Exhibit 4.1





Exhibit 4.1





UNIVEST CORPORATION OF PENNSYLVANIA




SHAREHOLDER RIGHTS PLAN




SHAREHOLDER RIGHTS AGREEMENT,




by and between




Univest Corporation of Pennsylvania




and




Broadridge Corporate Issuer Solutions, Inc., as Rights Agent





September 30, 2011




 


 









 





TABLE OF CONTENTS




	 	 	 	 	 
	1. Certain Definitions
	 	 	1	 
	2. Appointment of Rights Agent
	 	 	7	 
	3. Issuance of Rights and Rights Certificates
	 	 	8	 
	4. Form of Rights Certificate
	 	 	11	 
	5. Execution, Countersignature and Registration
	 	 	12	 
	6.
Transfer, Split-Up, Combination and Exchange of Certificates; Mutilated, Destroyed, Lost or Stolen Certificate; Uncertificated Rights; Null and Void Rights
	 	 	12	 
	7. Exercise of Rights; Exercise Price; Expiration Date of Rights
	 	 	13	 
	8. Cancellation and Destruction of Rights Certificates
	 	 	16	 
	9. Reservation and Availability of Preferred Shares
	 	 	16	 
	10. Record Date for Securities Issued Upon Exercise
	 	 	18	 
	11. Adjustment of Exercise Price, Number and Kind of Shares or Number of Rights; Calculation of Price
	 	 	18	 
	12. Certificate of Adjusted Exercise Price or Number of Shares
	 	 	26	 
	13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power
	 	 	26	 
	14. Fractional Rights and Fractional Shares
	 	 	30	 
	15. Rights of Action
	 	 	32	 
	16. Agreement of Rights Holders
	 	 	32	 
	17. Rights Certificate Holder Not Deemed a Shareholder
	 	 	33	 
	18. Concerning the Rights Agent
	 	 	33	 
	19. Merger or Consolidation or Change of Name of Rights Agent
	 	 	33	 
	20. Duties of Rights Agent
	 	 	34	 
	21. Change of Rights Agent
	 	 	36	 
	22. Issuance of New Rights Certificates
	 	 	37	 
	23. Redemption and Termination
	 	 	37	 
	24. Exchange.
	 	 	39	 
	25. Notice of Certain Events
	 	 	40	 
	26. Notices.
	 	 	40	 
	27. Supplements and Amendments
	 	 	41	 
	28. Determination and Actions by the Board of Directors, Etc.
	 	 	42	 
	29. Successors
	 	 	42	 
	30. Benefits of this Agreement
	 	 	42	 
	31. Severability
	 	 	42	 
	32. Governing Law
	 	 	42	 
	33. Counterparts
	 	 	43	 
	34. Force Majeure
	 	 	43	 
	35. Construction
	 	 	43	 






	 	 	 	 	 
	Exhibit A. Terms of Series A Junior Participating Preferred Stock
	 	 	A-1	 
	Exhibit B. Form of Rights Certificate
	 	 	B-1	 
	Exhibit C. Summary of Rights to Purchase Preferred Shares
	 	 	C-1	 






 i



 


 









 







SHAREHOLDER RIGHTS AGREEMENT




This SHAREHOLDER RIGHTS AGREEMENT, made and entered into as of September 30, 2011 (as amended,
restated or otherwise modified from time to time in accordance herewith, this “Agreement”), by and
between Univest Corporation of Pennsylvania, a Pennsylvania corporation (together with its
successors, the “Corporation”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania
corporation, as Rights Agent (together with its permitted successors in such capacity, the “Rights
Agent”).



R E C I T A L S




WHEREAS, the Board of Directors of the Corporation (the “Board”) has authorized and declared a
dividend distribution of a certain purchase right (a “Right”) for each Common Share of the
Corporation outstanding at the Close of Business on October 10, 2011 (the “Record Date”), such
dividend distribution to occur at the Close of Business on October 21, 2011; and



WHEREAS, the Board has authorized the issuance of one Right (as such number may hereinafter be
adjusted pursuant to the provisions hereof) for each Common Share issued (whether originally issued
or delivered from the Corporation’s treasury) after the Record Date and on or before the
Distribution Date, each Right initially representing the right to purchase one one-thousandth
(1/1000th) of a share of Series A Junior Participating Preferred Stock, par value $5.00
per share (the “Preferred Shares”), having the designations, rights and preferences set forth
herein, upon the terms and subject to the conditions herein set forth.



A G R E E M E N T




NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, and
other good and valuable consideration, the receipt and sufficiency are hereby expressly
acknowledged, the parties hereto and the holders of Rights hereby agree as follows:



1 Certain Definitions. Unless otherwise expressly provided herein, the following terms,
whenever used in this Agreement, shall have the meanings ascribed to them below or in the
referenced Sections of this Agreement:




.1 “Acquiring Person” shall mean any Person who, on or after the date of this Agreement:
(x) becomes a Restricted Person as a result of such Person or any of its Affiliates or
Associates acquiring Beneficial Ownership of one or more Common Shares other than pursuant to a
Permitted Acquisition; (y) is a Restricted Person at a time when such Person or any of its
Affiliates or Associates acquires Beneficial Ownership of one or more Common Shares other than
pursuant to a Permitted Acquisition; or (z) is, together with any of its Affiliates and
Associates, the Beneficial Owner of Voting Securities that in the aggregate represent 15.0% or
more of the Total Voting Power, but not including:



.1 the Corporation, any Subsidiary of the Corporation, any employee benefit or compensation
plan of the Corporation or of any of its Subsidiaries or any Person organized, appointed or
established by the Corporation and holding Common Shares for or pursuant to the terms of any such
employee benefit or compensation plan; or



.2 any Restricted Person who has become a Restricted Person solely as a result of the
acquisition by such Person or one or more of its Affiliates or
Associates of

 


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Beneficial Ownership of additional Common Shares if the Board determines that such
acquisition was made in good faith without the knowledge by such Person or one or more of its
Affiliates or Associates that such Person would thereby become an Acquiring Person, which
determination of the Board shall be conclusive and binding on such Person, the Rights Agent, the
holders of the Rights and all other Persons.



Notwithstanding clause (a)(ii) of the prior sentence, if any Person that is not an Acquiring
Person due to such clause (a)(ii) does not, by the Close of Business on the tenth calendar day
after notice from the Corporation that such Person’s acquisition of Beneficial Ownership of Common
Shares would make it an Acquiring Person, reduce its Beneficial Ownership of Common Shares to a
number of shares no greater than the sum of (x) the number of Common Shares Beneficially Owned
immediately prior to the acquisition of Beneficial Ownership of Common Shares that would have made
such Person an Acquiring Person but for such clause (a)(ii) and (y) the number of Common Shares
acquired or deemed acquired through an increase in Beneficial Ownership pursuant to a Permitted
Acquisition since the acquisition of Beneficial Ownership of Common Shares that would have made
such Person an Acquiring Person but for such clause (a)(ii), such Person shall, at the end of such
ten calendar day period, become an Acquiring Person (and such clause (a)(ii) shall no longer apply
to such Person).




.2 “Acquiring Person Event” shall have the meaning ascribed to such term in Section
11(a)(ii).




.3 “Acquiring Person Event Trigger Date” shall have the meaning ascribed to such term in
Section 11(a)(iii).




.4 “Affiliate” and “Associate” shall have the respective meanings ascribed to such
terms in
Rule 12b-2 promulgated under the Exchange Act; provided that, for the purpose of determining
whether a Person is an Affiliate or Associate of an executive officer of the Corporation, the
definitions of Affiliate and Associate shall not include any relative of such executive officer
other than his or her spouse, children or grandchildren.




.5 “Agreement” shall have the meaning ascribed to such term in the Preamble.




.6 “Arrangement” shall mean any oral or written agreement, plan, arrangement or
understanding.




.7 “Articles” shall mean the Corporation’s Amended and Restated Articles of Incorporation,
as the same may be amended, restated, supplemented, corrected or otherwise modified and in
effect from time to time.




.8 “Available Common Shares” shall mean the total Common Shares authorized by the Articles,
less the Common Shares (i) issued and outstanding or (ii) reserved for issuance for purposes
other than upon exercise of the Rights.




.9 “Available Preferred Shares” shall mean the total Preferred Shares authorized by the
Articles, less the Preferred Shares (i) issued and outstanding or (ii) reserved for issuance for
purposes other than upon exercise of the Rights.


 


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




.1 which such Person or any of such Person’s Affiliates or Associates beneficially
owns, directly or indirectly;




.2 which such Person or any of such Person’s Affiliates or Associates, directly or
indirectly, has the right to acquire (whether such right is exercisable immediately or only
after the passage of time) beneficial ownership of (A) pursuant to any Arrangement or (B)
upon the exercise of conversion, exchange or other 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, (x) 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, (y)
securities issuable upon exercise of Rights at any time prior to the occurrence of a
Triggering Event or (z) securities issuable upon exercise of Rights from and after the
occurrence of a Triggering Event which Rights were acquired by such Person or any of such
Person’s Affiliates or Associates prior to the Distribution Date or pursuant to Section 3(a)
or Section 22 (the “Original Rights”) or pursuant to Section 11(a) in connection with an
adjustment made with respect to any Original Rights;




.3 which such Person or any of such Person’s Affiliates or Associates, directly or
indirectly, has the right to vote or dispose of, or has “beneficial ownership” of (as
determined pursuant to Rule 13d-3 promulgated under the Exchange Act), including pursuant to
any Arrangement; provided, however, that a Person shall not be deemed the Beneficial Owner
of, or to Beneficially Own, any security under this clause (iii) as the result of any
Arrangement to vote such security if such Arrangement (1) arises solely from a revocable
proxy or consent given in response to a public proxy or consent solicitation made pursuant
to, and in accordance with, the applicable rules and regulations 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); or




.4 which 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 Arrangement relating to the acquisition, holding, voting (except
pursuant to a revocable proxy described in clause (1) of the proviso in Section 1(j)(iii))
or disposing of such securities of the Corporation (with a joint filing of a Schedule 13D
under the Exchange Act (or any comparable or successor report) being conclusive evidence of
the existence of such an Arrangement); provided, however, that for purposes of this Section
1(j)(iv), a Person engaged in business as an underwriter of securities shall be deemed not
to be a Beneficial Owner of, and not to Beneficially Own, any securities acquired through
such Person’s participation in good faith in a firm commitment underwriting until the
expiration of forty calendar days after the date of such acquisition.



Notwithstanding anything in this definition of Beneficial Owner to the contrary, the phrase
“then outstanding,” when used with reference to a
Person’s Beneficial Ownership of


 


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securities of the Corporation, 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 Beneficially Own hereunder.




.11 “Board” shall mean the Board of Directors of the Corporation.




.12 “Business Day” shall mean any day other than a (i) Saturday, (ii) Sunday or (iii) a day
on which commercial banks in the Commonwealth of Pennsylvania are authorized or obligated by law
or executive order to close.




.13 “Change of Control Event” shall have the meaning ascribed to such term in Section
13(a).




.14 “Close of Business” shall mean (i) with respect to any Business Day, 5:00 p.m., New
York time, on such day and (ii) otherwise, 5:00 p.m., New York time, on the next succeeding
Business Day.




.15 “Closing Price” means, with respect to any Security, the closing price thereof
determined in accordance with Section 11(d)(ii).




.16 Common Shares” shall mean (i) with respect to the Corporation (for so long as a
corporation), the voting shares of common stock, par value $5.00 per share, of the Corporation
or, in the event of a split, subdivision, combination, consolidation or reclassification with
respect to such shares of common stock, the shares of common stock resulting from such split,
subdivision, combination, consolidation or reclassification or (ii) with respect to any other
Person, the capital stock, equity securities or other equity interests, as applicable, with the
greatest voting power in, or having the greatest power or right to control or direct the
management, as applicable, of such Person. Unless the context requires otherwise, any reference
to Common Shares shall be deemed to be a reference to the Common Shares of the Corporation.




.17 “Common Stock Equivalents” shall have the meaning ascribed to such term in Section
11(a)(iii).




.18 “Continuing Director” shall mean (i) any member of the Board of the Corporation, while
such Person is a member of the Board, who is not an Acquiring Person, or an Affiliate or
Associate of any such Acquiring Person, or a representative of any such Acquiring Person,
Affiliate, or Associate, and who was a member of the Board prior to the date of this Agreement,
or (ii) any Person who subsequently becomes a member of the Board, while such Person is a member
of the Board, who is not an Acquiring Person, or an Affiliate or Associate of any such Acquiring
Person, or a representative of any such Acquiring Person, Affiliate or Associate, if such
Person’s nomination for election or election to the Board is recommended or approved by a
majority of the Continuing Directors.




.19 “Corporation” shall, subject to Section 13(a), have the meaning ascribed to such term
in the Preamble.




.20 “Current Market Price” means, with respect to any Security, the current market price
thereof determined in accordance with Section 11(d)(i).


 


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.21 “Current Value” shall have the meaning ascribed to such term in Section 11(a)(iii).




.22 “Distribution Date” shall have the meaning ascribed to such term in Section 3(b).




.23 “Equivalent Common Shares” shall have the meaning ascribed to such term in Section
11(b).




.24 “Exchange Act” shall mean the United States Securities Exchange Act of 1934, as
amended.




.25 “Exercise Price” shall have the meaning ascribed to such term in Section 4(a).




.26 “Exempt Person” shall mean any of (i) the Corporation, (ii) any Subsidiary of the
Corporation, (iii) any “employee benefit plan” (as defined in Rule 405 promulgated under the
Securities Act) of the Corporation or of any Subsidiary of the Corporation and (iv) any Person
organized, appointed or established by the Corporation for or pursuant to the terms of any plan
described in clause (iii) next preceding.




.27 “Expiration Date” shall have the meaning ascribed to such term in Section 7(a).




.28 “Final Expiration Date” shall mean September 30, 2021.




.29 “Initial Exercise Price” shall mean US $70.00.




.30 “Interested Person” shall mean (i) any Acquiring Person, (ii) any Affiliate or
Associate of an Acquiring Person, (iii) any other Person in which any Interested Person
described in clause (i) or (ii) next preceding has a direct or indirect interest or (iv) any
other Person acting directly or indirectly on behalf of or in concert with any Interested Person
described in clause (i), (ii) or (iii) next preceding.




.31 “Issuable Securities” shall mean (i) before a Triggering Event, Preferred Shares and
(ii) thereafter, Preferred Shares and Common Shares, Common Stock Equivalents or other debt or
equity securities or equivalents of the Corporation for which a Right may be exercised.




.32 “Issuable Shares” shall mean (i) before a Triggering Event, Preferred Shares and Common
Shares and (ii) thereafter, Preferred Shares and Common Shares, Common Stock Equivalents or
other shares of capital stock of the Corporation for which a Right may be exercised.




.33 “NASDAQ” shall mean The Nasdaq Stock Market.




.34 “Permitted Acquisition” shall mean the acquisition of Beneficial Ownership of Common
Shares: (i) directly from the Corporation, including by way of exercise of a stock option, a
dividend or distribution paid or made by the Corporation on the Common Shares or pursuant to a
split, subdivision or reclassification of the


 


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Common Shares; (ii) as a result of the vesting of a stock option, share of restricted stock
or restricted stock unit, in each case, granted prior to or after the date of this Agreement
under any employee benefit or compensation plan of the Corporation or any of its Subsidiaries;
or (iii) pursuant to a Permitted Offer.




.35 “Permitted Offer” shall mean a tender or exchange offer which is 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 at least a majority of the Continuing Directors who are not
Interested Persons or nominees, agents or representatives of an Interested Person, to be fair to
shareholders (taking into account all factors that such directors deem relevant), including
prices that could reasonably be achieved if the Corporation or its assets were sold on an
orderly basis designed to realize maximum value) and otherwise in the best interests of the
Corporation and its shareholders (other than the Person or any Affiliate or Associate thereof on
whose basis the offer is being made) taking into account all factors that such directors may
deem relevant.




.36 “Person” shall mean any individual, firm, limited liability company, general or limited
partnership, company, corporation, firm, trust, business trust, association, joint venture or
any other legally recognized entity, whether domestic or foreign, and shall include any
successor (by merger or otherwise) of such entity.




.37 “Principal Party” shall have the meaning ascribed to such term in Section 13(b).




.38 “Preferred Shares” shall have the meaning set forth in the Recitals of this Agreement.
Any reference in this Agreement to Preferred Shares shall be deemed to include any authorized
fraction of a Preferred Share, unless the context otherwise requires.




.39 “Record Date” shall have the meaning ascribed to such term in the Recitals.




.40 “Redemption Date” shall have the meaning ascribed to such term in Section 7(a).




.41 “Redemption Price” shall mean $0.001 per Right, as such amount may be appropriately
adjusted to reflect any Common Share dividend or any split, subdivision, combination,
consolidation or reclassification of Common Shares after the date hereof.




.42 “Restricted Person” shall mean any Person, other than an Exempt Person, who, together
with all of its Associates and Affiliates, Beneficially Owns 15.0% or more of the outstanding
Common Shares.




.43 “Right” shall have the meaning ascribed to such term in the Recitals.




.44 “Rights Agent” shall have the meaning ascribed to such term in the Preamble.


 


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.45 “Rights Certificate” shall have the meaning ascribed to such term in Section 3(b).




.46 “Security” shall have the meaning ascribed to such term in Section 11(d)(i).




.47 “Securities Act” shall mean the United States Securities Act of 1933, as amended.




.48 “Shares Acquisition Date” shall mean the first date of public announcement or
disclosure (including in a report or notice filed pursuant to the Exchange Act) by the
Corporation 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 the proviso in
Section 1(a), any Shares Acquisition Date resulting therefrom shall be deemed not to have
occurred.




.49 “Spread” shall have the meaning set forth in Section 11(a)(iii).




.50 “Subsidiary” shall mean, with respect to any Person, any corporation or other Person of
which a majority of the Common Shares is owned or controlled, directly or indirectly, by such
first referenced Person, or which is otherwise controlled by such first referenced Person.




.51 “Substitution Period” shall have the meaning ascribed to such term in Section
11(a)(iii).




.52 “Summary of Rights” shall have the meaning ascribed to such term in Section 3(c).




.53 “then outstanding” shall have the meaning ascribed to such term in Section 1(j).




.54 “Total Voting Power” on any given date shall mean the total number of votes eligible to
be cast in a general election of the directors of the Corporation.




.55 “Trading Day” shall mean a day on which the principal national securities exchange,
trading market or automated quotation system on which the Security is listed, admitted to
trading or quoted is open for the transaction of business or, if the Security is not listed,
admitted to trading or quoted on any national securities exchange, trading market or automated
quotation system, a Business Day.




.56 “Triggering Event” shall mean any Acquiring Person Event or any Change of Control
Event.




.57 “Voting Securities” shall have the meaning ascribed to such term in Section 13(a).



2 Appointment of Rights Agent. The Corporation hereby appoints the Rights Agent to act as
agent for the Corporation and the holders of the Rights (who shall, prior to the Distribution Date,
also be the holders of the Common Shares) in accordance with the terms and conditions hereof, and
the Rights Agent hereby accepts such


 


7









 






appointment. The Corporation may from time to time appoint such co-Rights Agents as it may
deem necessary or desirable (the term “Rights Agent” being used herein to refer, collectively, to
the Rights Agent together with any such co-Rights Agents), upon ten (10) days’ prior written notice
to the Rights Agent. The Rights Agent shall have no duty to supervise, and shall in no event be
liable for, the acts or omissions of any such co-Rights Agent. In the event the Corporation
appoints one or more co-Rights Agents, the respective duties of the Rights Agent and any co-Rights
Agents shall be as the Corporation shall determine, and shall be mutually agreed to in writing by
the Rights Agent and any such co-Rights Agent.




3 Issuance of Rights and Rights Certificates.




.1 One Right shall be associated with each Common Share outstanding on the Record Date,
each additional Common Share that shall become outstanding between the Record Date and the
earliest of the Distribution Date, the Redemption Date or the Expiration Date and each
additional Common Share with which Rights are issued after the Distribution Date but prior to
the earlier of the Redemption Date or the Expiration Date as provided in Section 23, subject to
adjustment as provided in this Agreement.




.2 Until the earlier of the Close of Business on the tenth day (or such later date as may
be determined by action of the Board) after (i) the Shares Acquisition Date, (ii) the date of
the commencement by any Person (other than an Exempt Person) of, or of the first public
announcement or disclosure of the intention of any Person (other than an Exempt Person) to
commence (which intention to commence remains in effect for five Business Days after such
announcement), a tender or exchange offer (other than a Permitted Offer) the consummation of
which would result in any Person becoming an Acquiring Person (including, in the case of both
clauses (i) and (ii) next preceding, any such date which is after the date hereof but prior to
the Record Date), (iii) the close of business on the tenth Business Day after the Board
determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is
an Acquiring Person, the earlier of such dates being herein referred to as the “Distribution
Date,” (x) the Rights will be represented (subject to the provisions of Section 3(c)) by the
certificates representing Common Shares registered in the names of the holders thereof (which
certificates shall until the Distribution Date also be deemed to be certificates representing
Rights) or, in the case of Common Shares held in uncertificated form, by the transaction
statement or other record of ownership of such Common Shares, and not by separate Rights
Certificates and (y) the Rights shall be transferable only in connection with the transfer of,
and shall automatically be transferred with, the underlying Common Shares (including a transfer
to the Corporation); provided, however, that if a tender or exchange offer is terminated prior
to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of
such tender or exchange offer. Subject to Section 6(c) and the last sentence of Section 7(f),
as soon as practicable after the Distribution Date and upon the receipt of necessary
information, the Corporation shall prepare and execute, the Rights Agent shall countersign, and
the Corporation shall 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 Corporation, one or more Rights Certificates,
substantially in the form of Exhibit B (a “Rights Certificate”), representing one Right
for each Common Share so held, subject to adjustment as provided herein. In the event that an
adjustment in


 


8









 






the number of Rights per share of Common Stock has theretofore been made as provided
herein, at the time of distribution of the Rights Certificates, the Corporation shall make the
necessary and appropriate rounding adjustments so that each Rights Certificates distributed
represents a whole number of Rights and shall distribute cash in lieu of any fractional Rights,
all as provided in Section 14. As of and after the Distribution Date, the Rights shall be
represented solely by such Rights Certificates.


.3 As promptly as practicable following the Record Date, the Corporation shall send or
cause to be sent a copy of a “Summary of Rights to Purchase Preferred Shares,” in substantially
the form of Exhibit C (the “Summary of Rights”), by postage-prepaid mail, to each record
and beneficial holder of Common Shares as of the Close of Business on the Record Date, at the
address of such holder shown on the records of the Corporation or on the books of a stockbroker
or other nominee, as the case may be. In the case of Common Shares held in certificated form,
the Rights associated with the Common Shares shall be evidenced by such certificates and the
registered holders of the Common Shares shall also be the registered holders of the associated
Rights. The surrender of any such certificate for transfer shall also constitute the transfer of
the Rights associated with the Common Shares represented thereby. In the case of Common Shares
held in uncertificated form, the Rights associated with the Common Shares shall be evidenced by
the balances indicated in the book-entry account system of the transfer agent for such Common
Shares or on the books of a stockbroker or other nominee, as the case may be, and the beneficial
holders of the Common Shares so evidenced shall also be the beneficial holders of the associated
Rights. The transfer of any Common Shares indicated in the book-entry account system of the
transfer agent for such Common Shares or on the books of a stockbroker or other nominee, as the
case may be, shall also constitute the transfer of the Rights associated with such Common
Shares.




.4 In the case of certificated Common Shares, Rights shall be issued in respect of all
Common Shares that are issued (whether originally or from the Corporation’s treasury) after the
Record Date but prior to the earlier of the Distribution Date, the Redemption Date and the Final
Expiration Date. Rights shall also be issued to the extent provided in Section 22(b) in respect
of all Common Shares which are issued (whether originally or from the Corporation’s treasury)
after the Distribution Date but prior to the earlier of the Redemption Date and the Final
Expiration Date. Until the earlier of the Redemption Date and the Final Expiration Date,
certificates representing Common Shares which are also deemed to be certificates representing
Rights pursuant to Section 3(b) shall, commencing as soon as reasonably practicable after the
date hereof, bear the following legend:




This certificate also represents and entitles the holder hereof to
certain rights (the “Rights”) as set forth in that certain
Shareholder Rights Agreement, made and entered into as of September
30, 2011 (as amended, supplemented or otherwise modified from time
to time, the “Rights Agreement”), by and between Univest Corporation
of Pennsylvania, a Pennsylvania corporation (the “Corporation”), and
Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania
corporation, as Rights Agent (together with its successors in such
capacity, the “Rights Agent”), the terms of which, as in effect from
time to time, are hereby incorporated herein by reference and a copy
of which is on file at the principal


 


9









 





executive offices of the Corporation. Under certain circumstances,
as set forth in the Rights Agreement, such Rights may be redeemed,
or will be represented by separate certificates and will no longer
be represented by this certificate. The Corporation will mail to
the holder of this certificate a copy of the Rights Agreement, as in
effect on the date of its mailing, without charge after receipt of a
written request therefor.


UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT,
RIGHTS ISSUED TO, OR HELD BY, ANY HOLDER WHO IS, WAS OR BECOMES AN
ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS EACH OF
SUCH TERMS IS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN RELATED
PERSONS, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH HOLDER OR BY
ANY SUBSEQUENT HOLDER, WILL BECOME NULL AND VOID. THE RIGHTS SHALL
NOT BE EXERCISABLE BY A HOLDER IN ANY JURISDICTION WHERE THE
REQUISITE QUALIFICATION TO THE ISSUANCE TO SUCH HOLDER, OR THE
EXERCISE BY SUCH HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL
NOT HAVE BEEN OBTAINED OR BE OBTAINABLE.




With respect to certificates containing the foregoing legend, until the Distribution Date, the
Rights associated with the Common Shares represented by such certificates shall be represented
by such certificates alone, and the transfer of any Common Shares represented by such
certificate shall also constitute the transfer of the Rights associated with such Common Shares.
Notwithstanding the foregoing, the omission of the foregoing legend from a certificate shall
not affect the enforceability of any part hereof or the rights of any holder of Rights.




.5 In the case of Common Shares held in uncertificated form, the Corporation shall cause
the confirmation and account statements sent to holders of Common Shares in book-entry form
(including upon transfer or exchange of outstanding Common Shares) prior to the earliest of the
Distribution Date, the Redemption Date or the Expiration Date to bear a legend in substantially
the following form:




Each share of common stock, par value $5.00 per share, of Univest
Corporation of Pennsylvania (the “Corporation”) entitles the holder
thereof to certain Rights as set forth in a Rights Agreement dated
as of September 30, 2011 (as it may be amended from time to time
(the “Rights Agreement”)), between the Corporation and Broadridge
Corporate Issuer Solutions, Inc., as Rights Agent (the “Rights
Agent”), the terms of which (including restrictions on the transfer
of such Rights) are hereby incorporated herein by reference and a
copy of which is on file at the principal executive offices of the
Corporation. Under certain circumstances, as set forth in the
Rights Agreement, such Rights shall be evidenced by separate
certificates and shall no longer be evidenced by the shares to which
this statement relates. The

 


10









 





Corporation shall mail to the holder of shares to which this
statement relates a copy of the Rights Agreement without charge
after receipt of a written request therefor. RIGHTS BENEFICIALLY
OWNED BY AN ACQUIRING PERSON OR ITS AFFILIATES OR ASSOCIATES (AS
SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND BY ANY
SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND
NONTRANSFERABLE.



Notwithstanding this Section 3(e), neither the omission of a legend nor the inclusion of a
legend that makes reference to a rights agreement other than the Rights Agreement shall affect
the enforceability of any part of this Rights Agreement or the rights of any holder of Rights.




.6 In the event that the Corporation purchases or acquires any Common Shares after the
Record Date but prior to the Distribution Date, any Rights associated with such Common Shares
shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise
any Rights associated with the Common Shares which are no longer outstanding.




4 Form of Rights Certificate.




.1 The Rights Certificates (and the “Form of Election to Purchase” and the “Form of
Assignment,” with associated certificates, to be printed on the reverse thereof) shall be
substantially in the form set forth in Exhibit B and may have such marks of
identification or designation and such legends, summaries or endorsements printed thereon as the
Corporation may deem appropriate and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any applicable law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock exchange, trading
market or automated quotation system on which the Rights may from time to time be listed, traded
or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22, the
Rights Certificates shall initially entitle the holders thereof to purchase such number of
Preferred Shares as shall be set forth therein at the price per Preferred Share set forth
therein (such price per share, as adjusted from time to time as provided herein, the “Exercise
Price”), but the amount and type of securities purchasable upon the exercise of each Right and
the Exercise Price thereof shall be subject to adjustment as provided herein.




.2 Any Rights Certificate issued pursuant to Section 3(b) or Section 22 which represents
Rights which are null and void pursuant to Section 7(f) or Section 24 and any Rights Certificate
issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of
any other Rights Certificate referred to in this sentence, shall contain (to the extent
feasible) the following legend:




THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE
BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON
OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN
THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE
RIGHTS OTHERWISE REPRESENTED

 


11









 





HEREBY ARE NULL AND VOID UNDER THE CIRCUMSTANCES AND WITH THE EFFECT
SPECIFIED IN SECTION 7(f) OF SUCH RIGHTS AGREEMENT.



The terms and provisions of Section 7(f) shall have full force and effect whether or not the
foregoing legend is contained on any such applicable Rights Certificate.




5 Execution, Countersignature and Registration.




.1 The Rights Certificates shall be executed on behalf of the Corporation by its Chairman
of the Board, its Chief Executive Officer, its President, its Vice Chairman of the Board, its
Chief Financial Officer, or its Corporate Secretary, either manually or by facsimile signature
and shall be attested by the Secretary or an Assistant Secretary of the Corporation, either
manually or by facsimile signature. The Rights Certificates shall be countersigned by the
Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose
unless so countersigned. In case any officer of the Corporation who shall have signed any of
the Rights Certificates shall cease to be such officer of the Corporation before
countersignature by the Rights Agent and issuance and delivery by the Corporation, such Rights
Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by
the Corporation with the same force and effect as though the individual who signed such Rights
Certificates had not ceased to be such officer of the Corporation; and any Rights Certificate
may be signed on behalf of the Corporation by any individual who, at the actual date of the
execution of such Rights Certificate, shall be a proper officer of the Corporation to sign such
Rights Certificate, although at the date of the execution of this Agreement any such individual
was not such an officer.




.2 Following the Distribution Date and upon receipt of necessary information, the Rights
Agent shall keep or cause to be kept, at its principal office or offices designated as the
appropriate place for surrender of Rights Certificates upon exercise or 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, and the date,
certificate number and number of Rights represented on the respective faces thereof.



6 Transfer, Split-Up, Combination and Exchange of Certificates; Mutilated, Destroyed, Lost or
Stolen Certificate; Uncertificated Rights; Null and Void Rights.




.1 Subject to the provisions of Section 4(b), Section 7(f), Section 11(a)(ii) and Section
14, 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
Certificates may be transferred, split-up, combined or exchanged for another Rights Certificate
or other Rights Certificates, entitling the registered holder to purchase a like number of
Preferred Shares (or, following a Triggering Event, other securities, cash or other assets, as
the case may be) as the 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 Certificates shall make such request in writing
delivered to the Rights Agent, and shall surrender the Rights Certificates to be transferred,
split-up, combined or exchanged at the principal office


 


12









 







of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Corporation shall be
obligated to take any action whatsoever with respect to the transfer of any such surrendered
Rights Certificates until the registered holder shall have properly completed and duly executed
the certificate set forth in the “Form of Assignment” set forth on the reverse side of such
Rights Certificates and shall have provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the
Corporation or the Rights Agent shall reasonably request. Thereupon if the Rights Agent has
determined that the Form of Assignment is properly completed, the Rights Agent shall, subject to
Section 4(b), Section 7(f) and Section 14, countersign and deliver to the Person entitled
thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested. The
Corporation 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. The Rights Agent shall have no duty or obligation to take any action under this
Agreement which requires the payment by a Rights holder of applicable taxes and governmental
charges unless and until the Rights Agent is satisfied that all such taxes and charges have been
paid.




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




.3 If any Rights Certificate to be issued under this Agreement represents any Rights which
are null and void pursuant to Section 7(f), the Rights Agent shall (i) if all of such Rights are
so null and void, not issue such Rights Certificate and (ii) otherwise, issue such Rights
Certificate representing only the Rights which are not so null and void.




.4 Notwithstanding any other provision hereof, the Corporation and the Rights Agent may
amend this Rights Agreement to provide for uncertificated Rights in addition to or in place of
Rights evidenced by Right Certificates.



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




.1 Except as otherwise provided herein, the registered holder of any Rights Certificate may
exercise the Rights represented thereby (other than Rights which are null and void pursuant to
Section 7(f)) in whole or in part at any time after the Distribution Date upon surrender of the
Rights Certificate, with the “Form of Election to Purchase” and the certificate set forth on the
reverse side thereof properly completed and duly executed, to the Rights Agent at the principal
office of the Rights Agent designated for such purpose, together with payment of (A) the
aggregate Exercise Price for the total number of securities as to which such surrendered Rights
are then being exercised and (B) an amount equal to any applicable taxes or governmental charge
required to be paid by the holder of such Rights Certificate
in

 


13









 




accordance with Section 6, at or prior to the earliest of (i) the Close of Business on the
Final Expiration Date, (ii) the time at which the Rights are redeemed as provided in Section 23
(the “Redemption Date”) and (iii) the time at which all Rights (other than Rights which are null
and void pursuant to Section 7(f)) are exchanged as provided in Section 24 (such earliest time,
the “Expiration Date”).




.2 The Exercise Price for each one one-thousandth (1/1000th) of a Preferred Share issuable
pursuant to the exercise of a Right shall initially be the Initial Exercise Price, shall be
subject to adjustment from time to time as provided in Section 11 and Section 13(a), and shall
be payable in accordance with Section 7(c).




.3 Upon receipt of a Rights Certificate representing exercisable Rights, with the form of
election to purchase duly executed, accompanied by payment of the Exercise Price for the number
of one one-thousandths (1/1000ths) of a Preferred Share (or, following a Triggering Event, other
securities, cash or other assets as the case may be) to be purchased and an amount equal to any
applicable taxes or government charges required to be paid by the holder of such Rights
Certificate in accordance with Section 9(d) hereof, the Rights Agent shall, subject to Section
20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the Preferred
Shares (or make available, if the Rights Agent is the transfer agent for the Preferred Shares) a
certificate or certificates for the number of one one-thousandths (1/1000ths) of a Preferred
Share (or, following a Triggering Event, other securities, cash or other assets as the case may
be) to be purchased and the Corporation hereby irrevocably authorizes its transfer agent to
comply with all such requests or (B) if the Corporation shall have elected to deposit the total
number of one one-thousandths (1/1000ths) of a Preferred Share (or, following a Triggering
Event, other securities, cash or other assets as the case may be) issuable upon exercise of the
Rights hereunder with a depository agent, requisition from the depository agent depository
receipts representing such number of one one-thousandths (1/1000ths) of a Preferred Share (or,
following a Triggering Event, other securities, cash or other assets as the case may be) as are
to be purchased (in which case certificates for the Preferred Shares (or, following a Triggering
Event, other securities, cash or other assets as the case may be) represented by such receipts
shall be deposited by the transfer agent with the depository agent) and the Corporation hereby
directs the depository agent to comply with such request, (ii) when appropriate, requisition
from the Corporation 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
depository 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, if any, to or upon
the order of the registered holder of such Rights Certificate. The payment of the Exercise
Price (as such amount may be reduced (including to zero) pursuant to Section 11(a)(iii) hereof)
and an amount equal to any applicable transfer tax required to be paid by the holder of such
Rights Certificate in accordance with Section 9(d) hereof, may be made by wire transfer to an
account designated therefor by the Corporation in cash or by certified bank check, cashier’s
check or bank draft payable to the order of the Corporation. In the event that the Corporation
is obligated to issue securities of the Corporation other than Preferred Shares, pay cash and/or
distribute other property pursuant to Section 11(a)(iii) hereof, the Corporation will make all
arrangements necessary so that such other securities, cash and/or other property are available
for distribution by the Rights Agent, if and when
appropriate.


 


14









 





The Corporation reserves the right to require prior to the occurrence of a Triggering Event
that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of
Preferred Stock would be issued.



.4 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) and if less than all the
Rights represented by such Rights Certificate were 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).




.5 In case the registered holder of any Rights Certificate shall exercise less than all of
the Rights represented thereby, a new Rights Certificate representing the Rights equivalent to
the Rights remaining unexercised shall be issued by the Rights Agent and delivered to or upon
the order of the registered holder of such Rights Certificate, registered in such name or names
as may be designated by such holder, subject to the provisions of Section 14, or the Rights
Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights
exercised.




.6 Notwithstanding anything in this Agreement to the contrary, from and after the
occurrence of an Acquiring Person Event, any Rights that are Beneficially Owned by (i) an
Acquiring Person or any Affiliate or Associate of an Acquiring Person, (ii) a transferee of any
Acquiring Person (or of any such Affiliate or Associate) who becomes a transferee after the
Acquiring Person Event or (iii) a transferee of an Acquiring Person (or of any such Affiliate or
Associate) who becomes a transferee prior to or concurrently with the Acquiring Person Event,
and receives such Rights pursuant to either (A) a transfer (whether or not for consideration)
from the Acquiring Person (or of any such Affiliate or Associate), to holders of equity
interests in such Acquiring Person (or of any such Affiliate or Associate), or to any Person
with whom such Acquiring Person (or of any such Affiliate or Associate), has any continuing
Arrangement regarding the transferred Rights or (B) a transfer which the Board has determined is
part of an Arrangement which has as a primary purpose or effect the avoidance of this Section
7(f), and subsequent transferees of such Persons, 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
under any provision of this Agreement, the Rights Certificate or otherwise. The Corporation
shall use all reasonable efforts to insure that the provisions of this Section 7(f) and Section
4(b) are complied with, but neither Corporation nor Rights Agent shall have any liability to any
holder of Rights Certificates or other Person as a result of Corporation’s failure to make any
determinations with respect to an Acquiring Person or its Affiliates, Associates, transferees or
other related Persons. From and after such Acquiring Person Event, to the extent provided in
Section 6(c) and this Section 7(f), no Rights Certificate shall be issued pursuant to Section 3
or Section 6 that represents Rights that are or have become void pursuant to the provisions of
this Section 7(f), and any Rights Certificate delivered to the Rights Agent that represents
Rights that are or have become void pursuant to the provisions of this Section 7(f) shall be
canceled.


 


15









 






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



8 Cancellation and Destruction of Rights Certificates. All Rights Certificates surrendered
for the purpose of exercise, transfer, split-up, combination or exchange shall, if surrendered to
the Corporation or to any of its agents, be delivered to the Rights Agent for cancellation or in
cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by it, and no Rights
Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions
of this Agreement. The Corporation 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 Corporation otherwise than upon the exercise thereof. The Rights Agent shall
deliver all cancelled Rights Certificates, or shall, at the written request of the Corporation and
to the extent permitted by law, destroy such cancelled Rights Certificates and deliver evidence of
such cancellation or destruction to the Corporation.



9 Reservation and Availability of Preferred Shares.




.1 The Corporation covenants and agrees that it will use its best efforts to cause to be
reserved and kept available out of its authorized and unissued Preferred Shares not reserved for
another purpose (and, following the occurrence of a Triggering Event, out of its authorized and
unissued Common Shares and/or other securities), the number of Preferred Shares (and, following
the occurrence of a Triggering Event, Issuable Securities) that will be sufficient to permit the
exercise in full of all outstanding Rights.




.2 So long as the Preferred Shares (and, following the occurrence of a Trigger Event,
Issuable Securities) issuable and deliverable upon the exercise of the Rights may be listed,
admitted to trade or quoted on any national securities exchange, trading market or automated
quotation system, the Corporation shall use all reasonable efforts to cause all Issuable
Securities reserved for such issuance to be listed, traded or quoted on such exchange, market or
quotation system upon official notice of issuance upon such exercise.




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



.4 The Corporation covenants and agrees that, except as set forth in Section 6 and this
Section 9(d), it shall pay when due and payable any and all transfer taxes and governmental
charges which may be payable in respect of the issuance or



 


16









 






delivery of the Rights Certificates and of any certificates representing Preferred Shares
(or following a Trigger Event, Issuable Securities) upon the exercise of Rights. The
Corporation shall not, however, be required to pay any such tax or charge 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 any certificates representing the Preferred Shares (or following a
Trigger Event, Issuable Securities) in respect of a name other than that of, the registered
holder of the Rights Certificates representing Rights surrendered for exercise, or to issue or
deliver any certificates representing Preferred Shares (or following a Trigger Event, Issuable
Securities) in a name other than that of the registered holder upon the exercise of any Rights,
until such tax or charge shall have been paid (any such tax or charge being payable by the
holder of such Rights Certificate at the time of surrender) or until it has been established to
the Corporation’s satisfaction that no such tax or charge is due.




.5 If then necessary to permit the issuance of the Issuable Securities, the Corporation
shall use all reasonable efforts to (i) file, as soon as practicable following the earliest date
after the first occurrence of a Triggering Event in which the consideration to be delivered by
the Corporation upon exercise of the Rights has been determined in accordance with this
Agreement, a registration statement under the Securities Act, and a qualification application
under any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are
unavailable), with respect to the Preferred Shares or other securities purchasable upon exercise
of the Rights on an appropriate form, (ii) cause such registration statement and any
qualifications to become effective as soon as practicable after such filing and (iii) cause such
registration statement and any qualifications to remain effective (with a prospectus at all
times meeting the requirements of the Securities Act) until the earlier of (A) the date as of
which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The
Corporation will also take such action as may be appropriate under, or to ensure compliance
with, the securities or “blue sky” laws of the various states in connection with the
exercisability of the Rights.




.6 The Corporation may temporarily suspend, for a period of time not to exceed ninety days
after the date set forth in clause (i) of the first sentence of Section 9(e) (the “Cut-Off
Date”), the exercisability of the Rights in order to prepare and file a registration statement
and permit it to become effective. In addition, if the Corporation shall determine that a
registration statement is required following the Distribution Date, the Corporation may
temporarily suspend the exercisability of the Rights until such time as a registration statement
has been declared effective or the Corporation stops using its reasonable best efforts to have
such registration statement declared effective, but in any event not later than the Cut-Off
Date. Upon any suspension of the exercisability of the Rights referred to in this Section 9(f),
the Corporation shall issue a public announcement stating that the exercisability of the Rights
has been temporarily suspended, as well as a public announcement at such time as the suspension
is no longer in effect. The Corporation shall promptly provide the Rights Agent with copies of
such announcements. Any suspension permitted by this Section 9(f) shall automatically terminate
and end immediately prior to the occurrence of a Change of Control Event. Notwithstanding any
provision of this Agreement to the contrary, the Rights shall not be exercisable for securities
(1) to the extent held by a holder in any jurisdiction where the requisite qualification to the
issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction
shall not have been obtained or be obtainable, (2) the exercise
of the

 


17









 





Rights shall not be permitted under applicable law or (3) a registration statement covering
the Preferred Shares or other securities for which such Rights shall be exercisable shall not
have been declared effective, unless the holder provides evidence reasonably satisfactory to the
Corporation that an exemption to such registration is available under the Securities Act and
applicable state securities and “blue sky” laws with respect to such holder’s exercise of its
Rights.



10 Record Date for Securities Issued Upon Exercise. Each Person in whose name any certificate
representing Issuable Shares is issued upon the exercise of Rights shall for all purposes be deemed
to have become the holder of record of such Issuable Shares represented thereby on, and such
certificate shall be dated, the date upon which the Rights Certificate representing such Rights was
duly surrendered and payment of the Exercise Price (and all applicable taxes and governmental
charges) was made; provided, however, that if the date of such surrender and payment is a date upon
which the applicable transfer books of the Corporation are closed, such Person shall be deemed to
have become the record holder of such securities on, and such certificate shall be dated, the next
succeeding Business Day on which the applicable transfer books of the Corporation are open. Prior
to the exercise of the Rights represented thereby, the holder of a Rights Certificate shall not be
entitled to any rights of a shareholder of the Corporation with respect to shares for which the
Rights shall be exercisable, including the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice
of any proceedings of the Corporation, except as expressly provided herein.



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




.1 (i) To preserve the actual or potential economic value of the Rights, if at any
time after the date hereof there shall be any change in the Common Stock or the Preferred
Stock, whether by reason of stock dividends, stock splits, reverse stock splits,
recapitalization, mergers, consolidations, combinations or exchanges of securities,
split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any
distribution or issuance of cash, assets, evidences of indebtedness or subscription rights,
options or warrants to holders of Common Stock or Preferred Stock, as the case may be (other
than distribution of the Rights or regular quarterly cash dividends) or otherwise, then, in
each such event the Board shall make such appropriate adjustments in the number of shares of
Preferred Stock (or the number and kind of other securities) issuable upon exercise of each
Right (or in exchange for any Right pursuant to Section 24), the Exercise Price and
Redemption Price in effect at such time and/or the number of Rights outstanding at such time
(including the number of Rights or fractional Rights associated with each share of Common
Stock) such that following such adjustment such event shall not have had the effect of
reducing or limiting the benefits the holders of the Rights would have had absent such
event. If an event occurs which requires an adjustment under both this Section 11(a)(i) and
Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be made prior
to, and in addition to, any adjustment required pursuant to Section 11(a)(ii).



.2 Subject to Section 24 of this Agreement, in the event that:



 


18









 








.A any Person shall at any time after the Record Date become an Acquiring
Person, unless the event causing such Person to become an Acquiring Person (I) is a
transaction set forth in Section 13(a) hereof or (II) is an acquisition of shares of
Common Stock and/or Voting Securities pursuant to a tender offer or an exchange
offer for all outstanding shares of Common Stock and other Voting Securities, if
any, at a price and on terms determined by at least a majority of the Continuing
Directors who are not representatives, nominees, Affiliates or Associates of an
Acquiring Person, after receiving advice from one or more investment banking firms,
to be (x) at a price which is fair to shareholders (taking into account all factors
which the Board of Directors deems relevant including, without limitation, prices
which could reasonably be achieved if the Corporation or its assets were sold on an
orderly basis designed to realize maximum value) and (y) otherwise in the best
interests of the Corporation and its shareholders; or




.B any Acquiring Person or any Associate or Affiliate of any Acquiring Person,
at any time after the date of this Agreement, directly or indirectly, (1) shall
merge into the Corporation or otherwise combine with the Corporation and the
Corporation shall be the continuing or surviving corporation of such merger or
combination and the Voting Securities of the Corporation shall remain outstanding
and unchanged, (2) shall, in one transaction or a series of transactions, other than
in connection with the exercise of the Rights or the exercise or conversion of
securities exercisable or convertible into capital stock of the Corporation or any
of its Subsidiaries, transfer any assets to the Corporation or to any of its
Subsidiaries in exchange (in whole or in part) for shares of Voting Securities, for
shares of other equity securities of the Corporation, or for securities exercisable
for or convertible into shares of equity securities of the Corporation (Common Stock
or otherwise) or otherwise obtain from the Corporation, with or without
consideration, any additional shares of such equity securities or securities
exercisable for or convertible into shares of such equity securities (other than
pursuant to a pro rata distribution to all holders of Common Stock), (3) shall sell,
purchase, lease, exchange, mortgage, pledge, transfer, or otherwise acquire or
dispose of, in one transaction or a series of transactions, to, from, with, or of
(as the case may be) the Corporation or any of its Subsidiaries, assets on terms and
conditions less favorable to the Corporation than the Corporation would be able to
obtain in arm’s-length negotiation with an unaffiliated third party, other than
pursuant to a transaction set forth in Section 13(a) hereof, (4) shall receive any
compensation from the Corporation or any of the Corporation’s Subsidiaries other
than compensation for services as a director or for full-time employment as a
regular employee at rates in accordance with the Corporation’s (or its
Subsidiaries’) past practices or (5) shall receive the benefit, directly or
indirectly (except proportionately as a stockholder and except if resulting from a
requirement of law or governmental regulation), of any loans, advances, guarantees,
pledges, or other financial assistance or any tax credits or other tax advantage
provided by the Corporation or any of its  Subsidiaries; or


 


19









 






.C during such time as there is an Acquiring Person, there shall be any
reclassification of securities (including any reverse stock split), or
recapitalization of the Corporation, or any merger or consolidation of the
Corporation with any of its Subsidiaries or any other transaction or series of
transactions involving the Corporation or any of its Subsidiaries, other than a
transaction or transactions to which the provisions of Section 13(a) apply (whether
or not with or into or otherwise involving an Acquiring Person) which has the
effect, directly or indirectly, of increasing by more than 1% the proportionate
share of the outstanding shares of any class of equity securities of the Corporation
or any of its Subsidiaries which is directly or indirectly beneficially owned by any
Acquiring Person or any Associate or Affiliate of any Acquiring Person;




then promptly following the occurrence of an event described in paragraphs A, B or C
above (the first occurrence of such event, an “Acquiring Person Event”), each holder
of a Right, except as provided in Section 7(f) hereof, shall thereafter have the
right to receive for each Right, upon exercise thereof in accordance with the terms
of this Agreement and payment of the Exercise Price in effect immediately prior to
the occurrence of the Triggering Event, a number of one one-thousandths (1/1000ths)
of a Preferred Share as shall equal the quotient obtained by dividing (A) the
product obtained by multiplying (1) the Exercise Price in effect immediately prior
to the occurrence of the Acquiring Person Event by (2) the number of one
one-thousandths (1/1000ths) of a Preferred Share for which a Right was exercisable
(or would have been exercisable if the Distribution Date had occurred) immediately
prior to the first occurrence of an Acquiring Person Event, by (B) fifty percent
(50%) of the Current Market Price for Common Shares on the date of occurrence of the
Acquiring Person Event; provided, however, that the Exercise Price and the number of
Preferred Shares of the Corporation so receivable upon exercise of a Right shall be
subject to further adjustment as appropriate in accordance with Section 11(f) hereof
to reflect any events occurring in respect of the Common Shares of the Corporation
after the occurrence of the Triggering Event.




.3 In lieu of issuing Preferred Shares in accordance with Section 11(a)(ii) hereof, the
Corporation may, if the Board determines that such action is necessary or appropriate and
not contrary to the interest of holders of Rights, or if any necessary regulatory approval
for such issuance has not been obtained by the Corporation, the Corporation shall: (A)
determine the excess of (1) the value of the Preferred Shares issuable upon the exercise of
a Right (the “Current Value”) over (2) the Exercise Price (such excess, the “Spread”) and
(B) with respect to each Right, make adequate provision to substitute for such Preferred
Shares, upon exercise of the Rights, (1) cash, (2) Common Shares, (3) a reduction in the
Exercise Price, (4) other equity securities of the Corporation (including, without
limitation, shares or units of shares of any Series of preferred stock which the Board has
deemed to have the same value as Common Shares (such shares or units of shares of preferred
stock are herein called “Common Stock Equivalents”), except to the extent that the
Corporation has not obtained any necessary shareholder or regulatory approval for such
issuance, (5) debt securities of the Corporation, except to the extent that the Corporation
has not 



 


20









 









obtained any necessary shareholder or regulatory approval for
such issuance, (6) other assets or (7) any combination
 of the foregoing, having an aggregate value equal
to the Current Value, where such aggregate value has been determined by the Board based upon
the advice of a reputable investment banking firm selected by the Board; provided, however,
that if the Corporation shall not have made adequate provision to deliver value pursuant to
clause (B) above within thirty (30) days following the later of (v) the first occurrence of
an Acquiring Person Event and (w) the date on which the Corporation’s right of redemption
pursuant to Section 23(a) expires (the later of (v) and (w) being referred to herein as the
“Acquiring Person Trigger Date”), then the Corporation shall be obligated to deliver, upon
the surrender for exercise of a Right and without requiring payment of the Exercise Price,
Preferred Shares (to the extent available), except to the extent that the Corporation has
not obtained any necessary stockholder or regulatory approval for such issuance, and then,
if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread.
If the Board shall determine in good faith that it is likely that sufficient additional
Preferred Shares could be authorized for issuance upon exercise in full of the Rights or
that any necessary regulatory approval for such issuance will be obtained, the thirty (30)
day period set forth above may be extended to the extent necessary, but not more than ninety
(90) days after the Acquiring Person Trigger Date in order that the Corporation may seek
shareholder approval for the authorization of such additional shares or take action to
obtain such regulatory approval (such period, as it may be extended, the “Substitution
Period”). To the extent that the Corporation determines that some action need be taken
pursuant to the first and/or second sentences of this Section 11(a)(iii) the Corporation (x)
shall provide, subject to Section 7(f) hereof, that such action shall apply uniformly to all
outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration
of the Substitution Period in order to seek any authorization of additional shares, to take
any action to obtain any required regulatory approval and/or to decide the appropriate form
of distribution to be made pursuant to such first sentence and to determine the value
thereof. In the event of any such suspension, the Corporation shall issue a public
announcement or disclosure stating that the exercisability of the Rights has been
temporarily suspended, as well as a public announcement or disclosure at such time as the
suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of
the Common Shares shall be the Current Market Price of the Common Shares on the Acquiring
Person Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the
same value as the Common Shares on such date.




.2 In case the Corporation shall fix a record date for the issuance of rights (other than
the Rights), options or warrants to all holders of Common Shares entitling them (for a period
expiring within 45 calendar days after such record date) to subscribe for or purchase Common
Shares, or Common Stock Equivalents or other shares having the same rights, privileges and
preferences as the Common Shares (“Equivalent Common Shares”), or securities convertible into
Common Shares or Equivalent Common Shares at a price per Common Share or Equivalent Common Share
(or having a conversion price per share, if a security convertible into Common Shares and
Equivalent Common Shares) less than the Current Market Price of the Common Shares on such record
date except as otherwise provided in Section 11(a), the Exercise Price to be in effect after
such record date shall be determined by multiplying the Exercise Price in effect immediately
prior to such record date by a 


 


21









 






fraction, the numerator of which equals the sum of (i) the number
of Common Shares and Equivalent Common Shares outstanding on such record date, (ii) the number of Common
Shares and Equivalent Common Shares underlying securities outstanding on such record date which
are convertible into Common Shares or Equivalent Common Shares, plus (iii) the number of Common
Shares which the aggregate subscription or Exercise Price of the total number of Common Shares
and Equivalent Common Shares so to be offered (or the aggregate initial conversion price of the
convertible securities so to be offered) would purchase at such Current Market Price, and the
denominator of which shall equal the sum of (x) the number of Common Shares and Equivalent
Common Shares outstanding on such record date, (y) the number of Common Shares and Equivalent
Common Shares underlying securities outstanding on such record date which are convertible into
Common Shares or Equivalent Common Shares, plus (z) the number of additional Common Shares and
Equivalent Common Shares to be offered for subscription or purchase (or into which the
convertible securities so to be offered are initially convertible); provided, however, that in
no event shall the consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Corporation issuable upon exercise of
one Right. In case such subscription price may be paid by delivery of consideration part or all
of which may be in a form other than cash, the value of such consideration shall be as
determined in good faith by the Board, which determination shall be described in a statement
filed with the Rights Agent and shall be conclusive for all purposes. Common Shares owned by or
held for the account of the Corporation 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 Exercise
Price shall be adjusted to be the Exercise Price which would then be in effect if such record
date had not been fixed.




.3 In case the Corporation shall fix a record date for a dividend or distribution to all
holders of the Common Shares (including any such distribution made in connection with a
consolidation or merger in which the Corporation is the continuing or surviving corporation) of
evidences of indebtedness, cash (other than a regular quarterly or other periodic cash dividend
out of the earnings or retained earnings of the Corporation), assets (other than a dividend
payable in Common Shares of Preferred Shares, but excluding a dividend payable in capital stock
other than Common Shares or Preferred Shares) or subscription rights or warrants (excluding
those referred to in Section 11(b)), the Exercise Price to be in effect after such record date
shall be determined by multiplying the Exercise Price in effect immediately prior to such record
date by a fraction, the numerator of which equals the Current Market Price of a Common Share on
such record date, less the fair market value (as determined in good faith by the Board, which
determination shall be described in a statement filed with the Rights Agent and shall be
conclusive for all purposes) of the portion of the evidences of indebtedness, cash or assets so
to be distributed or of such subscription rights or warrants applicable to one Common Share, and
the denominator of which equals such Current Market Price of a Common Share; provided, however,
that in no event shall the consideration to be paid upon the exercise of one Right be less than
the aggregate par value of the shares of capital stock of the Corporation 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 Exercise Price shall again
be adjusted to be 



 


22









 





the Exercise Price which would have been in effect if such record date had not
been fixed.



.4 (i) For the purpose of any computation hereunder other than computations made
pursuant to Section 11(a)(iii), the current market price of any security (a “Security “for
the purpose of this Section 11(d)) on any date of determination shall be deemed to be the
arithmetic mean of the daily closing prices per share of such Security for the thirty
consecutive Trading Days immediately preceding but not including such date, and for any
computation made pursuant to Section 11(a)(iii), the current market price of any Security on
any date of determination shall be deemed to be the arithmetic mean of the daily closing
prices per share of such Security for the ten consecutive Trading Days immediately
succeeding but not including such date; provided, however, that in the event that the
Current Market Price of the Security is determined during a period following the
announcement by the issuer of such Security of (A) any dividend or distribution on such
Security payable in shares of such Security or securities convertible into such shares
(other than, in the case of the Common Shares, the Rights) or (B) any split, subdivision,
combination, consolidation or reclassification of such Security and prior to the expiration
of the requisite thirty or ten Trading Day period, as set forth above, after the ex-dividend
date for such dividend or distribution, or the record date for such split, subdivision,
combination, consolidation or reclassification, then, and in each such case, the Current
Market Price shall be appropriately adjusted to take into account ex-dividend trading.




.1 The closing price of a Security on a given date of determination shall be determined
in the following order of preference (unless the Board reasonably determines that a
different order would yield more accurate results): (i) if such Security is listed or
admitted to trading on a national securities exchange or trading market, the last sale
price, regular way, or, in case no such sale takes place on such date, the arithmetic mean
of the closing bid and asked prices, regular way, in either case as reported in the
principal consolidated transaction reporting system for such securities exchange or trading
market, (ii) if such Security is quoted on a national automated quotation system or in the
over-the-counter market, the last quoted price or, if not so quoted, the arithmetic mean of
the high bid and low asked prices, as reported by such other system then in use, (iii) if
one or more professional market-makers is making a market in such Security on such date, the
arithmetic mean of the closing bid and asked prices as furnished by such a professional
market-maker selected by the Board or (iv) otherwise, the fair value of the Security at the
Close of Business on such date as determined in good faith by the Board (which determination
shall be described in a statement filed with the Rights Agent and shall be conclusive for
all purposes).




.5 Anything herein to the contrary notwithstanding, no adjustment in the Exercise Price
shall be required unless such adjustment would require an increase or decrease of at least 1% in
the Exercise 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(e) shall be made to the nearest
cent or to the nearest one one-hundredth of a Preferred Share or one
ten-thousandth of any other



 


23









 





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 (3) years from the date of the transaction which mandates such adjustment and (ii) the
Expiration Date.



.6 If as a result of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a), the
holder of any Right thereafter exercised shall become entitled to receive any Issuable Shares
other than Preferred Shares, thereafter the number of such other Issuable 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 Sections 11(a) through 11(e), inclusive, Sections 11(g) through 11(k), inclusive,
and Section 11(m), and the provisions of Sections 7, 9, 10, 13 and 14 with respect to the
Preferred Shares shall apply mutatis mutandis to any such other Issuable Shares.




.7 All Rights originally issued by the Corporation subsequent to any adjustment made to the
Exercise Price hereunder shall constitute the right to purchase, at the adjusted Exercise Price,
the number of one one-thousandths (1/1000ths) of a Preferred Share purchasable from time to time
hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.




.8 Unless the Corporation shall have exercised its election as provided in Section 11(i),
upon each adjustment of the Exercise Price as a result of the calculations made in Section 11(b)
and Section 11(c), each Right outstanding immediately prior to such adjustment shall thereafter
constitute the right to purchase, at such adjusted Exercise Price, that number of Preferred
Shares (calculated to the nearest one-thousandth of a Share) equal to the quotient of (i) the
product of (x) the number of Preferred Shares covered by a Right immediately prior to such
adjustment, times (y) the Exercise Price in effect immediately prior to such adjustment, divided
by (ii) the Exercise Price in effect immediately after such adjustment.




.9 The Corporation may elect on or after the date of any adjustment of the Exercise Price
to adjust the number of Rights, in lieu of any adjustment in the number of Preferred Shares
purchasable upon the exercise of a Right. Each of the Rights outstanding after such adjustment
in the number of Rights shall be exercisable for the number of one one-thousandths (1/1000ths)
of a Preferred Share for which a Right was exercisable immediately prior to such adjustment.
Each Right held of record prior to such adjustment in the number of Rights shall become that
number of Rights (calculated to the nearest one-thousandth) obtained by dividing the Exercise
Price in effect immediately prior to such Exercise Price adjustment by the Exercise Price in
effect immediately thereafter. The Corporation shall make a public announcement or disclosure
and notify the Rights Agent 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 Exercise Price is adjusted or any day
thereafter, but, if the Rights Certificates shall have been issued, shall be at least ten (10)
days later than the date of such public announcement. If Rights Certificates shall have been
issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the
Corporation shall, as promptly as practicable, cause to be distributed to holders of record of
Rights Certificates on such record date Rights Certificates representing, subject to Section 14,
the additional
Rights to which such holders shall be entitled as a result of 


 


24









 






such adjustment,
or, at the option of the Corporation, shall cause to be distributed to such holders of record in
substitution and replacement for the Rights Certificates held by such holders prior to the date
of such adjustment, and upon surrender thereof, if required by the Corporation, new Rights
Certificates representing all the Rights to which such holders shall be entitled after such
adjustment. Rights Certificates so to
be distributed may, at the Corporation’s option, bear an adjusted Exercise Price, and shall
be issued, executed and countersigned in the manner provided for herein and shall be registered
in the names of the holders of record of Rights Certificates on the record date specified in the
public announcement.




.10 Irrespective of any adjustment or change in the Exercise 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 Exercise Price per Preferred Share which was
expressed in the initial Rights Certificates issued hereunder.




.11 Before taking any action that would cause an adjustment reducing the Exercise Price
below the then par value, if any, of the number of a one one-thousandth (1/1000th) of a
Preferred Share or other securities issuable upon exercise of the Rights, the Corporation shall
take any corporate action which may, in the opinion of its counsel, be necessary in order that
the Corporation may validly and legally issue such number of fully paid and non-assessable one
one-thousandths (1/1000ths) of a Preferred Share or other securities at such adjusted Exercise
Price.




.12 In any case in which this Section 11 shall require that an adjustment in the Exercise
Price be made effective as of a record date for a specified event, the Corporation may elect to
defer (in which case the Corporation shall promptly notify the Rights Agent of such deferment)
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 (1/1000ths) of a Preferred Share or other Issuable
Securities, if any, issuable upon such exercise over and above the number of one one-thousandths
(1/1000ths) of a Preferred Share or other Issuable Securities, if any, issuable upon such
exercise on the basis of the Exercise Price in effect prior to such adjustment; provided,
however, that the Corporation shall deliver to such holder a due bill or other appropriate
instrument evidencing such holder’s right to receive such additional Issuable Securities upon
the occurrence of the event requiring such adjustment.




.13 Anything in this Section 11 to the contrary notwithstanding, the Corporation shall be
entitled to make such reductions in the Exercise Price, in addition to those adjustments
expressly required by this Section 11, as and to the extent that the Board in good faith shall
determine to be advisable in order that any (i) consolidation or subdivision of the Preferred
Shares or Common Shares, (ii) issuance wholly for cash of Preferred Shares or Common Shares at
less than the Current Market Price, (iii) issuance wholly for cash of any debt or equity
securities which by their terms are convertible into or exchangeable for Preferred Shares or
Common Shares, (iv) stock dividends or (v) issuance of rights, options or warrants referred to
in this Section 11, hereafter made by the Corporation to holders of its Preferred Shares or
Common Shares shall not be taxable to such shareholders.



.14 The Corporation covenants and agrees that it shall not, at any time after a Triggering
Person Event, (i) consolidate with any other Person (other than
a 


 


25









 








Subsidiary of the Corporation
in a transaction which does not violate Section 11(o)), (ii) merge with or into any other Person
(other than a Subsidiary of the Corporation in a transaction which does not violate Section
11(o)) or (iii) sell or transfer (or permit any of its Subsidiaries to sell or transfer), in one
transaction or a series of related transactions, assets or earning power aggregating 50% or more
of the assets or
earning power of the Corporation and its Subsidiaries (taken as a whole) to any other
Person or Persons (other than the Corporation or any of its Subsidiaries in one transaction or a
series of related transactions each of which, and all of which considered together, does not
violate Section 11(o)), if (x) at the time of or immediately after such consolidation, merger,
sale or transfer there are any charter or by-law 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 (other than Rights which are null and void pursuant to Section 7(f)) or (y) prior to,
simultaneously with or immediately after such consolidation, merger or sale, the shareholders of
the Person who constitutes, or would constitute, the “Principal Party” for purposes of Section
13(a) shall have received a distribution of Rights previously owned by such Person or any of its
Affiliates and Associates. The Corporation shall not consummate any such consolidation, merger,
sale or transfer unless prior thereto the Corporation and such other Person shall have executed
and delivered to the Rights Agent a supplemental agreement evidencing compliance with this
Section 11(n).




.15 The Corporation covenants and agrees that, after the earlier of a Shares Acquisition
Date and the Distribution Date, it will not, except as permitted by Sections 23, 24 or 27, take
(or permit any of its Subsidiaries to take) any action the purpose of which is, or if at the
time such action is taken it is reasonably foreseeable that the effect of such action would be,
materially to diminish or otherwise eliminate the benefits intended to be afforded by the Rights
(other than Rights which are null and void pursuant to Section 7(f)).



12 Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made
as provided in Section 11 or Section 13, the Corporation shall promptly (a) prepare a certificate
setting forth such adjustment, and a brief statement of the computations and facts accounting for
such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Shares
a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights
Certificate (or, prior to the Distribution Date, to each holder of Common Shares). Notwithstanding
the next preceding sentence, the failure of the Corporation to prepare such certificate or
statement or make such filings or mailings shall not affect the validity, or the force or effect,
of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on
any such certificate and on any adjustment therein contained and shall not be deemed to have any
knowledge of such adjustment unless and until it shall have received such certificate.


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




.1 In the event that, on or following any Acquiring Person Event, directly or indirectly
(x) the Corporation shall consolidate with, or merge with and into, any other Person (other than
one or more wholly-owned Subsidiaries of the Corporation in one transaction or a series of
related transactions each of which does not violate 



 


26









 








Section 11(o)), and the Corporation shall
not be the continuing or surviving corporation of such consolidation or merger, (y) any Person
(other than one or more wholly-owned Subsidiaries of the Corporation in one transaction or a
series of related transactions each of which does not violate Section 11(o)) shall consolidate
with, or merge with or into, the Corporation, and the Corporation 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 (“Voting Securities”) of the Corporation
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 Corporation or such surviving entity outstanding immediately after such merger or
consolidation and the holders of such securities and their respective proportionate holdings not
having changed as a result of such merger or consolidation) or (z) the Corporation 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 50% or more
of the assets or earning power of the Corporation and its Subsidiaries (taken as a whole) to any
Interested Persons or, if in such transaction all holders of Common Shares are not treated
alike, any other Person (other than the Corporation or one or more wholly-owned Subsidiaries of
the Corporation in one transaction or a series of related transactions each of which does not
violate Section 11(o) (any event described in clauses (x), (y) or (z), a “Change of Control
Event”), then, and in each such case (except as provided in Section 7(f)), proper provision
shall be made so that (i) each holder of a Right (other than Rights which are null and void
pursuant to Section 7(f)) shall thereafter have the right to receive, upon the exercise thereof
at the then current Exercise Price (as theretofore adjusted), in accordance with the terms of
this Agreement and in lieu of Preferred Shares, such number of validly authorized and issued,
fully paid, non-assessable and freely tradable Common Shares of the Principal Party, free and
clear of any liens, encumbrances, rights of first refusal or other adverse claims, as shall
equal the result obtained by dividing such Exercise Price by 50% of the Current Market Price of
the Common Shares of such Principal Party on the date of consummation of such Change of Control
Event, provided, however, that the Exercise Price (as so adjusted) and the number of Common
Shares of such Principal Party so receivable upon exercise of a Right shall be subject to
further adjustment as appropriate in accordance with Section 11(f) to reflect any events
occurring in respect of the Common Shares of such Principal Party after the occurrence of such
Change of Control Event; (ii) such Principal Party shall thereafter be liable for, and shall
assume, by virtue of such Change of Control Event, all the obligations and duties of the
Corporation pursuant to this Agreement; (iii) the Principal Party shall thereafter constitute
the Corporation for all purposes hereof, it being specifically intended that the provisions of
Section 11 shall apply only to such Principal Party following the first occurrence of a Change
of Control Event; and (iv) such Principal Party shall take such steps (including the reservation
of a sufficient number of its Common Shares in accordance with Section 9) 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; provided, further, that upon the
subsequent occurrence of any consolidation, merger, sale or transfer of assets or other
extraordinary transaction in respect of such Principal Party, each holder of a Right shall
thereupon be entitled to receive, upon exercise of a Right and payment of the Exercise Price as
provided in this 





 


27









 






Section 13(a), such cash, debt and equity securities and other assets which
such holder would have been entitled to receive had such holder, at the time of such
transaction, owned the Common Shares of the Principal Party receivable upon the exercise of a
Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including
the reservation of shares of capital stock) as may be necessary or
desirable to permit the subsequent exercise of the Rights in accordance with the terms
hereof for such cash, debt and equity securities and other assets.




.2 “Principal Party” shall mean:




.1 in the case of any transaction described in clause (x) or (y) of the first sentence
of Section 13(a)(i) the Person that is the issuer of any securities into which the Common
Shares of the Corporation are converted in such merger or consolidation (or if there is more
than one such Person, the Person whose Common Shares have the greatest aggregate market
value) or (ii) if no securities are so issued, or if a court of competent jurisdiction
enters a judgment or order determining that the holders of Rights cannot enforce this
Agreement against the Person described in clause (i) next preceding, the Person that is the
continuing, surviving or resulting Person (including the Corporation as the continuing or
surviving Person in a merger); and




.2 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 or, if each Person
that is a party to such transaction or transactions receives the same portion of the assets
or earning power cannot be determined, the Person whose Common Shares have the greatest
aggregate market value; provided, however, that in any of the foregoing cases, (1) if the
Common Shares of such Person are not at such time and have not been continuously over the
preceding twelve (12) month period registered under Section 12 of the Exchange Act, and such
Person is a direct or indirect Subsidiary of another Person the Common Shares of which are
and have been so registered, unless a court of competent jurisdiction enters a judgment or
order determining that the holders of Rights cannot enforce this Agreement against such
other Person, “Principal Party” shall refer to such other Person; (2) in case such Person is
a Subsidiary, directly or indirectly, of more than one Person, the Common Shares of two or
more of which are and have been so registered, unless a court of competent jurisdiction
enters a judgment or order determining that the holders of Rights cannot enforce this
Agreement against any of such other Persons, “Principal Party” shall refer to whichever of
such Persons is the issuer of the Common Shares having the greatest aggregate market value;
and (3) if the Common Shares of such Person are not and have not been registered and 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 (1)
and (2) 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.


 


28









 







.3 The Corporation shall not consummate any such consolidation, merger, sale or transfer
unless (A) 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 (B) prior thereto the Corporation and such Principal
Party shall have executed and delivered to the Rights Agent a supplemental agreement hereto
agreeing that (1) the
Principal Party shall assume the obligations of the Corporation hereunder, (2) the
covenants set forth in Section 13(a) and Section 13(b) shall promptly be performed in accordance
with their terms, (3) such consolidation, merger, sale or transfer of assets shall not result in
a default by the Principal Party under this Agreement as the same shall have been assumed by the
Principal Party pursuant to this Section 13(c) and (4) as soon as practicable after the
occurrence of any Change of Control Event, the Principal Party, at its own expense, shall:




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




.2 use its best efforts to qualify or register the Rights and the securities
purchasable upon exercise of the Rights under the securities or “blue sky” laws of the
various states as may be necessary or appropriate;




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




.4 use its best efforts to list, admit to trading or obtain quotation of (or continue
the listing, admission to trading or quotation of) the Rights and the securities purchasable
upon exercise of the Rights on a national securities exchange, trading market or automated
quotation services; and




.5 use its best efforts to list or obtain waivers of any rights of first refusal or
preemptive rights in respect of the Common Shares of the Principal Party subject to purchase
upon exercise of outstanding Rights.




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, and shall survive any exercise
thereof. In the event that a Change of Control Event shall occur at any time after the
occurrence of an Acquiring Person Event, the Rights which have not theretofore been exercised
shall thereafter become exercisable in the manner described in Section 13(a).





..4 In case the Principal Party has any provision in any of its authorized and outstanding
securities or in its certificate or articles of incorporation, formation or organization or
by-laws or other agreement or instrument governing its entity affairs, which provision would
have the effect of (i) causing such Principal Party to issue 



 


29









 









(other than to holders of Rights
pursuant to this Section 13), in connection with, or as a consequence of, the consummation of a
transaction referred to in this Section 13, Common Shares or common stock equivalents of such
Principal Party at less than the then Current Market Price or securities exercisable for, or
convertible into, Common Shares or common stock equivalents of such Principal Party at less than
such Current Market Price (other than to holders of Rights pursuant to this Section
13) or (ii) providing for any special payment, taxes or similar provision in connection
with the issuance of the Common Shares of such Principal Party pursuant to the provision of this
Section 13; then, in such event, the Corporation hereby agrees with each holder of Rights that
it shall not consummate any such transaction unless prior thereto the Corporation and such
Principal Party shall have executed and delivered to the Rights Agent an additional supplemental
agreement providing that the provision in question of such Principal Party shall have been
canceled, waived or amended, or that the non-conforming authorized securities shall have been
redeemed, so that the applicable provision will have no effect in connection with, or as a
consequence of, the consummation of the proposed transaction.




.5 The Corporation covenants and agrees that it shall not, at any time after the Trigger
Event, enter into any transaction of the type described in subparagraph (x), (y) and (z) of
Section 13(a), if (i) at the time of or immediately after such consolidation, merger, sale or
transfer of assets or other extraordinary transaction there are any rights, warrants or other
instruments or securities outstanding or agreements or instruments in effect which would
substantially diminish or otherwise eliminate the benefits intended to be afforded by the
Rights, (ii) prior to, simultaneously with or immediately after such consolidation, merger, sale
or transfer of assets or other extraordinary transaction, the shareholders of the Person who
constitutes, or would constitute, the Principal Party shall have received a distribution of
Rights previously owned by such Person or any of its Affiliates or Associates, (iii) the form or
nature of organization of the Principal Party would preclude or limit the exercisability of the
Rights or (iv) such consolidation, merger, sale or transfer of assets or other extraordinary
transaction violates Section 11(o). The provisions of this Section 13(e) shall similarly apply
to successive transactions of the type described in subparagraph (x), (y) and (z) of Section
13(a).




.6 Notwithstanding anything in this Agreement to the contrary, Section 13 shall not be
applicable to a transaction described in subparagraphs (x) and (y) of Section 13(a) if: (i)
such transaction is consummated with Persons who acquired Common Shares pursuant to a Permitted
Offer (or any wholly-owned Subsidiaries of any such 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(f), all Rights hereunder shall expire.




14 Fractional Rights and Fractional Shares.




.1 The Corporation shall not be required to issue fractions of Rights or, except prior to
the Distribution Date as provided in Section 11(j), to distribute Rights Certificates which
represent fractional Rights. If the Corporation determines not to issue fractional Rights,
there shall be paid to the registered holders of the Rights




 


30









 







 Certificates with regard to which
such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction
of the Closing Price of a whole Right on the Trading Day immediately prior to the date on which
such fractional Rights would have been otherwise issuable.



.2 The Corporation shall not be required to issue fractions of Preferred Shares (other than
fractions that are integral multiples of one one-thousandth (1/1000th) of a Preferred Share)
upon exercise of the Rights or to distribute certificates which evidence fractional Preferred
Shares (other than fractions that are integral multiples of one one-thousandth (1/1000th) of a
Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one
one-thousandth (1/1000th) of a Preferred Share may, at the election of the Corporation, he
evidenced by depository receipts, pursuant to an appropriate agreement between the Corporation
and a depository selected by it; provided, that such agreement shall provide that the holders
of such depository receipts shall have all the rights, privileges and preferences to which they
are entitled as beneficial owners of the Preferred Shares represented by such depository
receipts. In lieu of fractional Preferred Shares that are not integral multiples of one
one-thousandth (1/1000th) of a Preferred Share, the Corporation shall pay to the registered
holders of Rights Certificates at the time such Rights are exercised as herein provided an
amount in cash equal to the same fraction of the current market value of a Preferred Share. For
purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one
thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to
Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.




.3 The Corporation shall not be required to issue fractions of Common Shares or to
distribute certificates which evidence fractional Common Shares upon the exercise or exchange of
Rights. In lieu of such fractional Common Shares, the Corporation shall pay to the registered
holders of Rights Certificates at the time such Rights are exercised as herein provided an
amount in cash equal to the same fraction of the current market value of a Common Share. For
purposes of this Section 14(c), the current market value of a Common Share shall be the closing
price of a Common Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day
immediately prior to the date of such exercise.




.4 The holder of a Right by the acceptance of the Right expressly waives his or her right
to receive any fractional Rights or any fractional shares (other than fractions that are
integral multiples of one one-thousandth (1/1000th) of a Preferred Share) upon exercise of a
Right.




.5 Whenever a payment for fractional Rights or fractional shares or units of Issuable
Shares is to be made as provided in this Section 14, the Corporation shall (i) promptly prepare
and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts
related to such payment and the prices and formulas utilized in calculating such payments and
(ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make
such payments. The Rights Agent shall be fully protected in relying upon such a certificate and
shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment


for fractional Rights or fractional shares or units under this Agreement relating to the payment of




 


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fractional Rights or fractional shares or units unless and until the Rights Agent shall have
received such a certificate and sufficient monies.





15 Rights of Action. All rights of action in respect of this Agreement, excepting the rights
of action vested in the Rights Agent under Section 18, 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 its own behalf and for its own benefit, enforce,
and may institute and maintain any suit, action or proceeding against the Corporation to enforce,
or otherwise act in respect of, its right to exercise the Rights represented 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.



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




.1 prior to the Distribution Date, the Rights will be transferable only in connection with
the transfer of the Common Shares;




.2 after the Distribution Date, the Rights Certificates are transferable only on the
registry books of the Rights Agent if surrendered at the principal office of the Rights Agent
designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and
with the appropriate forms of assignment and certificate properly completed and duly executed;




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




.4 notwithstanding anything in this Agreement to the contrary, neither the Corporation nor
the Rights Agent shall have any liability to any holder or Beneficial Owner of a Right, or any
other Person, as a result of its inability to perform any of its obligations under this
Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling
issued by a court of competent jurisdiction or by a governmental, regulatory or administrative
agency or commission, or any statute, rule, regulation or executive order promulgated or enacted
by any governmental authority, prohibiting or otherwise restraining performance of such
obligation; provided, however, that the Corporation shall use
 its reasonable efforts to



 


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have any
such order, decree or ruling lifted or otherwise overturned as soon as possible.

17 Rights Certificate Holder Not Deemed a Shareholder. No holder, as such, of any Rights
Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of
any Issuable Securities 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 or Beneficial Owner of any Rights
Certificate, as such, any of the rights of a shareholder of the Corporation or any right to vote
for the election of directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of meetings or other
actions affecting shareholders (except as provided in Section 25), or to receive dividends or other
distributions or to exercise any preemptive or subscription rights, or otherwise, until the Rights
represented by such Rights Certificate shall have been exercised in accordance with the provisions
hereof.




18 Concerning the Rights Agent.




.1 The Corporation 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
Corporation also agrees to indemnify the Rights Agent for, and to hold it harmless against, any
loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct
on the part of the Rights Agent (as determined by a court of competent jurisdiction), for
anything done or omitted by the Rights Agent in connection with the acceptance, administration,
exercise and performance of its duties under of this Agreement, including the costs and expenses
of defending against any claim of liability in the premises. The provisions of Section 18 and
Section 20 shall survive the exercise or expiration of the Rights, the resignation or removal of
the Rights Agent and the termination of this Agreement.




.2 The Rights Agent shall be protected and shall incur no liability for, or in respect of,
any action taken, suffered or omitted by it in connection with, its administration of this
Agreement in reliance upon any Rights Certificate or certificate representing Common Shares or
other securities of the Corporation, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other
paper or document believed by it to be genuine and to be signed, executed and, where necessary,
verified or acknowledged, by the proper Persons, or otherwise upon the advice of counsel, as set
forth in Section 20 hereof.



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




.1 Any Person into which the Rights Agent may be merged or with which it may be
consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent
shall be a party, or any Person succeeding to all or substantially all of the stock transfer,
corporate trust or transfer agent business of the 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


 


33









 








parties hereto, provided that such Person is eligible for
appointment as a successor Rights Agent under the provisions of Section 21. 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 in the name of either the predecessor
or the successor Rights Agent; and in all such cases such Rights Certificates shall have the
full force and effect provided in the Rights Certificates and in this Agreement.




.2 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.



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




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




.2 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 the identity of any Acquiring
Person and the determination of the Closing Price or Current Market Price any Security) be
proved or established by the Corporation prior to taking, suffering or omitting to take any
action hereunder, such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established by a
certificate signed by any one of the Chairman of the Board, the Chief Executive Officer, the
Vice Chairman of the Board, the Chief Financial Officer, or the Secretary of the Corporation and
delivered to the Rights Agent; and such certificate shall be full authorization to the Rights
Agent for any action taken, suffered or omitted to be taken in good faith by it under the
provisions of this Agreement in reliance upon such certificate.




.3 The Rights Agent shall be liable hereunder only for its own gross negligence, bad faith
or willful misconduct. Anything to the contrary notwithstanding, in no event shall the Rights
Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of
any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has
been advised of the likelihood of such loss or damage.


 


34









 






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




.5 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 and delivery
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
Corporation 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 null and void pursuant to Section 7(f)) or any adjustment
required under the provisions of Section 11 or Section 13 or responsible for the manner, method
or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment (except with respect to the exercise of Rights represented by Rights
Certificates after receipt of a certificate described in Section 12); nor shall it by any act
hereunder be deemed to make any representation or warranty as to the authorization or
reservation of any Issuable Securities to be issued pursuant to this Agreement or any Rights
Certificate or as to whether any Issuable Shares will, when issued, be duly authorized, validly
issued, fully paid and non-assessable.




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




.7 The Rights Agent is hereby authorized and directed to accept instructions with respect
to the performance of its duties hereunder from any one of the Chairman of the Board, the Chief
Executive Officer, the Vice Chairman of the Board, the Chief Financial Officer, or the Secretary
of the Corporation, and 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 for any delay in acting while
waiting for such instructions. Any application by the Rights Agent for written instructions
from the Corporation may, at the option of the Rights Agent, set forth in writing any action
proposed to be taken or omitted by the Rights Agent under this Agreement and the date on or
after which such action shall be taken or such omission shall be effective. The Rights Agent
shall not be liable for any action taken by, or omission of, the Rights Agent in accordance with
a proposal included in any such application on or after the date specified in such application.




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


 


35









 






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




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




.11 If, with respect to any Rights Certificate surrendered to the Rights Agent for exercise
or transfer, the certificate set forth in the “Form of Assignment” or “Form of Election to
Purchase,” as the case may be, has either not been completed or indicates an affirmative
response to clause 1 or 2 thereof, the Rights Agent shall not take any further action with
respect to such requested exercise or transfer without first consulting with the Corporation.



21 Change of Rights Agent. The Rights Agent may resign and be discharged from its duties
under this Agreement upon thirty days notice in writing mailed to the Corporation and, in the event
that the Rights Agent or one of its Affiliates is not also the transfer agent for the Corporation,
to each transfer agent of the Common Shares by registered or certified mail. In the event the
transfer agency relationship in effect between the Corporation and the Rights Agent terminates, the
Rights Agent will be deemed to have resigned automatically and be discharged from its duties under
this Agreement as of the effective date of such termination, and the Corporation shall be
responsible for sending any required notice. The Corporation may remove the Rights Agent or any
successor Rights Agent upon thirty days notice in writing, mailed to the Rights Agent and to each
transfer agent of the Preferred Shares (or, after a Trigger Event, the transfer agent, indenture
trustee or similar agent in respect of Issuable Securities) 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 Corporation shall appoint a successor to
the Rights Agent. If the Corporation shall fail to make such appointment within a period of sixty
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 any registered
holder of a Rights Certificate (who, for such notice to be effective, must submit its Rights
Certificate therewith for inspection by the Corporation), then any registered holder of any Rights
Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights
Agent. Any Person to qualify as a successor Rights Agent hereunder, whether appointed by the
Corporation or by such a court, shall (a) (i) be organized and doing business under the laws of the
United States or any State thereof, (ii) be in good standing under the laws of its jurisdiction of
incorporation, formation or organization, (iii) be authorized under such laws to exercise corporate
trust or stock transfer powers and subject to supervision or examination by federal or state
authority, and (iv) have at the time of its appointment as Rights Agent a combined capital and
surplus of at least $50,000,000 or (b) be an Affiliate of a Person described in clause (a) next
preceding. After appointment, the successor Rights Agent shall be vested with the same powers,


 


36









 







 rights, duties and responsibilities as if it had been originally named as Rights Agent without
further act or deed and shall become the Rights Agent for all purposes hereof; but the predecessor
Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held
by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary
for the purpose. Not later than the
effective date of any such appointment the Corporation shall file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the Preferred Shares (or, after a
Trigger Event, the transfer agent, indenture trustee or similar agent in respect of Issuable
Securities), 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.




22 Issuance of New Rights Certificates.




.1 Notwithstanding any of the provisions of this Agreement or of the Rights to the
contrary, the Corporation may, at its option, issue new Rights Certificates representing Rights
in such form as may be approved by the Board to reflect any adjustment or change in the Exercise
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.




.2 In addition, in connection with the issuance or sale of Common Shares following the
Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date,
the Corporation (a) 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 (other than the Rights), notes or debentures issued by the
Corporation and (b) may, in any other case, if deemed necessary or appropriate by the Board;
issue Rights Certificates representing the appropriate number of Rights in connection with such
issuance or sale; provided, however, that (i) the Corporation shall not be obligated to issue
any such Rights Certificates if, and to the extent that, the Corporation shall be advised by
counsel that such issuance would create a significant risk of material adverse tax consequences
to the Corporation or the Person to whom such Rights Certificate would be issued, (ii) 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 and (iii) the Corporation shall not issue any
Rights in connection with any Common Shares issued or sold upon the exercise of any Rights.




23 Redemption and Termination.




.1 The Board of Directors of the Corporation may, at its option, at any time prior to the
earlier of (i) the close of business on the tenth Business Day following notice to the Board of
Directors of the occurrence of the Share Acquisition Date (or such later date as may be
determined by a majority of the Continuing Directors; provided, however, that such date shall
not be extended at such time as the Rights are not then redeemable) or (ii) the Final Expiration
Date, 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 “Redemption
Price”); provided, however, that if,



 


37









 








following the
occurrence of the Stock Acquisition Date and following the expiration of the right of redemption
hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have
transferred or otherwise disposed of a number of shares of Common Stock in one transaction or
series of transactions, not directly or indirectly involving the Corporation or any of its
Subsidiaries, such that such Person
is thereafter a Beneficial Owner of 15.0% or less of the outstanding shares of Common Stock
or Voting Securities representing 15.0% or less of Total Voting Power and (ii) there are no
other Persons, immediately following the occurrence of the event described in clause (i), who
are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be
subject to the provisions of this Section 23. Notwithstanding anything contained in this
Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a
Triggering Event until such time as the Corporation’s right of redemption hereunder has expired.
Such a redemption of the Rights may be made effective at such time, on such basis and with such
conditions as the Board in its sole discretion may establish. The Corporation shall promptly
file a certificate with the Rights Agent setting forth the Board action, including the relevant
terms and conditions, effecting the redemption.




.2 In any redemption pursuant to this Section 23, the Corporation may, at its option, pay
the Redemption Price in Common Shares (based on the Current Market Price of a Common Share at
the time of redemption and subject to Section 14), cash or other consideration deemed
appropriate by the Board; provided that if the Corporation elects to pay the Redemption Price in
Common Shares, the Corporation 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.




.3 Immediately upon the date for redemption and satisfaction of other conditions, if any,
set forth (or determined in the manner specified) in the action of the Board effecting the
redemption of the Rights pursuant to Section 23(a), and without any further action and without
any notice, the right to exercise the Rights shall terminate and the only right thereafter of
the holders of Rights shall be to receive the applicable Redemption Price for the Rights held.
Within ten days after such effective date for redemption, the Corporation shall mail a notice of
redemption to the Rights Agent and 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 so mailed to a holder shall be deemed given, whether or not the holder receives
such notice. Each such notice of redemption shall state the method by which the payment of the
Redemption Notice will be effected. Neither the Corporation nor any of its Affiliates or
Associates may redeem, acquire or purchase for value any Rights at any time in any manner other
than (i) the manner specifically set forth in this Section 23 or (ii) in connection with the
purchase of Common Shares prior to the Distribution Date.




.4 The Corporation may, at its option, discharge all of its obligations with respect to the
Rights by (i) making a public announcement or other disclosure of the manner of redemption of
the rights in accordance with this Agreement and (ii) mailing payment of the Redemption Prices
to the registered holders of the 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 of the Common Shares,





 


38









 







 and upon such  action, all outstanding Rights and Rights
Certificates shall terminate and be null and void without any further action by the Corporation
or the Rights Agent.



24 Exchange.




.1 The Board may, at its option, at any time after a Person becomes an Acquiring Person,
mandatorily exchange all or part of the then outstanding and exercisable Rights (which shall not
include Rights that shall have become null and void pursuant to Section 7(f)) for consideration
per Right consisting of one-half of the Issuable Securities that would be issuable at such time
upon the exercise of one Right in accordance with Section 11(a)(ii) or, if applicable, Section
11(a)(iii) (the consideration issuable per Right pursuant to this Section 24 being the “Exchange
Consideration”), provided that the Board shall, subject to applicable law, elect to exchange all
the Rights for Exchange Consideration if and to the extent necessary to avoid any default under
any agreements or instruments in effect prior to the Distribution Date. The Board may, at its
option, issue one Common Share in lieu of each one one-thousandth (1/1000th) of a Preferred
Share if there are sufficient Common Shares authorized but not outstanding or reserved for
purposes other than upon exercise of the Rights. If the Board elects to exchange all the Rights
for Exchange Consideration pursuant to this Section 24 prior to the physical distribution of the
Right Certificates, the Corporation may distribute the Exchange Consideration in lieu of
distributing Right Certificates, in which case for purposes of this Rights Agreement holders of
Rights shall be deemed to have simultaneously received and surrendered for exchange Right
Certificates on the date of such distribution. Notwithstanding the foregoing, the Board may not
effect such exchange at any time after any Person (other than an Exempt Person) together with
all Affiliates and Associates of such Person, becomes the Beneficial Owner of more than 50% of
the Common Shares then outstanding.




.2 Any action of the Board ordering the exchange of any Rights pursuant to this Section 24
shall be irrevocable and, immediately upon the taking of such action and without any further
action and without any notice, the right to exercise any such Right so exchanged pursuant to
this Section 24 shall terminate and the only right thereafter of a holder of such Right shall be
to receive the Exchange Consideration in exchange for each such Right held by such holder or, if
the Exchange Consideration shall not have been paid or issued, to exercise any such Right
pursuant to this Section 24. The Corporation shall promptly make a public announcement or
disclosure of any such exchange (with prompt written notice thereof to the Rights Agent);
provided, however, that the failure to give, or any defect in, such notice shall not affect the
validity of such exchange. The Corporation shall promptly mail a notice of any such exchange to
all holders of the Rights to be exchanged 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 shall state the method by which the exchange of the Rights for the Exchange
Consideration 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 shall have become null and void and nontransferable pursuant to
the provisions of Section 7(f)) held by each holder of Rights.


 


39









 






25 Notice of Certain Events.




.1 In case the Corporation shall at any time after the Distribution Date propose to (i) pay
any dividend payable in stock of any class to the holders of its Common Shares or to make any
other distribution to the holders of its Common Shares (other than a regular quarterly cash
dividend out of the earnings or retained earnings of the Corporation), (ii) offer to the holders
of its Common Shares rights or warrants to subscribe for or to purchase any additional Common
Shares or shares of stock of any class or any other securities, rights or options, (iii) effect
any reclassification of its Common Shares (other than a reclassification involving only the
subdivision of outstanding Common Shares), (iv) effect any consolidation or merger into or with
any other Person (other than a Subsidiary of the Corporation in a transaction or a series of
transactions which does not violate Section 11(o)), 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
transaction or a series of related transactions, of 50% or more of the assets or earning power
of the Corporation and its Subsidiaries (taken as a whole) to any other Person or Persons (other
than the Corporation or any of its Subsidiaries in one transaction or a series of transactions
each of which does not violate Section 11(o)) or (v) effect the liquidation, dissolution or
winding up of the Corporation, then, in each such case; the Corporation shall to the extent
feasible give to each holder of a Rights Certificate a notice of such proposed action 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 Common
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) next preceding at least twenty days prior to the record
date for determining holders of the Common Shares for purposes of such action, and in the case
of any such other action in this Section 25(a), at least twenty days prior to the date of the
taking of such proposed action or the date of participation therein by the holders of the Common
Shares, whichever shall be earlier.




.2 In case a Trigger Event occurs, then (i) the Corporation shall as soon as practicable
thereafter give to each holder of a Rights Certificate and the Rights Agent a notice of the
occurrence of such event, which notice shall describe such event and the consequences thereof to
holders of Rights under Section 11(a)(ii) or Section 13, as the case may be and (ii) to the
extent appropriate, references in Section 25(a) to Common Shares shall thereafter also be deemed
to refer to any other class of Issuable Shares and other securities of the Corporation and the
Principal Party, as the case may be.




26 Notices.




.1 Notices, demands or other communications authorized or required by this Agreement to be
given or made by the Rights Agent or by the holder of any Rights Certificate to or on the
Corporation shall be sufficiently given or made if sent by overnight delivery service or
first-class mail, postage prepaid, addressed as set forth below, or by fax or electronic mail
(followed up by overnight delivery or first-class mail) sent to the fax number or email address
below:




 


40









 





Univest Corporation of Pennsylvania

14 North Main Street

Souderton, PA 18964

Attention: Corporate Secretary

Fax: 215-721-2408

Email: tejklk@univest.net



.2 Subject to the provisions of Section 21, notices, demands or other communications
authorized or required by this Agreement to be given or made by the Corporation or by the holder
of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made if sent
by overnight delivery service or first-class mail, postage prepaid, or by reputable overnight
courier, addressed as set forth below, or by fax or electronic mail (followed up by overnight
delivery or first-class mail) sent to the fax number or email address below:




Broadridge Corporate Issuer Solutions, Inc.

Attention: Client Services

1717 Arch St, Suite 1300

Philadelphia, PA 19103

Fax: (215) 553-5402

Email: shareholder@broadridge.com




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




.4 The Corporation may change its address for notices by notice to the Rights Agent, and
the Rights Agent may change its address by notice to the Corporation and, after any Distribution
Date, to each holder of any Rights Certificate.




27 Supplements and Amendments.




.1 Prior to the Distribution Date, the Corporation may, subject to Section 27(b),
supplement or amend any provision of this Agreement without the approval of any holders of
certificates representing Common Shares. From and after the Distribution Date, the Corporation
may, subject to Section 27(b), supplement or amend this Agreement without the approval of any
holders of Rights Certificates (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) subject to the proviso to this sentence, to shorten or lengthen any time period
hereunder or (iv) to change or supplement the provisions hereunder in any manner which the
Corporation may deem necessary or desirable and which shall not adversely affect the interests
of the holders of Rights Certificates (other than the interests of any Acquiring Persons and its
Affiliates and Associates); provided, however, that this Agreement may not be so supplemented or
amended to lengthen any time period pursuant to clause (iii) next preceding unless such
lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and the
benefits to, the holders of




 


41









 






Rights. For purposes of

this Section 27(a), 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.




.2 If the Corporation delivers a certificate from an appropriate officer of the Corporation
stating that a proposed supplement or amendment is in compliance with Section 27(a), and such
supplement or amendment does not adversely affect the rights or obligations of the Rights Agent
under Section 18 or Section 20, the Rights Agent shall execute such supplement or amendment.



28 Determination and Actions by the Board of Directors, Etc. The Board (with, where
specifically provided for herein, the concurrence of the Continuing Directors) shall have the
exclusive power and authority to administer this Agreement and to exercise all rights and powers
specifically granted to the Board (with, where specifically provided for herein, the concurrence of
the Continuing Directors) or the Corporation, or as may be necessary or advisable in the
administration of this Agreement, including the right and power to (i) interpret the provisions of
this Agreement and (ii) make all determinations deemed necessary or advisable for the
administration of this Agreement (including a determination as to the identity of the Affiliates
and Associates of any person, a determination as to the extent of the Beneficial Ownership of any
Person, whether or not to redeem the Rights or to amend or supplement this Agreement, and whether
any proposed amendment or supplement adversely affects the interests of the holders of Rights
Certificates). All such actions, calculations, interpretations and determinations (including, for
purposes of clause (y) next succeeding, all omissions with respect to the foregoing) which are done
or made by the Board (with, where specifically provided for herein, the concurrence of the
Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Corporation,
the Rights Agent, the holders and Beneficial Owners of the Rights and all other Persons and (y) not
subject the Board (or the Continuing Directors) to any liability to the holders of the Rights
Certificates.



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



30 Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any
Person other than the Corporation, the Rights Agent and the holders of the Rights Certificates
(and, prior to the Distribution Date, the holders of 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 Corporation, the Rights Agent and the registered holders of the Rights Certificates
(and, prior to the Distribution Date, the Common Shares).



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.



32 Governing Law. This Agreement, each Right and each Rights Certificate issued hereunder
shall be deemed to be a contract made under the laws of the Commonwealth of Pennsylvania and for
all purposes shall be governed by and



 


42









 




 
construed in accordance with the laws of such State applicable to contracts negotiated, made
and to be performed entirely within such State.



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



34 Force Majeure. Notwithstanding anything to the contrary contained herein, the Rights Agent
shall not be liable for any delays or failures in performance resulting from acts beyond its
reasonable control including, without limitation, acts of God, terrorist acts, strikes or other
major industrial disturbances affecting labor or supplies, power failures, war or civil unrest.



35 Construction. For all purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires:




.1 the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of
similar import refer to this Agreement as a whole and not to any particular Article, Section or
other subdivision;




.2 references in this Agreement to designated “Articles,” “Sections” and other
subdivisions, or to designated “Exhibits”, “Schedules” or “Appendices”, are to the designated
Articles, Sections and other subdivisions of, or the designated Exhibits, Schedules or
Appendices to, this Agreement;




.3 references to any Person includes such Person’s successors and assigns but, if
applicable, only if such successors and assigns are not prohibited by this Agreement, and
reference to a Person in a particular capacity excludes such Person in any other capacity or
individually;




.4 references to a “holder” of any shares or securities shall refer to the registered
holder thereof, as shown upon the registry of the Rights Agent, applicable transfer agent or the
Corporation, as the case may be;




.5 calculations 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) promulgated under the
Exchange Act. as in effect on the date of this Agreement;




.6 reference to any federal, state, local, or foreign law means such law as amended,
modified, restated, supplemented, codified, replaced or reenacted, in whole or in part, and in
effect from time to time, including rules and regulations promulgated thereunder, and reference
to any section or other provision of any such law means that provision of such law from time to
time in effect and constituting the substantive amendment, modification, restatement,
supplementation, codification, replacement or reenactment of such section or other provision;


 


43









 






.7 references to any agreement (including this Agreement), instrument, document,
arrangement or understanding means such agreement, instrument, document, arrangement or
understanding as amended, restated, supplemented or otherwise modified and in effect from time
to time, and shall be deemed to refer as well to the preamble and recitals and all addenda,
annexes, appendices, exhibits, schedules and other attachments thereto;




.8 with respect to the determination of any period of time, “from” means “from and
including” and “to” means “to but excluding”;




.9 the words “include,” “includes,” and “including” shall be deemed to be followed by
“without limitation”;




.10 the term “or” shall not be exclusive;




.11 pronouns in masculine, feminine and neuter genders shall be construed to include any
other gender;




.12 words in the singular form shall be construed to include the plural and vice versa,
unless the context otherwise requires; and




.13 whenever the singular number is used, if required by the context, the same shall
include the plural, and vice versa.



[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]



 


44









 







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



	 	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	UNIVEST CORPORATION OF PENNSYLVANIA	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Duane J. Brobst
	 	 	 	By:
	 	/s/ Jeffrey M. Schweitzer	 	 
	 

	 	 

Name: Duane J. Brobst
	 	 
	 	 	 	 

Jeffrey M. Schweitzer
	 	 
	 

	 	Title: Executive Vice President
	 	 	 	 	 	Senior Executive Vice President and 

Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Megan A. Keefe
	 	 	 	By:
	 	/s/ Linnette Samuels	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: Megan A. Keefe
	 	 	 	 	 	Name: Linnette Samuels	 	 
	 

	 	Title: Director of Corporate
Actions
	 	 	 	 	 	Title: Vice President	 	 





 


45









 





Exhibit A




TERMS OF




SERIES A JUNIOR PARTICIPATING PREFERRED STOCK




OF




UNIVEST CORPORATION OF PENNSYLVANIA




RESOLVED that, pursuant to the authority vested in the Board of Directors of the Corporation by its
Articles of Incorporation, the Board of Directors does hereby provide for the issue of a series of
Preferred Stock, par value $5.00 per share, of the Corporation, to be designated “Series A Junior
Participating Preferred Stock” (hereinafter referred to as the “Series A Preferred Stock” or “this
Series”), initially consisting of 48,000 shares, and to the extent that the designations, powers,
preferences and relative and other special rights and the qualifications, limitations and
restrictions of the Series A Preferred Stock are not stated and expressed in the Articles of
Incorporation, does hereby fix and herein state and express such designations, powers, preferences
and relative and other special rights and the qualifications, limitations and restrictions thereof,
as follows (all terms used herein which are defined in the Articles of Incorporation shall be
deemed to have the meanings provided therein):



1. Designation and Amount. The designation of the series of Preferred Stock created
by this resolution shall be Series A Junior Participating Preferred Stock and the number of shares
constituting this Series is Forty Eight Thousand (48,000). 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 A Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities of the Corporation
convertible into shares of this Series.



2. Proportional Adjustment. In the event the Corporation shall at any time after the
issuance of any share or shares of Series A Preferred Stock (i) declare any dividend on the
common stock, par value $5.00 per share (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 amount to which holders of
shares of this Series 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.




3. Dividends.



(A) Subject to the prior and superior rights of the holders of any shares of any series of
Preferred Stock ranking prior and superior to the shares of this Series with respect to dividends,
the holders of shares of this Series shall be entitled to receive, when and as declared by the
Board of Directors out of funds legally available for the purpose, quarterly dividends payable in
cash on January 1, April 1, July 1 and October 1 of each year (each such date being referred to
herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment
Date after the first issuance of a share or fraction of a



 


A-1









 




 
share of this Series, in an amount per share (rounded to the nearest cent) equal to 1,000
times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share of this Series.



(B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock
as provided in paragraph (A) of this Section immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable in shares of Common Stock).



(C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A
Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such
shares of this Series, unless the date of issue of such shares is prior to the record date for the
first Quarterly Dividend Payment Date in which case dividends on such shares shall begin to accrue
from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment
Date or is a date after the record date for the determination of holders of shares of this Series
entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares
of this Series in an amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares
at the time outstanding. The Board of Directors may fix a record date for the determination of
holders of shares of this Series entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be no more than ten (10) days prior to the date fixed for the
payment thereof.



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



(A) Subject to the provision for adjustment hereinafter set forth, each share of Series A
Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote
of the shareholders of the Corporation. In the event the Corporation shall at any time declare or
pay any dividend on the Common Shares payable in Common Shares, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the number of votes per share to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is the number of shares
of Common Stock that were outstanding immediately prior to such event.



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


 


A-2









 





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




5. Certain Restrictions.



(A) The Corporation shall not declare any dividend on, make any distribution on, or redeem or
purchase or otherwise acquire for consideration any shares of Common Stock after the first issuance
of a share or fraction of a share of Series A Preferred Stock unless concurrently therewith it
shall declare a dividend on the Series A Preferred Stock as required by Section 3 hereof.



(B) Whenever quarterly dividends or other dividends or distributions payable on the Series A
Preferred Stock as provided in Section 3 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:




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




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




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




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



(C) The Corporation shall not permit any subsidiary of the Corporation to purchase or
otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation
could, under this Section 5, purchase or otherwise acquire such shares at such time and in such
manner.


 


A-3









 





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



7. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or
winding up of the Corporation, no distribution shall be made (A) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the
Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock
shall have received $1,000.00 per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment, provided that the
holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the
aggregate amount to be distributed per share to holders of Common Stock, or (B) to the holders of
shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all such parity stock in proportion to the total amounts to which the holders
of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the
Corporation shall at any time declare or pay any dividend on the outstanding shares of Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under the proviso in clause (A) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.



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


 


A-4









 






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



10. Rank. The Series A Preferred Stock shall rank, with respect to the payment of
dividends and the distribution of assets, junior to all series of any other class of the
Corporation’s Preferred Stock, unless the terms of any such series shall provide otherwise.



11. Amendment. The Amended and Restated Articles of Incorporation of the Corporation
shall not be amended in any manner which would materially alter or change the powers, preferences
or special rights of the Series A Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of at least a majority of the outstanding shares of Series A
Preferred Stock, voting together as a single class.


 


A-5









 





Exhibit B




FORM OF RIGHTS CERTIFICATE




			
	 	 	 
	Certificate No. R.
 _____ 

	 	
 _____ 
Rights







NOT EXERCISABLE AFTER September 30, 2021 OR EARLIER IF REDEEMED BY THE CORPORATION. THE RIGHTS
REPRESENTED HEREBY ARE SUBJECT TO REDEMPTION AT ANY TIME AT THE OPTION OF THE CORPORATION AT THE
REDEMPTION PRICE OF $0.001 PER RIGHT, ON THE TERMS SET FORTH IN THE SHAREHOLDER RIGHTS
AGREEMENT.




UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE SHAREHOLDER RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR
HELD BY, ANY HOLDER WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE
THEREOF (AS EACH OF SUCH TERMS IS DEFINED IN THE SHAREHOLDER RIGHTS AGREEMENT) AND CERTAIN
RELATED PERSONS, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH HOLDER OR BY ANY SUBSEQUENT
HOLDER, WILL BECOME NULL AND VOID. THE RIGHTS SHALL NOT BE EXERCISABLE BY A HOLDER IN ANY
JURISDICTION WHERE THE REQUISITE QUALIFICATION TO THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE
BY SUCH HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE
OBTAINABLE.



RIGHTS CERTIFICATE




UNIVEST CORPORATION OF PENNSYLVANIA




This Rights Certificates certifies that
 _____, or registered assigns, is the
registered holder of the number of Rights set forth above, each of which entitles the holder
hereof, subject to the terms, provisions and conditions of that certain Shareholder Rights
Agreement, made and entered into as of September 30, 2011 (as amended, supplemented or otherwise
modified from time to time, the “Rights Agreement”), by and between Univest Corporation of
Pennsylvania, a Pennsylvania corporation (the “Corporation”), and Broadridge Corporate Issuer
Solutions, Inc., as Rights Agent (together with its successors in such capacity, the “Rights
Agent”), to purchase from the Corporation after the Distribution Date (as such term is defined in
the Rights Agreement) and prior to the Expiration Date (as such term is defined in the Rights
Agreement), at the principal office of the Rights Agent designated for such purpose, one
one-thousandth (1/1000th) of a fully paid, non-assessable share of Series A Junior Participating
Preferred Stock of the Corporation stock, par value $5.00 per share (the “Preferred Shares”) at an
Exercise Price of $_____ 
in cash per each one one-thousandth of a Preferred Share (as adjusted in
accordance with the Rights Agreement, the “Exercise Price”), upon presentation and surrender of
this Rights Certificate with the Form of Election to Purchase and related certificate properly
completed and duly executed. The number of Rights represented by this Rights Certificate (and the
number of one one-thousandths of a Preferred Share which may be initially purchased upon exercise
hereof) set forth above, and the Exercise Price set forth above, are the number and Exercise Price
as of [_____].



Capitalized terms used but not defined in this Rights Certificate shall have the respective
meanings ascribed to such terms in the Rights Agreement.


 


B-1









 





From and after the occurrence of an Acquiring Person Event, any Rights represented by this
Rights Certificate that are Beneficially Owned by (i) an Acquiring Person or any Affiliate or
Associate of such Acquiring Person, (ii) a transferee of any Acquiring Person or any such Affiliate
or Associate who becomes a transferee after the Acquiring Person Event or (iii) a transferee of an
Acquiring Person or any such Affiliate or Associate who becomes a transferee prior to or
concurrently with the Acquiring Person Event and receives such Rights under certain circumstances
specified in the Rights Agreement; shall become null and void without any further action and no
holder hereof shall have any rights whatsoever with respect to such Rights under any provision of
the Rights Agreement, this Rights Certificate or otherwise.



As provided in the Rights Agreement, the Exercise Price and the number and kind of Common
Shares or other debt or equity securities, cash or assets which may be purchased upon the exercise
of the Rights represented by this Rights Certificate are subject to modification and adjustment
upon the happening of certain events, including Triggering Events.



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 Corporation and the holders of the Rights Certificates, which limitations of
rights include the temporary suspension of the exercisability of such Rights under the specific
circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the
principal executive offices of the Corporation and the principal office or offices of the Rights
Agent.



This Rights Certificate, with or without other Rights Certificates, upon surrender at the
principal office of the Rights Agent designated for such purpose, may be exchanged for another
Rights Certificate or Rights Certificates of like tenor and date representing Rights entitling the
holder to purchase a like aggregate number of Issuable Securities as the Rights represented by the
Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase,
other than Rights which are null and void as aforesaid. If this Rights Certificate shall be
exercised 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.



Subject to the terms and conditions of the Rights Agreement, the Corporation may redeem the
Rights represented by this Rights Certificate at a redemption price of $0.001 per Right (subject to
adjustment as provided in the Rights Agreement), payable either in Common Shares, valued as
provided in the Rights Agreement, or in cash.



Subject to the terms and conditions of the Rights Agreement, after the occurrence of an
Acquiring Person Event, the Corporation may at any time exchange the Rights (other than Rights
owned by an Acquiring Person which would have become void), in whole or in part, for consideration
per Right consisting of one-half of the Issuable Securities that would be issuable at such time
upon the exercise of one Right pursuant to the terms of the Rights Agreement. Immediately upon
effectiveness of the exchange of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the appropriate number of Preferred Shares or substitute
securities or assets per Right.



The Corporation may, but shall not be required to, issue fractions of Preferred Shares or
distribute certificates which evidence fractions of Preferred Shares upon the exercise of any Right
or Rights evidenced hereby. In lieu of issuing fractional shares, the Corporation may elect



 


B-2









 







to make a cash payment as provided in the Rights Agreement for fractions of a share other than
one one-thousandth (1/1000th) of a share (as such fraction may be adjusted as provided in the
Rights Agreement) or any integral multiple thereof or to issue certificates or utilize a depository
arrangement as provided in the terms of the Rights Agreement and the Preferred Shares.



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



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



[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]



 


B-3









 







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



	 	 	 	 	 	 	 	 	 	 	 
	[SEAL]	 	 	 	UNIVEST CORPORATION OF PENNSYLVANIA	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name:
	 	 
	 	 	 	 

Name:
	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Countersigned:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BROADRIDGE CORPORATE ISSUER SOLUTIONS,
INC., As Rights Agent	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 	 	 





 


B-4









 





[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 Corporation, with full power of substitution.




Dated:  _____,
 _____,



                                       
                              
           

Signature





Signature Medallion Guaranteed:



Signatures must be medallion guaranteed by a member firm of a registered national securities
exchange, a member of FINRA, or a commercial bank or trust company having an office or
correspondent in the United States.



CERTIFICATE





The undersigned hereby certifies by checking the appropriate boxes that:



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



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




Dated:
 _____,
 _____,



                                       
                              
           

Signature



 


B-5









 







NOTICE




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



In the event the certificate set forth above in the Form of Assignment is not properly
completed or the Form of Certificate are not duly executed, the Corporation and the Rights Agent
will deem the Beneficial Owner of the Rights represented by this Rights Certificate to be an
Acquiring Person (or an Affiliate or Associate of such Acquiring Person), and such Assignment will
not be honored.



FORM OF ELECTION TO PURCHASE




(To be executed by the registered holder

if such holder desires to exercise Rights

represented by the Rights Certificate.)





To Univest Corporation of Pennsylvania:



The undersigned hereby irrevocably elects to exercise
 _____ 
Rights represented by this Rights
Certificate to purchase the Preferred Shares (or other Issuable Securities) issuable upon the
exercise of such Rights and requests that certificates representing such shares or other securities
be issued in the name of:




Please insert social security or other identifying number
                                        
                 
                       




 





(Please print name and address)




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




Please insert social security or other identifying number
                                        
                 
                       




 





(Please print name and address)




Dated:
 _____,
 _____,



                                       
                              
           

Signature




Signature Medallion Guaranteed:



Signatures must be medallion guaranteed by a member firm of a registered national securities
exchange, a member of FINRA, or a commercial bank or trust company having an office or
correspondent in the United States.


 


B-6









 





CERTIFICATE





The undersigned hereby certifies by checking the appropriate boxes that:



(1) the Rights represented by this Rights Certificate o is or o is not being sold, assigned
or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or
Associate of such Acquiring Person, and



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




Dated:
 _____,
 _____,



          
                                                             
        

Signature




NOTICE




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



In the event the Certificate set forth above in the Form of Election to Purchase is not
properly completed or the Form or Certificate are not duly executed, the Corporation and the Rights
Agent will deem the Beneficial Owner of the Rights represented by this Rights Certificate to be an
Acquiring Person or an Affiliate or Associate of such Acquiring Person and such Election to
Purchase will not be honored.



 


B-7









 







Exhibit C




SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES




On September 30, 2011, the Board of Directors (the “Board”) of Univest Corporation of
Pennsylvania, a Pennsylvania corporation (the “Company”), declared a dividend distribution of a
right (a “Right”) for each outstanding share of the Company’s voting common stock, par value $5.00
per share (the “Common Stock”), to shareholders of record at the close of business on October 10,
2011 (the “Record Date”), and with respect to shares of Common Stock (“Common Shares”) issued
thereafter until the Distribution Date (as defined below) and, in certain circumstances (described
below), 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 (1/1000th) of a share of the Company’s Series A Junior Participating
Preferred Stock, par value $5.00 per share (the “Preferred Stock”), at a per-share Exercise Price
of $70.00 in cash, subject to adjustment (as so adjusted, the “Exercise Price”). The description
and terms of the Rights are as set forth in that certain Shareholder Rights Agreement, made and
entered into as of September 30, 2011 (as amended, supplemented or otherwise modified from time to
time, the “Rights Agreement”), by and between the Company and Broadridge Corporate Issuer
Solutions, Inc., as Rights Agent (together with its permitted successors in such capacity, the
“Rights Agent”).



Initially, the Rights will attach to all Common Stock certificates representing shares then
outstanding, and no separate certificates representing Rights will be distributed. The Rights will
separate from the Common Stock and a “Distribution Date” will occur ten days (or such longer time
as the Board may determine) following the earlier to occur of:



(1) the first date of public announcement or disclosure that a person has become an
“Acquiring Person” as a result of such person either (a) becoming the beneficial owner of 15.0% or
more of the outstanding Common Shares as a result of an acquisition of beneficial ownership of
Common Shares, except pursuant to a Permitted Acquisition (defined below) or (b) acquiring
additional beneficial ownership of the Common Shares, except pursuant to a Permitted Acquisition,
at a time when such person beneficially owns 15.0% or more of the outstanding Common Shares; and



(2) the commencement of, or first public disclosure of an intention to commence, a tender or
exchange offer for outstanding Common Stock which would result in a person or group becoming the
beneficial owner of more than 15.0% of the outstanding Common Stock of the Company



A “Permitted Offer” is a tender or exchange offer which is for all outstanding Common Shares
at a price and on terms which a majority of certain members of the Board determines to be adequate
and in the best interests of the Company and its shareholders (excluding the interests of such
Acquiring Person and its affiliates and associates).



A “Permitted Acquisition” is the acquisition of Common Shares directly from the Company,
including by way of a dividend or distribution on the Common Shares, the vesting of stock options,
restricted stock or restricted stock units, in each case, granted under any employee benefit or
compensation plan of the Company, or pursuant to a Permitted Offer.



Until the Distribution Date (or earlier redemption or expiration of the Rights), (i) the
Rights will be represented by the Common Stock certificates and will be transferred with and



 


 









 







only with such Common Stock certificates, (ii) new Common Stock certificates issued after the
Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating
the Rights Agreement by reference and (iii) the surrender for transfer of any certificates
representing Common Stock outstanding, even without such notation, will also constitute the
transfer of the Rights associated with the Common Stock represented by such certificate.



The Rights are not exercisable until the Distribution Date and will expire at the close of
business on September 30, 2021, unless earlier redeemed or exchanged by the Company as described
below.



As soon as practicable after the Distribution Date, separate certificates representing the
Rights (“Rights Certificates”) will be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date (other than to any Acquiring Person or any associate or
affiliate thereof), and thereafter such separate Rights Certificates alone will represent the
Rights. Except as otherwise determined by the Company and except in connection with Common Shares
issued after the Distribution Date upon the exercise of employee stock options, under other
employee stock benefit plans, or upon the exercise, conversion or exchange of warrants or
convertible securities (other than Rights), only Common Shares issued prior to the Distribution
Date will be issued with Rights.



In the event any Person becomes an Acquiring Person, except pursuant to a Permitted Offer, in
each case also known as an “Acquiring Person Event”, each holder of a Right will thereafter have
the right to receive, upon exercise thereof, for the Exercise Price, that number of one
one-thousandths (1/1000ths) of a share of Preferred Stock (“Preferred Share”) equal to the number
of shares of Common Stock which at the time of the applicable triggering transaction would have a
market value of twice the Exercise Price. The Board may, in its discretion, issue substitute
securities, including common shares, in whole or in part, for the Preferred Shares.
Notwithstanding any of the foregoing, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by an Acquiring Person (or an affiliate
or associate thereof) will be null and void.



In the event that, at any time following an Acquiring Person Event, (i) the Company merges or
combines into or with any Acquiring Person or any of their affiliates, associates or other related
persons, or any other person if all shareholders of the Company are not treated alike, other than
certain restructurings not resulting in any change of control of the Company or (ii) 50% or more of
the Company’s assets or earning power is sold or transferred in one or a series of related
transactions, each holder of a Right (except Rights which previously have been voided as set forth
above) will thereafter have the right to receive, upon exercise at the initial exercise price of
the Right, that number of shares of common stock of the acquiring company which equals the Exercise
Price divided by one-half of the current market price (as defined in the Rights Agreement) of such
common stock at the date of the occurrence of the event. The events set forth in this paragraph
and in the preceding paragraph are referred to as the “Triggering Events”.



The Company may redeem the Rights in whole but not in part, at a redemption price of $0.001
per Right (payable in cash, Preferred or Common Shares or other consideration deemed appropriate by
the Board), at any time until the tenth business day following public announcement of an Acquiring
Person Event. At any time prior to the date that the rights have become nonredeemable, the Board
can extend the redemption period. Immediately upon



 


 









 






effectiveness of the redemption of the Rights, the Rights will terminate and the only right of
the holders of Rights will be to receive the redemption price of the $0.001 per Right.


After the occurrence of an Acquiring Person Event, the Company may at any time exchange the
Rights (other than Rights owned by an Acquiring Person, which would have become void), in whole or
in part, for consideration per Right consisting of one-half of the Preferred Shares that would be
issuable at such time upon the exercise of one Right pursuant to the terms of the Rights Agreement
(or, under certain circumstances, an equivalent value in cash, common shares or other securities).
Immediately upon effectiveness of the exchange of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the appropriate number of Preferred Shares
or substitute securities or assets per Right.



The Exercise Price payable, and the number of Preferred Shares or other securities or property
issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a dividend of Common Shares on, or a split, subdivision, combination,
consolidation or reclassification of, the Common Shares, (ii) if holders of the Common Shares are
granted certain rights, options or warrants to subscribe for or purchase Preferred Shares at, or
securities convertible into Preferred Shares or Common Share Equivalents with a conversion price
less than the then-current market price of the Common Shares or (iii) upon the distribution to
holders of the Common Shares of evidences of indebtedness, cash (excluding regular quarterly cash
dividends), assets or subscription rights or warrants (other than those referred to above).



With certain exceptions, no adjustment in the Exercise Price will be required until cumulative
adjustments amount to at least one percent (1%) of the Exercise Price. The Preferred Shares are
authorized to be issued in fractions in integral multiple of one one-thousandth (1/1000th) of a
Preferred Share. The Company may, but is not required to, issue fractions of shares upon the
exercise of Rights, and in lieu of fractional shares, the Company may make a cash payment based on
the market price of such shares on the first trading date prior to the date of exercise or utilize
a depositary arrangement as provided by the terms of the Preferred Shares.



All of the provisions of the Rights Agreement may be amended by the Board prior to the
Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, defect or inconsistency, to make changes which
do not adversely affect the interests of holders of Rights (excluding the interests of any
Acquiring Person and its affiliates and associates), or, subject to certain limitations, to shorten
or lengthen any time period under the Rights Agreement.



Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder
of the Company, including the right to vote or to receive dividends. While the distribution of the
Rights will not be taxable to shareholders or to the Company, shareholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become exercisable for
Preferred Shares (or other consideration) of the Company or for shares of common stock of the
acquiring company as set forth above.