exhibit_10-1.htm


     

    EXHIBIT 10.1


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    AMENDED
      AND RESTATED

    RIGHTS
      AGREEMENT

    


    dated
      as of January 4, 2008

    


    between

    


    HAWK
      CORPORATION

    


    and

    


    NATIONAL
      CITY BANK,

    


    as
      Rights Agent

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Defined
      Term Cross Reference Sheet

    
      


      
        	
                Acquiring
                  Person

              	
                Section
                  1(a)

              
	
                Act

              	
                Section
                  1(b)

              
	
                Adjustment
                  Shares

              	
                Section
                  11(a)(ii)

              
	
                Adjusted
                  Number of Shares

              	
                Section
                  11(a)(iii)

              
	
                Adjusted
                  Purchase Price

              	
                Section
                  11(a)(iii)

              
	
                Affiliate

              	
                Section
                  1(c)

              
	
                Agreement

              	
                Preface

              
	
                Associate

              	
                Section
                  1(c)

              
	
                
                

                Beneficial
                  Owner

              	
                
                

                Section
                  1(d)

              
	
                beneficially
                  own

              	
                Section
                  1(d)

              
	
                Business
                  Day

              	
                Section
                  1(e)

              
	
                
                

                capital
                  stock equivalent

              	
                
                

                Section
                  11(a)(iii)

              
	
                close
                  of business

              	
                Section
                  1(f)

              
	
                Class
                  A Common Shares

              	
                Section
                  1(g)

              
	
                Class
                  B Common Shares

              	
                Section
                  1(h)

              
	
                Common
                  Shares

              	
                Section
                  1(i)

              
	
                Company

              	
                Preface

              
	
                current
                  per share market price

              	
                Section
                  11(d)(ii)

              
	
                
                

                Distribution
                  Date

              	
                
                

                Section
                  1(j)

              
	
                
                

                Effective
                  Date

              	
                
                

                Preface

              
	
                equivalent
                  preferred shares

              	
                Section
                  11(b)

              
	
                Exchange
                  Act

              	
                Section
                  1(k)

              
	
                Exchange
                  Ratio

              	
                Section
                  24(a)

              
	
                Exempt
                  Event

              	
                Section
                  1(l)

              
	
                Exempt
                  Person

              	
                Section
                  1(m)

              
	
                
                

                Final
                  Expiration Date

              	
                
                

                Section
                  1(n)

              
	
                
                

                Interested
                  Stockholder

              	
                
                

                Section
                  1(o)

              
	
                
                

                NASDAQ

              	
                
                

                Section
                  1(p)

              
	
                
                

                Original
                  Agreement

              	
                
                

                Preface

              
	
                Original
                  Rights Agent

              	
                Preface

              
	
                
                

                Permitted
                  Offer

              	
                
                

                Section
                  1(q)

              
	
                Person

              	
                Section
                  1(r)

              
	
                Preferred
                  Shares

              	
                Section
                  1(s)

              
	
                Principal
                  Party

              	
                Section
                  13(b)

              
	
                Proration
                  Factor

              	
                Section
                  11(a)(iii)

              
	
                Purchase
                  Price

              	
                Section
                  1(t)

              
	
                Redemption
                  Date

              	
                Section
                  1(u)

              
	
                Redemption
                  Price

              	
                Section
                  23(a)(i)

              
	
                Right

              	
                Preface

              
	
                Rights
                  Certificate

              	
                Section
                  3(a)

              
	
                Rights
                  Agent

              	
                Preface

              
	
                Rights
                  Agreement

              	
                Section
                  3(c)

              
	
                
                

                Section
                  11(a)(ii) Event

              	
                
                

                Section
                  1(v)

              
	
                Section
                  13 Event

              	
                Section
                  1(w

              
	
                Security

              	
                Section
                  11(d)(i)

              
	
                Shares
                  Acquisition Date

              	
                Section
                  1(x)

              
	
                Subsidiary

              	
                Section
                  1(y)

              
	
                Summary
                  of Rights

              	
                Section
                  3(b)

              
	
                
                

                then
                  outstanding

              	
                
                

                Section
                  1(d)(iii)

              
	
                TIDE
                  Committee

              	
                Section
                  7(g)

              
	
                Trading
                  Day

              	
                Section
                  11(d)(i)

              
	
                Triggering
                  Event

              	
                Section
                  1(z)

              
	
                
                

                voting
                  securities

              	
                
                

                Section
                  13(a)

              


      

      


      


       

    

    AMENDED
      AND RESTATED

    RIGHTS
      AGREEMENT

    


    


    THIS
      AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of January 4, 2008 (the “Agreement”), is made and
      entered into between HAWK CORPORATION, a Delaware corporation (the “Company”), and NATIONAL CITY
      BANK, as Rights Agent (the “RightsAgent”).

    


    WHEREAS,
      on November 13, 1997, the Board of Directors of the Company (i) authorized
      and declared a dividend of one preferred share purchase right (a “Right”) for each Common
      Share
      (as hereinafter defined) of the Company outstanding at the close of business
      on
      January 16, 1998 (the “EffectiveDate”),
      each Right
      representing the right to purchase one one-thousandth of a share of Series
      E
      Preferred Stock, par value $0.01 par value, of the Company, having the rights,
      powers and preferences set forth in the form of Certificate of Designation
      attached hereto as Exhibit A, upon
      the terms and subject to the conditions set forth in that certain Rights
      Agreement between the Company and Continental Stock Transfer and Trust Company
      (the “OriginalRightsAgent”)
      dated as of
      January 16, 1998 (the “OriginalAgreement”),
      and
      (ii) authorized and directed the issuance of one Right with respect to each
      Common Share that shall become outstanding between the Effective Date and the
      Distribution Date (as such terms are hereinafter defined) and, subject to the
      provisions of Section 22 of this Agreement, with respect to Common Shares that
      shall become outstanding after the Distribution Date and prior to the earlier
      of
      the Redemption Date and the Final Expiration Date;

    


    WHEREAS,
      the Rights Agent succeeded the
      Original Rights Agent as rights agent under the Original Agreement on December
      13, 2000; and

    


    WHEREAS,
      on December 13, 2007, the
      Board of Directors of the Company reviewed the Original Agreement and certain
      other materials relating to stockholder rights plans and, in accordance with
      Section 27(b) of the Original Agreement, a majority of the Disinterested
      Directors (as defined in the Original Agreement) authorized the Company to
      amend
      and restate the Original Agreement as set forth herein;

    


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

    


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

    


    (a)           
      “AcquiringPerson”
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 then outstanding Class A Common
      Shares (other than as a result of a Permitted Offer (as hereinafter defined))
      or
      was such a Beneficial Owner at any time after the date hereof, whether or not
      such Person continues to be the Beneficial Owner of 15% or more of the then
      outstanding Class A Common Shares, but shall not include the Company, any
      Subsidiary of the Company, any employee benefit plan or employee stock ownership
      plan of the Company or of any Subsidiary of the Company or any person organized,
      appointed or established by the Company or any Subsidiary of the Company for
      or
      pursuant to the terms of any such plan.  In any case, an Exempt Person
      (as such term is hereinafter defined), so long as such Person remains an Exempt
      Person, is not an Acquiring Person and an acquisition of Class A Common
      Shares by an Exempt Person is not a Triggering Event, so long as such
      acquisition is an Exempt Event.

    


    Notwithstanding
      the foregoing, no Person shall become an “AcquiringPerson:”  (i)
      as
      the result of an acquisition of Class A Common Shares by the Company that,
      by
      reducing the number of shares outstanding, increases the proportionate number
      of
      shares beneficially owned by such Person to 15% or more of the Class A Common
      Shares then outstanding; (ii) as the result of such Person becoming the
      Beneficial Owner of 15% or more of the Class A Common Shares then outstanding
      as
      determined above solely as a result of an Exempt Event; provided, however,
      that if a
      Person becomes the Beneficial Owner of 15% or more of the Class A Common Shares
      then outstanding by reason of such a share acquisition by the Company or the
      occurrence of such an Exempt Event and such Person shall, after becoming the
      Beneficial Owner of any such Class A Common Shares, become the Beneficial Owner
      of any additional Class A Common Shares by any means whatsoever (other than
      as a
      result of the subsequent occurrence of an Exempt Event, a share acquisition
      by
      the Company, a stock dividend or a subdivision of the Class A Common Shares
      into a larger number of shares or a similar transaction), then such Person
      shall
      be deemed to be an “Acquiring Person;” or (iii) if (A) within five Business
      Days after such Person would otherwise have become an Acquiring Person (but
      for
      the operation of this subclause (iii)), such Person notifies the Board of
      Directors that such Person did so inadvertently, and (B) within two Business
      Days after such notification (or such greater period of time as may be
      determined by action of the Board of Directors, but in no event greater than
      five Business Days), such Person divests itself of a sufficient number of Class
      A Common Shares so that such Person is the Beneficial Owner of less than 15%
      of
      the outstanding Class A Common Shares.

    


    (b)           
      “Act” shall mean the
      Securities Act of 1933, as amended and as in effect on the date of this
      Agreement.

    


    (c)           
      “Affiliate” and “Associate”
shall
      have the
      respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
      and Regulations under the Exchange Act; provided, however,
      that, for
      purposes of this Agreement, the terms “Affiliate” and “Associate” shall not
      include any Person that is an Exempt Person.

    


    (d)           
      A Person shall be deemed the “BeneficialOwner”
of
      and shall be deemed
      to “beneficiallyown,”
any
      securities:

    


    (i)           
      that such Person or any of such Person’s Affiliates or Associates beneficially
      owns, directly or indirectly;

    


    (ii)           
      that such Person or any of such Person’s Affiliates or Associates has
      (A) the right or obligation to acquire (whether such right or obligation is
      exercisable or effective 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 (other than
      the
      Rights), warrants or options, or otherwise; provided, however,
      that a
      Person shall not be deemed the Beneficial Owner of, or to beneficially own,
      securities tendered pursuant to a tender or exchange offer made by or on behalf
      of such Person or any of such Person’s Affiliates or Associates until such
      tendered securities are accepted for purchase or exchange; or (B) the right
      to
      vote pursuant to any agreement, arrangement or understanding; 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
      (1) arises solely from a revocable proxy or consent given to such Person in
      response to a public proxy or consent solicitation made pursuant to, and in
      accordance with, the applicable rules and regulations promulgated under the
      Exchange Act and (2) is not also then reportable on Schedule 13D under the
      Exchange Act (or any comparable or successor report); and providedfurther,
      that prior
      to the occurrence of a Triggering Event, a Person shall not be deemed to be
      the
“Beneficial Owner” of or to “beneficially own” securities issuable upon exercise
      of the Rights; or

    


    (iii)                      
      that are beneficially owned, directly or indirectly, by any other Person (or
      any
      Affiliate or Associate thereof) with which such Person (or any of such Person’s
      Affiliates or Associates) has any agreement, arrangement or understanding
      (whether or not in writing) (other than customary agreements with and between
      underwriters and selling group members with respect to a bona fide public
      offering of securities) relating to the acquisition, holding, voting (except
      to
      the extent contemplated by the proviso to Section l(d)(ii)(B)) or disposing
      of
      any securities of the Company.

    


    Notwithstanding
      anything in this definition of Beneficial Ownership to the contrary,
      (x) the phrase “thenoutstanding,”
when
      used with
      reference to a Person’s Beneficial Ownership of securities of the Company, shall
      mean the number of such securities then issued and outstanding together with
      the
      number of such securities not then actually issued and outstanding which such
      Person would be deemed to own beneficially hereunder, and (y) no Person is
      to be
      deemed a “Beneficial Owner” of, or to “beneficially own,” any securities owned
      by any other Person that is an Exempt Person.

    


    (e)           
      “BusinessDay”
shall
      mean any day other
      than a Saturday, Sunday, federal holiday or a day on which banking institutions
      in the State of Ohio are authorized or obligated by law or executive order
      to
      close.

    


    (f)           
      “CloseofBusiness”
on
      any given date
      shall mean 5:00 P.M., Cleveland, Ohio time, on such date; provided, however,
      that if such
      date is not a Business Day it shall mean 5:00 P.M., Cleveland, Ohio time, on
      the
      next succeeding Business Day.

    


    (g)           
      “ClassACommonShares”
when
      used with
      reference to the Company shall mean shares of the Class A Common Stock, par
      value $0.01 per share, of the Company.

    


    (h)           
      “ClassBCommonShares”
when
      used with
      reference to the Company shall mean shares of the Class B Non-Voting Common
      Stock, par value $0.01 per share, of the Company.

    


    (i)           
      “CommonShares”
when
      used with
      reference to the Company shall mean the shares of Class A Common Stock and
      Class
      B Common Stock.  “CommonShares”
when
      used with
      reference to any Person other than the Company shall mean the capital stock
      (or
      equity interest) with the greatest voting power of such other Person or, if
      such
      other Person is a Subsidiary of another Person, the Person or Persons which
      ultimately control such first-mentioned Person.

    


    (j)           
      “DistributionDate”
shall
      have the meaning
      set forth in Section 3 hereof.

    


    (k)           
      “ExchangeAct”
shall
      mean the
      Securities Exchange Act of 1934, as amended and in effect on the date of this
      Agreement.

    


    (l)           
      “ExemptEvent”
shall
      mean (i) the
      acquisition of additional Common Shares by an Exempt Person, so long as such
      Person does not cease to be an Exempt Person under Section 1(n), or (ii) with
      respect to any Person, the acquisition by such Person of Beneficial Ownership
      of
      Class A Common Shares solely as a result of the occurrence of a Triggering
      Event and the effect of such Triggering Event on the last proviso of Section
      1(d)(ii), other than a Triggering Event in which such Person becomes an
      Acquiring Person.

    


    (m)                      
      “ExemptPerson”
shall
      mean:  (i) the Company; (ii) any Subsidiary; (iii) any employee
      benefit plan of the Company or of any Subsidiary; (iv) any Person holding Common
      Shares for any such employee benefit plan or for employees of the Company or
      of
      any Subsidiary pursuant to the terms of such employee benefit plan;
      (v) Norman C. Harbert, his spouse or issue, any trust of which Mr.
      Harbert and/or his spouse is the grantor of or of which Mr. Harbert, his spouse,
      his issue or any charity is a beneficiary, the Harbert Family Limited
      Partnership, an Ohio limited partnership, and any Person controlled, directly
      or
      indirectly, by Mr. Harbert; and (vi) Ronald E. Weinberg, his
      spouse or issue, any trust of which Mr. Weinberg and/or his spouse is the
      grantor of or of which Mr. Weinberg, his spouse, his issue or any charity
      is a beneficiary, the Weinberg Family Limited Partnership, an Ohio limited
      partnership, and any Person controlled, directly or indirectly, by
      Mr. Weinberg; provided, however,
      that an
      Exempt Person shall cease to be an Exempt Person at the time that all or any
      part of such Exempt Person’s interest in the Common Shares becomes reportable on
      Schedule 13D under the Exchange Act (or any comparable or successor report)
      as
      part of a “group” (as that term is used in Rule 13d-5(b) of the General Rules
      and Regulations under the Exchange Act, or any successor provision) that
      beneficially owns 15% or more of the then outstanding Class A Common Shares
      and
      includes one or more Persons (including any Affiliate or Associate thereof)
      who
      are not Exempt Persons and who individually or in the aggregate beneficially
      own
      in excess of 1% of the then outstanding Class A Common Shares (other than
      any group that may arise solely because of the Stockholders’ Voting Agreement,
      dated November 22, 1996, by and among Norman C. Harbert, the Harbert Family
      Limited Partnership, Ronald E. Weinberg, the Weinberg Family Limited
      Partnership, Byron S. Krantz, the Krantz Family Limited Partnership and the
      Company, as may be amended from time to time).

    


    (n)           
      “FinalExpirationDate”
shall
      have the meaning
      set forth in Section 7 hereof.

    


    (o)           
      “InterestedStockholder”
shall
      mean any
      Acquiring Person or any Affiliate or Associate of an Acquiring Person or any
      other Person in which any such Acquiring Person, Affiliate or Associate has
      an
      interest which represents in excess of 5% of the total combined economic or
      voting power of such Person, or any other Person acting directly or indirectly
      on behalf of, or in concert with, any such Acquiring Person, Affiliate or
      Associate.

    


    (p)           
      “NASDAQ” shall mean the
      National Association of Securities Dealers, Inc. Automated Quotation
      System.

    


    (q)           
      “PermittedOffer”
shall
      mean a tender or
      exchange offer for all outstanding Common Shares at a price and on terms
      determined, prior to the purchase of shares under such tender or exchange offer,
      by the Board of Directors to be adequate (taking into account all factors that
      such directors deem relevant) and otherwise in the best interests of the Company
      and its stockholders (other than the Person or any Affiliate or Associate
      thereof on whose behalf the offer is being made) taking into account all factors
      that such directors may deem relevant.

    


    (r)           
      “Person” shall mean any
      individual, firm, partnership, corporation, limited liability company, trust,
      association, joint venture or other entity, and shall include any successor
      (by
      merger or otherwise) of such entity.

    


    (s)           
      “PreferredShares”
shall
      mean the Series
      E Preferred Stock, $0.01 par value per share, of the Company, having the rights,
      powers and preferences set forth in the form of Certificate of Designation
      attached hereto as Exhibit
      A.

    


    (t)           
      “PurchasePrice”
shall
      have the meaning
      set forth in Section 4(a) hereof, subject to adjustment as set forth in Section
      7(b) hereof.

    


    (u)           
      “RedemptionDate”
shall
      have the meaning
      set forth in Section 7(a) hereof.

    


    (v)           
      “Section 11(a)(ii)
      Event” shall mean any event described in Section 11(a)(ii)
      hereof.

    


    (w)           
      “Section 13 Event”
shall mean any event
      described in clause (x), (y) or (z) of Section 13(a)
      hereof.

    


    (x)           
      “SharesAcquisitionDate”
shall
      mean the first
      date of public announcement (which, for purposes of this definition, shall
      include, without limitation, a report filed pursuant to the Exchange Act) by
      the
      Company or an Acquiring Person that an Acquiring Person has become such; provided, that if
      such Person is determined not to have become an Acquiring Person pursuant to
      Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have
      occurred.

    


    (y)           
      “Subsidiary” of any
      Person shall mean any corporation or other Person of which a majority of the
      voting power of the voting equity securities or equity interest is owned,
      directly or indirectly, by such Person, or which is otherwise controlled by
      such
      Person.

    


    (z)           
      “TriggeringEvent”
shall
      mean any Section
      11(a)(ii) Event or any Section 13 Event.

    


    Section
      2.                                
Appointment of Rights
      Agent.  The Company hereby appoints the Rights Agent to act as
      agent for the Company and the holders of the Rights (who, in accordance with
      Section 3 hereof, shall prior to the Distribution Date also be the holders
      of
      Common Shares) in accordance with the terms and conditions hereof, and the
      Rights Agent hereby accepts such appointment.  The Company may from
      time to time appoint such Co-Rights Agents as it may deem necessary or
      desirable.  In the event the Company appoints one or more Co-Rights
      Agents, the respective duties of the Rights Agents and any Co-Rights Agents
      shall be as the Company shall determine.  The Rights Agent shall have
      no duty to supervise, and in no event be liable for, the acts of any such
      co-Rights Agent.

    


    Section
      3.                                
Issue of Rights
      Certificates.

    


    (a)           
      Until the earlier of (i) the Shares Acquisition Date or (ii) the close of
      business on the tenth day (or such later date as may be determined by action
      of
      the Company’s Board of Directors) after the date of the commencement by any
      Person (other than the Company, any Subsidiary of the Company, any employee
      benefit plan or employee stock ownership plan of the Company or of any
      Subsidiary of the Company or any Person organized, appointed or established
      by
      the Company or of any Subsidiary of the Company for or pursuant to the terms
      of
      any such plan) of, or of the first public announcement of the intention of
      any
      Person (other than the Company, any Subsidiary of the Company, any employee
      benefit plan or employee stock ownership plan of the Company or of any
      Subsidiary of the Company or any Person or entity organized, appointed or
      established by the Company or of any Subsidiary of the Company for or pursuant
      to the terms of any such plan) to commence (which intention to commence remains
      in effect for five Business Days after such announcement), a tender or exchange
      offer the consummation of which would result in any Person becoming an Acquiring
      Person (including, in the case of both (i) and (ii), any such date which is
      after the date of this Agreement and prior to the issuance of the Rights),
      the
      earlier of such dates being herein referred to as the “DistributionDate,”
(x)
      the Rights will be
      evidenced (subject to the provisions of Section 3(b) hereof) by the certificates
      for Common Shares registered in the names of the holders thereof (which
      certificates shall also be deemed to be Rights Certificates) and not by separate
      Rights Certificates, and (y) the right to receive Rights Certificates will
      be transferable only in connection with the transfer of the underlying Common
      Shares (including a transfer to the Company); provided, however,
      that if a
      tender offer is terminated prior to the occurrence of a Distribution Date,
      then
      no Distribution Date shall occur as a result of such tender offer.  As
      soon as practicable after the Distribution Date, the Company will prepare and
      execute, the Rights Agent will countersign, and the Company will send or cause
      to be sent by first-class, postage-prepaid mail, to each record holder of Common
      Shares as of the close of business on the Distribution Date, at the address
      of
      such holder shown on the records of the Company, a Rights Certificate, in
      substantially the form of Exhibit B hereto (a
      “RightsCertificate”),
      evidencing one
      Right for each Common Share so held.  As of and after the Distribution
      Date, the Rights will be evidenced solely by such Rights
      Certificates.

    


    (b)           
      As promptly as practicable following the Effective Date, the Company will send
      a
      copy of a Summary of Rights to Purchase Series E Preferred Shares, in
      substantially the form of Exhibit C hereto (the
      “SummaryofRights”),
      by first-class,
      postage-prepaid mail, to each record holder of Common Shares as of the close
      of
      business on the Effective Date, at the address of such holder shown on the
      records of the Company.  With respect to certificates for Common
      Shares outstanding as of the Effective Date, until the Distribution Date, the
      Rights will be evidenced by such certificates registered in the names of the
      holders thereof together with a copy of the Summary of Rights attached
      thereto.  Until the Distribution Date (or the earlier of the
      Redemption Date or the Final Expiration Date), the surrender for transfer of
      any
      certificate for Common Shares outstanding on the Effective Date, with or without
      a copy of the Summary of Rights attached thereto, shall also constitute the
      transfer of the Rights associated with such Common Shares.  As a
      result of the execution of the Original Agreement, each Common Share outstanding
      as of the Close of Business on January 16, 1998 shall, subject to the terms
      and
      conditions of this Agreement, also represent one Right and shall, subject to
      the
      terms and conditions of this Agreement, represent the right to purchase one
      one-thousandth of a share of Preferred Stock.

    


    (c)           
      Certificates for Common Shares which become outstanding (including, without
      limitation, reacquired Common Shares referred to in the last sentence of this
      paragraph (c)) after the Effective Date but prior to the earliest of the
      Distribution Date, the Redemption Date or the Final Expiration Date shall be
      deemed also to be certificates for Rights and shall bear the following
      legend:

    


    This
      certificate also evidences and entitles the holder hereof to certain Rights
      as
      set forth in a Rights Agreement between Hawk Corporation and Continental Stock
      Transfer & Trust Company, as Rights Agent, dated as of January 16, 1998 (the
“RightsAgreement”),
      as amended from
      time to time, the terms of which are hereby incorporated herein by reference
      and
      a copy of which is on file at the principal executive offices of Hawk
      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.  Hawk Corporation will mail
      to the holder of this certificate a summary 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, Rights that
      are or were beneficially owned by Acquiring Persons or their Affiliates or
      Associates (as such terms are defined in the Rights Agreement) and any
      subsequent holder of such Rights may become null and void.

    


    With
      respect to such certificates containing the foregoing legend, until the
      Distribution Date, the Rights associated with the Common Shares represented
      by
      such certificates shall be evidenced by such certificates alone, and the
      surrender for transfer of any such certificate shall also constitute the
      transfer of the Rights associated with the Common Shares represented
      thereby.  In the event that the Company purchases or acquires any
      Common Shares after the Effective Date but prior to the Distribution Date,
      any
      Rights associated with such Common Shares shall be deemed cancelled and retired
      so that the Company shall not be entitled to exercise any Rights associated
      with
      the Common Shares which are no longer outstanding.

    


    Section
      4.                                
Form of Rights
      Certificate.

    


    (a)           
      The Rights Certificates (and the forms of election to purchase shares and of
      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 Company may deem appropriate (but which
      do not materially affect the rights, duties, liabilities, obligations or
      responsibilities of the Rights Agent) and as are not inconsistent with the
      provisions of this Agreement, or as may be required to comply with any
      applicable law or with any rule or regulation made pursuant thereto or with
      any
      rule or regulation of any stock exchange on which the Rights may from time
      to
      time be listed, or to conform to usage.  Subject to the provisions of
      Section 11 and Section 22 hereof, the Rights Certificates, whenever distributed,
      shall be dated as of the Effective Date, and on their face shall entitle the
      holders thereof to purchase such number of one one-thousandths of a Preferred
      Share as shall be set forth therein at the price per one one-thousandth of
      a
      Preferred Share set forth therein (the “PurchasePrice”),
      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 herein.

    


    (b)           
      Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof
      that
      represents Rights which are null and void pursuant to Section 7(e) of this
      Agreement, any Rights Certificate issued pursuant to Section 6 or Section 11
      hereof upon transfer, exchange, replacement or adjustment of any other Rights
      Certificate referred to in this sentence, and any Rights Certificate transferred
      pursuant to a plan, arrangement or understanding that the Board of Directors
      has
      determined is part of or has, as a primary purpose or effect, the avoidance
      of
      Section 7(e) shall contain (to the extent feasible) the following
      legend:

    


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

    


    The
      provisions of Section 7(e) of this Rights Agreement shall be operative whether
      or not the foregoing legend is contained on any such Rights
      Certificate.

    


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

    


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

    


    Section
      6.                                
Transfer, Split-Up,
      Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost
      or
      Stolen Rights Certificates.  Subject to the provisions of
      Section 4(b), Section 7(e) and Section 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 earlier of the Redemption Date or the Final Expiration Date, any Rights
      Certificate or Rights Certificates may be transferred, split up, combined or
      exchanged for another Rights Certificate or Rights Certificates, entitling
      the
      registered holder to purchase a like number of one one-thousandths of a
      Preferred Share (or, following a Triggering Event, other securities, as the
      case
      may be) as the Rights Certificate or Rights 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 Rights Certificate or Rights Certificates shall make
      such request in writing delivered to the Rights Agent, and shall surrender
      the
      Rights Certificate or Rights Certificates to be transferred, split up, combined
      or exchanged at the principal office or offices of the Rights Agent designated
      for such purpose.  Neither the Rights Agent nor the Company shall be
      obligated to take any action whatsoever with respect to the transfer of any
      such
      surrendered Rights Certificate until the registered holder shall have completed
      and signed the certificate contained in the form of assignment on the reverse
      side of such Rights Certificate and shall have provided such additional evidence
      of the identity of the Beneficial Owner (or former Beneficial Owner) or
      Affiliates or Associates thereof as the Company shall reasonably
      request.  Thereupon the Rights Agent shall, subject to Section 4(b),
      Section 7(e) and Section 14 hereof, countersign and deliver to the Person
      entitled thereto a Rights Certificate or Rights Certificates, as the case may
      be, as so requested.  The Company may require payment of a sum
      sufficient to cover any tax or governmental charge that may be imposed in
      connection with any transfer, split-up, combination or exchange of Rights
      Certificates.

    


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

    


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

    


    (a)           
      Subject to Section 7(e) hereof, the registered holder of any Rights Certificate
      may exercise the Rights evidenced thereby (except as otherwise provided herein)
      in whole or in part at any time after the Distribution Date upon surrender
      of
      the Rights Certificate, with the appropriate form of election to purchase and
      the certificate on the reverse side thereof duly executed, to the Rights Agent
      at the principal office or offices of the Rights Agent designated for such
      purpose, together with payment of the aggregate Purchase Price for the total
      number of one one-thousandths of a Preferred Share (or other securities, as
      the
      case may be) as to which such surrendered Rights are exercised, at or prior
      to
      the earliest of (i) the close of business on January 4, 2018 (the “FinalExpirationDate”),
      (ii) the time at
      which the Rights are redeemed as provided in Section 23 hereof (the “RedemptionDate”),
      (iii) the time at
      which the Rights are exchanged as provided in Section 24 hereof, or (iv) the
      consummation of a transaction contemplated by Section 13(d) hereof.

    


    (b)           
      The Purchase Price for each one one-thousandth of a Preferred Share pursuant
      to
      the exercise of a Right shall initially be $70.00, shall be subject to
      adjustment from time to time as provided in the next sentence and in Sections
      11
      and 13(a) hereof and shall be payable in accordance with paragraph (c) below.
      Anything in this Agreement to the contrary notwithstanding, in the event that,
      at any time after the date of this Agreement and prior to the Distribution
      Date,
      the Company shall (i) declare or pay any dividend on the Common Shares payable
      in Common Shares or (ii) effect a subdivision, combination or consolidation
      of
      the Common Shares (by reclassification or otherwise than by payment of dividends
      in Common Shares) into a greater or lesser number of Common Shares, then in
      any
      such case, each Common Share outstanding following such subdivision, combination
      or consolidation shall continue to have a Right associated therewith and the
      Purchase Price following any such event shall be proportionately adjusted to
      equal the result obtained by multiplying the Purchase Price immediately prior
      to
      such event by a fraction the numerator of which shall be the total number of
      Common Shares outstanding immediately prior to the occurrence of the event
      and
      the denominator of which shall be the total number of Common Shares outstanding
      immediately following the occurrence of such event. The adjustment provided
      for
      in the preceding sentence shall be made successively whenever such a dividend
      is
      declared or paid or such a subdivision, combination or consolidation is
      effected.

    


    (c)           
      Upon receipt of a Rights Certificate representing exercisable Rights, with
      the
      appropriate form of election to purchase and the certificate duly executed,
      accompanied by payment of the Purchase Price for the Preferred Shares (or other
      securities, as the case may be) to be purchased and an amount equal to any
      applicable transfer tax required to be paid by the holder of such Rights
      Certificate in accordance with Section 6 hereof by certified check, cashier’s
      check or money order payable to the order of the Company, the Rights Agent
      shall, subject to Section 20(k), thereupon promptly (i) (A) requisition
      from any transfer agent of the Preferred Shares (or make available, if the
      Rights Agent is the transfer agent) certificates for the number of Preferred
      Shares to be purchased and the Company hereby irrevocably authorizes its
      transfer agent to comply with all such requests, or (B) if the Company, in
      its
      sole discretion, shall have elected to deposit the Preferred Shares issuable
      upon exercise of the Rights hereunder into a depositary, requisition from the
      depositary agent depositary receipts representing such number of one
      one-thousandths of a Preferred Share as are to be purchased (in which case
      certificates for the Preferred Shares represented by such receipts shall be
      deposited by the transfer agent with the depositary agent) and the Company
      will
      direct the depositary agent to comply with such requests, (ii) when appropriate,
      requisition from the Company the amount of cash, if any, to be paid in lieu
      of
      issuance of fractional shares in accordance with Section 14 hereof, (iii) after
      receipt of such certificates or depositary receipts, cause the same to be
      delivered to or upon the order of the registered holder of such Rights
      Certificate, registered in such name or names as may be designated by such
      holder, and (iv) when appropriate, after receipt thereof, deliver such cash
      to
      or upon the order of the registered holder of such Rights
      Certificate.  In the event that the Company is obligated to issue
      other securities (including Common Shares) of the Company pursuant to Section
      11(a) hereof, the Company will make all arrangements necessary so that such
      other securities are available for distribution by the Rights Agent, if and
      when
      appropriate.

    


    In
      addition, in the case of an exercise of the Rights by a holder pursuant to
      Section 11(a)(ii), the Rights Agent shall return such Rights Certificate to
      the registered holder thereof after imprinting, stamping or otherwise indicating
      thereon that the rights represented by such Rights Certificate no longer include
      the rights provided by Section 11(a)(ii) of the Rights Agreement and if less
      than all the Rights represented by such Rights Certificate were so exercised,
      the Rights Agent shall indicate on the Rights Certificate the number of Rights
      represented thereby which continue to include the rights provided by Section
      11(a)(ii).

    


    (d)           
      In case the registered holder of any Rights Certificate shall exercise (except
      pursuant to Section 11(a)(ii)) less than all the Rights evidenced thereby,
      a new
      Rights Certificate evidencing Rights equivalent to the Rights remaining
      unexercised shall be issued by the Rights Agent and delivered to the registered
      holder of such Rights Certificate or to his duly authorized assigns, subject
      to
      the provisions of Section 14 hereof, or the Rights Agent shall place an
      appropriate notation on the Rights Certificate with respect to those Rights
      exercised.

    


    (e)           
      Notwithstanding anything in this Agreement to the contrary, from and after
      the
      first occurrence of a Section 11(a)(ii) Event, any Rights beneficially
      owned by (i) an Acquiring Person or an Affiliate or Associate of an Acquiring
      Person, (ii) a transferee of an Acquiring Person (or of any Affiliate or
      Associate thereof) who becomes a transferee after the Acquiring Person becomes
      such, or (iii) a transferee of an Acquiring Person (or of any Affiliate or
      Associate thereof) who becomes a transferee prior to or concurrently with the
      Acquiring Person becoming such and receives such Rights pursuant to either
      (A) a
      transfer (whether or not for consideration) from the Acquiring Person to holders
      of equity interests in such Acquiring Person or to any Person with whom the
      Acquiring Person has a continuing agreement, arrangement or understanding
      regarding the transferred Rights or (B) a transfer that the Board of Directors
      has determined is part of a plan, arrangement or understanding which has as
      a
      primary purpose or effect the avoidance of this Section 7(e), shall become
      null
      and void without any further action and no holder of such Rights shall have
      any
      rights whatsoever with respect to such Rights, whether under any provision
      of
      this Agreement or otherwise.  The Company shall use all reasonable
      efforts to insure that the provisions of this Section 7(e) and Section 4(b)
      hereof are complied with, but shall have no liability to any holder of Rights
      Certificates or other Person as a result of its failure to make any
      determinations with respect to an Acquiring Person or its Affiliates, Associates
      or transferees hereunder.

    


    (f)           
      Notwithstanding anything in this Agreement to the contrary, neither the Rights
      Agent nor the Company shall be obligated to undertake any action with respect
      to
      a registered holder upon the occurrence of any purported exercise as set forth
      in this Section 7 unless such registered holder shall have (i) completed and
      signed the certificate contained in the appropriate form of election to purchase
      set forth on the reverse side of the Rights Certificate surrendered for such
      exercise, and (ii) provided such additional evidence of the identity of the
      Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates
      thereof as the Company shall reasonably request.

    


    (g)           
      On a date no later than January 4, 2011, and at least once prior to each
      successive three year anniversary of that date, a committee composed of
      non-management members of the Board of Directors who have been determined by
      the
      Board of Directors to be “independent directors” in accordance with the American
      Stock Exchange listing standards (the “TIDECommittee”)
      shall meet to
      review the terms and conditions of this Agreement, including whether the
      termination or modification of this Agreement is in the best interests of the
      Company, its stockholders and any other relevant constituencies of the
      Company.  Following each meeting, the TIDE Committee shall communicate
      its conclusions to the full Board of Directors, including any recommendation
      based on its review as to whether this Agreement should be modified or the
      Rights should be terminated.  The Company shall give the Rights Agent
      written notice of any such recommendations adopted by the Board of Directors
      promptly after any such action is taken by the Board of
      Directors.  The TIDE Committee, when reviewing the terms and
      conditions of this Agreement, shall have the power and authority (i) to set
      its own agenda and to retain at the expense of the Company such legal counsel,
      investment bankers and other advisors as it deems appropriate in order to assist
      it to carry out its foregoing responsibilities under this Agreement, and
      (ii) to review all information of the Company and consider all factors it
      deems relevant to any such review.

    


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

    


    Section
      9.                                
Reservation and
      Availability of Preferred Shares.  The Company covenants and
      agrees that at all times prior to the occurrence of a Section 11(a)(ii) Event
      it
      will cause to be reserved and kept available out of its authorized and unissued
      Preferred Shares, or any authorized and issued Preferred Shares held in its
      treasury, the number of Preferred Shares that will be sufficient to permit
      the
      exercise in full of all outstanding Rights and, after the occurrence of a
      Section 11(a)(ii) Event, shall, to the extent reasonably practicable, so reserve
      and keep available a sufficient number of Common Shares (and/or other
      securities) which may be required to permit the exercise in full of the Rights
      pursuant to this Agreement.

    


    So
      long
      as the Preferred Shares (and, after the occurrence of a Section 11(a)(ii) Event,
      Common Shares or any other securities) issuable upon the exercise of the Rights
      may be listed on any national securities exchange, the Company shall use its
      best efforts to cause, from and after such time as the Rights become
      exercisable, all shares (or other securities) reserved for such issuance to
      be
      listed on such exchange upon official notice of issuance upon such
      exercise.

    


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

    


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

    


    The
      Company shall use its best efforts to (i) file, as soon as practicable following
      the Shares Acquisition Date (or, if required by law, at such earlier time
      following the Distribution Date as so required), a registration statement under
      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 and the rules and regulations thereunder)
      until the date of the expiration of the rights provided by Section
      11(a)(ii).  The Company will also take such action as may be
      appropriate under the blue sky laws of the various states.

    


    Section
      10.                                
Preferred Shares
      Record Date.  Each person in whose name any certificate for
      Preferred Shares (or Common Shares and/or other securities, as the case may
      be)
      is issued upon the exercise of Rights shall for all purposes be deemed to have
      become the holder of record of the Preferred Shares (or Common Shares and/or
      other securities, as the case may be) represented thereby on, and such
      certificate shall be dated, the date upon which the Rights Certificate
      evidencing such Rights was duly surrendered and payment of the Purchase Price
      (and any applicable transfer taxes) was made; provided, however,
      that, if the
      date of such surrender and payment is a date upon which the Preferred Shares
      (or
      Common Shares and/or other securities, as the case may be) transfer books of
      the
      Company are closed, such person shall be deemed to have become the record holder
      of such shares on, and such certificate shall be dated, the next succeeding
      Business Day on which the Preferred Shares (or Common Shares and/or other
      securities, as the case may be) transfer books of the Company are
      open.

    


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

    


    (a)           
      (i)            In the
      event the Company shall at any time after the date of this Agreement (A) declare
      a dividend on the Preferred Shares payable in Preferred Shares,
      (B) subdivide the outstanding Preferred Shares or (C) combine the
      outstanding Preferred Shares into a smaller number of Preferred Shares or (D)
      issue any shares of its capital stock in a reclassification of the Preferred
      Shares (including any such reclassification in connection with a consolidation
      or merger in which the Company is the continuing or surviving corporation),
      except as otherwise provided in this Section 11(a) and Section 7(e) hereof,
      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 capital stock issuable on such date, shall
      be
      proportionately adjusted so that the holder of any Right exercised after such
      time shall be entitled to receive the aggregate number and kind of shares of
      capital stock which, if such Right had been exercised immediately prior to
      such
      date and at a time when the Preferred Shares transfer books of the Company
      were
      open, such holder would have owned upon such exercise and been entitled to
      receive by virtue of such dividend, subdivision, combination or
      reclassification; provided, however,
      that in no
      event shall the consideration to be paid upon the exercise of one Right be
      less
      than the aggregate par value of the shares of capital stock of the Company
      issuable upon exercise of one Right.  If an event occurs which would
      require an adjustment under both Section 11(a)(i) and Section 11(a)(ii), 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).

    


    (ii)           
      In the event that any Person, alone or together with its Affiliates and
      Associates, shall become an Acquiring Person, then proper provision shall be
      made so that each holder of a Right (except as provided below and in Section
      7(e) hereof) shall, for a period of 60 days after the later of the occurrence
      of
      any such event or the effective date of an appropriate registration statement
      under the Act pursuant to Section 9 hereof, have a right to receive, upon
      exercise thereof at a price equal to the then current Purchase Price, in
      accordance with the terms of this Agreement, such number of Class A or Class
      B
      Common Shares, as the case may be (or, in the discretion of the Board of
      Directors, one one-thousandths of a Preferred Share), as shall equal the result
      obtained by (x) multiplying the then current Purchase Price by the then number
      of one one-thousandths of a Preferred Share for which a Right was exercisable
      immediately prior to the first occurrence of a Section 11(a)(ii) Event, and
      (y)
      dividing that product by 50% of the then current per share market price of
      the
      Company’s Class A Common Shares (determined pursuant to Section 11(d) hereof) on
      the date of such first occurrence (such number of shares being referred to
      as
      the “AdjustmentShares”);
provided,
however,
      that if the
      transaction that would otherwise give rise to the foregoing adjustment is also
      subject to the provisions of Section 13 hereof, then only the provisions of
      Section 13 hereof shall apply and no adjustment shall be made pursuant to
      this Section 11(a)(ii).  Holders of Class B Common Shares that
      exercise Rights associated with such Class B Common Shares in accordance with
      this Section 11(a)(ii) shall only be entitled to receive Class B Common
      Shares upon such exercise.

    


    (iii)                      
      In the event that there shall not be sufficient treasury shares or authorized
      but unissued (and unreserved) Common Shares to permit the exercise in full
      of
      the Rights in accordance with the foregoing subparagraph (ii) and the Rights
      become so exercisable (and the Board of Directors has determined to make the
      Rights exercisable into fractions of a Preferred Share), notwithstanding any
      other provision of this Agreement, to the extent necessary and permitted by
      applicable law, each Right shall thereafter represent the right to receive,
      upon
      exercise thereof at the then current Purchase Price in accordance with the
      terms
      of this Agreement, (x) a number of (or fractions of) Common Shares (up to the
      maximum number of Common Shares which may permissibly be issued) and
      (y) one one-thousandth of a Preferred Share or a number of (or fractions
      of) other equity securities of the Company (or, in the discretion of the Board
      of Directors, debt) which the Board of Directors has determined to have the
      same
      aggregate current market value (determined pursuant to Sections 11(d)(i) and
      (ii) hereof, to the extent applicable) as one Common Share (such number of,
      or fractions of, Preferred Shares (or other equity securities or debt of the
      Company) being referred to as a “capitalstockequivalent”),
      equal in the
      aggregate to the number of Adjustment Shares; provided, however,
      if
      sufficient Common Shares and/or capital stock equivalents are unavailable,
      then
      the Company shall, to the extent permitted by applicable law, take all such
      action as may be necessary to authorize additional Common Shares or capital
      stock equivalents for issuance upon exercise of the Rights, including the
      calling of a meeting of stockholders; and provided, further,
      that if the
      Company is unable to cause sufficient Common Shares and/or capital stock
      equivalents to be available for issuance upon exercise in full of the Rights,
      then each Right shall thereafter represent the right to receive the Adjusted
      Number of Shares upon exercise at the Adjusted Purchase Price (as such terms
      are
      hereinafter defined).  As used herein, the term “AdjustedNumberofShares”
shall
      be equal to
      that number of (or fractions of) Common Shares (and/or capital stock
      equivalents) equal to the product of (x) the number of Adjustment Shares and
      (y)
      a fraction, the numerator of which is the number of Common Shares (and/or
      capital stock equivalents) available for issuance upon exercise of the Rights
      and the denominator of which is the aggregate number of Adjustment Shares
      otherwise issuable upon exercise in full of all Rights (assuming there were
      a
      sufficient number of Common Shares available) (such fraction being referred
      to
      as the “ProrationFactor”).  The
      “AdjustedPurchasePrice”
shall
      mean the product
      of the Purchase Price and the Proration Factor.  The Board of
      Directors may, but shall not be required to, establish procedures to allocate
      the right to receive Common Shares and capital stock equivalents upon exercise
      of the Rights among holders of Rights.

    


    (b)           
      In case the Company shall fix a record date for the issuance of rights (other
      than the Rights), options or warrants to all holders of Preferred Shares
      entitling them (for a period expiring within 45 calendar days after such record
      date) to subscribe for or purchase Preferred Shares (or shares having the same
      rights and privileges as the Preferred Shares (“equivalent preferred
      shares”)) or securities convertible into Preferred Shares or equivalent
      preferred shares at a price per Preferred Share or equivalent preferred share
      (or having a conversion price per share, if a security convertible into
      Preferred Shares or equivalent preferred shares) less than the then current
      per
      share market price of the Preferred Shares (as determined pursuant to
      Section 11(d) hereof) on such record date, the Purchase Price to be in
      effect after such record date shall be determined by multiplying the Purchase
      Price in effect immediately prior to such record date by a fraction, the
      numerator of which shall be the number of Preferred Shares outstanding on such
      record date plus the number of Preferred Shares which the aggregate offering
      price of the total number of Preferred Shares and/or equivalent preferred shares
      so to be offered (and/or the aggregate initial conversion price of the
      convertible securities so to be offered) would purchase at such current per
      share market price, and the denominator of which shall be the number of
      Preferred Shares outstanding on such record date plus the number of additional
      Preferred Shares and/or equivalent preferred shares to be offered for
      subscription or purchase (or into which the convertible securities so to be
      offered are initially convertible); provided, however,
      that in no
      event shall the consideration to be paid upon the exercise of one Right be
      less
      than the aggregate par value of the shares of capital stock of the Company
      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 determined in good
      faith by the Board of Directors, whose determination shall be described in
      a
      statement filed with the Rights Agent and shall be binding on the Rights
      Agent.  Preferred Shares owned by or held for the account of the
      Company shall not be deemed outstanding for the purpose of any such
      computation.  Such adjustment shall be made successively whenever such
      a record date is fixed; and in the event that such rights, options or warrants
      are not so issued, the 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 Company shall fix a record date for the making of a distribution
      to
      all holders of the Preferred Shares (including any such distribution made in
      connection with a consolidation or merger in which the Company is the continuing
      or surviving corporation) of evidences of indebtedness or assets (other than
      a
      regular quarterly cash dividend or a dividend payable in Preferred Shares)
      or
      subscription rights or warrants (excluding those referred to in
      Section 11(b) hereof), 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
      then current per share market price (as determined pursuant to Section 11(d)
      hereof) of the Preferred Shares on such record date, less the fair market value
      (as determined in good faith by a the Board of Directors, whose determination
      shall be described in a statement filed with the Rights Agent and shall be
      binding on 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 Preferred Share and the denominator of which shall be such
      current per share market price of the Preferred Shares; provided, however,
      that in no
      event shall the consideration to be paid upon the exercise of one Right be
      less
      than the aggregate par value of the shares of capital stock of the Company
      to be
      issued upon exercise of one Right.  Such adjustments shall be made
      successively whenever such a record date is fixed; and in the event that such
      distribution is not so made, the 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 per share market price” of
      any security (a “Security” for the purpose of
      this Section 11(d)(i)) on any date shall be deemed to be the average of the
      daily closing prices per share of such Security for the 30 consecutive Trading
      Days (as such term is hereinafter defined) immediately prior to such date;
provided, however,
      that in the
      event that the current per share market price of the Security is determined
      during a period following the announcement by the issuer of such Security of
      (A)
      a dividend or distribution on such Security payable in shares of such Security
      or securities convertible into such shares, or (B) any subdivision,
      combination or reclassification of such Security and prior to the expiration
      of
      30 Trading Days after the ex-dividend date for such dividend or distribution,
      or
      the record date for such subdivision, combination or reclassification, then,
      and
      in each such case, the current per share market price shall be appropriately
      adjusted to reflect the current market price per share equivalent of such
      Security.  The closing price for each day shall be the last sale
      price, regular way, or, in case no such sale takes place on such day, the
      average of the closing bid and asked prices, regular way, in either case as
      reported in the principal consolidated transaction reporting system with respect
      to securities listed or admitted to trading on the New York Stock Exchange
      or,
      if the Security is not listed or admitted to trading on the New York Stock
      Exchange, as reported in the principal consolidated transaction reporting system
      with respect to securities listed on the principal national securities exchange
      on which the Security is listed or admitted to trading or, if the Security
      is
      not listed or admitted to trading on any national securities exchange, the
      last
      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, such other
      exchange or market system then in use, or, if on any such date the Security
      is
      not quoted by any such organization, the average of the closing bid and asked
      prices as furnished by a professional market maker making a market in the
      Security selected by a majority of members of the Board of
      Directors.  If on any such date no such market maker is making a
      market in the Security, the fair value of the Security on such date as
      determined in good faith by the Board of Directors or by an independent
      investment banking firm selected by the Board of Directors.  The term
“TradingDay”
shall
      mean a day on
      which the principal national securities exchange on which the Security is listed
      or admitted to trading is open for the transaction of business or, if the
      Security is not listed or admitted to trading on any national securities
      exchange, a Business Day.  Subject to Section 11(d)(ii) hereof, if any
      Security is not publicly held or so listed or traded, the “current per share
      market price” of such Security shall mean the fair market value per share as
      determined in good faith by the Board of Directors or by an independent
      investment banking firm selected by the Board of Directors, whose determination
      shall be described in a statement filed with the Rights Agent and shall be
      binding on the Rights Agent.

    


    (ii)           
      For the purpose of any computation hereunder, the “currentpersharemarketprice”
of
      the Preferred
      Shares (or one one-thousandth of a Preferred Share) shall be determined in
      accordance with the method set forth in Section 11(d)(i).  If the
      Preferred Shares are not publicly traded, the “currentpersharemarketprice”
of
      the Preferred
      Shares shall be conclusively deemed to be the current per share market price
      of
      the Class A Common Shares as determined pursuant to Section 11(d)(i)
      (appropriately adjusted to reflect any stock split, stock dividend or similar
      transaction occurring after the date hereof), multiplied by one
      thousand.  If neither the Class A Common Shares nor the Preferred
      Shares are publicly held or so listed or traded, “currentpersharemarketprice”
shall
      mean the fair
      value per share as determined in good faith by the Board of Directors or by
      an
      independent investment banking firm selected by the Board of Directors, whose
      determination shall be described in a statement filed with the Rights Agent
      and
      shall be binding on the Rights Agent.

    


    (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 the Purchase Price; provided, however,
      that any
      adjustments which by reason of this Section 11(e) are not required to be made
      shall be carried forward and taken into account in any subsequent
      adjustment.  All calculations under this Section 11 shall be made to
      the nearest cent or to the nearest one one-thousandth of a Preferred Share,
      or
      one ten-thousandth of any other share or security, 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 Final Expiration Date.

    


    (f)           
      If, as a result of an adjustment made pursuant to Section 11(a)(ii) or Section
      13(a) hereof, the holder of any Right thereafter exercised shall become entitled
      to receive any shares of capital stock of the Company other than Preferred
      Shares, thereafter 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 Shares contained in Section 11(a) through (c), inclusive, and the
      provisions of Sections 7, 9, 10, 13 and 14 with respect to the Preferred Shares
      shall apply on like terms to any such other shares.

    


    (g)           
      All Rights originally issued by the Company 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 Preferred Share
      purchasable from time to time hereunder upon exercise of the Rights, all subject
      to further adjustment as provided herein.

    


    (h)           
      Unless the Company shall have exercised its election as provided in Section
      11(i) hereof, upon each adjustment of the Purchase Price as a result of the
      calculations made in Sections 11(b) and 11(c) hereof, 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 Preferred Share (calculated to the nearest one
      ten-thousandth of a Preferred Share) obtained by (i) multiplying (x) the number
      of Preferred Shares covered by a Right immediately prior to this adjustment
      of
      the Purchase Price by (y) the Purchase Price in effect immediately prior to
      such
      adjustment of the Purchase Price and (ii) dividing the product so obtained
      by the Purchase Price in effect immediately after such adjustment of the
      Purchase Price.

    


    (i)           
      The Company may elect on or after the date of any adjustment of the Purchase
      Price to adjust the number of Rights, in lieu of any adjustment in the number
      of
      one one-thousandths of a Preferred Share 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 Preferred
      Share for which a Right was exercisable immediately prior to such adjustment.
      Each Right held of record prior to such adjustment of the number of Rights
      shall
      become that number of Rights (calculated to the nearest one ten-thousandth)
      obtained by dividing the Purchase Price in effect immediately prior to
      adjustment of the Purchase Price by the Purchase Price in effect immediately
      after adjustment of the Purchase Price. The Company shall make a public
      announcement 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 Rights Certificates have
      been issued, shall be at least ten days later than the date of the public
      announcement. If Rights Certificates have been issued, upon each adjustment
      of
      the number of Rights pursuant to this Section 11(i), the Company shall, as
      promptly as practicable, cause to be distributed to holders of record of Rights
      Certificates on such record date Rights Certificates evidencing, subject to
      Section 14 hereof, the additional Rights to which such holders shall be entitled
      as a result of such adjustment, or, at the option of the Company, shall cause
      to
      be distributed to such holders of record in substitution and replacement for
      the
      Rights Certificates held by such holders prior to the date of adjustment, and
      upon surrender thereof, if required by the Company, new Rights Certificates
      evidencing all the Rights to which such holders shall be entitled after such
      adjustment.  Rights Certificates so to be distributed shall be issued,
      executed and countersigned in the manner provided for herein (and may bear,
      at
      the option of the Company, the adjusted Purchase Price) and shall be registered
      in the names of the holders of record of Rights Certificates on the record
      date
      specified in the public announcement.

    


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

    


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

    


    (1)           
      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
      Company may elect to defer until the occurrence of such event the issuance
      to
      the holder of any Right exercised after such record date the number of one
      one-thousandths of a Preferred Share, Common Shares or other securities of
      the
      Company, if any, issuable upon such exercise over and above the number of one
      one-thousandths of a Preferred Share, Common Shares or other securities of
      the
      Company, if any, issuable upon exercise on the basis of the Purchase Price
      in
      effect prior to such adjustment; provided, however,
      that the
      Company shall deliver to such holder a due bill or other appropriate instrument
      evidencing such holder’s right to receive such additional shares upon the
      occurrence of the event requiring such adjustment.

    


    (m)                      
      Anything to the contrary in this Section 11 notwithstanding, the Company 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 (i) any
      consolidation or subdivision of the Preferred Shares, (ii) issuance wholly
      for
      cash of Preferred Shares at less than the current market price, (iii) issuance
      wholly for cash of Preferred Shares or securities which by their terms are
      convertible into or exchangeable for Preferred Shares, (iv) stock dividends,
      or
      (v) issuance of rights, options or warrants referred to in this Section 11,
      hereafter made by the Company to holders of its Preferred Shares shall not
      be
      taxable to such stockholders.

    


    (n)           
      The Company covenants and agrees that it shall not, at any time after the
      Distribution Date, (i) consolidate with any other Person (other than a
      Subsidiary of the Company in a transaction which does not violate Section 11(o)
      hereof), (ii) merge with or into any other Person (other than a Subsidiary
      of
      the Company in a transaction which does not violate Section 11(o) hereof),
      or (iii) sell or transfer (or permit any Subsidiary to sell or transfer), in
      one
      transaction, or a series of related transactions, assets or earning power
      aggregating more than 50% of the assets or earning power of the Company and
      its
      Subsidiaries (taken as a whole) to any other Person or Persons (other than
      the
      Company and/or any of its Subsidiaries in one or more transactions each of
      which
      does not violate Section 11(o) hereof), if (x) at the time of or immediately
      after such consolidation, merger, sale or transfer there are any charter or
      bylaw provisions or any rights, warrants or other instruments or securities
      outstanding or agreements in effect or other actions taken, which would
      materially 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 hereof
      shall have received a distribution of Rights previously owned by such Person
      or
      any of its Affiliates and Associates.  The Company shall not
      consummate any such consolidation, merger, sale or transfer unless prior thereto
      the Company and such other Person shall have executed and delivered to the
      Rights Agent a supplemental agreement evidencing compliance with this Section
      11(n).

    


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

    


    (p)           
      The exercise of rights under Section 11(a)(ii) shall only result in the loss
      of
      rights under Section 11(a)(ii) to the extent so exercised and shall not
      otherwise affect the rights represented by the Rights under this Rights
      Agreement, including the rights represented by Section 13.

    


    Section
      12.                                
Certificate of
      Adjusted Purchase Price or Number of Shares.  Whenever an
      adjustment is made as provided in Section 11 or 13 hereof, the Company shall
      promptly (a) prepare a certificate setting forth such adjustment, and a
      brief statement of the facts accounting for such adjustment, (b) file with
      the
      Rights Agent and with each transfer agent for the Common Shares and the
      Preferred Shares a copy of such certificate and (c) mail a brief summary thereof
      to each holder of a Rights Certificate in accordance with Section 26
      hereof.  The Rights Agent shall be fully protected in relying on any
      such certificate and on any adjustment therein contained.

    


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

    


    (a)           
      In the event that, on or following the Shares Acquisition Date, directly or
      indirectly, (x) the Company shall consolidate with, or merge with and into,
      any
      Interested Stockholder, or if in such merger or consolidation all holders of
      Common Shares are not treated alike, (y) the Company shall consolidate with,
      or
      merge with, any Interested Stockholder or, if in such merger or consolidation
      all holders of Common Shares are not treated alike, and the Company shall be
      the
      continuing or surviving corporation of such consolidation or merger (other
      than,
      in a case of any transaction described in (x) or (y), a merger or consolidation
      which would result in all of the securities generally entitled to vote in the
      election of directors (“votingsecurities”)
      of the Company
      outstanding immediately prior thereto continuing to represent (either by
      remaining outstanding or by being converted into securities of the surviving
      entity) all of the voting securities of the Company or such surviving entity
      outstanding immediately after such merger or consolidation and the holders
      of
      such securities not having changed as a result of such merger or consolidation),
      or (z) the Company shall sell or otherwise transfer (or one or more of its
      Subsidiaries shall sell or otherwise transfer), in one transaction or a series
      of related transactions, assets or earning power aggregating more than 50%
      of
      the assets or earning power of the Company and its Subsidiaries (taken as a
      whole) to any Interested Stockholder or Persons or, if in such transaction
      all
      holders of Common Shares are not treated alike (other than the Company or any
      Subsidiary of the Company in one or more transactions each of which does not
      violate Section 11(o) hereof), 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 a price equal to the then current
      Purchase Price, in accordance with the terms of this Agreement and in lieu
      of
      Preferred Shares, such number of freely tradable Common Shares of the Principal
      Party (as hereinafter defined), not subject to any liens, encumbrances, rights
      of first refusal or other adverse claims, as shall equal the result obtained
      by
      (A) multiplying the then current Purchase Price by the number of one
      one-thousandths of a Preferred Share for which a Right is then exercisable
      (without taking into account any adjustment previously made pursuant to
      Section 11(a)(ii)) hereof and dividing that product by (B) 50% of the then
      current per share market price of the Common Shares of such Principal Party
      (determined pursuant to Section 11(d) hereof) on the date of consummation
      of such Section 13 Event; (ii) such Principal Party shall thereafter be liable
      for, and shall assume, by virtue of such Section 13 Event, all the obligations
      and duties of the Company pursuant to this Agreement; (iii) the term “Company” shall thereafter
      be
      deemed to refer to such Principal Party, it being specifically intended that
      the
      provisions of Section 11 hereof shall apply only to such Principal Party
      following the first occurrence of a Section 13 Event; and (iv) such Principal
      Party shall take such steps (including, but not limited to, the reservation
      of a
      sufficient number of its Common Shares) in connection with the consummation
      of
      any such transaction as may be necessary to assure that the provisions hereof
      shall thereafter be applicable, as nearly as reasonably may be, in relation
      to
      the Common Shares thereafter deliverable upon the exercise of the
      Rights.

    


    (b)           
      “PrincipalParty”
shall
      mean (i) in the
      case of any transaction described in clause (x) or (y) of the first sentence
      of
      Section 13(a), the Person that is the issuer of any securities into which Common
      Shares of the Company are converted in such merger or consolidation, and if
      no
      securities are so issued, the Person that is the other party to such merger
      or
      consolidation (including, if applicable, the Company if it is the surviving
      corporation); and (ii) in the case of any transaction described in clause (z)
      of
      the first sentence of Section 13(a), the Person that is the party receiving
      the
      greatest portion of the assets or earning power transferred pursuant to such
      transaction or transactions; provided, however,
      that in any
      of the foregoing cases:  (A) if the Common Shares of such Person are
      not at such time and have not been continuously over the preceding twelve month
      period registered under Section 12 of the Exchange Act, and such Person is
      a
      direct or indirect Subsidiary of another Person the Common Shares of which
      are
      and have been so registered, “PrincipalParty”
shall
      refer to such
      other Person; (B) in case such Person is a Subsidiary, directly or indirectly,
      of more than one Person, the Common Shares 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 Shares having the greatest aggregate market value;
      and (C) in case 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 (A) and (B) above shall apply to
      each of the chains of ownership having an interest in such joint venture as
      if
      such party were a “Subsidiary” of both or all of
      such joint venturers and the Principal Parties in each such chain shall bear
      the
      obligations set forth in this Section 13 in the same ratio as their direct
      or
      indirect interests in such Person bear to the total of such
      interests.

    


    (c)           
      The Company shall not consummate any such consolidation, merger, sale or
      transfer unless the Principal Party shall have a sufficient number of its
      authorized Common Shares 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 Company and such Principal Party shall have executed
      and delivered to the Rights Agent a supplemental agreement providing for the
      terms set forth in paragraphs (a) and (b) of this Section 13 and further
      providing that, as soon as practicable after the date of any consolidation,
      merger, sale or transfer mentioned in paragraph (a) of this Section 13, the
      Principal Party at its own expense shall:

    


    (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 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 Final Expiration Date; and

    


    (ii)           
      use its best efforts to qualify or register the Rights and the securities
      purchasable upon exercise of the Rights under the blue sky laws of such
      jurisdictions as may be necessary or appropriate; and

    


    (iii)                      
      deliver to holders of the Rights historical financial statements for the
      Principal Party and each of its Affiliates which comply in all material 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.  The rights under this
      Section 13 shall be in addition to the rights to exercise Rights and adjustments
      under Section 11(a)(ii) and shall survive any exercise thereunder.

    


    (d)           
      Notwithstanding anything in this Agreement to the contrary, the provisions
      of
      this Section 13 shall not be applicable to a transaction described in clauses
      (x) and (y) of Section 13(a) if:  (i) such transaction is
      consummated with a Person or Persons who acquired Common Shares pursuant to
      a
      Permitted Offer (or a wholly owned Subsidiary of any such Person or Persons);
      (ii) the price per Common Share offered in such transaction is not less than
      the
      price per Common Share paid to all holders of Common Shares whose shares were
      purchased pursuant to such Permitted Offer; and (iii) the form of consideration
      offered in such transaction is the same as the form of consideration paid
      pursuant to such Permitted Offer.  Upon consummation of any such
      transaction contemplated by this Section 13(d), all Rights hereunder shall
      expire.

    


    Section
      14.                                
Fractional Rights
      and
      Fractional Shares.

    


    (a)           
      The Company shall not be required to issue fractions of Rights or to distribute
      Rights Certificates which evidence fractional Rights. In lieu of such fractional
      Rights, there shall be paid to the registered holders of the Rights Certificates
      with regard to which such fractional Rights would otherwise be issuable, an
      amount in cash equal to the same fraction of the current market value of a
      whole
      Right. For the purposes of this Section 14(a), the current market value of
      a
      whole Right shall be the closing price of the Rights for the Trading Day
      immediately prior to the date on which such fractional Rights would have been
      otherwise issuable. 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 Board
      of
      Directors or by an independent investment banking firm selected by the 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 Board of Directors or by an independent investment banking firm selected
      by
      the Board of Directors, such determination shall be provided in writing to
      the
      Rights Agent and shall be binding on the Rights Agent.

    


    (b)           
      The Company shall not be required to issue fractions of Preferred Shares (other
      than fractions which are one one-thousandths or integral multiples of one
      one-thousandth of a Preferred Share) upon exercise of the Rights or to
      distribute certificates which evidence fractional Preferred Shares (other than
      fractions which are integral multiples of one one-thousandth of a Preferred
      Share). Fractions of Preferred Shares in integral multiples of one
      one-thousandths of a Preferred Share may, at the election of the Company, be
      evidenced by depositary receipts, pursuant to an appropriate agreement between
      the Company and a depositary selected by it, provided that such
      agreement shall provide that the holders of such depositary receipts shall
      have
      all the rights, privileges and preferences to which they are entitled as
      beneficial owners of the Preferred Shares represented by such depositary
      receipts.  In lieu of fractional Preferred Shares that are not one
      one-thousandths or integral multiples of one one-thousandth of a Preferred
      Share, the Company may pay to the registered holders of Rights Certificates,
      at
      the time such Rights are exercised as herein, an amount in cash equal to the
      same fraction of the current market value of one Preferred Share.  For
      purposes of this Section 14(b), the current market value of a Preferred
      Share shall be the closing price of a Preferred Share (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 one of the transactions or events specified in
      Section 11 giving rise to the right to receive Common Shares, capital stock
      equivalents (other than Preferred Shares) or other securities upon the exercise
      of a Right, the Company shall not be required to issue fractions of shares
      or
      units of such Common Shares, capital stock equivalents or other securities
      upon
      exercise of the Rights or to distribute certificates which evidence fractions
      of
      such Common Shares, capital stock equivalents or other securities.  In
      lieu of fractional shares or units of such Common Shares, capital stock
      equivalents or other securities, the Company may pay to the registered holders
      of Right Certificates, at the time such Rights are exercised as herein, an
      amount in cash equal to the same fraction of the current market value of a
      share
      or unit of such Common Shares, capital stock equivalents or other
      securities.  For purposes of this Section 14(c), the current
      market value shall be determined in the manner set forth in Section 11(d)
      hereof for the Trading Day immediately prior to the date of such exercise and,
      if such capital stock equivalent is not traded, each such capital stock
      equivalent shall have the value of one one-thousandth of a Preferred
      Share.

    


    (d)           
      The holder of a Right by the acceptance of the Right expressly waives the right
      to receive any fractional Rights or any fractional share upon exercise of a
      Right (except as provided above).

    


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

    


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

    


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

    


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

    


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

    


    (d)           
      notwithstanding anything in this Agreement to the contrary, neither the Company
      nor the Rights Agent shall have any liability to any holder of a Right or a
      beneficial interest in 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.

    


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

    


    Section
      18.                                
Concerning the Rights
      Agent.  The Company agrees to pay to the Rights Agent
      reasonable compensation for all services rendered by it hereunder and, from
      time
      to time, on demand of the Rights Agent, its reasonable expenses and counsel
      fees
      and other disbursements incurred in the administration and execution of this
      Agreement and the exercise and performance of its duties
      hereunder.  The Company also agrees to indemnify the Rights Agent for,
      and to hold it harmless against, any loss, liability, damage, judgment, fine
      penalty, claim, demand, cost or expense, incurred without gross negligence,
      bad
      faith or willful misconduct on the part of the Rights Agent (which gross
      negligence, bad faith or willful misconduct must be determined by a final,
      non-appealable order, judgment, decree or ruling of a court of competent
      jurisdiction) as a result of anything done, suffered or omitted to be done
      by
      the Rights Agent in connection with the acceptance and administration of this
      Agreement or the performance of its duties and responsibilities and exercise
      of
      its rights hereunder, including, without limitation, the costs and expenses
      of
      defending against any claim of liability arising therefrom, directly or
      indirectly.  The costs and expenses of enforcing this right of
      indemnification will also be paid by the Company.

    


    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 and the exercise and performance of its duties
      and responsibilities and the exercise of its rights hereunder, in reliance
      upon
      any Rights Certificate or certificate for Common Shares or for other securities
      of the Company, or any instrument of assignment or transfer, power of attorney,
      endorsement, affidavit, letter, notice, direction, consent, certificate,
      statement, or other paper or document believed by it to be genuine and to be
      signed, executed and, where necessary, verified or acknowledged, by the proper
      Person or Persons, or otherwise upon the advice or opinion of counsel as set
      forth in Section 20 hereof.

    


    Section
      19.                                
Merger or
      Consolidation or Change of Name of Rights Agent.  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 stock transfer
      or
      all or substantially all of the corporate trust business of the Rights Agent
      or
      any successor Rights Agent, shall be the successor to the Rights Agent under
      this Agreement without the execution or filing of any paper or any further
      act
      on the part of any of the parties hereto, provided that such
      corporation would be eligible for appointment as a successor Rights Agent under
      the provisions of Section 21 hereof.  In case at the time such
      successor Rights Agent shall succeed to the agency created by this Agreement,
      any of the Rights Certificates shall have been countersigned but not delivered,
      any such successor Rights Agent may adopt the countersignature of a predecessor
      Rights Agent and deliver such Rights Certificates so countersigned; and in
      case
      at that time any of the Rights Certificates shall not have been countersigned,
      any successor Rights Agent may countersign such Rights Certificates either
      in
      the name of the predecessor or in the name of the successor Rights Agent; and
      in
      all such cases such Rights Certificates shall have the full force provided
      in
      the Rights Certificates and in this Agreement.

    


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

    


    Section
      20.                                
Duties of Rights
      Agent.  The Rights Agent undertakes to perform only the duties
      and obligations imposed by this Agreement (and no implied duties or obligations,
      other than the duty of good faith, shall be read into this Agreement against
      the
      Rights Agent) upon the following terms and conditions, by all of which the
      Company and the holders of Rights Certificates, by their acceptance thereof,
      shall be bound:

    


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

    


    (b)           
      Whenever in the performance of its duties under this Agreement the Rights Agent
      shall deem it necessary or desirable that any fact or matter (including, without
      limitation, the identity of an Acquiring Person and the determination of the
      current per share market price of any Security) be proved or established by
      the
      Company prior to taking or suffering any action hereunder, such fact or matter
      (unless other evidence in respect thereof be herein specifically prescribed)
      may
      be deemed to be conclusively proved and established by a certificate signed
      by
      any one of the Chairman of the Board, the Vice-Chairman of the Board, the Chief
      Executive Officer, the President, any Vice President, the Treasurer, any
      Assistant Treasurer, the Secretary or any Assistant Secretary of the Company
      and
      delivered to the Rights Agent; and such certificate shall be full authorization
      to the Rights Agent for any action taken, suffered or omitted 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 (which gross negligence, bad faith or willful
      misconduct must be determined by a final, non-appealable court of competent
      jurisdiction).

    


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

    


    (e)           
      The Rights Agent shall not 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 Rights Certificate (except its countersignature thereof); nor shall
      it be
      responsible for any breach by the Company of any covenant or condition contained
      in this Agreement or in any Rights Certificate; nor shall it be responsible
      for
      any change in the exercisability of the Rights (including the Rights becoming
      void pursuant to Section 7(e) hereof) or any adjustment required under the
      provisions of Section 11, Section 13 or Section 24 hereof or otherwise or
      responsible for the manner, method or amount of any such adjustment or the
      ascertaining of the existence of facts that would require any such adjustment
      (except with respect to the exercise of Rights evidenced by Rights Certificates
      after receipt of the certificate described in Section 12 hereof); nor shall
      it
      by any act hereunder be deemed to make any representation or warranty as to
      the
      authorization or reservation of any Preferred Shares, Common Shares or other
      securities to be issued pursuant to this Agreement or any Rights Certificate
      or
      as to whether any Preferred Shares, Common Shares or other securities will,
      when
      issued, be validly authorized and issued, fully paid and
      non-assessable.

    


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

    


    (g)           
      The Rights Agent is hereby authorized and directed to accept instructions with
      respect to the performance of its duties and the exercise of its rights
      hereunder and certificates delivered pursuant to any provision hereof from
      any
      one of the Chairman of the Board, the Vice-Chairman of the Board, the Chief
      Executive Officer, the President, any Vice President, the Secretary, any
      Assistant Secretary, the Treasurer or any Assistant Treasurer of the Company,
      and is authorized to apply to such officers for advice or instructions in
      connection with its duties, and shall not be liable for any action taken or
      suffered by it in good faith or lack of action in accordance with instructions
      of any such officer or any delay in acting while waiting for advice or
      instructions.

    


    (h)           
      The Rights Agent and any stockholder, affiliate director, officer or employee
      of
      the Rights Agent may buy, sell or deal in any of the Rights or other securities
      of the Company or become pecuniarily interested in any transaction in which
      the
      Company may be interested, or contract with or lend money to the Company or
      otherwise act as fully and freely as though it were not Rights Agent under
      this
      Agreement. Nothing herein shall preclude the Rights Agent or any such
      stockholder, affiliate, director, officer or employee from acting in any other
      capacity for the Company or for any other 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 (through its directors,
      officer and employees) 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
      Company or any other Person resulting from any such act, omission, default,
      neglect or misconduct, absent gross negligence, bad faith or willful misconduct
      in the selection and continued employment thereof (which gross negligence,
      bad
      faith or willful misconduct must be determined by a final, non-appealable order,
      judgment, decree or ruling of a court of competent jurisdiction). The Rights
      Agent will not be under any duty or responsibility to ensure compliance with
      any
      applicable securities laws in connection with the issuance, transfer or exchange
      of Rights Certificates.

    


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

    


    (k)           
      If, with respect to any Rights Certificate surrendered to the Rights Agent
      for
      exercise or transfer, the certificate attached to the form of assignment or
      form
      of election to purchase, as the case may be, has either not been completed
      or
      indicates an affirmative response to clause (1), (2) and/or (3) thereof,
      the Rights Agent shall not take any further action with respect to such
      requested exercise of transfer without first consulting with the
      Company.

    


    (l)           
      The provisions of Section 18 hereof and this Section 20 shall survive the
      exercise, exchange, redemption or expiration of the Rights, the resignation,
      replacement or removal of the Rights Agent and the termination of this
      Agreement.

    


    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 Company and to each transfer agent of the Common
      Shares or Preferred Shares known to the Rights Agent by registered or certified
      mail, and to the holders of the Rights Certificates by first-class
      mail.  The Company may remove the Rights Agent or any successor Rights
      Agent upon 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
      Shares or Preferred Shares by registered or certified mail, and to holders
      of
      the Rights Certificates by first-class mail.  If the Rights Agent
      shall resign or be removed or shall otherwise become incapable of acting, the
      Company shall appoint a successor to the Rights Agent.  If the Company
      shall fail to make such appointment within a period of 30 days after giving
      notice of such removal or after it has been notified in writing of such
      resignation or incapacity by the resigning or incapacitated Rights Agent or
      by
      the holder of a Rights Certificate (who shall, with such notice, submit his
      Rights Certificate for inspection by the Company), then the registered holder
      of
      any Rights Certificate may apply to any court of competent jurisdiction for
      the
      appointment of a new Rights Agent.  Any successor Rights Agent,
      whether appointed by the Company or by such a court, shall be (i) a corporation
      or other legal entity organized and doing business under the laws of the United
      States or of any other state of the United States, so long as such corporation
      or other legal entity complies with the applicable rules and requirements of
      the
      New York Stock Exchange, as such rules and requirements may be amended or
      modified from time to time, is authorized to exercise stock transfer or
      corporate trust powers and is subject to supervision or examination by federal
      or state authority and which has at the time of its appointment as Rights Agent
      a combined capital and surplus of at least $50,000,000 (or such lower number
      as
      approved by the Board of Directors), or (ii) an affiliate of a corporation
      described in clause (i) of this sentence.  After appointment, the
      successor Rights Agent shall be vested with the same powers, rights, duties
      and
      responsibilities as if it had been originally named as Rights Agent without
      further act or deed; but the predecessor Rights Agent shall deliver and transfer
      to the successor Rights Agent any property at the time held by it hereunder,
      and
      execute and deliver any further assurance, conveyance, act or deed necessary
      for
      the purpose.  Not later than the effective date of any such
      appointment the Company shall file notice thereof in writing with the
      predecessor Rights Agent and each transfer agent of the Common Shares or
      Preferred Shares and mail a notice thereof in writing to the registered holders
      of the Rights Certificates.  Failure to give any notice provided for
      in this Section 21, however, or any defect therein, shall not affect the
      legality or validity of the resignation or removal of the Rights Agent or the
      appointment of the successor Rights Agent, as the case may be.

    


    Section
      22.                                
Issuance of New
      Rights
      Certificates.  Notwithstanding any of the provisions of this
      Agreement or of the Rights to the contrary, the Company may, at its option,
      issue new Rights Certificates evidencing Rights in such form as may be approved
      by its Board of Directors to reflect any adjustment or change in the Purchase
      Price and the number or kind or class of shares or other securities or property
      purchasable under the Rights Certificates made in accordance with the provisions
      of this Agreement.

    


    In
      addition, in connection with the issuance or sale of Common Shares following
      the
      Distribution Date and prior to the earliest of the Redemption Date, the Final
      Expiration Date and the consummation of a transaction contemplated by Section
      13(d) hereof, the Company (i) shall with respect to Common Shares 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 Company, and (ii) may, in any other case, if deemed
      necessary or appropriate by the Board of Directors, issue Rights Certificates
      representing the appropriate number of Rights in connection with such issuance
      or sale; provided, however,
      that no
      Rights Certificate shall be issued if, and to the extent that, appropriate
      adjustment shall otherwise have been made in lieu of the issuance
      thereof.

    


    Section
      23.                                
Redemption and
      Termination.

    


    (a)           
      (i)            The Board
      of Directors may, at its option, redeem all, but not less than all, the then
      outstanding Rights at a redemption price of $0.001 per Right, as such amount
      may
      be appropriately adjusted to reflect any stock split, stock dividend or similar
      transaction occurring after the date hereof (such redemption price being
      hereinafter referred to as the “RedemptionPrice”),
      at any time prior to
      the earlier of (A) a Section 11(a)(ii) Event, or (B) the Final Expiration
      Date.  The Company may, at its option, pay the Redemption Price either
      in Common Shares (based on the “current per share market price,” as defined in
      Section 11(d)(i) hereof, of the Common Shares at the time of redemption) or
      cash; provided
      that if the Company elects to pay the Redemption Price in Common Shares, the
      Company shall not be required to issue any fractional Common Shares and the
      number of Common Shares issuable to each holder of Rights shall be rounded
      down
      to the next whole share.

    


    (ii)           
      In addition, subject to Section 23(a)(iii), the Board of Directors may, at
      its
      option, at any time following a Shares Acquisition Date but prior to any
      Section 13 Event, redeem all, but not less than all, of the then
      outstanding Rights at the Redemption Price in connection with any merger,
      consolidation, sale or other transfer (in one transaction or in a series of
      related transactions) of assets or earning power aggregating 50% or more of
      the
      earning power of the Company and its Subsidiaries (taken as a whole) in which
      all holders of Common Shares are treated alike and not involving (other than
      as
      a holder of Common Shares being treated like all other such holders) an
      Interested Stockholder.

    


    (b)           
      In the case of a redemption permitted under Section 23(a)(i), immediately upon
      the date for redemption set forth (or determined in the manner specified in)
      in
      a resolution of the Board of Directors ordering the redemption of the Rights,
      evidence of which shall have been filed with the Rights Agent, and without
      any
      further action and without any notice, the right to exercise the Rights will
      terminate and the only right thereafter of the holders of Rights shall be to
      receive the Redemption Price for each Right so held. In the case of a redemption
      permitted only under Section 23(a)(ii), evidence of which shall have been
      filed with the Rights Agent, the right to exercise the Rights will terminate
      and
      represent only the right to receive the Redemption Price upon the later of
      ten
      Business Days following the giving of such notice or the expiration of any
      period during which the rights under Section 11(a)(ii) may be
      exercised.  The Company shall promptly give public notice of any such
      redemption; provided, however,
      that the
      failure to give, or any defect in, any such notice shall not affect the validity
      of such redemption.  Within ten days after such date for redemption
      set forth in a resolution of the Board of Directors ordering the redemption
      of
      the Rights, the Company shall mail a notice of redemption to all the holders
      of
      the then outstanding Rights at their last addresses as they appear upon the
      registry books of the Rights Agent or, prior to the Distribution Date, on the
      registry books of the transfer agent for the Common Shares.  Any
      notice which is mailed in the manner herein provided shall be deemed given,
      whether or not the holder receives the notice.  Each such notice of
      redemption will state the method by which the payment of the Redemption Price
      will be made.  Neither the Company nor any of its Affiliates or
      Associates may redeem, acquire or purchase for value any Rights at any time
      in
      any manner other than that specifically set forth in this Section 23 and other
      than in connection with the purchase of Common Shares prior to the Distribution
      Date.

    


    (c)           
      The Company may, at its option, discharge all of its obligations with respect
      to
      the Rights by (i) issuing a press release announcing the manner of redemption
      of
      the Rights in accordance with this Agreement and (ii) mailing payment of the
      Redemption Price to the registered holders of the Rights at their last addresses
      as they appear on the registry books of the Rights Agent or, prior to the
      Distribution Date, on the registry books of the transfer agent of the Common
      Shares, and upon such action, all outstanding Rights and Rights Certificates
      shall be null and void without any further action by the Company.

    


    Section
      24.                                
Exchange.

    


    (a)           
      The Board of Directors 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) and Section 11(a)(ii) hereof)
      for Common Shares of the Company at an exchange ratio of one Common Share per
      Right, appropriately adjusted to reflect any stock split, stock dividend or
      similar transaction involving either the Common Shares or the Preferred Shares
      occurring after the date hereof (such exchange ratio being hereinafter referred
      to as the “ExchangeRatio”).  Notwithstanding
      the foregoing, the Board of Directors shall not be empowered to effect such
      exchange at any time after any Person (other than the Company, any Subsidiary
      of
      the Company, any employee benefit plan of the Company or any such Subsidiary,
      any entity holding Common Shares for or pursuant to the terms of any such plan
      or any trustee, administrator or fiduciary of such a plan), together with all
      Affiliates and Associates of such Person, becomes the Beneficial Owner of 50%
      or
      more of the Common Shares then outstanding.

    


    (b)           
      Immediately upon the action of the Board of Directors ordering the exchange
      of
      any Rights pursuant to Section 24(a) hereof 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 Common Shares equal to the number of such rights held by such holder
      multiplied by the Exchange Ratio. The Company 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 Company 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 Common Shares for Rights will
      be
      effected and, in the event of any partial exchange, the number of Rights which
      will be exchanged.  Any partial exchange 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) and Section 11(a)(ii) hereof) held by each
      holder of Rights.

    


    (c)           
      In any exchange pursuant to this Section 24, the Company, at its option, may
      substitute Preferred Shares (or equivalent preferred shares, as such term is
      defined in Section 11(b) hereof) for some or all of the Common Shares
      exchangeable for Rights, at the initial rate of one one-thousandth of a
      Preferred Share (or equivalent preferred share) for each Common Share, as
      appropriately adjusted to reflect adjustments in the voting rights of the
      Preferred Shares pursuant to the terms thereof, so that the fraction of a
      Preferred Share delivered in lieu of each Common Share shall have the same
      voting rights as one Common Share.

    


    (d)           
      The Board of Directors shall not authorize any exchange transaction referred
      to
      in Section 24(a) hereof unless at the time such exchange is authorized there
      shall be sufficient Common Shares or Preferred Shares issued but not
      outstanding, or authorized but unissued, to permit the exchange of Rights as
      contemplated in accordance with this Section 24.

    


    Section
      25.                                
Notice of Certain
      Events.

    


    (a)           
      In case the Company shall propose (i) to pay any dividend payable in stock
      of
      any class to the holders of its Preferred Shares or to make any other
      distribution to the holders of Preferred Shares (other than a regular quarterly
      cash dividend), (ii) to offer to the holders of its Preferred Shares rights
      or
      warrants to subscribe for or to purchase any additional Preferred Shares or
      shares of stock of any class or any other securities, rights or options, (iii)
      to effect any reclassification of its Preferred Shares (other than a
      reclassification involving only the subdivision of outstanding Preferred
      Shares), (iv) to effect any consolidation or merger into or with any other
      Person (other than a Subsidiary of the Company in a transaction which does
      not
      violate Section 11(o) hereof), 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 50% or more of the assets or earning power of
      the
      Company and its Subsidiaries (taken as a whole) to any other Person or Persons
      (other than the Company and/or any of its Subsidiaries in one or more
      transactions each of which does not violate Section 11(o) hereof), or (v) to
      effect the liquidation, dissolution or winding up of the Company, then, in
      each
      such case, the Company shall give to the Rights Agent and each holder of a
      Rights Certificate, in accordance with Section 26 hereof, a notice of such
      proposed action to the extent feasible and file a certificate with the Rights
      Agent to that effect, 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, consolidation, merger, sale, transfer, liquidation,
      dissolution, or winding up is to take place and the date of participation
      therein by the holders of the Preferred Shares, 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 20 days prior to the record date for determining
      holders of the Preferred Shares for purposes of such action, and in the case
      of
      any such other action, at least 20 days prior to the date of the taking of
      such
      proposed action or the date of participation therein by the holders of the
      Preferred Shares, whichever shall be the earlier.

    


    (b)           
      In case of a Section 11(a)(ii) Event, then (i) the Company shall as soon as
      practicable thereafter give to each holder of a Rights Certificate, in
      accordance with Section 26 hereof, a notice of the occurrence of such event,
      which notice shall describe such event and the consequences of such event to
      holders of Rights under Section 11(a)(ii) hereof and (ii) all references in
      the
      preceding Section 25(a) to Preferred Shares shall be deemed thereafter to refer
      also, if appropriate, to Common Shares and/or, if appropriate, other securities
      of the Company.

    


    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 Rights Certificate to or on the Company shall be
      sufficiently given or made if sent by first-class mail, postage prepaid,
      addressed (until another address is filed in writing with the Rights Agent)
      as
      follows:

    


    Hawk
      Corporation

    200
      Public Square

    Suite
      30-5000

    Cleveland,
      Ohio 44114

    Attention:  Corporate
      Secretary

    


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

    


    National
      City Bank

    Suite
      635 – LOC 01-3116

    629
      Euclid Avenue

    Cleveland,
      Ohio 44114

    Attention:  Shareholder
      Services Administration

    


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

    


    Section
      27.                                
Supplements and
      Amendments.

    


    (a)           
      Prior to the Distribution Date, the Company and the Rights Agent shall, if
      the
      Company so directs, supplement or amend any provision of this Agreement without
      the approval of any holders of certificates representing Common
      Shares.

    


    (b)           
      From and after the Distribution Date, the Company and the Rights Agent shall,
      if
      the Company so directs, supplement or amend this Agreement without the approval
      of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii)
      to correct or supplement any provision contained herein which may be defective
      or inconsistent with any other provisions herein, (iii) to shorten or lengthen
      any time period hereunder or (iv) to change or supplement the provisions
      hereunder in any manner which the Company may deem necessary or desirable and
      which shall not adversely affect the interests of the holders of Rights
      Certificates (other than an Acquiring Person or an Affiliate or Associate of
      an
      Acquiring Person); provided, however,
      that this
      Agreement may not be supplemented or amended to lengthen, pursuant to clause
      (iii) of this sentence, (A) a time period relating to when the Rights may be
      redeemed at such time as the Rights are not then redeemable, or (B) any other
      time period unless such lengthening is for the purpose of protecting, enhancing
      or clarifying the rights of, and/or the benefits to, the holders of
      Rights.

    


    (c)           
      Upon the delivery of a certificate from an appropriate officer of the Company
      which states that the proposed supplement or amendment is in compliance with
      the
      terms of this Section 27, the Rights Agent shall execute such supplement or
      amendment. Notwithstanding anything contained herein to the contrary, the Rights
      Agent shall not be obligated to enter into any supplement or amendment that
      adversely affects the Rights Agent’s own rights, duties, liabilities,
      obligations or immunities under Section 18 or Section 20 of this Agreement
      or
      that otherwise has a material adverse effect on the rights or obligations of
      the
      Rights Agent.

    


    (d)           
      Prior to the Distribution Date, the interests of the holders of Rights shall
      be
      deemed coincident with the interests of the holders of Common
      Shares.

    


    Section
      28.                                
Determination and
      Actions by the Board of Directors, etc.  The Board of Directors
      shall have the exclusive power and authority to administer this Agreement and
      to
      exercise all rights and powers specifically granted to the Board of Directors,
      or the Company, or as may be necessary or advisable in the administration of
      this Agreement, including, without limitation, the right and power to (i)
      interpret the provisions of this Agreement, and (ii) make all determinations
      deemed necessary or advisable for the administration of this Agreement
      (including, without limitation, a determination to redeem or not redeem the
      Rights or to amend the Agreement and whether any proposed amendment adversely
      affects the interests of the holders of Rights Certificates).  For all
      purposes of this Agreement, any calculation of the number of Common Shares
      or
      other securities outstanding at any particular time, including for purposes
      of
      determining the particular percentage of such outstanding Common Shares or
      any
      other securities 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 as in effect on the date of this
      Agreement.  All such actions, calculations, interpretations and
      determinations (including, for purposes of clause (y) below, all omissions
      with
      respect to the foregoing) which are done or made by the Board of Directors
      in
      good faith, shall (x) be final, conclusive and binding on the Company, the
      Rights Agent, the holders of the Rights Certificates and all other parties,
      and
      (y) not subject the Board of Directors to any liability to the holders of the
      Rights Certificates.

    


    Section
      29.                                
Successors.  All
      the covenants and provisions of this Agreement by or for the benefit of the
      Company or the Rights Agent shall bind and inure to the benefit of their
      respective successors and assigns hereunder.

    


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

    


    Section
      31.                                
Severability.  If
      any term, provision, covenant or restriction of this Agreement is held by a
      court of competent jurisdiction or other authority to be invalid, void or
      unenforceable, the remainder of the terms, provisions, covenants and
      restrictions of this Agreement shall remain in full force and effect and shall
      in no way be affected, impaired or invalidated; provided, however,
      that
      notwithstanding anything in this Agreement to the contrary, if any such term,
      provision, covenant or restriction is held by such court or authority to be
      invalid, void or unenforceable and the Board of Directors determines in their
      good faith judgment that severing the invalid language from this Agreement
      would
      adversely affect the purpose or effect of this Agreement, the right of
      redemption set forth in Section 23 hereof shall be reinstated and shall not
      expire until the Close of Business on the tenth day following the date of such
      determination by the Board of Directors.

    


    Section
      32.                                
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.

    


    Section
      33.                                
Governing
      Law.  This Agreement, each Right and each Rights Certificate
      issued hereunder shall be deemed to be a contract made under the laws of the
      State of Delaware and for all purposes shall be governed by and construed in
      accordance with the laws of such State applicable to contracts to be made and
      performed entirely within such State.

    


    Section
      34.                                
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.

    


     

     

     

     

     

     

     

     

     

     

    
 

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      space intentionally left
      blank.]

    


     

     

     

    
 

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    


    


    Attest:                                                                                     
      HAWK
      CORPORATION

    


    By:
/s/
      Marc C.
      Krantz                                                          By:
/s/ Ronald
      E.
      Weinberg

           Assistant
      Secretary                                                              
Chairman of the Board Chief
      Executive Officer and President

    


    


    
      	
              Attest:

            	
              NATIONAL
                CITY
                BANK

            


    

    


    By:/s/ Sherry L.
      Damore                                             By:/s/ Sharon
      R.
      Boughter                                                                                


         Sherry
      L. Damore                                                           
      Sharon R. Boughter      

        
      Vice President                           
Vice
      President 

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     Exhibit
      A

    [Form
      of Certificate of Designationof
      the Series E Preferred Stock]

    


    CERTIFICATE
      OF DESIGNATION

    


    OF
      THE SERIES E PREFERRED STOCK OF

     

    HAWK
      CORPORATION

    


    


    Pursuant
      to Section 151 of the Delaware General Corporation Law

    


    Norman
      C.
      Harbert and Byron S. Krantz, being the Chairman of the Board and Secretary,
      respectively, of Hawk Corporation, a Delaware corporation (the “Corporation”), hereby certify
      that:

    


    Pursuant
      to authority conferred upon the Board of Directors of the Corporation by the
      Certificate of Incorporation of the Corporation, and pursuant to the provisions
      of Section 151 of the Delaware General Corporation Law, the Board of Directors,
      at a telephonic meeting held on November 13, 1997, duly adopted a
      resolution creating a new series of Serial Preferred Stock, par value $0.01
      per
      share, of the Corporation, as follows:

    


    RESOLVED,
      that pursuant to the authority expressly vested in the Board of Directors of
      the
      Corporation in accordance with the provisions of its Certificate of
      Incorporation, a new series of Serial Preferred Stock of the Corporation is
      hereby created (the “Series E
      Preferred Stock”), of which the powers, designations, preferences and
      relative, participating, optional or other rights, and qualifications and
      restrictions, shall be as follows:

    


    Section
      1.                                
Designation and
      Amount.  There shall be a series of the Serial Preferred Stock
      of the Corporation that shall be designated as the “Series E Preferred Stock,”
par value $0.01 per share, and the number of shares constituting such series
      shall be 100,000.  Such number of shares may be increased or decreased
      by resolution of the Board of Directors; provided that no decrease shall reduce
      the number of shares of Series E Preferred Stock to a number less than that
      of
      the shares then outstanding plus the number of shares issuable upon exercise
      of
      outstanding rights, options or warrants or upon conversion of outstanding
      securities issued by the Corporation.

    


    Section
      2.                                
Dividends and
      Distributions.  The holders of shares of Series E Preferred
      Stock shall be entitled to receive, out of any funds legally available and
      when
      and as declared by the Board of Directors, dividends and other distributions
      of
      the same kind but at the rate of 1,000 times the aggregate amount per share
      of
      the dividends or other distributions received by the holders of shares of Common
      Stock, par value $0.01 per share, of the Corporation (the “CommonStock”).  Dividends
      and other distributions shall be declared and paid to the holders of shares
      of
      Series E Preferred Stock of record, on such dates respectively preceding
      the payment thereof as may be fixed by the Board of Directors in declaring
      any
      such dividends, at the same time that dividends or other distributions are
      declared and paid to holders of shares of Common Stock.  Such
      dividends shall not accrue or be cumulative.  In the event the
      Corporation shall, at any time after the January 16, 1998 (the “EffectiveDate”),
      (i) declare any
      dividend on the Common Stock payable in shares of Common Stock, (ii) subdivide
      the outstanding shares of Common Stock or (iii) combine the outstanding shares
      of Common Stock into a smaller number of shares, then in each such case the
      number of votes per share to which holders of shares of Series E 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 shares of Common Stock that
      were
      outstanding immediately prior to such event.

    


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

    


    (a)           
      Subject to the provision for adjustment hereinafter set forth, each share of
      Series E Preferred Stock shall entitle the holder thereof to 1,000 votes on
      all
      matters submitted to a vote of the holders of shares of Class A Common Stock
      of
      the Corporation (the “Class A
      Common Stock”).  In the event the Corporation shall, at any
      time after the Effective Date, (i) declare any dividend on shares of Common
      Stock payable in shares of Common Stock, (ii) subdivide the outstanding
      shares of Common Stock or (iii) combine the outstanding shares of Common Stock
      into a smaller number of shares, then in each such case the number of votes
      per
      share to which holders of shares of Series E 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 or by law, the holders of shares of
      Series E Preferred Stock and the holders of shares of Class A Common Stock
      shall vote together as one class on all matters submitted to a vote of the
      holders of the Class A Common Stock.

    


    (c)           
      Except as set forth herein, holders of shares of Series E 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 shares of Class A Common
      Stock as set forth herein) for taking any corporate action.

    


    Section
      4.                                
Reacquired
      Shares.  Any shares of Series E 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 Serial
      Preferred Stock and may be reissued as part of a new series of Serial 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.

    


    Section
      5.                                
Liquidation, Dissolution
      or
      Winding Up.  The holders of shares of Series E Preferred Stock
      shall, in case of liquidation, dissolution, or winding up of the affairs of
      the
      Corporation, be entitled to receive in full, out of the assets of the
      Corporation, including its capital, an amount equal to 1,000 times the aggregate
      amount to be distributed per share to holders of Common Stock, subject to the
      provision for adjustment hereinafter set forth.  In the event the
      Corporation shall at any time (i) declare any dividend on shares of Common
      Stock
      payable in shares of Common Stock, (ii) subdivide the outstanding shares of
      Common Stock or (iii) combine the outstanding shares of Common Stock into a
      smaller number of shares, then in each such case the aggregate amount to which
      holders of shares of Series E Preferred Stock were entitled immediately
      prior to such event under 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.  Except as set forth
      above, the holders of shares of Series E Preferred Stock shall have the
      same rights and shall be treated in the same manner with respect to any
      liquidation, dissolution or winding up as holders of shares of Common
      Stock.

    


    Section
      6.                                
Consolidation, Merger,
      Etc.  In case the Corporation shall enter into any
      consolidation, merger, combination or other transaction in which the shares
      of
      Common Stock are exchanged for or changed into other stock or securities, cash
      and/or any other property, then in any such case the holders of shares of Series
      E Preferred Stock shall at the same time be similarly exchanged or changed
      in an
      amount per share (subject to the provision for adjustment hereinafter set forth)
      equal to 1,000 times the aggregate amount of stock, securities, cash and/or
      any
      other property (payable in kind), as the case may be, into which or for which
      each share of Common Stock is changed or exchanged.  In the event the
      Corporation shall at any time after the Effective Date (i) declare any
      dividend on the Common Stock payable in shares of Common Stock, (ii) subdivide
      the outstanding Common Stock or (iii) combine the outstanding Common Stock
      into
      a smaller number of shares, then in each such case the amount set forth in
      the
      preceding sentence with respect to the exchange or change of shares of Series
      E
      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 are outstanding immediately prior to such
      event.

    


    Section
      8.                                
Redemption.  The
      Series E Preferred Stock shall not be redeemable.

    


    Section
      9.                                
Ranking.  The
      Series E Preferred Stock shall rank junior to all other series of the Serial
      Preferred Stock as to the payment of dividends and the distribution of assets,
      unless the terms of any such series shall specifically provide
      otherwise.

    


    Section
      10.                                
Amendment.  The
      Second Amended and Restated Certificate of Incorporation of the Corporation
      shall not be further amended in any manner which would materially alter or
      change the powers, preferences or special rights of the shares of Series E
      Preferred Stock so as to affect them adversely without the affirmative vote
      of
      the holders of at least two-thirds (66 2/3%) of the outstanding shares of
      Series E Preferred Stock, voting separately as a class.

    


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

    


    IN
      WITNESS WHEREOF, the undersigned have executed and subscribed this Certificate
      of Designation, and hereby affirm the foregoing as true under the penalties
      of
      perjury, as of this _____ day of __________, 199___.

    


    


    __________________________________________

    Name:  Ronald
      E.  Weinberg

    Title:    Chairman
      of the Board

    


    Attest:

    


    


    ____________________________________

    Name:
      Byron S. Krantz

    Title:   Secretary

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
                              A-1

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Exhibit
      B

    [Form
      of Rights Certificate]

    


    


            Certificate
      No.
      R-_____                                                                    ____________
      Rights

    


    


    NOT
      EXERCISABLE AFTER JANUARY 4, 2018, OR EARLIER IF NOTICE OF REDEMPTION OR
      EXCHANGE IS GIVEN.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE
      OPTION OF THE COMPANY, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS
      AGREEMENT.  THE RIGHTS ARE SUBJECT TO EXCHANGE, AT THE OPTION OF THE
      COMPANY, AT ONE COMMON SHARE PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS
      AGREEMENT.  [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR
      WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR
      AN
      ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN
      THE
      RIGHTS AGREEMENT).  ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE
      RIGHTS REPRESENTED HEREBY MAY BECOME VOID TO THE EXTENT PROVIDED IN AND UNDER
      THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS
      AGREEMENT.]*

    


    RIGHTS
      CERTIFICATE

    


    


    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 January 16, 1998 (the “RightsAgreement”)
      between HAWK
      CORPORATION, a Delaware corporation (the “Company”), and National City
      Bank, as Rights Agent (the “RightsAgent”),
      to purchase from the
      Company at any time after the Distribution Date (as such term is defined in
      the
      Rights Agreement) and prior to 5:00 P.M. (Cleveland, Ohio time) on January
      4,
      2018 at the office of the Rights Agent in New York, New York, one one-thousandth
      of a fully-paid, nonassessable share of Series E Preferred Stock (the “PreferredStock”)
      of the Company, at a
      purchase price of $70.00 per one one-thousandth of a share (the “PurchasePrice”),
      upon presentation
      and surrender of this Rights Certificate with the appropriate Form of Election
      to Purchase duly executed.  The number of Rights evidenced by this
      Rights Certificate (and the number of shares which may be purchased upon
      exercise thereof) set forth above, and the Purchase Price set forth above,
      are
      the number and Purchase Price as of January 16, 1998, based on the Preferred
      Stock as constituted at such date.  As provided in the Rights
      Agreement, the Purchase Price and the number of shares of Preferred Stock or
      other securities which may be purchased upon the exercise of the Rights
      evidenced by this Rights Certificate are subject to modification and adjustment
      upon the happening of certain events.

    


    ____________________

    


    
      	
              *

            	
              The
                portion of the legend in brackets shall be inserted only if applicable
                and
                shall replace the preceding sentences.


            


    

     

     

     

     

     

     

     

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
                                                                     
            B-1

        

        
        

      

      
        
        

        
        

      

       

    


    This
      Rights Certificate is subject to all of the terms, provisions and conditions
      of
      the Rights Agreement, which terms, provisions and conditions are hereby
      incorporated herein by reference and made a part hereof and to which Rights
      Agreement reference is hereby made for a full description of the rights,
      limitations of rights, obligations, duties and immunities hereunder of the
      Rights Agent, the Company and the holders of the Rights
      Certificates.  Copies of the Rights Agreement are on file at the
      principal office of the Company and are also available upon written request
      to
      the Company.

    


    This
      Rights Certificate, with or without other Rights Certificates, upon surrender
      at
      the principal office of the Rights Agent, may be exercised for another Rights
      Certificate or Rights Certificates of like tenor and date evidencing Rights
      entitling the holder to purchase a like aggregate number of shares of Preferred
      Stock as the Rights evidenced by the Rights Certificate or Rights Certificates
      surrendered shall have entitled such holder to purchase.  If this
      Rights Certificate shall be exercised (other than pursuant to Section 11(a)(ii)
      of the Rights Agreement) in part, the holder shall be entitled to receive upon
      surrender hereof another Rights Certificate or Rights Certificates for the
      number of whole Rights not exercised.  If this Rights Certificate
      shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the
      Rights Agreement, the holder shall be entitled to receive this Rights
      Certificate duly marked to indicate that such exercise has occurred as set
      forth
      in the Rights Agreement.

    


    Subject
      to the provisions of the Rights Agreement, the Rights evidenced by this Rights
      Certificate may be redeemed by the Company at its option at a redemption price
      of $0.001 per Right, and the redemption price may be satisfied by issuing Common
      Shares (pursuant to Section 23(a)(i) of the Rights
      Agreement).  In addition, the Rights evidenced by this Rights
      Certificate may be exchanged by the Company at its option at an exchange ratio
      of one Common Share per Right.

    


    No
      fractional shares of Preferred Stock will be issued upon the exercise of any
      Rights 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 Company, be evidenced by depository receipts), but in lieu
      thereof a cash payment will be made, as provided in the Rights
      Agreement.

    


    No
      holder, as such, of this or any other Rights Certificate shall be entitled
      to
      vote, receive dividends or be deemed for any purpose the holder of the Preferred
      Shares or any other securities of the Company that may at any time be issuable
      on the exercise of the Rights represented hereby or thereby, nor shall anything
      contained herein or in any other Rights Certificate be construed to confer
      upon
      the holder of any Rights Certificate, as such, any of the rights of a
      stockholder of the Company or any right to vote for the election of directors
      or
      upon any matter submitted to stockholders at any meeting thereof, or to give
      or
      withhold consent to any corporate action, or to receive notice of meetings
      or
      other actions affecting stockholders (except as provided in Section 25 of the
      Rights Agreement), or to receive dividends or other distributions, or otherwise,
      until the Right or Rights evidenced by such Rights Certificate shall have been
      exercised.

    


     

     

     

     

     

     

     

     

     

     

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
                                                                     
            B-2

        

        
        

      

      
        
        

      

       

    


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

    


    WITNESS
      the facsimile signature of the proper officers of the Company.

    


    


    Dated:  January
      4, 2008

    


    


    Attested
      by:                                                                                     
HAWK
      CORPORATION

    


    


    By:________________________________                            By:_________________________________

         Byron
      S.
      Krantz                                                                                Ronald
      E. Weinberg

        
      Secretary                                                                                           Chairman
      of the Board

    


    


    Countersigned:

    


    NATIONAL
      CITY BANK

    


    


    By:_______________________________

          Sharon
      R. Boughter

         Vice
      President

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
                                                                     
            B-3

        

        
        

      

      
        
        

        
        

      

      
        
        

      

    

    [Form
      of Reverse Side of Rights Certificate]

    


    FORM
      OF ASSIGNMENT

    


    (To
      be
      executed by the registered holder if such holder

    desires
      to transfer the Rights Certificate)

    


    


    FOR
      VALUE
      RECEIVED, _________________ hereby sells, assigns and transfers
      unto

     

    ________________________________________________________________________________________________________________________________________

    (Please
      print name and address of
      transferee)

    


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

    


    


    Dated:
      _______________________

    


    


    _____________________________

    Signature

    


    


    Signature
      Guaranteed:

    


    


    ______________________________

    


    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
                                                                     
            B-4

        

        
        

      

      
        
        

      

       

    

    Certificate

    


    The
      undersigned hereby certifies by checking the appropriate boxes
      that:

    


    (1)           
      this Rights Certificate o is o
      is not being sold,
      assigned and transferred by or on behalf of a Person who is or was an Acquiring
      Person or an Affiliate or Associate of any such Acquiring Person (as such terms
      are defined pursuant to the Rights Agreement);

    


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

    


    


    Dated:
      ________________________

    


    


    ______________________________

    Signature

    


    


    Signature
      Guaranteed:

    


    


    ______________________________

    


    


    


    


    NOTICE

    


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

    


     

     

     

     

     

     

     

     

     

     

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
                                                                     
            B-5

        

        
        

      

      
        
        

      

       

    


    FORM
      OF ELECTION TO PURCHASE

    


    (To
      be
      executed if holder desires to exercise Rights

    represented
      by the Rights Certificate)

    


    


    To:           
      HAWK CORPORATION

    


    The
      undersigned hereby irrevocably elects to exercise ____________________ Rights
      represented by this Rights Certificate to purchase the shares of Preferred
      Stock
      or other securities, cash or assets issuable upon the exercise of the Rights
      and
      requests that certificates for such shares be issued in the name of and
      deliverable to:

    


    ______________________________________________________________________________

    (Please
      insert social security or other identifying number)

    


    ______________________________________________________________________________

     

    ______________________________________________________________________________

    (Please
      print name and
      address)

    


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

    


    ______________________________________________________________________________

    (Please
      insert social security or other identifying number)

    


    ______________________________________________________________________________

     

    ______________________________________________________________________________

    (Please
      print name and
      address)

    


    


    
      
        	 	 	 	 	 
	
                Dated:
                  

              	
                 

                 

                
                  

                

              	 	
                Signature
                  Guaranteed: 

              	 
	
                 

                 

                 

              	
                 

                 

                 
                  

                
 Signature	 	
                 

                 

                 
                  

                

              	 
	 	 	 	 	 


      

    

     

     

     

     

     

     

     

     

     

     

     

    
 

     

     

     

     

     

     

     

     

     

    
      
        
                                                                     
            B-6

        

        
        

      

      
        
        

      

       

    

    Certificate

    


    The
      undersigned hereby certifies by checking the appropriate boxes
      that:

    


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

    


    (2)           
      the Rights evidenced by this Rights Certificate are o are not o
      being sold, assigned or
      transferred by or on behalf of a Person who is, was or became an Acquiring
      Person or an Affiliate or Associate of an Acquiring Person;

    


    (3)           
      after due inquiry and to the best knowledge of the undersigned, it o did o
      did not acquire the
      Rights evidenced by this Rights Certificate from any Person who is, was or
      became an Acquiring Person or an Affiliate or Associate of an Acquiring
      Person.

    


    


    Dated:
      ______________________

    


    


    ____________________________

    Signature

    


    


    Signature
      Guaranteed:

    


    _____________________________

    


    


    


    


    NOTICE

    


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

     

     

     

     

     

     

     

     

     

     

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
                                                                     
            B-7

        

        
        

      

      
        
        

        
          

        

      

       

    


     Exhibit
      C

    SUMMARY
      OF RIGHTS TO PURCHASE

    SERIES
      E PREFERRED SHARES

    


    


    On
      November 13, 1997, the Board of Directors of Hawk Corporation, a Delaware
      corporation (the “Company”), declared a
      dividend of one preferred share purchase right (a “Right”) for each outstanding
      share of Class A Common Stock, par value $0.01 per share (the “Class A Common Shares”) and
      Class B Common Stock, par value $0.01 per share (the “Class B Common Shares” and
      together with the Class A Common Shares, the “CommonShares”),
      of the
      Company.  The dividend was paid to the stockholders of record as of
      5:00 P.M., Cleveland, Ohio time, on January 16, 1998 (the “EffectiveDate”),
      and with respect to
      Common Shares issued thereafter until the Distribution Date (as hereinafter
      defined) and, in certain circumstances, with respect to Common Shares issued
      after the Distribution Date.  Except as set forth below, each Right,
      when it becomes exercisable, entitles the registered holder to purchase from
      the
      Company one one-thousandth of a share of Series E Preferred Stock, par
      value $0.01 per share (the “PreferredShares”),
      at a price of
      $70.00 per one one-thousandth of a Preferred Share (the “PurchasePrice”),
      subject to
      adjustment.  The description and terms of the Rights are set forth in
      an Amended and Restated Rights Agreement, dated as of January 4, 2008 (the
      “RightsAgreement”),
      between the
      Company and National City Bank, as Rights Agent (the “RightsAgent”).

    


    A.           
      Issue of Right Certificates

    


    The
      Rights are attached to all certificates representing outstanding Common Shares,
      and no separate Right Certificates (as hereinafter defined) have been
      distributed.  The Rights will separate from the Common Shares on the
      earliest to occur of (i) the first date of public announcement that a Person
      (defined in the Rights Agreement), alone or together with its Affiliates and
      Associates (defined in the Rights Agreement), other than those that are exempt
      persons, has acquired beneficial ownership (as defined in the Rights Agreement)
      of 15% or more of the outstanding Class A Common Shares (except pursuant to
      a
      Permitted Offer); or (ii) the close of business on the tenth (10th)
      business day (or such later date as the Board of Directors may determine)
      following the commencement of, or first public announcement of an intention
      to
      commence, a tender or exchange offer the consummation of which would result
      in
      any Person becoming an Acquiring Person (as hereinafter defined), including,
      in
      the case of both (i) and (ii), any such date which is after the date of this
      Rights Agreement and prior to the issuance of the Rights (the earliest of such
      dates being called the “DistributionDate”).  A
      Person,
      alone or together with its Affiliates and Associates, whose acquisition of
      Common Shares causes a Distribution Date pursuant to clause (i) above is an
      “AcquiringPerson.”  The
      first
      date of public announcement that a Person, alone or together with its Affiliates
      and Associates, has become an Acquiring Person is the “SharesAcquisitionDate.”

    


    The
      Rights Agreement provides that until the Distribution Date the Rights will
      be
      transferred with and only with the Common Shares.  Until the
      Distribution Date (or earlier redemption, exchange, or expiration of the
      Rights), new Common Share certificates issued after the Effective Date upon
      transfer or new issuance of Common Shares will contain a notation incorporating
      the Rights Agreement by reference.  Until the Distribution Date (or
      earlier redemption, exchange, or expiration of the Rights), the surrender for
      transfer of any certificates for Common Shares outstanding as of the Effective
      Date, even without such notation or a copy of the Summary of Rights to Purchase
      Series E Preferred Shares being attached thereto, will also constitute the
      transfer of the Rights associated with the Common Shares represented by such
      certificate.  As promptly as practicable following the Distribution
      Date, separate certificates evidencing the Rights (“RightCertificates”)
      will be mailed
      to holders of record of the Common Shares as of the close of business on the
      Distribution Date (and to each initial record holder of certain Common Shares
      issued after the DistributionDate),
      and such separate
      Right Certificates alone will evidence the Rights.

    


    B.           
      Exercise of Rights; Final Expiration Date of Rights

    


    The
      Rights are not exercisable until the Distribution Date and will expire at 5:00
      P.M., Cleveland, Ohio time, on January 4, 2018, unless earlier redeemed or
      exchanged by the Company as described below.  Until a Right is
      exercised, the holder thereof, as such, will have no rights as a stockholder
      of
      the Company, including, without limitation, the right to vote or to receive
      dividends.

    


    C.           
      Flip-In Provision

    


    In
      the
      event that any Person other than certain exempt persons becomes an Acquiring
      Person (except pursuant to a Permitted Offer), each holder of a Right will
      have
      (subject to the terms of the Rights Agreement) the right to receive upon
      exercise the number of Common Shares, or, in the discretion of the Board of
      Directors, the number of one one-thousandths of a Preferred Share (or, in
      certain circumstances, other securities of the Company) having a value
      (immediately prior to such Triggering Event, as defined the Rights Agreement)
      determined in accordance with a formula based on the then Purchase Price divided
      by 50% of the then current per share market price of the Class A Common
      Shares (the “Flip-InRight”).  Notwithstanding
      the foregoing, following the occurrence of the event described above, all Rights
      that are, or (under certain circumstances specified in the Rights Agreement)
      were, beneficially owned by any Acquiring Person or any Affiliate or Associate
      thereof will be null and void.  A “PermittedOffer”
shall
      mean a tender or
      exchange offer for all outstanding Common Shares at a price and on terms
      determined, prior to the purchase of shares under such tender or exchange offer,
      by the Board of Directors to be adequate (taking into account all factors that
      the directors deem relevant) and otherwise in the best interests of the Company
      and its stockholders (other than the Person or any Affiliate or Associate
      thereof on whose behalf the offer is being made) taking into account all factors
      that such directors may deem relevant.

    


    D.           
      Flip-Over Provision

    


    In
      the
      event that, at any time following the Shares Acquisition Date, (i) the Company
      is acquired in a merger or other business combination transaction in which
      the
      holders of all of the outstanding Common Shares immediately prior to the
      consummation of the transaction are not the holders of all of the surviving
      corporation’s voting power, or (ii) more than 50% of the Company’s assets or
      earning power is sold or transferred, in either case with or to an Acquiring
      Person or any Affiliate or Associate thereof, or any other person in which
      such
      Acquiring Person, Affiliate or Associate has an interest, or any person acting
      on behalf of or in concert with such Acquiring Person, Affiliate or Associate,
      or, if in such transaction all holders of Common Shares are not treated alike,
      then each holder of a Right (except Rights which previously have been voided
      as
      set forth above) shall thereafter have the right (the “Flip-OverRight”)
      to receive, upon
      exercise, common shares of the acquiring company having a value determined
      in
      accordance with a formula based on the then Purchase Price divided by 50% of
      the
      then current per share market price of the common stock of such acquiring
      company.  The holder of a Right will continue to have the Flip-Over
      Right whether or not such holder exercises or surrenders the Flip-In
      Right.

    


    E.           
      Adjustment of Purchase Price

    


    The
      Purchase Price payable, and the number of one one-thousandths of a Preferred
      Share or other securities 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
      Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
      or warrants to subscribe for or purchase Preferred Shares at a price, or
      securities convertible into Preferred Shares with a conversion price, less
      than
      the then current market price of the Preferred Shares or (iii) upon the
      distribution to holders of the Preferred Shares of evidences of indebtedness
      or
      assets (excluding regular quarterly cash dividends or a dividend payable in
      preferred shares) or of subscription rights or warrants (other than “equivalent
      preferred shares,” as defined in the Rights Agreement).

    


    The
      Purchase Price is also subject to adjustment in the event of a stock split
      of
      the Common Shares, or a stock dividend on the Common Shares payable in Common
      Shares, or subdivisions, consolidations or combinations of the Common Shares
      occurring, in any such case, prior to the Distribution Date.

    


    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 one-thousandths of a Preferred Share will be
      issued, and in lieu thereof, an adjustment in cash will be made based on the
      market price of the Preferred Shares on the last trading day prior to the date
      of exercise.

    


    F.           
      Redemption of Rights

    


    At
      any
      time prior to the earlier to occur of (i) a person becoming an Acquiring Person
      or (ii) the expiration of the Rights, the Company may redeem the Rights in
      whole, but not in part, at a price of $.001 per Right (the “RedemptionPrice”),
      which redemption
      shall be effective upon the action of the Board of Directors.  The
      Company may at its option pay the Redemption Price in cash or Common
      Shares.  Additionally, the Company may redeem the then outstanding
      Rights in whole, but not in part, at the Redemption Price after a Shares
      Acquisition Date and before the expiration of any period during which the
      Flip-Over Right may be exercised in connection with a merger or other business
      combination transaction or series of transactions involving the Company in
      which
      all holders of Common Shares are treated alike but not involving (other than
      as
      a holder of Common Shares being treated like all other such holders) any Person
      acting directly or indirectly on behalf of, or in concert with, any Acquiring
      Person, or its Affiliates or Associates.  Upon the effective date of
      the redemption of the Rights, the right to exercise the Rights will terminate
      and the only right of the holders of Rights will be to receive the Redemption
      Price.

    


    G.           
      Exchange of Rights

    


    At
      any
      time after a Person becomes an Acquiring Person but before such Acquiring
      Person, together with all Affiliates and Associates of such Person, becomes
      the
“Beneficial Owner” (defined in the Rights Agreement) of 50% or more of the
      Common Shares then outstanding, the Company may, at its option, exchange all
      or
      part of the then outstanding and exercisable Rights (other than those owned
      by
      the Acquiring Person, together with any Affiliates and Associates of such
      Acquiring Person, which have become null and void) at an exchange ratio of
      one
      Common Share per Right, appropriately adjusted to reflect any stock split,
      stock
      dividend or similar transaction involving either the Common Shares or the
      Preferred Shares occurring after the date of the Rights Agreement (the “Exchange
      Ratio”).  Immediately upon the action of the Board of Directors
      ordering the exchange of any Rights 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 Common
      Shares equal to the number of such rights held by such holder multiplied by
      the
      Exchange Ratio.

    


    H.           
      Possible Tax Consequences

    


    While
      the
      distribution of the Rights will not be taxable to stockholders of the Company,
      stockholders may, depending upon the circumstances, recognize taxable income
      should the Rights become exercisable or upon the occurrence of certain events
      thereafter.

    


    I.           
      Amendment of Rights Agreement

    


    Prior
      to
      the Distribution Date, the Company may supplement or amend any provision of
      the
      Rights Agreement without the approval of the holders of Common
      Stock.  From and after the Distribution Date, the Company generally
      may supplement or amend the Rights Agreement without the approval of the holders
      of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct
      or supplement any provision which may be defective or inconsistent with any
      other provisions, (iii) to shorten or lengthen any time period or (iv) to change
      or supplement the provisions in any manner which the Company may deem necessary
      or desirable and which shall not adversely affect the interests of the holders
      of Rights Certificates (other than an Acquiring Person or an Affiliate or
      Associate of an Acquiring Person).

    


    J.           
      Copy Available

    


    A
      copy of
      the Rights Agreement was filed with the Securities and Exchange Commission
      as an
      exhibit to a Current Report on Form 8-K.  A copy of the Rights
      Agreement is available free of charge from the Company.  This summary
      description of the Rights does not purport to be complete and is qualified
      in
      its entirety by reference to the Rights Agreement, which is hereby incorporated
      herein by reference.

    


    *           
      *           
*

    


     

     

     

     

     

     

     

     

     

                          
      C-1