EX-4.3 RIGHTS AGREEMENT



 





Exhibit 4.3




Execution Version




GRAPHIC PACKAGING HOLDING COMPANY




and




WELLS FARGO BANK, NATIONAL ASSOCIATION




 






RIGHTS AGREEMENT




Dated as of March 10, 2008




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	Section 1. Certain Definitions
	 	 	1	 
	 
	 	 	 	 
	Section 2. Appointment of Rights Agent
	 	 	6	 
	 
	 	 	 	 
	Section 3. Issuance of Right Certificates
	 	 	6	 
	 
	 	 	 	 
	Section 4. Form of Right Certificates
	 	 	8	 
	 
	 	 	 	 
	Section 5. Countersignature and Registration
	 	 	8	 
	 
	 	 	 	 
	Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated,
Destroyed, Lost or Stolen Right Certificates
	 	 	8	 
	 
	 	 	 	 
	Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights
	 	 	9	 
	 
	 	 	 	 
	Section 8. Cancellation of Right Certificates
	 	 	10	 
	 
	 	 	 	 
	Section 9. Reservation and Availability of Capital Stock
	 	 	10	 
	 
	 	 	 	 
	Section 10. Preferred Stock Record Date
	 	 	11	 
	 
	 	 	 	 
	Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights
	 	 	12	 
	 
	 	 	 	 
	Section 12. Certificate of Adjusted Purchase Price or Number of Shares
	 	 	17	 
	 
	 	 	 	 
	Section 13. Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power
	 	 	18	 
	 
	 	 	 	 
	Section 14. Fractional Rights and Fractional Shares
	 	 	19	 
	 
	 	 	 	 
	Section 15. Rights of Action
	 	 	20	 
	 
	 	 	 	 
	Section 16. Agreement of Right Holders
	 	 	21	 
	 
	 	 	 	 
	Section 17. Right Certificate Holder Not Deemed a Stockholder
	 	 	21	 
	 
	 	 	 	 
	Section 18. Concerning the Rights Agent
	 	 	21	 
	 
	 	 	 	 
	Section 19. Merger or Consolidation or Change of Name of Rights Agent
	 	 	22	 
	 
	 	 	 	 
	Section 20. Duties of Rights Agent
	 	 	22	 
	 
	 	 	 	 
	Section 21. Change of Rights Agent
	 	 	24	 
	 
	 	 	 	 
	Section 22. Issuance of New Right Certificates
	 	 	24	 
	 
	 	 	 	 
	Section 23. Redemption
	 	 	25	 
	 
	 	 	 	 
	Section 24. Exchange
	 	 	25	 
	 
	 	 	 	 
	Section 25. Notice of Certain Events
	 	 	26	 
	 
	 	 	 	 
	Section 26. Notices
	 	 	27	 
	 
	 	 	 	 
	Section 26. Notices
	 	 	27	 
	 
	 	 	 	 
	Section 27. Supplements and Amendments
	 	 	27	 
	 
	 	 	 	 
	Section 28. Successors
	 	 	28	 
	 
	 	 	 	 
	Section 29. Determinations and Actions by the Board of Directors, etc.
	 	 	28	 
	 
	 	 	 	 
	Section 30. Benefits of this Agreement
	 	 	28	 
	 
	 	 	 	 
	Section 31. Severability
	 	 	29	 
	 
	 	 	 	 
	Section 32. Governing Law
	 	 	29	 
	 
	 	 	 	 
	Section 33. Counterparts
	 	 	29	 






 









 






	 	 	 	 	 
	 
	 	 	 	 
	Section 34. Descriptive Headings
	 	 	29	 
	 
	 	 	 	 
	Exhibit A — Form of Certificate of Designation
	 	 	1	 
	 
	 	 	 	 
	Exhibit B — Form of Right Certificate
	 	 	1	 
	 
	 	 	 	 
	Exhibit C —  Summary of Rights to Purchase Preferred Stock
	 	 	1	 







ii









 








RIGHTS AGREEMENT




     This Rights Agreement, dated as of March 10, 2008 (the “Agreement”), between Graphic Packaging
Holding Company, a Delaware corporation (the “Corporation”), and Wells Fargo Bank, National
Association, a national banking association (the “Rights Agent”),



WITNESSETH:




     WHEREAS, the Board of Directors of the Corporation has authorized the issuance of one Right
(each, a “Right”) as a dividend on each share of Common Stock (as hereinafter defined) of the
Corporation outstanding immediately after the consummation of the transactions contemplated by the
Transaction Agreement and Agreement and Plan of Merger, dated as of July 9, 2007, by and among
Giant, Bluegrass Container Holdings, LLC, TPG Bluegrass IV, LP, TPG Bluegrass IV-AIV 2, LP, TPG
Bluegrass V, LP, TPG Bluegrass V-AIV 2, LP, Field Holdings, Inc., BCH Management, LLC, TPG FOF V-A,
L.P., TPG FOF V-B, L.P., the Corporation (f/k/a New Giant Corporation) and Giant Merger Sub, Inc.
(the “Transaction Agreement” and the date of such issuance the “Record Date”), each Right initially
representing the right to purchase one one-thousandth of a share of Series A Junior Participating
Preferred Stock, par value $0.01 per share (as such number may be adjusted pursuant to the
provisions of this Agreement) of the Corporation having the rights and preferences set forth in the
Certificate of Designation attached hereto as Exhibit A, upon the terms and subject to the
conditions hereinafter set forth, and has further authorized and directed the issuance of one Right
(as such number may be adjusted pursuant to the provisions of this Agreement) with respect to each
share of Common Stock that shall become outstanding (whether originally issued or delivered from
the Corporation’s treasury) between the Record Date and the earlier of the Distribution Date and
the Expiration Date (as such terms are hereinafter defined), and in certain circumstances after the
Distribution Date;



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



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




(a) “Acquiring Person” shall mean any Person who or which, together with all Affiliates and
Associates of such Person, shall be the Beneficial Owner of 15% or more of the shares of Common
Stock of the Corporation then outstanding, but shall not include any Exempt Person; provided,
however, an “Acquiring Person” shall also not include any Grandfathered Person, unless such
Grandfathered Person shall become, at any time after the Grandfathered Time, the Beneficial
Owner of more than the Grandfathered Percentage of the shares of Common Stock of the
Corporation applicable to such Grandfathered Person. Notwithstanding the foregoing:




(i) no Person shall become an “Acquiring Person” as the result of an acquisition of shares
of Common Stock by the Corporation which, by reducing the number of shares of Common Stock
outstanding, increases the proportionate number of shares Beneficially Owned by such Person
to 15% or more of the shares of Common Stock of the Corporation then outstanding (or, in
the case of a Grandfathered Person, a percentage of the shares of the Common Stock of the
Corporation greater than the Grandfathered Percentage applicable to such Grandfathered
Person), provided, however, that if a Person shall become the Beneficial Owner of 15% or
more of the shares of Common Stock of the Corporation (or, in the case of a Grandfathered
Person, of a percentage of the shares of the Common Stock of the Corporation greater than
the Grandfathered Percentage applicable to such Grandfathered Person) by reason of share
purchases by the Corporation and shall, after such share purchases by the Corporation,
become the Beneficial Owner of any additional shares of Common Stock of the Corporation
(other than from the Corporation pursuant



 









 







to a stock dividend, reclassification or stock split), then such Person shall be deemed to
be an “Acquiring Person” unless, upon becoming the Beneficial Owner of such additional
shares of Common Stock of the Corporation, such Person is not then the Beneficial Owner of
15% or more of the shares of Common Stock of the Corporation then outstanding (or, in the
case of a Grandfathered Person, of a percentage of the shares of the Common Stock of the
Corporation greater than the Grandfathered Percentage applicable to such Grandfathered
Person);




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




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




(iv) no Person shall become an “Acquiring Person” by virtue of beneficial ownership of
Common Stock of the Corporation by any Affiliate and/or Associate of such Person, which
Affiliate and/or Associate is a Grandfathered Person or other party to the Stockholders
Agreement and such Grandfathered Person or other party to the Stockholders Agreement has
not become an Acquiring Person; and




(v) to the extent that any Grandfathered Persons, former Grandfathered Persons or Permitted
Transferees are subject to the Stockholders Agreement and to the extent that such Persons
as parties to the Stockholders Agreement could be deemed a “group” (as such term is used in
Rule 13d-5 of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), as in effect on the date of this Agreement), (x) no
Grandfathered Person shall become an “Acquiring Person” unless and until such Grandfathered
Person becomes the Beneficial Owner of more than the Grandfathered Percentage of the shares
of Common Stock of the Corporation applicable to such Grandfathered Person without
including the number of shares Beneficially Owned by the other parties to the Stockholders
Agreement attributable to such Grandfathered Person by virtue of the Stockholders Agreement
and (y) no former Grandfathered Person or Permitted Transferee party to the Stockholders
Agreement shall become an “Acquiring Person” unless and until such Person would be an
Acquiring Person without taking into account the number of shares Beneficially Owned by the
other parties to the Stockholders Agreement attributable to such Person by virtue of the
Stockholders Agreement.




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




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




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




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




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



2









 






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




(ii) which such Person or any of such Person’s Affiliates or Associates, directly or
indirectly, has the right to acquire (whether such right is exercisable immediately or only
after the passage of time) pursuant to any agreement, arrangement or understanding (whether
or not in writing), or upon the exercise of conversion rights, exchange rights, rights,
warrants or options, or otherwise; provided, however, that a Person shall not be deemed the
“Beneficial Owner” of, or to “beneficially own,” (A) securities tendered pursuant to a
tender or exchange offer made by or on behalf of such Person or any of such Person’s
Affiliates or Associates until such tendered securities are accepted for payment or
exchange, or (B) securities issuable upon exercise of Rights at any time prior to the
occurrence of a Section 11(a)(ii) Event or a Section 13 Event, or (C) securities issuable
upon exercise of Rights from and after the occurrence of a Section 11(a)(ii) Event or a
Section 13 Event, which Rights were acquired by such Person or any of such Person’s
Affiliates or Associates prior to the Distribution Date or pursuant to Section 3(a) or
Section 22 hereof (“Original Rights”) or pursuant to Section 11(i) hereof in connection
with an adjustment made with respect to any Original Rights;




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




(iv) which are beneficially owned, directly or indirectly, by any other Person (or any
Affiliate or Associate thereof) and with respect to which such Person or any of such
Person’s Affiliates or Associates has any agreement, arrangement or understanding (whether
or not in writing) for the purpose of acquiring, holding, voting (except pursuant to a
revocable proxy or consent as described in the proviso to subparagraph (iii) of this
paragraph (f)) or disposing of such securities of the Corporation; provided, however, that
nothing in this paragraph (f) shall cause a person engaged in business as an underwriter of
securities to be the “Beneficial Owner” of, or to “beneficially own,” any securities
acquired through such person’s participation in good faith in a firm commitment
underwriting until the expiration of forty days after the date of such acquisition.




Notwithstanding anything to the contrary in this Agreement, (A) the Stockholders Agreement
shall be disregarded, and treated as if such agreement did not exist, for purposes of
determining whether a Person beneficially owns any securities of the Corporation; and (B)
the phrase “then outstanding,” when used with reference to a Person’s Beneficial Ownership
of 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 own beneficially hereunder.




(g) “Book-Entry” shall mean an uncertificated book entry for the Corporation’s Common Stock.




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




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




(j) “Certificate of Designation” shall mean the Certificate of Designation of Series A Junior
Participating Preferred Stock setting forth the powers, preferences, rights, qualifications,
limitations



3









 







and restrictions of such series of preferred stock of the Corporation, a copy of
which is attached hereto as Exhibit A.




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




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




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




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




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




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




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




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




(s) “Exchange Act” shall have the meaning set forth in Section 1(a)(v) hereof.




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




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




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




(w) “Family Stockholders” shall have the meaning given to such term in the Stockholders
Agreement.




(x) “Family Stockholder Group” shall mean collectively any and all of the Family Stockholders
and any Person to whom a Family Stockholder transfers Common Stock pursuant to Section 3.2 of
the Stockholders Agreement.




(y) “Final Expiration Date” shall have the meaning set forth in Section 7(a) hereof.




(z) “Grandfathered Percentage” shall mean the following percentages of the outstanding shares
of Common Stock of the Corporation: in the case of (i) TPG, 40.0%, until such time as TPG shall
sell, transfer or otherwise dispose of any outstanding shares of Common Stock of the
Corporation such that TPG, together with its Affiliates and Associates, Beneficially Owns less
than 25.0% of the outstanding shares of Common Stock of the Corporation, and then, 25.0% and
(ii) the Family Stockholder Group, 19.0%.




(aa) “Grandfathered Person” shall mean either the Family Stockholder Group or TPG for so long
as each such Person, together with its respective Affiliates and Associates, shall be the
Beneficial Owner of greater than 15% of the shares of Common Stock of the Corporation then
outstanding



4









 







(without including the number of shares Beneficially Owned by the other parties to
the Stockholders Agreement attributable to such Grandfathered Person by virtue of the
Stockholders Agreement), provided that such Person shall cease to be a Grandfathered Person at
such time when such Person, together with its respective Affiliates and Associates, shall
become the Beneficial Owner of less than 15% of the shares of Common Stock of the Corporation
then outstanding (without including the number of shares Beneficially Owned by the other
parties to the Stockholders Agreement attributable to such Grandfathered Person by virtue of
the Stockholders Agreement).




(bb) “Grandfathered Time” shall mean the Effective Time (as such term is defined in the
Transaction Agreement.




(cc) “Independent Director” means a director who is determined by the Board of Directors (i)
not to be an officer or employee of the Corporation or any of its Affiliates, (ii) not to be an
officer or employee of any Stockholder or any of such Stockholder’s Affiliates or, if such
Stockholder is a trust, a direct or indirect beneficiary of such trust and (iii) to meet the
standards of independence under applicable law and the requirements applicable to companies
listed on the New York Stock Exchange.




(dd) “Original Rights” shall have the meaning set forth in Section 1(f)(ii) hereof.




(ee) “Ownership Statements” shall have the meaning set forth in Section 3(a) hereof.




(ff) “Permitted Transferee” shall have the meaning given to such term in the Stockholders
Agreement.




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




(hh) “Post-Event Transferee” shall have the meaning set forth in Section 7(e) hereof.




(ii) “Pre-Event Transferee” shall have the meaning set forth in Section 7(e) hereof.




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




(kk) “Principal Party” shall have the meaning set forth in Section 13(b) hereof.




(ll) “Purchase Price” shall have the meaning set forth in Section 4 hereof.




(mm) “Record Date” shall have the meaning set forth in the WHEREAS clause at the beginning of
this Agreement.




(nn) “Redemption Price” shall have the meaning set forth in Section 23(a) hereof.




(oo) “Right Certificate” shall have the meaning set forth in Section 3(a) hereof.




(pp) “Rights” shall have the meaning set forth in the WHEREAS clause at the beginning of this
Agreement.




(qq) “Rights Agent” shall have the meaning set forth in the first paragraph of this Agreement.




(rr) “Section 11(a)(ii) Event” shall have the meaning set forth in Section 11(a)(ii) hereof.




(ss) “Section 13 Event” shall have the meaning set forth in Section 13(a) hereof.




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



5









 






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




(vv) “Stockholder” shall have the meaning set forth in the Stockholders Agreement.




(ww) “Stockholders Agreement” shall mean the Stockholders Agreement, dated as of July 9, 2007,
by and among the Corporation, the Family Stockholders, Field Holdings, Inc., the CDR Fund, EXOR
and TPG.




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




(yy) “Substitution Period” shall have the meaning set forth in Section 11(a)(iii) hereof.




(zz) “TPG” shall mean collectively any and all of the following Persons: TPG Bluegrass IV, LP,
TPG Bluegrass IV-AIV 2, LP, TPG Bluegrass V, LP, TPG Bluegrass V-AIV 2, LP, TPG FOF V-A, L.P.,
TPG FOF V-B, L.P., TPG Bluegrass IV, Inc., TPG Bluegrass V, Inc., TPG Bluegrass IV —AIV 1, LP,
TPG Bluegrass V-AIV 1, LP and any Person to whom any of the foregoing Persons transfers Common
Stock pursuant to Section 3.2 of the Stockholders Agreement.




(aaa) “Trading Day” shall have the meaning set forth in Section 11(d)(i) hereof.




(bbb) “Transaction Agreement” shall have the meaning set forth in the WHEREAS clause at the
beginning of this Agreement.



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



     Section 3. Issuance of Right Certificates.




(a) Until the earlier of the Close of Business on (i) the tenth day after the date on which the
Stock Acquisition Time occurs, or (ii) the tenth Business Day (or such specified or unspecified
later date on or after the Record Date as may be determined by action of the Board of Directors
of the Corporation prior to such time as any Person becomes an Acquiring Person) after the
commencement by any Person (other than an Exempt Person) of, or the first public announcement
of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange
offer for an amount of Common Stock of the Corporation which, together with the shares of such
stock already owned by such Person, would result in such Person becoming an Acquiring Person
(including any such date that is after the date of this Agreement and prior to the issuance of
the Rights) (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”),
(x) the Rights will be evidenced (subject to Section 3(b) hereof) by a current ownership
statement issued with respect to uncertificated shares of Common Stock in lieu of a stock
certificate (an “Ownership Statement”), or by the certificates for shares of Common Stock of
the Corporation registered in the names of the holders thereof, and not by separate
Book-Entries and Ownership Statements or by separate Rights Certificates, and (y) the Rights


6









 






will be transferable only in connection with the transfer of the underlying Common Stock. As
soon as practicable after the Distribution Date, the Rights Agent will send, by first-class,
insured, postage-prepaid mail, to each record holder of Common Stock of the Corporation as of
the Close of Business on the Distribution Date, at the address of such holder shown on the
records of the Corporation, a Right Certificate, in substantially the form of Exhibit B hereto
(a “Right Certificate”), evidencing one Right for each share of Common Stock of the Corporation
so held, subject to adjustment and to the provisions of Section 14(a) hereof. As of the Close
of Business on the Distribution Date, the Rights will be evidenced solely by such Right
Certificates.




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




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




     This [certificate][statement] also evidences and entitles the holder hereof to certain
Rights as set forth in a Rights Agreement between the Corporation and Wells Fargo Bank,
National Association, as it may be amended from time to time (the “Rights Agreement”), the
terms of which are hereby incorporated herein by reference and a copy of which is on file
at the principal executive offices of the Corporation. Under certain circumstances, as set
forth in the Rights Agreement, such Rights will be evidenced by separate certificates and
will no longer be evidenced by this [certificate][statement]. The Corporation will mail to
the holder of this [certificate][statement] a copy of the Rights Agreement (as in effect on
the date of mailing) without charge promptly after receipt of a written request therefor.
Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by
an Acquiring Person, or any Associate or Affiliate thereof (as such terms are defined in
the Rights Agreement), whether currently held by or on behalf of such Person or by any
subsequent holder, may become null and void.



     With respect to such certificates (or Ownership Statements) containing the foregoing legend,
until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated
with the Common Stock of the Corporation represented by such certificates or evidenced by such
Ownership Statements shall be evidenced by such certificates or Ownership Statements alone and
registered holders of Common Stock of the Corporation shall also be the registered holders of the
associated Rights, and the surrender for transfer of any of such certificates shall also constitute
the transfer of the Rights associated with the Common Stock of the Corporation represented by such
certificates or Ownership Statements. In the event that the Corporation purchases or acquires any
Common Stock of the Corporation after the Record Date but prior to the Close of Business on the
Distribution Date, any Rights associated with such Common Stock of the Corporation shall be deemed
canceled and retired upon cancellation of such Common Stock, and the Corporation shall not be
entitled to exercise any Rights associated with any Common Stock of the Corporation which are no
longer outstanding or held in treasury.





7








 






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



     Section 4. Form of Right Certificates.



     The Right Certificates (and the forms of election to purchase, certification and assignment to
be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B
hereto and may have such marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any applicable law or
with any rule or regulation made pursuant thereto or with any rule or regulation of any stock
exchange or national market system on which the Rights may from time to time be listed, or to
conform to usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates,
whenever distributed, on their face shall entitle the holders thereof to purchase such number of
one one-thousandths of a share of Preferred Stock as shall be set forth therein at
the price per one one-thousandths of a share of Preferred Stock set forth therein (the
“Purchase Price”), but the amount and type of securities purchasable upon the exercise of each
Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreement.



     Section 5. Countersignature and Registration.




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




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



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




(a) Subject to the provisions of Sections 7(e) and 14 hereof, at any time after the Close of
Business on the Distribution Date, and at or prior to the Close of Business on the Expiration
Date, any Right Certificate or Right Certificates (other than Rights Certificates representing
Rights that have been exchanged pursuant to Section 24 hereof) may be transferred, split up,
combined or exchanged for another Right Certificate or Right Certificates, entitling the
registered holder to purchase a like number of shares of Preferred Stock (or other securities,
cash or assets, as the case may be) as the Right Certificate or Right Certificates surrendered
then entitled such holder (or former holder in the case of a transfer) to purchase. Any
registered holder desiring to transfer, split up, combine or exchange any Right Certificate or
Right Certificates shall make such request in writing delivered to the Rights Agent, and shall
surrender the Right Certificate or Right Certificates to be transferred, split up, combined or
exchanged at the office of the Rights Agent designated for such purpose. Neither the



8









 





Rights
Agent nor the Corporation shall be obligated to take any action whatsoever with respect to the
transfer of any such surrendered Right Certificate or Right Certificates until the registered
holder shall have completed and signed the certificate contained in the form of assignment on
the reverse side of such Right Certificate or Right Certificates and shall have provided such
additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or
Affiliates or Associates thereof as the Corporation shall reasonably request. Thereupon the
Rights Agent shall, subject to Sections 7(e) and 14 hereof, countersign and deliver to the
Person entitled thereto a Right Certificate or Right Certificates, as the case may be, as so
requested. The Corporation may require payment from the holders of Right Certificates of a sum
sufficient to cover any tax or governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of such Right Certificates.


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



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




(a) Subject to Section 7(e) and Section 24 hereof, the registered holder of any Right
Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein
including, without limitation, the restrictions on exercisability set forth in Sections 9(c),
11(a)(iii) and 23(a) hereof) in whole or in part at any time after the Distribution Date upon
surrender of the Right Certificate, with the form of election to purchase and certificate on
the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent
designated for such purpose, together with payment of the Purchase Price for each one
one-thousandth of a share of Preferred Stock as to which the Rights are exercised, at or prior
to the earliest of (i) the Close of Business on March 10, 2018 (the “Final Expiration Date”),
(ii) the time at which the Rights are redeemed as provided in Section 23 or (iii) the time at
which the Rights are exchanged and terminate as provided in Section 24 (the earliest of (i),
(ii) and (iii) being herein referred to as the “Expiration Date”).




(b) The Purchase Price for each one one-thousandth of a share of Preferred Stock issued
pursuant to the exercise of a Right shall initially be $20.00, shall be subject to adjustment
from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money
of the United States of America in accordance with paragraph (c) below.




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



9









 







be delivered to or upon the order of the registered holder of such Right
Certificate, registered in such name or names as may be designated by such holder, and (v) when
appropriate, after receipt, promptly deliver such cash or other assets to or upon the order of
the registered holder of such Right Certificate.




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




(e) Notwithstanding anything in this Agreement to the contrary, from and after the occurrence
of a Section 11(a)(ii) Event, any Rights that are or were formerly beneficially owned on or
after the earlier of the date of such event or the Distribution Date by (i) an Acquiring Person
or any Affiliate or Associate of an Acquiring Person, (ii) a transferee of any such Acquiring
Person (or of any such Affiliate or Associate) who becomes a transferee after such Acquiring
Person becomes such (a “Post-Event Transferee”), (iii) a transferee of any such Acquiring
Person (or of any such Affiliate or Associate) who becomes a transferee prior to or
concurrently with such Acquiring Person becoming such and receives such Rights pursuant to
either (A) a transfer (whether or not for consideration) from such Acquiring Person to holders
of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person
has any continuing agreement, arrangement or understanding regarding the transferred Rights or
(B) a transfer which the Board of Directors of the Corporation has determined is part of a
plan, arrangement or understanding which has as a primary purpose or effect the avoidance of
this Section 7(e) (a “Pre-Event Transferee”) or (iv) any subsequent transferee receiving
transferred Rights from a Post-Event Transferee or a Pre-Event Transferee, either directly or
through one or more immediate transferees, shall be null and void without any further action,
and no holder of such Rights shall have any rights whatsoever with respect to such Rights,
whether under any provision of this Agreement or otherwise. The Corporation shall use all
reasonable efforts to ensure that the provisions of this Section 7(e) are complied with, but
shall have no liability to any holder of Right Certificates or other Person as a result of its
failure to make any determinations with respect to an Acquiring Person or any of its
Affiliates, Associates or transferees hereunder.




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



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



     Section 9. Reservation and Availability of Capital Stock.




(a) The Corporation covenants and agrees that it will cause to be reserved and kept available
out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of
a Section 11(a)(ii) Event or a Section 13 Event, out of its authorized and unissued shares of
Common Stock or other securities or out of its authorized and issued shares held in its
treasury), the number of shares of Preferred Stock (and, following the occurrence of a Section
11(a)(ii) Event or a Section 13



10









 







Event, Common Stock of the Corporation or other securities)
that, as provided in this Agreement, will be sufficient to permit the exercise in full of all
outstanding Rights.




(b) So long as the Preferred Stock (and, following the occurrence of a Section 11(a)(ii) Event
or a Section 13 Event, Common Stock of the Corporation or other securities) issuable upon the
exercise of Rights may be listed on any national securities exchange, the Corporation shall use
its best efforts to cause, from and after such time as the Rights become exercisable, all
shares reserved for such issuance to be listed on such exchange upon official notice of
issuance upon such exercise.




(c) The Corporation shall use its best efforts to (i) file, as soon as practicable following
the earliest date after the occurrence of a Section 11(a)(ii) Event or a Section 13 Event in
which the consideration to be delivered by the Corporation upon exercise of the Rights has been
determined in accordance with this Agreement, or as soon as is required by law following the
Distribution Date, as the case may be, a registration statement under the Securities Act of
1933, as amended (the “Act”), with respect to the securities purchasable upon exercise of the
Rights on an appropriate form, (ii) cause such registration statement to become effective as
soon as practicable after such filing and (iii) cause such registration statement to remain
effective (with a prospectus at all times meeting the requirements of the Act) until the
earlier of (A) the date as of which the Rights are no longer exercisable for such securities
and (B) the Expiration Date. The Corporation will also take such action as may be appropriate
under, or to ensure compliance with, the securities or “blue sky” laws of the various states in
connection with the exercisability of the Rights. The Corporation may, acting by resolution of
its Board of Directors, temporarily suspend, for a period of time not to exceed 90 days after
the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability
of the Rights in order to prepare and file such registration statement and permit it to become
effective. Upon any such suspension, the Corporation shall issue a public announcement stating
that the exercisability of the Rights has been temporarily suspended, as well as a public
announcement at such time as the suspension is no longer in effect. Notwithstanding any
provision of this Agreement to the contrary, the Rights shall not be exercisable in any
jurisdiction if the requisite qualifications in such jurisdiction shall not have been obtained
or an exemption therefrom shall not be available.




(d) The Corporation covenants and agrees that it will take all such action as may be necessary
to ensure that all one one-thousandths of a share of Preferred Stock (and, following the
occurrence of a Section 11(a)(ii) Event or a Section 13 Event, Common Stock of the Corporation
or other securities) delivered upon exercise of Rights shall, at the time of delivery of the
certificates for such shares (subject to payment of the Purchase Price), be duly and validly
authorized and issued and fully paid and nonassessable.




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



     Section 10. Preferred Stock Record Date. Each Person in whose name any certificate for a
number of one one-thousandths of a share of Preferred Stock (or shares of Common Stock of the
Corporation or other securities, as the case may be) is issued upon the exercise of Rights shall
for all purposes be deemed to have become the holder of record of shares of Preferred Stock (or
shares of Common Stock of the Corporation or other securities, as the case may be) represented
thereby on, and such certificate shall be dated, the date upon which the Right Certificate
evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable
transfer taxes) was made; provided, however, that if the date of



11









 







such surrender and payment is
a date upon which the Corporation’s transfer books for the Preferred Stock (or Common Stock or
other securities, as the case may be) are closed, such Person shall be deemed to have become the
record holder of such shares (fractional and otherwise) on, and such certificate shall be dated,
the next succeeding Business Day on which the Corporation’s transfer books for the Preferred Stock
(or Common Stock or other securities, as the case may be) are open. Prior to the exercise of the
Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of
a stockholder of the Corporation with respect to shares for which the Rights shall be exercisable,
including, without limitation, the right to vote, to receive dividends or other distributions or to
exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings
of the Corporation, except as provided herein.



     Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights.




(a) The Purchase Price, the number and kind of shares, or fractions thereof, covered by each
Right and the number of Rights outstanding are subject to adjustment from time to time as
provided in this Section 11.




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




(ii) In the event (a “Section 11(a)(ii) Event”) that any Person, alone or together with its
Affiliates and Associates, shall become an Acquiring Person, then each holder of a Right,
except as provided below and in Section 7(e) or Section 24 hereof, shall thereafter have
the right to receive, upon exercise thereof at a price equal to the then current Purchase
Price multiplied by the number of one one-thousandths of a share of Preferred Stock for
which a Right is then exercisable, in accordance with the terms of this Agreement and in
lieu of Preferred Stock, such number of shares of Common Stock of the Corporation as shall
equal the result obtained by (x) multiplying the then current Purchase Price by the number
of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable,
and (y) dividing that product by 50% of the Current Market Price per share of the Common
Stock of the Corporation on the date of such occurrence (such number of shares being
hereinafter referred to as the “Adjustment Shares”).




(iii) In lieu of issuing shares of Common Stock of the Corporation in accordance with
Section 11(a)(ii) hereof, the Corporation, acting by resolution of its Board of Directors,
may, and, in the event that the number of shares of Common Stock which are authorized by
the Corporation’s Certificate of Incorporation but not outstanding or reserved for issuance
for purposes other than upon exercise of the Rights are not sufficient to permit exercise
in full of the



12









 







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




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



13









 







numerator of which shall be the number of shares
of Preferred Stock outstanding on such record date plus the number of additional shares of
Preferred Stock and/or Equivalent Preference Stock which the aggregate offering price of the
total number of shares so to be offered (and/or the aggregate initial conversion price of the
convertible securities so to be offered) would purchase at such Current Market Price, and the
denominator of which shall be the number of shares of Preferred Stock outstanding on such
record date plus the number of additional shares of Preferred Stock and/or Equivalent
Preference Stock to be offered for subscription or purchase (or into which the convertible
securities so to be offered are initially convertible); provided, however, that in no event
shall the consideration to be paid upon the exercise of one Right be less than the aggregate
par value of the shares of capital stock of the Corporation issuable upon the exercise of one
Right. In case such subscription price may be paid in consideration part or all of which shall
be in a form other than cash, the value of such consideration shall be as determined in good
faith by the Board of Directors of the Corporation, whose determination shall be described in a
statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders
of the Rights. Preferred Stock 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 Purchase Price shall be adjusted to be the Purchase Price
which would then be in effect if such record date had not been fixed.




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




(d) (i) For the purpose of any computation hereunder, the “Current Market Price” per share of
Common Stock of the Corporation on any date shall be deemed to be the average of the daily
closing prices per share of such Common Stock of the Corporation for the 30 consecutive Trading
Days immediately prior to such date; provided, however, that in the event that the Current
Market Price per share of Common Stock of the Corporation is determined during a period
following the announcement by the issuer of such Common Stock of (A) a dividend or distribution
on such Common Stock payable in shares of such Common Stock or securities convertible into such
Common Stock (other than the Rights) or (B) any subdivision, combination or reclassification of
such Common Stock, and prior to the expiration of the 30 Trading Days after the ex-dividend
date for such dividend or distribution, or the record date for such subdivision, combination or
reclassification, as the case may be, then, and in each such case, the Current Market Price
shall be appropriately adjusted to take into account the ex-dividend trading. The closing price
for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in
either case as reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or the Nasdaq Stock
Market or, if the shares of Common Stock of the Corporation are not listed or admitted to
trading on the New York Stock Exchange or the Nasdaq Stock Market, as reported in the principal
consolidated transaction reporting system with respect to securities listed on the principal
national securities exchange on which the



14









 







shares of Common Stock of the Corporation are listed
or admitted to trading or, if the shares of Common Stock of the Corporation are not listed or
admitted to trading on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter market, as
reported by Pink Sheets LLC or such other system then in use, or, if on any such date the
shares of Common Stock of the Corporation are not quoted by any such organization, the average
of the closing bid and asked prices as furnished by a professional market maker making a market
in shares of Common Stock of the Corporation selected by the Corporation, acting by resolution
of the Board of Directors of the Corporation, or, if on any such date no market maker is making
a market in shares of Common Stock of the Corporation, the fair value of such shares on such
date as determined in good faith by the Corporation, acting by resolution of the Board of
Directors of the Corporation (which determination shall be described in a statement filed with
the Rights Agent and shall be conclusive for all purposes). The term “Trading Day” shall mean a
day on which the principal national securities exchange on which the shares of Common Stock of
the Corporation are listed or admitted to trading is open for the transaction of business or,
if the shares of Common Stock of the Corporation are not listed or admitted to trading on any
national securities exchange, a Business Day.




(ii) For the purpose of any computation hereunder, the “Current Market Price” per share of
Preferred Stock shall be determined in the same manner as set forth for the Common Stock of
the Corporation in Section 11(d)(i) hereof (other than the last clause of the second
sentence thereof). If the Current Market Price per share of Preferred Stock cannot be
determined in the manner provided above or if the Preferred Stock is not publicly held or
listed or traded in a manner described in Section 11(d)(i) hereof, the Current Market Price
per share of Preferred Stock shall be conclusively deemed to be an amount equal to 1,000
(as such number may be appropriately adjusted for such events as stock splits, stock
dividends and recapitalizations with respect to the Common Stock of the Corporation
occurring after the date of this Agreement) multiplied by the Current Market Price per
share of the Common Stock of the Corporation. If neither the Common Stock of the
Corporation nor the Preferred Stock is publicly held or so listed or traded, the Current
Market Price per share of Preferred Stock shall mean the fair value per share as determined
in good faith by the Corporation, acting by resolution of its Board of Directors, whose
determination shall be described in a statement filed with the Rights Agent and shall be
conclusive for all purposes. For all purposes of this Agreement, the Current Market Price
of one one-thousandth of a share of Preferred Stock shall be equal to the Current Market
Price of one share of Preferred Stock divided by 1,000.




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




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



15









 






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




     (h) Unless the Corporation shall have exercised its election as provided in Section 11(i), upon
each adjustment of the Purchase Price as a result of the calculations made in Section 11(b) and
(c), each Right outstanding immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number of one
one-thousandths of a share of Preferred Stock (calculated to the nearest one ten-millionth of a
share of Preferred Stock) obtained by (i) multiplying (A) the number of one one-thousandths of
a share covered by a Right immediately prior to such adjustment of the Purchase Price by (B)
the Purchase Price in effect immediately prior to such adjustment of the Purchase Price and
(ii) dividing the product so obtained by the Purchase Price in effect immediately after such
adjustment of the Purchase Price.




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




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




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




     (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price
be made effective as of a record date for a specified event, the Corporation may elect to defer
until the occurrence of such event the issuing to the holder of any Right exercised after such
record date the Preferred Stock, or a fraction thereof, and other capital stock or securities
of the Corporation, if any, issuable upon such exercise over and above the Preferred Stock and
other capital stock or securities of the Corporation, if any, issuable upon such exercise on
the basis of the Purchase Price in effect prior to



16









 







such adjustment; provided, however, that the
Corporation shall deliver to such holder a due bill or other appropriate instrument evidencing
such holder’s right to receive such additional shares (fractional or otherwise) or securities
upon the occurrence of the event requiring such adjustment.




     (m) Anything in this Section 11 to the contrary notwithstanding, the Corporation, acting by
resolution of its Board of Directors shall be entitled to make such reductions in the Purchase
Price, in addition to those adjustments expressly required by this Section 11, as and to the
extent that it in its sole discretion shall determine to be advisable in order that any
consolidation or subdivision of the Preferred Stock, issuance wholly for cash of any Preferred
Stock at less than the Current Market Price, issuance wholly for cash of Preferred Stock or
securities which by their terms are convertible into or exchangeable for Preferred Stock, stock
dividends or issuance of rights, options or warrants referred to hereinabove in this Section
11, hereafter made by the Corporation to holders of its Preferred Stock shall not be taxable to
such stockholders.




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




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




     (p) Anything in this Agreement to the contrary notwithstanding, in the event the Corporation
shall at any time after the date of this Agreement and prior to the Distribution Date (i)
declare or pay any dividend on its Common Stock payable in Common Stock of the Corporation,
(ii) subdivide its outstanding Common Stock into a greater number of shares (by
reclassification or otherwise than by payment of dividends in Common Stock) or (iii) combine or
consolidate its outstanding Common Stock into a smaller number of shares, then, in any such
case, (x) the number of one one-thousandths of a share of Preferred Stock purchasable after
such event upon proper exercise of each Right shall be determined by multiplying the number of
one one-thousandths of a share of Preferred Stock so purchasable immediately prior to such
event by a fraction, the numerator of which is the number of shares of Common Stock of the
Corporation outstanding immediately before such event and the denominator of which is the
number of shares of such Common Stock outstanding immediately after such event and (y) action
shall be taken such that each share of Common Stock of the Corporation outstanding immediately
after such event shall have issued with respect to it that number of Rights which each share of Common Stock of the Corporation outstanding immediately prior to such event
had issued with respect to it. The adjustments provided for in this Section 11(p) shall be made
successively whenever such a dividend is declared or paid or such a subdivision, combination or
consolidation is effected. If an event occurs which would require an adjustment under Section
11(a)(ii) and this Section 11(p), the adjustments provided for in this Section 11(p) shall be
in addition and prior to any adjustment required pursuant to Section 11(a)(ii).



     Section 12. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment
is made as provided in Sections 11 and 13, the Corporation shall (a) promptly prepare a certificate
setting forth such adjustment and a brief statement of the facts accounting for such adjustment,
(b) promptly file with the Rights Agent and with each transfer agent for its Common Stock and
Preferred Stock a copy of such certificate and (c) if such adjustment occurs following a
Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance
with Section 26 of this Agreement.



17









 







Notwithstanding the foregoing sentence, the failure of the
Corporation to make such certificates or give such notice shall not affect the validity or the
force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected
in relying on any such certificate and on any adjustment therein contained. Any adjustment to be
made pursuant to Sections 11 and 13 shall be effective as of the date of the event giving rise to
such adjustment.



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




(a) In the event (a “Section 13 Event”) that, following the occurrence of a Section 11(a)(ii)
Event, directly or indirectly, (x) the Corporation shall consolidate or otherwise combine with
or merge with or into, any other Person and the Corporation shall not be the surviving or
continuing corporation of such consolidation, combination or merger, (y) any Person shall
consolidate or otherwise combine with or merge with or into the Corporation and the Corporation
shall be the surviving or continuing corporation of such consolidation, combination or merger
and, in connection therewith, all or part of the Common Stock of the Corporation shall be
changed into or exchanged for stock or other securities of the Corporation or any other Person
or cash or any other property or (z) the Corporation shall sell or otherwise transfer (or one
or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions,
assets, cash flow or earning power aggregating more than 50% of the assets, cash flow or
earning power of the Corporation and its Subsidiaries (taken as a whole and calculated on the
basis of the Corporation’s most recent regularly prepared financial statement) to any Person or
Persons other than the Company or one or more of its wholly owned Subsidiaries, then, and in
each such case (except as provided in Section 13(d) hereof), proper provision shall be made so
that (i) each holder of a Right (except as provided in Section 7(e) hereof) shall thereafter
have the right to receive, upon the exercise thereof at a price equal to the then current
Purchase Price multiplied by the number of one one-thousandths of one share of Preferred Stock
for which a Right is then exercisable, in accordance with the terms of this Agreement and in
lieu of Preferred Stock, such number of validly authorized and issued, fully paid,
nonassessable and freely tradable shares of Common Stock of the Principal Party (as hereinafter
defined), not subject to any liens, encumbrances, rights of call, rights of first refusal or
other adverse claims, as shall be equal to the result obtained by multiplying the then current
Purchase Price by the number of one one-thousandths of one share of Preferred Stock for which a
Right is then exercisable and dividing that product by 50% of the Current Market Price per
share of Common Stock of such Principal Party on the date of consummation of such merger,
consolidation, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and
shall assume, by virtue of such Section 13 Event, all the obligations and duties of the
Corporation pursuant to this Agreement; (iii) the term “Corporation” shall thereafter be deemed
to refer to such Principal Party, it being specifically intended that the provisions of Section
11 hereof shall apply only to such Principal Party following the occurrence of a Section 13
Event; (iv) such Principal Party shall take such steps (including, but not limited to, the
reservation of a sufficient number of shares of its Common Stock in accordance with
Section 9 hereof) in connection with such consummation as may be necessary to assure that the
provisions hereof shall thereafter be applicable, as nearly as reasonably may be possible, in
relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights;
and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the
occurrence of any Section 13 Event.



     (b) “Principal Party” shall mean:




(i) in the case of any transaction described in clause (x) or (y) of the first sentence
of Section 13(a) hereof: (A) the Person that is the issuer of any securities into which
shares of Common Stock of the Corporation are converted in such merger or
consolidation, or (B) if no securities are so issued, (x) the Person that is the other
party to such merger, if such Person survives such merger, or (y) if the Person that is
the other party to the merger does not survive the merger, the Person that does survive
the merger (including the Corporation if it survives) or (z) the Person resulting from
the consolidation; and




(ii) in the case of any transaction described in clause (z) of the first sentence of
Section 13(a) hereof, the Person that is the party receiving the greatest portion of
the assets, cash flow or earning power transferred pursuant to such transaction or
transactions; provided,



18









 







however, that in any such case, (1) if the Common Stock of such
Person is not at such time and has not been continuously over the preceding 12 month
period registered under Section 12 of the Exchange Act, and such Person is a direct or
indirect Subsidiary of another Person the Common Stock of which is and has been so
registered, “Principal Party” shall refer to such other Person; (2) in case such Person
is a Subsidiary, directly or indirectly, of more than one Person, the Common Stocks of
two or more of which are and have been so registered, “Principal Party” shall refer to
whichever of such Persons is the issuer of the Common Stock having the greatest
aggregate market value; or (3) if such Person is owned, directly or indirectly, by a
joint venture formed by two or more Persons that are not owned, directly or indirectly,
by the same Person, the rules set forth in clauses (1) and (2) above shall apply to
each of the owners having an interest in the venture as if the Person owned by the
joint venture was a Subsidiary of both or all of such joint venturers, and the
Principal Party in each such case shall bear the obligations set forth in this Section
13 in the same ratio as its interest in such Person bears to the total of such
interests.




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




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




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




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



     The provisions of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers. In the event that a Section 13 Event shall occur at any
time after the occurrence of a Section 11(a)(ii) Event, the Rights which have not theretofore been
exercised shall thereafter, subject to Section 7(e) hereof, become exercisable in the manner
described in Section 13(a) hereof.




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



     Section 14. Fractional Rights and Fractional Shares.




(a) The Corporation shall not be required to issue fractions of Rights or to distribute Right
Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall
be paid to the registered holders of the Right Certificates with regard to which such fractions
of Rights would otherwise be issuable an amount in cash equal to the same fraction of the
current market value of a whole Right. For the purposes of this Section 14(a), the current
market value of a whole Right shall be the closing price of the Rights for the Trading Day
immediately prior to the date on which such fractional Rights would have been otherwise
issuable. The closing price of the Rights for any day shall be the last sale price, regular
way, or, in case no such sale takes place on such day, the average of the



19









 







closing bid and asked
prices, regular way, in either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to trading on the New York Stock
Exchange or the Nasdaq Stock Market or, if the Rights are not listed or admitted to trading on
the New York Stock Exchange or the Nasdaq Stock Market, as reported in the principal
consolidated transaction reporting system with respect to securities listed on the principal
national securities exchange on which the Rights are listed or admitted to trading or, if the
Rights are not listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, or, if on any such date the Rights are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Rights (selected by the Corporation, acting by resolution
of its Board of Directors). If on any such date no such market maker is making a market in the
Rights, the fair value of the Rights on such date as determined in good faith by the
Corporation, acting by resolution of its Board of Directors shall be used.




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




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




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



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



20









 







injunctive relief against actual or threatened violations of the obligations of any
Person subject to this Agreement.



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




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




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




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




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



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



     Section 18. Concerning the Rights Agent.




(a) The Corporation agrees to pay to the Rights Agent compensation as agreed to by the parties
for all services rendered by it hereunder and, from time to time, on demand of the Rights
Agent, its reasonable expenses and counsel fees and other disbursements incurred in the
administration and execution of this Agreement and the exercise and performance of its duties
hereunder. The Corporation also agrees to indemnify the Rights Agent for, and to hold it
harmless against, any loss, liability or expense, incurred without gross negligence, bad faith
or willful misconduct on the part of the Rights Agent, for anything done or omitted by the
Rights Agent in connection with the acceptance and administration of this Agreement, including
the costs and expenses of defending against any claim of



21









 







liability in the premises. In no event
will the Rights Agent be liable for special, indirect, incidental or consequential loss or
damage of any kind whatsoever, even if the Rights Agent has been advised of the possibility of
such loss or damage.




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



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




(a) Any corporation or limited liability company into which the Rights Agent or any successor
Rights Agent may be merged or with which it may be consolidated, or any corporation or limited
liability company resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any corporation or limited liability company
succeeding to the corporate trust or stock transfer business of the Rights Agent or any
successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without
the execution or filing of any paper or any further act on the part of any of the parties
hereto; provided, however, that such corporation or limited liability company would be eligible
for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The
purchase of all or substantially all of the Rights Agent’s assets employed in the performance
of transfer agent activities shall be deemed a merger or consolidation for purposes of this
Section 19. In case at the time such successor Rights Agent shall succeed to the
agency created by this Agreement, any of the Right Certificates shall have been countersigned
but not delivered, any such successor Rights Agent may adopt the countersignature of the
predecessor Rights Agent and deliver such Right Certificates so countersigned; and in case at
that time any of the Right Certificates shall not have been countersigned, any successor Rights
Agent may countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor Rights Agent; and in all such cases such Right
Certificates shall have the full force provided in the Right Certificates and in this
Agreement.




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



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




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




(b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem
it necessary or desirable that any fact or matter (including, without limitation, the identity
of an Acquiring Person and the determination of the Current Market Price per share of Preferred
Stock and Common Stock) be proved or established by the Corporation prior to taking or
suffering any action hereunder, such fact or matter (unless other evidence in respect thereof
be herein specifically prescribed) may be deemed to be conclusively proved and established by a
certificate signed by the



22









 







Chairman of the Board, the Chief Executive Officer, the President (if
any) or the Senior Vice President and General Counsel and by the Treasurer or the Secretary of
the Corporation and delivered to the Rights Agent; and such certificate shall be full
authorization to the Rights Agent for any action taken or suffered in good faith by it under
the provisions of this Agreement in reliance upon such certificate.




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




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




(e) The Rights Agent shall not be under any responsibility in respect of the validity of this
Agreement or the execution and delivery hereof (except the due execution hereof by the Rights
Agent) or in respect of the validity or execution of any Right Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the Corporation of any
covenant or condition contained in this Agreement or in any Right Certificate; nor shall it be
responsible for any adjustment required under the provisions of Section 11 or Section 13 or
responsible for the manner, method or amount of any such adjustment or the ascertaining of the
existence of facts that would require any such adjustment (except with respect to the exercise
of Rights evidenced by Right Certificates after actual notice of any such
adjustment); nor shall it be responsible for any determination by the Board of Directors of the
Corporation of the Current Market Price of the Preferred Stock or Common Stock of the
Corporation; nor shall it by any act hereunder be deemed to make any representation or warranty
as to the authorization or reservation of any shares of Common Stock of the Corporation or
Preferred Stock or other securities to be issued pursuant to this Agreement or any Right
Certificate or as to whether any shares of Preferred Stock or Common Stock of the Corporation
or other securities will, when issued, be validly authorized and issued, fully paid and
nonassessable.




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




(g) The Rights Agent is hereby authorized and directed to accept instructions with respect to
the performance of its duties hereunder from the Chairman of the Board, the Chief Executive
Officer, the President (if any), the Senior Vice President and General Counsel, the Secretary
or the Treasurer of the Corporation, and to apply to such officers for advice or instructions
in connection with its duties, and it shall not be liable for any action taken or suffered to
be taken by it in good faith in accordance with instructions of any such officer.




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




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




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



23









 






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



     Section 21. Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign
and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to
the Corporation and to each transfer agent of the Common Stock of the Corporation and Preferred
Stock by registered or certified mail, and to the holders of the Right Certificates by first-class
mail. The Corporation may remove the Rights Agent or any successor Rights Agent upon 30 days’
notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to
each transfer agent of the Common Stock of the Corporation and Preferred Stock by registered or
certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights
Agent shall resign or be removed or shall otherwise become incapable of acting, the Corporation
shall appoint a successor to the Rights Agent. If the Corporation shall fail to make such
appointment within a period of 30 days after giving notice of such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or incapacitated Rights
Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right
Certificate for inspection by the Corporation), then the registered holder of any Right Certificate
may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a
corporation or limited liability company organized and doing business under the laws of the United
States or any state of the United States, in good standing, which is authorized under such laws to
exercise corporate trust or stockholder services powers and is subject to supervision or
examination by federal or state authority and which has at the time of its appointment as Rights
Agent a combined capital and surplus of at least $100 million. After appointment, the successor
Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent
shall deliver and transfer to the successor Rights Agent any property at the time held by it
hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the
purpose. Not later than the effective date of any such appointment, the Corporation shall file
notice thereof in writing with the predecessor Rights Agent and each transfer agent of its Common
Stock and Preferred Stock, and mail a notice thereof in writing to the registered holders of the
Right Certificates. Failure to give any notice provided for in this Section 21, however, or any
defect therein, shall not affect the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as the case may be.



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



24









 





     Section 23. Redemption.




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




(b) Immediately upon the action of the Board of Directors of the Corporation ordering the
redemption of the Rights (or at such time subsequent to such action as the Board of Directors
may determine), and without any further action and without any notice, the right to exercise the
Rights will terminate and the only right thereafter of the holders of Rights shall be to
receive the Redemption Price. The Corporation shall promptly give public notice of any such
redemption; provided, however, that the failure to give, or any defect in, any such notice
shall not affect the validity of any such redemption. Within 10 days after the action of the
Board of Directors ordering the redemption of the Rights, the Corporation shall give notice of
such redemption to the holders of the then outstanding Rights by mailing such notice to all
such holders at their last addresses as they appear upon the registry books of the Rights Agent
or, prior to the Distribution Date, on the registry books of the transfer agent for the Common
Stock of the Corporation. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice of redemption
will state the method by which the payment of the Redemption Price will be made. 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 that specifically set forth in this Section 23
or in Section 24 hereof, other than in connection with the purchase of Common Stock of the
Corporation prior to the Distribution Date.




Section 24. Exchange.




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




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



25









 







exchange shall be effected pro rata based on the number of Rights (other than Rights which have
become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.




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




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




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



     Section 25. Notice of Certain Events.




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



26









 






(b) In case any of the events set forth in Section 11(a)(ii) or Section 13(a) of this Agreement
shall occur, then, in any such case, (i) the Corporation shall as soon as practicable
thereafter give to each holder of a Right, to the extent feasible and in accordance with
Section 26, a notice of the occurrence of such event, which shall specify the event and the
consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof,
and (ii) all references in Section 25(a) hereof to Preferred Stock shall be deemed thereafter
to refer also to Common Stock or other securities issuable in respect of the Rights.



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


Graphic Packaging Holding Company

814 Livingston Court

Marietta, Georgia 30067

Attention: Corporate Secretary




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


Wells Fargo Bank, National Association

161 North Concord Exchange

South St. Paul, Minnesota 55075

Attention: Stock Transfer Administration




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



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



27









 







holders of Rights (other
than an Acquiring Person or an Affiliate or Associate of any such Person) or (B) to alter, amend,
supplement or delete this second sentence of Section 27. Upon the delivery of a certificate from an
appropriate officer of the Corporation which states that the proposed supplement or amendment is in
compliance with the terms of this Section 27 (together with a copy of such proposed supplement or
amendment), the Rights Agent shall execute such supplement or amendment. Notwithstanding the
foregoing, any supplement or amendment that does not amend this Agreement in a manner adverse to
the Rights Agent, and is otherwise in compliance in all respects with this Section 27, shall become
effective immediately upon execution by the Company, whether or not also executed by the Rights Agent. In the case of any such supplement or amendment, the
Corporation shall deliver to the Rights Agent a certificate from an appropriate officer of the
Corporation which states that such supplement or amendment was in compliance with the terms of this
Section 27 (together with a copy of such supplement or amendment). Prior to the Distribution Date,
the interests of the holders of Rights shall be deemed coincident with the interests of the holders
of Common Stock.



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



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




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




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




(c) Notwithstanding any other provision of this Agreement, any resolution or other action by
the Board of Directors regarding any termination, amendment or modification of this Agreement,
or any acquisition, redemption or exchange of Rights, or any revocation, exception, exemption,
waiver or other action that would in any way affect this Agreement or the Rights, shall require
the affirmative vote of a majority of the members of the Board of Directors, which must include
at least two-thirds of the Independent Directors.



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



28









 







exclusive benefit of the Corporation, the Rights Agent and the registered
holders of the Right Certificates (and, prior to the Distribution Date, registered holders of the
Common Stock of the Corporation).



     Section 31. Severability. If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or invalidated.



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



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



     Section 34. Descriptive Headings. Descriptive headings of the several Sections of this
Agreement are inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.



29









 





SIGNATURE




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



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	GRAPHIC PACKAGING HOLDING COMPANY	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Laura Lynn Smith	 	 	 	By:	 	/s/ David W. Scheible	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Laura Lynn Smith
	 	 	 	 	 	Name:
	 	David W. Scheible	 	 
	 

	 	Title:
	 	Assistant Secretary
	 	 	 	 	 	Title:
	 	President and
Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Rights Agent	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Jennifer L. Leno	 	 	 	By:	 	/s/ Barbara M. Novak	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Jennifer L. Leno
	 	 	 	 	 	Name:
	 	Barbara M. Novak	 	 
	 

	 	Title:
	 	Assistant Secretary
	 	 	 	 	 	Title:
	 	Vice President	 	 






30









 






Exhibit A to the

Rights Agreement




GRAPHIC PACKAGING HOLDING COMPANY




Certificate of Designation,

Preferences and Rights

Pursuant to Section 151

of the General Corporation Law

of the State of Delaware




 






Certificate of Designation,

Preferences and Rights

of

Series A Junior Participating Preferred Stock




     I, Stephen A. Hellrung, being the Secretary of Graphic Packaging Holding Company, a Delaware
corporation (the “Corporation”), do hereby certify that, pursuant to authority expressly vested in
the Board of Directors of the Corporation by the provisions of the Restated Certificate of
Incorporation of the Corporation (the “Restated Certificate of Incorporation”), the Board of
Directors duly adopted the following resolution and that this
Certificate of Designation was the Certificate of Designation
attached as an Exhibit to such resolution:



          FURTHER RESOLVED, that the Certificate of Designation set forth in Exhibit A to the
Rights Agreement, in the form attached hereto, be, and hereby is, adopted in all respects;




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



     Section 2. Dividends and Distributions.




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



A-1









 







Dividend Payment Date, or, with respect to the first Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series A Preferred Stock. In the event the
Corporation shall at any time after March 10, 2008 declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or consolidation of
the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or
lesser number of shares of Common Stock, then in each such case the amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event under clause
(ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.




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




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



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




(a) Subject to the provisions for adjustment as hereinafter set forth, each share of Series A
Preferred Stock shall entitle the holder thereof to 1,000 votes (and each one one-thousandth of
a share of Series A Preferred Stock shall entitle the holder thereof to one vote) on all
matters submitted to a vote of the stockholders of the Corporation. In the event the
Corporation shall at any time after March 10, 2008 declare or pay any dividend on Common Stock
payable in shares of Common Stock or effect a subdivision or combination or consolidation of
the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or
lesser number of shares of Common Stock, then in each such case the number of votes per share
to which holders of shares of Series A Preferred Stock were entitled immediately prior to such
event shall be adjusted by multiplying such number by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were outstanding immediately prior to
such event.




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



A-2









 






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



     Section 4. Certain Restrictions.




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




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




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



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



     Section 6. Liquidation, Dissolution or Winding-Up. Upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Corporation, no distribution shall be made (a) to the
holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution
or winding-up) to the Series A Preferred Stock unless prior thereto, the holders of shares of
Series A Preferred Stock shall have received the higher of (i) $1,000 per share, plus an amount
equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment, or (ii) an aggregate amount per share, subject



A-3









 







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; nor shall any distribution be made (b) to the holders of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or winding-up) with
the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and
all other such parity stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding-up. In the event the Corporation
shall at any time after March 10, 2008 declare or pay any dividend on Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares
of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under the provision in clause (a) of
the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were outstanding immediately
prior to such event.



     Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other property, or
otherwise changed, then in any such case each share of Series A Preferred Stock shall at the same
time be similarly exchanged or changed into an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities,
cash and/or any other property (payable in kind), as the case may be, into which or for which each
share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after
March 10, 2008 declare or pay any dividend on Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in
each such case the amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.



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



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



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



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



A-4









 





     IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation
by the undersigned, its duly authorized officer this            th day of      , 2008.



Name:




Title:




A-5









 





Exhibit B to the

Rights Agreement




[Form of Right Certificate]




			
	Certificate No. R—
	 	_________ Rights





NOT EXERCISABLE AFTER MARCH 10, 2018 OR EARLIER IF THE BOARD OF DIRECTORS ORDERS THE REDEMPTION OR
EXCHANGE OF THE RIGHTS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.001 PER RIGHT AND TO EXCHANGE ON
THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS THAT ARE OR WERE
ACQUIRED OR BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH
TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL
AND VOID. THE RIGHTS SHALL NOT BE EXERCISABLE, AND SHALL BE VOID SO LONG AS HELD, BY A HOLDER IN
ANY JURISDICTION WHERE THE REQUISITE QUALIFICATION TO THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE
BY SUCH HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE.




Rights Certificate




GRAPHIC PACKAGING HOLDING COMPANY




     This certifies that                                         , or registered assigns, is the registered
owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to
the terms, provisions and conditions of the Rights Agreement, dated as of March 10, 2008, as the
same may be amended from time to time (the “Rights Agreement”), between New Giant Corporation, now
known as Graphic Packaging Holding Company, a Delaware corporation (the “Corporation”), and Wells
Fargo Bank, National Association, a national banking association (the “Rights Agent”), to purchase
from the Corporation at any time after the Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 P.M. (Eastern time) on March 10, 2018, at the office of the Rights
Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully
paid nonassessable share of Series A Junior Participating Preferred Stock, par value $0.01 per
share (the “Preferred Stock”), of the Corporation, at a purchase price of $20.00 per one
one-thousandth of a share of Preferred Stock (the “Purchase Price”), upon presentation and
surrender of this Right Certificate with the Form of Election to Purchase and the Certificate
contained therein duly executed. The number of Rights evidenced by this Right Certificate (and the
number of one one-thousands of a share of Preferred Stock which may be purchased upon exercise
thereof) set forth above, and the Purchase Price per one one-thousandth of a share of Preferred
Stock set forth above, are the number and Purchase Price as of March 10, 2008, based on the shares
of Preferred Stock as constituted at such date.



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



B-1









 





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



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



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



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



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



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



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



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



B-2









 







or subscription rights, or otherwise, until the Right or Rights evidenced by this Right
Certificate shall have been exercised as provided in the Rights Agreement.



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



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



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	GRAPHIC PACKAGING HOLDING COMPANY	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Secretary	 	 	 	 	 	Name:	 	 	 	 
	Countersigned:	 	 	 	 	 	Title:	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Authorized Signature	 	 	 	 	 	 	 	 	 	 






B-3









 






[Form of Reverse Side of Right Certificate]




FORM OF ASSIGNMENT




(To be executed by the registered holder if such




holder desires to transfer the Right Certificate.)




     FOR VALUE RECEIVED                                                              hereby sells, assigns
and transfers unto



(Please print name and address of transferee)




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



	 	 	 	 	 
	Dated:	                      ,  
	 	 	 
	 	 	 	
Signature 	 
	 




     Signatures Guaranteed:



     Signatures should be guaranteed by an eligible guarantor institution (bank, stock broker or
savings and loan association with membership in an approved signature medallion program).



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



	 	 	 	 	 
	 
	 	Signature
 	 
	 



B-4









 






	 	 	 	 	 



NOTICE





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



B-5









 





FORM OF ELECTION TO PURCHASE




(To be executed if holder desires to

exercise the Right Certificate.)



To GRAPHIC PACKAGING HOLDING COMPANY:




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



Please insert social security

or other identifying number



(Please print name and address)




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



Please insert social security

or other identifying number




(Please print name and address)




Dated:           ,





B-6









 








[Form of Election to Purchase—continued]




	 	 	 	 	 
	 
	 	Signature

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




     Signature Guaranteed:


Signatures should be guaranteed by an eligible guarantor institution (bank, stock broker or savings
and loan association with membership in an approved signature medallion program).




(To be completed if applicable)



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




	 	 	 	 	 
	 
	 	
Signature 	 



NOTICE





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



B-7









 





Exhibit C to the

Rights Agreement



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




GRAPHIC PACKAGING HOLDING COMPANY




SUMMARY OF RIGHTS TO PURCHASE

PREFERRED STOCK




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



     Each Right entitles the registered holder to purchase from the Corporation one one-thousandth
of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the
Corporation (the “Preferred Stock”) at a price of $20.00 per one one-thousandth of a share of
Preferred Stock, subject to adjustment (the “Purchase Price”). The description and terms of the
Rights are set forth in a Rights Agreement, dated as of March 10, 2008 (the Rights Agreement, as it
may be amended from time to time, is hereinafter referred to as the “Rights Agreement”) between the
Corporation and Wells Fargo Bank, National Association, as Rights Agent (the “Rights Agent”).



     Initially, the Rights will be attached to all Common Stock book-entries or certificates
representing shares then outstanding, and no separate book-entries or certificates representing the
Rights (“Right Certificates”) will be distributed. The Rights will separate from the Common Stock
and a “Distribution Date” will occur upon the earlier to occur of (i) ten days following the time
(the “Stock Acquisition Time”) of a public announcement or notice to the Corporation that a person
or group of affiliated or associated persons (an “Acquiring Person”), not including certain exempt
persons, acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding Common Stock of the Corporation, and (ii) ten business days (or, if determined by the
Board of Directors, a specified or unspecified later date) following the commencement or
announcement of an intention to make a tender offer or exchange offer which, if successful, would
cause the bidder to own 15% or more than of the outstanding Common Stock. In the case of any
stockholder of the Corporation who, together with its respective affiliates and associates,
beneficially owned greater than 15% of the outstanding shares of the Common Stock of the
Corporation as of the Effective Time (as such term is defined in the Transaction Agreement and
Agreement and Plan of Merger (the “Transaction Agreement”), dated as of July 9, 2007, by and among
Giant, Bluegrass Container Holdings, LLC, TPG Bluegrass IV, LP, TPG Bluegrass IV-AIV 2, LP, TPG
Bluegrass V, LP, TPG Bluegrass V-AIV 2, LP, Field Holdings, Inc., BCH Management LLC, TPG FOF V-A,
L.P., TPG FOF V-B, L.P., New Giant Corporation and Giant Merger Sub, Inc., without including the
number of shares beneficially owned by the other parties to the Stockholders Agreement (the
“Stockholders Agreement”), dated as of July 9, 2007, by and among the Corporation and the parties
thereto, attributable to such stockholder by virtue of the Stockholders Agreement (such
stockholders are being referred to in the Rights Agreement as “grandfathered persons”), the Rights
generally will be distributed only if any such stockholder acquires or proposes to acquire more
than an additional 2% of the outstanding shares of the Common Stock of the Corporation. A
stockholder shall cease to be a grandfathered person at such time when such stockholder, together
with its respective affiliates and associates, beneficially owns less than 15% of the outstanding
shares of the Common Stock of the Corporation (without including the number of



C-1









 







shares beneficially owned by the other parties to the Stockholders Agreement attributable to
such grandfathered person by virtue of the Stockholders Agreement).



     The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be
transferred with and only with the Common Stock, (ii) new Common Stock certificates issued after
March 10, 2008, upon transfer, new issuance or reissuance of the Common Stock, will contain a
notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of
any of the Common Stock book-entries and current ownership statements issued with respect to
uncertificated shares of Common Stock in lieu of a stock certificate (an “Ownership Statement”) or
certificates outstanding will also constitute the transfer of the Rights associated with the shares
of Common Stock represented by such certificate or book-entry and Ownership Statement. As soon as
practicable following the Distribution Date, separate Right Certificates will be mailed to holders
of record of the Common Stock as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights. Except in connection with issuance of
Common Stock pursuant to employee stock plans, options and certain convertible securities, and
except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior
to the Distribution Date will be issued with Rights.



     The Rights are not exercisable until the Distribution Date. The Rights will expire on March
10, 2018, unless such date is changed pursuant to an amendment to the Rights Agreement or the
Rights are earlier redeemed or exchanged by the Corporation as described below.



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



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



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



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     With certain exceptions, no adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of
Preferred Stock will be issued (other than fractions which are integral multiples of one
one-thousandth of a share of Preferred Stock which may, upon the election of the Corporation, be
evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on
the market price of the Preferred Stock on the last trading date prior to the date of exercise.



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



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



     Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum
preferential dividend of $10 per year, but will be entitled to receive, in the aggregate, a
dividend of 1,000 times the dividend declared on the shares of Common Stock. In the event of
liquidation, the holders of the shares of Preferred Stock will be entitled to receive a minimum
liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation
payment equal to 1,000 times the payment made per share of Common Stock. Each share of Preferred
Stock will have one thousand votes, voting together with the shares of Common Stock. In the event
of any merger, consolidation or other transaction in which shares of Common Stock are exchanged,
each share of Preferred Stock will be entitled to receive 1,000 times the amount and type of
consideration received per share of Common Stock. The rights of the shares of Preferred Stock as to
dividends and liquidation, and in the event of mergers and consolidations, are protected by
anti-dilution provisions.



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



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



     A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as
an exhibit to the Corporation’s Registration Statement on Form 8-A dated March 10, 2008. Copies of
the Rights Agreement are available free of charge from the Corporation. This summary description of
the Rights does not purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, as it may be amended from time to time, which is hereby incorporated herein by
reference.




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