Exhibit 4.1


 




 





VIST FINANCIAL
CORP.


 


AND


 


AMERICAN STOCK
TRANSFER & TRUST COMPANY


 


Rights Agent


 






 


AMENDED AND
RESTATED RIGHTS AGREEMENT


 


Dated as of March 3,
2008




 





 

















 


Table of Contents


 


	
  Section

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Certain Definitions

  	
  1

  
	
  2.

  	
   

  	
  Appointment of Rights
  Agent

  	
  5

  
	
  3.

  	
   

  	
  Issue of Rights
  Certificates

  	
  6

  
	
  4.

  	
   

  	
  Form of Rights
  Certificates

  	
  8

  
	
  5.

  	
   

  	
  Countersignature and
  Registration

  	
  9

  
	
  6.

  	
   

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

  	
  

  10

  
	
  7.

  	
   

  	
  Exercise of Rights;
  Purchase Price; Expiration Date of Rights

  	
  11

  
	
  8.

  	
   

  	
  Cancellation and
  Destruction of Rights Certificates

  	
  14

  
	
  9.

  	
   

  	
  Reservation and
  Availability of Capital Stock

  	
  15

  
	
  10.

  	
   

  	
  Record Date for
  Securities Issued Upon Exercise

  	
  17

  
	
  11.

  	
   

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

  	
  17

  
	
  12.

  	
   

  	
  Certificate of Adjusted
  Purchase Price or Number of Shares

  	
  29

  
	
  13.

  	
   

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

  	
  29

  
	
  14.

  	
   

  	
  Fractional Rights and
  Fractional Shares

  	
  32

  
	
  15.

  	
   

  	
  Rights of Action

  	
  34

  
	
  16.

  	
   

  	
  Agreement of Rights
  Holders

  	
  34

  
	
  17.

  	
   

  	
  Rights Certificate
  Holder Not Deemed a Stockholder

  	
  35

  
	
  18.

  	
   

  	
  Concerning the Rights
  Agent

  	
  36

  
	
  19.

  	
   

  	
  Merger or Consolidation
  or Change of Name of Rights Agent

  	
  37

  
	
  20.

  	
   

  	
  Duties of Rights Agent

  	
  37

  
	
  21.

  	
   

  	
  Change of Rights Agent

  	
  40

  
	
  22.

  	
   

  	
  Issuance of New Rights
  Certificates

  	
  41

  
	
  23.

  	
   

  	
  Redemption and
  Termination

  	
  42

  
	
  24.

  	
   

  	
  Exchange

  	
  43

  
	
  25.

  	
   

  	
  Notice of Certain
  Events

  	
  45

  
	
  26.

  	
   

  	
  Notices

  	
  46

  
	
  27.

  	
   

  	
  Supplements and
  Amendments

  	
  47

  
	
  28.

  	
   

  	
  Successors

  	
  48

  
	
  29.

  	
   

  	
  Determinations and
  Actions by the Board of Directors; No Waiver

  	
  48

  
	
  30.

  	
   

  	
  Benefits of this
  Agreement

  	
  48

  
	
  31.

  	
   

  	
  Severability

  	
  49

  
	
  32.

  	
   

  	
  Governing Law

  	
  49

  



 


i

















 


	
  33.

  	
   

  	
  Counterparts

  	
  49

  
	
  34.

  	
   

  	
  Descriptive Headings

  	
  50

  



 


ii

















 


AMENDED AND
RESTATED RIGHTS AGREEMENT


 


AMENDED AND RESTATED
RIGHTS AGREEMENT, dated as of March 3, 2008 (the “Agreement”), between
VIST FINANCIAL CORP. (formerly known as LEESPORT FINANCIAL CORP. and FIRST
LEESPORT BANCORP, INC.), a Pennsylvania business corporation (the “Company”),
and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation
(the “Rights Agent”).


 


W I T N E S S E T
H


 


WHEREAS, on September 19,
2001 (the “Rights Dividend Declaration Date”), the Board of Directors of the
Company authorized and declared a dividend distribution of one Right (as
hereinafter defined) for each share of Common Stock (as hereinafter defined) of
the Company outstanding at the close of business on October 10, 2001 (the “Record
Date”), and authorized the issuance of one Right (as such number may
hereinafter be adjusted pursuant to the provisions of Section 11(p) hereof)
for each share of Common Stock issued between the Record Date (whether
originally issued or delivered from the Company’s treasury) and the
Distribution Date (as hereinafter defined) and under circumstances thereafter,
each Right initially representing the right to purchase one share of Common
Stock having the rights, powers, and preferences, and upon the terms and
subject to the conditions set forth herein (the “Rights”);


 


WHEREAS, on February 19,
2008, the Board of Directors of the Company desiring to modify the terms and
conditions of the Rights, authorized certain amendments to the Rights Agreement,
dated September 19, 2001, and the Company and the Rights Agent desire to
restate the terms of the Rights herein as so amended.


 


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


 


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


 


(a) “Acquiring
Person” shall mean any Person who or which, together with all Affiliates and
Associates of such Person, shall be the Beneficial Owner of (i) 15% or
more of the shares of Common Stock or (ii) Voting Securities that in the
aggregate represent 15% or more of the Total Voting Power, but shall not
include the Company, any Subsidiary of the Company,


 


1

















 


any employee stock option
plan or other employee benefit plan of the Company or of any Subsidiary of the
Company, or any Person or entity organized, appointed, or established by the
Company for or pursuant to the terms of any such plan.


 


(b)  “Adverse Person”
shall mean any Person declared to be an Adverse Person by the Board of
Directors upon a determination that the criteria set forth in Section 11(a)(ii)(B) apply
to such Person.


 


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


 


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


 


(ii)  which such
Person or any of such Person’s Affiliates or Associates, directly or
indirectly, has the right to vote (without regard to any regulatory
restrictions or restrictions included in the Company’s Articles of
Incorporation) or dispose of or has “beneficial ownership” of (as determined
pursuant to Rule 13d-3 of the General Rules and Regulations under the
Exchange Act), including pursuant to any


 


2

















 


agreement, arrangement, or understanding, whether or not in writing; provided,
however, that a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially
own,” any security under this subparagraph (ii) as a result of an
agreement, arrangement, or understanding to vote such security if such
agreement, arrangement, or understanding (A) arises solely from a
revocable proxy given in response to a public proxy or consent solicitation
made pursuant to, and in accordance with, the applicable provisions of the
General Rules and Regulations under the Exchange Act and (B) 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 such Person’s
Affiliates or Associates) has any agreement, arrangement, or understanding
(whether or not in writing), for the purpose of acquiring, holding, voting
(except pursuant to a revocable proxy as described in the proviso to
subparagraph (ii) of this paragraph (d)), or disposing of any
Voting Securities; provided, however, that nothing in this
paragraph (c) shall cause a person engaged in business as an
underwriter of securities to be the “Beneficial Owner” of, or to “beneficially
own,” any securities acquired through such person’s participation in good faith
in a firm commitment underwriting until the expiration of forty days after the
date of such acquisition.


 


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


 


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


 


(g)  “Common Stock”
shall mean the common stock, par value $5.00 per share, of the Company, except
that “Common Stock” when used with reference to any Person other than the
Company shall mean the capital stock of such Person with the greatest voting
power, or the equity securities or other equity interest having power to control
or direct the management, of such Person.


 


3

















 


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


 


(i)   [Intentionally
Omitted].


 


(j)  “Current market
price” shall have the meaning set forth in Section 11(d)(i) hereof.


 


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


 


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


 


(m)  “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


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


 


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


 


(p)  “Person” shall
mean any individual, firm, corporation, partnership, or other entity.


 


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


 


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


 


(s)  “Record Date”
shall have the meaning set forth in the WHEREAS clause in the recital to this
Agreement.


 


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


 


(u)  “Rights” shall
have the meaning set forth in the WHEREAS clause in the recital to this
Agreement.


 


(v)  “Rights
Certificates” shall have the meaning set forth in Section 3(a) hereof.


 


(w)  “Rights
Dividend Declaration Date” shall have the meaning set forth in the WHEREAS
clause in the recital to this Agreement.


 


4

















 


(x)  “Section 11(a)(ii) Event”
shall mean any event described in clauses (A) or (B) of Section 11(a)(ii) hereof.


 


(y)  “Section 11(a)(ii) Trigger
Date” shall have the meaning set forth in Section 11(a)(iii) hereof.


 


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


 


(aa)  “Securities Act” shall mean the Securities
Act of 1933, as amended.


 


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


 


(cc)  “Stock Acquisition Date” shall mean the first
date of public announcement (which, for purposes of this definition, shall
include, without limitation, a report filed pursuant to Section 13(d) under
the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person
has become such.


 


(dd)  “Subsidiary” shall mean, with reference to
any Person, any corporation of which an amount of voting securities sufficient
to elect at least a majority of the directors of such corporation is
beneficially owned, directly or indirectly, by such Person, or otherwise
controlled by such Person.


 


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


 


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


 


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


 


(hh)  “Triggering Event” shall mean any Section 11(a)(ii) Event
or Section 13 Event.


 


(ii)    “Voting
Securities” shall mean any class or classes of capital stock of the Company
entitled to vote generally in the election of directors.


 


Section 2.  Appointment of Rights Agent.  The Company hereby appoints the Rights Agent
to act as agent for the Company


 


5

















 


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. 
Notwithstanding the foregoing, the Rights Agent shall have no duty to
supervise, and in no event shall be liable for the acts or omissions of any
such Co-Rights Agent.


 


Section 3.  Issue of Rights Certificates.


 


(a)  Until the
earliest of (i) the close of business on the tenth Business Day after the
Stock Acquisition Date, (ii) the close of business on the tenth Business
Day (or such later date as may be determined by the Board of Directors) after
the date that a tender offer or exchange offer by any Person (other than the
Company, any Subsidiary of the Company, any employee stock option plan or other
employee benefit plan of the Company or of any Subsidiary of the Company, or
any Person or entity organized, appointed, or established by the Company for or
pursuant to the terms of any such plan) is first published or sent or given
within the meaning of Rule 14d-2(a) of the General Rules and
Regulations under the Exchange Act, if, upon consummation thereof, such Person
would be the Beneficial Owner of (x) 15% or more of the shares of Common
Stock then outstanding or (y) Voting Securities representing 15% or more
of the Total Voting Power, or (iii) the close of business on the tenth
Business Day after the Board of Directors determines, pursuant to the criteria
set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse
Person (the earliest of (i), (ii), and (iii) being herein referred to as
the “Distribution Date”), (x) the Rights will be evidenced (subject to the
provisions of paragraph (b) of this Section 3) by the certificates
for the Common Stock registered in the names of the holders of such Common
Stock (which certificates for Common Stock shall be deemed also to be
certificates for Rights) and not by separate certificates, and (y) 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 Distribution
Date, the Rights Agent will 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 A
hereto (the “Rights Certificates”), evidencing one Right for each share of
Common Stock so held, subject to adjustment as provided herein.  In the event that an adjustment in the number
of Rights per share of Common Stock has been made pursuant to


 


6

















 


Section 11(p) hereof, at the time of distribution of the
Rights Certificates, the Company shall make the necessary and appropriate
rounding adjustments (in accordance with Section 14(a) hereof) so
that Rights Certificates representing only whole numbers of Rights are
distributed and cash is paid in lieu of any fractional Rights.  As of and after the Distribution Date, the
Rights will be evidenced solely by such Rights Certificates.


 


(b)  As promptly as
practicable following the Record Date, the Company will send a copy of a
Summary of Rights, in substantially the form attached hereto as Exhibit B
(the “Summary of Rights”), by first-class, postage prepaid mail, to each record
holder of the Common Stock as of the close of business on the Record Date, at
the address of such holder shown on the records of the Company.  With respect to certificates for shares of
Common Stock outstanding as of the Record Date, until the Distribution Date,
the Rights will be evidenced by such certificates for shares of Common Stock
and the registered holders of shares of Common Stock shall also be the
registered holders of the associated Rights. 
Until the earlier of the Distribution Date or the Expiration Date, the
transfer of any certificates representing shares of Common Stock in respect of
which Rights have been issued shall also constitute the transfer of the Rights
associated with such shares of Common Stock.


 


(c)  Rights shall be
issued in respect of all shares of Common Stock which are issued (whether
originally issued or from the Company’s treasury) after the Record Date but
prior to the earlier of the Distribution Date or the Expiration Date.  Certificates representing such shares of
Common Stock shall also be deemed to be certificates for Rights, and shall bear
the following legend:


 


This
certificate also evidences and entitles the holder hereof to certain Rights as
set forth in the Rights Agreement between VIST Financial Corp. (the “Company”)
and American Stock Transfer & Trust Company, (the “Rights Agent”), dated
as of September 19, 2001 as amended and restated as of March 3, 2008
(the “Rights Agreement”), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal offices of the
Company.  Under certain circumstances, as
set forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate.  The


 


7

















 


Company or the Rights
Agent will mail to the holder of this certificate a copy of the Rights
Agreement, as in effect on the date of mailing, without charge promptly after
receipt of a written request therefor. 
Under certain circumstances set forth in the Rights Agreement, Rights
issued to, or held by, any Person who is, was or becomes an Acquiring Person,
an Adverse Person, or any 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 become null and void.


 


With respect to such certificates containing the foregoing legend,
until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the
Rights associated with the Common Stock represented by such certificates shall
be evidenced by such certificates alone and registered holders of Common Stock
shall also be the registered holders of the associated Rights, and the transfer
of any such certificates shall also constitute the transfer of the Rights
associated with the Common Stock represented by such certificates.


 


Section 4.  Form
of Rights Certificates.


 


(a)  The Rights Certificates (and the forms of
election to purchase and of assignment to be printed on the reverse thereof)
shall each be substantially in the form set forth on Exhibit A hereto and may
have such marks of identification or designation and such legends, summaries,
or endorsements printed thereon as the Company may deem appropriate (but which
do not affect the rights, duties or responsibilities of the Rights Agent) and
as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any applicable law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on which
the Rights may from time to time be listed, or to conform to usage.  Subject to the provisions of Section 11 and
Section 22 hereof, the Rights Certificates, whenever distributed, shall be
dated as of the Record Date and on their face shall entitle the holders thereof
to purchase such number of shares of Common Stock as shall be set forth therein
at the price set forth therein (such exercise price per share of Common Stock,
as adjusted from time to time hereunder, the "Purchase Price"), but
the amount and type of securities purchasable upon the exercise of each Right
and the Purchase Price thereof shall be subject to adjustment as provided
herein.


 


8
















 


(b)  Any Rights
Certificate issued pursuant to Section 3(a) or Section 22 hereof
that represents Rights beneficially owned by: 
(i) an Acquiring Person or an Adverse Person or any Associate or
Affiliate of an Acquiring Person or an Adverse Person, (ii) a transferee
of an Acquiring Person or an Adverse Person (or of any such Associate or
Affiliate) who becomes a transferee after such Acquiring Person or Adverse
Person becomes such, or (iii) a transferee of an Acquiring Person or an
Adverse Person (or of any such Associate or Affiliate) who becomes a transferee
prior to or concurrently with the Acquiring Person or Adverse Person becoming
such and receives such Rights pursuant to either (A) a transfer (whether
or not for consideration) from the Acquiring Person or Adverse Person to
holders of equity interests in such Acquiring Person or Adverse Person or to
any Person with whom such Acquiring Person or Adverse Person has any continuing
agreement, arrangement, or understanding regarding the transferred Rights or (B) a
transfer that the Board of Directors of the Company has determined is part of
an agreement, arrangement, or understanding which has as a primary purpose or
effect avoidance of Section 7(e) hereof, and provided that the
Company shall have notified the Rights Agent that this Section 4(b) applies,
and any Rights Certificate issued pursuant to Section 6 or Section 11
hereof upon transfer, exchange, replacement, or adjustment of any other Rights
Certificate referred to in this sentence, shall contain (to the extent
feasible) the following legend:


 


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


 


Section 5.  Countersignature and Registration.


 


(a)  The Rights
Certificates shall be executed on behalf of the Company by its Chairman of the
Board, Chief Executive Officer, President, or any Vice Chairman or Executive
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 countersigned 


 


9

















 


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


 


(b)  Following the
Distribution Date and receipt by the Rights Agent of all necessary information,
the Rights Agent will keep or cause to be kept, at its office designated as the
appropriate place for surrender of Rights Certificates upon exercise or
transfer, books for registration and transfer of the Rights Certificates issued
hereunder.  Such books shall show the
names and addresses of the respective holders of the Rights Certificates, the
number of Rights evidenced on its face by each of the Rights Certificates and
the date of each of the Rights Certificates.


 


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


 


(a)  Subject to the
provisions of Section 4(b), Section 7(e), Section 14, and Section 24
hereof, at any time after the close of business on the Distribution Date, and
at or prior to the close of business on the Expiration Date, any Rights
Certificate may be transferred, split up, combined, or exchanged for another
Rights Certificate entitling the registered holder to purchase a like number of
shares of Common Stock(or, following a Triggering Event, Common Stock, other
securities, cash, or other assets, as the case may be) as the Rights
Certificate surrendered then entitled such holder (or former holder in the case
of a transfer) to purchase.  Any
registered holder desiring to transfer, split up, combine, or exchange any
Rights Certificate shall make such request in writing delivered to the Rights
Agent, and shall surrender the Rights Certificate to be transferred, split up,
combined, or exchanged at the principal office or offices of the Rights Agent
designated for such purpose.  Neither the
Rights Agent nor the 


 


10

















 


Company shall be
obligated to take any action whatsoever with respect to the transfer of any such
surrendered Rights Certificate until the registered holder shall have properly
completed and signed the certificate contained in the form of assignment on the
reverse side of such Rights Certificate and shall have provided such additional
evidence of the identity of the Beneficial Owner (or former Beneficial Owner)
or Affiliates or Associates thereof as the Company or the Rights Agent shall
reasonably request.  Thereupon the Rights
Agent shall, subject to Section 4(b), Section 7(e), and Section 14
hereof, countersign and deliver to the Person entitled thereto a Rights
Certificate as so requested.  The Company
may require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer, split up, combination, or
exchange of Rights Certificates.  The
Rights Agent shall have no duty to take any action under any Section of
this Agreement which requires the payment by a Rights holder of applicable
taxes and governmental charges unless and until the Rights Agent is satisfied
that all such taxes and/or charges have been paid.


 


(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 satisfactory to
them, and reimbursement to the Company and the Rights Agent of all reasonable
expenses incidental thereto, and upon surrender to the Rights Agent and
cancellation of the Rights Certificate if mutilated, the Company will execute
and deliver a new Rights Certificate of like tenor to the Rights Agent for
countersignature and delivery to the registered owner in lieu of the Rights
Certificate so lost, stolen, destroyed, or mutilated.


 


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


 


(a) Subject to Section 7(e) hereof,
the registered holder of any Rights Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein including, without limitation,
the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii),
and Section 23(a) hereof) in whole or in part at any time after the
Distribution Date upon surrender of the Rights Certificate, with the form of
election to purchase and the certificate on the reverse side thereof duly
executed, to the Rights Agent at the office of the Rights Agent designated for
such purpose, together with payment of the aggregate Purchase Price with
respect to the


 


11

















 


total number of shares of
Common Stock (or other securities, cash, or other assets, as the case may be)
as to which such surrendered Rights are then exercisable, at or prior to the
earliest of (i) the close of business on September 19, 2011 (the “Final
Expiration Date”),(ii) the time at which the Rights are redeemed as
provided in Section 23 hereof (the earlier of (i) and (ii) being
herein referred to as the “Expiration Date”), or (iii) the time at which
such Rights are exchanged as provided in Section 24 hereof.


 


(b)  The Purchase
Price for each share of Common Stock pursuant to the exercise of a Right shall
be $70.00, and shall be subject to adjustment from time to time as provided in
Sections 11 and 13(a) hereof and shall be payable in accordance with
paragraph (c) below.


 


(c)  Upon receipt of
a Rights Certificate representing exercisable Rights, with the form of election
to purchase and the certificate on the reverse side thereof duly executed,
accompanied by payment, with respect to each Right so exercised, of the
Purchase Price per share of Common Stock (or other shares, securities, cash, or
other assets, as the case may be) to be purchased as set forth below and an
amount equal to any applicable tax or charge, the Rights Agent shall, subject
to Section 20(k) hereof, thereupon promptly (i) (A) requisition
from any transfer agent of the shares of Common Stock (or make available, if
the Rights Agent is the transfer agent for such shares) certificates for the
total number of shares of Common 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 total number of shares of Common
Stock issuable upon exercise of the Rights hereunder with a depositary agent,
requisition from the depositary agent depositary receipts representing such
number of shares of Common Stock as are to be purchased (in which case
certificates for the shares of Common Stock represented by such receipts shall
be deposited by the transfer agent with the depositary agent) and the Company
will direct the depositary agent to comply with such request, (ii) requisition
from the Company the amount of cash, if any, to be paid in lieu of fractional
shares in accordance with Section 14 hereof, (iii) after receipt of
such certificates or depositary receipts, cause the same to be delivered to or
upon the order of the registered holder of such Rights Certificate, registered
in such name or names as may be designated by such holder, and (iv) after
receipt thereof, deliver such cash, if any, to or upon the order of the
registered holder of such Rights Certificate. 
The payment of the Purchase Price (as such amount


 


12

















 


may be reduced pursuant
to Section 11(a)(iii) hereof) shall be made in cash or by certified
bank check or bank draft payable to the order of the Company.  In the event that the Company is obligated to
issue other securities of the Company, pay cash, and/or distribute other
property pursuant to Section 11(a) hereof, the Company will make all
arrangements necessary so that such other securities, cash, and/or other
property are available for distribution by the Rights Agent, if and when
necessary to comply with this Agreement. 
In the event that, immediately prior to the occurrence of a Distribution
Date, the number of shares of Common Stock which are authorized by the Company’s
articles of incorporation, as amended and in effect at such time, but not
outstanding or reserved for issuance for purposes other than upon exercise of
the Rights is not sufficient to permit exercise in full of the Rights in
accordance with their terms, the Company, acting by resolution of the Board of
Directors, shall follow the same procedures and may take any of the same
actions in connection with the exercise of Rights under this Section 7(c) as
are required or permitted to be followed or taken pursuant to Section 11(a)(iii) hereof
with respect to substitution of value in connection with the exercise of Rights
under Section 11(a)(ii) hereof. 
The Company reserves the right to require prior to the occurrence of a
Triggering Event that, upon any exercise of Rights, a number of Rights be
exercised so that only whole shares of Common Stock would be issued.


 


(d)  In case the
registered holder of any Rights Certificate shall exercise less than all the
Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent
to the Rights remaining unexercised shall be issued by the Rights Agent and
delivered to, 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 hereof.


 


(e)  Notwithstanding
anything in this Agreement to the contrary, from and after the first occurrence
of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an
Acquiring Person, an Adverse Person, or an Associate or Affiliate of an
Acquiring Person or an Adverse Person, (ii) a direct or indirect
transferee of an Acquiring Person or an Adverse Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person or
Adverse Person becomes such, or (iii) a direct or indirect transferee of
an Acquiring Person or an Adverse Person (or of any such Associate or
Affiliate) who becomes a transferee prior to or concurrently with the Acquiring
Person or Adverse Person becoming such and receives such Rights pursuant to
either (A) a 


 


13

















 


transfer (whether or not
for consideration) from the Acquiring Person or Adverse Person to holders of
equity interests in such Acquiring Person or Adverse Person or to any Person
with whom the Acquiring Person or Adverse Person has any continuing agreement,
arrangement, or understanding regarding the transferred Rights or (B) a
transfer which the Board of Directors of the Company has determined is part of
an agreement, arrangement or understanding which has as a primary purpose or
effect the avoidance of this Section 7(e), shall become null and void
without any further action and no holder of such Rights shall have any rights
whatsoever with respect to such Rights, whether under any provision of this
Agreement or otherwise.  The Company
shall notify the Rights Agent when this Section 7(e) applies and
shall use all reasonable efforts to insure that the provisions of this Section 7(e) and
Section 4(b) hereof are complied with, but shall have no liability to
any holder of Rights Certificates or other Person as a result of its failure to
make any determinations with respect to an Acquiring Person or an Adverse
Person or any of their respective Affiliates, Associates, or transferees
hereunder.


 


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


 


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


 


14

















 


request of the Company,
destroy such cancelled Rights Certificates, and in such case shall deliver a
certificate of destruction thereof to the Company.


 


Section 9.  Reservation and Availability of Capital
Stock.


 


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


 


(b)  So long as the
shares of Common Stock (and, following the occurrence of a Triggering Event,
other securities) issuable and deliverable upon the exercise of the Rights may
be quoted on any automated quotation system of the National Association of
Securities Dealers, Inc. or listed on any national securities exchange,
the Company shall use its best efforts to cause, from and after such time as
the Rights become exercisable, all shares reserved for such issuance to be so
quoted or listed on such exchange upon official notice of issuance upon such
exercise.


 


(c)  The Company
shall use its best efforts to (i) file, as soon as practicable following
the first occurrence of a Section 11(a)(ii) Event, or, if applicable,
as soon as practicable following the earliest date after the first occurrence
of a Section 11(a)(ii) Event on which the consideration to be
delivered by the Company upon exercise of the Rights has been determined in
accordance with Section 11(a)(iii) hereof, a registration statement
on an appropriate form under the Securities Act, with respect to the securities
purchasable upon exercise of the Rights, (ii) cause such registration
statement to become effective as soon as practicable after such filing, and (iii) cause
such registration statement to remain effective (with a prospectus at all times
meeting the requirements of the Securities Act) until the earlier of (A) the
date as of which the Rights are no longer exercisable for such securities, and (B) the
date of the expiration of the Rights. 
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


 


15

















 


connection with the
exercisability of the Rights.  The
Company may temporarily suspend, for a period of time not to exceed ninety (90)
days after the date set forth in clause (i) of the first sentence of
this Section 9(c), the exercisability of the Rights in order to prepare
and file such registration statement and permit it to become effective.  Upon any such suspension, the Company shall
issue a public announcement stating that the exercisability of the Rights has
been temporarily suspended, as well as a public announcement at such time as
the suspension is no longer in effect. 
In addition, if the Company shall determine that a registration
statement is required following the Distribution Date, the Company may by
issuing a public announcement temporarily suspend (and shall give the Rights
Agent prompt notice thereof) the exercisability of the Rights until such time
as a registration statement has been declared effective.  The Company shall promptly provide the Rights
Agent with copies of such announcements. 
Notwithstanding any provision of this Agreement to the contrary, the
Rights shall not be exercisable in any jurisdiction if the requisite
qualification in such jurisdiction shall not have been obtained, the exercise
thereof shall not be permitted under applicable law, or a registration statement
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 shares of Common Stock (and, following the occurrence of a
Triggering Event, other securities) delivered upon exercise of Rights shall, at
the time of delivery of the certificates for such shares (subject to payment of
the Purchase Price), be duly and validly authorized and issued and fully paid
and nonassessable.


 


(e)  The Company
further covenants and agrees that it will pay when due and payable any and all
taxes and governmental charges which may be payable in respect of the issuance
or delivery of the Rights Certificates and of any certificates for a number of
shares of Common Stock (or other securities, as the case may be) upon the
exercise of Rights.  The Company shall
not, however, be required to pay any tax or charge which may be payable in
respect of any transfer or delivery of Rights Certificates to a Person other
than, or the issuance or delivery of a number of shares of Common Stock (or
other securities, as the case may be) in respect of a name other than that of,
the registered holder of the Rights Certificates evidencing Rights surrendered
for exercise or to issue or deliver any certificates for a number of shares of
Common Stock (or other securities, as the case may be) in a name other than


 


16

















 


that of the registered
holder upon the exercise of any Rights until such tax or charge shall have been
paid (any such tax or charge being payable by the holder of such Rights
Certificate at the time of surrender) or until it has been established to the
Company’s satisfaction that no such tax or charge is due.


 


Section 10.  Record Date for Securities Issued Upon
Exercise.  Each Person in whose name
any certificate for a number of shares of Common Stock (or other securities, as
the case may be) is issued upon the exercise of Rights shall for all purposes
be deemed to have become the holder of record of such shares of Common Stock
(or other securities, as the case may be) represented thereby on, and such
certificate shall be dated, the date upon which the Rights Certificate
evidencing such Rights was duly surrendered and payment of the Purchase Price
(and all applicable taxes and charges) was made; provided, however, that if the
date of such surrender and payment is a date upon which the transfer books for
the Common Stock (or other securities, as the case may be) of the Company are
closed, such Person shall be deemed to have become the record holder of such
shares (fractional or otherwise) on, and such certificate shall be dated, the
next succeeding Business Day on which the Common Stock (or other securities, as
the case may be) transfer books of the Company are open.  Prior to the exercise of the Rights evidenced
thereby, the holder of a Rights Certificate shall not be entitled to any rights
of a stockholder of the Company with respect to shares for which the Rights shall
be exercisable, including, without limitation, the right to vote, to receive
dividends, or other distributions or to exercise any preemptive rights, and
shall not be entitled to receive any notice of any proceedings of the Company,
except as provided herein.


 


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


 


(a)  (i)  In
the event the Company shall at any time after the date of this Agreement (A) declare
a dividend on the outstanding shares of Common Stock payable in shares of
Common Stock, (B) subdivide the outstanding shares of Common Stock, (C) combine
the outstanding shares of Common Stock into a smaller number of shares, or (D) issue
any shares of its capital stock in a reclassification of the Common Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving corporation), except
as otherwise provided in this Section 11(a)


 


17

















 


and Section 7(e) hereof,
the Purchase Price in effect at the time of the record date for such dividend
or of the effective date of such subdivision, combination, or reclassification,
and the number and kind of shares of Common Stock (or other securities, as the
case may be), issuable on such date, shall be proportionately adjusted so that
the holder of any Right exercised after such time shall be entitled to receive,
upon payment of the Purchase Price then in effect, the aggregate number and
kind of shares of Common Stock or capital stock, as the case may be, which, if
such Right had been exercised immediately prior to such date and at a time when
the Common Stock transfer books of the Company were open, such holder would
have owned upon such exercise and been entitled to receive by virtue of such
dividend, subdivision, combination, or reclassification.  If an event occurs that would require an
adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof,
the adjustment provided for in this Section 11(a)(i) shall be in
addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof.


 


(ii)  Subject to Section 24
of this Agreement, in the event:


 


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


 


(B)  the Board of
Directors of the Company shall declare any Person to be an Adverse Person, upon
a determination that such Person, alone or together with its Affiliates and
Associates, has, at any time after the Rights Dividend Declaration Date, become
the beneficial owner of Voting 


 


18

















 


Securities representing
at least 4.9% of the Total Voting Power and a determination, after reasonable
inquiry and investigation, including consultation with such persons as the
Board of Directors shall deem appropriate, that such beneficial ownership by
such Person is intended to cause the Company to repurchase the Voting
Securities beneficially owned by such Person or to cause pressure on the
Company to take action or enter into a transaction or series of transactions
intended to provide such Person (and not stockholders generally) with
short-term financial gain under circumstances where the Board of Directors
determines that the best long-term interests of the Company and its
stockholders would not be served by taking such action or entering into such
transaction or series of transactions at that time; or


 


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


 


19
















 


practices, or (5) shall receive the benefit, directly or
indirectly (except proportionately as a stockholder and except if resulting
from a requirement of law or governmental regulation), of any loans, advances,
guarantees, pledges, or other financial assistance or any tax credits or other
tax advantage provided by the Company or any of its Subsidiaries; or


 


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


 


then, promptly following
the first occurrence of a Section 11(a)(ii) Event, proper provision
shall be made so that each holder of a Right (except as provided below and in Section 7(e) hereof)
shall thereafter have the right to receive, upon exercise thereof at the then
current Purchase Price in accordance with the terms of this Agreement, such
number of shares of Common Stock as shall equal the result obtained by (x) multiplying
the then current Purchase Price by the then number of shares of Common Stock
for which a Right was exercisable immediately prior to the first occurrence of
a Section 11(a)(ii) Event, and (y) dividing that product (which,
following such first occurrence, shall thereafter be referred to as the “Purchase
Price” for each Right and for all purposes of this Agreement) by 50% of the
lowest closing price (as determined pursuant to the second sentence of Section 11(d)(i) hereof)
per share of Common Stock on any Trading Day (as defined in Section 11(d)(i) hereof)
occurring within the twelve-month period immediately preceding the date of such
first occurrence (such number of shares, the “Adjustment Shares”).


 


(iii)  In the event
that:


 


(a) the number of
shares of Common Stock which are authorized by the Company’s articles of
incorporation but not outstanding or reserved for issuance for purposes other


 


20

















 


than upon exercise of the
Rights are not sufficient to permit the exercise in full of the Rights in
accordance with the foregoing subparagraph (ii) of this Section 11(a),
or (b) the quotient (the “Quotient”) obtained by dividing the Purchase
Price by the number of Adjustment Shares issuable upon exercise of a Right is
less than the then par value per share of the Common Stock, the Company shall,
to the extent permitted by applicable law and regulation and subject to such
limitations as are necessary to prevent a default under any agreement to which
the Company is a party: (A) determine the excess of (1) the value of
the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”)
over (2) the Purchase Price (such excess, the “Spread”), and (B) with
respect to each Right, make adequate provision to substitute for the Adjustment
Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a
reduction in the Purchase Price, (3) Common Stock or other equity
securities of the Company (including, without limitation, shares, or units of
shares, of preferred stock which the Board of Directors of the Company has
deemed to have the same value as shares of Common Stock (such shares of
preferred Stock, “Common Stock Equivalents”)), (4) debt securities of the
Company, (5) other assets, or (6) any combination of the foregoing,
having an aggregate value equal to the Current Value, where such aggregate
value has been determined by the Board of Directors of the Company based upon
the advice of a nationally recognized investment banking firm selected by the
Board of Directors of the Company; provided, however, if the Company
shall not have made adequate provision to deliver value pursuant to
clause (B) above within 30 days following the later of (x) the
first occurrence of a Section 11(a)(ii) Event and (y) the date
on which the Company’s right of redemption pursuant to Section 23(a) expires
(the later of (x) and (y) being referred to herein as the “Section 11(a)(ii) Trigger
Date”), then the Company shall be obligated to deliver, upon the surrender for
exercise of a Right and without requiring payment of the Purchase Price, shares
of Common Stock (to the extent available) and then, if necessary, cash, which
shares and/or cash have an aggregate value equal to the Spread.  If the Board of Directors of the Company
shall determine in good faith that it is likely that (a) sufficient
additional shares of Common Stock could be authorized for issuance upon
exercise in full of the Rights or (b) a reduction in the par value per
share of Common Stock to an amount that is equal to or less than the Quotient
could be authorized, the 30 day period set forth above may be extended to
the extent necessary, but not more than 90 days after the Section 11(a)(ii) Trigger
Date, in order that the Company may seek stockholder approval for the
authorization of such additional shares or for the reduction of such par value,
as the 


 


21

















 


case may be (such period,
as it may be extended, the “Substitution Period”).  To the extent that the Company determines
that some action need be taken pursuant to the first and/or second sentences of
this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof,
that such action shall apply uniformly to all outstanding Rights, and (y) may
suspend the exercisability of the Rights until the expiration of the
Substitution Period in order to seek any authorization of additional shares or
reduction in par value and/or to decide the appropriate form of distribution to
be made pursuant to such first sentence and to determine the value
thereof.  In the event of any such
suspension, the Company shall issue a public announcement stating that the
exercisability of the Rights has been temporarily suspended, as well as a
public announcement at such time as the suspension is no longer in effect.  For purposes of this Section 11(a)(iii),
the value of the Common Stock shall be the current market price (as determined
pursuant to Section 11(d) hereof) per share of the Common Stock on
the Section 11(a)(ii) Trigger Date and the value of any Common Stock
Equivalents shall be deemed to have the same value as the Common Stock on such
date.


 


(b)  In case the
Company shall fix a record date for the issuance of rights, options, or
warrants to all holders of Common Stock entitling them to subscribe for or
purchase (for a period expiring within 45 calendar days after such record
date) Common Stock or securities convertible into Common Stock or Common Stock
Equivalents at a price per share of Common Stock or per share of Common Stock
Equivalents (or having a conversion price per share, if a security convertible
into Common Stock or Common Stock Equivalents) less than the current market
price (as determined pursuant to Section 11(d) hereof) per share of
Common 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 record date by a fraction, the numerator of which
shall be the number of shares of Common Stock outstanding on such record date,
plus the number of shares of Common Stock which the aggregate offering price of
the total number of shares of Common Stock and/or Common Stock Equivalents so
to be offered (and/or the aggregate initial conversion price of the convertible
securities so to be offered) would purchase at such current market price, and
the denominator of which shall be the number of shares of Common Stock
outstanding on such record date, plus the number of additional shares of Common
Stock and/or Common Stock Equivalents to be offered for subscription or
purchase (or into which the convertible securities so to be offered are
initially convertible).  In case such
subscription price may be paid by 


 


22

















 


delivery of consideration
part or all of which may be in a form other than cash, the value of such
consideration shall be as determined in good faith by the Board of Directors of
the Company, whose determination shall be described in a statement filed with
the Rights Agent and shall be binding on the Rights Agent and the holders of
the Rights.  Shares of Common 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 in the event that such rights 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 a distribution to all holders of Common
Stock (including any such distribution made in connection with a consolidation
or merger in which the Company is the continuing corporation) of evidences of
indebtedness, cash (other than a regular quarterly cash dividend out of the
earnings or retained earnings of the Company), assets, stock (other than a dividend
payable in Common Stock, but including any dividend payable in stock other than
Common Stock), or subscription rights or warrants (excluding those referred to
in Section 11(b) hereof), the Purchase Price to be in effect after
such record date shall be determined by multiplying the Purchase Price in
effect immediately prior to such record date by a fraction, the numerator of
which shall be the current market price (as determined pursuant to Section 11(d) hereof)
per share of Common Stock on such record date, less the fair market value (as
determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent) of
the portion of the cash, assets, stock, or evidences of indebtedness so to be
distributed or of such subscription rights or warrants applicable to a share of
Common Stock and the denominator of which shall be such current market price
(as determined pursuant to Section 11(d) hereof) per share of Common
Stock.  Such adjustments shall be made
successively whenever such a record date is fixed, and in the event that such
distribution is not so made, the Purchase Price shall be adjusted to be the
Purchase Price which would have been in effect if such record date had not been
fixed.


 


(d)  For the purpose
of any computation hereunder, other than computations made pursuant to Section 11(a)(iii) hereof,
the “current market price” per share of Common Stock on any date shall be
deemed to be the average of the daily closing prices per share of such Common
Stock for the 


 


23

















 


30 consecutive
Trading Days (as such term is hereinafter defined) immediately prior to such
date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof,
the “current market price” per share of Common Stock on any date shall be
deemed to be the average of the daily closing prices per share of such Common
Stock for the 10 consecutive Trading Days immediately following such date;
provided, however, that in the event that the current market price per
share of the Common Stock is determined during a period following the
announcement by the issuer of such Common Stock of (A) a dividend or
distribution on such Common Stock payable in shares of such Common Stock or
securities convertible into shares of such Common Stock (other than the
Rights), or (B) any subdivision, combination, or reclassification of such
Common Stock, and the ex-dividend date for such dividend or distribution, or
the record date for such subdivision, combination or reclassification shall not
have occurred prior to the commencement of the requisite 30 Trading Day or
10 Trading Day period, as set forth above, then, and in each such case,
the “current market price” shall be properly adjusted to take into account
ex-dividend trading.  The closing price
for each day shall be the last sale price, regular way, or, in case no such
sale takes place on such day, the average of the closing bid and asked prices, regular
way, in either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to trading on
the New York Stock Exchange or, if the shares of Common Stock are not listed or
admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the shares of
Common Stock are listed or admitted to trading or, if the shares of Common
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
National Association of Securities Dealers, Inc. Automated Quotation
System (“NASDAQ”) or such other system then in use, or, if on any such date the
shares of Common 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 Common Stock selected by the Board of Directors of the
Company.  If on any such date no market
maker is making a market in the Common Stock, the fair value of such shares on
such date as determined in good faith by the Board of Directors of the Company
shall be used.  The term “Trading Day”
shall mean a day on which the principal national securities exchange on which
the shares of Common Stock are listed or admitted to trading is open for the 


 


24

















 


transaction of business
or, if the shares of Common Stock are not listed or admitted to trading on any
national securities exchange, a Business Day. 
If the Common Stock is not publicly held or not so listed or traded, “current
market price” per share shall mean the fair value per share as determined in
good faith by the Board of Directors of the Company, whose determination shall
be described in a statement filed with the Rights Agent and shall be conclusive
for all purposes.


 


(e)  Anything herein
to the contrary notwithstanding, no adjustment in the Purchase Price shall be
required unless such adjustment would require an increase or decrease of at
least 1% in the Purchase Price; provided, however, that any adjustments
which by reason of this Section 11(e) are not required to be made
shall be carried forward and taken into account in any subsequent
adjustment.  All calculations under this Section 11
shall be made to the nearest cent or to the nearest ten-thousandth of a share
of Common Stock or other share, as the case may be.  Notwithstanding the first sentence of this Section 11(e),
any adjustment required by this Section 11 shall be made no later than the
earlier of (i) 3 years from the date of the transaction which
mandates such adjustment, or (ii) the Expiration Date.


 


(f)  If as a result
of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a) hereof,
the holder of any Right thereafter exercised shall become entitled to receive
any shares of capital stock other than Common 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 Common Stock contained in Sections 11(a), (b), (c), (e), (g), (h),
(i), (j), (k), and (m), and the provisions of Sections 7, 9, 10, 13, and
14 hereof with respect to the Common Stock shall apply on like terms to any
such other shares.


 


(g)  All Rights
originally issued by the Company subsequent to any adjustment made to the
Purchase Price hereunder shall evidence the right to purchase, at the adjusted
Purchase Price, the number of shares of Common Stock purchasable from time to
time hereunder upon exercise of the Rights, all subject to further adjustment
as provided herein.


 


(h)  Unless the
Company shall have exercised its election as provided in Section 11(i),
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


 


25

















 


to the making of such
adjustment shall thereafter evidence the right to purchase, at the adjusted
Purchase Price, that number of shares of Common Stock (calculated to the
nearest one-millionth) obtained by (i) multiplying (x) the number of
shares of Common Stock covered by a Right 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 shares of
Common Stock purchasable upon the exercise of a Right.  Each of the Rights outstanding after the
adjustment in the number of Rights shall be exercisable for the number of
shares of Common Stock for which a Right was exercisable immediately prior to
such adjustment.  Each Right held of
record prior to such adjustment of the number of Rights shall become that
number of Rights (calculated to the nearest one-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, and shall promptly give the Rights Agent a
copy of such announcement.  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 hereof, the additional
Rights to which such holders shall be entitled as a result of such adjustment,
or, at the option of the Company, shall cause to be distributed to such holders
of record in substitution and replacement for the Rights Certificates held by
such holders prior to the date of adjustment, and upon surrender thereof, if
required by the Company, new Rights Certificates evidencing all the Rights to
which such holders shall be entitled after such adjustment.  Rights Certificates so to be distributed shall
be issued, executed, and countersigned in the manner provided for herein (and
may bear, at the option of the Company, the adjusted Purchase Price) and shall
be registered in 


 


26

















 


the names of the holders
of record of Rights Certificates on the record date specified in the public
announcement.


 


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


 


(k)  Before taking
any action that would cause an adjustment reducing the Purchase Price below the
then stated value, if any, of the number of shares of Common 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 fully paid and nonassessable such number of shares of
Common Stock at such adjusted Purchase Price.


 


(l)  In any case in
which this Section 11 shall require that an adjustment in the Purchase
Price be made effective as of a record date for a specified event, the Company
may elect to defer (and shall give prompt written notice of such election to
the Rights Agent) until the occurrence of such event the issuance to the holder
of any Right exercised after such record date the number of shares of Common Stock
and other capital stock or securities of the Company, if any, issuable upon
such exercise over and above the number of shares of Common Stock and other
capital stock or securities 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 (fractional or otherwise) or securities upon the occurrence
of the event requiring such adjustment.


 


(m)  Anything in
this Section 11 to the contrary notwithstanding, the Company shall be
entitled to make such reductions in the Purchase Price, in addition to those
adjustments expressly required by this Section 11, as and to the extent
that in their good faith judgment the Board of Directors of the Company shall
determine to be advisable in order that any (i) consolidation or
subdivision of the Common Stock, (ii) issuance wholly for cash of any
shares of Common Stock at less than the current market price, (iii) issuance
wholly for cash of shares of Common Stock or securities which by their


 


27

















 


terms are convertible
into or exchangeable for shares of Common Stock, (iv) stock dividends, or (v) issuance
of rights, options, or warrants referred to in this Section 11, hereafter
made by the Company to holders of its Common Stock shall not be taxable to such
stockholders.


 


(n)  The Company
covenants and agrees that it shall not, at any time after the Distribution
Date, (i) consolidate with any other Person (other than a Subsidiary of
the Company in a transaction which complies with Section 11(o) hereof),
(ii) merge with or into any other Person (other than a Subsidiary of the
Company in a transaction which complies with Section 11(o) hereof),
or (iii) sell or transfer (or permit any Subsidiary to sell or transfer),
in one transaction, or a series of related transactions, assets or earning
power aggregating more than 50% of the assets or earning power of the Company
and its Subsidiaries (taken as a whole) to any other Person or Persons (other
than the Company and/or any of its Subsidiaries in one or more transactions
each of which complies with Section 11(o) hereof), if (x) at the
time of or immediately after such consolidation, merger, or sale there are any
rights, warrants, or, other instruments or securities outstanding or agreements
in effect which would substantially diminish or otherwise eliminate the
benefits intended to be afforded by the Rights or (y) prior to,
simultaneously with, or immediately after such consolidation, merger, or sale,
the stockholders of the Person who constitutes, or would constitute, the “Principal
Party” for purposes of Section 13(a) hereof shall have received a
distribution of Rights previously owned by such Person or any of its Affiliates
and Associates.


 


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


 


(p)  Anything in
this Agreement to the contrary notwithstanding, in the event that the Company
shall at any time after the Rights Dividend Declaration Date and prior to the
Distribution Date (i) declare a dividend on the outstanding shares of
Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding shares of Common Stock, or (iii) combine the outstanding
shares of Common Stock into a smaller number of shares, the number of Rights
associated with each share of Common Stock then outstanding, or issued or 


 


28

















 


delivered thereafter but
prior to the Distribution Date, 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.


 


(q)  The
failure by the Board of Directors to declare a Person to be an Adverse Person
following such Person becoming the Beneficial Owner of Voting Securities
representing 4.9% or more of the Total Voting Power shall not imply that such
Person is not an Adverse Person or limit the Board of Directors’ right at any
time in the future to declare such Person to be an Adverse Person.


 


Section 12.  Certificate of Adjusted Purchase Price or
Number of Shares.  Whenever an
adjustment is made as provided in Section 11 and Section 13 hereof,
the Company shall (a) promptly prepare a certificate setting forth such
adjustment and a brief statement of the computations and facts accounting for
such adjustment, (b) promptly file with the Rights Agent, and with each
transfer agent for 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 representing shares of
Common Stock) in accordance with Section 26 hereof.  The Rights Agent shall be fully protected in
relying on any such certificate and on any adjustment therein contained and
shall have no duty with respect to, and shall not be deemed to have any
knowledge of, such adjustment unless and until it shall have received such
certificate.


 


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


 


(a)  In the event
that, following the Stock Acquisition Date, directly or indirectly, (x) the
Company shall consolidate with, or merge with and into, any other Person (other
than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof),
and the Company shall not be the continuing or surviving corporation of such
consolidation or merger, (y) any Person (other than a Subsidiary of the
Company in a transaction which complies with Section 11(o)


 


29

















 


hereof) shall consolidate
with, or merge with or into, the Company, and the Company shall be the
continuing or surviving corporation of such consolidation or merger and, in connection
with such consolidation or merger, all or part of the outstanding shares of
Voting Securities shall be changed into or exchanged for stock or other
securities of any other Person or cash or any other property, or (z) the
Company shall sell or otherwise transfer (or one or more of its Subsidiaries
shall sell or otherwise transfer), in one transaction or a series of related
transactions, assets or earning power aggregating more than 50% of the assets
or earning power of the Company and its Subsidiaries (taken as a whole) to any
Person or Persons (other than the Company or any Subsidiary of the Company in
one or more transactions each of which complies with Section 11(o) hereof);
then, and in each such case (except as may be contemplated by Section 13(d) hereof),
proper provision shall be made so that:  (i) each
holder of a Right, except as provided in Section 7(e) hereof, shall
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price in accordance with the terms of this Agreement, such
number of validly authorized and issued, fully paid, nonassessable, and freely
tradeable shares of Common Stock of the Principal Party (as such term is
hereinafter defined), not subject to any liens, encumbrances, rights of first
refusal, or other adverse claims, as shall be equal to the result obtained by (1) multiplying
the then current Purchase Price by the number of shares of Common Stock for
which a Right is exercisable immediately prior to the first occurrence of a Section 13
Event (or, if a Section 11(a)(ii) Event has occurred prior to the
first occurrence of a Section 13 Event, multiplying the number of such
shares for which a Right was exercisable immediately prior to the first
occurrence of a Section 11(a)(ii) Event by the Purchase Price in
effect immediately prior to such first occurrence), and dividing that product
(which, following the first occurrence of a Section 13 Event, shall be
referred to as the “Purchase Price” for each Right and for all purposes of this
Agreement) by (2) 50% of the current market price (determined pursuant to Section 11(d)(i) hereof)
per share of the Common Stock of such Principal Party on the date of
consummation of such Section 13 Event; (ii) such Principal Party
shall thereafter be liable for, and shall assume, by virtue of such Section 13
Event, all the obligations and duties of the Company pursuant to this
Agreement; (iii) the term “Company” shall thereafter be deemed to refer to
such Principal Party, it being specifically intended that the provisions of Section 11
hereof shall apply only to such Principal Party following the first occurrence
of a Section 13 Event; (iv) such Principal Party shall take such
steps (including, but not limited to, the


 


30

















 


reservation of a
sufficient number of shares of its Common Stock) 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 its shares of Common Stock thereafter deliverable upon the
exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof
shall be of no effect following the first occurrence of any Section 13
Event.


 


(b)  “Principal
Party” shall mean (i) in the case of any transaction described in
clause (x) or (y) of the first sentence of Section 13(a),
the Person that is the issuer of any securities into which shares of Common
Stock of the Company are converted in such merger or consolidation and if no
securities are so issued, the Person that is the other party to such merger or
consolidation and (ii) in the case of any transaction described in
clause (z) of the first sentence of Section 13(a), the Person
that is the party receiving the greatest portion of the assets or earning power
transferred pursuant to such transaction or transactions; provided,
however, that in any such case described in the foregoing clause (i) or
(ii) of this Section 13(b), (1) if the Common Stock of such
Person is not at such time and has not been continuously over the preceding
12 month period registered under Section 12 of the Exchange Act, and
such Person is a direct or indirect Subsidiary of another Person the Common
Stock of which is and has been so registered, “Principal Party” shall refer to
such other Person; and (2) 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, sale, or transfer unless
the Principal Party shall have a sufficient number of authorized shares of its
Common Stock which have not been issued or reserved for issuance to permit the
exercise in full of the Rights in accordance with this Section 13 and
unless prior thereto the Company and such Principal Party shall have executed
and delivered to the Rights Agent a supplemental agreement providing for the
terms set forth in paragraphs (a) and (b) of this Section 13
and further providing that, as soon as practicable after the date of any
consolidation, merger or sale of assets mentioned in paragraph (a) of
this Section 13, the Principal Party will


 


(i)  prepare and
file a registration statement under the Securities Act, with respect to the
Rights 


 


31
















 


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


 


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


 


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


 


(d)  Notwithstanding
anything in this Agreement to the contrary, Section 13 shall not be
applicable to a transaction described in subparagraphs (x) and (y) of
Section 13(a) if (i) such transaction is consummated with a
Person or Persons (or a wholly-owned subsidiary of any such Person or Persons)
who acquired shares of Common Stock pursuant to a tender offer or exchange
offer for all outstanding shares of Common Stock at a price and on terms
determined to be in accordance with Section 11(a)(ii)(A) hereof, (ii) the
price per share of Common Stock offered in such transaction is not less than
the price per share of Common Stock paid to all holders of shares of Common
Stock whose shares were purchased pursuant to such tender offer or exchange
offer, and (iii) the form of consideration being offered to the remaining
holders of shares of Common Stock pursuant to such transaction is the same as
the form of consideration paid pursuant to such tender offer or exchange
offer.  Upon consummation of any such
transaction contemplated by this Section 13(d), all Rights hereunder shall
expire.


 


Section 14.  Fractional Rights and Fractional Shares.


 


(a)  The Company
shall not be required to issue fractional Rights, except prior to the
Distribution Date as provided in Section 11(p) hereof, or to
distribute Rights Certificates that evidence fractional Rights.  In lieu of such fractional 


 


32

















 


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


 


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


 


(c)  The holder of a
Right by the acceptance of the Rights 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.


 


33

















 


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


 


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 the
Common Stock); and any registered holder of any Rights Certificate (or, prior
to the Distribution Date, of the 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 the 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 shall be entitled to specific performance of the
obligations hereunder and injunctive relief against actual or threatened
violations of the obligations hereunder of any Person subject to this Agreement.


 


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


 


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


 


34

















 


(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;


 


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


 


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


 


Section 17.  Rights Certificate Holder Not Deemed a
Stockholder.  No holder, as such, of
any Rights Certificate shall be entitled to vote, receive dividends, or be
deemed for any purpose the holder of shares of Common Stock or any other
securities of the Company which may at any time be issuable upon the exercise
of the Rights represented thereby, nor shall anything contained herein or in
any Rights Certificate be construed to confer upon the holder of any Rights
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders


 


35

















 


(except as provided in Section 25
hereof), 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 disbursements and other
disbursements incurred in the preparation, execution, delivery, amendment,
administration and execution of this Agreement and the exercise and performance
of its duties hereunder.  The Company
also agrees to indemnify the Rights Agent for, and to hold it harmless against,
any loss, liability, or expense, incurred without gross negligence, bad faith,
or willful misconduct on the part of the Rights Agent (each as determined by a
final, non-appealable order, judgment, decree or ruling of a court of competent
jurisdiction) for any action taken, suffered or omitted by the Rights Agent in
connection with the acceptance and administration of this Agreement, including,
without limitation, the costs and expenses of defending against any claim of liability
in the premises.  The costs and expenses
incurred in enforcing this right of indemnification shall be paid by the
Company.  The provisions of this Section 18
and Section 20 below shall survive the termination of this Agreement, the
exercise or expiration of the Rights and the resignation or removal of the
Rights Agent.


 


(b)  The Rights
Agent shall be protected and shall incur no liability for or in respect of any
action taken, suffered, or omitted by it in connection with its administration
of this Agreement in reliance upon any Rights Certificate or certificate for
Common Stock or for other securities of the Company, instrument of assignment
or transfer, power of attorney, endorsement, affidavit, letter, notice,
direction, consent, certificate, statement, or other paper or document believed
by it to be genuine and to be signed, executed and, where necessary, verified
or acknowledged, by the proper Person or Persons, or otherwise upon the advice
of counsel as set forth in Section 20. 
The Rights Agent shall not be deemed to have knowledge of any event of
which it was supposed to receive notice thereof hereunder, and the Rights Agent
shall be fully protected and shall incur no liability for failing to take any
action in connection therewith unless and until it has received such notice in
writing.


 


36

















 


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


 


(a)  Any Person into
which the Rights Agent or any successor Rights Agent may be merged or with
which it may be consolidated, or any Person resulting from any merger or
consolidation to which the Rights Agent or any successor Rights Agent shall be
a party, or any Person succeeding to the 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
Person would be eligible for appointment as a successor Rights Agent under the
provisions of Section 21 hereof.  In
case at the time such successor Rights Agent shall succeed to the agency
created by this Agreement, any of the Rights Certificates shall have been
countersigned but not delivered, any such successor Rights Agent may adopt the
countersignature of a predecessor Rights Agent and deliver such Rights
Certificates so countersigned; and in case at that time any of the Rights
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Rights Certificates either in the name of the predecessor or
in the name of the successor Rights Agent; and in all such cases such Rights
Certificates shall have the full force provided in the Rights Certificates and
in this Agreement.


 


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


 


Section 20.  Duties of Rights Agent.  The Rights Agent undertakes only the duties
and obligations imposed by this 


Agreement (and no implied
duties or obligations) 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
Company), and the


 


37

















 


advice or opinion of such
counsel shall be full and complete authorization and protection to the Rights
Agent, and the Rights Agent shall incur no liability for, or in respect of, any
action taken, suffered or omitted by it and in accordance with such advice or
opinion.


 


(b)  Whenever in the
performance of its duties under this Agreement the Rights Agent shall deem it
necessary or desirable that any fact or matter (including, without limitation,
the identity of any Acquiring Person or Adverse Person and the determination of
“current market price”) 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 be herein specifically prescribed)
may be deemed to be conclusively proved and established by a certificate signed
by the Chairman of the Board, the President, any Vice Chairman or Executive
Vice President, the Chief Financial Officer, or the Secretary of the Company
and delivered to the Rights Agent; and such certificate shall be full
authorization to the Rights Agent for any action taken, suffered or omitted to
be taken 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 (each as determined by a final, non-appealable order,
judgment, decree or ruling of a court of competent jurisdiction).  Anything to the contrary notwithstanding, in
no event shall the Rights Agent be liable for special, punitive, indirect,
consequential or incidental loss or damage of any kinds whatsoever (including
but not limited to lost profits), even if the Rights Agent has been advised of
the likelihood of such loss or damage. 
Any liability of the Rights Agent under this Rights Agreement will be
limited to the amount of fees paid by the Company to the Rights Agent.


 


(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 or
be required to verify the same (except as to its countersignature on such
Rights Certificates), 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 or have any liability in respect of
the validity of this Agreement or the execution and delivery hereof (except the
due execution and delivery hereof by the Rights Agent) or in respect of the
validity or execution of any Rights Certificate 


 


38

















 


(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 null and void
pursuant to Section 7(e)) or any adjustment required under the provisions
of Section 11 or Section 13 hereof or responsible for the manner,
method or amount of any such adjustment or the ascertaining of the existence of
facts that would require any such adjustment (except with respect to the
exercise of Rights evidenced by Rights Certificates after 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 to be issued pursuant to this Agreement or any Rights
Certificate or as to whether any shares of Common Stock will, when so issued,
be validly authorized and 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.


 


(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 Chairman or Executive Vice President, the Chief Financial
Officer, or the Secretary of the Company, and to apply to such officers for
advice or instructions in connection with its duties, and such instructions
shall be full authorization and protection to the Rights Agent and it shall not
be liable for any action taken, suffered or omitted to be taken by it in
accordance with instructions of any such officer or for any delay in acting
while waiting for such instructions.


 


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


 


39

















 


(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 resulting from any such act, default, neglect, or
misconduct absent gross negligence, bad faith or willful misconduct (each as
determined by a final, non-appealable order, judgment, or decree of a court of
competent jurisdiction) 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 and/or 2 thereof, the Rights
Agent shall not take any further action with respect to such requested exercise
or transfer without first consulting with the Company.


 


Section 21.  Change of Rights Agent.  The Rights Agent or any successor Rights
Agent may resign and be discharged from its duties under this Agreement upon 30
days’ notice in writing mailed to the Company, and to each transfer agent of
the Common Stock, by registered or certified mail, and to the holders, if any,
of the Rights Certificates by first-class mail. 
The Company may remove the Rights Agent or any successor Rights Agent
upon 10 days’ notice in writing, mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the Common Stock by
registered or certified 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 10 days after giving notice of such removal, or
within a period of 30 days 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), as the case


 


40

















 


may be, then any
registered holder of any Rights Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent.  Any successor Rights Agent, whether appointed
by the Company or by such a court, shall be a corporation or other entity
organized and doing business under the laws of the United States or of any
state of the United States so long as such corporation or entity is either (i) authorized
under such laws to exercise corporate trust or stock transfer 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 the performance of which is guaranteed by a
corporation with a combined capital and surplus of at least $50,000,000 or (ii) an
affiliate of such corporation or entity. 
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.  The Company shall also notify the registered
holders of the Rights Certificates of such appointment by any reasonable means,
including without limitation, by means of including information on such
appointment in a filing under the Exchange Act. 
Failure to give any notice provided for in this Section 21,
however, or any defect therein, shall not affect the legality or validity of
the resignation or removal of, the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.


 


Section 22.  Issuance of New Rights Certificates.  Notwithstanding any of the provisions of this
Agreement or of the Rights to the contrary, the Company may, at its option,
issue new Rights Certificates evidencing Rights in such form as may be approved
by its Board of Directors to reflect any adjustment or change in the Purchase
Price and the number, kind, or class of shares or other securities or property
purchasable under the Rights Certificates made in accordance with the
provisions of this Agreement.  In
addition, in connection with the issuance or sale of shares of Common Stock
following the Distribution Date and prior to the redemption or expiration of the
Rights, the Company (a) shall, with respect to shares of Common Stock so
issued or sold pursuant to the exercise of stock options or under any employee
plan or arrangement, granted or


 


41

















 


awarded on or prior to
the Distribution Date, or upon the exercise, conversion, or exchange of
securities hereinafter issued by the Company, and (b) may, in any other
case, if deemed necessary or appropriate by the Board of Directors of the
Company, issue Rights Certificates representing the appropriate number of
Rights in connection with such issuance or sale; provided, however, that (i) no
such Rights Certificate shall be issued if, and to the extent that, the Company
shall be advised by counsel that such issuance would create a significant risk
of material adverse tax consequences to the Company or the Person to whom such
Rights Certificate would be issued, and (ii) no such Rights Certificate
shall be issued if, and to the extent that, appropriate adjustment shall otherwise
have been made in lieu of the issuance thereof.


 


Section 23.  Redemption and Termination.


 


(a)  The Board of
Directors of the Company, by the affirmative vote of at least a majority of the
members of the Board of Directors, in addition to any other vote required by
law or by the articles of incorporation or bylaws of the Company, may, at its
option, at any time prior to the earlier of (i) the close of business on
the tenth Business Day following notice to the Board of Directors of the
occurrence of the Stock Acquisition Date (or such later date as may be
determined by a majority of the members of the Board of Directors; provided,
however, that such date shall not be extended at such time as the Rights are
not then redeemable), or (ii) the Final Expiration Date, redeem all but
not less than all the then outstanding Rights at a redemption price of $.001
per Right, as such amount may be appropriately adjusted to reflect any stock
split, stock dividend, or similar transaction occurring after the date hereof (such
redemption price being hereinafter referred to as the “Redemption Price”);
provided, however, that if, following the occurrence of the Stock Acquisition
Date and following the expiration of the right of redemption hereunder but
prior to any Triggering Event, (i) a Person who is an Acquiring Person
shall have transferred or otherwise disposed of a number of shares of Common
Stock in one transaction or series of transactions, not directly or indirectly
involving the Company or any of its Subsidiaries, such that such Person is
thereafter a Beneficial Owner of 10% or less of the outstanding shares of
Common Stock or Voting Securities representing 10% or less of Total Voting
Power, and (ii) there are not other Persons, immediately following the
occurrence of the event described in clause (i), who are Acquiring Persons,
then the right of redemption shall be reinstated and thereafter be subject to
the provisions of this Section 23. 
Notwithstanding


 


42

















 


the foregoing, the Board
of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) that
any Person is an Adverse Person. 
Notwithstanding anything contained in this Agreement to the contrary,
the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event
until such time as the Company’s right of redemption hereunder has
expired.  The Company may, at its option,
pay the Redemption Price in cash, shares of Common Stock (based on the “current
market price”, as defined in Section 11(d)(i) hereof, of the Common
Stock at the time of redemption), or any other form of consideration deemed
appropriate by the Board of Directors.


 


(b)  Immediately
upon the action of the Board of Directors of the Company ordering the
redemption of the Rights (by the affirmative vote of at least a majority of the
members of the Board of Directors), and without any further action and without
any notice, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the Redemption Price
for each Right so held.  The Company
shall promptly give public notice of such redemption and prompt written notice
to the Rights Agent; provided, however, the failure to give, or any defect in,
any such notice shall not affect the validity of such redemption.  Within 10 days after such action of the
Board of Directors ordering the redemption of the Rights, the Company shall
mail a notice to all holders of the then outstanding Rights at each holder’s
last address as it appears upon the registry books of the Rights Agent or,
prior to the Distribution Date, on the registry books of the transfer agent for
the Common Stock.  Any notice which is
mailed in the manner herein provided shall be deemed given, whether or not the
holder receives the notice.  Each such
notice of redemption will state the method by which the payment of the
Redemption Price will be made.


 


Section 24.  Exchange.


 


(a)  The Board of
Directors of the Company may, at its option, at any time and from time to time
after the first occurrence of a Section 11(a)(ii) Event, exchange all
or part of the then outstanding and exercisable Rights (which shall not include
Rights that have become void pursuant to the provisions of Section 7(e) hereof)
for shares of Common Stock or Common Stock Equivalents, or any combination
thereof, at an exchange ratio of one share of Common Stock, or such number of
Common Stock Equivalents or units representing fractions thereof as would be
deemed to have the same value as one share of Common Stock, per Right,
appropriately adjusted to reflect any stock


 


43
















 


split, stock dividend, or
similar transaction occurring after the date hereof (such exchange ratio being
hereinafter referred to as the “Exchange Ratio”).


 


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


 


(c)  In the event
that the number of shares of Common Stock which are authorized by the Company’s
Articles of Incorporation but not outstanding or reserved for issuance for purposes
other than upon exercise of the Rights are not sufficient to permit an exchange
of Rights as contemplated in accordance with this Section 24, the Company
may, at its option, take all such action as may be necessary to authorize
additional shares of Common Stock for issuance upon exchange of the Rights.


 


(d)  The Company
shall not be required to issue fractional shares of Common Stock or to
distribute certificates which evidence fractional shares of Common Stock.  In lieu of such fractional shares of Common
Stock, the Company shall pay to the registered holders of Rights with regard to
which such fractional shares of Common Stock would otherwise be issuable an
amount in cash equal to the same fraction of the value of a whole share of
Common Stock.  For purposes of this Section 24,
the value of a whole share of Common Stock shall be the closing price (as
determined pursuant to the second sentence of Section 


44

















 


11(d)(i) hereof) for
the Trading Day immediately prior to the date of exchange pursuant to this Section 24,
and the value of any common stock equivalent shall be deemed to have the same
value as the Common Stock on such date.


 


Section 25.  Notice of Certain Events.


 


(a) 
In case 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), or (ii) to offer to the holders of 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, or (iii) to
effect any reclassification of its Common Stock (other than a reclassification
involving only the subdivision of outstanding shares of Common Stock), or (iv) to
effect any consolidation or merger into or with any other Person (other than a
Subsidiary of the Company in a transaction which complies with Section 11(o) hereof),
or to effect any sale or other transfer (or to permit one or more of its
Subsidiaries to effect any sale or other transfer), in one transaction or a
series of related transactions of more than 50% of the assets or earning power
of the Company and its Subsidiaries (taken as a whole) to any other Person or
Persons (other than the Company and/or any of its Subsidiaries in one or more
transactions each of which complies with Section 11(o) hereof), or (v) to
effect the liquidation, dissolution, or winding up of the Company, then, in
each such case, the Company shall give to each holder of a Rights Certificate
in accordance with Section 26 hereof, a notice of such proposed action, which
shall specify the record date for the purposes of such stock dividend,
distribution of rights or warrants, or the date on which such reclassification,
consolidation, merger, sale, transfer, liquidation, dissolution, or winding up
is to take place and the date of participation therein by the holders of the
shares of Common 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 shares
of Common Stock for purposes of such action, and in the case of any such other
action, at least 20 days prior to the date of the taking of such proposed
action or the date of participation therein by the holders of the shares of
Common Stock whichever shall be the earlier.


 


45

















 


(b) 
In case any Section 11(a)(ii) Event shall occur, then, (i) the
Company shall as soon as practicable thereafter give to each holder of a Rights
Certificate, to the extent feasible and in accordance with Section 26
hereof, 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) hereof,
and (ii) all references in the preceding paragraph to Common Stock shall
be deemed thereafter to refer to, if appropriate, Common Stock Equivalents.


 


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


 


	
   

  	
   

  	
  VIST Financial Corp.

  
	
   

  	
   

  	
  1240 Broadcasting Road

  
	
   

  	
   

  	
  Wyomissing,
  Pennsylvania 19610

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  Jenette L. Eck

  
	
   

  	
   

  	
   

  	
  Corporate
  Secretary

  
	
   

  	
   

  	
  Facsimile No.:

  	
  (610) 603-2050

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  	
   

  	
  Stevens & Lee,
  P.C.

  
	
   

  	
   

  	
  111 North Sixth Street

  
	
   

  	
   

  	
  P.O. Box 679

  
	
   

  	
   

  	
  Reading, Pennsylvania
  19603-0679

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  David W. Swartz

  
	
   

  	
   

  	
  Facsimile No.: (610)
  988-0815

  
						



 


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


 


	
   

  	
   

  	
  American Stock Transfer &
  Trust Company

  
	
   

  	
   

  	
  59 Maiden Lane

  
	
   

  	
   

  	
  Plaza Level

  
	
   

  	
   

  	
  New York, New York

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:  Herbert Lemmer

  



 


46

















 


	
   

  	
   

  	
  Facsimile No.:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  American Stock Transfer &
  Trust Company

  
	
   

  	
   

  	
  59 Maiden Lane

  
	
   

  	
   

  	
  Plaza Level

  
	
   

  	
   

  	
  New York, New York

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:  Wilbert Myles

  
	
   

  	
   

  	
  Facsimile No.:  (718) 921-8247

  



 


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


 


Section 27.  Supplements and Amendments.  Prior to the Distribution Date and subject to
the last sentence of this Section 27, the Company, by the affirmative vote
of at least a majority of the members of the Board of Directors, in addition to
any other vote required by law or by the articles of incorporation or bylaws of
the Company, may, and the Rights Agent shall, if the Company so directs but
subject to the other provisions of this Section, supplement or amend any provision
of this Agreement without the approval of any holders of certificates
representing shares of Common Stock. 
From and after the Distribution Date and subject to the last sentence of
this Section 27, the Company, by the affirmative vote of at least a majority
of the members of the Board of Directors in addition to any other vote required
by law or by the articles of incorporation or bylaws of the Company, and, the
Rights Agent shall, if the Company so directs but subject to the other
provisions of this Section, supplement or amend this Agreement without the
approval of any holders of Rights Certificates in order (i) to cure any
ambiguity, (ii) to correct or supplement any provision contained herein
which may be defective or inconsistent with any other provisions herein, or (iii) to
change or supplement the provisions hereunder in any manner which the Company
may deem necessary or desirable and which shall not adversely affect the
interests of the holders of Rights Certificates.  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, and provided
such supplement or amendment


 


47

















 


does not change or
increase the Rights Agent’s rights, duties, liabilities or obligations, the
Rights Agent shall execute such supplement or amendment.


 


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.


 


Section 29.  Determinations and Actions by the Board of
Directors; No Waiver.  For all
purposes of this Agreement, any calculation of the number of shares of Voting
Securities outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding shares of Voting
Securities of which any Person is the Beneficial Owner, shall be made in accordance
with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and
Regulations under the Exchange Act as in effect on the date hereof.  The Board of Directors of the Company shall
have the exclusive power and authority to administer this Agreement and to
exercise all rights and powers specifically granted to the Board of Directors
or to the Company, or as may be necessary or advisable in the administration of
this Agreement, including, without limitation, the right and power to (i) interpret
the provisions of this Agreement, and (ii) make all determinations deemed
necessary or advisable for the administration of this Agreement (including (i) a
determination as to the identity of the Affiliates and Associates of any
person, (ii) a determination as to the extent of the Beneficial Ownership
of any Person, and (iii) a determination to redeem or not redeem the
Rights or to amend the Agreement).  All
such actions, calculations, interpretations, and determinations (including, for
purposes of clause (y) below, all omissions with respect to the foregoing)
which are done or made by the Board of Directors in good faith, shall (x) be
final, conclusive and binding on the Company, the Rights Agent, the holders of
the Rights and all other parties, and (y) not subject the Board of
Directors of the Company to any liability to the holders of the Rights.  Nothing contained herein shall be deemed to
waive or abrogate the provisions of any statute, regulation or other provision
of law applicable to the Company.  The
Rights Agent shall always be entitled to assume that the Company’s Board of
Directors acted in good faith and shall be fully protected and incur no
liability in reliance thereon.


 


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, 


 


48

















 


registered holders
of the 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, registered holders of the
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 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.  Without limiting the
foregoing, if any provision requiring that a determination be made by less than
the entire Board is held by a court of competent jurisdiction or other
authority to be invalid, void, or unenforceable, such determination shall then
be made by the entire Board.


 


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 Commonwealth of Pennsylvania and for all purposes shall be governed
by and construed in accordance with the laws of the Commonwealth applicable to
contracts made and to be performed entirely within the Commonwealth; provided,
however, that all provisions regarding the rights, duties and obligations of the
Rights Agent shall be governed by and construed in accordance with the laws of
the State of New York applicable to contracts made and to be performed entirely
within such State.


 


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


 


49

















 


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


 


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


 


	
   

  	
  VIST FINANCIAL
  CORP.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Robert D.
  Davis

  	
   

  
	
   

  	
   

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
  /s/ Jenette L.
  Eck

  	
   

  
	
   

  	
   

  	
  Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
  AMERICAN STOCK
  TRANSFER & TRUST

  COMPANY

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Herbert Lemmer

  	
   

  
	
   

  	
   

  	
  Authorized
  Representative

  	
   

  
	
   

  	
   

  
						



 


50
















 


Exhibit A


 


[Form of
Rights Certificate)


 


	
  Certificate No. R-

  	
                        Rights

  



 


NOT EXERCISABLE AFTER
SEPTEMBER 19, 2011, OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE
OPTION OF THE COMPANY, AT $.       PER RIGHT ON
THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. 
UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING
PERSON OR ADVERSE PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT)
AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE
RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY
A PERSON WHO WAS OR BECAME AN (ACQUIRING) (ADVERSE) PERSON OR AN AFFILIATE OR
ASSOCIATE OF AN (ACQUIRING) (ADVERSE) PERSON (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT).  ACCORDINGLY, THIS
RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND
VOID UNDER THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH
AGREEMENT.](1)


 


Rights Certificate


 


VIST FINANCIAL
CORP.


 


This certifies that
                                        ,
or registered assigns, is the registered owner of the number of Rights set
forth above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Amended and Restated Rights Agreement, Rights
Agreement, dated as of March 3, 2008 (the “Rights Agreement”), between
VIST Financial Corp., a Pennsylvania business corporation (the “Company”), and
American Stock Transfer & Trust Company, a New York corporation (the “Rights
Agent), to purchase from the Company at any time prior to 5:00 P.M. (New
York City time) on September 19, 2011, at the office or offices of the
Rights Agent designated for such purpose, or its successors as Rights Agent,
one share of Common Stock (the “Common Stock”) of the Company, at a purchase
price of $         per share (the “Purchase
Price”), upon presentation and


 


 


A-1

















 






(1)  The portion of
the legend in brackets shall be inserted only if applicable and shall replace
the preceding sentence.


 


A-2

















 


surrender of this Rights
Certificate with the Form of Election to Purchase and related Certificate
duly executed.  The number of Rights
evidenced by this Rights Certificate (and the number of shares which may be
purchased upon exercise thereof) set forth above, and the Purchase Price per
share set forth above, are the number and Purchase Price as of
                  ,
based on the Common Stock as constituted at such date.  The Company reserves the right to require
prior to the occurrence of a Triggering Event (as defined in the Rights
Agreement) that a number of Rights be exercised so that only whole shares of
Common Stock will be issued.


 


Upon the occurrence of a Section 11(a)(ii) Event
(as defined in the Rights Agreement), if the Rights evidenced by this Rights
Certificate are beneficially owned by (i) an Acquiring Person, an Adverse
Person, or an Affiliate or Associate of any such Person (as such terms are defined
in the Rights Agreement), (ii) a transferee of any such Acquiring Person,
Adverse Person, Associate, or Affiliate, or (iii) under certain
circumstances specified in the Rights Agreement, a transferee of a person who,
after such transfer, became an Acquiring Person, an Adverse Person, or an
Affiliate or Associate of any such Person, such Rights shall become null and
void and no holder hereof shall have any right with respect to such Rights from
and after the occurrence of such Section 11(a)(ii) Event.


 


As provided in the Rights
Agreement, the Purchase Price and the number and kind of shares of Common Stock
or other securities which may be purchased upon the exercise of the Rights
evidenced by this Rights Certificate are subject to modification and adjustment
upon the happening of certain events, including a Triggering 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 above-mentioned office of the Rights Agent and are also available upon
written request to the Rights Agent.


 


A-3

















 


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


 


Subject to the provisions
of the Rights Agreement, the Rights evidenced by this Certificate (i) may
(unless the Board of Directors shall have made a determination pursuant to Section 11(a)(ii)(B) of
the Rights Agreement that a Person is an Adverse Person) be redeemed by the
Company at its option at a redemption price of $.001 per Right at any time
prior to the earlier of the close of business on (a) the tenth business
day following notice to the Board of Directors of the occurrence of the Stock
Acquisition Date (as such time period may be extended pursuant to the Rights
Agreement), and (b) the Final Expiration Date.


 


No fractional shares of
Common Stock will be issued upon the exercise of any Right or Rights evidenced
hereby (other than fractions which are integral multiples of shares of Common
Stock, which may, at the election of the Company, be evidenced by depositary
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 or receive dividends or be deemed for any
purpose the holder of shares of Common Stock or of any other securities of the
Company 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 or
Rights evidenced by this Rights Certificate shall have been exercised as
provided in the Rights Agreement.


 


A-4

















 


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


 


WITNESS the facsimile
signature of the proper officers of the Company and its corporate seal.


Dated as of
                        ,
20    


 


	
   

  	
  VIST FINANCIAL CORP.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  
	
  Countersigned:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
  Authorized
  Signature

  	
   

  
					



 


A-5

















 


[Form of
Reverse Side of Rights Certificate]


 


FORM OF
ASSIGNMENT


 


(To be executed by
the registered holder if such


holder desires to
transfer the Rights Certificate.)


 


FOR VALUE RECEIVED
                                                                            
hereby sells, assigns and transfers unto                                


 


(Please print name and
address of transferee)


 


this Rights Certificate,
together with all right, title and interest therein, and does hereby
irrevocably constitute and


appoint
                                        
Attorney, to transfer the within Rights Certificate on the books of the
within-named Company, with full power of substitution.


 


Dated:                                      ,
20    


 


	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  
	
  Signature Guaranteed:

  	
   

  	
   

  
				



 


Signatures must be
guaranteed by a participant in a Securities Transfer Association, Inc.
recognized Signature Guarantee Medallion Program.


 


A-6

















 


Certificate


 


The undersigned hereby
certifies by checking the appropriate boxes that:


 


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


 


(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 subsequently became an Acquiring Person, an Adverse Person, or an
Affiliate or Associate of any such Person.


	
   

  	
   

  
	
  Dated:
                          ,
  20     

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
  Signature Guaranteed:

  	
   

  



 


NOTICE


 


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


 


A-7

















 


FORM OF
ELECTION TO PURCHASE


 


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


 


To:  VIST FINANCIAL CORP.:


 


The undersigned hereby
irrevocably elects to exercise
                            
Rights represented by this Rights Certificate to purchase the shares of Common
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 for such shares 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:
                                ,
20   


 


 


	
   

  	
  Signature

  
	
   

  
	
  Signature Guaranteed:

  	
   

  	
   

  
				



 


Signatures must be
guaranteed by a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc., or a 


 


A-8

















 


commercial bank or trust
company having an office or correspondent in the United States.


 


A-9

















 


Certificate


 


The undersigned hereby
certifies by checking the appropriate boxes that:


 


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


 


(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, an Adverse Person or an Affiliate or
Associate of any such Person.


 


	
  Dated:
                            ,
  20

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
  Signature Guaranteed:

  	
   

  



 


NOTICE


 


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


 


A-10

















 


Exhibit B


 


SUMMARY OF RIGHTS
TO PURCHASE


COMMON STOCK


 


On September 19,
2001, the Board of Directors of VIST Financial Corp. (formerly known as
Leesport Financial Corp. and First Leesport Bancorp, Inc.) (the “Company”)
declared a dividend distribution of one right (a “Right”) for each outstanding
share of the Company’s common stock, par value $5.00 per share (the “Common
Stock”), to shareholders of record at the close of business on October 10,
2001.  The Board of Directors amended and
restated the terms and conditions of the Rights as of March 3, 2008.  Each Right entitles the registered holder to
purchase from the Company one share of Common Stock, at a purchase price of
$70.00, subject to adjustment.  The
description and terms of the Rights are set forth in the Amended and Restated
Rights Agreement, dated as of March 3, 2008, (the “Rights Agreement”)
between the Company and American Stock Transfer & Trust Company, as
Rights Agent.


 


Initially, the Rights
will be evidenced by Common Stock certificates representing shares then
outstanding, and no separate Rights certificates will be distributed.  The Rights will separate from the Common
Stock and be distributed (the “Distribution Date”) upon the earlier of (i) 10
business days following a public announcement that a person or group of affiliated
or associated persons (an “Acquiring Person”) has acquired 15% or more of the
outstanding shares of Common Stock or voting securities representing 15% or
more of the total voting power of the Company; (ii) 10 business days (or
such later date as the Board of Directors shall determine) following the
commencement of a tender offer or exchange offer that would result in a person
or group acquiring 15% or more of such outstanding shares of Common Stock or
total voting power; or (iii) 10 business days following the determination
by the Board of Directors that, with respect to any person who, alone or
together with his affiliates or associates, has acquired 4.9% or more of such
outstanding shares of Common Stock or total voting power of the Company, such
beneficial ownership by such person is intended in the view of the Board of
Directors to cause the Company to take actions to provide short-term financial
gain to such person under circumstances not in the best long-term interests of
the Company and its other shareholders (any such person referred to as an “Adverse
Person”).


 


B-1

















 


Until the Distribution
Date, the Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, and the
surrender for transfer of any certificate for Common Stock outstanding will
also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.  The
Rights are not exercisable until the Distribution Date and will expire at the
close of business on September 19, 2011, unless earlier redeemed as
described below.


 


After the Rights become
exercisable, upon the occurrence of certain events specified in the Rights
Agreement, including the acquisition of the Company in a merger transaction or
a sale of 50% or more of the Company’s assets or earning power, each holder of
a Right will thereafter have the right to receive upon exercise of the Right,
Common Stock (or common stock of the acquiring company depending on the type of
transaction) having a market value equal to twice the exercise price of the
Right.  If the Rights become exercisable,
all Rights beneficially owned by an Acquiring Person or an Adverse Person will
be null and void.  Rights are not
exercisable under any circumstances until such time as the Rights are no longer
redeemable as described below.


 


For example, at an
exercise price of $70 per Right, each Right not owned by an Acquiring Person or
an Adverse Person following an acquisition of the Company in a merger
transaction in which the Company is the legally surviving entity would entitle
its holder to purchase $140 worth of Common Stock (based on the lowest closing
price over the prior twelve months) for $70. 
Assuming that the lowest closing price of the Common Stock during the
prior twelve months was $17.50, the holder of each valid Right would be
entitled to purchase eight shares of Common Stock for $70.


 


At any time until ten
business days following the Stock Acquisition Date, the Company may, by action
of a majority of the Board of Directors, redeem the Rights at a price of $.001
per Right.  At any time prior to the date
the Rights would otherwise become nonredeemable, a majority of the Board of
Directors may extend the period for redemption.


 


Immediately upon the
action of the Board of Directors ordering redemption of the Rights, the Rights
will terminate and the only right of the holders of Rights will be to receive
the $.001 redemption price.  The Board of
Directors may not redeem the Rights following a determination that any person
is an Adverse Person.


 


B-2

















 


Until exercised, a Right
will not entitle the holder to any voting or dividend rights.  While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above, or are exchanged as
provided in the preceding paragraph.


 


Other than those
provisions relating to the principal economic terms of the Rights, any of the
provisions of the Rights Agreement may be amended prior to the Distribution
Date.  After the Distribution Date, the
provisions of the Rights Agreement may be amended by the board in order to cure
any ambiguity, to make changes which do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring Person or Adverse
Person or an affiliate or associate of any such person), or to shorten or
lengthen any time period under the Rights Agreement; however, no amendment to
adjust the time period governing redemption can be made at such time as the
Rights are not redeemable.


 


A copy of the Rights
Agreement will be filed with the Securities and Exchange Commission as an Exhibit to
Company’s Current Report on Form 8-K dated March 3, 2008.  A copy of the Rights Agreement is available
free of charge from the Company.  This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.


 


B-3