, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the Current Market Price
per share of the Common Stock of the Corporation on the date of such first occurrence (such number of shares being hereinafter referred to as the "Adjustment
Shares"). 


        (iii)  In
lieu of issuing shares of Common Stock of the Corporation in accordance with Section 11(a)(ii) hereof, the Corporation, acting by resolution of its
Board of Directors, may, and, in the event that the number of shares of Common Stock which are authorized by the Corporation's Certificate of Incorporation but not outstanding or reserved for issuance
for purposes other than upon exercise of the Rights are not sufficient to permit exercise in full of the Rights in accordance with Section 11(a)(ii) hereof, the Corporation, acting by
resolution of its Board of Directors, shall (A) determine the excess of (1) the value of the Adjustment
Shares issuable upon the exercise of a Right (the "Current Value"), over (2) the Purchase Price 



12





 




attributable
to each Right (such excess, the "Spread") and (B) with respect to each Right (subject to
Section 7(e) hereof), make adequate provision to substitute for all or any part of the Adjustment Shares, upon payment of the applicable Purchase Price,
(1) cash, (2) a reduction in the Purchase Price, (3)
Preferred Stock or other equity securities of the Corporation (including, without limitation, shares, or units of shares, of preferred stock which the Board of Directors of the Corporation has deemed
to have the same value as shares of Common Stock of the Corporation (such Preferred Stock or shares or units of preferred stock hereinafter called "Common Stock
Equivalents")), (4) debt securities of the Corporation, (5) other assets or
(6) any combination of the foregoing, which, when combined with the Adjustment Shares (if any) to be issued, has an aggregate value equal to the Current
Value, where such aggregate value has been determined by action of the Board of Directors of the Corporation based upon the advice of a nationally recognized investment banking firm selected by the
Board of Directors of the Corporation; provided, however, if the Corporation shall not have made
adequate provision to deliver value pursuant to clause (B) above within 30 days following the first occurrence of a Section 11(a)(ii) Event, then the Corporation shall be
obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock of the Corporation (to the extent available) and then, if
necessary, cash, which shares or cash have an aggregate value equal to the Spread. If, after the occurrence of a Section 11(a)(ii) Event, the number of shares of Common Stock that are
authorized by the Corporation's certificate of incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit exercise in
full of the Rights in accordance with Section 11(a)(ii) hereof and the Corporation, acting by resolution of its Board of Directors, shall determine in good faith that it is likely that
sufficient additional shares of its Common Stock could be authorized for issuance upon exercise in full of the Rights, the 30 day period set forth above may be extended to the extent necessary,
but not more than 90 days after the occurrence of such Section 11(a)(ii) Event, in order that the Corporation may seek stockholder approval for the authorization of such
additional shares (such period as it may be extended, the "Substitution Period"). To the extent that the Corporation determines that some action is to
be taken pursuant to the terms of this Section 11(a)(iii), the Corporation (x) shall provide, subject to Section 7(e) hereof, that such
action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution
Period in order to seek such stockholder approval for the authorization of additional shares or to decide the appropriate form of distribution to be made pursuant to the first sentence of this
Section 11(a)(iii) and to determine the value thereof. In the event of any such suspension, the Corporation shall issue a public announcement stating that the exercisability of the
Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common
Stock of the Corporation shall be the Current Market Price per share of the Common Stock of the Corporation on the date of the first occurrence of the Section 11(a)(ii) Event, and the
per share or per unit value of any Common Stock Equivalents shall be deemed to equal the Current Market Price per share of the Common Stock of the Corporation on such date. 




        (b)   In
the event that the Corporation shall fix a record date for the issuance of rights, options or warrants to all holders of shares of Preferred Stock entitling them (for
a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Stock (or shares having the same rights, privileges and preferences as the shares of Preferred
Stock ("Equivalent Preference Stock")) or securities convertible into shares of Preferred Stock or Equivalent Preference Stock at a price per share of
Preferred Stock or Equivalent Preference Stock (or having a conversion price per share, if a security convertible into shares of Preferred Stock or Equivalent Preference Stock) less than the Current
Market Price per share of the Preferred Stock (as defined in Section 11(d)) on such record date, then, in each such case, the Purchase Price to be in effect after such record date shall be 


13





 

determined
by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such
record date plus the number of additional shares of Preferred Stock and/or Equivalent Preference Stock which the aggregate offering price of the total number of shares so to be offered (and/or the
aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Preferred
Stock outstanding on such record date plus the number of additional shares of Preferred Stock or Equivalent Preference Stock to be offered for subscription or purchase (or into which the convertible
securities so to be offered are initially convertible); provided, however, that in no event shall the
consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Corporation issuable upon the exercise of one Right. In case such
subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of
Directors of the Corporation, 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. Such adjustment
shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price
which would then be in effect if such record date had not been fixed. 


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



        (d)   (i) For
the purpose of any computation hereunder, the "Current Market Price" per share of Common Stock of the
Corporation on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock of the Corporation for the 30 consecutive Trading Days immediately prior to such
date; provided, however, that in the event that the Current Market Price per share of Common Stock of
the Corporation is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such
Common Stock payable in shares of such Common Stock or securities convertible into such Common Stock (other than the Rights) or (B) any subdivision,
combination or reclassification of such Common Stock, and prior to the expiration of the 30 Trading Days after the ex-dividend date for such dividend or distribution, or the record date
for such subdivision, combination or reclassification, as the case may be, then, and in each such case, the Current Market Price shall be appropriately adjusted to take into account the
ex-dividend trading. 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 


14





 



either
case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common
Stock of the Corporation are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed
on the principal national securities exchange on which the shares of Common Stock of the Corporation are listed or admitted to trading or, if the shares of Common Stock of the Corporation 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 Automated Quotation System ("NASDAQ") or
such other system then in use, or, if on any such date the shares of Common Stock of the Corporation 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 shares of Common Stock of the Corporation selected by the Corporation, acting by resolution of the Board of Directors of the Corporation,
or, if on any such date no market maker is making a market in shares of Common Stock of the Corporation, the fair value of such shares on such date as determined in good faith by the Corporation,
acting by resolution of the Board of Directors of the Corporation (which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes). The term
"Trading Day" shall mean a day on which the principal national securities exchange on which the shares of Common Stock of the Corporation are listed or
admitted to trading is open for the transaction of business or, if the shares of Common Stock of the Corporation are not listed or admitted to trading on any national securities exchange, a Business
Day. 



         (ii)  For
the purpose of any computation hereunder, the "Current Market Price" per share of Preferred Stock shall be
determined in the same manner as set forth for the Common Stock of the Corporation in Section 11(d)(i) hereof (other than the last clause of the second sentence thereof). If the Current
Market Price per share of Preferred Stock cannot be determined in the manner provided above or if the Preferred Stock is not publicly held or listed or traded in a manner described in
Section 11(d)(i) hereof, the Current Market Price per share of Preferred Stock shall be conclusively deemed to be an amount equal to 1000 (as such number may be appropriately adjusted
for such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock of the Corporation occurring after the date of this Agreement) multiplied by the Current Market
Price per
share of the Common Stock of the Corporation. If neither the Common Stock of the Corporation nor the Preferred Stock is publicly held or so listed or traded, the Current Market Price per share of
Preferred Stock shall mean the fair value per share as determined in good faith by the Corporation, acting by resolution of its Board of Directors, 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-thousandth of a share of Preferred
Stock shall be equal to the Current Market Price of one share of Preferred Stock divided by 1000. 




        (e)   Anything
herein to the contrary notwithstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at
least 1% in such 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 other share or the nearest one-millionth of a share of 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 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) or Section 13(a) hereof, the holder of any Right thereafter exercised shall become entitled
to receive any shares of capital stock of 


15





 



the
Corporation other than Preferred Stock, thereafter the Purchase Price and the number of such other shares so receivable upon exercise of any Right shall be subject to adjustment from time to time
in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and
(m) inclusive, and the provisions of Sections 7, 9, 10, 13 and 14 with respect to the Preferred Stock shall apply on like terms to any such other shares;  provided, however, that the Corporation shall not be liable for its inability to reserve and keep
available for issuance upon exercise of the Rights pursuant to Section 11(a)(ii) a number of shares of its Common Stock greater than the number then authorized by the Certificate of
Incorporation of the Corporation but not outstanding or reserved for any other purpose. 


        (g)   All
Rights originally issued by the Corporation subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted
Purchase Price, the number of one one-thousandths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as
provided herein. 


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


        (j)    Irrespective
of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock, or fraction thereof, issuable upon the exercise of the Rights,
the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-thousandth 


16





 



of
a share and the number of shares which were expressed in the initial Right Certificates issued hereunder. 


        (k)   Before
taking any action that would cause an adjustment reducing the Purchase Price below the then par value, if any, of the one one-thousandth of a share of
Preferred Stock issuable upon exercise of the Rights, the Corporation shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly
and legally issue fully paid and nonassessable shares of 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 be made effective as of a record date for a specified event, the
Corporation may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock, or a fraction thereof, and other capital
stock or securities of the Corporation, if any, issuable upon such exercise over and above the Preferred Stock and other capital stock or securities of the Corporation, if any, issuable upon such
exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that
the Corporation 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 Corporation, acting by resolution of its Board of Directors shall be entitled to make such
reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it in its sole discretion shall determine to be advisable in
order that any consolidation or subdivision of the Preferred Stock, issuance wholly for cash of any Preferred Stock at less than the Current Market Price, issuance wholly for cash of Preferred Stock
or securities which by their terms are convertible into or exchangeable for Preferred Stock, stock dividends or issuance of rights, options or warrants referred to hereinabove in this
Section 11, hereafter made by the Corporation to holders of its Preferred Stock shall not be taxable to such stockholders. 


        (n)   The
Corporation covenants and agrees that it shall not, at any time after the Distribution Date, (i) consolidate with any
other Person, (ii) merge with or into any other Person or (iii) sell or transfer (or permit any
Subsidiary to sell or transfer), in one transaction or a series of related transactions, assets, cash flow or earning power aggregating more than 50% of the assets, cash flow or earning power of the
Corporation and its Subsidiaries (taken as a whole) to any other Person or Persons if (x) at the time of or immediately after such consolidation, merger
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) hereof shall have received a distribution of Rights
previously owned by such Person or any of its Affiliates and Associates. 


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


        (p)   Anything
in this Agreement to the contrary notwithstanding, in the event the Corporation shall at any time after the date of this Agreement and prior to the Distribution
Date (i) declare or pay any dividend on its Common Stock payable in Common Stock of the Corporation,
(ii) subdivide its outstanding Common Stock into a greater number of shares (by reclassification or otherwise than by payment of dividends in Common
Stock) or (iii) combine or consolidate its outstanding Common Stock into a smaller number of shares, then, in any such case,
(x) the number of one one-thousandths of a share of Preferred Stock purchasable after such event upon proper exercise of each Right shall be 


17





 

determined
by multiplying the number of one one-thousandths of a share of Preferred Stock so purchasable immediately prior to such event by a fraction, the numerator of which is the number
of shares of Common Stock of the Corporation outstanding immediately before such event and the denominator of which is the number of shares of such Common Stock outstanding immediately after such
event and (y) action shall be taken such that each share of Common Stock of the Corporation outstanding immediately after such event shall have issued
with respect to it that number of Rights which each share of Common Stock of the Corporation outstanding immediately prior to such event had issued with respect to it. The adjustments provided for in
this Section 11(p) shall be made successively whenever such a dividend is declared or paid or such a subdivision, combination or consolidation is effected. If an event occurs which would
require an adjustment under Section 11(a)(ii) and this Section 11(p), the adjustments provided for in this Section 11(p) shall be in addition and prior to any adjustment
required pursuant to Section 11(a)(ii). 


        Section 12.
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11
and 13, the Corporation 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 its Common Stock and Preferred Stock a copy of such certificate and
(c) mail a brief summary thereof to each holder of a Right Certificate (or if prior to the Distribution Date, to each holder of a certificate
representing shares of its Common Stock) in accordance with Section 26 of this Agreement. Notwithstanding the foregoing sentence, the failure of the Corporation to make such certificates or
give such notice shall not affect the validity or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any
adjustment therein contained. Any adjustment to be made pursuant to Sections 11 and 13 shall be effective as of the date of the event giving rise to such adjustment. 



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


        (a)   In
the event (a "Section 13 Event") that, following the first occurrence of a
Section 11(a)(ii) Event, directly or indirectly, (x) the Corporation shall consolidate or otherwise combine with or merge with or into,
any other Person and the Corporation shall not be the surviving or continuing corporation of such consolidation, combination or merger, (y) any Person
shall consolidate or otherwise combine with or merge with or into the Corporation and the Corporation shall be the surviving or continuing corporation of such consolidation, combination or merger and,
in connection therewith, all or part of the Common Stock of the Corporation shall be changed into or exchanged for stock or other securities of the Corporation or any other Person or cash or any other
property or (z) the Corporation shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more
transactions, assets, cash flow or earning power aggregating more than 50% of the assets, cash flow or earning power of the Corporation and its Subsidiaries (taken as a whole and calculated on the
basis of the Corporation's most recent regularly prepared financial statement) to any other Person or Persons, then, and in each such case (except as provided in Section 13(d) hereof), proper
provision shall be made so that (i) each holder of a Right (except as provided in Section 7(e) hereof) shall thereafter have the right to
receive, upon the exercise thereof at 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
tradable shares of Common Stock of the Principal Party (as hereinafter defined), not subject to any liens, encumbrances, rights of call, rights of first refusal or other adverse claims, as shall be
equal to the result obtained by dividing the then current Purchase Price by 50% of the Current Market Price per share of Common Stock of such Principal Party on the date of consummation of such
merger, consolidation, sale or transfer (provided that the Purchase Price and the number of shares of Common Stock of such Principal Party so receivable
upon exercise of a Right shall, from and after such Section 13 Event, be subject to further adjustment in accordance with Section 11(f) hereof to reflect any events occurring in respect
of the Common Stock of such Principal Party after the occurrence of such Section 13 Event); (ii) such 


18





 



Principal
Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Corporation pursuant to this Agreement;
(iii) the term "Corporation" shall thereafter be deemed to refer to such Principal Party, it being
specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event;
(iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock in
accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be
possible, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of
Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event. 


        (b)   "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) hereof:
(A) the Person that is the issuer of any securities into which shares of Common Stock of the Corporation are converted in such merger or consolidation,
or (B) if no securities are so issued, (x) the Person that is the other party to such merger, if such
Person survives such merger, or (y) if the Person that is the other party to the merger does not survive the merger, the Person that does survive the
merger (including the Corporation if it survives) or (z) the Person resulting from the consolidation; and 


         (ii)  in
the case of any transaction described in clause (z) of the first sentence of Section 13(a) hereof, the Person that is the party receiving the greatest
portion of the assets, cash flow 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 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;
(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; or
(3) if such Person is owned, directly or indirectly, by a joint venture formed by two or more Persons that are not owned, directly or indirectly, by the
same Person, the rules set forth in clauses (1) and (2) above shall apply to each of the owners having an interest in the venture as if the Person owned by the joint venture was a
Subsidiary of both or all of such joint venturers, and the Principal Party in each such case shall bear the obligations set forth in this Section 13 in the same ratio as its interest in such
Person bears to the total of such interests. 


        (c)   The
Corporation shall not consummate any Section 13 Event unless the Principal Party shall have a sufficient number of authorized shares of its Common Stock which
have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Corporation and such issuer shall have
executed and delivered to the Rights Agent a supplemental agreement containing the provisions set forth in paragraphs (a) and (b) of this Section 13 and further providing that, as
soon as practicable after the date of any such Section 13 Event, the Principal Party will: 



          (i)  prepare
and file a registration statement under the 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 Act) until the Expiration Date, and similarly comply with
applicable state securities laws; and 


         (ii)  use
its best efforts to (A) list (or continue the listing of) the Rights and the securities purchasable upon exercise of
the Rights on a national securities exchange or (B) meet the 



19





 




eligibility
requirements for quotation on NASDAQ and list (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on NASDAQ; and 


        (iii)  deliver
to holders of the Rights historical financial statements for 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 theretofore been exercised shall thereafter, subject to Section 7(e) hereof, become exercisable in the
manner described in Section 13(a) hereof. 


        (d)   The
Corporation covenants and agrees that it will not, after the occurrence of a Section 11(a)(ii) Event, engage in any Section 13 Event if at the
time of or after such event there are any charter or by-law provisions or any rights, warrants or other instruments outstanding or any other action taken which would diminish or otherwise
eliminate the benefits intended to be afforded by the Rights. 


        Section 14.
Fractional Rights and Fractional Shares. 



        (a)   The
Corporation shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional
Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractions of Rights would otherwise be issuable an amount in cash equal to the same fraction
of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day
immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the 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 or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are
not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by NASDAQ or such other system then in use, or, if on any such date the Rights are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making a market in the Rights (selected by the Corporation, acting by resolution of its Board of Directors). If on any such
date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Corporation, acting by resolution of its Board of Directors
shall be used. 


        (b)   The
Corporation shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one
one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares (other than fractions which are integral multiples
of one one-thousandth of a share of Preferred Stock). Interests in fractions of Preferred Stock in integral multiples of one one-thousandth of a share of Preferred Stock may,
at the election of the Corporation, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Corporation and a depositary selected by it, provided that such agreement
shall provide that the holders of depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Stock. In lieu of
fractional shares that are not integral multiples of one one-thousandth of a share of Preferred Stock, the Corporation shall pay to the registered holders of Right Certificates at the time
such Right Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one share 


20





 



of
Preferred Stock. For purposes of this Section 14(b), the current market value of a share of Preferred Stock shall be the closing price of a share of Preferred Stock (as determined pursuant
to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. 


        (c)   Following
the occurrence of a Section 11(a)(ii) Event or a Section 13 Event, the Corporation shall not be required to issue fractions of shares of
its Common Stock upon exercise of the Rights or to distribute certificates or Ownership Statements which evidence fractional shares of its Common Stock. In lieu of fractional shares of its Common
Stock, the Corporation may pay to the registered holders of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current
market value of one share of its Common Stock. For purposes of this Section 14(c), the current market value of one share of Common Stock of the Corporation shall be the closing price of one
share of Common Stock of the Corporation (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise. 



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


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



        Section 16.  Agreement of Right Holders. Every holder of a Right by accepting such Right consents and agrees with the Corporation
and the Rights Agent and with every other holder of a Right that: 


        (a)   prior
to the Close of Business on the earlier of the Distribution Date or the Expiration Date, the Rights shall be evidenced by the Book-Entries and
Ownership Statements or certificates for shares of Common Stock of the Corporation registered in the name of the holders of such shares (which Book-Entries and Ownership Statements or
certificates for shares of Common Stock of the Corporation shall also constitute certificates for Rights) and each Right will be transferable only in connection with the transfer of Common Stock of
the Corporation; 


        (b)   after
the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent
designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; 


        (c)   the
Corporation and the Rights Agent may deem and treat the Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock
Book-Entry and Ownership Statement or certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on
the Right Certificate or the associated Common Stock certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights
Agent shall be affected by any notice to the contrary; and 


21





 



        (d)   notwithstanding
anything in this Agreement to the contrary, neither the Corporation 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, the
Corporation must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible. 


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


        Section 18.
Concerning the Rights Agent. 



        (a)   The
Corporation agrees to pay to the Rights Agent compensation as agreed to by the parties for all services rendered by it hereunder and, from time to time, on demand of
the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties
hereunder. The Corporation also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful
misconduct 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. In no event will the Rights Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if
the Rights Agent has been advised of the possibility of such loss or damage. 


        (b)   The
Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration
of this Agreement in reliance upon any Right Certificate or certificate for Preferred Stock or Common Stock of the Corporation or for other securities of the Corporation, instrument of assignment or
transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and,
where necessary, verified or acknowledged by the proper Person or Persons. 


        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 paper 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 hereof. The purchase of all or substantially all of the Rights Agent's assets employed in the performance of transfer agent activities shall be deemed a
merger or consolidation for purposes of this 


22





 



Section 19.
In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Right Certificates shall have been countersigned but not delivered,
any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may countersign such Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor
Rights Agent; and in all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement. 



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


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


        (a)   The
Rights Agent may consult with legal counsel selected by it (which may be legal counsel for the Corporation), 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 an Acquiring Person and the determination of the Current Market Price per share of Preferred Stock and Common Stock) be proved or established by the Corporation prior to
taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a
certificate signed by the Chairman of the Board, the Chief Executive Officer, the President (if any) or the Senior Vice President and General Counsel and by the Treasurer or the Secretary of the
Corporation and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this
Agreement in reliance upon such certificate. 


        (c)   The
Rights Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct; provided,  however, that in no event will the
Rights Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever. 


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



        (e)   The
Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof
by the Rights Agent) or in respect of the validity or execution of any Right Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Corporation of any
covenant or condition contained in this Agreement or in any Right Certificate; nor shall it be responsible for any adjustment required under the provisions of Section 11 or Section 13 or
responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights
evidenced by Right Certificates after actual notice of any such adjustment); nor shall it be responsible for any determination by the Board of 


23





 



Directors
of the Corporation of the Current Market Price of the Preferred Stock or Common Stock of the Corporation; 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 Common Stock of the Corporation or Preferred Stock or other securities to be issued pursuant to this Agreement or any Right Certificate or as to
whether any shares of Preferred Stock or Common Stock of the Corporation or other securities will, when issued, be validly authorized and issued, fully paid and nonassessable. 


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


        (g)   The
Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman of the Board, the
Chief Executive Officer, the President (if any), the Senior Vice President and General Counsel, the Secretary or the Treasurer of the Corporation, 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 suffered 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 Corporation
or become pecuniarily interested in any transaction in which the Corporation may be interested, or contract with or lend money to the Corporation or otherwise act as fully and freely as though it were
not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Corporation 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, omission, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation or to
holders of the Rights resulting from any such act, omission, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof. 



        (j)    No
provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its
duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not
reasonably assured for it. 


        (k)   If,
with respect to any Right Certificate surrendered to the Rights Agent for exercise or transfer, the certificate attached to the form of assignment or form of
election to purchase, as the case may be, has either not been completed or indicates an affirmative response to clause 1 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 Corporation. 


        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 30 days' notice in writing mailed to the Corporation and to each transfer agent of the Common Stock of the Corporation and Preferred Stock by registered or certified
mail, and to the holders of the Right Certificates by first-class mail. The Corporation may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the
Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock of the Corporation and Preferred Stock by registered or certified mail, and to the holders of
the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Corporation shall appoint a successor to the Rights Agent.
If the Corporation shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or 


24





 



incapacity
by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Corporation), then
the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the
Corporation or by such a court, shall be a corporation organized and doing business under the laws of the United States or any state of the United States, in good standing, which is authorized under
such laws to exercise corporate trust or stockholder services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights
Agent a combined capital and surplus of at least $100 million. 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 Corporation shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of its Common Stock and Preferred Stock, and mail a notice thereof in writing to the registered holders of the Right
Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, 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 Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the
contrary, the Corporation may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by resolution of its Board of Directors, to reflect any adjustment or
change in the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this
Agreement. In addition, in connection with the issuance or sale of shares of its Common Stock following the Distribution Date (other than upon exercise of a Right) and prior to the Expiration Date,
the Corporation (a) shall, with respect to shares of Common Stock so issued or sold pursuant to the exercise of stock options or under any employee plan
or arrangement, or upon the exercise, conversion or exchange of securities, notes or debentures issued by the Corporation prior to the Distribution Date, and
(b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Corporation, issue Right Certificates representing the
appropriate number of Rights in connection with such issuance or sale; provided, however, that
(i) no such Right Certificate shall be issued if and to the extent that the Corporation shall be advised by counsel that such issuance would create a
significant risk of material adverse tax consequences to the Corporation or the Person to
whom such Right Certificate would be issued and (ii) no such Right Certificate shall be issued if and to the extent that appropriate adjustment shall
otherwise have been made in lieu of the issuance thereof. 


        Section 23.
Redemption. 


        (a)   The
Corporation may, by resolution of its Board of Directors, at its option, at any time prior to the Close of Business on the earlier of
(x) the Stock Acquisition Time or (y) the Close of Business on the Final Expiration Date, redeem all but
not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (payable in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time
of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Corporation), appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Such redemption of the
Rights by the Corporation may be made effective at such time, on such bases and with such conditions as the Board of Directors may in its sole discretion establish. 



        (b)   Immediately
upon the action of the Board of Directors of the Corporation ordering the redemption of the Rights (or at such time subsequent to such action as the Board of
Directors may 


25





 



determine),
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. The Corporation shall promptly give public notice of any such redemption; provided,  however, that the failure to give, or any defect in,
any such notice shall not affect the validity of any such redemption. Within 10 days after
the action of the Board of Directors ordering the redemption of the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to
all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock
of the Corporation. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method
by which the payment of the Redemption Price will be made. 


        Section 24.
Exchange. 


        (a)   The
Board of Directors of the Corporation may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and
exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of
Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as
the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after an
Acquiring Person, together with all Affiliates and Associates of such Acquiring Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. 


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


        (c)   In
any exchange pursuant to this Section 24, the Corporation, at its option, may substitute shares of Preferred Stock (or any other series of preferred stock of
the Corporation containing terms substantially similar to the terms of the Preferred Stock) for some or all of the shares of Common Stock exchangeable for Rights, at the initial rate of one
one-thousandth of a share of Preferred Stock (or of such other series of preferred stock of the Corporation) for each share of Common Stock, as appropriately adjusted to reflect
adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock (or of such other series of preferred stock of the
Corporation) delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. 


26







   
        (d)   In the event that there shall not be sufficient shares of Common Stock or Preferred Stock (or any other series of preferred stock of the Corporation containing terms
substantially similar to the terms of the Preferred Stock) issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this
Section 24, the Corporation may take all such action as may be necessary to authorize additional shares of Common Stock or Preferred Stock (or such other series of preferred stock of the
Corporation) for issuance upon exchange of the Rights. 


        (e)   The
Corporation shall not be required to issue fractions of shares of Common Stock or to distribute Book-Entries and Ownership Statements or certificates
which evidence fractional shares of Common Stock. In lieu of such fractional shares, the Corporation shall pay to the registered holders of the Right 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 a whole share of Common Stock. For the purposes of this paragraph (d), the current
market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d) hereof) for the Trading Day
immediately prior to the date of exchange pursuant to this Section 24. 


        Section 25.
Notice of Certain Events. 


        (a)   In
case the Corporation shall at any time after the earlier of the Distribution Date or the Stock Acquisition Time propose
(i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its
Preferred Stock (other than a regular periodic dividend out of earnings or retained earnings of the Corporation), or (ii) to offer to the holders of
Preferred Stock options, rights or warrants to subscribe for or to purchase any additional Preferred Stock or shares of stock of any class or any other securities, rights or options, or
(iii) to effect any reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of
Preferred Stock), or (iv) to effect any merger, consolidation or other combination into or with, or to effect any sale or other transfer (or to permit
one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets, cash flow or earning power of the Corporation and its Subsidiaries
(taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Corporation, then, in each such case, the
Corporation shall give to each holder of a Right, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock
dividend or distribution of rights or warrants, or the date on which such reclassification, merger, consolidation, combination, sale, transfer, liquidation, dissolution or winding up is to take place
and the date of participation therein by the holders of Common Stock of the Corporation or 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 days prior to the record date for determining holders of Preferred Stock for purposes of such action, and in the case of any such
other action, at least twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock of the Corporation or Preferred Stock,
whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation or
the vote upon any such action. 


        (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 Corporation shall as soon as practicable thereafter give to each holder of a Right, to the extent feasible and in accordance with
Section 26, 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(a) hereof, and (ii) all references in Section 25(a) hereof to Preferred Stock shall be deemed thereafter to refer also to
Common Stock or other securities issuable in respect of the Rights. 


27





 



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



Riverwood
Holding, Inc.

814 Livingston Court

Marietta, Georgia 30067

Attention: Corporate Secretary 




Subject
to the provisions of Section 21, any notice or demand authorized by this Agreement to be given or made by the Corporation or by the holder of any Right 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 Corporation) as follows: 



Wells
Fargo Bank Minnesota, National Association

161 North Concord Exchange

South St. Paul, Minnesota 55075

Attention: Stock Transfer Administration 




Notices
or demands authorized by this Agreement to be given or made by the Corporation or the Rights Agent to the holder of any Right Certificate (or if prior to the Distribution Date to each holder
of a certificate representing shares of Common Stock of the Corporation) shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such Right holder (or if prior
to the Distribution Date to such holder of Common Stock of the Corporation) at the address of such holder as shown on the registry books of the Corporation. 


        Section 27.
Supplements and Amendments. Prior to the Stock Acquisition Time and subject to the penultimate sentence of this
Section 27, the Corporation may, by resolution of its Board of Directors, and the Rights Agent shall, if the Corporation so directs, supplement or amend any provision of this Agreement in any
respect whatsoever (including, without limitation, any extension of the period in which the Rights may be redeemed) without the approval of any holders of certificates representing shares of Common
Stock of the Corporation. From and after the Stock Acquisition Time and subject to the penultimate sentence of this Section 27, without the approval of any holders of certificates representing
shares of Common Stock of the Corporation or of Right Certificates, the Corporation may, by resolution of its Board of Directors, and the Rights Agent shall, if the Corporation so directs, supplement
or amend this Agreement in order (i) to cure any ambiguity, (ii) to correct or supplement any provision
contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or
(iv) to change or supplement or amend any other provisions in any manner which the Corporation may deem necessary or desirable, which shall not
adversely affect the interests of, or diminish substantially or eliminate the benefits intended to be afforded by the Rights to, the holders of Right Certificates (other than an Acquiring Person or an
Affiliate or Associate of any such Person); provided, however, that this Agreement may not be
supplemented or amended (A) to lengthen, pursuant to clause (iii) of this sentence, a time period relating to when the Rights may be redeemed or
to modify the ability (or inability) of the Board of Directors of the Corporation to redeem the Rights, in either case at such time as the Rights are not then redeemable, or to lengthen any other time
period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of or the benefits to the holders of Rights (other than an Acquiring Person or an Affiliate or
Associate of any such Person) or (B) to alter, amend, supplement or delete this second sentence of Section 27. Upon the delivery of a certificate
from an appropriate officer of the Corporation which states that the proposed supplement or amendment is in compliance with the terms of this Section 27 (together with a copy of such proposed
supplement or amendment), the Rights Agent shall execute such supplement or amendment. Notwithstanding the foregoing, any 


28





 



supplement
or amendment that does not amend this Agreement in a manner adverse to the Rights Agent, and is otherwise in compliance in all respects with this Section 27, shall become effective
immediately upon execution by the Company, whether or not also executed by the Rights Agent. In the case of any such supplement or amendment, the Corporation shall deliver to the Rights Agent a
certificate from an appropriate officer of the Corporation which states that such supplement or amendment was in compliance with the terms of this Section 27 (together with a copy of such
supplement or amendment). Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price. Prior to the Distribution
Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock. 


        Section 28.
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Corporation or the Rights
Agent shall bind and inure to the benefit of their respective successors and assigns hereunder. 


        Section 29.  Determinations and Actions by the Board of Directors, etc. 


        (a)   For
all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the
particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of
Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Corporation shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers specifically granted to such Board of Directors, 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, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement).
All such actions, calculations, interpretations and determinations which are done or made by the Board of Directors of the Corporation or the Corporation in good faith, shall be final, conclusive and
binding on the Corporation, the Rights Agent, the holders of the Right Certificates and all other parties. 



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



        Section 30.  Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any Person other than the
Corporation, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, registered holders of the Common Stock of the Corporation) any legal or
equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Corporation, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, registered holders of the Common Stock of the Corporation). 


        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. 


29





 



        Section 32.
Governing Law. This Agreement and each Right Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within
such State. The parties agree that all actions and proceedings
arising out of this Agreement or any of the transactions contemplated hereby in connection with the rights and obligations of the Rights Agent shall be brought in the courts of State of Delaware or
the United States District Court for the District of Delaware (each, a "Delaware Court") and that, in connection with any such action or proceeding
relating to the rights and obligations of the Rights Agent, the parties submit to the jurisdiction of, and venue in, such Delaware Court. Each of the parties hereto irrevocably waives any right to a
trial by jury in any action, proceeding or counterclaim arising out of this Agreement or the transactions contemplated hereby. 


        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.
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 hereof. 


SIGNATURE 


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



	Attest:	 	RIVERWOOD HOLDING, INC.
	

By	
 	

 	
 	

By	
 	

 
	 	 	
 Name:

Title:	 	 	 	
 Name:

Title:
	

Attest:	
 	

WELLS FARGO BANK MINNESOTA,

NATIONAL ASSOCIATION, as Rights

Agent
	

By	
 	

 	
 	

By	
 	

 
	 	 	
 Name:

Title:	 	 	 	
 Name:

Title:




30






   Exhibit A to the

Rights Agreement  


RIVERWOOD HOLDING, INC. 


Certificate
of Designation,

Preferences and Rights

Pursuant to Section 151

of the General Corporation Law

of the State of Delaware 




Certificate of Designation,

Preferences and Rights

of

Series A Junior Participating Preferred Stock 


        I,
Edward W. Stroetz, Jr., being the Secretary of Riverwood Holding, Inc., a Delaware corporation (the "Corporation"), do hereby
certify that, pursuant to authority expressly vested in the Board of Directors of the Corporation by the provisions of the Restated Certificate of Incorporation of the Corporation (the
"Restated Certificate of Incorporation"), the Board of Directors duly adopted the following resolution: 


        RESOLVED,
that, pursuant to the authority vested in the Board in accordance with the provisions of the Restated Certificate of Incorporation, a Series A Junior Participating
Preferred Stock, par value $0.01 per share, of the Corporation (the "Series A Preferred Stock") be, and it hereby is, created, and that the
number of shares thereof, and the designation and the voting powers, preferences and relative
participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows: 


        Section 1.
Designation and Number of Shares. 500,000 shares of the Preferred Stock of the Corporation shall constitute a series of
Preferred Stock designated as Series A Junior Participating Preferred Stock (hereinafter referred to as the "Series A Preferred Stock").
Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of
shares of Series A Preferred Stock to a number less than (a) the number of shares then outstanding plus
(b) the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding
securities issued by the Corporation convertible into or exchangeable for Series A Preferred Stock. 


        Section 2.
Dividends and Distributions. 


        (a)   Subject
to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred
Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 of the Corporation (the
"Common Stock") and of any other class or series of junior stock that may be outstanding, shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, annual dividends payable in cash on the fifteenth day of December in each year (each such date being referred to herein as a
"Dividend Payment Date"), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share of Series A
Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $10.00 per share, or
(ii) subject to the provision for adjustment hereinafter set forth, 1000 times the aggregate per share amount of all cash dividends, and 1000 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately 


31





 



preceding
Dividend Payment Date, or, with respect to the first Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the
Corporation shall at any time after [                        ], 2003 declare or pay any dividend on Common Stock payable in shares
of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount
to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event. 


        (b)   The
Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (a) of this Section 2 immediately
after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event
no dividend or distribution shall have been declared on the Common Stock during the period between any Dividend Payment Date and the next subsequent Dividend Payment Date, a dividend of $10.00 per
share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Dividend Payment Date. 


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



        Section 3.  Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights: 


        (a)   Subject
to the provisions for adjustment as hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 1000 votes (and each
one one-thousandth of a share of Series A Preferred Stock shall entitle the holder thereof to one vote) on all matters submitted to a vote of the stockholders of the Corporation. In
the event the Corporation shall at any time after [            ], 2003 declare or pay any dividend on Common Stock payable in shares of Common Stock or effect a subdivision
or combination or consolidation of the outstanding shares of Common Stock or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 



        (b)   Except
as otherwise provided herein, in the Certificate of Incorporation, in any other certificate of designation creating a series of preferred stock or any similar
stock, or by law, the holders 


32





 



of
shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on
all matters submitted to a vote of stockholders of the Corporation. 



        (c)   Except
as provided herein, in Section 10 or by applicable law, holders of Series A Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for authorizing or taking any corporate action. 


        Section 4.
Certain Restrictions. 


        (a)   Whenever
quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation
shall not: 



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


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


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


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




        (b)   The
Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the
Corporation could, under paragraph (a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. 


        Section 5.
Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in
any manner whatsoever, shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of preferred stock,
without designation as to series, and may be reissued as part of a new series of preferred stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein, in the Certificate of Incorporation, in any other certificate of designation creating a series of preferred stock or any similar stock or as otherwise
required by law. 


33





 



        Section 6.
Liquidation, Dissolution or Winding-Up. Upon any voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation, no distribution shall be made (a) to the holders of shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding-up) to the Series A Preferred Stock unless prior thereto, the holders of shares of Series A Preferred Stock shall have received the
higher of (i) $1000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of
such payment, or (ii) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate
amount to be distributed per share to holders of Common Stock; nor shall any distribution be made (b) to the holders of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding-up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock
and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding-up. In the event the
Corporation shall at any time after [                        ], 2003 declare or pay any dividend on Common Stock payable in shares
of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the provision in clause (a) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 


        Section 7.
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, or otherwise changed, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 1000 times
the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the
event the Corporation shall at any time after [                        ], 2003 declare or pay any dividend on Common Stock payable
in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount
set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to
such event. 


        Section 8.
No Redemption. The shares of Series A Preferred Stock shall not be redeemable. 


        Section 9.
Rank. Unless otherwise provided in the Certificate of Incorporation or a certificate of designation relating to a
subsequent series of preferred stock of the Corporation, the Series A Preferred Stock shall rank junior to all other series of the Corporation's preferred stock as to the payment of dividends
and the distribution of assets on liquidation, dissolution or winding-up, and senior to the Common Stock. 


        Section 10.
Amendment. The Certificate of Incorporation shall not be amended in any manner which would materially alter or change
the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the
outstanding shares of Series A Preferred Stock, voting together as a single series. 


34





 



        Section 11.
Fractional Shares. Series A Preferred Stock may be issued in fractions of a share (in one
one-thousandths of a share and integral multiples thereof) which shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Stock. 



        IN
WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation by Edward W. Stroetz, Jr., its Secretary, and attested this    th day of
            , 2003. 



	

 	
 	

 Name: Edward W. Stroetz, Jr.

Title: Secretary
	

ATTEST:	
 	

 
	
 Name:

Title:

	 	 




35






   Exhibit B to the

Rights Agreement  


[Form of Right Certificate] 



	Certificate No. R-            	             Rights





NOT
EXERCISABLE AFTER                                    , 2013 OR EARLIER
IF THE BOARD OF DIRECTORS ORDERS THE REDEMPTION OR EXCHANGE OF THE RIGHTS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.001 PER
RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS
ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. THE RIGHTS SHALL NOT BE EXERCISABLE, AND SHALL BE VOID SO LONG AS HELD, BY A HOLDER IN ANY
JURISDICTION WHERE THE REQUISITE QUALIFICATION TO THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY SUCH HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE. 


Rights Certificate  


 RIVERWOOD HOLDING, INC.  


        This certifies that                        , or registered assigns,
 is the registered owner of the number of Rights set forth above, each of which entitles the owner
thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of                        , 2003, as
the same may be amended from time to time (the
"Rights Agreement"), between Riverwood Holding, Inc., a Delaware corporation (the "Corporation"),
and Wells Fargo Bank Minnesota, National Association, a national banking association (the "Rights Agent"), to purchase from the Corporation at any time
after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (Eastern time)
on                                    , 2013, at the office of the
Rights Agent
designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid nonassessable share of Series A Junior Participating Preferred Stock, par value
$0.01 per share (the "Preferred Stock"), of the Corporation, at a purchase price of $35.00 per one one-thousandth of a share of Preferred
Stock (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and the Certificate
contained therein duly executed. The number of Rights evidenced by this Right Certificate (and the number of one one-thousands of a share of Preferred Stock which may be purchased upon
exercise thereof) set forth above, and the Purchase Price per one one-thousandth of a share of Preferred Stock set forth above, are the number and Purchase Price as of
[                        ], [    ], based on the shares of Preferred Stock as constituted at such date.



        From
and after the first occurrence of a Section 11(a)(ii) Event (as defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially
owned by (i) an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement),
(ii) a transferee of any such Acquiring Person (or of any Associate or Affiliate thereof) who becomes a transferee after such Acquiring Person (or any
Associate or Affiliate thereof) becomes such (a "Post-Event Transferee"), (iii) under
certain circumstances specified in the Rights Agreement, a transferee of such Acquiring Person (or of any Associate or Affiliate thereof) who becomes a transferee prior to or concurrently with such
Acquiring Person becoming such (a "Pre-Event Transferee") or (iv) any subsequent transferee
receiving transferred Rights from a Post-Event Transferee or a Pre-Event Transferee, either directly or through one or more immediate transferees, such Rights shall become null
and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Section 11(a)(ii) Event. 


36





 



        The
Rights evidenced by this Right Certificate shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the
issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. 



        As
provided in the Rights Agreement, the Purchase Price and the number of one one-thousandths of a share of Preferred Stock or the number and kind of other securities which
may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including
Section 11(a)(ii) Events and Section 13 Events (as defined in the Rights Agreement). 


        This
Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, as it may be amended from time to time, which terms, provisions and conditions
are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations,
duties and immunities hereunder of the Rights Agent, the Corporation and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of
such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Corporation and the above-mentioned
office of the Rights Agent and are also available upon written request to the Rights Agent. 


        This
Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right
Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock as the Rights evidenced
by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive
upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. 


        Subject
to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may be redeemed by the Corporation at a redemption price of $0.001 per Right at any time
prior to the Close of Business on the earlier of (i) the Stock Acquisition Time (as defined in the Rights Agreement) and
(ii) the close of business on the Expiration Date (as defined in the Rights Agreement). Subject to the provisions of the Rights Agreement, the rights
evidenced by this Right Certificate may be exchanged in whole or part for shares of Common Stock or fractional shares of Preferred Stock (or any other substantially similar series of preferred stock
of the Corporation). 


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


        Other
than those provisions relating to the redemption price of the Rights, any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Corporation in
any respect whatsoever up until the Stock Acquisition Time and thereafter in certain respects which do not
adversely affect the interests of holders of Right Certificates (other than an Acquiring Person or the Affiliates or Associates thereof). 


        No
holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the
Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the
rights of a stockholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any
corporate 


37





 



action,
or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the
Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. 



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


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



	ATTEST:	 	RIVERWOOD HOLDING, INC.
	

 	
 	

 	
 	

By:	
 	

 
	

 Secretary	
 	

 	
 	

 Name:

Title:
	

Countersigned:

WELLS FARGO BANK MINNESOTA,

NATIONAL ASSOCIATION	
 	

 	
 	

 
	

By:	
 	

 	
 	

 	
 	

 
	 	 	
	 	 	 	 
	Authorized Signature

	 	 	 	 




38






   [Form of Reverse Side of Right Certificate] 


FORM
OF ASSIGNMENT 


(To
be executed by the registered holder if such 


holder
desires to transfer the Right Certificate.) 



        FOR
VALUE RECEIVED                        hereby sells, assigns and transfers unto 








(Please print name and address of transferee) 


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



	Dated:                        ,
        	 
	

 	

 Signature





Signatures
Guaranteed: 


        The
undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it [    ] did
[    ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or
Associate thereof. 



	 	
 Signature




39






   NOTICE 


        The
signature to the foregoing Assignment must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any
change whatsoever. 


40








   FORM OF ELECTION TO PURCHASE 


(To
be executed if holder desires to

exercise the Right Certificate.) 


To
Riverwood Holding, Inc.: 


        The
undersigned hereby irrevocably elects to exercise                        Rights represented by this Right Certificate to purchase
the shares of Preferred Stock issuable upon the exercise of
such Rights (or such other securities of the Corporation or of any other Person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the
name of: 


Please
insert social security

or other identifying number 








(Please print name and address) 


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


Please
insert social security

or other identifying number 








(Please print name and address) 



        Dated:                        ,
        


41





 
        [Form
of Election to Purchase—continued] 



	 	
 Signature
	

 	

(Signature must conform in all respects to name of holder as specified on the face of this Right Certificate.)





Signature
Guaranteed: 




(To
be completed if applicable) 


The
undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in
the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, it [    ] did [    ] did not
acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. 



	 	
 Signature






NOTICE



        In
the event the certification set forth above in the Forms of Assignment and Election is not completed, the Corporation will deem the beneficial owner of the Rights evidenced by this
Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right
Certificates issued in exchange for this Rights Certificate. 


42








   Exhibit C to the

Rights Agreement  


UNDER
CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH
RIGHTS MAY BECOME NULL AND VOID. 


RIVERWOOD HOLDING, INC. 


SUMMARY
OF RIGHTS TO PURCHASE

PREFERRED STOCK 


        The
Board of Directors of Riverwood Holding, Inc. (the "Corporation") has authorized the issuance of one Preferred Share Purchase
Right (a "Right") for each outstanding share of Common Stock, par value $0.01 per share, of the Corporation (the "Common
Stock"). The following is a summary of the terms of the Rights. 


        Each
Right entitles the registered holder to purchase from the Corporation one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value
$0.01 per share, of the Corporation (the "Preferred Stock") at a price of $35.00 per one one-thousandth of a share of Preferred Stock,
subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as
of                        
            , 2003 (the Rights Agreement, as it may be amended from time to time, is hereinafter referred to as the "Rights Agreement") between
the
Corporation and Wells Fargo Bank Minnesota, National Association, as Rights Agent (the "Rights Agent"). 



        Initially,
the Rights will be attached to all Common Stock book-entries or certificates representing shares then outstanding, and no separate book-entries or
certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the
Common Stock and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following
the time (the "Stock Acquisition Time") of a public announcement or notice to the Corporation that a person or group of affiliated or associated persons
(an "Acquiring Person"), not including certain exempt persons, acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding Common Stock of the Corporation, and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later
date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 15% or more of the outstanding Common
Stock. In the case of stockholders of the Corporation who beneficially owned 15% or more of the outstanding shares of the Common Stock of the Corporation as of the Effective Time (as such term is
defined in the Agreement and Plan of Merger, among the Corporation, Riverwood Acquisition Sub LLC and Graphic Packaging International Corporation, dated as of March 25, 2003) (such stockholders
are referred to in the Rights Agreement as "grandfathered persons", provided that any such stockholder shall cease to be a grandfathered person at such time when such stockholder beneficially owns
less than 15% of the outstanding shares of the Common Stock of the Corporation) the Rights generally will be distributed only if any such stockholder acquires or proposes to acquire more than an
additional 2% of the outstanding shares of the Common Stock of the Corporation. 


        The
Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Stock,
(ii) new Common Stock certificates issued
after                            , 2003, upon transfer, new issuance or reissuance of the Common Stock,
will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Stock
book-entries and current ownership statements issued with respect to uncertificated shares of Common Stock in lieu of a stock certificate (an "Ownership
Statement") or certificates 


43





 



outstanding
will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or book-entry and Ownership Statement. As soon as
practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights. Except in connection with issuance of Common Stock pursuant to employee stock plans, options and certain convertible securities, and except as
otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. 


        The
Rights are not exercisable until the Distribution Date. The Rights will expire on                            ,
2013, unless earlier redeemed or exchanged by the Corporation as
described below. 


        In
the event that, after the time any person becomes an Acquiring Person, the Corporation is acquired in a merger or other business combination transaction or 50% or more of its assets,
cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise
price of the Right, that number of shares of common stock of the acquiring corporation which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times
the Purchase Price of the Right. In the event that, after the time any person becomes an Acquiring Person, the Corporation
were the surviving corporation of a merger and its Common Stock were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon
exercise that number of shares of common stock of the Corporation (or its acquiror) having a market value of two times the exercise price of the Right. 


        In
the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that
number of shares of Common Stock (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Stock, other equity securities of the Corporation, debt securities of the
Corporation, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Corporation determines that such
person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of shares of Common Stock so that such person or group is no longer an
Acquiring Person. 


        The
Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time
to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock,
(ii) upon the grant to holders of Preferred Stock of certain rights or warrants to subscribe for Preferred Stock or convertible securities at less than
the current market price of Preferred Stock or (iii) upon the distribution to holders of Preferred Stock of evidences of indebtedness or assets
(excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of
shares of Preferred Stock issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Stock. 



        With
certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional
shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock which may, upon the election of the
Corporation, be evidenced by 


44





 



depositary
receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. 



        At
any time prior to the earlier of the Stock Acquisition Time and the Expiration Date (as defined in the Rights Agreement), the Board of Directors may redeem the Rights in whole, but
not in part, at a price of $0.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. 


        At
any time after a person becomes an Acquiring Person and prior to the acquisition by such Person of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the
Corporation may exchange the Rights (other than Rights beneficially owned by such Person which have become void), in whole or part, at an exchange ratio of one share of Common Stock per Right (subject
to adjustment). The Corporation, at its option, may substitute one-thousandth (subject to adjustment) of a share of Preferred Stock (or other series of substantially similar preferred
stock of the Corporation) for each share of Common Stock to be exchanged. 


        Each
share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential dividend of $10 per year, but will be entitled to receive, in the aggregate, a
dividend of 1000 times the dividend declared on the shares of Common Stock. In the event of liquidation, the holders of the shares of Preferred Stock will be entitled to receive a minimum liquidation
payment of $1000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1000 times the payment made per share of Common Stock. Each share of Preferred Stock will have one
thousand votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred
Stock will be entitled to receive 1000 times the amount and type of consideration received per share of Common Stock. The rights of the shares of Preferred Stock as to dividends and liquidation, and
in the event of mergers and consolidations, are protected by anti-dilution provisions. 


        Until
a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Corporation, other than rights resulting from such holder's ownership of shares of
Common Stock, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Corporation, stockholders
may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Corporation or for common stock of the
acquiring corporation as set forth above. 


        Other
than those provisions relating to the Redemption Price, any of the provisions of the Rights Agreement may be amended by the Board of Directors prior to the Stock Acquisition Time.
After such time, the provisions of the Rights Agreement may be amended by the Board of Directors in order to cure any ambiguity, to correct or supplement defective or inconsistent provisions, to
shorten or lengthen any time period under the Rights Agreement, to make changes which do not adversely affect the interests of the holders of Rights (excluding the interests of any Acquiring Person)
or to shorten or lengthen any time period under the Rights Agreement; provided, however, that no
amendment to adjust the time period governing redemption shall be made at such time as the Rights are not redeemable. 


        The
term "Voting Stock" means (i) the shares of Common Stock of the Corporation and
(ii) any other shares of capital stock of the Corporation entitled to vote generally in the election of directors or entitled to vote together with the
shares of Common Stock in respect of any merger, consolidation, sale of all or substantially all of the Corporation's assets, liquidation, dissolution or winding up. 


        A
copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to the Corporation's Registration Statement on Form S-4 dated
                                    , 2003. Copies of the Rights
Agreement are available free of charge from the Corporation. This summary 


45





 



description
of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, as it may be amended from time to time, which is hereby incorporated
herein by reference. 


46









QuickLinks


RIVERWOOD HOLDING, INC. and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCATION

FORM OF RIGHTS AGREEMENT