exhibit4_1rightsagreement.htm


    
      

      

    

     

     

     

     

     

    URSTADT
BIDDLE PROPERTIES INC.

     

    and

     

    THE BANK
OF NEW YORK

     

    as Rights
Agent

     

    _________________________

     

    Rights
Agreement

     

    Dated as
of  July 18, 2008

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS


    
      	
              Section 1.

            	
              CERTAIN
      DEFINITIONS

            	
              1

            
	
              Section
      2.

            	
              EFFECTIVENESS
      OF AGREEMENT; APPOINTMENT OF RIGHTS AGENT

            	
              5

            
	
              Section
      3.

            	
              ISSUE
      OF RIGHT CERTIFICATES

            	
              5

            
	
              Section
      4.

            	
              FORM
      OF RIGHT CERTIFICATES

            	
              7

            
	
              Section
      5.

            	
              COUNTERSIGNATURE
      AND REGISTRATION

            	
              7

            
	
              Section
      6.

            	
              TRANSFER,
      SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT CERTIFICATES; MUTILATED,
      DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES

            	
              8

            
	
              Section
      7.

            	
              EXERCISE
      OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS

            	
              9

            
	
              Section
      8.

            	
              CANCELLATION
      OF RIGHT CERTIFICATES

            	
              10

            
	
              Section
      9.

            	
              RESERVATION
      AND AVAILABILITY OF SHARES; COVENANTS

            	
              11

            
	
              Section
      10.

            	
              PREFERRED
      SHARES RECORD DATE; ETC

            	
              12

            
	
              Section
      11.

            	
              ANTIDILUTION
      ADJUSTMENTS

            	
              13

            
	
              Section
      12.

            	
              CERTIFICATE
      OF ADJUSTMENTS; WRITTEN NOTICE

            	
              21

            
	
              Section
      13.

            	
              CONSOLIDATION,
      MERGER, SHARE EXCHANGE OR SALE OR TRANSFER OF ASSETS OR EARNING
      POWER

            	
              21

            
	
              Section
      14.

            	
              FRACTIONAL
      RIGHTS AND FRACTIONAL SHARES

            	
              23

            
	
              Section
      15.

            	
              RIGHTS
      OF ACTION

            	
              24

            
	
              Section
      16.

            	
              AGREEMENT
      OF RIGHT HOLDERS

            	
              25

            
	
              Section
      17.

            	
              RIGHT
      CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER

            	
              25

            
	
              Section
      18.

            	
              CONCERNING
      THE RIGHTS AGENT

            	
              26

            
	
              Section
      19.

            	
              MERGER
      OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT

            	
              26

            
	
              Section
      20.

            	
              DUTIES
      OF RIGHTS AGENT

            	
              27

            
	
              Section
      21.

            	
              CHANGE
      OF RIGHTS AGENT

            	
              29

            
	
              Section
      22.

            	
              ISSUANCE
      OF NEW RIGHT CERTIFICATES

            	
              30

            
	
              Section
      23.

            	
              REDEMPTION
      AND TERMINATION

            	
              30

            
	
              Section
      24.

            	
              NOTICE
      OF PROPOSED ACTIONS

            	
              31

            
	
              Section
      25.

            	
              NOTICES

            	
              32

            
	
              Section
      26.

            	
              SUPPLEMENTS
      AND AMENDMENTS

            	
              33

            
	
              Section
      27.

            	
              SUCCESSORS

            	
              34

            
	
              Section
      28.

            	
              DETERMINATION
      AND ACTIONS BY THE DIRECTORS; ETC

            	
              34

            
	
              Section
      29.

            	
              BENEFITS
      OF THIS AGREEMENT

            	
              34

            
	
              Section
      30.

            	
              GOVERNING
      LAW

            	
              34

            
	
              Section
      31.

            	
              COUNTERPARTS

            	
              34

            
	
              Section
      32.

            	
              DESCRIPTIVE
      HEADINGS

            	
              35

            
	
              Section
      33.

            	
              SEVERABILITY

            	
              35

            
	
              EXHIBIT
      A

            	
              ARTICLES
      SUPPLEMENTARY

            	 
      
	
              EXHIBIT
      B

            	
              FORM
      OF RIGHT CERTIFICATE

            	 
      


    




    
      
         


      

      
         


        
          

        

      

      
         


      

    


    RIGHTS
AGREEMENT

     

    RIGHTS
AGREEMENT (this “Agreement”) dated as of July 18, 2008, between URSTADT BIDDLE
PROPERTIES INC., a Maryland corporation (the “Corporation”), and THE BANK OF NEW
YORK, a New York banking corporation (the “Rights Agent”).

     

    W I T N E
S S E T H

     

    WHEREAS,
the Corporation previously entered into that certain Rights Agreement, dated as
of July 31, 1998, by and between the Corporation and The Bank of New York, as
Rights Agent (the “Rights Agent”), as amended by that certain Amendment to
Rights Agreement, dated as of September 22, 1999, by and between the Corporation
and the Rights Agent (as so amended, the “Prior Rights Agreement”), pursuant to
which rights (collectively, the “Prior Rights”) to purchase one one hundredth of
a share of the Corporation’s Series A Participating Preferred Shares were issued
in respect of, and are currently evidenced by the certificates representing, the
shares of the Corporation’s Common Stock, par value $.01 per share (the
“Original Common Shares”) and the shares of the Corporation’s Class A Common
Stock, par value $.01 per share (the “Class A Common Shares”);

     

    WHEREAS,
pursuant to the Prior Rights Agreement, the Prior Rights shall expire at the
close of business on November 12, 2008 (the “Current Expiration
Date”);

     

    WHEREAS,
the Board of Directors of the Corporation (the “Board”) has authorized the
issuance of, and agreed to issue, one right (as such number may be adjusted in
accordance with Sections 11(i) or 11(o) hereof) to purchase one one-hundredth of
a share of the Corporation’s Series A Participating Preferred Shares in respect
of every Original Common Share and every Class A Common Share outstanding as of
the close of business on the Current Expiration Date (collectively, the
“Rights,” and individually a “Right”), which Rights initially shall be evidenced
by the certificates representing the Original Common Shares and Class A Common
Shares and shall be subject to the terms and conditions of this Agreement;
and

     

    WHEREAS,
the Board has authorized the issuance of, and agreed to issue, one Right (as
such number may be adjusted in accordance with Sections 11(i) or 11(o) hereof)
for every Original Common Share and for every Class A Common Share issued
between the Declaration Date (as defined herein) and the Distribution Date (as
defined herein); and

     

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

     

    
      	
              SECTION
      1.

            	
                  
      CERTAIN DEFINITIONS.

            


    

     

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

     

    (a) The term
“Acquiring Person” shall mean any Person who or which, together with all
Affiliates of such Person, shall be the Beneficial Owner of 10% or more of the
total combined voting power of the outstanding Common Shares; provided, however,
that none of the Corporation, any Wholly Owned Subsidiary of the Corporation, or
any employee benefit plan of the Corporation, or any trustee of, or member of a
committee having voting or investment power over Common Shares held by any
employee benefit plan of the Corporation acting in such capacity, or any
Exempted Person shall be an “Acquiring Person” for any purpose of this
Agreement.

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


     

    (b) The term
“Affiliate,” with respect to any Person, shall mean any other Person who is, or
would be deemed to be, an “affiliate” or an “associate” of such Person within
the respective meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), as such Rule is in effect on the Declaration Date.

     

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

     

    
      	
              (i)  

            	
              which
      such Person or any of such Person’s Affiliates has “beneficial ownership”
      of within the meaning of Rule 13d-3 of the General Rules and Regulations
      under the Exchange Act (or any successor
rule);

            


    

     

    
      	
              (ii)  

            	
              which
      such Person or any of such Person’s Affiliates has (A) the right to
      acquire (whether such right is exercisable immediately or after the
      passage of time) pursuant to any agreement, arrangement or understanding
      (whether or not in writing) or upon the exercise of conversion, exchange
      or other rights (other than the Rights), warrants or options, or
      otherwise; or (B) the right to vote pursuant to any agreement, arrangement
      or understanding (whether or not in writing);
or

            


    

     

    
      	
              (iii)  

            	
              which
      are beneficially owned, directly or indirectly, by any other Person or any
      Affiliate of such Person with which such Person or any of such Person’s
      Affiliates has any agreement, arrangement or understanding (whether or not
      in writing), for the purpose of acquiring, holding, voting (except as
      provided in clause (B) below) or disposing of any securities of the
      Corporation.

            


    

     

    For
purposes of this subsection (c), a Person shall not be deemed the “Beneficial
Owner” of or to “beneficially own,” (A) securities tendered pursuant to a tender
or exchange offer made by such Person or such Person’s Affiliates until such
tendered securities are accepted for purchase or exchange, (B) any security that
is the subject of any agreement, arrangement or understanding which (1) arises
solely from a revocable proxy given in response to a public proxy or consent
solicitation made pursuant to, and in accordance with, the applicable proxy
solicitation rules and regulations promulgated under the Exchange Act and (2) is
not also then reportable on Schedule 13D under the Exchange Act (or any
comparable or successor report).

     

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

     

    (e) The term
“close of business” on any day shall mean 5:00 P.M., New York City time, on such
day; provided, however, that if such day is not a Business Day, it shall mean
5:00 P.M., New York City time, on the next succeeding Business Day.

     

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      (f) The term
“Common Shares” shall mean the Original Common Shares and the Class A Common
Shares.

    

     

    (g) The term
“Common Stock” when used with respect to any Person other than the Corporation
shall mean the capital stock with the greatest voting power or the equity
securities or other equity interests having the power to control or direct the
management and affairs of such Person, or if such Person is a Subsidiary of
another Person, the Person who ultimately controls such first mentioned Person
and which has outstanding such Common Stock (or other equity
securities).

     

    (h) The term
“Common Share Event” shall mean the occurrence of any event described in (I)
Section 11(a)(ii) hereof or (II) clauses (a), (b) or (c) of the first sentence
of Section 13 hereof.

     

    (i) The term
“Continuing Director” shall mean any Director of the Corporation who (i) is not
an Acquiring Person or an Affiliate of an Acquiring Person and (ii) either was
(A) a member of the Board of Directors of the Corporation on the Declaration
Date, (B) nominated for his or her initial term of office by a majority of the
Continuing Directors in office at the time of such nomination or (C) nominated
for his or her initial term of office by a majority of the members of the
Nominating and Corporate Governance Committee who were Continuing Directors in
office at the time of such nomination.

     

    (j) The term
“Declaration Date” shall mean November 12, 2008 and shall be the effective date
of this Agreement.

     

    (k) The term
“Disqualified Transferee” shall mean any Person who is a transferee of any
Rights from an Acquiring Person or an Affiliate of an Acquiring Person and
becomes such a transferee (x) after the occurrence of a Common Share Event or
(y) prior to or concurrently with the Acquiring Person becoming such and
received such Rights pursuant to a transfer (whether or not for value) (A) from
the Acquiring Person to holders of its Common Stock or other equity securities
or to any Person with whom the Acquiring Person has any continuing agreement,
arrangement or understanding regarding the transferred Rights or (B) which a
majority of the Directors then in office determine is part of a plan,
arrangement or understanding which has as a primary purpose or effect the
avoidance of Section 7(e) hereof.

     

    (l) The term
“Distribution Date” shall mean the close of business on the date which is the
earlier of the tenth Business Day following (x) a Share Acquisition Date or (y)
the Offer Commencement Date.

     

    (m) The term
“Exempted Person” shall mean (i) Charles J. Urstadt; (ii) any Immediate Relative
of Charles J. Urstadt (defined as his spouse, any of his children or any of
their spouses, any of his grandchildren or any of their spouses); or (iii) any
trust, corporation, partnership, limited liability company or other entity or
organization controlled by Charles J. Urstadt or any Immediate Relative of
Charles J. Urstadt or in which Charles J. Urstadt or any Immediate Relative of
Charles J. Urstadt has any economic, beneficial or other interest.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (n) The term
“Offer Commencement Date” shall mean the date of the commencement of a tender or
exchange offer by any Person, other than the Corporation, a Wholly Owned
Subsidiary of the Corporation or any employee benefit plan of the Corporation or
of a Wholly Owned Subsidiary of the Corporation or any Exempted Person if, upon
consummation thereof, the Person and Affiliates thereof would be the Beneficial
Owner of 30% or more of the then outstanding Common Shares (including any such
date which is after the date of this Agreement and prior to the issuance of the
Rights).

     

    (o) The term
“Person” shall mean a corporation, association, partnership, joint venture,
trust, organization, business, limited liability company, individual or
government or any governmental agency or political subdivision thereof, as well
as any syndicate or group deemed to be a person under Section 14(d)(2) of the
Exchange Act.

     

    (p) The term
“Preferred Shares” shall mean the Series A Participating Preferred Shares, par
value $.01 per share, of the Corporation, having the rights and preferences set
forth in the form of the Articles Supplementary attached hereto as Exhibit
A.

     

    (q) The term
“Share Acquisition Date” shall mean the first date of public announcement by the
Corporation or an Acquiring Person (or an Affiliate thereof) that an Acquiring
Person has become such (including the first date on which any filing with any
governmental authority disclosing that an Acquiring Person has become such
becomes available to the public).

     

    (r) The term
“Subsidiary” shall mean any person of which the Corporation (or other specified
parent) now or hereafter shall directly, or indirectly through a Subsidiary or
Subsidiaries, at the time own at least a majority of the outstanding capital
stock (or other shares of beneficial interest) entitled to vote generally, or
hold at least a majority of partnership or similar interests, or be a general
partner or managing member. The term “Wholly Owned Subsidiary” shall mean any
Subsidiary of which (i) all of the outstanding capital stock (or other shares of
beneficial interest) entitled to vote generally other than directors’ qualifying
shares, is owned by the Corporation (or other specified Person) directly, or
indirectly through one or more Wholly Owned Subsidiaries, or (ii) the sole
general partner or managing member is the Corporation.

     

    (s) The
following terms defined elsewhere in this Agreement in the Sections set forth
below shall have the respective meanings therein defined:

     

    
      	
              Term

            	
              Definition

            
	 
      	 
      
	
              “Act”

            	
              Section
      9(e)

            
	
              “Class
      A Common Shares”

            	
              Preamble

            
	
              “Closing
      Price”

            	
              Section
      11(d)

            
	
              “Common
      Share Equivalents”

            	
              Section
      11(a)(iii)

            
	
              “Corporation”

            	
              Preamble

            
	
              “current
      market price”

            	
              Section
      11(d)

            
	
              “Current
      Value”

            	
              Section
      11(a)(iii)

            
	
              “Equivalent
      Preferred Share”

            	
              Section
      11(b)

            
	
              “Excess
      Amount”

            	
              Section
      11(a)(iii)

            
	
              “Exchange
      Act”

            	
              Section
      1(b)

            
	
              “Expiration
      Date”

            	
              Section
      7(a)

            
	
              “Officers’
      Certificate”

            	
              Section
      20(b)

            
	
              “Original
      Common Shares”

            	
              Preamble

            
	
              “Other
      Consideration”

            	
              Section
      6(a)

            
	
              “Purchase
      Price”

            	
              Section
      4(a)

            
	
              “Redemption
      Price”

            	
              Section
      23

            
	
              “Rights
      Certificate”

            	
              Section
      3(a)

            
	
              “Rights”

            	
              Preamble

            
	
              “Rights
      Agents”

            	
              Preamble;
      Section 21

            
	
              “Substitution
      Period”

            	
              Section
      11(a)(iii)

            
	
              “Trading
      Day”

            	
              Section
      11(d)

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    
      	
              SECTION
      2.  

            	
                  
      EFFECTIVENESS OF AGREEMENT; APPOINTMENT OF RIGHTS
  AGENT

            


    

     

    The
Corporation and the Rights Agent hereby agree that the effective date of this
Agreement shall be the Declaration Date. The Corporation hereby appoints the
Rights Agent to act as agent for the Corporation, and the Rights Agent hereby
accepts such appointment upon the terms and conditions hereof. With the consent
of the Rights Agent, the Corporation may from time to time appoint such
co-Rights Agents as it may deem necessary or desirable. The Rights Agent shall
have no duty to supervise, and shall in no event be liable for, the acts or
omissions of any such co-Rights Agent.

     

    
      	
              SECTION
      3.  

            	
                  
      ISSUE OF RIGHT CERTIFICATES.

            


    

     

    (a) Until the
Distribution Date (i) the Rights will be evidenced (subject to the provisions of
Section 3(b) hereof) by the certificates representing the Common Shares
registered in the names of the holders of the Common Shares (which certificates
shall be deemed also to be certificates for the associated Rights) and not by
separate Right Certificates and (ii) the Rights will be transferable only in
connection with the transfer of the associated Common Shares. The Corporation
shall give the Rights Agent prompt written notice of the Distribution
Date.  Until such notice is received by the Rights Agent, the Rights
Agent may presume conclusively for all purposes that the Distribution Date has
not occurred.  As soon as practicable after the Distribution Date, and
receipt of all relevant information and written notice of the Distribution Date
from the Corporation, the Rights Agent will, at the Corporation’s expense, send,
by first-class, postage prepaid mail, to each record holder of Common Shares as
of the close of business on the Distribution Date, at the address of such holder
shown on the register of shares of the Corporation, a right certificate, in
substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing
that number of Rights to which such holder is entitled in accordance with the
provisions of this Agreement. In the event that an adjustment in the number of
Rights per Common Share has been made pursuant to Sections 11(i) or 11(o)
hereof, at the time of distribution of the Right Certificates the Corporation
shall make the necessary and appropriate rounding adjustments (in accordance
with Section 14(a) hereof) so that Right Certificates representing only whole
numbers of Rights are distributed and cash is paid in lieu of any fractional
Rights. As of and after the Distribution Date, the Rights will be evidenced
solely by such Right Certificates. The Rights are exercisable only in accordance
with the provisions of Section 7 hereof and are redeemable only in accordance
with Section 23 hereof.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (b) Until the
earlier of the Distribution Date and the Expiration Date, the surrender for
transfer of any of the certificates representing Common Shares outstanding on
the Declaration Date shall also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate.

     

    (c) Rights
shall be issued in respect of all Common Shares issued after the Declaration
Date but prior to the earlier of the Distribution Date and the Expiration Date.
Certificates representing such Common Shares and certificates issued on transfer
of Common Shares after the Declaration Date but prior to the earlier to occur of
the dates mentioned in the preceding sentence shall be deemed also to be
certificates for the associated Rights, and shall bear the following legend (or
a legend substantially in the form thereof):

     

    This
certificate also evidences and entitles the holder hereof to certain Rights as
set forth in a Rights Agreement between the issuer and The Bank of New York, as
Rights Agent (the “Rights Agent”), dated as of July 18, 2008 (the “Rights
Agreement”), the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal offices of the issuer and the
designated office of the Rights Agent. Under certain circumstances, as set forth
in the Rights Agreement, such Rights will be evidenced by separate certificates
and will no longer be evidenced by this certificate. The Corporation will mail
to the holder of this certificate a copy of the Rights Agreement without charge
promptly after receipt of a written request therefor. Under certain
circumstances as set forth in the Rights Agreement, Rights issued to or held by
any Person who is, was or becomes an Acquiring Person or any Affiliate thereof
(as each such term is defined in the Rights Agreement), whether currently held
by or on behalf of such Person or by certain subsequent holders, may become null
and void.

     

    With
respect to certificates representing Common Shares (whether or not such
certificates include the foregoing legend) until the earlier of the Distribution
Date and the Expiration Date, the Rights associated with the Common Shares
represented by such certificates shall be evidenced by such certificates alone,
and the surrender for transfer of any of such certificates shall also constitute
the transfer of the Rights associated with the Common Shares represented by such
certificate.

     

    (d) In
addition, the Corporation agrees to issue one Right (as such number may be
adjusted in accordance with Sections 11(c) or 11(n) hereof) in conjunction with
the issuance of any Common Shares reserved for issuance on the Distribution Date
and issued (i) on or after the Distribution Date and (ii) prior to the
Expiration Date (such Rights to be issued to the Person to whom such Common
Shares are issued).

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      4.  

            	
                  
      FORM OF RIGHT CERTIFICATES.

            


    

     

    (a) The Right
Certificates (and the form of assignment and the form of election to purchase
and certificate to be printed on the reverse thereof) shall each be
substantially in the form set forth in Exhibit B hereto and may have such marks
of identification or designation and such legends, summaries or endorsements
printed thereon as the Corporation may deem appropriate (but which do not affect
the rights, duties or responsibilities of the Rights Agent) and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the Rights
may from time to time be listed, or to conform to usage. The Right Certificates
shall be in a machine printable format and in a form reasonably satisfactory to
the Rights Agent. Subject to the provisions of Sections 11 and 22 hereof, the
Right Certificates, whenever distributed, shall be dated as of the Declaration
Date, show the date of countersignature, and on their face shall entitle the
holders thereof to purchase such number of one one-hundredths of a Preferred
Share as shall be set forth therein at a price of $65 per each one-hundredth of
a share (the “Purchase Price”), but the amount and type of securities issuable
upon the exercise of each Right and the Purchase Price shall be subject to
adjustment as provided herein.

     

    (b) Any Right
Certificate issued pursuant to Sections 3(a) or 22 hereof that represents Rights
beneficially owned by (i) any Acquiring Person or Affiliate of an Acquiring
Person or (ii) any Disqualified Transferee, and any other Right Certificate
issued pursuant to Section 6 or 11 hereof upon the transfer, exchange,
replacement or adjustment of any such Right Certificate shall contain (to the
extent the Rights Agent has knowledge thereof and to the extent feasible) the
following legend (or a legend substantially in the form thereof):

     

    The
Rights represented by this Right Certificate are or were beneficially owned by a
Person who was or became an Acquiring Person or an Affiliate of an Acquiring
Person (as each such term is defined in the Rights Agreement). Accordingly, this
Right Certificate and the Rights represented hereby may become null and void in
the circumstances specified in Section 7(e) of the Rights
Agreement.

     

    The
Corporation shall instruct the Rights Agent in writing of the Rights which
should be so legended and shall supply the Rights Agent with such legended Right
Certificates.

     

    
      	
              SECTION
      5.  

            	
                  
      COUNTERSIGNATURE AND REGISTRATION.

            


    

     

    The Right
Certificates shall be executed on behalf of the Corporation by its Chairman of
the Board, its President or any Vice President, either manually or by facsimile
signature, and shall have affixed thereto the Corporation’s seal or a facsimile
thereof which shall be attested by the Secretary or an Assistant Secretary of
the Corporation, 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
Corporation who shall have signed any of the Right Certificates shall cease to
be such officer of the Corporation before countersignature by the Rights Agent
and issuance and delivery by the Corporation, such Right Certificates,
nevertheless, may be countersigned by the Rights Agent, 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 Corporation; and any Right
Certificate may be signed on behalf of the Corporation by any person who, at the
actual date of the execution of such Right Certificate, shall be a proper
officer of the Corporation to sign such Right Certificate, although at the date
of the execution of this Rights Agreement any such person was not such an
officer.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    Following
the Distribution Date, the Rights Agent will keep or cause to be kept, at that
office of the Rights Agent designated for such purpose, 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 and
the number of Rights evidenced on its face by each of the Right
Certificates.

     

    
      	
              SECTION
      6.  

            	
                  
      TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT CERTIFICATES;
      MUTILATED, DESTROYED, LOST OR STOLEN RIGHT
  CERTIFICATES.

            


    

     

    (a) Subject
to the provisions of Sections 4(b), 7(e) and 14 hereof, at any time after the
close of business on the Distribution Date, and at or prior to the Expiration
Date, any Right Certificate or Right Certificates may be transferred, split up,
combined or exchanged for another Right Certificate or Right Certificates
entitling the registered holder to purchase a like number of one one-hundredths
of a Preferred Share (or, following a Common Share Event, Common Shares and/or
such other securities, cash or other property as shall be issuable in respect of
the Rights in accordance with the terms of this Agreement (such other
securities, cash or other property being referred to herein as “Other
Consideration”)), as the Right Certificate or Right Certificates surrendered
then entitled such holder to purchase. Any registered holder desiring to
transfer, 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 or Right Certificates to be transferred, split up, combined or
exchanged with the form of assignment and certificate appropriately completed
and executed, at the office of the Rights Agent designated for such
purpose.  The Right Certificates are transferable only on the registry
books of the Rights Agent.  The Corporation shall not be obligated to
take any action whatsoever with respect to the transfer of any such surrendered
Right Certificate or Certificates until the registered holder thereof shall have
(i) completed and signed the certificate contained in the form of assignment set
forth on the reverse side of each such Right Certificate and (ii) provided such
additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner) thereof and of the Rights evidenced thereby and the Affiliates
and Associates of such Beneficial Owner (or former Beneficial Owner) as the
Corporation or the Rights Agent shall reasonably request.  Thereupon,
subject to Sections 4(b) and 7(e) hereof, the Corporation shall execute and the
Rights Agent countersign and deliver to the person entitled thereto a Right
Certificate or Right Certificates, as the case may be, as so requested. The
Corporation may require payment by the holders of Rights 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 which the
Corporation is not required to pay in accordance with Section 9(d)
hereof.  The Rights Agent shall have no duty or obligation under any
Section of this Agreement requiring the payment of taxes and/or governmental
charges unless and until it is satisfied that all such taxes and/or governmental
charges have been paid.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
              SECTION
      7.  

            	
                 
      EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF
    RIGHTS.

            


    

     

    (a) Except as
otherwise provided herein, the registered holder of any Right Certificate may
exercise the Rights evidenced thereby in whole or in part at any time from and
after the Distribution Date and prior to the earliest of (i) the close of
business on November 11, 2018 (which date may be extended pursuant to Section
26) or (ii) the time at which the Rights are redeemed as provided in Section 23
hereof (such earlier time being herein referred to as the “Expiration Date”). At
the Expiration Date, all rights will be extinguished and all Right Certificates
shall become null and void. To exercise Rights, the registered holder of the
Right Certificate evidencing such Rights shall surrender such Right Certificate,
with the form of election to purchase and certificate on the reverse side
thereof duly executed, to the Rights Agent at the office of the Rights Agent
designated for such purpose, together with payment in cash, or by certified
check or bank check payable to the order of the Corporation, of the Purchase
Price with respect to the total number of one one-hundredths of a Preferred
Share (or, after a Common Share Event, Common Shares and/or Other Consideration)
as to which the Rights are exercised (which payment shall include any additional
amount payable by such Person in accordance with Section 9(d) hereof). The
Rights Agent shall promptly deliver to the Corporation all payments of the
Purchase Price received in respect of Right Certificates accepted for
exercise.

     

    (b) The
Purchase Price for each one-hundredth of a Preferred Share issuable pursuant to
the exercise of a Right shall initially be $65, shall be subject to adjustment
as provided in Section 11 hereof and shall be payable in lawful money of the
United States of America.

     

    (c) Upon
receipt of a Right Certificate representing the Rights, with the form of
election to purchase and certificate set forth on the reverse side thereof duly
executed, accompanied by payment of the Purchase Price and an amount equal to
any applicable transfer tax or evidence satisfactory to the Corporation of
payment of such tax, the Rights Agent, subject to Section 7(e), Section
11(a)(iii) and Section 20(k) hereof, shall thereupon promptly (i) if prior to a
Common Share Event, requisition from any transfer agent of the Preferred Shares
(or from the Corporation if there shall be no such transfer agent, or make
available if the Rights Agent is such transfer agent) certificates for the total
number of one one-hundredths of a Preferred Share to be purchased and the
Corporation hereby irrevocably authorizes such transfer agent to comply with any
such request, or if after a Common Share Event, requisition from the appropriate
person required to issue or deliver the Common Shares or Other Consideration
issuable pursuant to Section 11(a)(ii) or Section 13 certificates evidencing, or
other evidence of, such Common Shares or Other Consideration, (ii) after receipt
of such certificates or Other Consideration, 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 (iii) when
appropriate, requisition from the Corporation or other appropriate Person the
amount of cash to be paid in lieu of issuance of a fractional share in
accordance with Section 14 hereof and after receipt promptly deliver such cash
to or upon the order of the registered holder of such Right Certificate. After
the occurrence of a Common Share Event, the Corporation will make all necessary
arrangements so that the Common Shares and/or Other Consideration then
deliverable in respect of the Rights are available for distribution by the
Rights Agent. For purposes of this Section 7, the Rights Agent shall be entitled
to conclusively rely, and shall be fully protected in conclusively relying, on
an Officers’ Certificate from the Corporation to the effect that the
Distribution Date has occurred.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (d) Subject
to Sections 4(b), 7(e) and 14 hereof, 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 executed and delivered by the Corporation to the Rights
Agent and countersigned and delivered by the Rights Agent to the registered
holder of such Right Certificate or to his duly authorized assigns.

     

    (e) Notwithstanding
anything in this Agreement to the contrary, from and after the first occurrence
of a Common Share Event, any Rights beneficially owned by (i) an Acquiring
Person, (ii) an Affiliate of an Acquiring Person or (iii) a Disqualified
Transferee shall become null and void without any further action, and no holder
of such Rights shall have any rights whatsoever with respect to such Rights,
whether under any provision of this Agreement or otherwise. The Corporation
shall use all reasonable efforts to ensure that the provisions of this Section
7(e) and Section 4(b) hereof are complied with, but shall have no liability to
any holder of Right Certificates or other Person as a result of its failure to
make any determinations with respect to an Acquiring Person or its Affiliates or
Disqualified Transferees hereunder.

     

    (f) Notwithstanding
anything in this Agreement or any Right Certificate to the contrary, neither the
Rights Agent nor the Corporation shall be obligated to undertake any action with
respect to a registered holder of any Right Certificate upon the occurrence of
any purported exercise thereof unless such registered holder shall have (i)
properly completed and signed the certificate following 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 thereof as the
Rights Agent or the Corporation shall reasonably request.

     

    
      	
              SECTION
      8.  

            	
                  
      CANCELLATION OF RIGHT CERTIFICATES.

            


    

     

    All Right
Certificates surrendered for the purpose of and accepted for exercise, or
surrendered for the purpose of redemption, transfer, split up, combination or
exchange shall, if surrendered to the Corporation or to any of its agents (other
than the Rights Agent), be delivered to the Rights Agent for cancellation or in
cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by
it, and no Right Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Agreement. The Rights Agent
shall deliver all cancelled Right Certificates to the Corporation.

     

    
      
        
        

      

      
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              SECTION
      9.  

            	
                  
      RESERVATION AND AVAILABILITY OF SHARES;
  COVENANTS.

            


    

     

    (a) The
Corporation covenants and agrees as long as any of the Rights are outstanding,
it will cause to be reserved and kept available out of its authorized and
unissued Preferred Shares (or, following the occurrence of a Common Share Event,
out of its authorized and unissued shares or similar units of Common Shares
and/or other securities, or out of its authorized and issued securities held in
its treasury), the number of Preferred Shares (or, following the occurrence of a
Common Share Event, shares or units of Common Shares and/or other securities)
that, except as provided in Section 11(a)(ii) hereof, would then be sufficient
to permit the exercise in full of all outstanding Rights.

     

    (b) The
Corporation covenants and agrees that on and after the Distribution Date so long
as the Preferred Shares (or, following the occurrence of a Common Share Event,
the Common Shares or other securities) issuable upon the exercise of Rights may
be listed on any national securities exchange, the Corporation shall use its
best efforts to cause all shares (or similar units) reserved for such issuance
to be listed on such exchange upon official notice of issuance upon such
exercise.

     

    (c) The
Corporation covenants and agrees that it will take all such action as may be
necessary to ensure that each one one-hundredth of a Preferred Share (or,
following the occurrence of a Common Share Event, each share and/or similar unit
of Common Shares or other securities) delivered upon exercise of Rights shall,
at the time of delivery of the certificates for such shares (or units), subject
to payment of the Purchase Price, be duly and validly authorized and issued and
fully paid and nonassessable.

     

    (d) The
Corporation further covenants and agrees that it will pay when due and payable
any and all federal and state transfer taxes and charges which may be payable in
respect of the issuance or delivery of the Right Certificates or of any
Preferred Shares (or, following the occurrence of a Common Share Event, any
shares and/or similar units of Common Shares or other securities) upon the
exercise of Rights; provided, however, that the Corporation shall not be
required to pay any transfer tax which may be payable in respect of any transfer
involved in the transfer or delivery of Right Certificates or in the issuance or
delivery of certificates for any number of one one-hundredths of a Preferred
Share (or, following the occurrence of a Common Share Event, shares and/or
similar units of Common Shares or other securities) in a name other than that of
the registered holder of the Right Certificate evidencing Rights surrendered for
exercise or to issue or deliver any certificates for a number of one
one-hundredths of a Preferred Share (and, following the occurrence of a Common
Share Event, any shares and/or similar units of Common Shares or other
securities) upon the exercise of any Rights until any such tax shall have been
paid (any such tax being payable by the holder of such Right Certificate at the
time of surrender) or until it has been established to the Corporation’s
satisfaction that no such tax is due.

     

    (e) The
Corporation shall use its best efforts to (i) file, as soon as practicable
following the earliest date after the first occurrence of a Common Share Event
on which the consideration to be delivered by the Corporation upon exercise of
the Rights has been determined in accordance with Section 11(a)(iii) hereof, or
as soon as is required by law following the Distribution Date, as the case may
be, a 

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

      registration
statement under the Securities Act of 1933, as amended (the “Act”), with respect
to the securities purchasable upon exercise of the Rights on an appropriate
form, (ii) cause such registration statement to become effective as soon as
practicable after such filing and (iii) cause such registration statement to
remain effective (with a prospectus at all times meeting the requirements of the
Act) until the earlier of (A) the date as of which the Rights are no longer
exercisable for such securities or (B) the Expiration Date. The Corporation will
also take such action as may be appropriate under, or to ensure compliance with,
the securities or “blue sky” laws of the various states in connection with the
exercisability of the Rights. The Corporation may temporarily suspend the
exercisability of the Rights in order to prepare and file such registration
statement. Upon any such suspension, the Corporation shall issue a public
announcement, in each case with simultaneous written notice to the Rights Agent,
stating that the exercisability of the Rights has been temporarily suspended.
The Corporation shall thereafter issue a public announcement, in each case with
simultaneous written notice to the Rights Agent, at such time as the suspension
is no longer in effect. Notwithstanding any provision of this Agreement to the
contrary, the Rights shall not be exercisable in any jurisdiction unless the
requisite qualification in such jurisdiction shall have been obtained. The
Rights Agent may assume at any time, prior to the time that the Rights Agent
receives written notice stating that the exercisibility of the Rights has been
suspended or after the Rights Agent receives written notice stating that a
suspension is no longer in effect, that any Right exercised under any provision
of this Agreement is permitted to be exercised under applicable law and shall
have no liability for acting in reliance upon such
assumption.

    

     

    
      	
              SECTION
      10.  

            	
                  
      PREFERRED SHARES RECORD DATE; ETC.

            


    

     

    Each
Person in whose name any certificate for any number of one one-hundredths of a
Preferred Share (or, following the occurrence of a Common Share Event, shares
and/or similar units of Common Shares or other securities) is issued upon the
exercise of Rights shall for all purposes be deemed to have become the holder of
record of such fractional shares of Preferred Shares (or such shares and/or
units of Common Shares or other securities, as the case may be) represented
thereby, and such certificate shall be dated, as of the date which is the later
of (i) the date upon which the Right Certificate evidencing such Rights was duly
surrendered or (ii) the date upon which payment of the Purchase Price (and any
applicable transfer taxes) in respect thereof was made; provided, however, that
if such date is a date upon which the relevant transfer books of the Corporation
are closed, such Person shall be deemed to have become the record holder of such
shares (or units) on, and such certificate shall be dated, the next succeeding
Business Day on which such transfer books of the Corporation are open; and
provided, further, that the Corporation covenants and agrees that it shall not
close such transfer books for a period exceeding ten consecutive days. Prior to
the exercise of the Rights evidenced thereby (which shall be deemed to have
occurred on the date such certificate evidencing Preferred Shares, Common Shares
or other securities shall be dated in accordance with this Section 10), the
holder of a Right Certificate, as such, shall not be entitled to any rights of a
security holder of the Corporation with respect to securities for which the
Rights shall be exercisable, including, without limitation, the right to vote,
to receive dividends or other distributions or to exercise any preemptive
rights, and shall not be entitled to receive any notice of any proceedings of
the Corporation, except as expressly provided herein.

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      11.  

            	
                  
      ANTIDILUTION ADJUSTMENTS.

            


    

     

    The
Purchase Price and the number and kind of securities covered by each Right and
the number of Rights outstanding are subject to adjustment from time to time as
provided in this Section 11.

     

    (a) (i)           In
the event that the Corporation shall at any time after the date of this
Agreement (A) declare a dividend on the Preferred Shares payable in shares of
Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C)combine
outstanding Preferred Shares into a smaller number of shares or (D) issue,
change or alter any shares of its beneficial interests in a reclassification or
recapitalization (including any such reclassification or recapitalization in
connection with a consolidation or merger or share exchange in which the
Corporation is the continuing or surviving entity) except as otherwise provided
in Section 7(e) then, and in each such case, the Purchase Price in effect at the
time of the record date for such dividend or the effective time of such
subdivision, combination, reclassification or recapitalization, and the number
and kind of Preferred Shares or other shares of beneficial interests issuable at
such time, shall be proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive the aggregate number and
kind of Preferred Shares or other shares of beneficial interests which, if such
Right had been exercised immediately prior to such time and at a time when the
Preferred Shares register or other transfer books of the Corporation were open,
such holder would have owned upon such exercise and been entitled to receive by
virtue of such dividend, subdivision, combination, reclassification or
recapitalization. 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
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).

     

    (ii) In the
event

     

    (A) any
Acquiring Person or any Affiliate of any Acquiring Person, at any time after the
date of this Agreement, directly or indirectly (1) shall merge into the
Corporation or otherwise combine with the Corporation, the Corporation shall be
the continuing or surviving entity of such merger or combination and the
Original Common Shares shall remain outstanding and no shares thereof shall be
changed or otherwise transformed into stock or other securities of any other
Person or the Corporation or cash or any other property, (2) shall, in one or
more transactions, transfer any assets to the Corporation or any Subsidiary in
exchange (in whole or in part) for shares of any class of its equity securities
or for securities exercisable for or convertible into shares of any such class
or otherwise obtain from the Corporation or any Subsidiary, with or without
consideration, any additional shares of any such class or securities exercisable
for or convertible into shares of any such class (other than as part of a pro
rata distribution to all holders of such class), (3) shall sell, purchase,
lease, exchange, mortgage, pledge, transfer or otherwise acquire or dispose of
(in one transaction or a series of transactions), to, from or with the
Corporation or any of the Corporation’s Subsidiaries or any employee benefit
plan maintained by the Corporation or any Subsidiary or any trustee or fiduciary
with respect to such plan acting in such capacity, assets including securities
on terms and 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

      conditions
less favorable to the Corporation or such Subsidiary or plan than the
Corporation or such Subsidiary or plan would be able to obtain through
arm’s-length negotiation with an unaffiliated third party (other than pursuant
to a transaction set forth in Section 13(a) hereof), (4) shall engage in any
transaction with the Corporation or such Subsidiary or plan not in the ordinary
course of the Corporation’s business involving the sale, purchase, lease,
exchange, mortgage, pledge, transfer or other disposition (in one transaction or
a series of transactions) of assets having an aggregate fair market value of
more than $500,000 (other than pursuant to a transaction set forth in Section
13(a) hereof), (5) shall receive any compensation from the Corporation or any of
the Corporation’s Subsidiaries other than compensation for full-time employment
as a regular employee at rates in accordance with the Corporation’s (or such
Subsidiary’s) past practices or (6) shall receive the benefit directly or
indirectly (except proportionately as a stockholder) of any loans, advances,
guarantees, pledges or other financial assistance or any tax credits or other
tax advantage provided by the Corporation or any of its Subsidiaries or any
employee benefit plan maintained by the Corporation or any Subsidiary or any
trustee or fiduciary with respect to such plan acting in such
capacity;

    

     

    (B) any
Person (other than the Corporation, any Subsidiary of the Corporation, any
employee benefit plan of the Corporation or of any Subsidiary of the
Corporation, or any Person or entity organized, appointed or established by the
Corporation for or pursuant to the terms of any such plan or any Exempted
Person), alone or together with its Affiliates, shall, at any time on or after
the Declaration Date, become the Beneficial Owner of 10% or more of the total
combined voting power of the Common Shares then outstanding other than pursuant
to a transaction to which the provisions of Section 13(a) apply; or

     

    (C) during
such time as there is an Acquiring Person, there shall be any reclassification
of securities (including any combination thereof), or recapitalization of the
Corporation, or any merger or consolidation or share exchange of the Corporation
with any of its Subsidiaries, or any repurchase by the Corporation or any of its
Subsidiaries of the Common Shares, or any other class or series of securities
issued by the Corporation (whether or not with or into or otherwise involving an
Acquiring Person or any Affiliate of an Acquiring Person), which has the effect,
directly or indirectly, of increasing by more than 1% the proportionate share of
the outstanding shares of any class of equity securities or securities
exercisable for or convertible into any class of equity securities of the
Corporation or any of its Subsidiaries which is directly or indirectly
beneficially owned by an Acquiring Person or any Affiliate of an Acquiring
Person;

     

    then, and
in each such case, proper provision shall be made so that each holder of a
Right, except as provided in Section 7(e) hereof, shall thereafter have the
right to receive, upon exercise thereof at the then current Purchase Price in
accordance with the terms of this Agreement, in lieu of the number of one
one-hundredths of a Preferred Share for which a Right was exercisable
immediately prior to the occurrence of an event described in this Section
11(a)(ii), such number of Original Common Shares as shall equal the result
obtained by (x) multiplying an amount equal to the then current Purchase Price
by an amount equal to the number of one one-hundredths of a Preferred Share for
which a Right was exercisable immediately prior to the first occurrence of any
such event, and dividing that product by (y) 50% of the current market price per
Original Common Share of the Corporation (as defined in Section 11(d) hereof)
determined as of the date of such first occurrence.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (iii) In the
event that the number of Original Common Shares which are authorized by the
Corporation’s Articles of Incorporation but not outstanding or reserved for
issuance for purposes other than upon exercise of the Rights are not sufficient
to permit the exercise in full of the Rights in accordance with Section
11(a)(ii) hereof, in lieu of issuing Original Common Shares in accordance with
Section 11(a)(ii) the Corporation shall (A) determine an amount (the “Excess
Amount”) equal to the excess of (1) the value (the “Current Value”) of the
Original Common Shares issuable upon the exercise of a Right in accordance with
Section 11(a)(ii) hereof, over (2) the Purchase Price and (B) with respect to
each Right, make adequate provision to substitute for such Original Common
Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction
in the Purchase Price, (3) Common Shares or other equity securities of the
Corporation (including, without limitation, shares or units of preferred shares
which the Directors of the Corporation have deemed, in good faith, to have the
same value as an Original Common Share (such preferred shares hereinafter
referred to as “Common Share Equivalents”)), (4) debt securities of the
Corporation, (5) other assets or (6) any combination of the foregoing having an
aggregate value equal to the Current Value, where such aggregate value has been
determined by the Directors of the Corporation, in good faith, based upon the
advice of a nationally recognized investment banking firm selected by the
Directors of the Corporation; provided, however, subject to the provisions of
Section 9(e), if the Corporation shall not have made adequate provision to
deliver value pursuant to clause (B) above within 30 days following the first
occurrence of a Common Share Event, then the Corporation shall be obligated to
deliver, upon the surrender for exercise of a Right and without requiring
payment of the Purchase Price, Original Common Shares (to the extent available)
and then, if necessary, cash, securities and/or assets which in the aggregate
are equal to the Excess Amount. If the Directors of the Corporation shall
determine in good faith that it is likely that sufficient additional Original
Common Shares could be authorized for issuance upon exercise in full of the
Rights, the 30-day period set forth above may be amended to the extent
necessary, but not more than 90 days following the first occurrence of such a
Common Share Event, in order that the Corporation may seek shareholder approval
for the authorization of such additional shares (such 30-day period, as it may
be extended to 90 days, is referred to herein as the “Substitution Period”). To
the extent that the Corporation determines that some action is to be taken
pursuant to the first and/or second sentences of this Section 11(a)(iii), the
Corporation (x) shall provide, subject to Section 7(e) hereof, that (except as
shall be determined by a majority of the Directors; provided, that if any
shareholder action at an annual or special meeting of the shareholders has been
taken to elect a Director or Directors of the Corporation with the result that
Continuing Directors do not constitute a majority of the Board of Directors of
the Corporation, no such exception shall be made by the Directors until the
180th day
following the effectiveness of such election) such action shall apply uniformly
to all outstanding Rights which shall not have become null and void and (y) may
suspend the exercisability of the Rights until the expiration of the
Substitution Period in order to seek any authorization of additional shares
and/or to decide the appropriate form of distribution to be made pursuant to
such first sentence and to determine the value thereof. In the event of any such
suspension, the Corporation shall issue a public announcement (with prompt
written notice thereof to the Rights Agent) stating that the exercisability of
the Rights has been temporarily suspended. The Corporation shall thereafter
issue a public announcement (with prompt written notice thereof to the Rights
Agent) at such time as the suspension is no longer in effect. For purposes of
this Section 11(a)(iii), the value of Common Shares shall be the current market
price per Common Share (as determined pursuant to Section 11(d) hereof) on the
date of the first occurrence of such a Common Share Event.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (b) In the
event the Corporation shall after the Declaration Date fix a record date for the
issuance of any options, warrants or other rights to all holders of Preferred
Shares entitling them (for a period expiring within 45 calendar days after such
record date) to subscribe for or purchase Preferred Shares (or (i) shares having
the same rights, privileges and preferences as the shares of any number of one
one-hundredths of a Preferred Share (“Equivalent Preferred Shares”) or (ii)
securities convertible into Preferred Shares (or Equivalent Preferred Shares)),
at a purchase price per share of Preferred Shares or Equivalent Preferred Shares
(or having a conversion price per Preferred Share or Equivalent Preferred Share,
if a security is convertible into Preferred Shares or Equivalent Preferred
Shares) less than the current market price per share of Preferred Share
(determined in accordance with Section 11(d) hereof) determined as of 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
Preferred Shares outstanding on such record date plus the number of Preferred
Shares and/or Equivalent Preferred Shares which the aggregate minimum offering
price of the total number of one one-hundredths of a Preferred Share and/or per
Equivalent Preferred Share so to be offered (and/or the aggregate minimum
conversion price of such convertible securities so to be offered) would purchase
at such current market price and the denominator of which shall be the number of
Preferred Shares outstanding on such record date plus the maximum number of
additional Preferred Shares and/or Equivalent Preferred Shares to be offered for
subscription or purchase (or the maximum number of shares into which such
convertible securities so to be offered are convertible). In case such
subscription price may be paid in a consideration part or all of which shall be
in a form other than cash, for purposes of this Section 11(b) the value of such
consideration shall be the fair market value thereof as determined in good faith
by the Directors of the Corporation (which determination shall be described in
an Officers’ Certificate filed with the Rights Agent). Preferred Shares owned by
or held for the account of the Corporation shall not be deemed outstanding for
the purpose of any such computation. Such adjustment shall be made successively
whenever such a record date is fixed; and in the event that such rights 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 (subject, however, to such other adjustments as are provided
herein).

     

    (c) In the
event that the Corporation shall after the Declaration Date fix a record date
for the making of a distribution to all holders of Preferred Shares (including
any such distribution made in connection with a consolidation or merger or share
exchange in which the Corporation is the surviving or continuing entity) of
evidences of indebtedness, cash (other than regular quarterly cash dividends),
other property (other than a dividend payable in a number of one one-hundredths
of a Preferred Share, but including any dividend payable in shares other than
Preferred Shares) 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, of which the numerator
shall be the current market price per Preferred Share (as defined in Section
11(d) hereof) determined as of such record date, less the fair market value, as
determined in good faith by the Directors of the Corporation (which
determination shall be described in an Officers’ Certificate filed with the
Rights Agent) of that portion of such evidences of indebtedness, such other
property and/or such subscription rights or warrants applicable to one Preferred
Share and of which the denominator shall be such current market price per
Preferred Share. Such adjustments shall be made successively whenever such a
record date is fixed; and in the event such distribution is not so made, the
Purchase Price shall again be adjusted to be the Purchase Price which would then
be in effect if such record date had not been fixed (subject, however, to such
other adjustments as are provided herein).

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (d) For the
purposes of any computation hereunder, the “current market price” per share (or
unit) of any security on any date shall be deemed to be the average of the daily
Closing Price of such security for the 20 consecutive Trading Days immediately
prior to such date; provided, however, that in the event that the current market
price per share of such security is determined during a period following or
including the announcement by the issuer of such security of (i) a dividend or
distribution on such security payable in shares (or units) of such security or
securities convertible into shares (or units) of such security or (ii) any
subdivision, combination or reclassification of such security, and prior to the
expiration of 20 Trading Days after (A) the ex-dividend date for such dividend
or distribution, or (B) the record date for such subdivision, combination or
reclassification, as the case may be, then, and in each such case, the “current
market price” shall be the Closing Price of such security on the last day of
such 20 Trading Day period. The term “Trading Day” shall mean a day on which the
principal national securities exchange on which such security is listed or
admitted to trading is open for the transaction of business or, if such security
is not listed or admitted to trading on any national securities exchange, a
Business Day. For purposes of this Agreement, the “Closing Price” of any
security on any day shall be the last sale price, regular way, with respect to
shares (or units) of such security, or, in case no such sale takes place on such
day, the average of the closing bid and asked prices, regular way, with respect
to such security, 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 such security is 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 such security is listed or
admitted to trading; or, if such security is not so listed or admitted to
trading, the last quoted price with respect to shares (or units) of such
security, or, if not so quoted, the average of the high bid and low asked prices
in the over-the-counter market with respect to shares (or units) of such
security, as reported by the National Association of Securities Dealers, Inc.
Automated Quotation System or such other similar system then in use; or, if on
any such date such security is not quoted by any such organization, the average
of the closing bid and asked prices with respect to shares (or units) of such
security, as furnished by a professional market maker making a market in such
security selected by the Directors of the Corporation in good faith; or, if no
such market maker is available, the fair market value of shares (or units) of
such security as of such day as determined in good faith by the Directors of the
Corporation (which determination shall be described in an Officers’ Certificate
filed with the Rights Agent); provided, however, that if the Closing Price of a
Preferred Share as of any Trading Day cannot be reasonably determined by the
foregoing provisions, the “Closing Price” of one one-hundredth of a Preferred
Share on such Trading Day shall be the average of the Closing Prices of a Class
A Common Share and an Original Common Share on such Trading Day.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

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

     

    (f) In the
event that at any time, as a result of an adjustment made in respect of a Common
Share Event, the holder of any Right thereafter exercised shall become entitled
to receive any shares of capital stock of the Corporation other than Preferred
Shares, thereafter the number of such other shares so receivable upon exercise
of any Right shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to such
other shares contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k)
and (m) hereof, and the provisions of Sections 7, 9, 10, 11(d) and 13 hereof
with respect to the Preferred Shares shall apply on like terms to any such other
shares.

     

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

     

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

     

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

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    (j) Irrespective
of any adjustment or change in the Purchase Price or the number of Preferred
Shares issuable upon exercise of such Rights, the Right Certificates theretofore
and thereafter issued may continue to express the Purchase Price per one
one-hundredth of a Preferred Share and such number of one one-hundredths of a
Preferred Share which were expressed in the initial Right Certificates issued
hereunder.

     

    (k) Before
taking any action that would cause an adjustment reducing the Purchase Price
below the then par value of the Preferred Shares times a fraction the numerator
of which is the number of one one-hundredths of a Preferred Share issuable upon
exercise of the Rights and the denominator of which is one hundred, the
Corporation shall take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Corporation may validly and legally
issue fully paid and nonassessable such number of one one-hundredths of a
Preferred Share at such adjusted Purchase Price.

     

    (l) In any
case in which this Section 11 shall require that an adjustment in the Purchase
Price be made effective as of a record date for a specified event, the
Corporation may elect to defer (with prompt written notice thereof to the Rights
Agent) until the occurrence of such event the issuing to the holder of any Right
exercised after such record date the number of one one-hundredths of a Preferred
Share and other beneficial shares or securities of the Corporation, if any,
issuable upon such exercise over and above the number of one one-hundredths of a
Preferred Share and other beneficial shares or securities of the Corporation, if
any, issuable upon such exercise on the basis of the Purchase Price in effect
prior to such adjustment; provided, however, that the Corporation shall deliver
to such holder a due bill or other appropriate instrument evidencing such
holder’s right to receive such additional securities upon the occurrence of the
event requiring such adjustment.

     

    (m) Anything
in this Section 11 to the contrary notwithstanding, the Corporation shall be
entitled to make such reductions in the Purchase Price, in addition to those
adjustments expressly required by this Section 11, as and to the extent that it,
by means of a resolution of the Directors acting in good faith, shall determine
to be advisable in order that any consolidation or subdivision of the Preferred
Shares, issuance wholly for cash of any Preferred Shares at less than the
current market price thereof, issuance wholly for cash of Preferred Shares or
other securities which by their terms are convertible into or exchangeable for
Preferred Shares, share dividends or issuance of rights, options or warrants
referred to hereinabove in this Section 11, hereafter made or declared by the
Corporation to the holders of its Preferred Shares, shall not be taxable to such
holders or shall reduce the taxes payable by such holders.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (n) The
Corporation covenants and agrees that it shall not at any time after the
Distribution Date, (i) consolidate with any other Person (other than a
Subsidiary of the Corporation in a transaction which complies with Section 11(p)
hereof), (ii) merge with or into, or consummate a share exchange with, any other Person (other
than a Subsidiary of the Corporation in a transaction which complies with
Section 11(p) hereof) or (iii) sell or transfer (or permit any Subsidiary to
sell or transfer), in one transaction or a series of related transactions,
assets or earning power aggregating more than 50% of the assets (taken at asset
value as stated on the books of the Corporation determined in accordance with
generally accepted accounting principles consistently applied) or earning power
of the Corporation (on an individual basis) or the Corporation and its
Subsidiaries (on a consolidated basis) to any other Person or Persons (other
than the Corporation or any of its Subsidiaries in one or more transactions each
of which complies with Section 11(p) hereof), if at the time of or immediately
after such consolidation, merger, share exchange or sale there are any rights,
warrants or other instruments or securities outstanding or agreements or
arrangements in effect which would substantially diminish or otherwise eliminate
the benefits intended to be afforded by the Rights.

     

    (o) Anything
in this Agreement to the contrary notwithstanding, in the event that the
Corporation shall at any time after the Declaration Date and prior to the
Distribution Date (i) declare a dividend on the outstanding Common Shares
payable in Common Shares, (ii) subdivide the outstanding Common Shares, (iii)
combine the outstanding Common Shares into a smaller number of shares or (iv)
issue any of its beneficial shares in a reclassification of the outstanding
Common Shares (including any such reclassification in connection with a
consolidation or merger or share exchange in which the Corporation is the
continuing or surviving entity), the number of Rights associated with each
Common Share or other such beneficial shares then outstanding, or issued or
delivered thereafter but prior to the Distribution Date, shall be
proportionately adjusted so that the number of Rights thereafter associated with
each Common Share or other such beneficial shares following any such event shall
equal the result obtained by multiplying the number of Rights associated with
each Common Share immediately prior to such event by a fraction the numerator of
which shall be the total number of Common Shares outstanding immediately prior
to the occurrence of the event and the denominator of which shall be the total
number of Common Shares outstanding immediately following the occurrence of such
event.

     

    (p) After the
Distribution Date, the Corporation shall not, except as permitted by Section 23
or Section 26 hereof, take (or permit any Subsidiary to take) any action if at
the time such action is taken it is reasonably foreseeable that such action will
diminish substantially or otherwise eliminate the benefits intended to be
afforded by the Rights.

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      12.  

            	
                  
      CERTIFICATE OF ADJUSTMENTS; WRITTEN
NOTICE.

            


    

     

    Whenever
an adjustment is made as provided in Sections 11 or 13 hereof, the Corporation
shall (a) promptly prepare an Officers’ Certificate setting forth such
adjustment and a brief statement of the facts accounting for such adjustment,
(b) promptly file with the Rights Agent and with each transfer agent for the
Preferred Shares and the Common Shares a copy of such Officers’ 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
Common Shares) in accordance with Section 25 hereof. The Rights Agent shall be
fully protected in conclusively relying on any such Officers’ Certificate and on
any adjustment therein contained, and shall not be deemed to have knowledge of
any such adjustment unless and until it shall have actually received such an
Officers’ Certificate.  The Rights Agent shall not be deemed to have
knowledge of any announcement (whether or not public) or event pertaining to
Rights unless and until it has actually received written notice thereof from the
Corporation.

     

    
      	
              SECTION
      13.  

            	
                  
      CONSOLIDATION, MERGER, SHARE EXCHANGE OR SALE OR TRANSFER OF ASSETS OR
      EARNING POWER.

            


    

     

    In the
event that, following a Share Acquisition Date, directly or indirectly, (a) the
Corporation shall consolidate with, or merge with and into, or consummate a
share exchange with any other Person (other than a Subsidiary of the Corporation
in a transaction which complies with Section 11(p) hereof), and the Corporation
shall not be the continuing or surviving entity of such consolidation or merger,
(b) any Person (other than a Subsidiary of the Corporation in a transaction
which complies with Section 11(p) hereof) shall consolidate with, or merge with
and into or consummate a share exchange with the Corporation, the Corporation
shall be the continuing or surviving entity of such consolidation or merger or
share exchange and, in connection with such consolidation or merger or share
exchange, all or part of the Original Common Shares of the Corporation shall be
changed or otherwise transformed into stock or other securities of any other
Person or the Corporation or cash or any other property or (c) the Corporation
shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell
or otherwise transfer), in one transaction or a series of related transactions,
assets or earning power aggregating more than 50% of (A) the assets (taken at
asset value as stated on the books of the Corporation and determined in
accordance with generally accepted accounting principles consistently applied)
or (B) the earning power, of the Corporation (on an individual basis) or the
Corporation and its Subsidiaries (on a consolidated basis) to any other Person
or Persons (other than the Corporation or any of its Subsidiaries in one or more
transactions each of which complies with Section 11(p)), then, from and after
such event, proper provision shall be made so that (i) each holder of a Right,
except as provided in Section 7(e) hereof, shall thereafter have the right to
receive, upon the exercise thereof at the then-current Purchase Price multiplied
by the number of one one-hundredths of a Preferred Share for which a Right is
then exercisable in accordance with the terms of this Agreement, such number of
shares of validly authorized and issued, fully paid and non-assessable Common
Stock of such other Person (or, in the case of a transaction described in clause
(b) above in which no Original Common Shares are changed or otherwise
transformed into stock or other securities of any other Person, the Corporation,
or, in the case of a transaction or series of transactions described in clause
(c) above, the Person receiving the greatest amount of assets or earning power
of the Corporation), not subject to any loans, encumbrances, rights of first
refusal or other adverse claims, as shall be equal to the result 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

       

      obtained
by (x) multiplying the Purchase Price in effect immediately prior to the first
occurrence of any Common Share Event by the number of one one-hundredths of a
Preferred Share for which a Right is exercisable immediately prior to such first
occurrence (and without taking into account any prior adjustment made pursuant
to Section 11(a)(ii)) and dividing that product by (y) 50% of the current market
price (as defined in Section 11(d) hereof) per Common Stock of such other Person
determined as of the date of consummation of such consolidation, merger, share
exchange, sale or transfer; (ii) the issuer of such Common Stock shall
thereafter be liable for, and shall assume, by virtue of such consolidation,
merger, share exchange, sale or transfer, all the obligations and duties of the
Corporation pursuant to this Agreement; (iii) the term “Corporation” shall
thereafter be deemed to refer to such issuer, it being specifically intended
that the provisions of Section 11 hereof (other than Section 11(a)(ii) hereof)
shall apply only to such issuer following the first occurrence of a Common Share
Event under this Section 13; (iv) such issuer shall take such steps (including,
but not limited to, the reservation of a sufficient number of shares of its
Common Stock) in connection with such consummation as may be necessary to assure
that the provisions hereof shall thereafter be applicable, as nearly as
reasonably may be, in relation to the shares of its Common Stock thereafter
deliverable upon the exercise of the Rights; and (v) the provisions of Section
11(a)(ii) hereof shall be of no effect following the first occurrence of any
Common Share Event described in clauses (a), (b) or (c) of this Section 13. In
connection with any Common Share Event described in Section 13(a), (b) or (c)
involving the Corporation and any other Person, if the Common Stock of such
other Person (the “Other Person”) is not at such time and has not been
continuously over the preceding twelve month period registered under Section 12
of the Exchange Act (“Registered Common Stock”) or the Other Person is not a
corporation, then the Rights (in lieu of being exercisable for the Common Stock
of the Other Person) shall become exercisable for the Common Stock of one of the
following different Persons:

    

     

    (1)           if
the Other Person is a direct or indirect subsidiary of a Person that has
Registered Common Stock outstanding, then the Rights shall become exercisable
for the Common Stock of such Person;

     

    (2)           if
the Other Person is a direct or indirect Subsidiary of a Person (but is not a
direct or indirect Subsidiary of a Person which has Registered Common Stock
outstanding), then the Rights shall become exercisable for the Common Stock of
the ultimate parent entity of the Other Person;

     

    (3)           if
the Other Person is directly or indirectly controlled by more than one Person,
and one or more of such Persons has Registered Common Stock outstanding, then
the Rights shall become exercisable for the Common Stock of whichever of such
other Persons is the issuer of the Registered Common Stock having the highest
aggregate current market price (determined pursuant to Section 11(d) hereof);
and

     

    (4)           if
the Other Person is directly or indirectly controlled by more than one Person,
and none of such Persons has Registered Common Stock outstanding, then the
Rights shall become exercisable for the Common Stock of whichever ultimate
parent entity is the corporation having the greatest stockholders equity or, if
no such ultimate parent entity is a corporation, shall refer to whichever
ultimate parent entity is the entity having the greatest net
assets.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    The
Corporation shall not consummate any such consolidation, merger, share exchange,
sale or transfer unless (i) such issuer shall have a sufficient number of
authorized shares of its Common Stock which have not been issued or reserved for
issuance as will permit the exercise in full of the Rights in accordance with
this Section 13 and (ii) prior thereto the Corporation and such issuer shall
have executed and delivered to the Rights Agent a supplemental agreement so
providing and further providing that as soon as practicable after the date of
any Common Share Event described above in this Section 13 such issuer will (A)
prepare and file a registration statement under the Act, with respect to the
Rights and the securities purchasable upon exercise of the Rights on an
appropriate form, and cause such registration statement to (I) become effective
as soon as practicable after such filing and (II) remain effective (with a
prospectus at all times meeting the requirements of the Act) until the
Expiration Date and take such action as may be required to ensure that any
acquisition of such Common Stock upon the exercise of the Rights complies with
any applicable state security or “blue sky” laws and (B) will deliver to holders
of the Rights historical financial statements of such issuer and each of its
Affiliates which comply in all respects with the requirements for registration
on Form 10 under the Exchange Act. Furthermore, in case the Person which is to
be party to a transaction referred to in this Section 13 has any provision in
any of its authorized securities or in its charter or by-laws or other agreement
or instrument governing its affairs, which provision would have the effect of
(i) causing such Person 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 Person at less than the then current market price per share
thereof (as defined in Section 11(d) hereof), or to issue securities exercisable
for, or convertible into, Common Stock of such Person 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 Common Stock of such Person pursuant to the
provisions of this Section 13; then, in such event, the Corporation hereby
agrees with each holder of the Rights that it shall not consummate any such
transaction unless prior thereto the Corporation and such Person shall have
executed and delivered to the Rights Agent a supplemental agreement providing
that such provision in question shall have been cancelled, waived or amended or
that the authorized securities shall be redeemed so that it will have no effect
in connection with, or as a consequence of, the consummation of the proposed
transaction. The provisions of this Section 13 shall similarly apply to
successive mergers or consolidations or sales or other transfers. In the event
that a Common Share Event described in this Section 13 shall occur at any time
after the occurrence of a Common Share Event described in Section 11(a)(ii)
hereof, the Rights which have not theretofore been exercised shall thereafter
become exercisable in the manner described in this Section 13.

     

    Once an
event that triggers the provision of this Section 13 occurs, the Corporation, as
soon as practicable, shall provide the Rights Agent with a certificate stating
that the provisions of this Section 13 have been fulfilled.  The
Rights Agent shall have no obligation to perform under this Section 13 until it
receives such certificate and may conclusively rely and be fully protected in
conclusively relying upon such certificate of the Corporation stating that the
provisions of this Section 13 have been fulfilled. Notwithstanding anything in
this Agreement to the contrary, the prior written consent of the Rights Agent
must be obtained in connection with any supplemental agreement which in any way
alters the rights or duties of the Rights Agent.

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      14.  

            	
                  
      FRACTIONAL RIGHTS AND FRACTIONAL
SHARES.

            


    

     

    (a) The
Corporation shall not be required to issue fractions of Rights or to distribute
Right Certificates which evidence fractional Rights. In lieu of issuing such
fractional Rights, there may, at the option of the Corporation, be paid to the
registered holders of the Rights with regard to which such fractional Rights
would otherwise be issuable, an amount in cash equal to the same fraction of the
current market value of a whole Right. For the purposes of this Section 14(a)
the current market value of a whole Right shall be the Closing Price of the
Rights for the Trading Day immediately prior to the date on which such
fractional Rights would have been otherwise issuable.

     

    (b) The
Corporation shall not be required to issue fractions of shares of its beneficial
interests upon exercise of the Rights or to distribute certificates which
evidence fractional shares (other than, in each case with respect to Preferred
Shares or Equivalent Preferred Shares, fractions which are integral multiples of
one one-hundredth of a Preferred Share or Equivalent Preferred Share, as the
case may be). In lieu of fractional shares, there may, at the option of the
Corporation, be paid to the registered holders of Rights at the time such Rights
are exercised as herein provided an amount in cash equal to the same fraction of
the current market value of a share of its beneficial interests. For purposes of
this Section 14(b), the current market value of a share of such beneficial
interests shall be the Closing Price of such shares of beneficial interests for
the Trading Day immediately prior to the date of such exercise.

     

    (c) The
holder of a Right by the acceptance of the Rights expressly waives his right to
receive any fractional Rights or (except as provided in Section 14(b) hereof)
any fractional share upon exercise of a Right.

     

    (d)           Whenever
a payment for fractional Rights of fractional shares is to be made by the Rights
Agent, the Corporation shall (i) promptly prepare and deliver to the Rights
Agent a certificate setting forth in reasonable detail the facts related to such
payments and the prices and/or formulas utilized in calculating such payments,
and (ii) provide sufficient monies to the Rights Agent in the form of fully
collected funds to make such payments. The Rights Agent shall be fully protected
in relying upon such a certificate and shall have no duty with respect to any
payment of fractional Rights or fractional shares unless and until the Rights
Agent shall have received such a certificate and sufficient monies.

     

    
      	
              SECTION
      15.  

            	
                  
      RIGHTS OF ACTION.

            


    

     

    Excepting
the rights of action given the Rights Agent under Section 18 and Section 20
hereof, all rights of action in respect of this Agreement are vested in the
respective registered holders of the Rights; and any registered holder of any
Rights, without the consent of the Rights Agent or of the holder of any other
Right, may, in his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Corporation to
enforce, or otherwise act in respect of, his right to exercise the Rights
evidenced by such Right Certificates (or, prior to the Distribution Date, the
associated Common Share certificates) in the manner provided in such Right
Certificate and in this Agreement, and the Corporation hereby agrees to
reimburse such registered holder for all expenses (including reasonable
attorneys’ fees) incurred by such registered holder in connection therewith.
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 the obligations hereunder, and
shall be entitled to injunctive relief against actual or threatened violations
of the obligations hereunder of any Person subject to this
Agreement.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
      16.  

            	
                  
      AGREEMENT OF RIGHT HOLDERS.

            


    

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
      17.  

            	
                  
      RIGHT CERTIFICATE HOLDER NOT DEEMED A
  SHAREHOLDER.

            


    

     

    No
holder, as such, of any Right shall be entitled to vote, receive dividends or
otherwise be deemed for any purpose the holder of any securities of the
Corporation which may be issuable on the exercise of the Rights represented
thereby, nor shall anything contained herein or in any Right Certificate be
construed to confer upon the holder of any Right Certificate, as such, any of
the rights of a shareholder of the Corporation 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 24), or to receive dividends or preemptive rights, or
otherwise, until the time specified in Section 10 hereof.

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      18.  

            	
                  
      CONCERNING THE RIGHTS AGENT.

            


    

     

    The
Corporation agrees to pay to the Rights Agent such compensation as shall be
agreed in writing between the Corporation and the Rights Agent for all services
rendered by it hereunder and, from time to time, on demand of the Rights Agent,
its reasonable expenses and counsel fees and disbursements and other
disbursements incurred in the administration and execution of this Agreement and
the exercise and performance of its duties hereunder. The Corporation also
agrees to indemnify the Rights Agent for, and to hold it harmless against, any
and all loss, liability, claim, damage, judgment, fine, penalty, demand,
settlement, cost, or expense (including taxes other than taxes based on the
income of the Rights Agent) incurred without gross negligence, bad faith or
willful misconduct on the part of the Rights Agent (which gross negligence, bad
faith or willful misconduct must be determined by a final, non-appealable order,
judgment, decree or ruling of a court of competent jurisdiction) for anything
done or omitted by the Rights Agent in connection with the acceptance and
administration of this Agreement, including the costs and expenses (including
reasonable attorneys’ fees and expenses) of defending against any claim of
liability for any of the foregoing.

     

     The
Rights Agent shall be fully protected and shall incur no liability for or in
respect of any action taken, suffered or omitted by it in connection with its
administration of this Agreement in reliance upon any written instruction from
the Corporation, Right Certificate, Officer’s Certificate or certificate for any
number of one one-hundredths of a Preferred Share or for other securities of the
Corporation, instrument of assignment or transfer, power of attorney, opinion,
endorsement, affidavit, letter, notice, direction, consent, certificate,
statement, or other paper or document (whether in its original or facsimile
form) believed by it to be genuine and to be signed and executed by the proper
person or persons.

     

    The
provisions of this Section 18 and Section 20 below shall survive the expiration
of the Rights and the termination of this Agreement, the exercise or expiration
of the Rights and the designation, replacement or removal of the Rights
Agent.

     

    
      	
              SECTION
      19.  

            	
                  
      MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS
  AGENT.

            


    

     

    Any
Person into which the Rights Agent may be merged or with which it may be
consolidated, or any Person resulting from any merger or consolidation to which
the Rights Agent shall be a party, or any Person succeeding to all or
substantially all the stock transfer or shareholder services business of the
Rights Agent, shall be the successor to the Rights Agent under this Agreement
without the execution or filing of any paper or any further act on the part of
any of the 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 Agreement and any of the Right Certificates shall have
been countersigned but not delivered, any such successor Rights Agent may adopt
the countersignature of the predecessor Rights Agent and deliver such Right
Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor Rights Agent; and in all such cases such
Right Certificates shall have the full force provided in the Right Certificates
and in this Agreement.

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    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 Agreement.

     

    
      	
              SECTION
      20.  

            	
                  
      DUTIES OF RIGHTS AGENT.

            


    

     

    The
Rights Agent undertakes only the duties and obligations expressly imposed upon
it by this Agreement and no implied duties or obligations shall be read into
this Agreement against the Rights Agent. The Rights Agent shall perform its
duties and obligations hereunder upon the following terms and
conditions:

     

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

     

    (b) Whenever
in the performance of its duties under this Agreement the Rights Agent shall
deem it necessary or desirable that any fact or matter (including, without
limitation, the identity of any Acquiring Person) be proved or established by
the Corporation prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
certificate (an “Officers’ Certificate”) signed by the Chairman of the
Corporation, the President or any Vice President and by the Treasurer or any
Assistant Treasurer or the Secretary or any Assistant Secretary of the
Corporation and delivered to the Rights Agent, provided, however, that so long
as any Person is an Acquiring Person hereunder, such Officers’ Certificate shall
be signed and delivered by a majority of the Directors; and such Officers’
Certificate shall be full and complete authorization to the Rights Agent for any
action taken or suffered in good faith by it under the provisions of this
Agreement in reliance upon such Officers’ Certificate.

     

    (c) The
Rights Agent shall be liable hereunder only for its own gross negligence, bad
faith or willful misconduct (which gross negligence, bad faith or willful
misconduct must be determined by a final, non-appealable order, judgment, decree
or ruling of a court of competent jurisdiction).  Anything to the
contrary notwithstanding, in no event shall the Rights Agent be liable for
special, 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.

     

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

     

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    (e) The
Rights Agent shall not have any liability for or be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Corporation of any
covenant or condition contained in this Agreement or in any Right Certificate;
nor shall it be responsible for any adjustment required under the provisions of
Sections 11 or 13 hereof or responsible for the manner, method or amount of any
such adjustment or procedures or the ascertaining of the existence of facts that
would require any such adjustment or procedures (except with respect to the
exercise of Rights evidenced by Right Certificates after the Rights Agent’s
actual receipt of an Officers’ Certificate describing any such adjustment or
procedures); nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any
Preferred Shares or other securities to be issued pursuant to this Agreement or
any Right Certificate or as to whether any number of one one-hundredths of a
Preferred Share, or any shares or similar units of other securities, will, when
issued, be validly authorized and issued, fully paid and nonassessable, nor
shall the Rights Agent be responsible for the legality of the terms hereof in
its capacity as an administrative agent.

     

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

     

    (g) The
Rights Agent is hereby authorized and directed to accept instructions with
respect to the performance of its duties hereunder from the Chairman of the
Corporation, the President or any Vice President or the Secretary or any
Assistant Secretary or the Treasurer or any Assistant Treasurer of the
Corporation, and to apply to such officers for advice or instructions in
connection with its duties, and it shall not be liable for any action taken or
suffered to be taken by it in good faith in accordance with instructions of any
such officer. Any application by the Rights Agent for written instructions from
the Corporation may, at the option of the Rights Agent, set forth in writing,
any action proposed to be taken or omitted by the Rights Agent with respect to
its duties or obligations under this Rights Agreement and the date on and/or
after which such action shall be taken or omitted, and the Rights Agent shall
not be liable for any action taken or omitted in accordance with a proposal
included in any such application on or after the date specified therein (which
date shall not be less than three Business Days after the date any such officer
of the Corporation actually receives such application, unless any such officer
shall have consented in writing to an earlier date) unless, prior to taking or
omitting any such action, the Rights Agent has received in response to such
application written instructions specifying the action to be taken or
omitted.

     

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

     

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (k) If, with
respect to any Right Certificate surrendered to the Rights Agent for exercise or
transfer, the certification appearing on the reverse side thereof following the
form of election to purchase 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 Corporation.

     

    (l) In
addition to the foregoing, the Rights Agent shall be fully protected and shall
incur no liability for, or in respect of, any action taken or omitted by it in
connection with its administration of this Agreement if such acts or omissions
are in reliance upon (i) the proper execution of the certification concerning
beneficial ownership appended to the form of assignment and the form of election
to purchase attached hereto unless the Rights Agent shall have actual knowledge
that, as executed, such certification is in fact untrue, or (ii) the
non-execution of such certification including, without limitation, any refusal
to honor any otherwise permissible assignment or election by reason of such
non-execution.

     

    (m) The
Corporation agrees to give the Rights Agent prompt written notice of any event
or ownership which would prohibit the exercise or transfer of the Right
Certificates.

     

    
      	
              SECTION
      21.  

            	
                  
      CHANGE OF RIGHTS AGENT.

            


    

     

    The
Rights Agent or any successor Rights Agent may resign and be discharged from its
duties under this Agreement upon 30 days’ notice in writing mailed to the
Corporation and to each transfer agent of the Preferred Shares and the Common
Shares by registered or certified mail. The Corporation may remove the Rights
Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to
the Rights Agent, to each transfer agent of the Preferred Shares and the Common
Shares by registered or certified mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Corporation shall
appoint a successor to the Rights Agent. If the Corporation shall fail to make
such appointment within a period of 30 days after giving notice of such removal
or after it has been notified in writing of such resignation or incapacity by
the resigning or incapacitated Rights Agent, then the Rights Agent or the
registered holder of any Right Certificate may apply, at the expense of the


     

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

       

      Corporation,
to any court of competent jurisdiction for the appointment of a new Rights
Agent. Any successor Rights Agent, whether appointed by the Corporation or by
such a court, shall be a corporation 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 exercise corporate trust, stock transfer or shareholder
services powers and is subject to supervision or examination by federal or state
authority and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $50,000,000 or an Affiliate of such
Person. 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; and, except as the context
herein otherwise requires, such successor Rights Agent shall be deemed to be the
“Rights Agent” for all purposes of this Agreement. Not later than the effective
date of any such appointment the Corporation shall file notice thereof in
writing with the predecessor Rights Agent and each transfer agent of the
Preferred Shares and the Common Shares, and mail a notice thereof in writing to
the registered holders of the Right Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may
be.

    

     

    
      	
              SECTION
      22.  

            	
                  
      ISSUANCE OF NEW RIGHT CERTIFICATES.

            


    

     

    Notwithstanding
any of the provisions of this Agreement or of the Rights to the contrary, the
Corporation may, at its option, issue new Right Certificates evidencing Rights
in such form as may be approved by the Directors of the Corporation to reflect
any adjustment or change in the Purchase Price per share and the number or kind
or class of shares of stock or beneficial interests or other securities or
property purchasable under the Right Certificates made in accordance with the
provisions of this Agreement.

     

    
      	
              SECTION
      23.  

            	
                  
      REDEMPTION AND TERMINATION.

            


    

     

    (a) The
Directors then in office may, at any time prior to the earlier of (i) the close
of business on the tenth Business Day following the date any Person (other than
the Corporation, any Subsidiary of the Corporation, any employee benefit plan of
the Corporation or of any Subsidiary of the Corporation, any Exempted Person or
any Person or entity organized, appointed or established by the Corporation for
or pursuant to the terms of any such plan), alone or together with its
Affiliates, shall, at any time on or after the Declaration Date, become the
Beneficial Owner of 10% or more of the total combined voting power of the Common
Shares then outstanding, or (ii) the Expiration Date, at their option, upon the
affirmative vote or written consent of not less than a majority of such
Directors redeem all (but not less than all) of the then outstanding Rights at a
redemption price of $.01 per Right, appropriately adjusted to reflect any share
split, share dividend, combination of Common Shares or similar transaction
occurring after the Declaration Date (such redemption price being hereinafter
referred to as the “Redemption Price”); provided, however, if the Corporation is
then restricted or prohibited from paying the Redemption Price in cash, then the
Corporation may, at its option, pay the Redemption Price by delivery of such
other consideration, including without limitation, Common Shares or units of


     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

       

      Common
Shares and/or other securities, or other property or assets of the Corporation,
or a combination thereof, as a majority of the Directors determine in their sole
discretion to be a fair and equivalent Redemption Price, which determination
shall be final and binding. Immediately upon the taking of such action ordering
the redemption of all of the Rights, written evidence of which shall have been
filed with the Rights Agent, and without any further action and without any
notice, the right to exercise the Rights so redeemed will terminate and the only
right thereafter of the holders of such Rights so redeemed shall be to receive
the Redemption Price (without the payment of any interest thereon). Within 10
days after such action ordering the redemption of all of the Rights, the
Corporation shall give notice of such redemption to the holders of the then
outstanding Rights by mailing such notice to all such holders at their last
addresses as they appear upon the registry books of the Rights Agent or, prior
to the Distribution Date, on the registry books of the transfer agent for the
Common Shares. 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. Notwithstanding anything contained in this Agreement to the
contrary, the Rights shall not be exercisable after the first occurrence of an
event described in Section 11(a)(ii) until such time as the Corporation’s right
of redemption hereunder has expired.

    

     

    (b) Notwithstanding
the provision of Section 23(a), in the event that shareholder action at an
annual or special meeting of shareholders is taken to elect a Director or
Directors of the Corporation with the result that Continuing Directors do not
constitute a majority of the Board of Directors of the Corporation, then until
the 180th day
following the effectiveness of such election, the Rights shall not be
redeemed.

     

    
      	
              SECTION
      24.  

            	
                  
      NOTICE OF PROPOSED ACTIONS.

            


    

     

    In case
the Corporation shall propose (a) to pay any dividend payable in stock of any
class to the holders of its Preferred Shares or to make any other distribution
to the holders of its Preferred Shares (other than a regular quarterly cash
dividend), or (b) to offer to the holders of its Preferred Shares rights or
warrants to subscribe for or to purchase any additional Preferred Shares or
beneficial shares of any class or any other securities, rights or options, or
(c) to effect any reclassification of the Preferred Shares (other than a
reclassification involving only the subdivision of outstanding Preferred
Shares), or (d) to effect any consolidation or merger into or with or share
exchange with any other Person other than a Subsidiary of the Corporation in a
transaction which complies with Section 11(p) hereof), or to effect any sale or
other transfer (or to permit one or more of its Subsidiaries to effect any sale
or other transfer), in one transaction or a series of related transactions, of
more than 50% of (A) the assets (determined on the basis of the net asset value
thereof as reflected on the books of the Corporation and in accordance with
generally accepted accounting principles consistently applied) or (B) the
earning power, of the Corporation (on an individual basis) or of the Corporation
and its Subsidiaries (on a consolidated basis) to any other Person (other than
the Corporation or any of its Subsidiaries in one or more transactions each of
which complies with Section 11(p) hereof) or (e) to effect the liquidation,
dissolution or winding up of the Corporation, then, in each such case, the
Corporation shall give to the Rights Agent and each holder of a Right, in
accordance with Section 25, a notice of such proposed action, which shall
specify the record date for the purposes of such dividend, distribution of
rights, or the date on which such reclassification, consolidation, merger, sale,
transfer, liquidation, dissolution, or winding up is to take place and the date
of participation therein by the holders of Preferred Shares, if any such date is
to be fixed,

     

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

       

      and such
notice shall be so given in the case of any action covered by clause (a) or (b)
above at least twenty days prior to the record date for determining holders of
Preferred Shares for purposes of such action, and in the case of any such other
action, at least twenty days prior to the date of the taking of such proposed
action or the date of participation therein by the holders of Preferred Shares
whichever shall be the earlier, provided, however, no such notice shall be
required pursuant to this Section 24 if any Subsidiary of the Corporation
effects a consolidation or merger with or into, or effects a sale or other
transfer of assets or earnings power to, any other Subsidiary or the
Corporation. The failure to give notice required by this Section 24 or any
defect therein shall not affect the legality or validity of the action taken by
the Corporation or the vote upon any such action.

    

     

    In case
any Common Share Event described in Section 11(a)(ii) hereof shall occur, then,
in any such case, the Corporation shall as soon as practicable thereafter give
to the Rights Agent and each holder of a Right Certificate in accordance with
Section 25 hereof, a notice of the occurrence of such Common Share Event, which
shall specify such event and the consequences of the event to holders of Rights
under Section 11(a)(ii) hereof.

     

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

     

    
      	
              SECTION
      25.  

            	
              NOTICES.

            


    

     

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

     

    URSTADT
BIDDLE PROPERTIES INC.

    321
Railroad Avenue

    Greenwich,
Connecticut 06830

    Attention:
President

    


    Subject
to the provisions of Sections 19 and 21 hereof, any notice or demand authorized
by this Agreement to be given or made by the Corporation or by the holder of any
Right Certificate to or on the Rights Agent shall be sufficiently given or made
if sent by facsimile (with confirmation of successful transmission) or by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Corporation) as follows:

     

    THE BANK
OF NEW YORK

    480
Washington Boulevard, 29th
Floor

    Jersey
City NJ 07310

    Attention:
Stephen R. Jones

    Facsimile:
(201) 680-4606

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    With a
copy to:

    


    THE BANK
OF NEW YORK

    480
Washington Boulevard, 29th
Floor

    Jersey
City NJ 07310

    Attention:
General Counsel

    Facsimile:
(201) 680-4610

    


    Notices
or demands authorized by this Agreement to be given or made by the Corporation
or the Rights Agent to the holder of any Right Certificate shall be sufficiently
given or made if sent by first-class mail, postage prepaid, addressed to such
holder at the address of such holder as shown on the registry books of the
Corporation.

     

    
      	
              SECTION
      26.  

            	
                  
      SUPPLEMENTS AND AMENDMENTS.

            


    

     

    (a) Prior to
the Distribution Date and subject to the last sentence of this Section 26(a),
the Directors then in office may, upon the affirmative vote or written consent
of not less than a majority of such Directors, supplement or amend any provision
of this Agreement from time to time without the approval of any holders of
certificates representing Common Shares. From and after the Distribution Date
and subject to the penultimate sentence of this Section 26(a), the Directors
then in office may, upon the affirmative vote or written consent of not less
than a majority of such Directors, supplement or amend this Agreement from time
to time without the 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 provisions herein,
(iii) to shorten or lengthen any time period hereunder, or (iv) to change or
supplement the provisions hereunder in any manner which such Directors may deem
necessary or desirable and which shall not adversely affect the interests of the
holders of Right Certificates (other than an Acquiring Person, an Affiliate of
an Acquiring Person or a Disqualified Transferee); provided, however, that this
Agreement may not be supplemented or amended to lengthen, pursuant to clause
(iii) of this sentence, any time period unless such lengthening is for the
purpose of protecting, enhancing or clarifying the rights of, and/or the
benefits to, the holders of Rights. Prior to the Distribution Date, the
interests of the holders of Rights shall be deemed coincident with the interests
of the holders of Common Shares. Notwithstanding anything contained in this
Agreement to the contrary, (a) no supplement or amendment shall be made which
decreases the Redemption Price, changes the Expiration Date, changes the manner
of calculating the Purchase Price, decreases the Purchase Price other than
pursuant to Section 11 hereof, decreases the number of one one-hundredths of a
Preferred Share for which a Right is exercisable or affects any right vested in
the Rights Agent; and (b) the Rights Agent may, but shall not be obligated to,
enter into any supplement or amendment that affects the Rights Agent’s own
rights, duties, obligations or immunities under this Agreement. Upon the
delivery of a certificate from an appropriate officer of the Corporation which
states that the proposed supplement or amendment is in compliance with the terms
of this Section, the Rights Agent shall execute such supplement or
amendment.

     

    (b) Notwithstanding
the provision of Section 26(a), in the event that shareholder action at an
annual or special meeting of shareholders is taken to elect a Director or
Directors of the Corporation with the result that Continuing Directors do not
constitute a majority of the Board of Directors of the Corporation, then until
the 180th day
following the effectiveness of such election, this Agreement shall not be
supplemented or amended in any manner.

     

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      27.  

            	
                  
      SUCCESSORS.

            


    

     

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

     

    
      	
              SECTION
      28.  

            	
                  
      DETERMINATION AND ACTIONS BY THE DIRECTORS;
ETC.

            


    

     

    The
Directors of the Corporation shall have the exclusive power and authority to
administer this Agreement and exercise all rights and powers specifically
granted to the Directors, or to the Corporation, or as may be necessary or
advisable in the administration of this Agreement, including, without
limitation, the right and power to (i) interpret the provisions of this
Agreement and (ii) make all determinations deemed necessary or advisable for the
administration of this Agreement (including a determination to redeem or not
redeem the Rights or to amend the Agreement). All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) which are done or made by the
Directors in good faith shall (x) be final, conclusive and binding on the
Corporation, the Rights Agent, the holders of the Rights and all other parties
and (y) not subject any Director to any liability to the holders of the
Rights.  The Rights Agent is entitled always to assume that the
Directors of the Corporation acted in good faith and shall be fully protected
and incur no liability in reliance thereon.

     

    
      	
              SECTION
      29.  

            	
                  
      BENEFITS OF THIS AGREEMENT.

            


    

     

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

     

    
      	
              SECTION
      30.  

            	
                  
      GOVERNING LAW.

            


    

     

    This
Agreement and each Right Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of New York and for all purposes shall
be governed by and construed in accordance with the laws of said state
applicable to contracts to be made and performed entirely within said
state.

     

    
      	
              SECTION
      31.  

            	
                  
      COUNTERPARTS.

            


    

     

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

     

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      32.  

            	
                  
      DESCRIPTIVE HEADINGS.

            


    

     

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

     

    
      	
              SECTION
      33.  

            	
                  
      SEVERABILITY.

            


    

     

    The
invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of any other term or provision
hereof.

     


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


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

     

    


    URSTADT
BIDDLE PROPERTIES INC.

    


    By:           /s/Willing L.
Biddle                                                      

    Name: Willing L. Biddle

    Title:  President

    


    


    THE BANK
OF NEW YORK, as Rights Agent

    


    By:           /s/Stephen R.
Jones                                                      

    Name:  Stephen R.
Jones

    Title:    Asst.
Vice President


    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    


    ARTICLES
SUPPLEMENTARY

     

    OF

     

    URSTADT
BIDDLE PROPERTIES INC.

     

    Urstadt
Biddle Properties Inc., a Maryland corporation (the “Corporation”), certifies as
follows:

     

    FIRST:
Under the authority contained in Section 7.2 of the charter of the Corporation,
the Board of Directors of the Corporation on March 12, 1997, classified 150,000
shares of the Preferred Stock of the Corporation as the “Series A Participating
Preferred Shares.”

     

    SECOND: A
description of the Series A Participating Preferred Shares, including the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption as set or changed by the Board of Directors of the Corporation is as
follows:

     

    Section
1. Designation and
Amount. The shares of such series shall be designated as “Series A
Participating Preferred Shares” (the “Series A Shares”) and the number of shares
constituting such series shall be 150,000.

     

    Section
2. Dividends and
Distributions.

     

    (A)           Subject
to the prior and superior rights of the holders of any shares of any series of
Preferred Shares ranking prior and superior to the Series A Shares with respect
to dividends, the holders of Series A Shares shall be entitled to receive, when,
as and if declared by the Directors out of funds legally available for the
purpose, quarterly dividends payable in cash to holders of record on the 15th
day of March, June, September and December in each year (each such date being
referred to herein as a “Quarterly Dividend Payment Date”), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Shares, in an amount per share (rounded to the
nearest cent) equal to the greater of (a) $.25 or (b) subject to the provision
for adjustment set forth in Section 7 hereof, 100 times the aggregate per share
amount of all cash dividends, and 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions other than a
dividend payable in Common Shares or a subdivision of the outstanding Common
Shares (by reclassification or otherwise), declared on the common stock of the
Corporation (the “Common Shares”) since the immediately preceding Quarterly
Dividend Payment Date or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series A
Shares.

     

    (B)           The
Corporation shall declare a dividend or distribution on the Series A Shares as
provided in paragraph (A) of this Section 2 immediately after it declares a
dividend or distribution on the Common Shares (other than a dividend payable in
shares of or subdivision with respect to Common Shares); provided however, that,
in the event no dividend or distribution shall have been declared on the Common
Shares during the period between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of $.25 per share on
the Series A Shares shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (C)           Dividends
shall begin to accrue and be cumulative on outstanding shares of Series A Shares
from the Quarterly Dividend Payment Date next preceding the date of issue of
such shares of Series A Shares, unless the date of issue of such shares is prior
to the record date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of shares of Series
A Shares entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. Dividends paid on the shares of Series
A Shares in an amount less than the total amount of all such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The
Directors may fix a record date for the determination of holders of shares of
Series A Shares entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 60 days prior to the
date fixed for the payment thereof.

     

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

     

    (A)           Subject
to the provision for adjustment set forth in Section 7 hereof, each share of
Series A Shares shall entitle the holder thereof to 100 votes on all matters
submitted to a vote of the stockholders of the Corporation.

     

    (B)           Except
as otherwise provided herein, in the charter of the Corporation (the “Charter”)
or bylaws, the holders of shares of Series A Shares and the holders of shares of
Common Shares shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.

     

    (C)           (i)
If at the time of any annual meeting of stockholders for the election of
Directors a default in preferred dividends (as hereinafter defined) shall exist,
the holders of shares of Preferred Shares voting separately as a class without
regard to series (with each share of Preferred Shares being entitled to that
number of votes to which it is entitled on matters submitted to stockholders
generally, or, if it is not entitled to vote with respect to such matters, to
one vote), shall have the right to elect two members of the Directors of the
Corporation. The holders of Common Shares shall not be entitled to vote in the
election of the two Directors so to be elected by the holders of shares of
Preferred Shares. Any Director elected by the holders of shares of Preferred
Shares, voting as a class as aforesaid, shall continue to serve as such Director
for the full term for which he shall have been elected notwithstanding that
prior to the end of such term a default in preferred dividends shall cease to
exist. If, prior to the end of the term of any Director elected by the holders
of the Preferred Shares, voting as a class as aforesaid, a vacancy in the office
of such Director shall 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       

      occur by
reason of death, resignation, removal or disability, or for any other cause,
such vacancy shall be filled for the unexpired term in the manner provided in
the Charter, provided that, if the Charter provides that such vacancy shall be
filled by election by the stockholders at a meeting thereof, the right to fill
such vacancy shall be vested in the holders of Preferred Shares, voting as a
class as aforesaid, unless in any such case, no default in preferred dividends
shall exist at the time of such election.

    

     

    (ii)           For
the purposes of paragraph (C)(i) of this Section 3, a default in preferred
dividends shall be deemed to have occurred whenever the amount of dividends in
arrears upon any series of Preferred Shares shall be equivalent to six full
quarterly dividends or more and, having so occurred, such default in preferred
dividends shall be deemed to exist thereafter until all accrued dividends on all
shares of Preferred Shares then outstanding shall have been paid to the end of
the last preceding quarterly dividend period. Nothing herein contained shall be
deemed to prevent an amendment of the Charter or the bylaws, in the manner
therein provided, which shall increase the number of Directors so as to provide
as additional places on the Board of Directors either or both the director
positions to be filled by the two Directors so to be elected by the holders of
the Preferred Shares or to prevent any other change in the number of directors
of the Corporation.

     

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

     

    Section
4. Certain
Restrictions.

     

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

     

    (i)           declare
or pay dividends on, make any other distribution on, or redeem or purchase or
otherwise acquire for consideration any shares of capital stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series A Shares;

     

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

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    Section
5. Liquidation,
Dissolution or Winding Up.

     

    (A)           Upon
any liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of capital
stock ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Shares unless, prior thereto, the holders of shares
of Series A Shares shall have received $100 per share plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment (the “Series A Liquidation Preference”). Following
the payment of the full amount of the Series A Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series A
Shares unless, prior thereto, the holders of shares of Common Stock (which term
shall include, for the purposes only of this Section 5, any series of the
Corporation’s Preferred Shares ranking on a parity with the Common Shares upon
liquidation, dissolution or winding up) shall have received an amount per share
(the “Common Adjustment”) equal to the quotient obtained by dividing (i) the
Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set
forth in Section 7 hereof to reflect such events as share splits, share
dividends and recapitalizations with respect to the Common Shares; such number
in clause (ii), the “Adjustment Number”). In the event, however, that there are
not sufficient assets available to permit payment in full of the Common
Adjustment, then such remaining assets shall be distributed ratably to the
holders of Common Shares. Following the payment of the full amount of the Series
A Liquidation Preference and the Common Adjustment in respect of all outstanding
shares of Series A Shares and Common Shares, respectively, holders of Series A
Shares and holders of shares of Common Shares shall receive their ratable and
proportionate share of the remaining assets to be distributed in the ratio of
the Adjustment Number to one (1) with respect to such Series A Shares and Common
Stock, on a per share basis, respectively.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (B)           In
the event, however, that there are not sufficient assets available to permit
payment in full of the Series A Liquidation Preference and the liquidation
preferences of all other series of Preferred Shares, if any, which rank on a
parity with the Series A Shares, then such remaining assets shall be distributed
ratably to the holders of such parity shares in proportion to their respective
liquidation preferences.

     

    Section
6. Consolidation,
Merger, etc. In case the Corporation shall enter into any consolidation,
merger, combination or other transaction in which the Common Shares are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case the Series A Shares shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment set forth in Section 7 hereof) equal to 100 times the aggregate
amount of stock, securities, cash and/or any other property (payable in kind),
as the case may be, into which or for which each Common Share is changed or
exchanged.

     

    Section
7. Certain
Adjustments. In the event the Corporation shall at any time declare or
pay any dividend on Common Shares payable in Common Shares, or effect a
subdivision or combination or consolidation of the outstanding Common Shares (by
reclassification or otherwise than by payment of a dividend in Common Shares)
into a greater or lesser number of shares of Common Shares, then, in each such
case, the amounts set forth in Sections 2(A), 3(A), 5(A) and 6 hereof with
respect to the multiple of (i) cash and non-cash dividends, (ii) votes, (iii)
the Series A Liquidation Preference and (iv) an aggregate amount of stock,
securities, cash and/or other property referred to in Section 6 hereof, shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of Common Shares outstanding immediately after such event and the
denominator of which is the number of Common Shares that were outstanding
immediately prior to such event.

     

    Section
8. Ranking. The
Series A Shares shall rank pari passu with (or if determined by the Directors in
any vote establishing any other series of Preferred Shares, either senior or
preferred to or junior and subordinate to as the case may be) each other series
of Preferred Shares of the Corporation with respect to dividends and/or
preference upon liquidation, dissolution or winding up.

     

    Section
9. Redemption.
Series A Shares may be redeemed by the Corporation at such times and on such
terms as may be agreed to between the Corporation and the redeeming stockholder,
subject to any limitations which may be imposed by law or the
Charter.

     

    Section
10. Amendment.
The Charter shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Shares so as to
affect them adversely without the affirmative vote of the holders of two-thirds
or more of the outstanding shares of Series A Shares, if any, voting together as
a single class.

     

    Section
11. Fractional
Share. Series A Shares may be issued by fractions of a share which shall
entitle the holder, in proportion to such holder’s fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series A Shares.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be
signed in its name and on its behalf on this 12th day of March 1997, by its
President who acknowledges that these Articles Supplementary are the act of the
Corporation and that to the best of his knowledge, information and belief and
under penalties for perjury, all matters and facts contained in these Articles
Supplementary are true in all material respects.

     

    ATTEST:                                                                URSTADT
BIDDLE PROPERTIES INC.

    


    


    /s/ James R.
Moore                                               By:  /s/ Willing L.
Biddle(SEAL)

    James R.
Moore                                                     Willing
L. Biddle

    Secretary                                                                
President

    


    



    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    


    FORM OF
RIGHT CERTIFICATE

     

    Certificate
No. R-                                                                                     ____________
Rights

    


    NOT
EXERCISABLE AFTER NOVEMBER 11, 2018 OR EARLIER UNDER CERTAIN CIRCUMSTANCES AS
SET FORTH IN THE RIGHTS AGREEMENT OR IF NOTICE OF REDEMPTION IS GIVEN. THE
RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE CORPORATION, AT $.O1 PER
RIGHT (PAYABLE IN CASH OR OTHER CONSIDERATION) ON THE TERMS SET FORTH IN THE
RIGHTS AGREEMENT. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE
BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN
AFFILIATE OF AN ACQUIRING PERSON (AS EACH SUCH TERM IS DEFINED IN THE RIGHTS
AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED
HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e)
OF THE RIGHTS AGREEMENT.]*

     

    This
certifies that ____________, or registered assigns, is the registered owner of
the number of Rights set forth above, each of which entitles the owner thereof,
subject to the terms, provisions and conditions of the Rights Agreement dated as
of July 18, 2008 (the “Rights Agreement”) between Urstadt Biddle Properties
Inc., a Maryland corporation (the “Corporation”), and The Bank of New York (the
“Rights Agent”), to purchase from the Corporation at any time after the
Distribution Date (as such term is defined in the Rights Agreement) and prior to
5:00 P.M. (New York City time) on November 11, 2018 (the “Expiration Date”),
except as hereinafter provided, at the office of the Rights Agent, designated
for such purpose, one one-hundredth of a fully paid nonassessable share of the
Series A Participating Preferred Shares, par value $.01 per share (“Preferred
Shares”), of the Corporation, at a purchase price of $65 per each one
one-hundredth share (the “Purchase Price”) upon presentation and surrender of
this Right Certificate with the Form of Election to Purchase set forth on the
reverse side hereof and the certificate contained therein duly executed. The
number of Rights evidenced by this Right Certificate (and the number of
one-hundredths of a share which may be purchased upon exercise thereof) set
forth above, and the Purchase Price set forth above, are the number and Purchase
Price as of November 12, 2008, based on the shares of Preferred Shares of the
Corporation as constituted at such date.

     

    As
provided in the Rights Agreement, the Purchase Price and the number of Preferred
Shares 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.

     

    In the
circumstances described in Section 11(a)(ii) of the Rights Agreement, the
securities issuable upon the exercise of the Rights evidenced hereby shall be
the Original 

    ____________________

    * The portion of the legend in brackets shall be inserted only if
applicable.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      Common
Shares and/or other securities of the Corporation. In the circumstances
described in Section 13 of the Rights Agreement, the securities issuable upon
the exercise of the Rights evidenced hereby shall be the common stock or similar
equity securities of an entity other than the Corporation.

    

     

    This
Right Certificate is subject to all of the terms, provisions and conditions of
the Rights Agreement, which terms, provisions and conditions are hereby
incorporated herein by reference and made a part hereof and to which Rights
Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Corporation and the holders of the Right Certificates. Copies
of the Rights Agreement are on file at the designated office of the Rights Agent
and may be obtained by the holder of any Rights upon written request to the
Rights Agent.

     

    This
Right Certificate, with or without other Right Certificates, upon surrender at
the office of the Rights Agent designated for such purpose, with the Form of
Election to Purchase and the certificate set forth on the reverse side hereof
duly executed, may be exchanged for another Right Certificate or Right
Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate number of Preferred Shares as the Rights evidenced by
the Right Certificate or Right Certificates surrendered shall have entitled such
holder to purchase. If this Right Certificate shall be exercised in part, the
holder shall be entitled to receive upon surrender hereof, another Right
Certificate or Right Certificates for the number of whole Rights not
exercised.

     

    Subject
to the provisions of the Rights Agreement, the Rights evidenced by this
Certificate may be redeemed by the Corporation at any time at a redemption price
of $.01 per Right, payable in cash or other consideration as set forth in the
Rights Agreement (which amount is subject to adjustment as provided in the
Rights Agreement.)

     

    No
fractional Preferred Shares (or other securities) will be issued upon the
exercise of any Right or Rights evidenced hereby (other than fractions which are
an integral multiple of one one-hundredth of a share of Preferred Shares), but
in lieu thereof a cash payment will be made, as provided in the Rights
Agreement.

     

    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 Preferred Shares or of any
other securities of the Corporation which may at any time be issuable on the
exercise hereof, nor shall anything contained in the Rights Agreement or herein
be construed to confer upon the holder hereof, as such, any of the rights of a
shareholder of the Corporation or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any actions affecting shareholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this Right
Certificate shall have been exercised as provided in the Rights
Agreement.

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WITNESS
the facsimile signature of the proper officers of the Corporation.

     

    Dated as
of November 12, 2008.

     

    URSTADT
BIDDLE PROPERTIES INC.

    


    By:    ____________________________                                                            

    Name:

    Title:

    ATTEST:

    


    [Seal]

     

     

    _________________________________
Name:

    Title:

    


    Countersigned:

    


    THE BANK
OF NEW YORK, as Rights Agent

    


    By:      _____________________________                                                          

    Name:

    Authorized Signatory

    


    Date of Countersignature:

    
 

      
       

    


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    [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)

     

    ______________________________________________________________________________________________________________________________________________________________

     

    whose
social security or tax identification number is: ______________________, the
Rights evidenced by this Right Certificate, together with all right, title and
interest herein, and does hereby irrevocably constitute and appoint
___________________________, Attorney, to transfer the within Right Certificate
on the books of the within-named Corporation, with full power of substitution.
Dated: _________________________, ____________.

     

    


     
_________________________________________

      Signature

     

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

     

    Signature
Guaranteed:


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    FORM OF
ELECTION TO PURCHASE

     

    (To be
executed if holder desires to exercise the Right Certificate.)

     

    To
Urstadt Biddle Properties Inc.:

     

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

     

    Please
insert social security or other
identifying number: _____________________

     

    ______________________________________________________________________________

    (Please print name and
address)

    ______________________________________________________________________________

    


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

     

    Please
insert social security or other
identifying number: __________________

     

    ______________________________________________________________________________

    (Please print name and
address)

    ______________________________________________________________________________

    


    


    


    Dated:
_____________________, __________

    


    
 

    ___________________________________

    Signature

    


    (Signatures
to the foregoing Election to Purchase and the following certificate must conform
in all respects to name of holder as specified on the face of this Right
Certificate)

    


    


    Signature
Guaranteed:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Certificate

     

    The
undersigned hereby certifies by checking the appropriate boxes
that:

     

    (1)           the
Rights evidenced by this Right Certificate [ ] are [ ] are not being exercised
by or on behalf of a Person who is or was an Acquiring Person or an Affiliate of
any such Acquiring Person (as each such term is defined in the Rights
Agreement); and

     

    (2)           after
due inquiry and to the best knowledge of the undersigned, it (i) [ ] did [ ] did
not acquire the Rights evidenced by this Right Certificate after the occurrence
of a Common Share Event (as defined in the Rights Agreement) from any Person who
is, was or became an Acquiring Person or an Affiliate of an Acquiring Person and
(ii) is not otherwise a Disqualified Transferee (as defined in the Rights
Agreement).

     

    Dated:

    


    _______________________________                        ___________________________________________________                                                                                                                  

    Signature