SUREWEST
      COMMUNICATIONS

    


    and

    


    AMERICAN
      STOCK TRANSFER & TRUST COMPANY

    


    Rights
      Agent

    


     

    


    


    AMENDED
      AND RESTATED RIGHTS AGREEMENT

    


    Dated
      as
      of March 10, 2008

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      TABLE
        OF CONTENTS

      


      Page


    

    
      
        	
                1.

              	
                Certain
                  Definitions

              	
                1

              
	
                2.

              	
                Appointment
                  of Rights Agent

              	
                6

              
	
                3.

              	
                Issuance
                  of Right Certificates

              	
                6

              
	
                4.

              	
                Form
                  of Right Certificates

              	
                8

              
	
                5.

              	
                Countersignature
                  and Registration

              	
                9

              
	
                6.

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

              	
                9

              
	
                7.

              	
                Exercise
                  of Rights; Purchase Price; Expiration Date of Rights

              	
                10

              
	
                8.

              	
                Cancellation
                  and Destruction of Right Certificates

              	
                11

              
	
                9.

              	
                Reservation
                  and Availability of Shares of Common Stock

              	
                11

              
	
                10.

              	
                Common
                  Stock Record Date

              	
                13

              
	
                11.

              	
                Adjustments
                  to Number and Kind of Shares, Number of Rights or Purchase
                  Price

              	
                13

              
	
                12.

              	
                Certification
                  of Adjustments

              	
                21

              
	
                13.

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

              	
                21

              
	
                14.

              	
                Fractional
                  Rights and Fractional Shares

              	
                24

              
	
                15.

              	
                Rights
                  of Action

              	
                25

              
	
                16.

              	
                Agreement
                  of Right Holders

              	
                25

              
	
                17.

              	
                Right
                  Certificate Holder Not Deemed a Shareholder

              	
                26

              
	
                18.

              	
                Concerning
                  the Rights Agent

              	
                26

              
	
                19.

              	
                Merger
                  or Consolidation or Change of Name of Rights Agent

              	
                27

              
	
                20.

              	
                Duties
                  of Rights Agent

              	
                27

              
	
                21.

              	
                Change
                  of Rights Agent

              	
                30

              
	
                22.

              	
                Issuance
                  of New Right Certificates

              	
                30

              
	
                23.

              	
                Redemption

              	
                31

              
	
                24.

              	
                Exchange
                  of Rights for Common Stock

              	
                32

              
	
                25.

              	
                Determinations
                  and Actions by the Board of Directors

              	
                33

              
	
                26.

              	
                Three
                  Year Independent Director Evaluation

              	
                33

              
	
                27.

              	
                Notice
                  of Proposed Actions

              	
                33

              
	
                28.

              	
                Notices

              	
                34

              
	
                29.

              	
                Supplements
                  and Amendments

              	
                35

              
	
                30.

              	
                Successors

              	
                35

              
	
                31.

              	
                Benefits
                  of this Rights Agreement

              	
                35

              
	
                32.

              	
                California
                  Contract

              	
                36

              
	
                33.

              	
                Counterparts

              	
                36

              
	
                34.

              	
                Descriptive
                  Headings

              	
                36

              
	
                35.

              	
                Severabi1ity

              	
                36

              


      

    

     

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED RIGHTS AGREEMENT

     

    This
      Amended and Restated Rights Agreement, originally dated as of March 12,
      1998, as amended and restated as of March 10, 2008 (as amended and restated,
      this “Rights Agreement”), between SUREWEST COMMUNICATIONS, a California
      corporation formerly known as Roseville Communications Company (the “Company”),
      and AMERICAN STOCK TRANSFER & TRUST COMPANY (the “Rights
      Agent”).

     

    WITNESSETH:

     

    WHEREAS,
      the Board of Directors of the Company on March 12, 1998 (i) announced
      that it authorized the issuance and declared a dividend of one right (a “Right”)
      for each share of the common stock of the Company (“Common Stock”) outstanding
      as of the Close of Business on March 13, 1998, each Right representing the
      right to purchase one share of Common Stock of the Company upon the terms and
      subject to the conditions of the Rights Agreement, dated as of March 12 1998,
      between the Company and ChaseMellon Shareholder Services, L.L.C., a New Jersey
      limited liability company (the “Prior Agreement”), and (ii) further
      authorized the issuance of one Right with respect to each share of Common Stock
      of the Company that shall become outstanding between March 13, 1998, and
      the Distribution Date.

     

    WHEREAS,
      the Rights Agent replaced ChaseMellon Shareholder Services, L.L.C. as the rights
      agent under the Prior Agreement.

     

    WHEREAS,
      Section 27 of the Prior Agreement provides that, among other things, prior
      to
      the Distribution Date, the Company, and the Rights Agent shall, if the Company
      so directs, supplement or amend any provision of the Prior Agreement without
      the
      approval of any holders of certificates representing Common Shares, with the
      understanding that the Rights Agent need not agree to any amendment or
      supplement that modifies or otherwise affects its duties or obligations
      thereunder, and in the event of such amendment, upon the delivery of a
      certificate from an officer of the Company which states that the proposed
      supplement or amendment is in compliance with Section 27 of the Prior Agreement,
      and if requested, an opinion of counsel, the Rights Agent shall execute such
      supplement or amendment unless the Rights Agent shall have determined in good
      faith that such supplement or amendment would adversely affect its interests
      under the Prior Agreement.

     

    WHEREAS,
      the Board of Directors of the Company has determined that it is desirable and
      in
      the best interests of the Company and its shareholders for the Company to amend
      and restate the Prior Agreement in order to, among other things, extend the
      Final Expiration Date and amend certain other terms of the Prior Agreement
      as
      further set forth herein.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements herein
      set
      forth, the Prior Agreement is hereby amended and restated as set forth below,
      and the
      parties hereto further agree as follows:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    1. Certain
      Definitions.

     

    For
      purposes of this Rights Agreement, the following terms shall have the meanings
      indicated:

     

    (a) “Acquiring
      Person” shall mean any Person, other than an Exempt Person, who or which,
      together with all Affiliates and Associates of such Person, without the prior
      approval of the Board of Directors, shall be the Beneficial Owner of 20% or
      more
      of the outstanding Common Stock; provided, however, that in no event shall
      a
      Person who or which, together with all Affiliates and Associates of such Person,
      is the Beneficial Owner of less than 20% of the Company’s outstanding shares of
      Common Stock, become an Acquiring Person solely as a result of a reduction
      of
      the number of shares of outstanding Common Stock, including repurchases of
      outstanding shares of Common Stock by the Company, which reduction increases
      the
      percentage of outstanding shares of Common Stock Beneficially Owned by such
      Person, provided, further, that if a Person shall become the Beneficial Owner
      of
      20% or more of the Company’s outstanding Common Stock then outstanding solely by
      reason of a reduction of the number of shares of outstanding Common Stock,
      and
      shall thereafter become the Beneficial Owner of any additional shares of Common
      Stock of the Company, then such Person shall be deemed to be an Acquiring Person
      unless upon the consummation of the acquisition of such additional shares of
      Common Stock such person does not own 20% or more of the shares of Common Stock
      then outstanding. Notwithstanding the foregoing, if (i) either (X) the Board
      of
      Directors determines in good faith that a Person who would otherwise be an
      Acquiring Person, as defined pursuant to the foregoing provisions of this
      paragraph (a), has become such inadvertently (including, without limitation,
      because (A) such Person was unaware that it Beneficially Owned a percentage
      of
      Common Stock that would otherwise cause such Person to be an Acquiring Person
      or
      (B) such Person was aware of the extent of its Beneficial Ownership but had
      no
      actual knowledge of the consequences of such Beneficial Ownership under this
      Rights Agreement) and without any intention of changing or influencing control
      of the Company, or (Y) within two Business Days of being requested by the
      Company to advise the Company regarding same, such Person certifies in writing
      that such Person acquired Beneficial Ownership of 20% or more of the Company’s
      outstanding Common Stock inadvertently or without knowledge of the terms of
      the
      Rights, and (ii) such Person divests as promptly as practicable a sufficient
      number of shares of Common Stock so that such Person would no longer be an
      “Acquiring Person,” as defined pursuant to the foregoing provisions of this
      paragraph (a), then such Person shall not be deemed to be or to have become
      an
“Acquiring Person” for any purposes of this Rights Agreement. 

     

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

     

    (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 Rights Agreement.

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

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

     

    (ii) which
      such Person or any of such Person’s Affiliates or Associates, directly or
      indirectly, has (A) the right to acquire (whether such right is exercisable
      immediately or only after the passage of time) pursuant to any agreement,
      arrangement or understanding (other than customary agreements with and between
      underwriters and selling group members with respect to a bona fide public
      offering of securities), or upon the exercise of conversion rights, exchange
      rights, rights (other than the Rights), warrants or options, or otherwise;
      provided, however, that a Person shall not be deemed the “Beneficial Owner” of,
      to “Beneficially Own” or to have “Beneficial Ownership” of, securities tendered
      pursuant to a tender 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) the right to vote 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, or any comparable or
      successor rule), including pursuant to any agreement, arrangement or
      understanding (whether or not in writing); provided, however, that a Person
      shall not be deemed the “Beneficial Owner” of, to “Beneficially Own” or to have
“Beneficial Ownership” of, any securities if the agreement, arrangement or
      understanding to vote such security (1) arises solely from a revocable proxy
      or
      consent given in response to a public proxy or consent solicitation made
      pursuant to, and in accordance with, the applicable rules and regulations of
      the
      Exchange Act and (2) is not also then reportable by such Person on Schedule
      13D
      under the Exchange Act (or any comparable or successor report); or

     

    (iii) which
      are
      beneficially owned, directly or indirectly, by any other Person 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 as described in the proviso to clause (B)
      of subparagraph (ii) of this Section 1(d) or disposing of any
      securities of the Company; provided, however, that no Person who is an officer,
      director or employee of an Exempt Person shall be deemed, solely by reason
      of
      such Person’s status or authority as such, to be the Beneficial Owner of, to
      have Beneficial Ownership of or to Beneficially Own any securities that are
      Beneficially Owned (as defined in this Section 1(d)), including, without
      limitation, in a fiduciary capacity, by an Exempt Person or by any other such
      officer, director or employee of an Exempt Person.

     

    For
      all
      purposes of this Rights Agreement, any calculation of the number of shares
      of
      Common Stock outstanding at any particular time, including any calculation
      for
      purposes of determining the particular percentage of such outstanding shares
      of
      Common Stock of which any Person is the Beneficial Owner, shall be made in
      accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General
      Rules and Regulations under the Exchange Act as in effect on the date
      hereof.

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

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

     

    (g) “Common
      Stock” when used with reference to the Company shall mean the common stock of
      the Company. “Common Stock” when used with reference to any Person other than
      the Company which shall be organized in corporate form shall mean the capital
      stock or other equity security with the greatest per share voting power of
      such
      Person or, if such Person is a Subsidiary of or is controlled by another Person,
      the Person which ultimately controls such first-mentioned Person. “Common Stock”
when used with reference to any Person other than the Company which shall not
      be
      organized in corporate form shall mean units of beneficial interest which shall
      represent the right to participate in profits, losses, deductions and credits
      of
      such Person and which shall be entitled to exercise the greatest voting power
      per unit of such Person.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (n) “Exchange
      Ratio” shall have the meaning set forth in Section 24(a)
      hereof.

     

    (o) “Exempt
      Person” shall mean the Company, any Subsidiary of the Company, any employee
      benefit plan or employee stock plan of the Company, or of any Subsidiary of
      the
      Company, or any Person, organized, appointed, established or holding Common
      Stock for or pursuant to the terms of any such plan.

     

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

     

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

     

    (r) “Flip-in
      Event” shall mean any event described in Section 11(a)(ii)(A), (B) or (C)
      hereof.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (s) “Flip-In
      Exercise Payment” shall have the meaning set forth in Section 11(a)(ii)
      hereof.

     

    (t) “Flip-In
      Trigger Date” shall have the meaning set forth in Section 11(a)(iii)
      hereof.

     

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

     

    (v) “Flip-Over
      Exercise Payment” shall have the meaning set forth in Section 13(a)
      hereof.

     

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

     

    (x) “Person”
      shall mean any individual, firm, corporation, partnership, limited liability
      company or other entity.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (ee) “Stock
      Acquisition Date” shall mean the first date of public announcement by the
      Company or an Acquiring Person that an Acquiring Person has become such or
      such
      earlier date as a majority of the directors shall become aware of the existence
      of an Acquiring Person.

     

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

     

    (gg) “Subsidiary”
      of a Person shall mean any corporation or other entity of which securities
      or
      other ownership interests having ordinary voting power sufficient to elect
      a
      majority of the board of directors or other persons performing similar functions
      are Beneficially Owned, directly or indirectly, by such Person and any
      corporation or other entity that is otherwise controlled by such
      Person.

     

    (hh) “Summary
      of Rights” shall have the meaning set forth in Section 3(b)
      hereof.

     

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

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (jj) “Triggering
      Event” shall mean any event described in Section 11(a)(ii)(A), (B) or (C)
      or Section 13 hereof.

     

    (kk) “Voting
      Power” shall mean the voting power of all securities of the Company then
      outstanding and generally entitled to vote for the election of directors of
      the
      Company.

     

    Any
      determination required by the definitions contained in this Section 1 shall
      be made by the Board of Directors of the Company in its good faith judgment,
      which determination shall be binding on the Rights Agent and the holders of
      the
      Rights.

     

    2. Appointment
      of Rights Agent.

     

    The
      Company hereby appoints the Rights Agent to act as agent for the Company in
      accordance with the terms and conditions hereof, and the Rights Agent hereby
      accepts such appointment. With the consent of the Rights Agent, the Company
      may
      from time to time appoint such co-Rights Agents as it may deem necessary or
      desirable.

     

    3. Issuance
      of Right Certificates.

     

    (a) Until
      the
      earlier of (i) the Stock Acquisition Date or (ii) the tenth day (or
      such later date as may be determined by action of the Board of Directors prior
      to such time as any Person becomes an Acquiring Person) after the date of the
      commencement by any Person (other than an Exempt Person) of, or of the first
      public announcement of the intent of any Person (other than an Exempt Person)
      to
      commence (which intention to commence remains in effect for five business days
      after such announcement), a tender or exchange offer upon the successful
      consummation of which such Person, together with its Affiliates and Associates,
      would be the Beneficial Owner, of 20% or more of the outstanding Common Stock
      (irrespective of whether any shares are actually purchased pursuant to any
      such
      offer) (including any such date which is after the date of this Rights Agreement
      and prior to the issuance of the Rights; the earlier of such dates being herein
      referred to as the “Distribution Date”), (x) the Rights will be evidenced
      (subject to the provisions of Section 3(c) hereof) by the certificates for
      the Common Stock registered in the names of the holders of the Common Stock
      and
      not by separate Right Certificates, and (y) each Right will be transferable
      only in connection with the transfer of a share (subject to adjustment as
      hereinafter provided) of Common Stock. Upon the occurrence of a Distribution
      Date, the Company shall promptly notify the Rights Agent of the same and shall
      provide, or cause its transfer agent to provide, to the Rights Agent a list
      of
      the record shareholders of the Company. As soon as practicable after the Rights
      Agent receives such notice and list, the Rights Agent will mail, by first-class,
      postage prepaid mail, to each record holder of the Common Stock as of the Close
      of Business on the Distribution Date, as shown by the records of the Company,
      at
      the address of such holder shown on such records, a Right Certificate in
      substantially the form of Exhibit A
      hereto
      (“Right Certificate”) evidencing one Right for each share of Common Stock so
      held. As of and after the Distribution Date the Rights will be evidenced solely
      by such Right Certificates.

     

    (b) On
      March 13, 1998 or as soon as practicable thereafter, the Company will send
      a copy of a Summary of Rights to Purchase Common Stock, substantially in the
      form attached hereto as Exhibit B
      (“Summary of Rights”), by first-class, postage prepaid mail, to each record
      holder of Common Stock as of the Close of Business on March 13, 1998 at the
      address of such holder shown on the records of the Company.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (c) With
      respect to certificates for Common Stock outstanding as of March 13,1998, until
      the Distribution Date (or, if earlier, the Expiration Date), the Rights will
      be
      evidenced by such certificates for Common Stock registered in the names of
      the
      holders thereof together with a copy of the Summary of Rights. Until the
      Distribution Date (or, if earlier, the Expiration Date), the surrender for
      transfer of any certificate for Common Stock outstanding on March 13, 1998,
      with
      or without a copy of the Summary of Rights attached thereto, shall also
      constitute the surrender for transfer of the Rights associated with the Common
      Stock represented thereby.

     

    (d) Certificates
      issued for Common Stock (including, without limitation, certificates issued
      upon
      transfer or exchange of Common Stock) after March 6, 1998 but prior to
      March 10, 2008 shall have impressed on, printed on, written on or otherwise
      affixed to them the following legend:

     

    This
      certificate also evidences and entitles the holder hereof to certain Rights
      as
      set forth in a Rights Agreement, as it may from time to time be supplemented
      or
      amended, between Roseville Communications Company and ChaseMellon Shareholder
      Services, L.L.C., as Rights Agent, dated as of March 12, 1998 (the “Rights
      Agreement”), the terms of which are incorporated herein by reference and a copy
      of which is on file at the principal executive office of Roseville
      Communications 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. Roseville Communications Company will
      mail to the holder of this certificate a copy of the Rights Agreement without
      charge within five days after receipt by it of a written request therefor.
      Under
      certain circumstances, as provided in the Rights Agreement, Rights issued to
      or
      Beneficially Owned by Acquiring Persons or their Associates or Affiliates (as
      defined in the Rights Agreement) or any subsequent holder of such Rights may
      be
      limited as provided in Section 11(a)(ii) and Section 24 of the Rights
      Agreement.

     

    Certificates
      issued for Common Stock (including, without limitation, certificates issued
      upon
      transfer or exchange of Common Stock) after March 10, 2008 but prior to the
      earlier of the Distribution Date or the Expiration Date shall have impressed
      on,
      printed on, written on or otherwise affixed to them a legend in substantially
      the following form:

     

    This
      certificate also evidences and entitles the holder hereof to certain Rights
      as
      set forth in a Rights Agreement, as it may from time to time be supplemented
      or
      amended, between SureWest Communications (formerly, Roseville Communications
      Company) and American Stock Transfer & Trust Company, as Rights Agent,
      originally dated as of March 12, 1998, and amended and restated on March 10,
      2008 (the “Rights Agreement”), the terms of which are incorporated herein by
      reference and a copy of which is on file at the principal executive office
      of
      SureWest Communications. 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. SureWest Communications will mail
      to
      the holder of this certificate a copy of the Rights Agreement without charge
      within five days after receipt by it of a written request therefor. Under
      certain circumstances, as provided in the Rights Agreement, Rights issued to
      or
      Beneficially Owned by Acquiring Persons or their Associates or Affiliates (as
      defined in the Rights Agreement) or any subsequent holder of such Rights may
      be
      limited as provided in Section 11(a)(ii) and Section 24 of the Rights
      Agreement.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    With
      respect to such certificates containing the foregoing legends, the Rights
      associated with the Common Stock represented by such certificates shall, until
      the Distribution Date, be evidenced by such certificates alone, and registered
      holders of Common Stock shall also be the registered holders of the associated
      Rights, and the surrender for transfer of any such certificate shall also
      constitute the surrender for transfer of the Rights associated with the Common
      Stock represented thereby.

     

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

     

    4. Form
      of Right Certificates.

     

    (a) The
      Right
      Certificates (and the forms of election to purchase shares and of assignment
      to
      be printed on the reverse thereof), when, as and if issued, shall be
      substantially in the form set forth in 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
      and as are not inconsistent with the provisions of this Rights Agreement, or
      as
      may be required to comply with any 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 other provisions of this Rights Agreement, the Right Certificates evidencing
      the Rights issued on March 13, 1998, whenever such certificates are issued,
      shall be dated as of March 13, 1998, and the Right Certificates evidencing
      Rights to holders of record of Common Stock issued after March 13, 1998,
      shall be dated as of March 13, 1998, but shall also be dated to reflect the
      date of issuance of such Right Certificate. On their face, Right Certificates
      shall entitle the holders thereof to purchase, for each Right, one share of
      Common Stock, or other securities or property as provided herein, as the same
      may from time to time be adjusted as provided herein, at the price per share
      of
      $90.00, as the same may from time to time be adjusted as provided herein (the
      “Purchase Price”).

     

    (b) Notwithstanding
      any other provision of this Rights Agreement,
      any Right Certificate that represents Rights that are or
      were
      at any time on or after the earlier of the Stock Acquisition Date or the
      Distribution Date Beneficially Owned by an Acquiring Person or any Affiliate
      or
      Associate thereof (or any transferee of such Rights) shall have impressed on,
      printed on, written on or otherwise affixed to it (if the Company or the Rights
      Agent has knowledge that such Person is an Acquiring Person or an Associate
      or
      Affiliate thereof or transferee of such Persons or a nominee of any of the
      foregoing) the following legend:

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    The
      beneficial owner of the Rights represented by this Right Certificate is an
      Acquiring Person or an Affiliate or Associate (as defined in the Rights
      Agreement) of an Acquiring Person or a subsequent holder of such Right
      Certificates beneficially owned by such Persons. Accordingly, under certain
      circumstances as provided in the Rights Agreement, this Right Certificate and
      the Rights represented hereby may be limited as provided in Section 11(a)(ii)
      and Section 24 of the Rights Agreement.

     

    The
      provisions of Section 11(a)(ii) and Section 24 of this Rights Agreement shall
      be
      operative whether or not the foregoing legend is contained on any such Right
      Certificates.

     

    5. Countersignature
      and Registration.

     

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

     

    (b) Following
      the Distribution Date, and receipt by the Rights Agent of the notice and list
      of
      record holders of Rights referred to in Section 3(a), the Rights Agent will
      keep or cause to be kept, at one of its offices designated pursuant to
      Section 28 hereof for such purposes, books for registration and transfer of
      the Right Certificates issued hereunder. Such books shall show the names and
      addresses of the respective holders of the Right Certificates, the number of
      Rights evidenced on its face by each of the Right Certificates, the date of
      each
      of the Right Certificates and the certificate numbers for each of the Right
      Certificates.

     

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

     

    (a) Subject
      to the provisions of Section 14(b) hereof, at any time after the Close of
      Business on the Distribution Date and at or prior to the Close of Business
      on
      Expiration Date, any Right Certificate may be (a) transferred or (b) split
      up,
      combined or exchanged for another Right Certificate or Right Certificates,
      entitling the registered holder to purchase a like number of shares of Common
      Stock as the Right Certificate surrendered then entitled such holder to
      purchase. Any registered holder desiring to transfer any Right Certificate
      shall
      surrender the Right Certificate at the office of the Rights Agent designated
      for
      such purposes with the form of assignment on the reverse side thereof duly
      endorsed (or enclose with such Right Certificate a written instrument of
      transfer in form satisfactory to the Company and the Rights Agent), duly
      executed by the registered holder thereof or such holder’s attorney duly
      authorized in writing, and with such signature duly guaranteed. Any registered
      holder desiring to split up, combine or exchange any Right Certificate shall
      make such request in writing delivered to the Rights Agent, and shall surrender
      the Right Certificate to be split up, combined or exchanged at the office of
      the
      Rights Agent designated for such purposes. The Right Certificates are
      transferable only on the registry books of the Rights Agent. Thereupon the
      Rights Agent shall countersign (by manual signature) and deliver to the
      person-entitled thereto a Right Certificate or Right Certificates, as the case
      may be, as so requested. The Company may require payment of a sum sufficient
      to
      cover any tax or governmental charge that may be imposed in connection with
      any
      transfer, split up, combination or exchange of Right Certificates and the Rights
      Agent, prior to the delivery of a Right Certificate or Rights Certificates,
      may
      require evidence that any such tax or governmental charge has been
      paid.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

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

     

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

     

    (a) The
      Rights shall become exercisable, and may be exercised to purchase Common Stock,
      except as otherwise provided herein, in whole or in part at any time after
      the
      Distribution Date upon surrender of the Right Certificate, with the form of
      election to purchase on the reverse side thereof duly executed (with such
      signature duly guaranteed), to the Rights Agent at the office designated by
      the
      Rights Agent, together with payment of the Purchase Price with respect to each
      Right exercised, subject to adjustment as hereinafter provided, at or prior
      to
      the Close of Business on the earlier of (i) March 10, 2018 (the “Final
      Expiration Date”), (ii) the time at which the Rights are redeemed as provided in
      Section 23 hereof (such date being herein referred to as the “Redemption Date”)
      or (iii) the time at which all such Rights are exchanged as provided in Section
      24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as
      the
“Expiration Date”). Except for those provisions herein which expressly survive
      the termination of this Rights Agreement, this Rights Agreement shall terminate
      at such time as the Rights are no longer exercisable hereunder.

     

    (b) The
      Purchase Price and the number of shares of Common Stock or other securities
      or
      consideration to
      be
      acquired
      upon exercise of a Right shall be subject to adjustment from time to time as
      provided in Sections 11 and 13 hereof. The Purchase Price shall be payable
      in lawful money of the United States of America, in accordance with
      Section 7(c) hereof.

     

    (c) Except
      as
      provided in Section 7(d) hereof, upon receipt of a Right Certificate with
      the form of election to purchase duly executed, accompanied by payment of the
      Purchase Price or so much thereof as is necessary for the shares to be purchased
      and an amount equal to any applicable tax or government charge, by cash,
      certified check or official bank check payable to the order of the Company
      or
      the Rights Agent, the Rights Agent shall thereupon promptly (i) requisition
      from any transfer agent of the Common Stock certificates for the number of
      shares of Common Stock so elected to be purchased and the Company will comply
      and hereby authorizes
      and
      directs such transfer agent to comply with all such requests,
      (ii) requisition from the Company the amount of cash to be paid in lieu of
      issuance of fractional shares in accordance with Section 14(b) hereof and
      (iii) promptly after receipt of such Common Stock certificates cause the
      same to be delivered to or upon the order of the registered holder of such
      Right
      Certificate, registered in such name or names as may be designated by such
      holder, and, after receipt promptly deliver such cash to or upon the order
      of
      the registered holder of such Right Certificate. 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 Rights Agreement.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (d) In
      case
      the registered holder of any Right Certificate shall exercise less than all
      the
      Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent
      to the Rights remaining unexercised shall be issued by the Rights Agent to
      the
      registered holder of such Right Certificate or to such holder’s duly authorized
      assigns, subject to the provisions of Section 6 and Section 14
      hereof.

     

    (e) Notwithstanding
      anything in this Rights 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) properly
      completed and signed the certificate contained in the form of election to
      purchase set forth on the reverse side of the Right 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.

     

    8. Cancellation
      and Destruction of Right Certificates.

     

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

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    9. Reservation
      and Availability of Shares of Common Stock.

     

    (a) The
      Company covenants and agrees that at all times it will cause to be reserved
      and
      kept available, out of and to the extent of its authorized and unissued shares
      of Common Stock not reserved for another purpose (and, following the occurrence
      of a Triggering Event, other securities) or 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 Rights Agreement, will be sufficient
      to permit the exercise in full of all outstanding Rights, provided, however,
      that the Company shall not be required to reserve and keep available shares
      of
      Common Stock or other securities sufficient to permit the exercise in full
      of
      all outstanding Rights pursuant to the adjustments set forth in
      Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof
      unless, and only to the extent that, the Rights become exercisable pursuant
      to
      such adjustments.

     

    (b) The
      Company shall (i) if trading of the Common Stock shall be reported by the
      National Association of Securities Dealers, Inc. Automated Quotations System
      (“NASDAQ”) use its best efforts to cause, from and after such time as the Rights
      become exercisable, the Rights and all shares of Common Stock (and following
      the
      occurrence of a Triggering Event, other securities) issued or reserved for
      issuance upon exercise thereof to be reported by the NASDAQ or such other system
      then in use, and if the Common Stock shall become listed on any national
      securities exchange, to cause, from and after such time as the Rights become
      exercisable, the Rights and all shares of Common Stock (and, following the
      occurrence of a Triggering Event, other securities) issued or reserved for
      issuance upon exercise thereof to be listed on such exchange upon official
      notice of issuance upon such exercise and (ii) if then necessary, to permit
      the offer and issuance of such shares of Common Stock (and, following the
      occurrence of a Triggering Event, other securities), register and qualify such
      shares of Common Stock (and, following the occurrence of a Triggering Event,
      other securities) under the Securities Act and any applicable state securities
      or “blue sky” laws (to the extent exemptions therefrom are not available), cause
      such registration statement and qualifications to become effective as soon
      as
      possible after such filing and keep such registration and qualifications
      effective until the earlier of the Redemption Date or the Final Expiration
      Date.
      The Company may temporarily suspend, for a period of time not to exceed ninety
      (90) days, the exercisability of the Rights in order to prepare and file a
      registration statement under the Securities Act 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. The Company shall promptly notify the Rights Agent whenever
      it
      makes a public announcement pursuant to this Section 9(b), and give the
      Rights Agent a copy of the announcement. Notwithstanding any provision of this
      Agreement to the contrary, the Rights shall not be exercisable in any
      jurisdiction unless the requisite qualification in such jurisdiction shall
      have
      been obtained and until a registration statement under the Securities Act (if
      required) shall have been declared effective.

     

    (c) 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 in respect thereof), be duly and
      validly authorized and issued and fully paid and nonassessable shares in
      accordance with applicable law.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

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

     

    10. Common
      Stock Record Date.

     

    Each
      Person in whose name any certificate for 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 the Common Stock
      (or other securities, as the case may be) represented thereby on, and such
      certificate shall be dated, the date upon which the Right Certificate evidencing
      such rights was duly surrendered and payment of the Purchase Price (and any
      applicable taxes and government charges) was made.

     

    11. Adjustments
      to Number and Kind of Shares, Number of Rights or Purchase Price.

     

    The
      number and kind of shares subject to purchase upon the exercise of each Right,
      the number of Rights outstanding and the Purchase Price are subject to
      adjustment from time to time as provided in this Section 11.

     

    (a) i) If
      the
      Company shall at any time after the date of this Rights Agreement
      (A) declare or pay any dividend on Common Stock payable in shares of Common
      Stock, (B) subdivide or split the outstanding shares of Common Stock into a
      greater number of shares, (C) combine or consolidate the outstanding shares
      of Common Stock into a smaller number of shares or effect a reverse split of
      the
      outstanding shares of Common Stock, 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), 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 capital stock, as the case may be, issuable on such date, shall be
      proportionately adjusted so that the holder of any Right exercised after such
      time shall be entitled to receive, upon payment of the Purchase Price then
      in
      effect, the aggregate number and kind of shares of Common Stock or capital
      stock, as the case may be, which, if such Right had been exercised immediately
      prior to such date, the holder thereof would have owned upon such exercise
      and
      been entitled to receive by virtue of such dividend, subdivision, combination
      or
      reclassification. If an event occurs which 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).

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (ii) Subject
      to Section 24, in the event

     

    (A) any
      Acquiring Person or any Associate or Affiliate of any Acquiring Person, at
      any
      time after the date of this Rights Agreement, directly or indirectly,
      (1) shall consolidate with or merge with and into the Company or any of its
      Subsidiaries or otherwise combine with the Company or any of its Subsidiaries
      and the Company or such Subsidiary shall be the continuing or surviving
      corporation of such consolidation, merger or combination and the Common Stock
      of
      the Company shall remain outstanding and no shares thereof shall be changed
      into
      or exchanged for stock or other securities of the Company or of any other Person
      or cash or any other property, or (2) shall, in one or more transactions,
      other than in connection with the exercise of a Right or Rights and other than
      in connection with the exercise or conversion of securities exercisable for
      or
      convertible into securities of the Company or of any Subsidiary of the Company,
      transfer any assets or property to the Company or any of its Subsidiaries in
      exchange (in whole or in part) for any shares of any class of capital stock
      of
      the Company or any of its Subsidiaries or any securities exercisable for or
      convertible into shares of any class of capital stock of the Company or any
      of
      its Subsidiaries, or otherwise obtain from the Company or any of its
      Subsidiaries, with or without consideration, any additional shares of any class
      of capital stock of the Company or any of its Subsidiaries or any securities
      exercisable for or convertible into shares of any class of capital stock of
      the
      Company or any of its Subsidiaries (other than as part of a pro rata offer
      or
      distribution by the Company or such Subsidiary to all holders of such shares),
      or (3) shall sell, purchase, lease, exchange, mortgage, pledge, transfer or
      otherwise acquire (other than as a pro rata dividend) or dispose, to, from
      or
      with, as the case may be, in one transaction or a series of transactions, the
      Company or any of its Subsidiaries, assets (including securities) on terms
      and
      conditions less favorable to the Company or such Subsidiary than the Company
      or
      such Subsidiary would be able to obtain in arm’s-length negotiation with an
      unaffiliated third party, or (4) shall receive any compensation from the
      Company or any of its Subsidiaries for services other than compensation for
      employment as a regular or part-time employee, or fees for serving as a
      director, at rates in accordance with the Company’s (or its Subsidiary’s) past
      practices, or (5) shall receive the benefit, directly or indirectly (except
      proportionately as a shareholder), of any loans, advances, guarantees, pledges
      or other financial assistance or any tax credits or tax advantage provided
      by
      the Company or any of its Subsidiaries, or (6) shall engage in any
      transaction with the Company (or any of its Subsidiaries) involving the sale,
      license, transfer or grant of any right in, or disclosure of, any patents,
      copyrights, trade secrets, trademarks, knowhow or any other intellectual or
      industrial property rights recognized under any country’s intellectual property
      laws which the Company (including its Subsidiaries) owns or has the right to
      use
      on terms and conditions not approved by the Board of Directors; or

     

    (B) any
      Person, alone or together with its Affiliates and Associates, shall become
      an
      Acquiring Person; or

     

    (C) during
      such time as there is an Acquiring Person, there shall be any reclassification
      of securities (including any reverse stock split), or any 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 (whether or not with or into or otherwise
      involving an Acquiring Person or any Affiliate or Associate of such 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, or securities exercisable
      for or convertible into equity securities of the Company or any of its
      Subsidiaries, which is directly or indirectly beneficially owned by any
      Acquiring Person or any Affiliate or Associate of any Acquiring
      Person;

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    then,
      except as otherwise provided in this Section 11, each holder of a Right
      shall thereafter have a right to receive for each Right, upon payment of an
      amount equal to the product of the then current Purchase Price per share and
      the
      then number of shares of Common Stock for which a Right was exercisable
      immediately prior to the first occurrence of a Flip-In Event (the “Flip-In
      Exercise Payment”) and exercise of a Right in accordance with the terms of this
      Rights Agreement, such number of shares of Common Stock as shall equal the
      result obtained by dividing the Flip-In Exercise Payment by 50% of the Current
      Market Price per share of Common Stock on the date of the first occurrence
      of a
      Flip-In Event (such number of shares is herein called the “Adjustment Shares”);
      provided that the Purchase Price per share and the number of Adjustment Shares
      shall be further adjusted as provided in this Rights Agreement to reflect any
      events occurring after the date of such first occurrence; and provided, further,
      that if the transaction that would otherwise give rise to the foregoing
      adjustment is also subject to the provisions of Section 13 hereof, then
      only the provisions of Section 13 hereof shall apply and no adjustment
      shall be made pursuant to this Section 11(a)(ii).

     

    Notwithstanding
      the foregoing, the adjustment pursuant to this Section 11(a)(ii) shall not
      occur with respect to any Rights that are or were at any time on or after the
      earlier of the Stock Acquisition Date or the Distribution Date beneficially
      owned by the Acquiring Person or any Associate or Affiliate of the Acquiring
      Person which is or was involved in or which caused or facilitated, directly
      or
      indirectly, the event or transaction or transactions listed above in this
      Section 11(a)(ii) in respect of which such adjustment occurs (or any
      subsequent transferee of such Rights), and upon exercise of such Rights, the
      holders thereof shall continue to receive upon exercise the number of shares
      of
      Common Stock otherwise provided for herein without giving effect to such
      adjustment.

     

    (iii) If
      the
      number of shares of Common Stock which are authorized by the Company’s Articles
      of Incorporation, as amended, but not outstanding or reserved for issuance
      for
      purposes other than upon exercise of the Rights is not sufficient to permit
      the
      exercise in full of the Rights in accordance with Section 11(a)(ii) and the
      Rights shall become exercisable, to the extent permitted by applicable law
      and
      any agreements in effect on the date hereof to which the Company is a party,
      the
      Company shall: (A) determine the value of the Adjustment Shares issuable
      upon the exercise of a Right (the “Current Value”) and (B) with respect to
      each Right, upon exercise of such Right, issue shares of Common Stock to the
      extent available for the exercise in full of such Right and, to the extent
      shares of Common Stock are not so available, make adequate provision to
      substitute for the Adjustment Shares not received upon exercise of such Right
      (1) cash, (2) other equity securities of the Company (including,
      without limitation, shares, or units of shares, of preferred stock which, by
      virtue of having dividend, voting and liquidation rights substantially
      comparable to those of the Common Stock, are deemed in good faith by the Board
      of Directors of the Company to have substantially the same value as shares
      of
      Common Stock (such shares or units of shares of preferred stock are herein
      called “Common Stock Equivalents”), (3) debt securities of the Company,
      (4) other assets, or (5) any combination of the foregoing, having a
      value which, when added to the value of the shares of Common Stock actually
      issued upon exercise of such Right, shall have an aggregate value equal to
      the
      Current Value, where such aggregate value has been determined in good faith
      by
      the Board of Directors of the Company based upon the advice of a nationally
      recognized independent investment banking firm selected in good faith 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 thirty days following the later of (x) the first occurrence of a
      Flip-In 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 a the “Flip-In 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 excess of the Current Value over the Purchase Price. If the Board
      of Directors of the Company shall determine in good faith that it is likely
      that
      sufficient additional shares of Common Stock could be authorized for issuance
      upon exercise in full of the Rights, the thirty day period set forth above
      may
      be extended to the extent necessary, but not more than ninety days after the
      Flip-In Trigger Date, in order that the Company may seek shareholder approval
      for the authorization of such additional shares (such thirty day period, as
      it
      may be extended, is herein called the “Substitution Period”). To the extent that
      the Company determines that some action need be taken pursuant to the first
      and/or second sentence of this Section 11(a)(iii), the Company
      (x) shall provide, subject to the last sentence of Section 11(a)(ii)
      hereof, that such action shall apply uniformly to all outstanding Rights, and
      (y) may suspend the exercise of the Rights until the expiration of the
      Substitution Period in order to seek any authorization of additional shares
      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
      exercise of the Rights has been temporarily suspended, as well as a public
      announcement at such time as the suspension is no longer in effect (and the
      Company shall promptly notify the Rights Agent of the same, and give the Rights
      Agent a copy of any announcement). For purposes of this Section 11(a)(iii),
      the value of the Common Stock shall be the Current Market Price per share of
      the
      Common Stock on the Flip-In Trigger Date and the per share or per unit value
      of
      any Common Stock Equivalent shall be deemed to equal the Current Market Price
      per share of the Common Stock on such date. The Company’s Board of Directors
      may, but shall not be required to, establish procedures to allocate the right
      to
      receive Common Stock upon the exercise of the Rights among holders of Rights
      pursuant to this Section 11(a)(iii).

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (b) In
      case
      the Company shall fix a record date for the issuance of rights (other than
      the
      Rights), options or warrants to all holders of Common Stock entitling them
      to
      subscribe for or purchase (for a period expiring within forty-five calendar
      days
      after such record date) Common Stock, shares having the same rights, privileges
      and preferences as the Common Stock (“Equivalent Common Stock”) or securities
      convertible into Common Stock or Equivalent Common Stock at a price per share
      of
      Common Stock or Equivalent Common Stock (or having a conversion price per share,
      if a security convertible into Common Stock or Equivalent Common Stock) less
      than the Current Market Price 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 Equivalent Common Stock (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 Equivalent Common Stock 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 delivery of consideration part or all of which may be in a form other than
      cash, the value of such non-cash 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. 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.

     

    
      
        
        

      

      
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    (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, assets (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 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
      and
      shall be binding upon the Rights Agent and the holders of the Rights) of the
      portion of the cash, assets 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 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 the Common Stock for the thirty consecutive Trading Days
      immediately prior to and not including such date, and for purpose of
      computations made pursuant to Section 11(a)(iii) hereof, the Current Market
      Price per share of the Common Stock on any date shall be deemed to be the
      average of the daily closing prices per share of the Common Stock for the ten
      consecutive Trading Days immediately following and not including 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 the Common Stock of (i) any dividend or distribution on the
      Common Stock (other than a regular quarterly cash dividend and other than the
      Rights), (ii) any subdivision, combination or reclassification of the
      Common Stock, and prior to the expiration of the requisite thirty Trading Day
      or
      ten Trading Day period, as set forth above, the ex-dividend date for such
      dividend or distribution, or the record date for such subdivision, combination
      or reclassification occurs, 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 sale 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 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. 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
      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.

     

    
      
        
        

      

      
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    (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 one percent 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, as the case may be.

     

    (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 shares of Common Stock contained in this
      Section 11, 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.

     

    
      
        
        

      

      
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    (h) Unless
      the Company shall have exercised its election as provided in Section 11(i),
      upon each adjustment of the Purchase Price as a result of the calculations
      made
      in Sections 11(b) and (c), each Right outstanding immediately prior to the
      making of such adjustment shall thereafter evidence the right to purchase,
      at
      the adjusted Purchase Price, that number of shares of Common Stock (calculated
      to the nearest one ten-thousandth) obtained by (i) multiplying (x) the
      number of shares 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
      or any adjustment to the number of shares of Common Stock for which a Right
      may
      be exercised, 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 the Company
      shall promptly notify the Rights Agent of the same, and give the Rights Agent
      a
      copy of any announcement). This record date may be the date on which the
      Purchase Price is adjusted or any day thereafter, but, if the Right Certificates
      have been issued, shall be at least ten days later than the date of the public
      announcement. If Right Certificates have been issued, upon each adjustment
      of
      the number of Rights pursuant to this Section 11(i), the Company shall, as
      promptly as practicable, cause to be distributed to holders of record of Right
      Certificates on such record date Right Certificates evidencing, subject to
      Section 14 hereof, the additional Rights to which such holders shall be
      entitled as a result of such adjustment, or, at the option of the Company,
      shall
      cause to be distributed to such holders of record in substitution and
      replacement for the Right Certificates held by such holders prior to the date
      of
      adjustment, and upon surrender thereof, if required by the Company, new Right
      Certificates evidencing all the Rights to which such holders shall be entitled
      after such adjustment. Right Certificates to be so distributed shall be issued,
      executed and countersigned in the manner provided for herein (and may bear,
      at
      the option of the Company, the adjusted Purchase Price) and shall be registered
      in the names of the holders of record of Right Certificates on the record date
      specified in the public announcement.

     

    (j) Irrespective
      of any adjustment or change in the Purchase Price or the number of shares of
      Common Stock issuable upon the exercise of the Rights, the Right 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 Right
      Certificates issued hereunder.

     

    
      
        
        

      

      
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    (k) Before
      taking any action that would cause an adjustment reducing the Purchase Price
      below the then par value, if any, of the shares of Common Stock or other capital
      stock issuable upon exercise of the Rights, the Company shall take any corporate
      action, including using its best efforts to obtain any required shareholder
      approvals, which may, in the opinion of its counsel, be necessary in order
      that
      the Company may validly and legally issue fully paid and nonassessable shares
      of
      Common Stock or other capital stock at such adjusted Purchase Price. If upon
      any
      exercise of the Rights, a holder is to receive a combination of Common Stock
      and
      Common Stock Equivalents, a portion of the consideration paid upon such
      exercise, equal to at least the then par value of a share of Common Stock of
      the
      Company, shall be allocated as the payment for each share of Common Stock of
      the
      Company so received.

     

    (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 notify the Rights Agent of the same) until
      the
      occurrence of such event the issuance to the holder of any Right exercised
      after
      such, record date the shares of Common Stock and other capital stock or
      securities of the Company, if any, issuable upon such exercise over and above
      the 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 of Common Stock and other capital stock
      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 for cash of any shares of Common Stock at less
      than the Current Market Price, (iii) issuance for cash of shares of Common
      Stock
      or securities which by their 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
      shareholders.

     

    (n) The
      Company covenants and agrees that it shall not, at any time after the
      Distribution Date, (i) consolidate with any other Person, (ii) merge with or
      into any other Person, or (iii) sell or transfer (or permit any Subsidiary
      to
      sell or transfer), in one transaction or a series of related transactions,
      assets 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 if (x) at the time of or immediately after such consolidation, merger
      or
      sale there are any charter or by-law provisions or 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 shareholders 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. The Company shall not
      consummate any such consolidation, merger or sale unless prior thereto the
      Company and such other Person shall have executed and delivered to the Rights
      Agent a supplemental agreement evidencing compliance with this
      subsection.

     

    
      
        
        

      

      
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    (o) The
      Company covenants and agrees that, after the Distribution Date, it will not,
      except as permitted by Section 23, Section 24 or Section 29
      hereof, take (or permit any Subsidiary to take) any action if at the time such
      action is taken it is reasonably foreseeable that such action will diminish
      substantially or eliminate the benefits intended, to be afforded by the
      Rights.

     

    12. Certification
      of Adjustments.

     

    Whenever
      an adjustment is made as provided in Sections 11 or 13 hereof, the Company
      shall
      (a) promptly prepare a certificate setting forth such adjustment and a brief,
      reasonably detailed statement of the facts, computations and methodology giving
      rise to 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 Right Certificate (or, if prior to
      the
      Distribution Date, to each holder of a certificate representing shares of Common
      Stock) in accordance with Section 27 hereof. Notwithstanding the foregoing
      sentence, the failure of the Company to give such notice shall not affect the
      validity of or the force or effect of or the requirement for such adjustment.
      The Rights Agent shall be fully protected in relying on any certificate prepared
      by the Company pursuant to Sections 11 and 13 and on any adjustment therein
      contained and shall have no duties with respect to and shall not be deemed
      to
      have knowledge of any such adjustment unless and until it shall have received
      such certificate. Any adjustment to be made pursuant to Sections 11 and 13
      of
      this Rights Agreement shall be effective as of the date of the event giving
      rise
      to such adjustment.

     

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

     

    (a) In
      the
      event that, at any time on or after the Distribution Date, directly or
      indirectly, (x) the Company shall consolidate with, or merge with and into,
      any
      other Person or Persons and the Company shall not be the surviving or continuing
      corporation of such consolidation or merger, or (y) any Person or Persons shall
      consolidate with, or merge with and 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 Common Stock shall be changed into or exchanged for stock or other
      securities of any other Person or of the Company or cash or any other property
      [other than, in the case of the transactions described in subparagraphs (x)
      or
      (y), a merger or consolidation which would result in all of the Voting Power
      represented by the securities of the Company outstanding immediately prior
      thereto continuing to represent (either by remaining outstanding or by being
      converted into securities of the surviving entity) all of the Voting Power
      represented by the securities of the Company or such surviving entity
      outstanding immediately after such merger or consolidation and the holders
      of
      such securities not having changed as a result of such transactions], or (z)
      the
      Company or one or more of its Subsidiaries shall sell, mortgage or otherwise
      transfer to any other Person or any Affiliate or Associate of such Person,
      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), then, on the first occurrence of any such
      event, proper provision shall be made so that (i) each holder of record of
      a
      Right shall thereafter have the right to receive, upon payment of an amount
      equal to the product of the then current Purchase Price per share and the then
      number of shares of Common Stock for which a Right was exercisable immediately
      prior to the first occurrence of a Flip-Over Event (or, if a Flip-In Event
      hereof has occurred prior to the first occurrence of a Flip-Over Event,
      multiplying the Purchase Price per share in effect immediately prior to the
      first occurrence of a Flip-In Event by the number of shares of Common Stock
      for
      which a Right was exercisable immediately prior to such first occurrence of
      a
      Flip-In Event) (the “Flip-Over Exercise Payment”) and the exercise of a Right in
accordance
      with the
      terms of this Rights Agreement, such number of shares of validly issued, fully
      paid and nonassessable and freely tradable Common Stock of the Principal Party
      not subject to any liens, encumbrances, rights of first refusal or other adverse
      claims, as shall be equal to the result obtained by dividing the Flip-Over
      Exercise 

     

    
      
        
        

      

      
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    Payment
      by 50% of the Current Market Price (determined as provided in Section 11(d)
      hereof with respect to the Common Stock) per share of the Common Stock of such
      Principal Party on the date of consummation of such Flip-Over Event (or the
      fair
      market value on such date of other securities or property of the Principal
      Party, as provided for herein); provided that the Purchase Price per share
      and
      the number of shares of Common Stock of such Principal Party issuable upon
      exercise of each Right shall be further adjusted as provided in this Agreement
      to reflect any events occurring after the date of the first occurrence of a
      Flip-Over Event; (ii) such Principal Party shall thereafter be liable for,
      and
      shall assume, by virtue of such Flip-Over Event, all the obligations and duties
      of the Company pursuant to this Rights Agreement; (iii) the term “Company” for
      all purposes of this Rights Agreement shall thereafter be deemed to refer to
      such Principal Party, it being specifically intended that the provisions of
      Section 11 hereof shall only apply to such Principal Party following the
      first occurrence of a Flip-Over Event; and (iv) such Principal Party shall
      take
      such steps (including, but not limited to, the reservation of a sufficient
      number of shares of its Common Stock in accordance with Section 9 hereof)
      in connection with 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; provided, however, that, upon
      the
      subsequent occurrence of any merger, consolidation, sale of all or substantially
      all assets, recapitalization, reclassification of shares, reorganization or
      other extraordinary transaction in respect of such Principal Party, each holder
      of a Right shall thereupon be entitled to receive, upon exercise of a Right,
      such cash, shares, rights, warrants and other property which such holder would
      have been entitled to receive had he, at the time of such transaction, owned
      the
      shares of Common Stock of the Principal Party purchasable upon the exercise
      of a
      Right, and such Principal Party shall take such steps (including, but not
      limited to, reservation of shares of stock), as may be necessary to permit
      the
      subsequent exercise of the Rights in accordance with the terms hereof for such
      cash, shares, rights, warrants and other property.

     

    (b) “Principal
      Party” shall mean

     

    (i) in
      the
      case of any transaction described in (x) or (y) of the first sentence of
      Section 13(a) hereof; (A) the Person that is the issuer of the securities
      into which shares of Common Stock of the Company are converted in such merger
      or
      consolidation, or, if there is more than one such issuer, the issuer the Common
      Stock of which has the greatest market value or (B) if no securities are so
      issued, (x) the Person that is the other party to the merger or consolidation
      and that survives said merger or consolidation, or, if there is more than one
      such Person, the Person the Common Stock of which has the greatest market value
      or (y) if the Person that is the other party to the merger or consolidation
      does
      not survive the merger or consolidation, the Person that does survive the merger
      or consolidation (including the Company if it survives); and

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    (ii) in
      the
      case of any transaction described in (z) of the first sentence in Section 13(a)
      hereof, the Person that is the party receiving the greatest portion of the
      assets or earning power transferred pursuant to such transaction or
      transactions, or, if each Person that is a party to such transaction or
      transactions receives the same portion of the assets or earning power so
      transferred or if the Person receiving the greatest portion of the assets or
      earning power cannot be determined, whichever of such Persons as is the issuer
      of common stock having the greatest market value of shares outstanding;
      provided, however, that in any such case described in the foregoing (b)(i)
      or
      (b)(ii), (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, the
      term
“Principal Party” shall refer to such other Person, or (2) if such Person is a
      Subsidiary, directly or indirectly, of more than one Person, the Common Stocks
      of all of which are and have been so registered, the term Principal Party shall
      refer to whichever of such Persons is the issuer of the Common Stock having
      the
      greatest market value of shares outstanding, or (3) if such Person is owned,
      directly or indirectly, by a joint venture formed by two or more Persons that
      are not owned, directly or indirectly, by the same Person, the rules set forth
      in clauses (1) and (2) above shall apply to each of the owners having an
      interest in the joint venture as if the Person owned by the joint venture was
      a
      Subsidiary of both or all of such joint venturers, and the Principal Party
      in
      each such case shall bear the obligations set forth in this Section 13 in the
      same ratio as its interest in such Person bears to the total of such
      interests.

     

    (c) The
      Company shall not consummate any consolidation, merger, sale, disposition,
      or
      transfer referred to in Section 13(a) unless the Principal Party shall have
      a
      sufficient number of authorized shares of its Common Stock that 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 the
      Principal Party involved therein shall have executed and delivered to the Rights
      Agent an agreement confirming that the requirements of Sections 13 (a) and
      (b)
      hereof shall promptly be performed in accordance with their terms and that
      such
      consolidation, merger, sale or transfer of assets shall not result in a default
      by the Principal Party under this Rights Agreement as the same shall have been
      assumed by the Principal Party pursuant to Sections 13(a) and (b) hereof and
      further providing that, as soon as practicable after executing such agreement
      pursuant to this Section 13, the Principal Party at its own expense
      shall:

     

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

     

    
      
        
        

      

      
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    (ii) use
      its
      best efforts, if the Common Stock of the Principal Party shall become listed
      on
      a national securities exchange, to list (or continue the listing of) the Rights
      and the securities purchasable upon exercise of the Rights on such securities
      exchange and, if the Common Stock of the Principal Party shall not be listed
      on
      a national securities exchange, to cause the Rights and the securities
      purchasable upon exercise of the Rights to be reported by NASDAQ or such other
      system then in use;

     

    (iii) deliver
      to holders of the Rights historical financial statements for the Principal
      Party
      which comply in all respects with the requirements for registration on
      Form 10 (or any successor form) under the Exchange Act; and

     

    (iv) obtain
      waivers of any rights of first refusal or preemptive rights in respect of the
      shares of Common Stock of the Principal Party subject to purchase upon exercise
      of outstanding Rights.

     

    In
      the
      event that any of the transactions described in Section 13(a) hereof shall
      occur at any time after the occurrence of a transaction described in
      Section 11(a)(ii) hereof, the Rights which have not theretofore been
      exercised shall thereafter be exercisable in the manner described in
      Section 13(a). The provisions of this Section 13 shall similarly apply
      to all successive Flip-Over Events.

     

    (d) Furthermore,
      in case the Principal Party which is to be a party to a transaction referred
      to
      in this Section 13 has a provision in any of its authorized, securities or
      in its Articles of Incorporation or By-laws or other instrument governing its
      corporate affairs, which provision would have the effect of (i) causing such
      Principal Party to issue, in connection with, or as a consequence of, the
      consummation of a transaction referred to in this Section 13, shares of
      Common Stock of such Principal Party at less than the then Current Market Price
      per share (determined pursuant to Section 11(d) hereof) or securities
      exercisable for, or convertible into, Common Stock of such Principal Party
      at
      less than such then Current Market Price (other than to holders of Rights
      pursuant to this Section 13) or (ii) providing for any special payment, tax
      or similar provisions in connection with the issuance of the Common Stock of
      such Principal Party pursuant to the provisions of Section 13; then, in
      such event, the Company hereby agrees with each holder of Rights that it shall
      not consummate any such transaction unless prior thereto the Company and such
      Principal Party shall have executed and delivered to the Rights Agent a
      supplemental agreement providing that the provision in question of such
      Principal Party shall have been canceled, waived or amended, or that the
      authorized securities shall be redeemed, so that the applicable provision will
      have no effect in connection with, or as a consequence of, the consummation
      of
      the proposed transaction.

     

    14. Fractional
      Rights and Fractional Shares.

     

    (a) The
      Company shall not be required to issue fractions of Rights or to distribute
      Right Certificates which evidence fractional Rights. In lieu of such fractional
      Rights, there shall be paid to the holders of record of the Right Certificates
      with regard to which such fractional Rights would otherwise be issuable, an
      amount in cash equal to the same fraction of the then current market value
      of a
      whole Right. For the purposes of this Section 14(a), the then current
      market value of a Right shall be determined in the same manner as the Current
      Market Price of a share of Common Stock shall be determined pursuant to
      Section 11(d) hereof.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    (b) The
      Company shall not be required to issue fractions of shares of Common Stock
      upon
      exercise of the Rights or to distribute certificates which evidence fractional
      shares. In lieu of issuing fractions of shares of Common Stock, there shall
      be
      paid to the holders of record of Right Certificates at the time such Right
      Certificates are exercised as herein provided an amount in cash equal to the
      same fraction of the then current market value of a share of Common Stock.
      For
      purposes of this Section 14(b), the then current market value of a share of
      Common Stock shall be the Current Market Price thereof as determined pursuant
      to
      Section 11(d) hereof.

     

    (c) The
      holder of a Right by the acceptance of a Right expressly waives his right to
      receive any fractional Right or any fractional shares upon exercise of a
      Right.

     

    (d) Whenever
      a payment for fractional Rights or fractional shares is to be made by the Rights
      Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent
      a
      certificate setting forth in reasonable detail the facts related to such payment
      and the prices and/or formula 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 this Section 14 unless and until it shall have
      received such a certificate and sufficient monies.

     

    15. Rights
      of Action.

     

    All
      rights of action in respect of this Rights Agreement, other than any rights
      of
      action vested in the Rights Agent pursuant to this Rights Agreement, are vested
      in the respective holders of record of the Right Certificates (and, prior to
      the
      Distribution Date, the holders of record of the Common Stock); and any holder
      of
      record of any Right 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 Right 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 or
      any
      other Person to enforce, or otherwise act in respect of, his right to exercise
      the Rights evidenced by such Right Certificate in the manner provided in such
      Right Certificate and in this Rights 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, accordingly, that they will be entitled
      to
      specific performance of the obligations under, and injunctive relief against
      actual or threatened violations of the obligations of any Person subject to
      this
      Agreement. Holders of Rights shall be entitled to recover the reasonable costs
      and expenses, including attorneys’ fees, incurred by them in any action to
      enforce the provisions of this Rights Agreement.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    16. Agreement
      of Right Holders.

     

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

     

    (a) prior
      to
      the Distribution Date, the Rights will not be evidenced by a Right Certificate
      and will be transferable only in connection with the transfer of Common
      Stock;

     

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

     

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

     

    (d) notwithstanding
      anything in this Agreement to the contrary, neither the 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,
      judgment or ruling (whether interlocutory or final) 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, judgment or ruling lifted or otherwise
      overturned as soon as possible.

     

    17. Right
      Certificate Holder Not Deemed a Shareholder.

     

    No
      holder
      of a Right, as such, shall be entitled to vote, receive dividends in respect
      of
      or be deemed for any purpose to be the holder of Common Stock or any other
      securities of the Company which may at any time be issuable upon the exercise
      of
      the Rights, nor shall anything contained herein or in any Right Certificate
      be
      construed to confer upon the holder of any Right Certificate, as such, any
      of
      the rights of a shareholder of the Company or any right to vote in the election
      of directors or upon any matter submitted to shareholders at any meeting
      thereof, or to give or withhold consent to any corporate action, or to receive
      notice of meetings or other actions affecting shareholders (except as provided
      in Section 27 hereof), or to receive dividends or subscription rights in
      respect of any such stock or securities, or otherwise, until the Right or Rights
      evidenced by such Right Certificate shall have been exercised in accordance
      with
      the provisions hereof.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    18. Concerning
      the Rights Agent.

     

    (a) The
      Company agrees to pay to the Rights Agent reasonable compensation for all
      services rendered by it hereunder and, from time to time, on demand of the
      Rights Agent, its reasonable expenses and counsel fees and other disbursements
      incurred in the preparation, delivery, amendment, administration and execution
      of this Rights Agreement and the exercise and performance of its duties
      hereunder. The Company also agrees to indemnify the Rights Agent for, and to
      hold it harmless against, any loss, liability, damage, judgment, fine, penalty,
      claim, settlement demand, settlement, cost or expense incurred without gross
      negligence, bad faith or willful misconduct on the part of the Rights Agent
      for
      any action taken, suffered or omitted by the Rights Agent in connection with
      the
      acceptance and administration of this Rights Agreement, including, without
      limitation, the cost and expenses of defending against any claim of liability.
      The indemnity provided herein shall survive the expiration of the Rights and
      the
      termination of this Rights Agreement.

     

    (b) The
      Rights Agent shall be authorized and protected and shall incur no liability
      for
      or in respect of any action taken, suffered or omitted by it in connection
      with
      the acceptance and administration of this Rights Agreement in reliance upon
      any
      Right Certificate, certificate for Common Stock or 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, guaranteed, verified or acknowledged, by the proper Person
      or
      Persons. The Rights Agent shall be fully protected in relying upon any
      certificate or notice provided to it hereunder by the Company, and the Rights
      Agent shall not have any duty or notice hereunder until such certificate or
      notice is delivered by the Company to the Rights Agent.

     

    (c) Anything
      to the contrary notwithstanding, in no event shall the Rights Agent be liable
      for special, indirect, consequential or incidental loss or damage of any kind
      whatsoever (including but not limited to lost profits), even if the Rights
      Agent
      has been advised of the likelihood of such loss or damage.

     

    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, of 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
      Rights Agreement without the execution or filing of any paper or any further
      act
      on the part of any of the parties hereto, provided that such 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 Rights Agreement, any of the Right
      Certificates shall have been countersigned but not delivered, any such successor
      Rights Agent may adopt the countersignature of the predecessor Rights Agent
      and
      deliver such Right Certificates so countersigned; and, in case at that time
      any
      of the Right Certificates shall not have been countersigned, any successor
      Rights Agent may countersign such Right Certificates either in the name of
      the
      predecessor Rights Agent or in the name of the successor Rights Agent; and
      in
      all such cases such Right Certificates shall have the full force provided in
      the
      Right Certificates and in this Rights Agreement.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

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

     

    20. Duties
      of Rights Agent.

     

    The
      Rights Agent undertakes the duties and obligations, and only the duties and
      obligations expressly imposed by this Rights Agreement (and no implied duties
      or
      obligations) upon the following terms and conditions, all of which the Company
      and the holders of Right 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 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
      to be taken by it in good faith and in accordance with such advice or
      opinion.

     

    (b) Whenever
      in the performance of its duties under this Rights Agreement the Rights Agent
      shall deem it necessary or desirable that any fact or matter (including, without
      limitation, the identity of any acquiring Person) be proved or established
      by
      the Company prior to taking, suffering or omitting 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, President or any Vice President and by
      the
      Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary
      of the Company and delivered to the Rights Agent; and such certificate shall
      be
      full 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
      in
      good faith by it under the provisions of this Rights Agreement in reliance
      upon
      such certificate.

     

    (c) The
      Rights Agent shall be liable hereunder only for its own gross negligence, bad
      faith or willful misconduct.

     

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

     

    (e) The
      Rights Agent shall not be under any liability or responsibility in respect
      of
      the validity of this Rights Agreement or the execution and delivery hereof
      (except the due execution hereof by the Rights Agent) or in respect of the
      validity or execution of any Right Certificate (except its countersignature
      thereof); nor shall it be responsible for any breach by the Company of any
      covenant or condition contained in this Rights Agreement or in any Right
      Certificate; nor shall, it be responsible for any adjustment required under
      the
      provisions of Sections 11, 13, 23 or 24 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 Right Certificates after receipt of a
      Certificate furnished pursuant to Section 12 describing 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 Rights Agreement or any Right
      Certificate or as to whether any shares of Common Stock will, when issued,
      be
      validly authorized and issued, fully paid and nonassessable.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    (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 Rights 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, President
      or any Vice President or the Secretary or any Assistant Secretary or the
      Treasurer or any Assistant Treasurer 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
      the Rights Agent shall incur no liability for or in respect of any action taken
      or suffered to be taken by it in good faith in accordance with instructions
      of
      any such officer. Any application by the Rights Agent for written instructions
      from the Company may, at the option of the Rights Agent, set forth in writing
      any action proposed to be taken or omitted by the Rights Agent under this Rights
      Agreement and the date on and/or after which such action shall be taken or
      such
      omission shall be effective. Subject to Section 20(c) hereof, the Rights
      Agent shall not be liable for any action taken or suffered by, or omission
      of,
      the Rights Agent in accordance with a proposal included in any such application
      on or after the date specified in such application (which date shall not be
      less
      than five Business Days after the date any officer of the Company actually
      receives such application, unless any such officer shall have consented in
      writing to an earlier date) unless, prior to taking any such action (or the
      effective date in the case of an omission), the Rights Agent shall have received
      written instructions in response to such application specifying the action
      to be
      taken or omitted.

     

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

     

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

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    (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 it believes 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 Right Certificate surrendered to the Rights Agent for exercise
      or
      transfer, the certificate contained in the form of assignment or the form of
      election to purchase set forth on the reverse thereof, 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 of transfer without first consulting with
      the
      Company.

     

    21. Change
      of Rights Agent.

     

    The
      Rights Agent or any successor Rights Agent may resign and be discharged from
      its
      duties under this Rights 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 of the Right Certificates by first class
      mail. The Company may remove the Rights Agent or any successor Rights Agent
      (with or without cause) upon 30 days notice in writing, mailed to the Rights
      Agent or successor Rights Agent, as the case may be, and to each transfer agent
      of the Common Stock by registered or certified mail, and to the holders of
      the
      Right Certificates by first-class mail. If the Rights Agent shall resign or
      be
      removed or shall otherwise become incapable of acting; the Company shall appoint
      a successor to the Rights Agent. If the Company shall fail to make such
      appointment within a period of 30 days after such removal or after it has been
      notified in writing of such resignation or incapacity by the resigning or
      incapacitated Rights Agent or by the holder of a Right Certificate (who shall,
      with such notice, submit his Right Certificate for inspection by the Company),
      then the incumbent Rights Agent or the holder of record of any Right Certificate
      may apply to any court of competent jurisdiction for the appointment of a new
      Rights Agent. Any successor Rights Agent, whether appointed by the Company
      or by
      such a court, shall be (a) a Person organized and doing business under the
      laws
      of the United States or any State thereof, in good standing, which is authorized
      under such laws to do business in such jurisdiction and is subject to
      supervision or examination by federal or state authority and which has at the
      time of its appointment as Rights Agent a combined capital and surplus of at
      least $50,000,000 or (b) an Affiliate controlled by a corporation described
      in
      clause (a) of this sentence. After appointment, the successor Rights Agent
      shall be vested with the same powers, rights, duties and responsibilities as
      if
      it had been originally named as Rights Agent without further act or deed; but
      the predecessor Rights Agent shall deliver and transfer to the successor Rights
      Agent any property at the time held by it hereunder, and execute and deliver
      any
      further assurance, conveyance, act or deed necessary for the purpose. Not later
      than the effective date of any such appointment the Company shall file notice
      thereof in writing with the predecessor Rights Agent and each transfer agent
      of
      the Common Stock, and mail a notice thereof in writing to the registered holders
      of the Right Certificates. Failure to give any notice provided for in this
      Section 21, however, or any defect therein, shall not affect the legality
      or validity of the resignation or removal of the Rights Agent or the appointment
      of the successor Rights Agent, as the case may be.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    22. Issuance
      of New Right Certificates.

     

    Notwithstanding
      any of the provisions of this Rights Agreement or of the Rights to the contrary,
      the Company may, at its option, issue new Right 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 per share and the number or kind
      or
      class of shares of stock or other securities or property purchasable under
      the
      Right Certificates made in accordance with the provisions of this Rights
      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, 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 Right Certificates representing the appropriate number of Rights
      in connection with such issuance or sale; provided, however, that (i) no such
      Right Certificate shall be issued if, and to the extent that, the 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
      Right Certificate would be issued, and (ii) no such Right Certificate shall
      be
      issued, if, and to the extent that, appropriate adjustment shall otherwise
      have
      been made in lieu of the issuance thereof.

     

    23. Redemption.

     

    (a)  
(ii) The
      Board
      of Directors of the Company may, at its option, at any time, prior to the
      earlier of (x) the occurrence of a Stock Acquisition Date or (y) the Close
      of
      Business on the Final Expiration Date, redeem all but not less than all the
      then
      outstanding Rights at a redemption price of $0.01 per Right, as such amount
      may
      be appropriately adjusted to reflect any stock split, stock dividend or similar
      transaction occurring after the date hereof (such redemption price being
      hereinafter referred to as the “Redemption Price”).

     

    (ii) Notwithstanding
      anything contained in this Rights Agreement to the contrary, the Board of
      Directors of the Company may redeem all but not less than all of the then
      outstanding Rights at the Redemption Price following the occurrence of a Stock
      Acquisition Date but prior to any Flip-Over Event in connection with a Flip-Over
      Event in which all holders of Common Stock are treated alike and not involving
      (other than as a holder of Common Stock being treated like all other such
      holders) an Acquiring Person or an Affiliate or Associate of an Acquiring Person
      or any other Person in which such Acquiring Person, Affiliate or Associate
      has
      an interest, or any other Person or Persons acting directly or indirectly on
      behalf of or in association with any such Acquiring Person, Affiliate or
      Associate.

     

    (b) Immediately
      upon the action of the Board of Directors of the Company ordering the redemption
      of the Rights (or at such later time as the Board of Directors may establish
      for
      the effectiveness of such redemption), 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, without any interest thereon. Within 10 days after the Redemption Date,
      the Company shall give notice of such redemption to the Rights Agent and the
      holders of the then outstanding Rights by, in case of notice to holders, mailing
      such notice to all such holders at their last addresses as they appear upon
      the
      registry books of the Rights Agent or, prior to the Distribution Date, on the
      registry books of the transfer agent of 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. The failure to give
      notice required by this Section 23(b) or any defect therein shall not affect
      the
      legality or validity of the action taken by the Company.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    (c) In
      the
      case of a redemption permitted under Section 23(a), the Company may, at its
      option and upon prior written notice to the Rights Agent, discharge all of
      its
      obligations with respect to the Rights by (i) issuing a press release announcing
      the manner of redemption of the Rights and (ii) mailing payment of the
      Redemption Price to the registered holders of the Rights at their last addresses
      as they appear on the registry books of the Rights Agent or, prior to the
      Distribution Date, on the registry books of the transfer agent of the Common
      Stock, and upon such, action, all outstanding Right Certificates shall be null
      and void without any further action by the Company.

     

    24. Exchange
      of Rights for Common Stock.

     

    (a) The
      Board
      of Directors of the Company may, at its option, at any time after the occurrence
      of a Flip-In Event, exchange all or part of the then outstanding and exercisable
      Rights (which shall not include Rights that do not receive adjustments upon
      the
      occurrence of a Flip-In Event) for shares of Common Stock at an exchange ratio
      of one share of Common Stock per Right, appropriately adjusted to reflect any
      stock split, stock dividend or similar transaction occurring after the date
      hereof (such exchange ratio, being hereinafter referred to as the “Exchange
      Ratio”).

     

    (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 the holders of such
      Rights shall be to receive that number of shares of Common Stock equal to the
      number of such Rights held by such holder multiplied by the Exchange Ratio.
      The
      Company shall promptly give public notice and notify the Rights Agent 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 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 do not receive adjustments
      upon
      the occurrence of a Flip-In Event) held by each holder of Rights.

     

    
      
        
        

      

      
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    (c) In
      the
      event that there shall not be sufficient shares of Common Stock issued but
      not
      outstanding or authorized but unissued to permit any exchange of Rights as
      contemplated in accordance with this Section 24, the Company shall 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 fractions of 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 the Right Certificates 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 current market value of a whole share of
      Common Stock. For the purposes of this subsection (d), the current market
      value of a whole share of Common Stock shall be the Current Market Price of
      a
      share of Common Stock (as defined in Section 11(d) hereof for the purposes
      of computations made other than pursuant to Section 11(a)(iii)) for the
      Trading Day immediately prior to the date of exchange pursuant to this
      Section 24.

     

    25. Determinations
      and Actions by the Board of Directors.

     

    The
      Board
      of Directors shall have the exclusive power and authority to administer this
      Rights Agreement and to exercise the 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 Rights Agreement, including, without limitation,
      the
      right and power to (i) interpret the provisions of this Rights Agreement and
      (ii) make all determinations deemed necessary or advisable for the
      administration of this Rights Agreement (including, without limitation, a
      determination to redeem or not redeem the Rights or to amend or not amend this
      Rights 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, including but not limited to those made under Sections 1 and 11
      hereunder, (x) shall be final, conclusive and binding on the Company, the Rights
      Agent, the holders of the Rights, as such, and all other Persons, and (y) not
      subject the Board to any liability to the holders of the Rights.

     

    26. Three
      Year Independent Director Evaluation.

     

    A
      committee of the Company’s Board of Directors shall review this Rights Agreement
      in order to consider whether the maintenance of this Rights Agreement continues
      to be in the best interests of the Company and its stockholders. Such committee
      shall conduct such review periodically when, as and in such manner as the
      committee deems appropriate, after giving due regard to all relevant
      circumstances; provided, however, that the committee shall take such action
      at
      least every three years following the date hereof. Following each such review,
      such committee will report its conclusions to the full Board of Directors,
      including any recommendation in light thereof as to whether this Rights
      Agreement should be modified or the Rights should be redeemed. Such committee
      shall be comprised only of directors of the Company who shall have been
      determined by the Company’s Board of Directors to be independent under NASDAQ
      listing standards, or, if the Common Shares are listed on a national exchange,
      such national exchange’s listing standards. Such committee is authorized to
      retain such legal counsel, financial advisors and other advisors as the
      committee deems appropriate in order to assist the committee in carrying out
      its
      foregoing responsibilities under this Rights Agreement. Such committee shall
      initially be the Nominating and Governance Committee of
      the
      Company’s Board of Directors, provided that the Board of Directors may, at its
      discretion, delegate this review to another committee of independent directors
      pursuant to this provision.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    27. Notice
      of Proposed Actions.

     

    (a) In
      case
      the Company, after the Distribution Date, shall propose (i) to effect any of
      the
      transactions referred to in Section 11(a)(i) or to pay any dividend to the
      holders of record of its Common Stock payable in stock of any class or to make
      any other distribution to the holders of record of its Common Stock (other
      than
      a regular periodic cash dividend), or (ii) to offer to the holders of record
      of
      its Common Stock or options, warrants, or other rights to subscribe for or
      to
      purchase shares of Common Stock (including any security convertible into or
      exchangeable for Common Stock) or shares of stock of any class or any other
      securities, options, warrants, convertible or exchangeable securities or other
      rights, or (iii) to effect any reclassification of its Common Stock or any
      recapitalization or reorganization of the Company, or (iv) to effect any
      consolidation or merger with or into, or to effect any sale or other transfer
      (or to permit one or more of its Subsidiaries to effect any sale or other
      transfer), in one or more transactions, of more than 50% of the assets or
      earning power of the Company and its Subsidiaries (taken as a whole) to, any
      other Person or Persons, or (v) to effect the liquidation, dissolution or
      winding up of the Company, then, in each such case, the Company shall give
      to
      the Rights Agent and to each holder of record of a Right Certificate, in
      accordance with Section 28 hereof, notice of such proposed action, which
      shall specify the record date for the purposes of such transaction referred
      to
      in Section 11(a)(i), or such dividend or distribution, or the date on which
      such reclassification, recapitalization, reorganization, consolidation, merger,
      sale or transfer of assets, liquidation, dissolution or winding up is to take
      place and the record date for determining participation therein by the holders
      of record 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 10 days prior to the record date for determining holders of
      record of the Common Stock for purposes of such action, and in the case of
      any
      such other action, at least 10 days prior to the date of the taking, of such
      proposed action or the date of participation therein by the holders of record
      of
      Common Stock, whichever shall be the earlier.

     

    (b) In
      case
      any of the transactions referred to in Section 11(a)(ii) or Section 13
      of this Rights Agreement are proposed, then, in any such case, the Company
      shall
      give to the Rights Agent and to each holder of Rights, in accordance with
      Section 28 hereof, notice of the proposal of such transaction at least 10
      days prior to consummating such transaction, which notice shall specify the
      proposed event and the consequences of the event to holders of Rights under
      Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon
      consummating such transaction, shall similarly give notice thereof to each
      holder of Rights.

     

    (c) The
      failure to give notice required by this Section 27 or any defect therein
      shall not affect the legality or validity of the action taken by the Company
      or
      the vote upon any such action.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    28. Notices.

     

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

     

    SUREWEST
      COMMUNICATIONS

    200
      Vernon Street

    Roseville,
      California 95678

    Attention:
      Secretary

    


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

     

    AMERICAN
      STOCK TRANSFER & TRUST COMPANY

    6201
      15th
      Avenue

    Brooklyn,
      NY 11219

    Attention:
      Barry S. Rosenthal, Vice President

    


    Notices
      or demands authorized by this Rights Agreement to be given or made by the
      Company or the Rights Agent to the holder of record of any Right Certificate
      or
      Right 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 it appears
      upon the registry books of the Rights Agent or, prior to the Distribution Date,
      on the registry books of the Transfer Agent.

     

    29. Supplements
      and Amendments.

     

    Prior
      to
      the Distribution Date, the Company and the Rights Agent shall, if the Company
      so
      directs, supplement or amend any provision of this Rights Agreement without
      the
      approval of any holders of certificates representing Common Shares, with the
      understanding that the Rights Agent need not agree to any amendment or
      supplement that modifies or otherwise affects its duties or obligations
      hereunder. From and after the Distribution Date, the Company and the Rights
      Agent may from time to time supplement or amend this Rights Agreement without
      approval of any holders of Right 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 provision herein, (iii) shorten
      or lengthen any time period hereunder, or (iv) to change or supplement the
      provisions hereunder in any manner which the Company may deem necessary or
      desirable and which shall not adversely affect the interests of the holders
      of
      Right Certificates (other than an Acquiring Person or an Affiliate or Associate
      of an Acquiring Person). 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 29, and if requested by the
      Rights Agent, an opinion of counsel, the Rights Agent shall execute such
      supplement or amendment unless the Rights Agent shall have determined in good
      faith that such supplement or amendment would adversely affect its interests
      under this Rights Agreement. Prior to the Distribution Date, the interests
      of
      the holders of Rights shall be deemed coincident with the interests of the
      holders of Common Stock.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    30. Successors.

     

    All
      of
      the covenants, and provisions of this Rights 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.

     

    31. Benefits
      of this Rights Agreement.

     

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

     

    32. California
      Contract.

     

    This
      Rights Agreement and each Right Certificate issued hereunder shall be deemed
      to
      be a contract made under the laws of the State of California and for all
      purposes shall be governed by and construed in accordance with the laws of
      such
      state applicable to contracts to be made solely by California residents and
      performed entirely within such state; except 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.

     

    33. Counterparts.

     

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

     

    34. Descriptive
      Headings.

     

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

     

    35. Severabi1ity.

     

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

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    


     

    


     

     

    


     

    [Page
      Intentionally Left Blank]

     

     

     

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


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

     

    
      	 	 
	
              ATTEST:

            	
              SUREWEST
                COMMUNICATIONS,

            
	 	
              a
                California corporation

            
	 	 
	 	 
	
              By: 
                /s/ Scott Sommers

            	
              By: 
                /s/ Philip Grybas

            
	
              Name:
                Scott Sommers

            	
              Name:
                Philip Grybas

            
	
              Title:
                VP and Treasurer

            	
              Title:
                Senior VP and CFO

            
	 	 
	 	 
	
              ATTEST:

            	
              AMERICAN
                STOCK TRANSFER & TRUST COMPANY

            
	 	 
	 	 
	 	 
	 	 
	
              By: 
                /s/ Susan Silber

            	
              By: 
                /s/ Herbert J. Lemmer

            
	
              Name:
                Susan Silber

            	
              Name:
                Herbert J. Lemmer

            
	
              Title:
                Assistant Secretary

            	
              Title:
                Vice President

            


    

    


    


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A 

     

    [Form
      of
      Right Certificate]

     

    
      	
              Certificate
                No. __

            	
              __________
                Rights

            


    

    


     

    NOT
      EXERCISABLE AFTER MARCH 10, 2018 OR EARLIER IF REDEEMED OR EXCHANGED. AT THE
      OPTION OF THE COMPANY, THE RIGHTS MAY BE REDEEMED AT $0.01 Of PER RIGHT OR
      EXCHANGED FOR COMMON STOCK ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
      IN
      THE EVENT THAT THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE ISSUED TO A PERSON
      WHO IS AN ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON
      OR A TRANSFEREE OF THE RIGHTS PREVIOUSLY OWNED BY SUCH PERSONS, THIS RIGHT
      CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE SUBJECT TO CERTAIN
      LIMITATIONS IN THE CIRCUMSTANCES SPECIFIED IN SECTION 11(a)(ii) OF THE RIGHTS
      AGREEMENT.

     

    RIGHT
      CERTIFICATE

     

    SUREWEST
      COMMUNICATIONS

     

    This
      certifies that ______________________________, or registered assigns, is the
      registered owner of the number of Rights set forth above, each of which entitles
      the owner thereof, subject to the terms, provisions and conditions of the Rights
      Agreement, originally dated as of March 12, 1998, as amended and restated as
      of
      March 10, 2008 (as amended and restated, the “Rights Agreement”), between
      SUREWEST COMMUNICATIONS, a California corporation formerly known as Roseville
      Communications Company (the “Company”), and AMERICAN STOCK TRANSFER & TRUST
      COMPANY (the “Rights Agent”), to purchase from the Company at any time after the
      Distribution Date (as such term is defined in the Rights Agreement) and prior
      to
      5:00 P.M. (San Francisco time) on March 10, 2018 at the office of the
      Rights Agent, or its successors as Rights Agent, designated for such purposes,
      one fully paid and nonassessable share of Common Stock of the Company (“Common
      Stock”) at a purchase price of $90.00 per share, as the same may from time to
      time be adjusted in accordance with the Rights Agreement (“Purchase Price”),
      upon presentation and surrender of this Right Certificate with the Form of
      Election to Purchase duly executed.

     

    As
      provided in the Rights Agreement, the Purchase Price and the number of shares
      of
      Common Stock which may be purchased upon the exercise of the Rights evidenced
      by
      this Right Certificate are subject to modification and adjustment upon the
      happening of certain events and, upon the happening of certain events,
      securities other than shares of Common Stock, or other property, may be acquired
      upon exercise of the Rights evidenced by this Right Certificate, as provided
      in
      the Rights Agreement.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    This
      Right Certificate is subject to all of the terms, covenants and restrictions
      of
      the Rights Agreement, which terms, covenants and restrictions are 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 of the Rights Agent, the Company
      and
      the holders of record of the Right Certificates. Copies of the Rights Agreement
      are on file at the principal executive office of the Company.

     

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

     

    Subject
      to the provisions of the Rights Agreement, at any time prior to the earlier
      of
      (i) the occurrence of a Stock Acquisition Date (as such term is defined in
      the Rights Agreement) or (ii) the Final Expiration Date, the Rights evidenced
      by
      title Certificate may be redeemed by the Company at its option at a redemption
      price of $0.01 per Right or exchanged by the Company at its option in whole
      or
      in part for shares of Common Stock.

     

    No
      fractional shares of Common Stock shall be issued upon the exercise or exchange
      of any Right or Rights evidenced hereby, and in lieu thereof as provided in
      the
      Rights Agreement, fractions of shares of Common Stock shall receive an amount
      in
      cash equal to the same fraction of the then Current Market Price (as such term
      is defined in the Rights Agreement) of a share of Common Stock.

     

    No
      holder
      of this Right Certificate, as such, shall be entitled to vote or receive
      dividends or be deemed for any purpose the holder 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, as any of the rights
      of
      a shareholder of the Company or any right to vote in 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 (other than certain actions specified
      in
      the Rights Agreement) or to receive dividends or subscription rights, or
      otherwise, until the Right or Rights evidenced by this Right Certificate shall
      have been exercised or exchanged as provided in the Rights
      Agreement.

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    WITNESS
      the facsimile signature of the proper officers of the Company and its corporate
      seal. Dated as of March 13, 1998.

     

    
      	
              ATTEST:

            	
              SUREWEST
                COMMUNICATIONS

            
	 	
              (formerly
                Roseville Communications 

            
	 	
              Company)

            
	______________________________________	 
	
              Secretary

            	
              By:        
                ___________________________________

            
	 	
              Title:

            
	 	 
	 	 
	
              COUNTERSIGNED:

            	 
	 	 
	 	 
	
              By           ____________________________________

            	 
	
              Authorized
                Signature

            	 


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A
      - FORM OF
      REVERSE
      SIDE OF RIGHT CERTIFICATE

     

    FORM
      OF
      ASSIGNMENT

     

    (To
      be
      executed by the registered holder if such holder desires to transfer the Right
      Certificate.)

     

    FOR
      VALUE
      RECEIVED ______________________________ hereby sells, assigns and transfers
      unto

      
        

      

      
        

      

    

    (Please
      print name and address of transferee)

    


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

     

    
      	
              Dated:
                ____________________________________

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

     

    _____________________________________________

     

    The
      undersigned hereby certifies that the Rights evidenced by this Right Certificate
      are not beneficially owned by an Acquiring Person or an Affiliate or Associate
      thereof (as defined in the Rights Agreement).

     

    
      	 	________________________________________
	 	
              Signature

            


    

    


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    FORM
      OF
      ELECTION TO PURCHASE 

     

    (To
      be
      executed if holder desires to exercise

    Rights
      represented by the Right Certificate.)

     

    To: SUREWEST
      COMMUNICATIONS

     

    The
      undersigned hereby irrevocably elects to exercise Rights represented by this
      Right Certificate to purchase the Common Shares issuable upon the exercise
      of
      the Rights (or such other securities of the Company or of any other person
      that
      may be issuable upon the exercise of the Rights) and requests that certificates
      for such shares (or other securities) be issued in the name of and delivered
      to:

     

    
      	 
	
              (Please
                print name and address)

            
	 
	 
	
              (Please
                insert social security or other identifying
                number)

            


    

     

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

     

    
      	 
	
              (Please
                print name and address)

            
	 
	 
	
              (Please
                insert social security or other identifying
                number)

            


    

     

    Dated: ____________________,
      _____

     

    Signature: ____________________

     

    Signature
      Guaranteed:

     

    CERTIFICATE

     

    The
      undersigned hereby certifies by checking the appropriate boxes
      that:

     

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

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

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

     

    Dated: ____________________,
      _____

     

    Signature: ____________________

     

    Signature
      Guaranteed:

     

    NOTICE

     

    The
      signatures 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.

     

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    SUREWEST
      COMMUNICATIONS

    OVERVIEW
      OF THE SHAREHOLDER RIGHTS PLAN

     

    The
      following is a general overview of the principal aspects of the Shareholder
      Rights Plan adopted by the Board of Directors of SureWest Communications
      (formerly Roseville Communications Company) (the “Company”). A more detailed
      summary of the terms of the Plan is attached.

     

    Purpose
      of the Plan. The
      Plan
      is designed to protect the interests of SureWest Communications shareholders
      in
      the event of an unsolicited takeover attempt. It is intended to encourage a
      potential acquiror to work with SureWest Communication’s Board of Directors to
      determine if a business combination is in the best long-term interests of the
      shareholders, and if so, to negotiate a fair price that adequately reflects
      the
      Company’s long-term potential value. It is not intended to prevent a takeover,
      but rather to prevent abusive takeover tactics.

     

    In
      today’s unsettled stock markets, there exists a risk of acquisition attempts at
      unfair and inadequate prices. In addition, open-market accumulations of large
      blocks of stock and partial or two-tier offers that do not treat shareholders
      equally can deprive shareholders of the full value of their shares. SureWest
      Communication’s Board believes the Plan will provide the Board the ability to
      guard against these tactics.

     

    Deterrent
      Effect of the Plan. If
      a
      potential acquiror attempts to takeover SureWest Communications without the
      approval of the Board of Directors, the Plan provides that, when certain events
      occur, shareholders (other than the acquiror) will have the right to purchase
      SureWest Communications stock at a 50 percent discount from market value.
      Exercise of the Rights under these circumstances would dilute the acquiror’s
      interest and result in additional outstanding shares that then also would have
      to be purchased by the acquiror to gain Ownership of SureWest Communications.
      In
      this way, the dilutive impact of the Rights would make a non-negotiated takeover
      attempt more expensive, which should deter hostile acquisition
      attempts.

     

    It
      is
      important to note the Shareholder Rights Plan will not preclude either a proxy
      contest or a tender or exchange offer for all shares of the Company if that
      offer is determined by the Board of Directors to be both adequate and otherwise
      in the best interests of the Company and its shareholders. Accordingly, the
      Shareholder Rights Plan should not deter a prospective offeror willing to
      negotiate in good faith with the Board of Directors. The Board believes such
      a
      course is preferable to hostile actions calculated to deprive the Board and
      shareholders of their ability to determine the Company’s destiny and,
      potentially, to favor some shareholders at the expense of others.

     

    Reason
      for the Board’s Adoption of the Plan. The
      Board
      did not adopt the Shareholder Rights Plan in response to any specific effort
      to
      acquire control of the Company. The Board adopted the Shareholder Rights Plan
      in
      the belief it provides the best available means of protecting your right to
      retain the full value of your equity investment in the Company.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    Description
      of the Rights Distributed to Shareholders. The
      Plan
      adopted by the Board provides that each SureWest Communications shareholder
      of
      record on March 13, 1998 will receive one Right for each share of SureWest
      Communications Common Stock owned on that date. Initially, each Right will
      entitle the holder to purchase one share of SureWest Communications Common
      Stock
      for $90. The Rights will trade automatically with the Company’s Common Stock and
      are not initially exercisable. The Rights only become exercisable if and when
      the circumstances addressed by the Shareholder Rights Plan arise.

     

    Generally
      speaking, there are two different events that could result in the Rights
      becoming exercisable. One event is any accumulation by a potential acquiror
      of
      20 percent or more of SureWest Communications Common Stock. The other event
      would be an announcement by a potential acquiror of a tender or exchange offer
      that would result in the acquiror’s ownership of 20 percent or more of SureWest
      Communications Common Stock, in which case the Rights would become exercisable
      10 days after the announcement, or such later date as the Board may decide.
      Once
      exercisable, the Rights would trade separately from the Common Stock and you
      would receive by mail a separate Right Certificate from SureWest
      Communications.

     

    Events
      Triggering the 50 Percent Discount. The
      Rights change from the right to buy one share for $90 to the right to buy $180
      worth of stock for the same $90 if a potential acquiror acquires 20 percent
      or
      more of SureWest Communications Common Stock or if the acquiror merges with
      SureWest Communications or engages in other types of business combinations
      or
“self-dealing” transactions with SureWest Communications.

     

    Effect
      of a Merger of SureWest Communications into Another Company.
If
      an
      acquiror has purchased 20 percent or more of SureWest Communications Common
      Stock and SureWest Communications is then merged into another company, the
      Rights would change into rights to purchase $180 worth of Common Stock of the
      acquiring company for a price of $90. For example, if the acquiring company’s
      common stock is trading at $50 a share and a shareholder exercises the Right
      for
      $90, he or she would receive four shares of the acquiring company’s
      stock.

     

    Not
      an Impediment to Fair Deals. The
      Board
      adopted the Shareholder Rights Plan to encourage fair negotiations between
      a
      potential acquiror and the Board and to prevent abusive takeover tactics. The
      Rights will not impede an acquisition plan which the Board determines to have
      a
      purchase price representing fair value for SureWest Communications shareholders
      and is otherwise in the best long-term interests of the Company and the
      shareholders.

     

    Transferability
      of Rights Before They Become Exercisable. If
      you
      sell your shares of SureWest Communications Common Stock before the Rights
      become exercisable, your Rights would be sold with your Common Stock and would
      belong to the purchaser of your stock.

     

    Effect
      of Rights on Stock Value. Your
      current holdings are not affected by the Shareholder Rights Plan. The issuance
      of the Rights will not weaken SureWest Communications financial strength in
      any
      way. Since the Rights become exercisable only if a potential acquiror attempts
      any of the transactions mentioned above, the Rights do not have any immediate
      dilutive effect nor do they affect reported earnings per share.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Calculation
      of Exercise Price. The
      Board
      of Directors determined that $90 for each share of SureWest Communications
      Common Stock is a fair estimation of the long-term value of SureWest
      Communications Common Stock.

     

    Tax
      Effects.
      The
      initial distribution of the Rights should have no federal income tax
      implications.

     

     

    
      
        
        

      

      
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    SureWest
      Communications

    SUMMARY
      OF TERMS OF SHAREHOLDER RIGHTS PLAN.

     

     

    
      	
              1.

            	
              Nature
                of Right:

            	
              When
                exercisable, each Right initially will entitle the holder to purchase
                one share of the Common Stock of SureWest
                Communications (the
                “Company”) for $90.

            
	 	 	 
	
              2.

            	
              Means
                of Distribution:

            	
              The
                Rights were distributed to holders of the Company’s outstanding Common
                Stock on March 13, 1998 as a dividend of one Right for each share
                of
                Common Stock. The Rights also attach to all future issuances of Common
                Stock.

            
	 	 	 
	
              3.

            	
              Exercisability:

            	
              Rights
                become exercisable for one share on the earlier of: (i) the acquisition
                of, or the public announcement of the intent of any person or group
                (an
                “Acquiring Person”) to acquire, without the approval of the Board of
                Directors (the “Board”), beneficial ownership of 20% or more of the
                Company’s outstanding Common Stock, or (ii) the tenth day (unless
                extended, by the Board) following the commencement of, or announcement
                of
                an intention to commence, a tender offer which would result in the
                offeror
                owning 20% or more of the outstanding Common Stock of the Company
                (the
                earliest of such dates is referred to as the “Initial Exercise Date”).
                Rights may be transferred separately from the Common Stock once they
                are
                exercisable.

            
	 	 	 
	
              4.

            	
              Exercise
                Price:

            	
              $90
                per share, which is the amount that in the judgment of the Board
                represents the long-term value of a share of SureWest Communications
                Common Stock (the “Exercise Price”).

            
	 	 	 
	
              5.

            	
              Term:

            	
              The
                Rights will expire on March 10, 2018, unless earlier redeemed or
                exchanged
                by the Company as described below.

            
	 	 	 
	
              6.

            	
              Redemption
                of Rights:

            	
              The
                Board may redeem the Rights at a price of $0.01 per Right at any
                time
                until the date a person becomes an Acquiring Person (the “Stock
                Acquisition Date”).

            
	 	 	 
	
              7.

            	
              Rights
                in Event of Business Combination:

            	
              If
                after the Initial Exercise Date the Company or more than 50% of its
                assets
                is acquired in a merger or similar transaction, each holder of a
                Right may
                purchase for $90 a number of shares of common stock of the acquiring
                company having a current market value equal to $180. Both the initial
                Exercise Price of $90 per share and the number of shares purchasable
                through exercise of a Right are subject to adjustment for stock splits,
                reverse stock splits, stock dividends,
                etc.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	
              8.

            	
              Rights
                in Event of Self-Dealing Transaction or Acquisition of Substantial
                Amount
                of Common Stock:

            	
              If
                an Acquiring Person engages in certain self-dealing transactions
                with the
                Company, or a person becomes the beneficial owner of 20% or more
                of the
                outstanding Common Stock, each holder of a Right may purchase for
                $90 a
                number of shares of Common Stock with a market value equal to $180.
                If
                insufficient authorized shares of Common Stock are available for
                issuance,
                the Company will deliver to the Rights holders cash or other property
                so
                that the aggregate value received is equal to $180.

            
	 	 	 
	 	 	
              Self-dealing
                transactions are defined to include a merger of an Acquiring Person,
                into
                the Company in which the Common Stock remains outstanding and unchanged,
                the issuance of securities of the Company to an Acquiring Person,
                the
                transfer of assets to an Acquiring Person on other than an arm’s length
                basis, and similar transactions on terms not approved by the
                Board.

            
	 	 	 
	
              9.

            	
              Exchange
                Option:

            	
              In
                the event (i) any person or group becomes an Acquiring Person or
                (ii) any
                of the types of transactions, acquisitions, combinations or other
                events
                described in item 8 above occurs, the Board may require all or any
                portion
                of the outstanding Rights to be exchanged for Common Stock on a pro
                rata
                basis at the rate of one share of Common Stock per outstanding Right.
                However, the Rights held by any Acquiring Person would not be included
                in
                the exchange.

            
	 	 	 
	
              10.

            	
              Voting
                Power of Rights:

            	
              The
                Rights themselves do not entitle the holder to any voting
                rights.

            
	 	 	 
	
              11.

            	
              Amendment
                of Rights:

            	
              Until
                the Initial Exercise Date, the Company may amend the Rights in any
                manner.
                After the Initial Exercise Date, the Company may amend the Rights
                in any
                manner that does not adversely affect the interests of the holders
                of the
                Rights.

            


    

    


    
      
        
        

      

      
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