ex4_1.htm


    
      

    

    
 

     

     

     

     

     

     

     

     

     

     

    
 

    RIGHTS
AGREEMENT

    dated
March 7, 2008

    and
effective as of

    March
17, 2008

    between

    INTERFACE,
INC.

    and

    COMPUTERSHARE
TRUST COMPANY, N.A.

    as
Rights Agent

    


     

     

     

    
      
        
           


        

        
          
          

        

        
           


        

      



     


    RIGHTS
AGREEMENT

    


    THIS AGREEMENT is made and entered
into on March 7, 2008, with an effective date as of the Close of Business on
March 17, 2008 (the “Effective
Date”), by and between INTERFACE, INC., a Georgia
corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY,
N.A., as Rights Agent (the “Rights Agent”).

    


    W I T N E S S E T H:

    


    WHEREAS, the Company
previously entered into a Rights Agreement dated March 4, 1998 and effective as
of March 16, 1998 with the Rights Agent named therein (the “Prior Agreement”), and in
connection therewith, previously authorized and declared a dividend distribution
of one right for each outstanding share of Common Stock (as defined below) of
the Company at the Close of Business (as defined below) on March 16, 1998, and
authorized the issuance of one right for each share of Common Stock, each right
representing the right to purchase one one-hundredth of a share of Series B
Participating Cumulative Preferred Stock of the Company;

    


    WHEREAS, the Prior Agreement
and the rights thereunder expire as of the Close of Business on March 17,
2008;

    


    WHEREAS, the Board of
Directors deem it to be in the best interest of the Company and its shareholders
to replace the Prior Agreement with this Agreement; and

    


    WHEREAS, the Board of
Directors has authorized and declared a new dividend distribution of one Right
(as defined below) for each outstanding share of Common Stock of the Company at
the Close of Business on the Effective Date, and has authorized the issuance of
one Right for each share of Common Stock, each Right representing the right to
purchase one one-hundredth of a share of Series B Participating Cumulative
Preferred Stock of the Company having the rights, powers and preferences set
forth in the Restated Articles of Incorporation of the Company, as amended by
the Articles of Restatement attached hereto as Exhibit A, upon the terms and
subject to the conditions contained herein (individually, a “Right,” and collectively, the
“Rights”);

    


    NOW, THEREFORE, for and in
consideration of the premises and the mutual agreements contained herein, the
parties hereto agree as follows:

    


    Section
1.     Definitions.  The
following capitalized terms, as used herein, have the following
meanings:

    



    
      
         


      

      
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    (a)           “Acquiring
Person” means 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 then
outstanding; provided, however, that, an
“Acquiring Person” shall
not include the following Persons:  (i) any Excluded Person, (ii) any
Person, together with all Affiliates and Associates of such Person, who would be
an Acquiring Person by reason of a reduction in the number of issued and
outstanding shares of Common Stock of the Company approved by the Continuing
Directors, or (iii) any Person, who alone or together with its Affiliates or
Associates becomes the Beneficial Owner of 15% or more of the shares of Common
Stock then outstanding as a result of an Approved Acquisition; provided, further, that in the
event that a Person is not an Acquiring Person by reason of clauses
(ii) or (iii) above, such Person nonetheless shall become an Acquiring Person if
such Person thereafter becomes the Beneficial Owner of an additional 2% or more
of the Common Stock then outstanding, unless the acquisition of such Common
Stock is an Approved Acquisition or unless such acquisition is solely as a
result of a reduction in the number of issued and outstanding shares of Common
Stock of the Company approved by the Continuing
Directors.  Notwithstanding the foregoing, if the Board of Directors
of the Company determines in good faith (but only if at the time of such
determination by the Board of Directors there are then in office not less than
two Continuing Directors and such action is approved by a majority of the
Continuing Directors then in office) that a Person who would otherwise be an
“Acquiring Person” as
defined pursuant to the foregoing provisions of this Section 1(a) has become such
inadvertently, and such Person divests as promptly as practicable a sufficient
number of shares of Common Stock so that such Person would no longer be an
“Acquiring Person” as
defined pursuant to the foregoing provisions of this Section 1(a), then such Person
shall not be deemed an Acquiring Person for purposes of this
Agreement.

    


    (b)           “Affiliate” and “Associate” have the respective meanings
ascribed to such terms in Rule 12b-2 under the Exchange Act as in effect on the
date hereof.

    


    (c)           “Approved
Acquisition”
means any acquisition of Common Stock that (i) causes a Person to become the
Beneficial Owner of (A) 15% or more of the shares of Common Stock then
outstanding, or (B) if already a Beneficial Owner of 15% or more of the shares
of Common Stock then outstanding, an additional 2% or more of the shares of
Common Stock then outstanding, and (ii) is approved in advance by a
majority of the Continuing Directors.

    


    (d)           A
Person shall be deemed the “Beneficial
Owner” of, and
shall be deemed to “Beneficially
Own,” any securities:

    


    (i)           which
such Person or any of its Affiliates or Associates beneficially owns (as
determined pursuant to Rule 13d-3 under the Exchange Act as in effect on the
date hereof), directly or indirectly;

    


    (ii)           which
such Person or any of its Affiliates or Associates, directly or indirectly,
has


    
      
         


      

      
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    (A)           the
right to acquire (whether such right is exercisable immediately or only upon the
occurrence of certain events or the passage of time or both) pursuant to any
agreement, arrangement or understanding (whether or not in writing) or upon the
exercise of conversion rights, exchange rights, rights, warrants, options or
otherwise (other than, in each case, pursuant to the Rights); provided, however, that a
Person shall not be deemed the “Beneficial Owner” of, or to
“Beneficially Own,” any
securities tendered pursuant to a tender or exchange offer made by or on behalf
of such Person or any of its Affiliates or Associates until such tendered
securities are accepted for purchase or exchange; or

    


    (B)           the
right to vote or dispose of (whether such right is exercisable immediately or
only upon the occurrence of certain events or the passage of time or both)
pursuant to any agreement, arrangement or understanding (whether or not in
writing) or otherwise; provided, however, that a
Person shall not be deemed the “Beneficial Owner” of, or to
“Beneficially Own,” any
security under this clause (B) as a result of an agreement, arrangement or
understanding to vote such security if such agreement, arrangement or
understanding (1) arises solely from a revocable proxy or consent given to such
Person in response to a public proxy or consent solicitation made pursuant to,
and in accordance with, the applicable rules and regulations promulgated under
the Exchange Act, and (2) is not also then reportable by such Person on Schedule
13D under the Exchange Act (or any comparable or successor report);
or

    


    (iii)           which
are beneficially owned, directly or indirectly, by any other Person (or any
Affiliate or Associate thereof) with which such Person (or any of its 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 as described in clause (B) above) or disposing
of any such securities; provided, however, that nothing
in this Section 1(d)
shall cause any Person engaged in business as an underwriter of securities who
acquires any securities of the Company through such Person’s participation in
good faith in a firm commitment underwriting to be deemed the “Beneficial Owner” of, or to
“Beneficially Own,” such
securities until the expiration of 40 calendar days after the date of such
acquisition.

    


    Notwithstanding the foregoing, for
purposes of determining beneficial ownership of securities under this Agreement,
officers and directors of the Company shall not constitute a group
(notwithstanding that they may be Associates of one another or may be deemed to
constitute a group for purposes of the Exchange Act) and shall not be deemed to
own shares owned by another officer or director of the Company; provided, however,
any one or more officers or directors may constitute a group with any one or
more Persons who are not officers or directors of the Company.


    
      
         


      

      
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    (e)           “Business
Day” means any
day other than a Saturday, Sunday or a day on which banking institutions in the
State of Georgia are authorized or obligated by law or executive order to
close.

    


    (f)           “Class A
Common Stock”
means the Class A Common Stock, par value $0.10 per share, of the
Company.

    


    (g)           “Class B
Common Stock”
means the Class B Common Stock, par value $0.10 per share, of the
Company.

    


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

    


    (i)           “Common
Stock” means the
Class A Common Stock and the Class B Common Stock of the Company, except that,
when used with respect to any Person other than the Company, “Common Stock” means the
capital stock (or other equity interests) of such Person with the greatest
voting power, or the equity securities or other equity interests having the
power to control or direct the management of such Person.

    


    (j)           “Common
Stock Equivalents” has the meaning set forth in
Section
24(c).

    


    (k)           “Company” has the meaning set forth in
the Recitals.

    


    (l)           “Continuing
Director” means
any member of the Board of Directors of the Company, while such Person is a
member of the Board, who is not an Acquiring Person or an Affiliate or Associate
of an Acquiring Person or a representative or nominee of an Acquiring Person or
of any such Affiliate or Associate, or otherwise affiliated with an Acquiring
Person or of any such Affiliate or Associate, and who either (i) was a member of
the Board on the Effective Date, or (ii) subsequently becomes a member of the
Board, if such Person's nomination for election or election to the Board is
recommended or approved by a majority of the Continuing Directors serving at the
time of such nomination or election.

    


    (m)           “Distribution
Date” means the
earlier of (i) the Close of Business on the tenth day (or such later day as may
be designated by action of a majority of the Continuing Directors) after the
Share Acquisition Date, and (ii) the Close of Business on the tenth Business Day
(or such later day as may be designated by action of a majority of the
Continuing Directors) after the date of the commencement by any Person (other
than an Excluded Person) of, or of the first public announcement of the
intention by any Person (other than an Excluded Person) to commence, a tender or
exchange offer if, upon consummation thereof, such Person, together with all
Affiliates and Associates of such Person, would be the Beneficial Owner of 15%
or more of the shares of Common Stock then outstanding.


    
      
         


      

      
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    (n)           “Effective
Date” has the
meaning set forth in the Recitals.

    


    (o)           “Employee
Benefit Plan”
means any employee benefit plan of the Company or any of its Subsidiaries or any
Person organized, appointed or established by the Company or any of its
Subsidiaries for or pursuant to the terms of any such plan.

    


    (p)           “Equivalent
Preferred Securities” has the meaning set forth in
Section
11(b).

    


    (p)           “Exchange
Act” means the
Securities Exchange Act of 1934, as amended.

    


    (q)           “Exchange
Ratio” has the
meaning set forth in Section
24(a).

    


    (r)           “Excluded
Person” means the
Company, any of its Subsidiaries or any Employee Benefit Plan.

    


    (s)           “Expiration
Date” means the
earlier of (i) the Final Expiration Date, and (ii) the time at which all Rights
are redeemed as provided in Section 23 or exchanged as
provided in Section
24.

    


    (t)           “Fair
Market Value” has
the meaning set forth in Section 11(d).

    


    (u)           “Final
Expiration Date”
means the Close of Business on March 16, 2018.

    


    (v)           “Flip-in
Event” means an
acquisition of shares of Common Stock which causes any Person to become an
Acquiring Person (other than pursuant to a Qualifying Tender
Offer).

    


    (w)           “Flip-over
Event” means any
event described in Section
13(a)(w), (x), (y) or (z).

    


    (x)           “Person” means an individual,
corporation, partnership, limited liability company, association, trust or any
other entity or organization.

    


    (y)           “Preferred
Stock” means the
Series B Participating Cumulative Preferred Stock, par value $1.00 per share, of
the Company having the terms set forth in the Company’s Restated Articles of
Incorporation, as amended by the Articles of Restatement attached hereto as
Exhibit A.

    


    (z)           “Principal
Party” has the
meaning set forth in Section
13(b).

    


    (aa)           “Purchase
Price” means the
price (subject to adjustment as provided herein) at which a holder of a Right
may purchase one one-hundredth of a share of Preferred Stock (subject to
adjustment as provided herein) upon exercise of a Right, which price shall
initially be $90.00.


    
      
         


      

      
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    (bb)           “Qualifying
Tender Offer” means a tender or exchange offer for all outstanding shares
of Common Stock of the Company approved by a majority of the Continuing
Directors then in office, after taking into account the potential long-term
value of the Company and all other factors that they consider
relevant.

    


    (cc)           “Redemption
Price” has the
meaning set forth in Section
23(a).

    


    (dd)           “Right”
and “Rights” have
the respective meanings set forth in the Recitals.

    


    (ee)           “Rights
Agent” has the
meaning set forth in the Recitals.

    


    (ff)           “Rights
Certificates” has
the meaning set forth in Section 3(a).

    


    (gg)           “Securities
Act” means the
Securities Act of 1933, as amended.

    


    (hh)           “Share
Acquisition Date”
means the date of the first public announcement (including the filing of a
report on Schedule 13D under the Exchange Act (or any comparable or successor
report)) by the Company or an Acquiring Person indicating that an Acquiring
Person has become such.

    


    (ii)           “Subsidiary” means, with respect to any
Person, any other Person of which securities or other ownership interests having
ordinary voting power, in the absence of contingencies, to elect a majority of
the board of directors or other Persons performing similar functions are at the
time directly or indirectly owned or controlled by such first
Person.

    


    (jj)           “Transfer
Tax” means any
tax or charge, including any documentary stamp tax, imposed or collected by any
governmental or regulatory authority in respect of any transfer of any security,
instrument or right, including Rights, shares of Common Stock and shares of
Preferred Stock.

    


    (kk)           “Trading
Day” means a day
on which the principal national securities exchange or inter-dealer quotation
system on which the security in question is listed, admitted to trading or
quoted is open for the transaction of business or, if the security in question
is not listed, admitted to trading or quoted on any national securities exchange
or inter-dealer quotation system, a Business Day.

    


    (ll)           “Triggering
Event” means any
Flip-in Event or any Flip-over Event.

    



    
      
         


      

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

    


    Section
3.     Issue of
Rights Certificates.  (a) Prior to the Distribution Date, (i)
the Rights will be evidenced (subject to Section 3(b)) by the certificates (or
registrations in uncertificated book-entry form on the books of the Company) for
the Common Stock and not by separate Rights Certificates, and the registered
holders of the Common Stock shall be deemed to be the registered holders of the
associated Rights, and (ii) the Rights will be transferable only in connection
with the transfer of the underlying shares of Common Stock (including a transfer
to the Company).  As soon as practicable after the Company has
notified the Rights Agent of the occurrence of a Distribution Date, the Rights
Agent will, subject to Section
7(d), send, by first-class, insured, postage prepaid mail, to each record
holder of the Common Stock as of the Close of Business on the Distribution Date,
at the address of such holder shown on the records of the Company, one or more
Rights Certificates, in substantially the form of Exhibit B attached hereto (the
“Rights Certificates”),
evidencing one Right (subject to adjustment as provided herein) for each share
of Common Stock so held.  If an adjustment in the number of Rights per
share of Common Stock has been made pursuant to Section 11(m), then the
Company shall, at the time of distribution of the Rights Certificates to record
holders of Common Stock as of the Close of Business on the Distribution Date,
make the necessary and appropriate rounding adjustments (in accordance with
Section 14(a)) so that
Rights Certificates representing only whole numbers of Rights are distributed to
such holders and cash is paid to such holders in lieu of any fractional
Rights.  From and after the Distribution Date, the Rights will be
evidenced solely by such Rights Certificates.

    



    
      
         


      

      
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    (b)           Rights
shall be issued in respect of all shares of Common Stock that become outstanding
(on original issuance or out of treasury) after the Effective Date but prior to
the earlier of the Distribution Date or the Expiration
Date.  Certificates (or registrations in uncertificated book-entry
form on the books of the Company) for the Common Stock that become outstanding
or shall be transferred or exchanged after the Effective Date but prior to the
earlier of the Distribution Date or the Expiration Date shall also be deemed to
be certificates (or registrations in uncertificated book-entry form on the books
of the Company) for Rights, and registered holders of Common Stock shall also be
the registered holders of the associated Rights, and the transfer of any of such
certificates (or the transfer of any shares evidenced by registrations in
uncertificated book-entry form on the books of the Company) shall also
constitute the transfer of the Rights associated with the Common Stock
represented thereby. If the Company purchases or acquires any shares of Common
Stock after the Effective Date but prior to the Distribution Date, any Rights
associated with such Common Stock shall be deemed canceled and retired so that
the Company shall not be entitled to exercise any Rights associated with the
Common Stock that are no longer outstanding.

    


    Section
4.    Form of
Rights Certificate.  (a) The Rights Certificates (and the forms
of assignment, election to purchase and certificates to be printed on the
reverse thereof) shall be substantially in the form of Exhibit B attached hereto and
may have such marks of identification or designation and such legends, summaries
or endorsements printed thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law, rule or regulation or with any rule or
regulation of any stock exchange or inter-dealer quotation system of a
registered national securities association on which the Rights may from time to
time be listed, traded or quoted or to conform to usage.  Subject to
Sections 11 and 22, the
Rights Certificates, whenever distributed, shall be dated as of the Distribution
Date, shall entitle the holders thereof to purchase such number of one
one-hundredths of a share of Preferred Stock as shall be set forth therein at
the price set forth therein, but the number of such one one-hundredths of a
share of Preferred Stock and the Purchase Price thereof shall be subject to
adjustment as provided herein.

    


    (b)           Any
Rights Certificate representing Rights beneficially owned by any Person referred
to in Section 7(d)(i), (ii) or
(iii) shall (to the extent feasible) contain the following
legend:

    


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


    
      
         


      

      
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    The
provisions of Section
7(d) hereof shall be operative regardless of whether the foregoing legend
is contained on any Rights Certificate.

    


    Section
5.    Countersignature
and Registration.  (a) The Rights Certificates shall be
executed on behalf of the Company by its Chairman of the Board, its President or
any Vice President, either manually or by facsimile signature, and shall have
affixed thereto the Company's seal or a facsimile thereof which shall be
attested by the Secretary or an Assistant Secretary of the Company, either
manually or by facsimile signature.  The Rights Certificates shall be
manually countersigned by the Rights Agent and shall not be valid for any
purpose unless so countersigned.  If any officer of the Company whose
manual or facsimile signature is affixed to the Rights Certificates shall cease
to be such officer of the Company before countersignature by the Rights Agent
and issuance and delivery by the Company, then such Rights Certificates may,
nevertheless, be countersigned by the Rights Agent and issued and delivered with
the same force and effect as though the individual who signed such Rights
Certificates had not ceased to be such officer of the Company.  Any
Rights Certificate may be signed on behalf of the Company by any Person who, at
the actual date of the execution of such Rights Certificate, shall be a proper
officer of the Company to sign such Rights Certificate, although at the date of
the execution of this Agreement any such Person was not such an
officer.

    


    (b)           Following
the Distribution Date, the Rights Agent will keep or cause to be kept, at its
principal office or offices designated as the appropriate place for surrender of
Rights Certificates upon exercise, transfer or exchange, books for registration
and transfer of the Rights Certificates.  Such books shall show with
respect to each Rights Certificate the name and address of the registered holder
thereof, the number of Rights indicated on the certificate, and the certificate
number.

    


    Section
6.    Transfer
and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights
Certificates.  (a) Subject to Section 4(b), 7(d), and 14, at
any time after the Close of Business on the Distribution Date and prior to the
Close of Business on the Expiration Date, any Rights Certificate(s) may, upon
the terms and subject to the conditions set forth in this Section 6(a), be transferred
or exchanged for another Rights Certificate(s) evidencing a like number of
Rights as the Rights Certificate(s) surrendered.  Any registered
holder desiring to transfer or exchange any Rights Certificate(s) shall make
such request in writing delivered to the Rights Agent, and shall surrender such
Rights Certificate(s) (with, in the case of a transfer, the form of assignment
and certificate on the reverse side thereof duly executed) to the Rights Agent
at the principal office or offices of the Rights Agent designated for such
purpose.  Neither the Rights Agent nor the Company shall be obligated
to take any action whatsoever with respect to the transfer of any such
surrendered Rights Certificate(s) until the registered holder of the Rights has
complied with the requirements of Section 7(e). Upon
satisfaction of the foregoing requirements, the Rights Agent shall, subject to
Sections 4(b), 7(d), 14 and
24, countersign and deliver to the Person entitled thereto a Rights
Certificate(s) as so requested.  The Company may require payment of a
sum sufficient to cover any Transfer Tax that may be imposed in connection with
any transfer or exchange of any Rights Certificate(s).


    
      
         


      

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

    


    Section
7.    Exercise
of Rights; Expiration Date of Rights; Restrictions on
Transfer.  (a) Subject to Section 7(d), the registered
holder of any Rights Certificate may exercise the Rights evidenced thereby
(except as otherwise provided herein, including, without limitation, Sections 7(e), 9(c), 11(a), 13,
23,  and 24), in whole or in part, at any time after the
Distribution Date and prior to the Expiration Date upon surrender of the Rights
Certificate, with the form of election to purchase and the certificate on the
reverse side thereof duly executed (with signatures guaranteed), to the Rights
Agent at the principal office or offices of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price (in lawful money
of the United States of America by certified check or bank draft payable to the
order of the Company) with respect to the Rights then to be exercised and an
amount equal to any applicable Transfer Tax.

    



    
      
         


      

      
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    (b)           Upon
satisfaction of the requirements of Section 7(a) and subject to
Section 20(k), the
Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent
of the Preferred Stock (or make available, if the Rights Agent is the transfer
agent therefor) certificates (or registrations in uncertificated book-entry form
on the books of the Company) for the total number of one one-hundredths of a
share of Preferred Stock to be purchased (and the Company hereby irrevocably
authorizes its transfer agent to comply with all such requests), or (B) if the
Company shall have elected to deposit the shares of Preferred Stock issuable
upon exercise of the Rights with a depository agent, requisition from the
depository agent depository receipts representing such number of one
one-hundredths of a share of Preferred Stock as are to be purchased (in which
case either (1) certificates for the shares of Preferred Stock represented by
such receipts shall be deposited by the transfer agent with the depository
agent, or (2) registrations in the depository agent’s name in uncertificated
book-entry form on the books of the Company shall be made by the transfer
agent), and the Company will direct the depository agent to comply with such
request, (ii) requisition from the Company the amount of cash, if any, to be
paid in lieu of issuance of fractional shares in accordance with Section 14, and (iii) after
receipt of such certificates (or evidence of registrations in uncertificated
book-entry form on the books of the Company) or depository receipts and cash, if
any, cause the same to be delivered to or upon the order of the registered
holder of such Rights Certificate (with such certificates (or registrations in
uncertificated book-entry form on the books of the Company) or receipts
registered in such name or names as may be designated by such
holder).  If the Company is obligated to deliver Class A Common Stock,
Class B Common Stock, other securities or assets pursuant to this Agreement, the
Company will make all arrangements necessary so that such other securities and
assets are available for distribution by the Rights Agent, if and when
appropriate.

    


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

    



    
      
         


      

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

    


    (e)           Notwithstanding
anything in this Agreement to the contrary, neither the Rights Agent nor the
Company shall be obligated to undertake any action with respect to a registered
holder of Rights upon the occurrence of any purported transfer pursuant to Section 6 or exercise pursuant
to this Section 7 unless
such registered holder (i) shall have completed and signed the certificate
contained in the form of assignment or election to purchase, as the case may be,
set forth on the reverse side of the Rights Certificate surrendered for such
transfer or exercise, as the case may be, (ii) shall not have indicated an
affirmative response to clause 1 or 2 thereof, and (iii) shall have provided
such additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner) or Affiliates or Associates thereof as the Company shall
reasonably request.

    


    (f)           No
Rights Certificate shall be issued pursuant to Section 3 that represents
rights Beneficially Owned by an Acquiring Person whose rights would be void
pursuant to the provisions of Section 7(d) or any Associate
or Affiliate thereof.  No Rights Certificate shall be issued at any
time upon the transfer of any Rights to an Acquiring Person whose rights would
be void pursuant to the provisions of Section 7(d) or any Associate
or Affiliate thereof or to any nominee of such Acquiring Person, Associate or
Affiliate.  Any Rights Certificate delivered to the Rights Agent for
transfer to an Acquiring Person whose rights would be void pursuant to the
provisions of Section
7(d) shall be canceled.

    



    
      
         


      

      
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    Section
8.    Cancellation
and Destruction of Rights Certificates.  All Rights
Certificates surrendered for exercise, transfer or exchange shall, if
surrendered to the Company 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 Rights Certificates shall be issued in
lieu thereof except as expressly permitted by this Agreement.  The
Company shall deliver to the Rights Agent for cancellation and retirement, and
the Rights Agent shall cancel and retire, any other Rights Certificate purchased
or acquired by the Company otherwise than upon the exercise
thereof.  The Rights Agent shall deliver all canceled Rights
Certificates to the Company, or shall, at the written request of the Company,
destroy such canceled Rights Certificates, and in either such case shall deliver
a certificate of cancellation or destruction thereof, as appropriate, to the
Company.

    


    Section
9.    Reservation
and Availability of Capital Stock.  (a) The Company covenants
and agrees that it will use reasonable efforts to cause to be reserved and kept
available out of its authorized and unissued shares of Preferred Stock a number
of shares of Preferred Stock that will be, except as provided in Section 11(a)(iii), sufficient to permit the
exercise in full of all outstanding Rights as provided in this
Agreement.

    


    (b)           The
Company shall use its best efforts to cause, from and after such time as the
Rights become exercisable, all shares of Preferred Stock issued or reserved for
issuance in accordance with this Agreement to be listed, upon official notice of
issuance, upon the principal national securities exchange, if any, upon which
the Class A Common Stock is listed or, if the principal market for the Class A
Common Stock is not on any national securities exchange, to be eligible for
quotation in a national inter-dealer quotation system.

    



    
      
         


      

      
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    (c)           The
Company shall use its best efforts (i) to file, as soon as practicable following
the earliest date after the occurrence of a Flip-in Event, or as soon as is
required by law following the Distribution Date, as the case may be, a
registration statement under the Securities Act with respect to the securities
issuable upon exercise of the Rights, (ii) to cause such registration statement
to become effective as soon as practicable after such filing, and (iii) to cause
such registration statement to remain effective (with a prospectus at all times
meeting the requirements of the Securities Act) until the earlier of (A) the
date as of which the Rights are no longer exercisable for such securities, and
(B) the Expiration Date.  The Company will also take such action as
may be appropriate under, or to ensure compliance with, the securities or blue
sky laws of the various states in connection with the exercisability of the
Rights.  The Company may temporarily suspend, for a period of time not
to exceed 90 days after the date set forth in Section 9(c)(i), 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 Company shall notify the Rights Agent and 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 that the rights are currently
exercisable.  Notwithstanding any such provision of this Agreement to
the contrary, the Rights shall not be exercisable for securities in any
jurisdiction if the requisite qualification in such jurisdiction shall not have
been obtained, such exercise therefor shall not be permitted under applicable
law or a registration statement in respect of such securities shall not have
been declared effective.

    


    (d)           The
Company covenants and agrees that it will take all such action as may be
necessary to ensure that all one one-hundredths of a share of Preferred Stock
issuable upon exercise of the Rights shall, at the time of delivery of the
certificates for such Preferred Stock (subject to payment of the Purchase
Price), be duly authorized, validly issued, fully paid, and
nonassessable.

    


    (e)           The
Company further covenants and agrees that it will pay when due and payable any
and all Transfer Taxes which may be payable in respect of the issuance or
delivery of the Rights Certificates and of any certificates (or registrations in
uncertificated book-entry form on the books of the Company) for Preferred Stock
upon the exercise of Rights.  The Company shall not, however, be
required to pay any Transfer Tax which may be payable in respect of any transfer
involved in the issuance or delivery of any Rights Certificates or of any
certificates (or registrations in uncertificated book-entry form on the books of
the Company) for Preferred Stock (or Class A Common Stock or other securities,
as the case may be) to a Person other than the registered holder of the
applicable Rights Certificate, and prior to any such transfer, issuance or
delivery any such Transfer Tax shall have been paid by the holder of such Rights
Certificate or it shall have been established to the Company's satisfaction that
no such Transfer Tax is due.

    



    
      
         


      

      
        - 14
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    Section
10.    Preferred
Stock Record Date.  Each Person (other than the Company) in
whose name any certificate (or registration in uncertificated book-entry form on
the books of the Company) for Preferred Stock is issued upon the exercise of
Rights shall for all purposes be deemed to have become the holder of record of
such Preferred Stock represented thereby on, and such certificate (or
registration in uncertificated book-entry form on the books of the Company)
shall be dated, the date upon which the Rights Certificate evidencing such
Rights was duly surrendered and payment of the Purchase Price (and any
applicable Transfer Taxes) was made; provided, however, that if the
date of such surrender and payment is a date upon which the transfer books of
the Company relating to the Preferred Stock are closed, such Person shall be
deemed to have become the record holder of such shares on, and such certificate
(or registration in uncertificated book-entry form on the books of the Company)
shall be dated, the next succeeding Business Day on which the applicable
transfer books of the Company are open.

    


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

    


    (a)(i) If the Company 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 (or other capital stock), (B)
subdivide or split 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 effect a reverse split of the outstanding shares of
Preferred Stock, 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 involving the Company in which the
Company is the surviving or continuing corporation), except as otherwise
provided in Section 7(d)
and this Section 11(a),
then the Purchase Price in effect immediately prior to 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 other
capital stock issuable on such date shall be proportionately adjusted so that
each holder of a Right shall thereafter be entitled to receive, upon exercise
thereof at the Purchase Price then in effect, the aggregate number and kind of
shares of Preferred Stock or other 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 applicable transfer books of the Company were open, such holder would have
been entitled to receive upon such exercise and by virtue of such dividend,
subdivision, combination or reclassification.  If an event occurs
which requires an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the
adjustment provided for in this Section 11(a)(i) shall be in
addition to, and shall be made prior to, any adjustment required pursuant to
Section
11(a)(ii).

    



    
      
         


      

      
        - 15
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    (ii)           Subject
to Sections 23 and
24, upon the
occurrence of a Flip-in Event, proper provision shall
promptly be made so that each holder of a Right shall (except as otherwise
provided herein, including, without limitation, Section 7(d)) thereafter be
entitled to receive, upon exercise of a Right in accordance with the terms of
this Agreement and payment of the Purchase Price, the greater of (A) the number
of one one-hundredths of a share of Preferred Stock for which such Right was
exercisable immediately prior to the first occurrence of the event described in
this Section 11(a)(ii)
or (B) such number of one one-hundredths of a share of Preferred Stock, based on
the per share Fair Market Value of the Preferred Stock (determined pursuant to
Section 11(b)) on the
date of such first occurrence, as have a value equal to twice the Purchase
Price; provided, however, that if the
Flip-in Event is also a Flip-over Event, then only the provisions of Section 13 shall apply and no
adjustment shall be made pursuant to this Section
11(a)(ii).

    


    (iii)           If
the Company does not have available sufficient authorized but unissued shares of
Preferred Stock to permit the adjustments required pursuant to the foregoing
subparagraph (i) or the exercise in full of the Rights in accordance with the
foregoing subparagraph (ii), then the Company shall take all such action as may
be necessary to authorize and reserve for issuance such number of additional
shares of Preferred Stock as may from time to time be required to be issued upon
the exercise in full of all Rights from time to time outstanding and, if
necessary, shall use its best efforts to obtain shareholder approval
thereof.  In lieu of issuing shares of Preferred Stock in accordance
with the foregoing subparagraphs (i) and (ii), the Company may, if the Board of
Directors determines (but only if at the time of such determination there are
then in office not less than two Continuing Directors and such action is
approved by a majority of the Continuing Directors then in office) that such
action is necessary or appropriate and not contrary to the interests of the
holders of Rights, elect to issue or pay, upon the exercise of the Rights, cash,
property, shares of Preferred Stock or Common Stock, or any combination thereof,
having an aggregate Fair Market Value equal to the Fair Market Value of the
shares of Preferred Stock which otherwise would have been issuable pursuant to
Section 11(a)(i) or
11(a)(ii), which Fair Market Value shall be determined by an investment
banking firm selected by the Board of Directors (but only if at the time of such
selection there are then in office not less than two Continuing Directors and
such selection is approved by a majority of the Continuing Directors then in
office).  For purposes of the preceding sentence, the Fair Market
Value of the Preferred Stock shall be determined pursuant to Section
11(d).  Subject to Section 23, any such election
by the Board of Directors of the Company must be made and publicly announced
within 30 days after the date on which the event described in Section 11(a)(ii)
occurs.

    



    
      
         


      

      
        - 16
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    (b)           If
the Company shall fix a record date for the issuance of rights, options or
warrants to all holders of Preferred Stock entitling them to subscribe for or
purchase (for a period expiring within 45 calendar days after such record date)
Preferred Stock (or securities having the same rights, privileges and
preferences as the shares of Preferred Stock (“Equivalent Preferred
Securities”)) or securities convertible into or exercisable for Preferred
Stock (or Equivalent Preferred Securities) at a price per share of Preferred
Stock (or Equivalent Preferred Securities) (in each case, taking account of any
conversion or exercise price) less than the current market price (as determined
pursuant to Section
11(d)) per share of Preferred Stock on such record date, the Purchase
Price to be in effect after such record date shall be determined by multiplying
the Purchase Price in effect immediately prior to such date by a fraction, the
numerator of which shall be the number of shares of Preferred Stock outstanding
on such record date, plus the number of shares of Preferred Stock which the
aggregate price (taking account of any conversion or exercise price) of the
total number of shares of Preferred Stock (and/or Equivalent Preferred
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 Preferred Securities) so to be
offered.  In case such subscription price may be paid by delivery of
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 Company, or, if at the time of such determination there is an
Acquiring Person, by a majority of the Continuing Directors, whose determination
shall be described in a statement filed with the Rights Agent and shall be
conclusive for all purposes.  Shares of Preferred Stock owned by or
held for the account of the Company shall not be deemed outstanding for the
purpose of any such computation.  Such adjustment shall be made
successively whenever such a record date is fixed, and if such rights, options
or warrants are not so issued, the Purchase Price shall be adjusted to be the
Purchase Price which would then be in effect if such record date had not been
fixed.

    


    (c)           In
case the Company shall fix a record date for the making of a distribution to all
holders of Preferred Stock (including any such distribution made in connection
with a consolidation or merger involving the Company in which the Company is the
surviving entity) of evidences of indebtedness, equity securities other than
Preferred Stock, cash or assets (other than a regular periodic cash dividend out
of the earnings or retained earnings of the Company) or rights, options or
warrants (excluding those referred to in Section 11(b)), 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 (as
determined pursuant to Section
11(d)) per share of Preferred Stock on such record date, less the value
(as determined pursuant to Section 11(d)) of such
evidences of indebtedness, equity securities, assets, rights, options or
warrants so to be distributed with respect to one share of Preferred Stock, and
the denominator of which shall be such current market price per share of
Preferred Stock (as determined by Section
11(d)).  Such adjustment shall be made successively whenever
such a record date is fixed, and if such distribution is not so made, 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.


    
      
         


      

      
        - 17
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    (d)           For
purposes of this Agreement, the “Fair Market Value” of any
share of Preferred Stock or Common Stock or any Right or other security or any
other property on any date shall be determined as provided in this Section 11(d).  In
the case of a publicly traded stock or other security, the Fair Market Value on
any date shall be determined to be the average of the daily closing prices per
share of such stock or per unit of such other security for the 30 consecutive
Trading Days immediately prior to such day; provided, however, that if the
Fair Market Value per share of any share of stock is determined during a period
following the announcement by the issuer of such stock of (A) a dividend or
distribution on such stock payable in shares of such stock or securities
exercisable for or convertible into shares of such stock (other than the
Rights), or (B) any subdivision, split, combination, consolidation, reverse
stock split or reclassification of such stock, and prior to the expiration of
the requisite 30 Trading Day period after the ex-dividend date for such dividend
or distribution, or the record date for such subdivision, split, combination,
consolidation, reverse stock split or reclassification, then, and in each such
case, the “Fair Market
Value” shall be properly adjusted by the Board of Directors to take into
account ex-dividend or post-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, if the shares of stock are not listed
or admitted to trading on the New York Stock Exchange, on the principal national
securities exchange on which the shares of stock are listed or admitted to
trading or, if the shares of stock are not listed or admitted to trading on any
national securities exchange, the last quoted price or, if not so quoted, the
average of the high bid and low asked prices in the over-the-counter market, as
reported by the principal national inter-dealer quotation system on which such
shares are quoted or, if on any such date the shares of stock are not quoted by
any such organization, the average of the closing bid and asked prices as
furnished by a professional market maker making a market in the stock selected
by the Board of Directors of the Company, or, if at the time of such selection
there is an Acquiring Person, by a majority of the Continuing
Directors.  If on any such date no market maker is making a market in
the stock, then the Fair Market Value of such shares on such date as determined
in good faith by the Board of Directors of the Company (or, if at the time of
such determination there is an Acquiring Person, then by a majority of the
Continuing Directors) shall be used.  If the stock is not publicly
held or not so listed or traded, the “Fair Market Value” per share
means the fair value per share as determined in good faith by the Board of
Directors of the Company, or, if at the time of such determination there is an
Acquiring Person, by a majority of the Continuing Directors, or if there are no
Continuing Directors, by a nationally recognized investment banking firm
selected by the Board of Directors, which determination shall be described in a
statement filed with the Rights Agent and shall be conclusive for all purposes;
provided, however, that for
purposes of making the adjustment provided for by Section 11(a)(ii), the Fair
Market Value of a share of Preferred Stock shall not be less than 100% of the
product of the Fair Market Value of a share of Common Stock multiplied by the
greater of the then current Dividend Multiple or Vote Multiple applicable to the
Preferred Stock (as such terms are then currently defined in the Certificate of
Designations relating to the Preferred Stock) and shall not exceed 105% of the
product of the then current Fair Market Value of a share of Common Stock
multiplied by the greater of the then current Dividend Multiple or Vote Multiple
applicable to the Preferred Stock.  In the case of property other than
securities, the “Fair Market
Value” thereof shall be determined in good faith by the Board of
Directors of the Company (or, if at the time of such determination there is an
Acquiring Person, then by a majority of the Continuing Directors) based upon
such appraisals or valuation reports of such independent experts as the
directors making such determination shall in good faith determine to be
appropriate in accordance with good business practices and the interest of the
holders of the Rights.  Any such determination of Fair Market Value
shall be described in a statement filed with the Rights Agent and shall be
binding upon the Company, the Rights Agent and the holders of the
Rights.

    



    
      
         


      

      
        - 18
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    (e)           All
calculations under this Section
11 shall be made to the nearest cent or to the nearest one one-hundredth
of a share, as the case may be.

    


    (f)           If
at any time, as a result of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a), the holder of
any Right shall be entitled to receive upon exercise of such Right any shares of
capital stock other than Preferred Stock, thereafter the number of such other
shares so receivable upon exercise of any Right and the Purchase Price thereof
shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the Preferred
Stock contained in Sections
11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (l), 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.

    


    (g)           All
Rights originally issued by the Company subsequent to any adjustment made
hereunder shall evidence the right to purchase, at the Purchase Price then in
effect, the then applicable number of one one-hundredths of a share of Preferred
Stock and other capital stock of the Company issuable from time to time
hereunder upon exercise of the Rights, all subject to further adjustment as
provided herein.

    


    (h)           Unless
the Company shall have exercised its election as provided in Section 11(i), upon each
adjustment of the Purchase Price as a result of the calculations made in Sections 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-hundredths of a share of Preferred Stock (calculated to the nearest
one-millionth) obtained by (i) multiplying (x) the number of one one-hundredths
of a share for which a Right was exercisable immediately prior to this
adjustment by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price, and (ii) dividing the product so obtained by
the Purchase Price in effect immediately after such adjustment of the Purchase
Price.

    


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

    



    
      
         


      

      
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    (j)           Irrespective
of any adjustment or change in the Purchase Price or the number of one
one-hundredths of a share of Preferred Stock issuable upon the exercise of the
Rights, the Rights Certificates theretofore and thereafter issued may continue
to express the Purchase Price per one one-hundredth of a share and the number of
shares which were expressed in the initial Rights Certificates issued hereunder
but, nevertheless shall represent the Rights as so adjusted.

    


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

    


    (l)           Anything
in this Section 11 to
the contrary notwithstanding, in the event of any reclassification of stock of
the Company or any recapitalization, reorganization or partial liquidation of
the Company or similar transaction, the Company shall be entitled to make such
further adjustments in the number of shares of Preferred Stock which may be
acquired upon exercise of the Rights, and such adjustments in the Purchase Price
therefor, in addition to those adjustments expressly required by the other
subparagraphs of this Section
11, as the Board of Directors of the Company shall determine to be
necessary or appropriate in order for the holders of the Rights in such event to
be treated equitably and in accordance with the purpose and intent of this
Agreement or in order that any such event shall not, but for such adjustment, in
the opinion of counsel to the Company, result in the shareholders of the Company
being subject to any United States federal income tax liability by reason
thereof.

    


    (m)           Notwithstanding
anything in this Agreement to the contrary, if at any time after the Effective
Date and prior to the Distribution Date the Company shall (i) pay a dividend on
the outstanding shares of Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock into a larger number of shares, or (iii)
combine the outstanding Common Stock into a smaller number of shares, the number
of Rights associated with each share of Common Stock then outstanding, or issued
or delivered thereafter shall be proportionately adjusted so that the number of
Rights thereafter associated with each share of Common Stock following any such
event shall equal the result obtained by multiplying the number of Rights
associated with each share of Common Stock immediately prior to such event by a
fraction the numerator of which shall be the total number of shares of Common
Stock outstanding immediately prior to the occurrence of the event and the
denominator of  which shall be the total number of shares of Common
Stock outstanding immediately following the occurrence of such
event.

    



    
      
         


      

      
        - 20
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    (n)           In
any case in which this Section
11 shall require that an adjustment in the Purchase Price be made
effective as of a record date for a specified event, the Company may elect to
defer until the occurrence of such event the issuance to the holder of any Right
exercised after such record date the number of one one-hundredths of a share of
Preferred Stock or other capital stock of the Company, if any, issuable upon
such exercise over and above the number of one one-hundredths of a share of
Preferred Stock or other capital stock of the Company, if any, issuable upon
such exercise on the basis of the Purchase Price in effect prior to such
adjustment; provided, however, that the
Company shall deliver to such holder a due bill or other appropriate instrument
evidencing such holder's right to receive such additional shares upon the
occurrence of the event requiring such adjustment.

    


    (o)           The
Company covenants and agrees that it will not at any time after the Distribution
Date, (i) consolidate with any other Person, (ii) merge with or into any other
Person, (iii) effect a statutory share exchange with any Person, or (iv) sell,
lease or otherwise transfer (and/or permit any of its Subsidiaries to sell,
lease or otherwise transfer), in one transaction or a series of related
transactions, assets aggregating more than 50% of the assets (measured by either
book value or Fair Market Value) or generating more than 50% of operating income
or cash flow of the Company 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, statutory share exchange, sale, lease or transfer there are any rights,
warrants or other instruments or securities outstanding or
any  agreements or arrangements 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, statutory share exchange, sale, lease or transfer, the
shareholders of a Person who constitutes, or would constitute, the “Principal Party” for the
purposes of Section 13
shall have received a distribution of Rights previously owned by such Person or
any of its Affiliates and Associates.

    


    (p)           The
Company covenants and agrees that after the Distribution Date, it will not,
except as permitted by Sections
23, 24 or 27, 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
substantially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights, unless such action is approved by a majority of the
Continuing Directors.

    


    Section 12.  Certificate
of Adjusted Purchase Price or Number of Shares.  Whenever an
adjustment is made as provided in Sections 11 and 13, the
Company shall (a) promptly prepare a certificate setting forth such adjustment
and a brief statement of the facts accounting for such adjustment, (b) promptly
file with the Rights Agent and with each transfer agent for the Preferred Stock
and the Common Stock a copy of such certificate, and (c) mail a brief summary
thereof to each holder of a Rights Certificate (or, if prior to the Distribution
Date, to each holder of a certificate (or registration in uncertificated
book-entry form on the books of the Company) representing shares of Common
Stock) in the manner set forth in Section 26.  The
Rights Agent shall be fully protected in relying on any such certificate and on
any adjustment contained therein.


    
      
         


      

      
        - 21
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    Section
13.    Consolidation,
Merger or Sale or Transfer of Assets or Earning Power.  (a)
Except for any transaction with a Person who has consummated a Qualifying Tender
Offer which transaction is approved by a majority of the Continuing Directors,
if following the Share Acquisition Date, directly or indirectly, any of the
following (a “Flip-over
Event”) shall occur:

    


    (w)           the
Company shall consolidate with, merge with or into, or otherwise combine with,
any other Person, and the Company shall not be the continuing or surviving
corporation of such consolidation, merger or combination, or

    


    (x)           any
Person shall consolidate with, merge with or into, or otherwise combine with,
the Company, and the Company shall be the continuing or surviving corporation of
such consolidation, merger or combination and, in connection with such
consolidation, merger or combination, all or part of the outstanding shares of
Common Stock shall be changed into or exchanged for other stock or securities of
the Company or any other Person or cash or any other property, or

    


    (y)           the
Company shall be a party to any statutory share exchange with any other Person
after which the Company is a Subsidiary of any other Person, or

    


    (z)           the
Company and/or one or more of its Subsidiaries shall sell, lease or otherwise
transfer, in one transaction or a series of related transactions, assets
aggregating more than 50% of the assets (measured by either book value or Fair
Market Value) or generating more than 50% of the operating income or cash flow
of the Company and its Subsidiaries, taken as a whole, to any other Person or
Persons or any Affiliate or Associate of such Person(s),

    


    then, and
in each such case, proper provision shall promptly be made so that

    


    
      	 (i)	
              each
      holder of a Right, except as provided in Section 7(d), shall
      thereafter be entitled to receive, upon exercise thereof and payment of
      the Purchase Price in accordance with the terms of this Agreement, such
      number of duly authorized, validly issued, fully paid and nonassessable
      shares of freely tradable Common Stock of the Principal Party, not subject
      to any rights of call or first refusal, liens, encumbrances or other
      claims, as shall (based on the Fair Market Value of the Common Stock of
      the Principal Party) be equal to on the date of consummation of such
      consolidation, merger, combination, statutory share exchange, sale, lease
      or transfer twice the Purchase
Price;

            


    

    



    
      
         


      

      
        - 22
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              (ii)

            	
              the
      Principal Party shall thereafter be liable for, and shall assume, by
      virtue of such consolidation, merger, combination, statutory share
      exchange, sale, lease or transfer, all the obligations and duties of the
      Company pursuant to this Agreement;

            


    

    


    
      	
              (iii)

            	
              the
      term “Company”
      shall thereafter be deemed to refer to such Principal Party, it
      being specifically intended that the provisions of Section 11 shall apply
      only to such Principal Party following the first occurrence of a Flip-over
      Event;

            


    

    


    
      	
              (iv)

            	
              such
      Principal Party shall take such steps (including, without limitation, the
      authorization and reservation of a sufficient number of shares of its
      Common Stock to permit exercise of all outstanding Rights in accordance
      with this Section
      13(a)) in connection with the consummation of any such transaction
      as may be necessary to assure that the provisions hereof shall thereafter
      be applicable, as nearly as reasonably may be, in relation to the shares
      of its Common Stock thereafter deliverable upon the exercise of the
      Rights; and

            


    

    


    
      	
              (v)

            	
              the
      provisions of Section
      11(a)(ii) shall be of no effect following the first occurrence of a
      Flip-over Event.

            


    

    


    However,
upon the subsequent occurrence of any consolidation, merger, combination,
statutory share exchange, sale, lease, transfer, recapitalization,
reclassification of shares, reorganization or other extraordinary transaction in
respect of such Principal Party, each holder of a Right shall thereupon be
entitled to receive, upon exercise of a Right and payment of the Purchase Price,
such cash, shares, rights, warrants and other property which such holder would
have been entitled to receive had it, at the time of such transaction, owned the
shares of Common Stock of the Principal Party purchasable upon the exercise of a
Right, and such Principal Party shall take such steps (including, without
limitation, reservation of shares of stock) as may be necessary to permit the
subsequent exercise of the Rights in accordance with the terms hereof for such
cash, shares, rights, warrants and other property.

    


    (b)           “Principal Party”
means:

    


    
      	
              (i)

            	
              in
      the case of any transaction described in Sections 13(a) (w), (x) or
      (y), (A) the Person that is the issuer of any securities into which
      shares of Common Stock of the Company are converted in such merger,
      consolidation, or combination or for which shares of Common Stock of the
      Company are exchanged in such statutory share exchange, or, if there is
      more than one such issuer, the issuer of the Common Stock of which has the
      greatest aggregate market value, or (B) if no securities are issued, (x)
      the Person that survives such consolidation or is the other party to the
      merger, combination or statutory share exchange, or, if there is more than
      one such Person, the Person the Common Stock of which has the greatest
      aggregate market value, 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 Company if it survives);
  and

            


    


    
      
         


      

      
        - 23
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              (ii)

            	
              in
      the case of any transactions described in Sections 13(a)(z), the
      Person that is the party receiving the greatest portion of the assets,
      operating income or cash flow transferred pursuant to such transaction or
      transactions, or, if each Person that is a party to such transaction or
      transactions receives the same portion of the assets, operating income or
      cash flow so transferred, or, if the Person receiving the greatest portion
      of the assets, operating income or cash flow cannot be determined, the
      Person the Common Stock of which has the greatest aggregate market
      value;

            


    

    


    provided, however, that in any
such case, (A) 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; and (B) in case such Person is a
Subsidiary, directly or indirectly, of more than one Person, the Common Stock 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.

    


    (c)           The
Company shall not consummate any such consolidation, merger, combination,
statutory share exchange, sale, lease or transfer unless the Principal Party
shall have a sufficient number of authorized shares of its Common Stock which
are not outstanding or otherwise reserved for issuance to permit the exercise in
full of the Rights in accordance with this Section 13 and unless prior
thereto the Company and such Principal Party shall have executed and delivered
to the Rights Agent a supplemental agreement confirming that the Principal Party
shall, upon consummation of such consolidation, merger, combination, statutory
share exchange, sale, lease or transfer, assume this Agreement in accordance
with Section 13(a) and
that all rights of first of refusal or preemptive rights in respect of the
issuance of shares of Common Stock of the Principal Party upon exercise of
outstanding Rights have been waived and that such transaction shall not result
in a default by the Principal Party under this Agreement, and further providing
that, as soon as practicable after the date of any consolidation, merger,
combination, statutory share exchange, sale, lease or transfer mentioned in
Section 13(a), the
Principal Party will (i) prepare and file a registration statement under the
Securities Act with respect to the Rights and the securities issuable upon
exercise of the Rights on an appropriate form, and will use its best efforts to
cause such registration statement (A) to become effective as soon as practicable
after such filing, and (B) to remain effective (with a prospectus at all times
meeting the requirements of the Securities Act) until the Expiration Date; (ii)
use its best efforts to list (or continue the listing of) the Rights and the
securities issuable upon exercise of the Rights on a national securities
exchange or to meet the eligibility requirements for quotation on a national
inter-dealer quotation system; 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 (or any successor form) under the Exchange Act.

    



    
      
         


      

      
        - 24
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    (d)           The
provisions of this Section
13 shall similarly apply to successive mergers, consolidations,
combinations, statutory share exchanges, sales, leases or other
transfers.  If any Flip-over Event shall occur at any time after the
occurrence of a Flip-in Event, the Rights which have not theretofore been
exercised shall thereafter become exercisable in the manner described in Section 13(a).

    


    (e)           If
the Principal Party which is to be a party to a transaction referred to in this
Section 13 has a
provision in any of its authorized securities or in its certificate or articles
of incorporation or bylaws or other instrument governing its corporate affairs,
which provision would have the effect of (i) causing such Principal Party to
issue, in connection with, or as a consequence of, the consummation of a
transaction referred to in this Section 13, shares of Common
Stock of such a Principal Party at less than the Fair Market Value per share
(determined pursuant to Section
11(b) hereof) or securities exercisable for, or convertible into, Common
Stock of such Principal Party at less than such then Fair Market Value (other
than to holders of Rights pursuant to this Section 13), or (ii) providing
for any special tax or similar payment in connection with the issuance to any
holder of a Right of Common Stock of such Principal Party pursuant to the
provisions of this Section
13 then, in such event, the Company shall not consummate any such
transaction unless prior thereto the Company and such Principal Party shall have
executed and delivered to the Rights Agent a supplemental agreement providing
that the provision in question of such Principal Party shall have been
cancelled, waived, amended or that the authorized securities shall be redeemed,
so that the applicable provision will have no effect in connection with, or as a
consequence of, consummation of the proposed transaction.

    


    Section
14.       Fractional
Rights and Fractional Shares.  (a) The Company shall not be
required to issue fractions of Rights, or to distribute Rights Certificates
which evidence fractional Rights, unless such fractional Rights result from a
transaction referred to in Section
11(a)(i).  In lieu of any such fractional Rights, the Company
shall pay to the registered holders of the Rights Certificates with regard to
which such fractional Rights would otherwise be issuable an amount in cash equal
to the same fraction of the Fair Market Value of a whole Right.

    


    (b)           The
Company shall not be required to issue fractions of shares of Preferred Stock
(other than fractions which are multiples of one one-hundredth of a share of
Preferred Stock) upon exercise of the Rights or to distribute certificates which
evidence fractional shares of Preferred Stock (other than fractions which are
multiples of one one-hundredth of a share of Preferred Stock).  In
lieu of any such fractional shares of Preferred Stock, the Company shall pay to
the registered holders of Rights Certificates at the time such Rights are
exercised as provided herein an amount in cash equal to the same fraction of the
Fair Market Value of one one-hundredth of a share of Preferred
Stock.

    



    
      
         


      

      
        - 25
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    (c)           Upon
any exchange pursuant to Section 24, the Company shall
not be required to issue fractions of shares of Common Stock or to distribute
certificates (or make registrations in uncertificated book-entry form on the
books of the Company) which evidence fractional shares of Common
Stock.  In lieu of fractional shares of Common Stock, the Company
shall pay to the registered holders of Rights Certificates at the time such
Rights are exchanged as provided herein an amount in cash equal to the same
fraction of the Fair Market Price of a share of Common Stock.

    


    (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 permitted by this Section 14.

    


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

    


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

    


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

    


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

    



    
      
         


      

      
        - 26
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    (c)           subject
to Sections 6(a) and
7(e), the Company and the Rights Agent may deem and treat the Person in
whose name a Rights Certificate (or, prior to the Distribution Date, a
certificate (or registration in uncertificated book-entry form on the books of
the Company) representing Common Stock) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Rights Certificate or any certificate (or
registration in uncertificated book-entry form on the books of the Company)
representing shares of Common Stock made by anyone other than the Company or the
Rights Agent) for all purposes whatsoever, and neither the Company nor the
Rights Agent, subject to the last sentence of Section 7(d), shall be
affected by any notice to the contrary; and

    


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

    


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

    


    Section
18.   Concerning
the Rights Agent.  (a) The Company agrees to pay to the Rights
Agent reasonable compensation for all services rendered by it hereunder and,
from time to time, on demand of the Rights Agent, its reasonable expenses and
counsel fees and other disbursements incurred in the execution or administration
of this Agreement and the exercise and performance of its duties
hereunder.  The Company also agrees to indemnify the Rights Agent for,
and to hold it harmless against, any loss, liability, 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 or the exercise or
performance of its duties hereunder, including the costs and expenses of
defending against any claim of liability.


    
      
         


      

      
        - 27
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    (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 the
administration of this Agreement or the exercise or performance of its duties
hereunder in reliance upon any Rights Certificate or certificate (or
registration in uncertificated book-entry form on the books of the Company) for
Common Stock or for other securities of the Company, instrument of assignment or
transfer, power of attorney, endorsement, affidavit, letter, notice,
instruction, direction, consent, certificate, statement, or other paper or
document believed by it to be genuine and to be signed, executed and, where
necessary, verified or acknowledged, by the proper Person or
Persons.

    


    Section
19.   Merger or
Consolidation or Change of Name of Rights Agent.  (a) Any
corporation into which the Rights Agent or any successor Rights Agent may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which the Rights Agent or any successor Rights
Agent shall be a party, or any corporation succeeding to the corporate trust or
stock transfer business of the Rights Agent or any successor Rights Agent, shall
be the successor to the Rights Agent under this Agreement without the execution
or filing of any paper or any further act on the part of any of the parties
hereto; provided, however, that such
corporation would be eligible for appointment as a successor Rights Agent under
the provisions of Section
21.  In case at the time such successor Rights Agent shall
succeed to the agency created by this Agreement, any of the Rights Certificates
shall have been countersigned but not delivered, any such successor Rights Agent
may adopt the countersignature of a predecessor Rights Agent and deliver such
Rights Certificates so countersigned; and if at that time any of the Rights
Certificates shall not have been countersigned, then any successor Rights Agent
may countersign such Rights 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 Rights Certificates shall have the full force provided in the Rights
Certificates and in this Agreement.

    


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

    


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

    


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


    
      
         


      

      
        - 28
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    (b)           Whenever
in the performance of its duties under this Agreement the Rights Agent shall
deem it necessary or desirable that any fact or matter (including, without
limitation, the identity of any Acquiring Person and the determination of Fair
Market Value) be proved or established by the Company prior to taking, suffering
or omitting to take any action hereunder, such fact or matter (unless other
evidence in respect thereof is specifically prescribed herein) may be deemed to
be conclusively proved and established by a certificate signed by the Chairman
of the Board, the President, any Vice President, the Secretary or any Assistant
Secretary of the Company and delivered to the Rights Agent.  Any such
certificate shall be full authorization to the Rights Agent for any action
taken, suffered or omitted 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.

    


    (d)           The
Rights Agent shall not be liable for or by reason of any of the statements of
fact or recitals contained in this Agreement or in the Rights Certificates
(except its countersignature 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
Company only.

    


    (e)           The
Rights Agent shall not be under any responsibility in respect of the validity of
this Agreement or the execution and delivery hereof (except the due execution
hereof by the Rights Agent) or in respect of the validity or execution of any
Rights Certificate (except its countersignature thereof); nor shall it be
responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Rights Certificate; nor shall it be responsible for
any change in the exercisability of the Rights (including the Rights becoming
void pursuant to Section
7(d)) or any adjustment in the terms of the Rights (including the manner,
method or amount thereof) provided for in Sections 3, 11, 13, 23 or 24,
or the ascertaining of the existence of facts that would require any such
adjustment (except with respect to the exercise of Rights evidenced by Rights
Certificates after actual notice of any such adjustment); nor shall it by any
act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Common Stock or Preferred Stock to
be issued pursuant to this Agreement or any Rights Certificate or as to whether
any shares of Common Stock or Preferred Stock will, when issued, be duly
authorized, validly issued, fully paid and nonassessable.

    


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

    



    
      
         


      

      
        - 29
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    (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 President any  Vice President, the Secretary or any
Assistant Secretary of the Company, and to apply to such officers for advice or
instructions in connection with its duties, and it shall not be liable for any
action taken, suffered or omitted to be taken by it in good faith in accordance
with instructions of any such officer.

    


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

    


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

    


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

    



    
      
         


      

      
        - 30
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    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’
written notice mailed to the Company and to each transfer agent of the Common
Stock and Preferred Stock by registered or certified mail, and, subsequent to
the Distribution Date, to the holders of the Rights Certificates by first-class
mail.  In the event the transfer agency relationship in effect between
the Company and the Rights Agent terminates, the Rights Agent will be deemed to
have resigned automatically and be discharged from its duties under this
Agreement as of the effective date of such termination, and the Company shall be
responsible for sending any required notice.  The Company may remove
the Rights Agent or any successor Rights Agent upon 30 days' written notice,
mailed to the Rights Agent or successor Rights Agent, as the case may be, and to
each transfer agent of the Common Stock and Preferred Stock by registered or
certified mail, and subsequent to the Distribution Date, to the holders of the
Rights Certificates by first-class mail.  If the Rights Agent shall
resign or be removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Rights Agent.  If the Company shall
fail to make such appointment within a period of 30 days of giving notice of
such removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Rights Certificate (who shall, with such notice, submit his Rights Certificate
for inspection by the Company), then the registered holder of any Rights
Certificate may apply to any court of competent jurisdiction for the appointment
of a new Rights Agent.  Any successor Rights Agent, whether appointed
by the Company or by such a court, shall be (a) a corporation organized and
doing business under the laws of the United States or of the State of Georgia
(or any other state of the United States so long as such corporation is
authorized to do business as a banking institution in the State of Georgia), in
good standing, which is authorized under such laws to exercise stock transfer or
corporate trust powers and is subject to supervision or examination by federal
or state authority and which has at the time of its appointment as Rights Agent
a combined capital and surplus of at least $50,000,000 or (b) an Affiliate of a
corporation described in Section
21(a).  After appointment, the successor Rights Agent shall be
vested with the same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the
purpose.  Not later than the effective date of any such appointment,
the Company shall file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Common Stock and the Preferred Stock, and,
subsequent to the Distribution Date, mail a notice thereof in writing to the
registered holders of the Rights Certificates.  Failure to give any
notice provided for in this Section 21, 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.

    



    
      
         


      

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

    


    Section
23.   Redemption
and Termination.  (a) The Company may, at its option, but only
upon the vote of a majority of the Board of Directors then in office, at any
time prior to the earlier of (i) the Close of Business on the tenth day after
the Share Acquisition Date (or, subject to Section 27, such later date as
a majority of the Continuing Directors may designate), or (ii) the Final
Expiration Date, redeem all but not less than all of the then outstanding Rights
at a redemption price of $0.01 per Right, as such amount may be appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such redemption price being referred to herein
as the “Redemption
Price”), and the Company may, at its option, pay the Redemption Price in
shares of Common Stock (based on the Fair Market Value of the shares of Common
Stock at the time of redemption), cash or any other form of consideration deemed
appropriate by the Board of Directors; provided, however, that at any
time after the occurrence of a Flip-in Event, any redemption of the Rights shall
be effective only if there are Continuing Directors then in office, and such
redemption shall have been approved by a majority of such Continuing Directors;
provided, further, that if the
period during which the immediately preceding requirements regarding the
incumbency and approval of Continuing Directors may be enforced is limited by
Section 14-2-624(d)(2) of the Georgia Business Corporation Code, or any
successor to such law, then such requirements shall be effective to the fullest
extent and for the longest period(s) permitted by such law or any successor to
such law.  In addition, any redemption of Rights shall also be subject
to any additional approval procedures required by the articles of incorporation
or bylaws of the Company.  Notwithstanding anything in this Agreement
to the contrary, the Rights shall not be exercisable after the first occurrence
of a Flip-in Event until such time as the Company's right of redemption
hereunder has expired.

    


    (b)           If,
following the occurrence of a Share Acquisition Date and following the
expiration of the right of redemption hereunder (i) a Person who is an Acquiring
Person shall have transferred or otherwise disposed of a number of shares of
Common Stock in one transaction or series of transactions, not directly or
indirectly involving the Company or any of its Subsidiaries, which did not
result in the occurrence of a Triggering Event, such that such Person is
thereafter the Beneficial Owner of 10% or less of the outstanding Common Stock,
and (ii) there are no other Persons immediately following the occurrence of the
event described in clause (i) who are Acquiring Persons, then the right of
redemption shall be reinstated and thereafter be subject to the provisions of
this Section
23.

    



    
      
         


      

      
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    (c)           Immediately
upon the action of the Board of Directors of the Company electing to redeem the
Rights with, where required, the concurrence of the Continuing Directors, and
without any further action and without any notice, the right to exercise the
Rights will terminate and thereafter the only right of the holders of Rights
shall be to receive the Redemption Price for each Right so held.  The
Company shall promptly thereafter give notice of such redemption to the Rights
Agent and the holders of the Rights in the manner set forth in Section 26; provided, however, that the
failure to give, or any defect in, such notice shall not affect the validity of
such redemption.  Any notice which is mailed in the manner provided
herein shall be deemed given, whether or not the holder receives the
notice.  Each such notice of redemption will state the method by which
the payment of the Redemption Price will be made.

    


    Section
24.   Exchange.  (a)
At any time after the occurrence of a Flip-in Event, a majority of the
Continuing Directors may, at their option, exchange all or part of the then
outstanding and exercisable Rights (which shall not include Rights that have
become void pursuant to Section
7(d)) for shares of Class A Common Stock at an exchange ratio of one
share of Class A Common Stock per Right held by the holder of Class A Common
Stock and for shares of Class B Common Stock at an exchange ratio of one share
of Class B Common Stock per Right held by the holder of Class B Common Stock, in
each case, 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”).  If a holder owns both Class A Common Stock and Class
B Common Stock, then the shares of Common Stock issued to such holder in
exchange for Rights shall be apportioned pro rata based upon the ratio of shares
of Class A Common Stock and Class B Common Stock held by such
Person.

    


    (b)           Immediately
upon the action of the Continuing Directors electing to exchange any Rights
pursuant to Section
24(a) and without any further action and without any notice, the right to
exercise such Rights will terminate and thereafter the only right of a holder of
such Rights shall be to receive that number of shares of Class A Common Stock or
Class B Common Stock (as applicable) equal to the number of such Rights held by
such holder multiplied by the Exchange Ratio.  The Company shall
promptly thereafter give notice of such exchange to the Rights Agent and the
holders of the Rights to be exchanged in the manner set forth in Section 26; provided, however, that the
failure to give, or any defect in, such notice shall not affect the validity of
such exchange.  Any notice which is mailed in the manner provided
herein shall be deemed given, whether or not the holder receives the
notice.  Each such notice of exchange will state the method by which
the exchange of the shares of Common Stock for Rights will be effected and, in
the event of any partial exchange, the number of Rights which will be
exchanged.  Any partial exchange shall be effected pro rata based on
the number of Rights (other than Rights which have become void pursuant to Section 7(d)) held by each
holder of Rights.

    



    
      
         


      

      
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    (c)           If
there shall not be sufficient Class A Common Stock or Class B Common Stock
issued but not outstanding or authorized but unissued to permit any exchange of
Rights as contemplated by this Section 24, the Company shall
take all such action as may be necessary to authorize additional Class A Common
Stock or Class B Common Stock (as applicable) for issuance upon exchange of the
Rights.  If the Company shall, after a good faith effort, be unable to
take all such action as may be necessary to authorize such additional Class A
Common Stock or Class B Common Stock (as applicable), the Company may substitute
other equity securities of the Company which a majority of the Continuing
Directors has determined to be essentially equivalent to shares of Class A
Common Stock or Class B Common Stock (as applicable) in respect to dividend,
liquidation and voting rights (such securities being referred to herein as “Common Stock Equivalents”)
for shares of Class A Common Stock or Class B Common Stock (as applicable)
exchangeable for Rights, at the initial rate of one Common Stock Equivalent for
each share of Class A Common Stock or Class B Common Stock (as
applicable).

    


    Section
25.   Notice of
Proposed Actions.  (a) If the Company shall propose, at any
time after the Distribution Date, (i) to pay any dividend payable in stock of
any class to the holders of Common Stock or to make any other distribution to
the holders of Common Stock (other than a regular quarterly cash dividend out of
earnings or retained earnings of the Company), (ii) to offer to the holders of
its Common Stock rights or warrants to subscribe for or to purchase any
additional shares of Common Stock or shares of stock of any class or any other
securities, rights or options, (iii) to effect any reclassification of its
Common Stock or Preferred Stock (other than a reclassification involving only
the subdivision or combination of outstanding shares of Common Stock), (iv) to
effect any consolidation or merger with or into any other Person, or to effect a
statutory share exchange with any Person, or to effect and/or to permit one or
more of its Subsidiaries to effect any sale, lease or other transfer, in one
transaction or a series of related transactions, of assets aggregating more than
50% of the assets (measured by either book value or fair market value) or
generating more than 50% of the operating income or cash flow of the Company and
its Subsidiaries, taken as a whole, to any other Person or Persons, or (v) to
effect the liquidation, dissolution or winding up of the Company, then, in each
such case, the Company shall give to each holder of a Right, to the extent
feasible and in accordance with Section 26, a notice of such
proposed action, which shall specify the record date for the purposes of any
such dividend, distribution or offering of rights or warrants, or the date on
which any such reclassification, consolidation, merger, statutory share
exchange, sale, lease, transfer, liquidation, dissolution or winding up is to
take place and the date of participation therein by the holders of Common Stock
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 20
days prior to the record date for determining holders of the Common Stock or
Preferred Stock entitled to participate in such dividend, distribution or
offering, and in the case of any such other action, at least 20 days prior to
the date of the taking of such proposed action or the date of participation
therein by the holders of Common Stock 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
Company or the vote upon any such action.


    
      
         


      

      
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    (b)           Notwithstanding
anything in this Agreement to the contrary, prior to the Distribution Date a
public filing by the Company with the Securities and Exchange Commission shall
constitute sufficient notice to the holders of securities of the Company,
including the Rights, for purposes of this Agreement and no other notice need be
given to such holders.

    


    (c)           If
a Triggering Event shall occur, then, in any such case, (i) the Company shall as
soon as practicable thereafter give to each holder of a Right, 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 13, as
the case may be, and (ii) upon consummating such transaction, shall similarly
give notice thereof to each holder of Rights.  The failure to give the
notice required by this Section
25 or any defect therein shall not affect the legality or validity of the
action taken by the Company or the vote upon any such action.

    


    Section
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 to or on the Company shall be sufficiently given
or made if sent by postage prepaid mail to the address of the Company indicated
on the signature page hereof or such other address as the Company shall specify
in writing to the Rights Agent.  Subject to the provisions of Section 21, any notice or
demand authorized by this Agreement to be given or made by the Company or by the
holder of any Right to or on the Rights Agent shall be sufficiently given or
made if sent by postage prepaid mail to the address of the Rights Agent
indicated on the signature page hereof or such other address as the Rights Agent
shall specify in writing to the Company.  Notices or demands
authorized by this Agreement to be given or made by the Company or the Rights
Agent to the holder of any Rights Certificate (or, prior to the Distribution
Date, to the holder of any certificate (or registration in uncertificated
book-entry form on the books of the Company) representing shares of Common
Stock) shall be sufficiently given or made if sent by postage prepaid mail to
the address of such holder shown on the registry books of the
Company.

    



    
      
         


      

      
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    Section
27.    Supplements
and Amendments.  Prior to the Distribution Date and subject to
the penultimate sentence of this Section 27, the Company and
the Rights Agent shall, if the Company so directs, supplement or amend any
provision of this Agreement without the approval of any holders of certificates
(or registrations in uncertificated book-entry form on the books of the Company)
representing shares of Common Stock.  From and after the Distribution
Date, and subject to the penultimate sentence of this Section 27, the Company and
the Rights Agent shall, if the Company so directs, supplement or amend this
Agreement without the approval of any holders of Rights Certificates in order
(a) to cure any ambiguity, (b) to correct or supplement any provision contained
herein which may be defective or inconsistent with any other provisions herein,
(c) to shorten or lengthen any time period hereunder (which shortening or
lengthening shall be effective only if there are Continuing Directors in office
and shall require the concurrence of a majority of such Continuing Directors),
or (d) to change or supplement the provisions hereof in any manner which the
Company may deem necessary or desirable and which shall not adversely affect the
interests of the holders of Rights (other than an Acquiring Person or an
Affiliate or Associate of an Acquiring Person); provided, however, that this
Agreement may not be supplemented or amended pursuant to Section 27(c) to lengthen (i)
a time period relating to when the Rights may be redeemed at such time as the
Rights are not then redeemable, or (ii) any other time period, unless
lengthening such other time period is for the purpose of protecting, enhancing,
or clarifying the rights of, or benefits to the holders of, the
Rights.  Notwithstanding the foregoing, after any Person has become an
Acquiring Person, any supplement or amendment shall be effective only if there
are Continuing Directors then in office, and such supplement or amendment shall
have been approved by a majority of such Continuing Directors.  Upon
the delivery of a certificate from an appropriate officer of the Company which
states that the proposed supplement or amendment is in compliance with the terms
of this Section 27, the
Rights Agent shall execute such supplement or
amendment.  Notwithstanding anything contained in this Agreement to
the contrary, no supplement or amendment shall be made at such time as the
Rights are not then redeemable which changes the Redemption Price, the Final
Expiration Date, the Purchase Price or the number of one one-hundredths of a
share of Preferred Stock for which a Right is exercisable.  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
Company or the Rights Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.

    



    
      
         


      

      
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    Section
29.    Determinations
and Actions by the Board of Directors.  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) under the Exchange Act as in effect on the date
of this Agreement.  The Board of Directors of the Company (or, after
any Person has become an Acquiring Person, a majority of the Continuing
Directors) shall have the exclusive power and authority to administer this
Agreement and to exercise all rights and powers specifically granted to the
Board or to the Company, or as may be necessary or advisable in the
administration of this Agreement, including, without limitation, the right and
power to (a) interpret the provisions of this Agreement, and (b) make all
determinations deemed necessary or advisable for the administration of this
Agreement (including a determination to redeem or exchange or not to redeem or
exchange the Rights or to amend this Agreement); provided, however, that any
redemption of Rights shall also be subject to any additional approval procedures
required by the articles of incorporation or bylaws of the
Company.  All such actions, calculations, interpretations and
determinations (including, for purposes of clause (y) below, all omissions with
respect to the foregoing) which are done or made by the Board (or, after any
Person has become an Acquiring Person, by the Continuing Directors) in good
faith, shall (x) be final, conclusive and binding on the Company (subject to any
additional redemption approval procedures referred to in the proviso to the
immediately preceding sentence), the Rights Agent, the holders of the Rights and
all other parties, and (y) not subject the Board of Directors of the Company or
the Continuing Directors to any liability to the holders of the
Rights.

    


    Section
30.     Benefits
of this Agreement.  Nothing in this Agreement shall be
construed to give to any Person other than the Company, the Rights Agent and the
registered holders of the Rights Certificates (and, prior to the Distribution
Date, the certificates (or registrations in uncertificated book-entry form on
the books of the Company) representing the shares of Common Stock) any legal or
equitable right, remedy or claim under this Agreement; but this Agreement shall
be for the sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Rights Certificates (and, prior to the Distribution
Date, the certificates (or registrations in uncertificated book-entry form on
the books of the Company) representing the shares of Common Stock).

    


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

    



    
      
         


      

      
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    Section
32.     Governing
Law.  This Agreement, each Right and each Rights Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of Georgia and for all purposes shall be governed by and construed in
accordance with the laws of such State (other than its conflicts of laws rules)
applicable to contracts to be made and performed entirely within such State;
except that the rights, duties and obligations of the Rights Agent shall be
governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts.

    


    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 one and the same instrument.

    


    Section
34.      Descriptive
Headings.  The captions herein are included for convenience of
reference only, do not constitute a part of this Agreement and shall be ignored
in the construction and interpretation hereof.

    


    Section
35.      Force
Majeure.  Notwithstanding anything to the contrary contained
herein, the Rights Agent shall not be liable for any delays or failures in
performance resulting from acts beyond its reasonable control including, without
limitation, acts of God, terrorist acts, shortage of supply, breakdowns or
malfunctions, interruptions or malfunction of computer facilities, or loss of
data due to power failures or mechanical difficulties with information storage
or retrieval systems, labor difficulties, war, or civil unrest.

    


    



    
      
         


      

      
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    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above
written.

    


    INTERFACE,
INC.

    


    


    By:  /s/ Daniel T.
Hendrix                                                                             

    Daniel T. Hendrix

    President

    


    Interface, Inc.

    2859 Paces Ferry Road

    Suite 2000

    Atlanta, Georgia 30339

    


    


    


    
      	
               
      

            	
              COMPUTERSHARE
      TRUST COMPANY, N.A.

            


    

    


    


    By:  /s/ Dennis V.
Moccia_____________________

    Name:  Dennis V.
Moccia

          Title:  Managing
Director

    


    Computershare Trust Company,
N.A.

    730 Peachtree Street, Suite
840

    Atlanta,
Georgia  30308

    


    



    
      
         


      

      
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    Exhibit
A

    ARTICLES
OF RESTATEMENT

    OF
THE

    ARTICLES
OF INCORPORATION

    OF

    INTERFACE,
INC.

     

    Pursuant to Section 14-2-1007 of the
Georgia Business Corporation Code, Interface, Inc., a Georgia corporation,
hereby submits these Articles of Restatement to the Secretary of State of
Georgia for filing.

     

     

    1.           The
name of the corporation is Interface, Inc. (the “Corporation”).

     

     

    2.           The
Articles of Incorporation of the Corporation are hereby amended and restated to
read as set forth in the text of the Restated Articles of Incorporation annexed
hereto as Exhibit
I and hereby made a part hereof (the “Restated
Articles”).  Such Restated Articles shall supersede the original
Articles of Incorporation and all amendments thereto and restatements
thereof.

     

     

    3.           The
Restated Articles contain amendments to the Articles of Incorporation of the
Corporation which do not require shareholder approval.  The amendments
were duly approved and adopted by the board of directors of the Corporation on
March 7, 2008.

     

     

    IN WITNESS WHEREOF, the
Corporation has caused these Articles of Restatement to be executed by its duly
authorized officer on the 17th day of March, 2008, who certifies the information
set forth above.

     

    


    INTERFACE,
INC.

    


    


    By:   _______________________________                                                                        

    Raymond S. Willoch

    Senior Vice President and General
Counsel


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    Exhibit
I

    


    RESTATED
ARTICLES OF INCORPORATION

    OF

    INTERFACE,
INC.

    (March
17, 2008)

    


    


    I.

     

    The name
of the Corporation is:

     

    INTERFACE,
INC.

     

    II.

     

    The
Corporation is organized pursuant to the provisions of the Georgia Business
Corporation Code.

     

    III.

     

    The
Corporation shall have perpetual duration.

     

    IV.

     

    The
Corporation is organized for the following purposes:

     

    To
manufacture, produce, assemble, fabricate, import, purchase or otherwise
acquire, invest in, own, hold, use, maintain, service or repair, sell, rent,
lease, pledge, mortgage, exchange, export, distribute, assign and otherwise
dispose of, and to trade and deal in and with, at wholesale or retail, goods,
wares, merchandise, commodities, articles of commerce and property of every kind
and description, including, but not by way of limitation, carpet; and to engage
in, conduct and carry on a general manufacturing, importing and exporting,
merchandising, leasing, mercantile and trading business in any and all branches
thereof.

     

    To do
each and every thing necessary, suitable or proper for the accomplishment of any
of the purposes or the attainment of any one or more of the objects herein
enumerated, or which shall at any time appear conducive to or expedient for the
protection or benefit of the Corporation.

     


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


    IN
FURTHERANCE OF AND NOT IN LIMITATION of the general powers conferred by the laws
of the State of Georgia and the objects and purposes herein set forth, it is
expressly provided that to such extent as a corporation organized under the
Georgia Business Corporation Code may now or hereafter lawfully do, the
Corporation shall have the power to do, either as principal or agent and either
alone or in connection with other corporations, firms or individuals, all and
everything necessary, suitable, convenient or proper for, or in connection with,
or incident to, the accomplishment of any of the purposes or the attainment of
any one or more of the objects herein enumerated, or designed directly or
indirectly to promote the interests of the Corporation or to enhance the value
of its properties; and in general to do any and all things and exercise any and
all powers, rights and privileges which a corporation may now or hereafter be
authorized to do or to exercise under the Georgia Business Corporation Code or
under any act amendatory thereof, supplemental thereto or substituted
therefor.

     

    The
foregoing provisions of this Article IV shall be construed both as purposes and
powers and each as an independent purpose and power.  The foregoing
enumeration of specific purposes and powers herein specified shall, except when
otherwise provided in this Article IV, be in no wise limited or restricted by
reference to, or inference from, the terms of any provision of this or any other
Article of these Articles of Incorporation.

     

    V.

     

    A.           The
total number of shares of capital stock which the Corporation shall have
authority to issue is 125,000,000 shares, consisting of 80,000,000 shares of
Class A Common Stock of $0.10 par value per share, 40,000,000 shares of Class B
Common Stock of $0.10 par value per share (the Class A Common Stock and the
Class B Common Stock hereinafter sometimes referred to collectively as the
“Common Stock”), and 5,000,000 shares of Preferred Stock of $1.00 par value per
share.

     

    B.           The
Corporation may purchase its own shares of capital stock out of unreserved and
unrestricted earned surplus and capital surplus available therefor and as
otherwise provided by law.

     

    C.           The
voting powers, designations, preferences and relative rights of the classes of
Common Stock and Preferred Stock of the Corporation which are fixed by these
Articles of Incorporation, and the authority expressly vested in the Board of
Directors to fix by resolution or resolutions providing for the issue of
Preferred Stock the voting power (if any), designations, preferences and
relatives rights of the shares of Preferred Stock which are not fixed by these
Articles of Incorporation, are as follows:

     

    (1)           The
Class A Common Stock and the Class B Common Stock shall be identical in all
respects and the holders thereof shall have equal rights and privileges, except
as otherwise provided in this Article V or required by law.

     


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    


    (2)           Subject
to the provisions of any applicable law, or of the By-Laws of the Corporation as
from time to time amended, with respect to the fixing of a record date for the
determination of shareholders entitled to vote and except as otherwise provided
by any applicable law or by the resolution or resolutions of the Board of
Directors providing for the issue of any series of Preferred Stock, the holders
of outstanding shares of Common Stock shall have and possess exclusive voting
power and rights for the election of directors and for all other
purposes.  The holders of outstanding shares of Common Stock shall be
entitled to vote as follows:

     

    (a)           With
respect to the election of directors, holders of Class A Common Stock voting as
a separate class shall be entitled to elect the largest number of directors that
constitutes a minority of the Board of Directors and holders of Class B Common
Stock voting as a separate class shall be entitled to elect the smallest number
of directors that constitutes a majority of the Board of Directors.

     

    (b)           The
holders of Class A Common Stock as a separate class shall be entitled by
majority vote to remove, with or without cause, any director elected by the
holders of Class A Common Stock and the holders of Class B Common Stock as a
separate class shall be entitled by majority vote to remove, with or without
cause, any director elected by the holders of Class B Common Stock.

     

    (c)           Any
director elected by the Board of Directors to fill a vacancy shall serve until
the next Annual Meeting of Shareholders and until his or her successor has been
elected and qualified.  Any vacancy in the office of a director
elected by the holders of Class A Common Stock may be filled by majority vote of
such holders voting as a separate class and any vacancy in the office of a
director elected by the holders of Class B Common Stock may be filled by
majority vote of such holders voting as a separate class or, in the absence of a
shareholder vote, in either case by majority vote of the remaining directors
elected by holders of the same class.  Any vacancy created by
increasing the number of directors may be filled by majority vote of the holders
of Class A Common Stock voting as a separate class or of the holders of Class B
Common Stock voting as a separate class or, in the absence of a shareholder
vote, in either case by majority vote of the directors of such class, whichever
is necessary in order to insure that holders of Class B Common Stock (or
directors elected by them) shall have elected the smallest number of directors
constituting a majority of Board of Directors, and that holders of Class A
Common Stock (or directors elected by them) shall have elected the other members
of the Board of Directors.

     

    (d)           Except
as otherwise provided herein or in the By-Laws of the Corporation or otherwise
required by law, the holders of Class A and Class B Common Stock shall vote
together as a single class on all matters submitted for vote of the
shareholders, with each share being entitled to one vote.

     


    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    


    (e)           Anything
in this paragraph C to the contrary notwithstanding, Class A and Class B Common
Stock shall be deemed to be in all respects a single class of Common Stock, and
no distinction whatsoever shall exist between the voting rights or any other
rights and privileges of the holders of Class A and Class B Common Stock from
and after the earlier of the following:

     

    (i)           the
first date (after the effective date of these Amended and Restated Articles of
Incorporation) on which the number of issued and outstanding shares of Class B
Common Stock shall constitute less than 10% of the aggregate number of issued
and outstanding shares of Class A and Class B Common Stock; or

     

    (ii)           June 30,
1983, unless the Corporation has theretofore completed the issuance and sale of
shares of Class A Common Stock to underwriters in connection with a public
offering thereof registered on a Registration Statement on Form S-1 filed with
the Securities and Exchange Commission.

     

    (f)           Anything
in this subparagraph (2) to the contrary notwithstanding:  (i) At any
time when no shares of Class B Common Stock are issued and outstanding the
holders of Class A Common Stock shall have exclusive voting power on all
matters, and (ii) at any time when no shares of Class A Common Stock are
outstanding the holders of Class B Common Stock shall have exclusive voting
power on all matters.

     

    (3)           Each
holder of record of Class B Common Stock may at any time or from time to time,
in such holder’s sole discretion, elect to convert any whole number of such
holder’s Class B Common Stock into fully paid and nonassessable Class A Common
Stock at the rate of one share of Class A Common Stock for each share of Class B
Common Stock converted.  Any such conversion may be effected by the
holder surrendering the certificate or certificates evidencing the Class B
Common Stock to be converted, duly endorsed, at the office of any transfer agent
for the Class B Common Stock, together with a written notice (in form
satisfactory to the Corporation) that the holder elects to convert all or a
specified number of shares of Class B Common Stock and stating the name or names
in which such holder desires the certificate or certificates for such shares of
Class A Common Stock to be issued.  Promptly thereafter, the
Corporation shall issue and deliver to such holder or such holder’s nominee or
nominees a certificate or certificates for the number of shares of Class A
Common Stock to which such holder shall be entitled as
aforesaid.  Such conversion shall be deemed to have been made at the
close of business at the date of such surrender and the person or persons in
whose names the certificates of Class A Common Stock are to be issued on such
conversion shall be treated for all purposes as the holder or holders of such
Class A Common Stock at such time.  Authorized shares of Class A
Common Stock, to the extent that such shares shall be subject to issuance or
reissuance upon conversion of shares of issued and outstanding Class B Common
Stock as aforesaid, shall be held in reserve by the Corporation, without the
necessity of a further declaration by the Board of Directors, to be issued or
reissued only upon conversion of shares of issued and outstanding Class B Common
Stock.  No Class B Common Stock may be issued unless the reserved
shares of Class A Common Stock are sufficient to satisfy the conversion
privilege that will then exist with respect to such Class B Common Stock when
issued.

     


    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    


    (4)           Any
transfer of record of shares of Class B Common Stock other than to a Qualified
Transferee (as herein defined) shall be conclusively deemed to constitute an
election by the holder of record thereof to convert the said shares of Class B
Common Stock into an equal number of shares of Class A Common
Stock.  As used herein, Qualified Transferee means any one or more of
(i) the transferor’s spouse, issue, parents or siblings, or a trust for the
benefit of the transferor or any of such persons, (ii) in the event of the
transferor’s death or legal disability, the transferor’s executor, administrator
or personal representative, (iii) any transferee receiving the shares as a gift,
legacy or inheritance, or as a distribution from a corporation or partnership in
respect of the transferee’s ownership interest therein, or (iv) any other person
approved by the Board of Directors or its designee upon written application
submitted to the Secretary of the Corporation at least five business days prior
to the date of the transfer.  Any shares of Class B Common Stock
transferred beneficially but not of record may upon application by any record
holder of Class B Common Stock be denied the right to vote and receive payment
of dividends until the shares have been transferred of record.

     

    (5)           Shares
of Class B Common Stock (in addition to those issued in connection with the
reclassification of the Corporation’s Common Stock effected on March 2,
1983) may be issued only (i) in connection with an acquisition by the
Corporation or any of its subsidiaries of any other firm, corporation or
business enterprise, (ii) pursuant to any employee benefit plan now in effect or
hereafter adopted, (iii) in exchange for Class A Common Stock held by officers,
directors or employees of the Corporation, or (iv) to effect a subdivision of
such shares in the form of a stock split, stock dividend or other distribution
in respect of such shares; provided, however, that at no time shall the number
of shares; provided, however, that at no time shall the number of shares of
Class B Common Stock issued and outstanding exceed 6,000,000 (as adjusted to
reflect any subdivision, split, stock dividend, recapitalization,
reclassification or consolidation of such shares).

     

    (6)           Upon
any stock dividend or other distribution in the form of Common Stock of the
Corporation, only Class A Common Stock may be distributed in respect of Class A
Common Stock and only Class B Common Stock may be distributed in respect of
Class B Common Stock.  Whenever any such distribution is made, the
same number of shares shall be distributed in respect of each outstanding share
of Class A and Class B Common Stock.  The Corporation shall not
combine or subdivide shares of either of such classes without at the same time
making a proportionate combination or subdivision of shares of the other
class.

     

    (7)           Except
as otherwise provided by applicable law, or by the resolution or resolutions of
the Board of Directors providing for the issuance of any series of Preferred
Stock, the holders of shares of Preferred Stock shall not, by reason of such
holding, (i) have any right to vote in the election of directors or for any
other purpose, nor (ii) be entitled to notice of any meeting of
shareholders.

     


    
      
         


      

      
        A-6

        
          

        

      

      
         


      

    


    (8)           Before
any sum or sums shall be set aside or applied to the purchase of any outstanding
shares of Common Stock, and before any dividend shall be declared or paid or any
distribution ordered or made upon the Common Stock (other than a dividend
payable in shares of Common Stock), the Corporation shall have complied with the
dividend and sinking fund requirements (if any) set forth in any resolution or
resolutions of the Board of Directors with respect to the issue of any series of
Preferred Stock of which any shares shall at the time be
outstanding.

     

    (9)           Subject
to the provisions of Paragraph C(8) of this Article V, and to such other
limitations as may be specified in any resolution or resolutions of the Board of
Directors providing for the issue of any series of Preferred Stock, the holders
of outstanding shares of Common Stock shall be entitled, to the exclusion of the
holders of shares of Preferred Stock of any and all series, to receive such
dividends payable with respect to the Common Stock as may be declared by the
Board of Directors from time to time.

     

    (10)           In
the event of any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, after payment shall have been made to the
holders of shares of Preferred Stock of the full amount to which any series of
the Preferred Stock is entitled as set forth in the resolution or resolutions of
the Board of Directors providing for the issue thereof, the holders of
outstanding shares of Common Stock shall be entitled, to the exclusion of the
holders of shares of Preferred Stock of any and all series, to share in all
remaining assets of the Corporation available for distribution to its
shareholders ratably according to the number of shares of Common Stock held by
them.  Neither the merger nor consolidation of the Corporation with or
into any other corporation or corporations, nor the merger or consolidation of
any other corporation or corporations into or with the Corporation, nor the
sale, transfer, mortgage, pledge or lease by the Corporation of all or any part
of its assets shall be deemed to be a liquidation, dissolution or winding up of
the Corporation.

     

    (11)           The
Preferred Stock may be issued from time to time in one or more series of any
number of shares, except that the aggregate number of shares issued and not
cancelled of any and all such series shall not exceed the total number of shares
of Preferred Stock hereinabove authorized.  Each series of Preferred
Stock shall be distinctively designated by number, letter or descriptive
words.

     

    (12)           Authority
is hereby expressly granted to and vested in the Board of Directors to issue the
Preferred Stock at any time, or from time to time, as Preferred Stock of any one
or more series, and, in connection with the establishment of each such series,
to fix by resolution or resolutions providing for the issue of the shares
thereof the voting powers, if any, and the designation, preferences and relative
rights of each such series of Preferred Stock to the full extent now or
hereafter permitted by these Articles of Incorporation and the laws of the State
of Georgia, including, without limiting the generality of the foregoing, all of
the following matters which may vary between each series:

     


    
      
         


      

      
        A-7

        
          

        

      

      
         


      

    


    (a)           The
distinctive designation of such series and the number of shares which constitute
such series, which number may be increased or decreased either before or
subsequent to the issuance of any shares of such series (but not below the
number of shares of such series then outstanding), from time to time by action
of the Board of Directors;

     

    (b)           The
dividend rate of such series, the dates of payment thereof, and any limitations,
restrictions or conditions on the payment of dividends, including whether
dividends shall be cumulative and, if so, from which date or dates, and the
relative rights of priority, if any, of payment of dividends on the shares of
each series;

     

    (c)           The
price or prices at which, and the terms, times and conditions on which, the
shares of such series may be redeemed at the option of the Corporation or at the
option of the holders of such shares;

     

    (d)           The
amount or amounts payable upon the shares of such series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment to the
holders of shares of each series;

     

    (e)           Whether
the shares of such series shall be entitled to the benefit of a purchase,
retirement or sinking fund to be applied to the redemption or purchase of such
series, and if so entitled, the amount of such fund and the manner of its
application, including the price or prices at which the shares of such series
may be redeemed or purchased through the application of such fund;

     

    (f)           Whether
the shares of such series shall be made convertible into, or exchangeable for,
shares of any other class or classes of stock of the Corporation, or the shares
of any other series of Preferred Stock, and, if made so convertible or
exchangeable, the conversion price or prices, or the rate or rates of exchange,
and the adjustments thereof, if any, at which such conversion or exchange may be
made, and any other terms and conditions of such conversion or
exchange;

     

    (g)           Whether
the shares of such series shall have any voting rights, and, if voting rights
are so granted, the extent of such voting rights and the terms and conditions
under which such voting rights may be exercised;

     

    (h)           Whether
the issue of any additional shares of such series or of any future series in
addition to such series shall be subject to restrictions in addition to the
restrictions, if any, on the issue of additional shares imposed in the
resolution or resolutions fixing the terms of any outstanding series of
Preferred Stock theretofore issued pursuant to this subparagraph (12), and, if
subject to additional restrictions, the extent of such additional restrictions;
and

     


    
      
         


      

      
        A-8

        
          

        

      

      
         


      

    


    


     

    (i)           Whether
the shares of such series shall be entitled to the benefit of limitations
restricting the purchase of, the payment of dividends on, or the making of other
distributions in respect of stock of any class of the Corporation, and the terms
of any such restrictions; provided, however, that such restrictions shall not
include any prohibition on the payment of dividends or with respect to
distributions in the event of voluntary or involuntary liquidation established
for any outstanding series of Preferred Stock theretofore issued.

     

    D.           The
Board of Directors may from time to time distribute to shareholders out of
capital surplus of the Corporation a portion of its assets, in cash or in
property.

    


    VI.

     

    None of
the holders of any capital stock of the Corporation of any kind, class or series
now or hereafter authorized shall have preemptive rights with respect to any
shares of capital stock of the Corporation of any kind, class or series now or
hereafter authorized.

     

    VII.

     

    No
director of the Corporation shall be personally liable to the Corporation or its
shareholders for monetary damages for breach of his duty of care or other duty
as a director; provided, that this provision shall eliminate or limit the
liability of a director only to the extent permitted from time to time by the
Georgia Business Corporation Code or any successor laws or
laws.


    
      
         


      

      
        A-9

        
          

        

      

      
         


      

    


    


     

    VIII.

     

     

    A.           Designation of Series B
Preferred Stock.  There is hereby
established a series of Preferred Stock of the Corporation that shall be
designated as “Series B Participating Cumulative Preferred Stock” (the “Series B Preferred
Stock”), and the number of shares constituting such series shall be
1,000,000  The par value of each share of Series B Preferred Stock
shall be $1.00.  If more than a total of 1,000,000 shares of Series B
Preferred Stock shall be issuable upon the exercise of rights (the “Rights”) issued
pursuant to the Rights Agreement dated March 7, 2008 and effective as of March
17, 2008, between the Corporation and Computershare Trust Company, N.A., as
rights agent (as such agreement may be amended from time to time, the “Rights Agreement”),
the Board of Directors of the Corporation, pursuant to Section 14-2-602 of the
Georgia Business Corporation Code, as amended, and in accordance with the
provisions of the Articles of Incorporation, shall adopt a resolution or
resolutions increasing the previously determined total number of shares of
Series B Preferred Stock authorized to be issued (to the extent that the
Articles of Incorporation then permit) to the largest number of whole shares
(rounded to the nearest whole number) issuable upon exercise of the Rights and
directing that a statement of Articles of Amendment with respect to such
increase in authorized shares of the Series B Preferred Stock be executed and
filed with the Secretary of State of the State of Georgia.  The number
of shares of the Series B Preferred Stock may be increased or decreased by
resolution of the Board of Directors; provided, however, that no
decrease shall reduce the number of shares of Series B Preferred Stock to a
number less than the number of shares then outstanding plus the number of shares
issuable upon exercise of the outstanding Rights.

     


    
      
         


      

      
        A-10

        
          

        

      

      
         


      

    


     

    B.           Dividends and
Distributions.

     

     

    (1)           Subject
to the prior and superior rights of the holders of any shares of any series of
Preferred Stock ranking prior and superior to the shares of Series B Preferred
Stock with respect to dividends, if any, the holders of shares of Series B
Preferred Stock shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, quarterly
dividends payable on the last day of March, June, September and December of each
year (each such date being referred to herein as a “Quarterly Dividend Payment
Date”), commencing on the first Quarterly Dividend Payment Date after the
first issuance of any share or fraction of a share of Series B Preferred Stock,
in an amount per share (rounded to the nearest cent) equal to the greater of (a)
$1.00 and (b) subject to the provision for adjustment hereinafter set forth, 100
times the aggregate per share amount (payable in kind) of all cash dividends or
other distributions and 100 times the aggregate per share amount of all non-cash
dividends or other distributions (other than (i) a dividend payable in shares of
Common Stock (as defined below) of the Corporation or (ii) a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise)), declared
on the Common Stock since the immediately preceding Quarterly Dividend Payment
Date, or, with respect to the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of Series B Preferred
Stock.  The multiple of such cash and non-cash dividends and
distributions on the Common Stock applicable to the determination of the
dividends to be paid on the Series B Preferred Stock, which shall initially be
100, but which shall be adjusted from time to time as provided herein, is
referred to herein as the “Dividend
Multiple.”  If the Corporation shall at any time after March
17, 2008 (the “Rights
Declaration Date”), declare or pay any dividend or make any distribution
on Common Stock payable in shares of Common Stock or effect a subdivision or
split or combination, consolidation or reverse stock split 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 Dividend
Multiple thereafter applicable to the determination of the amount which holders
of shares of Series B Preferred Stock shall be entitled to receive shall be the
Dividend Multiple applicable immediately prior to such event multiplied 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.  For purposes hereof, “Common Stock” means
the Corporation’s Class A Common Stock, par value $0.10 per share, and Class B
Common Stock, par value $0.10 per share.

     


    
      
         


      

      
        A-11

        
          

        

      

      
         


      

    


     

    (2)           The
Corporation shall declare a dividend or distribution on the Series B Preferred
Stock as provided in Paragraph B(1) of this Article VIII immediately after it
declares a dividend or distribution on the Common Stock (other than (a) a
dividend payable in shares of Common Stock of the Corporation or (b) a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise)); provided, however, that if no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date (or, with respect to the first Quarterly
Dividend Payment Date, the period between the first issuance of any share or
fraction of a share of Series B Preferred Stock and such first Quarterly
Dividend Payment Date), a dividend of $1.00 per share on the Series B Preferred
Stock shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.

     

     

    (3)           Dividends
shall begin to accrue and be cumulative on outstanding shares of Series B
Preferred Stock from the Quarterly Dividend Payment Date next preceding the date
of issue of such shares of Series B Preferred Stock, unless the date of issue of
such shares is on or before the record date for the first Quarterly Dividend
Payment Date, in which case dividends on such shares shall begin to accrue and
be cumulative from the date of issue of such shares, or unless the date of issue
is a date after the record date for the determination of holders of shares of
Series B Preferred Stock entitled to receive a quarterly dividend and on or
before such Quarterly Dividend Payment Date, in which case dividends shall begin
to accrue and be cumulative from such Quarterly Dividend Payment
Date.  Accrued but unpaid dividends shall not bear
interest.  Dividends paid on shares of Series B 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 B
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall not be more than 60 days prior to the
date fixed for the payment thereof.

     

     

    C.           Voting
Rights.  In addition to any other voting rights required by
law, the holders of shares of Series B Preferred Stock shall have the following
voting rights:

     


    
      
         


      

      
        A-12

        
          

        

      

      
         


      

    


     

    (1)           Subject
to the provision for adjustment hereinafter set forth, each share of Series B
Preferred Stock shall entitle the holder thereof to 100 votes on all matters
submitted to a vote of shareholders of the Corporation.  The number of
votes which a holder of a share of Series B Preferred Stock is entitled to cast,
as the same may be adjusted from time to time, is hereinafter referred to as the
“Vote
Multiple.” If the Corporation shall
at any time after the Rights Declaration Date declare or pay any dividend on
Common Stock payable in shares of Common Stock or effect a subdivision or split
or combination, consolidation of reverse stock split 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 Vote Multiple
thereafter applicable to the determination of the number of votes per share to
which holders of shares of Series B Preferred Stock shall be entitled after such
event shall be the Vote Multiple applicable immediately prior to such event
multiplied 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.

     

     

    (2)           Except
as otherwise provided herein or by law, the holders of shares of Series B
Preferred Stock and the holders of shares of Common Stock shall vote together as
a single class on all matters submitted to a vote of shareholders of the
Corporation; provided, however, that, except
as set forth in Paragraph C(3) of this Article VIII, the holders of shares of
Series B Preferred Stock shall  vote with the holders of the Class A
Common Stock in the election of directors.

     

     

    (3)           Dividend Defaults on Series
B Preferred Stock.

     

     

    (a) If at any time dividends on any
Series B Preferred Stock shall be in arrears in an amount equal to six quarterly
dividends thereon (whether or not consecutive), the occurrence of such
contingency shall mark the beginning of a period (herein called a “default period”)
which shall extend until such time when all accrued and unpaid dividends for all
previous quarterly dividend periods and for the current quarterly dividend
period on all shares of Series B Preferred Stock then outstanding shall have
been declared and paid or set apart for payment.  During each default
period, all holders of Series B Preferred Stock and any other series of
Preferred Stock then entitled as a class to elect directors, voting together as
a single class, irrespective of series, shall have the right to elect one
Director.

     


    
      
         


      

      
        A-13

        
          

        

      

      
         


      

    


     

    (b)           During
any default period, such voting right of the holders of Series B Preferred Stock
may be exercised initially at a special meeting called pursuant to Paragraph
C(3)(c) of this Article VIII or at any annual meeting of shareholders, and
thereafter at annual meetings of shareholders; provided, however, that neither
such voting right nor the right of the holders of any other series of Preferred
Stock, if any, to increase, in certain cases, the authorized number of Directors
shall be exercised unless the holders of 10% in number of shares of Preferred
Stock outstanding shall be present in person or by proxy.  The absence
of a quorum of holders of Common Stock shall not affect the exercise by holders
of Preferred Stock of such voting right.  At any meeting at which
holders of Preferred Stock shall exercise such voting right initially during an
existing default period, they shall have the right, voting as a class, to elect
Directors to fill such vacancy, if any, in the Board of Directors as may then
exist up to one Director or, if such right is exercised at an annual meeting, to
elect one Director.  If the number which may be so elected at any
special meeting does not amount to the required number, the holders of the
Preferred Stock shall have the right to make such increase in the number of
Directors as shall be necessary to permit the election by them of the required
number.  After the holders of the Preferred Stock shall have exercised
their right to elect Directors in any default period and during the continuance
of such period, the number of Directors shall not be increased or decreased
except by vote of the holders of Preferred Stock as herein provided or pursuant
to the rights of any equity securities ranking senior to or pari passu with the Series
B Preferred Stock.

     

     

    (c)           Notwithstanding
anything to the contrary contained in the Corporation's Articles of
Incorporation or Bylaws, unless the holders of Preferred Stock shall, during an
existing default period, have previously exercised their right to elect
Directors, the Board of Directors may order, or any shareholder(s) owning in the
aggregate not less than ten percent (10%) of the total number of shares of
Preferred Stock outstanding, irrespective of series, may request, the calling of
a special meeting of holders of Preferred Stock, which meeting shall thereupon
be called by the President, a Vice President or the Secretary of the
Corporation.  Notice of such meeting and of any annual meeting at
which holders of Preferred Stock are entitled to vote pursuant to this Paragraph
C(3)(c) shall be given to each holder of record of Preferred Stock by mailing a
copy of such notice to him at his last address as the same appears on the books
of the Corporation.  Such meeting shall be called for a time not
earlier than 10 days and not later than 60 days after such order or request or
in default of the calling of such meeting within 60 days after such order or
request.  Such meeting may be called on similar notice by any
shareholder(s) owning in the aggregate not less than ten percent (10%) of the
total number of shares of Preferred Stock outstanding, irrespective of
series.  Notwithstanding the provisions of this Paragraph C(3)(c), no
such special meeting shall be called during the period within 60 days
immediately preceding the date fixed for the next annual meeting of
shareholders.

     


    
      
         


      

      
        A-14

        
          

        

      

      
         


      

    


     

    (d)           In
any default period, the holders of Common Stock, and other classes of stock of
the Corporation if applicable, shall continue to be entitled to elect the whole
number of Directors until the holders of Preferred Stock shall have exercised
their right to elect one Director voting as a class, after the exercise of which
right (i) the Director so elected by the holders of Preferred Stock shall
continue in office until his or her successor shall have been elected by such
holders or until the expiration of the default period, and (ii) any vacancy in
the Board of Directors may (except as provided in Paragraph C(3)(b) of this
Article VIII) be filled by vote of a majority of the remaining Directors
theretofore elected by the holders of the class of stock which elected the
Director whose office shall have become vacant.  References in this
Paragraph C(3) to Directors elected by the holders of a particular class of
stock shall include Directors elected by such Directors to fill vacancies as
provided in clause (ii) of the foregoing sentence.

     

     

    (e)           Immediately
upon the expiration of a default period, (i) the right of the holders of
Preferred Stock, voting as a separate class, to elect Directors shall cease,
(ii) the term of any Director elected by the holders of Preferred Stock, voting
as a separate class, shall terminate, and (iii) the number of Directors shall be
such number as may be provided for in the Articles of Incorporation or Bylaws
irrespective of any increase made pursuant to the provisions of Paragraph
C(3)(b) of this Article VIII (such number being subject, however, to change
thereafter in any manner provided by law or in the Articles of Incorporation or
Bylaws).  Any vacancies in the Board of Directors effected by the
provisions of clauses (ii) and (iii) in the preceding sentence may be filled in
any manner provided for in the Articles of Incorporation or Bylaws.

     

     

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

     

     

    D.           Certain
Restrictions.

     

     

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

     

     

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

     


    
      
         


      

      
        A-15

        
          

        

      

      
         


      

    


     

    (b)           declare
or pay dividends on, 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 B Preferred Stock, except dividends paid ratably on
the Series B Preferred Stock and all such other 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;

     

     

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

     

     

    (d)           redeem,
purchase or otherwise acquire for value any shares of Series B 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 B 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 Series B Preferred Stock
and all such other parity stock 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.

     

     

    (2)           The
Corporation shall not permit any Subsidiary (as defined below) of the
Corporation to purchase or otherwise acquire for value any shares of stock of
the Corporation unless the Corporation could, under Paragraph D(1) of this
Article VIII, purchase or otherwise acquire such shares at such time and in such
manner.

     

     

    (3)           A
“Subsidiary” of
Corporation shall mean any corporation or other entity of which securities or
other ownership interests entitled to cast as least a majority of the votes that
would be entitled to be cast in an election of the Board of Directors of such
corporation or other entity or other persons performing similar functions are
beneficially owned, directly or indirectly, by the Corporation or by any
corporation or other entity that is otherwise controlled by the
Corporation.

     

     

    (4)           The
Corporation shall not issue any shares of Series B Preferred Stock except upon
exercise of  Rights issued pursuant to the Rights
Agreement.

     


    
      
         


      

      
        A-16

        
          

        

      

      
         


      

    


     

    E.           Reacquired
Shares.  Any shares of Series B Preferred Stock redeemed,
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition
thereof.  All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock without designation as to
series and may be reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors as permitted by
the Articles of Incorporation or as otherwise permitted under Georgia
law.

     

     

    F.           Liquidation, Dissolution or
Winding Up.

     

     

    (1)           Upon
any liquidation, dissolution or winding up of the Corporation, no distribution
shall be made:

     

     

    (a)           to
the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series B Preferred Stock unless,
prior thereto, the holders of shares of Series B Preferred Stock shall have
received $1.00 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment;
provided, however, that the
holders of shares of Series B Preferred Stock shall be entitled to receive an
aggregate amount per share, subject to the provision for adjustment hereinafter
set forth, equal to 100 times the aggregate amount to be distributed per share
to holders of Common Stock, or

     


    
      
         


      

      
        A-17

        
          

        

      

      
         


      

    


     

    (b)           to
the holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series B Preferred Stock,
except distributions made ratably on the Series B Preferred Stock and all such
other 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.  The amount to which holders of Series B Preferred Stock may be
entitled upon liquidation, dissolution or winding up of the Corporation pursuant
to the proviso to Paragraph F(1) of this Article VIII above is hereinafter
referred to as the “Participating Liquidation
Amount,” and the multiple of the amount to be distributed to holders of
Common Stock upon the liquidation, dissolution or winding up of the Corporation
applicable pursuant to said proviso, as such multiple may be adjusted from time
to time as hereinafter provided, is hereinafter referred to as the “Liquidation
Multiple.”  If the Corporation shall at any time after the
Rights Declaration Date pay any dividend on Common Stock payable in shares of
Common Stock or effect a subdivision or split or combination, consolidation or
reverse stock split 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 Liquidation Multiple thereafter
applicable to the determination of the amount to which holders of shares of
Series B Preferred Stock shall be entitled to receive after such event shall be
the Liquidation Multiple immediately prior to such event multiplied 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.

     

     

    (2)           
For purposes of this Paragraph F, none of the following events shall be deemed
to be a voluntary or involuntary liquidation, dissolution or winding up of the
Corporation:  (a) the voluntary sale, conveyance, lease, exchange or
transfer (for cash, shares of stock, securities or other consideration) of all
or substantially all of the property or assets of the Corporation; (b) the
combination, consolidation or merger of the Corporation with or into one or more
other corporations or other associations; (c) the consolidation or merger of one
or more corporations or other associations with or into the Corporation; or (d)
participation by the Corporation in a share exchange.

     

     

    G.           Certain Reclassification And
Other Events.

     

     

    (1)           If,
after the Rights Declaration Date, holders of shares of Common Stock receive in
respect of their shares of Common Stock any share of capital stock of the
Corporation (other than any share of Common Stock of the Corporation), whether
by way of reclassification, recapitalization, reorganization, dividend or other
distribution or otherwise (a “Transaction”), then,
and in each such event, the dividend rights, voting rights and rights upon the
liquidation, dissolution or winding up of the Corporation of the shares of
Series B Preferred Stock shall be adjusted so that after such event the holders
of Series B Preferred Stock shall be entitled, in respect of each share of
Series B Preferred Stock held, in addition to such rights in respect thereof to
which such holder was entitled immediately prior to such adjustment,
to

     


    
      
         


      

      
        A-18

        
          

        

      

      
         


      

    


     

    


     

     

    (a)           such
additional dividends as equal the Dividend Multiple in effect immediately prior
to such Transaction multiplied by the additional dividends which the holder of a
share of Common Stock shall be entitled to receive by virtue of the receipt in
the Transaction of such capital stock,

     

     

    (b)           such
additional voting rights as equal the Vote Multiple in effect immediately prior
to such Transaction multiplied by the additional voting rights to which the
holder of a share of Common Stock shall be entitled by virtue of the receipt in
the Transaction of such capital stock, and

     

     

    (c)           such
additional distributions upon liquidation, dissolution or winding up of the
Corporation as equal the Liquidation Multiple in effect immediately prior to
such Transaction multiplied by the additional amount which the holder of a share
of Common Stock shall be entitled to receive upon liquidation, dissolution or
winding up of the Corporation by virtue of the receipt in the Transaction of
such capital stock, as the case may be, all as provided by the terms of such
capital stock.

     

     

    (2)           If,
after the Rights Declaration Date, holders of shares of Common Stock receive in
respect of their shares of Common Stock any right or warrant to purchase Common
Stock (including as such a right, for all purposes of this Paragraph G(2), any
security convertible into or exchangeable for Common Stock) at a purchase price
per share less than the Fair Market Value (as defined below) of a share of
Common Stock on the date of issuance of such right or warrant, then, and in each
such event, the dividend rights, voting rights and rights upon the liquidation
dissolution or winding up of the Corporation of the shares of Series B Preferred
Stock shall each be adjusted so that after such event the Dividend Multiple, the
Vote Multiple and the Liquidation Multiple shall each be the product of the
Dividend Multiple, the Vote Multiple and the Liquidation Multiple, as the case
may be, in effect immediately prior to such event multiplied by a fraction the
numerator of which shall be the number of shares of Common Stock outstanding
immediately before such issuance of rights or warrants plus the maximum number
of shares of Common Stock which could be acquired upon exercise in full of all
such rights or warrants and the denominator of which shall be the number of
shares of Common Stock outstanding immediately before such issuance of rights or
warrants plus the number of shares of Common Stock which could be purchased, at
the Fair Market Value of the Common Stock at the time of such issuance, by the
maximum aggregate consideration payable upon exercise in full of all such rights
or warrants.

     


    
      
         


      

      
        A-19

        
          

        

      

      
         


      

    


     

    (3)           If,
after the Rights Declaration Date, holders of shares of Common Stock receive in
respect of their shares of Common Stock any right or warrant to purchase capital
stock (other than shares of Common Stock), including as such a right, for all
purposes of this Paragraph G(3), any security convertible into or exchangeable
for capital stock of the Company (other than Common Stock), at a purchase price
per share less than the Fair Market Value of a share of such capital stock on
the date of issuance of such rights or warrant, then, and in each such event,
the dividend rights, voting rights and rights upon the liquidation, dissolution
or winding up of the Corporation of the shares of Series B Preferred Stock shall
each be adjusted so that after such event holders of Series B Preferred Stock
shall be entitled, in respect of each share of Series B Preferred Stock held, in
addition to such rights in respect thereof to which such holder was entitled
immediately prior to such event, to receive (a) such additional dividends as
equal the Dividend Multiple in effect immediately prior to such event
multiplied, first, by the additional dividends to which the holder of a share of
Common Stock shall be entitled upon exercise of such right or warrant by virtue
of the capital stock which could be acquired upon such exercise, and multiplied
again by the Discount Fraction (as defined below), (b) such additional voting
rights as equal the Vote Multiple in effect immediately prior to such event
multiplied, first, by the additional voting rights to which the holder of a
share of Common Stock shall be entitled upon exercise of such right or warrant
by virtue of the capital stock which could be acquired upon such exercise, and
multiplied again by the Discount Fraction, and (c) such additional distributions
upon liquidation, dissolution or winding up of the Corporation as equal the
Liquidation Multiple in effect immediately prior to such event multiplied,
first, by the additional amount which the holder of a share of Common Stock
shall be entitled to receive upon liquidation, dissolution or winding up of the
Corporation upon exercise of such right or warrant by virtue of the capital
stock which could be acquired upon such exercise, and multiplied again by the
Discount Fraction.  For purposes of this Paragraph G(3), the “Discount Fraction”
shall be a fraction the numerator of which shall be the difference between (x)
the Fair Market Value of a share of the capital stock subject to a right or
warrant distributed to holders of shares of Common Stock of the Corporation as
contemplated by this Paragraph G(3) immediately after the distribution thereof
and (y) the purchase price per share for such share of capital stock pursuant to
such right or warrant, and the denominator of which shall be the Fair Market
Value of a share of such capital stock immediately after the distribution of
such right or warrant.

     


    
      
         


      

      
        A-20

        
          

        

      

      
         


      

    


     

    (4)           For
purposes of this Paragraph G, the “Fair Market Value” of
a share of capital stock of the Corporation (including a share of Common Stock)
on any date shall be deemed to be the average of the daily closing price per
share thereof over the 30 consecutive Trading Days (as defined below)
immediately prior to such date; provided, however, that in the
event that such Fair Market Value of any such share of capital stock is
determined during a period which includes any date that is within 30 Trading
Days after (a) the ex-dividend date for a dividend or distribution on stock
payable in shares of such stock or securities convertible into shares of such
stock, or (b) the effective date of any subdivision, split, combination,
consolidation, reverse stock split or reclassification of such stock, then, and
in each such case, the Fair Market Value shall be appropriately adjusted by the
Board of Directors of the Corporation to take into account ex-dividend or
post-effective date trading.  The closing price for any day shall be
the last sale price, regular way, or in case no such sale takes place on such
day, the average of the closing bid and asked prices, regular way (in either
case, as reported in the applicable transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock Exchange, or, if
the shares are not listed or admitted to trading on the New York Stock Exchange,
as reported in the applicable transaction reporting system with respect to
securities listed on the principal national securities exchange on which the
shares are listed or admitted to trading or, if the shares 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 such system then in use, or if on any
such date the shares 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 shares selected by the Board of Directors of the
Corporation).  The term “Trading Day” shall
mean a day on which the principal national securities exchange on which the
shares are listed or admitted to trading is open for the transaction of business
or, if the shares are not listed or admitted to trading on any national
securities exchange, on which the New York Stock Exchange or such other national
securities exchange as may be selected by the Board of Directors of the
Corporation is open.  If the shares are not publicly held or not so
listed or traded on any day within the period of 30 Trading Days applicable to
the determination of Fair Market Value, “Fair Market Value”
shall mean the fair market value thereof per share as determined in good faith
by the Board of Directors of the Corporation.  In either case referred
to in the foregoing sentence, the determination of Fair Market Value shall be
described in a statement filed with the Secretary of the
Corporation.

     


    
      
         


      

      
        A-21

        
          

        

      

      
         


      

    


     

    H.           Consolidation or
Merger.  If 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 or any other
property, then in any such case the shares of Series B Preferred Stock shall at
the same time be similarly exchanged for or changed into an amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount of stock, securities, cash or any other property, as
the case may be, into which or for which each share of Common Stock is exchanged
or changed.  If the Corporation shall at any time after the Rights
Declaration Date pay any dividend on Common Stock payable in shares of Common
Stock or effect a subdivision or split or combination, consolidation or reverse
stock split 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 B 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.

     

     

    I.           Effective Time of
Adjustments.

     

     

    (1)           Adjustments
to the Series B Preferred Stock required by the provisions hereof shall be
effective as of the time at which the event requiring such adjustments
occur.

     

     

    (2)           The
Corporation shall give prompt written notice to each holder of a share of
outstanding Series B Preferred Stock of the effect of any adjustment to the
voting rights, dividend rights or rights upon liquidation, dissolution or
winding up of the Corporation of such shares required by the provisions
hereof.  Notwithstanding the foregoing sentence, the failure of the
Corporation to give such notice shall not affect the validity of or the force or
effect of or the requirement for such adjustment.

     

     

    J.           No
Redemption.  The Series B Preferred Stock shall not be
redeemable.

     

     

    K.           Rank.  The
Series B Preferred Stock shall rank junior (as to dividends and upon
liquidation, dissolution and winding up) to all other series of the
Corporation's preferred stock, except any series that specifically provides that
such series shall rank junior to the Series B Preferred Stock.

     

     

    L.           Fractional
Shares.  Series B Preferred Stock may be issued in fractions of
a share which shall entitle the holder, in proportion to such holder's
fractional shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of Series B
Preferred Stock.

     


    
      
         


      

      
        A-22

        
          

        

      

      
         


      

    


     

    M.           Amendment. The
Articles of Incorporation of the Corporation shall not be further amended in any
manner which would materially alter or change the powers, preferences or special
rights of the Series B Preferred Stock so as to affect them adversely without
the affirmative vote of the holders of a majority or more of the outstanding
shares of Series B Preferred Stock, voting separately as a class, or if no
shares of Series B Preferred Stock are then outstanding, without the approval of
a majority of the Continuing Directors, as such term is defined in the Rights
Agreement.

     

     

    


     


    
      
         


      

      
        A-23

        
          

        

      

      
         


      

    


    


     

    Exhibit
B

     

     

    Form of
Rights Certificate

     

     

    Certificate
No.
R-                                                                                                                                               _____________________________Rights

     

     

    NOT
EXERCISABLE AFTER THE EARLIER OF MARCH 16, 2018, AND THE DATE ON WHICH THE
RIGHTS EVIDENCED HEREBY ARE REDEEMED OR EXCHANGED BY THE COMPANY AS SET FORTH IN
THE RIGHTS AGREEMENT.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.01
PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT.  AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR
HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE
OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT),
WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT
HOLDER, MAY BE NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE
ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON
OR AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE
DEFINED IN THE RIGHTS AGREEMENT).  THIS RIGHTS CERTIFICATE AND THE
RIGHTS REPRESENTED HEREBY MAY BE OR MAY BECOME NULL AND VOID IN THE
CIRCUMSTANCES SPECIFIED IN SECTION 7(d) OF THE RIGHTS AGREEMENT.)]2

     

     

    RIGHTS
CERTIFICATE

     

     

    INTERFACE,
INC.

     

     

    This
Rights Certificate certifies that ________________________, or registered
assigns, is the registered holder of the number of Rights set forth above, each
of which entitles the holder (upon the terms and subject to the conditions set
forth in the Rights Agreement, dated March 7, 2008 and effective as of March 17,
2008 (the “Rights Agreement”), between Interface, Inc., a Georgia corporation
(the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”)), to
purchase from the Company, at any time after the Distribution Date (as such term
is defined in the Rights Agreement) and prior to the Expiration Date (as such
term is defined in the Rights Agreement), one one-hundredth(s) of a fully paid,
non-assessable share of Series B Participating Cumulative Preferred Stock (the
“Preferred Stock”) of the Company, at a purchase price of $90.00 per one one-hundredth of
a share (the “Purchase Price”), payable in lawful money of the United States of
America, upon surrender of this Rights Certificate, with the form of election to
purchase and related certificate duly executed, and payment of the Purchase
Price at an office of the Rights Agent designated for such purpose.

     

    

      

    

      
      2      If
applicable, insert this portion of the legend and delete the preceding
sentence.

       

    


    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    


     

    


     

     

    Terms
used herein and not otherwise defined herein have the meanings assigned to them
in the Rights Agreement.

     

     

    The
number of Rights evidenced by this Rights Certificate (and the number and kind
of shares issuable upon exercise of each Right) and the Purchase Price set forth
above are as of March 17, 2008, and may have been or in the future may be
adjusted as a result of the occurrence of certain events, as more fully provided
in the Rights Agreement.

     

     

    Upon the
occurrence of a Flip-in Event, if the Rights evidenced by this Rights
Certificate are beneficially owned by (a) an Acquiring Person or an Associate or
Affiliate of an Acquiring Person, (b) a transferee of an Acquiring Person (or
any such Associate or Affiliate) who becomes a transferee after the Acquiring
Person becomes such, or (c) under certain circumstances specified in the Rights
Agreement, a transferee of an Acquiring Person (or any such Associate or
Affiliate) who becomes a transferee prior to or concurrently with the Acquiring
Person becoming such, 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 Flip-in Event.

     

     

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

     

     

    Upon
surrender at the principal office or offices of the Rights Agent designated for
such purpose and subject to the terms and conditions set forth in the Rights
Agreement, any Rights Certificate(s) may be transferred or exchanged for another
Rights Certificate(s) evidencing a like number of Rights as the Rights
Certificate(s) surrendered.  If this Rights Certificate shall be
exercised in part, the holder shall be entitled to receive upon surrender hereof
another Rights Certificate(s) for the number of whole Rights not
exercised.

     

     

    Subject
to the provisions of the Rights Agreement, the Board of Directors of the Company
may, at its option,

     

     

    (a)           at
any time prior to the earlier of (i) the Close of Business on the tenth day
after the Share Acquisition Date and (ii) the Final Expiration Date, redeem all
but not less than all the then outstanding Rights at a redemption price of $0.01
per Right; or

     


    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    


     

    (b)           at
any time after any Person becomes an Acquiring Person, exchange all or part of
the then outstanding Rights (other than Rights held by the Acquiring Person and
certain related Persons) for shares of Common Stock at an exchange ratio of one
share of Class A Common Stock per Right held by a holder of Class A Common Stock
and one share of Class B Common Stock per Right held by a holder of Class B
Common Stock.  If the Rights shall be exchanged in part, the holder of
this Rights Certificate shall be entitled to receive upon surrender hereof
another Rights Certificate(s) for the number of whole Rights not
exchanged.

     

     

    After the
expiration of the redemption period, the Company’s right of redemption may be
reinstated if an Acquiring Person reduces his beneficial ownership to ten
percent (10%) or less of the outstanding shares of Common Stock in a transaction
or series of transactions not involving the Company and there is no other
Acquiring Person.

     

     

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

     

     

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

     

     

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

     


    
      
         


      

      
        B-3

        
          

        

      

      
         


      

    


     

    


     

     

    IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed under its corporate seal
by its authorized officers.

     

    
      	
              Dated
      as
      of                                                      ,           

            	 
      
	 
      	
              INTERFACE,
      INC.

              By:                                                      

              Title:

            
	
              (SEAL)

            	 
      
	 
      	 
      
	
              Attest:

              Secretary

            	 
      
	 
      	 
      
	
              Countersigned:

              COMPUTERSHARE TRUST COMPANY,
      N.A., as Rights Agent

            	 
      
	 
      	 
      
	
              By:                                                                

              Authorized
    Signature

            	 
      


    


    
      
         


      

      
        B-4

        
          

        

      

      
         


      

    


     

    


     

     

    Form of
Reverse Side of Rights Certificate

     

     

    FORM OF
ASSIGNMENT

     

    (To be
executed if the registered holder

    desires
to transfer the Rights Certificate.)

     

    


     

     

    FOR VALUE
RECEIVED
__________________________________________________________________________________________________________________

     

     

    hereby
sells, assigns and transfers
unto______________________________________________________________________________________________________

     

    ____________________________________________________________________________________________________________________________________
(Please
print name and address of transferee)


    _____________________________________________________________________________________________________________________________________

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

     

    Dated: _______________________________________        _________________________________________________

                                                            Signature

     

     

    Signature
Guaranteed:

     


    
      
         


      

      
        B-5

        
          

        

      

      
         


      

    


     

    Certificate

     

     

    The
undersigned hereby certifies by checking the appropriate boxes
that:

     

     

    (1)           the
Rights evidenced by this Rights Certificate ___ are ___ are not being assigned
by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or
Associate of any such Acquiring Person (as such terms are defined 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 Rights Certificate from any Person who is,
was or became an Acquiring Person or an Affiliate or Associate of an Acquiring
person.

     

     

    Dated: ______________________________________        _________________________________________________

                                                            Signature

     

     

    


     

     

    NOTICE

     

     

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

     


    
      
         


      

      
        B-6

        
          

        

      

      
         


      

    


     

    ___________________

     

     

    FORM OF
ELECTION TO PURCHASE

     

     

    (To be
executed if the registered holder desires to exercise Rights represented by the
Rights Certificate.)

     

     

    To:           Interface,
Inc.

     

     

    The
undersigned hereby irrevocably elects to exercise ______________ Rights
represented by this Rights Certificate to purchase shares of Preferred Stock
issuable upon the exercise of the Rights (or such other securities of the
Company or of any other Person which may be issuable upon the exercise of the
Rights) and requests that certificates (or registrations in uncertificated
book-entry form on the books of the Company) for such securities be issued in
the name of and delivered to:

     

     

    Please
insert social security

    or other
identifying number

     

     

    


    __________________________________________________________________________________________________________________________________________

     

    (Please
print name and address)

     

    _________________________________________________________________________________________________________________________________________

    


     

     

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

     

     

    


     

    Please
insert social security

    or other
identifying number

    


    _____________________________________________

    (Please print name and
address)

     

    _____________________________________________

     

    Dated:
____________________, _______

     

    


    ______________________________

    Signature

     

    Signature
Guaranteed:

     


    
      
         


      

      
        B-7

        
          

        

      

      
         


      

    


    


     

    Exhibit
C

     

    


     

    SUMMARY OF RIGHTS TO
PURCHASE INTERFACE PREFERRED STOCK

     

    


     

    Effective March 17, 2008, Interface,
Inc. (the “Company”) issued a dividend to
shareholders of record of one Preferred Stock Purchase Right (a “Right”) on each share of Interface
Common Stock.

     

    The Board of Directors of the Company
believes that the Rights are a reasonable and appropriate means of protecting
the interests of the Company and its shareholders.  The Rights are not
intended to prevent a takeover of the Company on terms beneficial to
shareholders.  They may, however, deter an attempt to acquire control
of the Company on terms that the Board determines are not in the best interests
of the Company and its shareholders.  The Rights may be redeemed by
the Company at a nominal price, so they will not prevent a negotiated merger or
other business combination approved by the Board.

     

    The Rights will expire in ten years
unless they are redeemed before that time.  Initially, the Rights are
not exercisable, and they automatically attach to and trade in tandem with the
Common Stock.  However, ten days after a person or group (an
“Acquiring Person”) acquires 15% or more of the Common Stock, or ten business
days after a person or group starts a tender or exchange offer for 15% or more
of the Common Stock (or, in either case, such later date as may be approved by
the continuing directors), the Rights will detach from the Common Stock, the
Rights not owned by an Acquiring Person or its affiliates and associates will
become exercisable and separate Rights Certificates will be
distributed.  The Rights will then trade independently.

     

    If the Rights become exercisable, their
holders other than the Acquiring Person and its affiliates and associates (whose
Rights become void) will be entitled to buy, for the exercise price of $90.00,
one one-hundredth (1/100) of a share of Series B Participating Cumulative
Preferred Stock (the “Preferred Stock”) of the Company for each Right then held,
subject to certain antidilution adjustments.  Each one one-hundredth
(1/100) of a share of Preferred Stock is referred to herein as a
“Unit.”  In lieu of exercise, the Company may decide to exchange a
share of Common Stock for each valid Right.  Each Unit will have
dividend, voting and other rights that make it approximately equivalent in value
to a share of Class A Common Stock.  In general, each Unit will be
entitled to a quarterly dividend equal to the greater of $0.01 or the dividend,
if any, declared on a share of Common Stock.  In the event of
liquidation, Unit holders will be entitled to receive a preferential liquidation
payment in an amount equal to $0.01 per Unit, plus all accrued and unpaid
dividends and distributions  In the event of a merger or similar
transaction, each Unit will be entitled to receive the same payment as a share
of Common Stock.

     

    



    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    


     

    If an Acquiring Person were to acquire
15% or more of the Common Stock without the approval of the Board of Directors,
then each Right not owned by such Acquiring Person or its affiliates and
associates will become exercisable at a price of $90.00 for such number of Units
as have a market value equal to two times the exercise
price.  Alternatively, if after the time an Acquiring Person were to
acquire 15% or more of the Common Stock, the Company were to be acquired in a
merger or other business combination (in which the Common Stock is exchanged for
other securities or assets), or if more than 50% of the Company’s assets,
earning power or cash flow are sold, the Rights require that their holders will
be entitled to buy such number of shares of Common Stock of the acquiring
company as have a market value equal to two times the exercise
price.  In other words, that acquiring company’s common stock could be
purchased by a Rights holder at a 50% discount.  In those situations,
Interface shareholders would benefit at the expense of the acquiring
company.

     

    The terms of the Rights are set out in
a Rights Agreement, as the same may be amended from time to time (the “Rights
Agreement”) between the Company and Computershare Trust Company, N.A. (the
“Rights Agent”), dated March 7, 2008 and effective as of March 17,
2008.  This Summary highlights only
certain terms and is qualified in its entirety by reference to and incorporates
by reference the definitive documents which are on file with the Securities and
Exchange Commission in a Report on Form 8-K dated March 7, 2008, and a
Registration Statement on Form 8-A filed the same date pertaining to the
Rights.  If you have questions about the Rights, please write to the
Office of the Secretary of Interface at the above address.  A free
copy of the Rights Agreement is available on written request.

     

    UNDER CIRCUMSTANCES SET FORTH IN THE
RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO AN ACQUIRING PERSON AND ITS
AFFILIATES AND ASSOCIATES (AS DEFINED IN THE RIGHTS AGREEMENT) WILL BECOME VOID
AND WILL NO LONGER BE TRANSFERABLE.

     

    



    
      
         


      

      
        C-2

        
          

        

      

      
         


      

    


     

    


     

    INTERFACE,
INC.

     

     

    SUMMARY
OF

     

     

    SHAREHOLDER
RIGHTS PLAN

     

    


    
      	
              Rights
      Term:

            	
              Stated
      10 year term, set to expire March 16, 2018, unless
  amended.

            
	 	 
	
              Exercisable
      for

              Purchase
      of

              Preferred
      Stock:

            	
              After
      the Rights become exercisable, each Right will entitle the holder (other
      than holders whose Rights have become void) to purchase one one-hundredth
      of a share of Series B Participating Cumulative Preferred Stock, par value
      $1.00 per share, of the Company (the “Preferred Stock”).  Each
      one one-hundredth of a share of Preferred Stock is referred to herein as a
      “Unit.”

            
	 	 
	
              Series
      B Participating Cumulative Preferred Stock:

            	
              The
      Preferred Stock is designed so that each Unit has the same economic value
      as one share of Class A Common Stock, including voting
      rights.  Each Unit will entitle the holder to a minimum
      preferential dividend of $0.01 or the dividend, if any, declared on each
      share of Common Stock.  In the event of liquidation, each Unit
      will be entitled to a minimum preferential liquidation payment of $0.01
      plus accrued and unpaid dividends and distributions thereon, but will be
      entitled to an aggregate payment equal to the payment made per share of
      Common Stock.  In the event of any merger, consolidation or
      other transaction in which Common Stock is exchanged for or changed into
      other stock or securities, cash or other property, each Unit will be
      entitled to receive the amount received per share of Common
      Stock.

               

              Each
      Unit will be entitled to one vote on all matters submitted to a vote of
      the shareholders of the Company, and shares of Preferred Stock will
      generally vote together as one class with the Common Stock on all matters
      submitted to a vote of the Company’s shareholders.  While the
      Company’s Class B Common Stock remains outstanding, holders of Preferred
      Stock will vote as a single class with the Class A Common Stock for the
      election of directors.  In addition, whenever dividends on the
      Preferred Stock are in arrears in an amount equal to six quarterly
      payments, the Preferred Stock, together with any other shares of preferred
      stock then entitled to elect directors, shall have the right, voting as a
      single class, to elect one director until the default has been
      cured.

            
	 	 
	
              Rights
      Represented

              by
      Common Stock

              Certificates
      and Book-Entry Registrations Initially:

            	
              Prior
      to the “Distribution Date” (the day that a distribution of separate Rights
      Certificates is triggered), the Rights are non-exercisable, will be
      evidenced by the certificates (or registrations in uncertificated
      book-entry form on the books of the Company) for the Common Stock, will be
      transferred with the Common Stock, and the registered holders of the
      Common Stock will be deemed to be the registered holders of the
      Rights.

            


    


    
      
         


      

      
        C-3

        
          

        

      

      
         


      

    


    


    
      	
              Adjustments:

            	
              The
      purchase price payable, the number of shares of Preferred Stock or other
      securities or property issuable upon exercise, and the redemption price of
      the Rights are subject to adjustment from time to time to prevent dilution
      relating to stock dividends, distributions, recapitalizations, stock
      splits and similar corporate events.

            
	 	 
	
              Rights
      Detach and

              Become
      Exercisable

            	
              The
      Rights detach and become exercisable on the earlier of:

               

              (1)  The
      10th day after a public announcement that any person or group has become
      the beneficial owner of 15% or more of the Company’s Common
      Stock.  Inadvertent 15% ownership can be waived by the
      Company.

               

            
	 
      	
              (2) 
      The 10th business day after the date of the commencement of a tender or
      exchange offer by any person which would, if consummated, result in such
      person becoming the beneficial owner of 15% or more of the Common Stock,
      even if no shares are actually purchased pursuant to such
      offer.

               

            
	 
      	
              In
      either case, the Continuing Directors (as defined below) may extend this
      10-day waiting period.

               

              The
      following transactions will not cause a distribution of separate Rights
      Certificates:  (1) an acquisition by the Company, any subsidiary
      or any employee benefit plan of the Company, and (2) an acquisition of 15%
      or more of the Common Stock then outstanding by any person approved in
      advance by a majority of the Continuing Directors.

            
	 	 
	
              Right
      to Purchase Company Stock:

            	
              Once
      the Rights are distributed, unless they are redeemed or the transaction is
      approved by the Continuing Directors, if an Acquiring Person acquires 15%
      or more of the Common Stock, each Right not owned by an Acquiring Person
      or its affiliates and associates becomes exercisable at $90.00 to buy
      $180.00 worth of Preferred Stock.

            
	 	 
	
              Right
      to Purchase Acquiring

              Person
      Stock:

            	
              Once
      the Rights are distributed, unless they are redeemed or the transaction is
      approved by the Continuing Directors, if the Company is merged with or
      into or combined or consolidated with another entity (whether or not
      related to an Acquiring Person); merged with or into or combined or
      consolidated with another entity and is the surviving corporation, but the
      Company’s Common Stock is changed into or exchanged for other securities
      or assets; is a party to a statutory share exchange; or more than 50% of
      the Company’s assets, earning power or cash flow is sold, then each Right
      will permit its holder to buy, at the $90.00 exercise price, $180.00 worth
      of shares of Common Stock of the acquiring company as prescribed in the
      Rights Agreement.

            
	 	 
	
              Exchange:

            	
              At
      any time after any person has become an Acquiring Person, a majority of
      the Continuing Directors may exchange all or part of the Rights (other
      than the Rights beneficially owned by the Acquiring Person and certain
      affiliated persons) for shares of Common Stock at an exchange ratio of one
      share of Class A Common Stock per Right held by a holder of Class A Common
      Stock and one share of Class B Common Stock per Right held by a holder of
      Class B Common Stock.

            


    


    
      
         


      

      
        C-4

        
          

        

      

      
         


      

    


    


    
      	
              Redemption:

            	
              The
      Rights are redeemable by the Company at a price of $0.01 per Right at any
      time prior to the close of business on the tenth day after the date of the
      public announcement that any person has become an Acquiring Person
      (subject to extension by a majority of the Continuing
      Directors).  After any person has become an Acquiring Person,
      the Rights may be redeemed only with the approval of a majority of the
      Continuing Directors.

            
	 	 
	
              Continuing
      Directors:

            	
              Means
      any member of the Board of Directors who was a member of the Board prior
      to the time an Acquiring Person becomes such (other than pursuant to a
      tender offer for all outstanding shares of Common Stock approved by a
      majority of the Continuing Directors) or any person who is subsequently
      elected to the Board if such person is recommended or approved by a
      majority of the Continuing Directors.  Continuing Directors do
      not include an Acquiring Person, an affiliate or associate of an Acquiring
      Person or any representative or nominee of the
  foregoing.

            
	 	 
	
              Voting
      Rights:

            	
              Holders
      of Rights have no rights as a shareholder of the Company, including the
      right to vote and to receive dividends.  The Preferred Stock
      will have 100 votes per share or one vote per Unit.

            
	 	 
	
              Amendments:

            	
              Prior
      to the Distribution Date, the Rights Agreement may be amended in any
      respect, other than, at such time as the Rights are not
      redeemable, to change the Redemption Price, the expiration date of
      the Rights Agreement, the Purchase Price or the number of shares of
      Preferred Stock for which a Right is exercisable.  After the
      Distribution Date, the Rights Agreement may be amended in any respect that
      does not adversely affect the Rights holders (other than any Acquiring
      Person and certain affiliated persons).  After any person has
      become an Acquiring Person, the Rights Agreement may be amended only with
      the approval of a majority of the Continuing
  Directors.

            


    

     

    


     

    


    



    
      
         


      

      
        C-5