Unassociated Document


    Exhibit
      4.1

     

    
      DYNAMICS
        RESEARCH CORPORATION

      


      and

      


      AMERICAN
        STOCK TRANSFER & TRUST COMPANY, LLC

      


      as
        Rights
        Agent

      


      


      Amended
        and Restated Rights Agreement

      


      Dated
        as
        of July 23, 2008

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

    


    Page

     

    
      
        	
                Section
                  1.

              	
                Certain
                  Definitions

              	
                1

              
	
                Section
                  2.

              	
                Appointment
                  of Rights Agent

              	
                5

              
	
                Section
                  3.

              	
                Issue
                  of Rights Certificates.

              	
                5

              
	
                Section
                  4.

              	
                Form
                  of Rights Certificates

              	
                7

              
	
                Section
                  5.

              	
                Countersignature
                  and Registration

              	
                7

              
	
                Section
                  6.

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

              	
                8

              
	
                Section
                  7.

              	
                Exercise
                  of Rights; Purchase Price; Expiration Date of Rights

              	
                8

              
	
                Section
                  8.

              	
                Cancellation
                  and Destruction of Rights Certificates

              	
                10

              
	
                Section
                  9.

              	
                Reservation
                  and Availability of Shares of Preferred Stock; Other
                  Covenants

              	
                10

              
	
                Section
                  10.

              	
                Preferred
                  Stock Record Date; Etc

              	
                11

              
	
                Section
                  11.

              	
                Antidilution
                  Adjustments

              	
                12

              
	
                Section
                  12.

              	
                Certificate
                  of Adjustments

              	
                19

              
	
                Section
                  13.

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

              	
                19

              
	
                Section
                  14.

              	
                Fractional
                  Rights and Fractional Shares

              	
                21

              
	
                Section
                  15.

              	
                Rights
                  of Action

              	
                21

              
	
                Section
                  16.

              	
                Agreement
                  of Rights Holders

              	
                21

              
	
                Section
                  17.

              	
                Rights
                  Certificate Holder Not Deemed a Stockholder

              	
                22

              
	
                Section
                  18.

              	
                Concerning
                  the Rights Agent

              	
                22

              
	
                Section
                  19.

              	
                Merger
                  or Consolidation or Change of Name of Rights Agent

              	
                23

              
	
                Section
                  20.

              	
                Duties
                  of Rights Agent

              	
                23

              
	
                Section
                  21.

              	
                Change
                  of Rights Agent

              	
                25

              
	
                Section
                  22.

              	
                Issuance
                  of New Rights Certificates

              	
                26

              
	
                Section
                  23.

              	
                Redemption
                  and Termination

              	
                26

              
	
                Section
                  24.

              	
                Exchange

              	
                26

              
	
                Section
                  25.

              	
                Notice
                  of Proposed Actions

              	
                27

              
	
                Section
                  26.

              	
                Notices

              	
                28

              
	
                Section
                  27.

              	
                Supplements
                  and Amendments

              	
                29

              
	
                Section
                  28.

              	
                Successors

              	
                29

              
	
                Section
                  29.

              	
                Determinations
                  and Actions by the Board; etc

              	
                29

              
	
                Section
                  30.

              	
                Benefits
                  of this Agreement

              	
                29

              
	
                Section
                  31.

              	
                Severability

              	
                30

              
	
                Section
                  32.

              	
                Governing
                  Law

              	
                30

              
	
                Section
                  33.

              	
                Counterparts

              	
                30

              
	
                Section
                  34.

              	
                Descriptive
                  Headings

              	
                30

              


      




    
      
        i 
          

      

      
         
          

        
          

        

      

      
         
          

      

    


    RIGHTS
      AGREEMENT

    


    This
      Amended and Restated Rights
      Agreement dated as of July 23, 2008 (this “Agreement”) is between Dynamics
      Research Corporation, a Massachusetts corporation (the "Company") and American Stock
      Transfer & Trust Company, a limited liability trust company (the "Rights Agent").

    


    W
      I T N E S S E T
      H:

    


    WHEREAS,
      on February 17, 1998, the
      Board of Directors of the Company (the "Board") authorized the
      issuance of rights to purchase, on the terms and subject to the provisions
      of
      the Rights Agreement dated February 17, 1998 (the "1998 Agreement"), one
      one-tenth of a share of the Company's Series B Preferred Stock; and

    


    WHEREAS,
      on February, 17 1998, the
      Board authorized and declared a dividend distribution of one right for every
      share of Common Stock of the Company outstanding on July 27, 1998, and
      authorized the issuance of one right (subject to certain adjustments) for each
      share of Common Stock of the Company issued between July 27, 1998 and the "Distribution Date" under the
      1988 Agreement; and

    


    WHEREAS,
      on July 23, 2008, the Board
      determined it desirable and in the best interests of the Company and its
      stockholders for the Company to adopt this Agreement, containing substantially
      similar terms to the 1998 Agreement, and to replace the 1998 Agreement upon
      its
      expiration by executing this Agreement; and

    


    WHEREAS,
      on July 27, 2008 (the "Declaration Date"), the Board
      authorized and declared a dividend distribution of one Right (each Right being
      a
      right to purchase, on the terms and subject to the provisions of this Agreement,
      one one-hundredth of a share of the Company's Series B Preferred Stock, each
      a
      "Right", collectively
      the "Rights") for each
      share of Common Stock of the Company outstanding on July 27,
      2008,  the "Expiration Date" under the
      1998 Agreement, as amended (the "Dividend Record Date") and
      authorized the issuance of one Right (as such number may hereafter be adjusted
      pursuant to the provisions of Section 11(i) or Section 11(p) hereof) for each
      share of Common Stock of the Company issued between the Dividend Record Date
      (whether originally issued or delivered from the Company's treasury) and the
      Distribution Date (as defined herein), and under certain circumstances
      thereafter, each Right initially representing the right to purchase one
      one-hundredth of a share of Preferred Stock (as hereinafter defined), upon
      the
      terms and subject to the conditions hereinafter set forth (the "Rights");

    


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

    


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

     

    (a)                "Acquiring
      Person" shall mean
      any Person who or which, together with all Affiliates of such Person, shall
      be
      the Beneficial Owner of 15% or more of the shares of Common Stock then
      outstanding, but shall not include (i) the Company, (ii) any Subsidiary of
      the
      Company, (iii) any employee benefit plan of the Company or of any Subsidiary
      of
      the Company, (iv) any Person organized, appointed, or established by the Company
      or a Subsidiary of the Company pursuant to the terms of any plan described
      in
      clause (iii) above or (v) any such Person who has reported or is required to
      report such ownership (but less than 15%) on Schedule 13G under the Exchange
      Act
      (or any comparable or successor report) or on Schedule 13D under the Exchange
      Act (or any comparable or successor report) which Schedule 13D does not state
      any intention to or reserve the right to control or influence the management
      or
      policies of the Company or engage in any of the actions specified in Item 4
      of
      such Schedule (other than the disposition


    
      
         
          

      

      
         
          

        
          

        

      

      
         
          

      

    


    of
      the
      Common Stock) and, within 10 Business Days of being requested by the Company
      to
      advise it regarding the same, certifies to the Company that such Person acquired
      shares of Common Stock in excess of 14.9% inadvertently or without knowledge
      of
      the terms of the Rights and who, together with all of such Person's Affiliates,
      thereafter does not acquire additional shares of Common Stock while the
      Beneficial Owner of 15% or more of the shares of Common Stock then outstanding,
      provided,
      however, that if the Person requested to so certify fails to do so within
      10 Business Days, then such Person shall become an Acquiring Person immediately
      after such 10 Business Day Period.  Notwithstanding the foregoing, if
      the Board of Directors of the Company determines in good faith that a Person
      who
      would otherwise be an “Acquiring Person,” as defined in this Section 1(a), has
      become such inadvertently (including, without limitation, because (A) such
      Person was unaware that it Beneficially Owned a percentage of the Common Stock
      that would otherwise cause such Person to be an “Acquiring Person” or (B) such
      Person was aware of the extent of its Beneficial Ownership of Common Stock
      but
      had no actual knowledge of the consequences of such Beneficial Ownership under
      this Agreement), and without any intention of changing or influencing control
      of
      the Company, and such Person divests as promptly as practicable a sufficient
      number of Common Stock so that such Person would no longer be an Acquiring
      Person, as defined pursuant to the foregoing provisions of this Section 1(a)
      (or, in the case solely of Derivative Common Shares (as such term is hereinafter
      defined), such Person terminates the subject derivative transaction or
      transactions or disposes of the subject derivative security or securities,
      or
      establishes to the satisfaction of the Board of Directors that such Derivative
      Common Shares are not held with any intention of changing or influencing control
      of the Company), then such Person shall not be deemed to be or have become
      an
“Acquiring Person” at any time for any purposes of this Agreement.

     

    


    (b)                "Act"
      shall mean the Securities
      Act of 1933 (or any successor act), as amended and as may from time to time
      be
      in effect.

    


    (c)                "Affiliate,"
      with respect to
      any Person, shall mean any other Person who is, or who 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 Exchange Act, as such Rule is in effect on the Declaration
      Date.

    


    (d)                A
      Person shall be deemed the "Beneficial Owner" of, and
      shall be deemed

    to
      "beneficially own" or have
      "Beneficial Ownership"
      of, 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, as such Rule is in effect on the Declaration Date;

    


    (ii)         which
      such Person or any of such Person's Affiliates has, directly or indirectly,
      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, warrants or options, or otherwise;

    


    (iii)         which
      such Person or any of such Person's Affiliates has, directly or indirectly,
      the
      right to vote or dispose of, including pursuant to any agreement, arrangement
      or
      understanding (whether or not in writing); provided,
      however, that a
      Person shall not be deemed the "Beneficial Owner" of, or to "beneficially own,"
      or to have "Beneficial Ownership" of any security for purposes of this Section 1(d)(iii) as
      a result of an agreement, arrangement or understanding to vote such security
      if
      such agreement, arrangement or understanding:  (A) arises solely from
      a revocable proxy given in response to a public proxy or consent solicitation
      made pursuant to, and in accordance with, the applicable proxy solicitation
      rules and regulations promulgated under the Exchange Act or (B) is

    made
      in
      connection with, or is to otherwise participate in, a proxy or consent
      solicitation made, or to

     

    
      
         
          

      

      
        2

        
          

        

      

      
         
          

      

    

     

    be
      made,
      pursuant to, and in accordance with, the applicable proxy solicitation rules
      and
      regulations promulgated under the Exchange Act, in either case described in
      clause (A) or (B) above, when such agreement, arrangement or understanding
      is
      also then not reportable by such Person on Schedule 13D under the Exchange
      Act
      (or any comparable or successor report);

     

    (iv)         which
      are beneficially owned, directly or indirectly, by any other Person or any
      Affiliate thereof 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 pursuant to a revocable proxy
      or
      in connection with a proxy or consent solicitation described in clause (A)
      or
      (B) of the proviso to Section 1(d)(iii)
      hereof) or disposing of any securities of the Company; or

    


    (v)         that
      are the subject of a derivative transaction entered into by such Person or
      any
      of such Person’s Affiliates, or derivative security acquired by such Person or
      such Person’s Affiliates, which gives such Person or any Affiliate thereof the
      economic equivalent of ownership of an amount of such securities due to the
      fact
      that the value of the derivative is explicitly determined by reference to the
      price or value of such securities, without regard to whether (A) such derivative
      conveys any voting rights in such securities to such Person or any Affiliate
      thereof, (B) the derivative is required to be, or capable of being, settled
      through delivery of such securities, or (C) such Person or any Affiliate thereof
      may have entered into other transactions that hedge the economic effect of
      such
      derivative.  In determining the amount of Common Stock deemed
      Beneficially Owned by virtue of the operation of this Section 1(d)(v), the
      subject Person shall be deemed to Beneficially Own (without duplication) the
      amount of Common Stock that is synthetically owned pursuant to such derivative
      transactions or such derivative securities. Such amount of Common Stock that
      is
      deemed so Beneficially Owned pursuant to the operation of this Section 1(d)(v)
      shall be referred to herein as  "Derivative Common
      Shares."

    


    provided,
      however,
      that for purposes of this Section 1(d) a Person shall not be deemed the
      "Beneficial Owner" of, or to "beneficially own," or to have "Beneficial
      Ownership" of (A) securities tendered pursuant to a tender or exchange offer
      made by such Person or any of such Person's Affiliates until such tendered
      securities are accepted for purchase or exchange, (B) securities issuable upon
      exercise of Rights at any time prior to the occurrence of a Common Stock Event,
      or (C) securities issuable upon exercise of Rights which were held by a Person
      or its Affiliates prior to the Distribution Date as long as such Person is
      not
      responsible for the occurrence of the Common Stock Event giving rise to the
      Distribution Date; and provided,
      further, however,
      that
      nothing in this Section 1(d) shall
      cause a Person engaged in business as an underwriter of securities to be the
      "Beneficial Owner" of, or to "beneficially own," or to have "Beneficial
      Ownership" of any securities acquired through such Person's participation in
      good faith in a firm commitment underwriting until the expiration of 40 days
      after the date of such acquisition.

    


    (e)                "Board"
      shall have the meaning
      set forth in the preamble to this Agreement.

    


    (f)                "Business
      Day" shall mean any
      day other than a Saturday, Sunday or a day on which banking institutions in
      The
      Commonwealth of Massachusetts or the city in which the principal office of
      the
      Rights Agent is located are authorized or obligated by law or executive order
      to
      close.

    


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

     

     (h)               "Closing
      Price" shall have the
      meaning set forth in Section 11(d)
      hereof.

    

      
        
           
            

        

        
          3

          
            

          

        

        
           
            

        

      

    

     

    (i)                "Common
      Stock" shall mean the
      Common Stock, with a par value of $.10 per share, of the Company, except that
      "Common Stock" when used with respect to any Person other than the Company
      shall
      mean either (i) the common stock (or other capital stock or shares of beneficial
      interest) of such Person with the greatest voting power, or (ii) the equity
      securities or other equity interests having power to control or direct the
      management and affairs of such Person, or (iii) if such Person is a Subsidiary
      of another Person, the Person (A) who ultimately controls such Person that
      is
      the Subsidiary and (B) which has outstanding such common stock (or such other
      capital stock, equity securities or interests).

    


    (j)                "Common
      Stock Equivalents"
      shall have the meaning set forth in Section 11(a)(iii)
      hereof.

    


    (k)                "Common
      Stock Event" shall mean
      the occurrence of any event described in (i) Section 11(a)(ii)
      hereof or (ii) clause (a), (b) or (c) of the first sentence of Section 13
      hereof.

    


    (l)                "Company"
      shall have the
      meaning set forth in the preamble to this Agreement.

    


    (m)                "Current
      Market Price" shall
      have the meaning set forth in Section 11(d)
      hereof.

    


    (n)                "Current
      Value" shall have the
      meaning set forth in Section 11(a)(iii)
      hereof.

    


    (o)                "Declaration
      Date" shall have
      the meaning set forth in the preamble to this Agreement.

    


    (p)                "Directors"
      shall mean the
      members of the Board.

    


    (q)                "Disqualified
      Transferee" shall
      mean any Person who is a direct or indirect transferee of any Right from an
      Acquiring Person or an Affiliate of an Acquiring Person and became such a
      transferee (x) after the occurrence of a Common Stock Event or (y) prior to
      or
      concurrently with the Acquiring Person

    becoming
      such and received such Right 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 (whether or not in writing) regarding
      the transferred Right, or (B) which a majority of the Board reasonably
      determines is part of a plan, arrangement, or understanding (whether or not
      in
      writing) which has as a primary purpose or effect, the avoidance of Section 7(e)
      hereof.

    


    (r)                "Distribution
      Date" shall mean
      the date which is the later of (A) the earlier of (x) the 10th Business Day
      following the Stock Acquisition Date (or, if the 10th Business Day following
      the
      Stock Acquisition Date occurs before the Dividend Record Date, at the close
      of
      business on the Dividend Record Date) or (y) the 10th Business Day following
      the
      Offer Commencement Date (or, if the 10th
      Business Day following the Offer Commencement Date occurs before the Dividend
      Record Date, at the close of business on the Dividend Record Date) or (B) such
      specified or unspecified date thereafter which is on or after the Dividend
      Record Date, as may be determined by a majority of the Board.

    


    (s)                "Dividend
      Record Date" shall
      have the meaning set forth in the preamble to this Agreement.

    


    (t)                "Equivalent
      Preferred Stock"
      shall have the meaning set forth in Section 11(b)
      hereof.

    


    (u)                "Excess
      Amount" shall have the
      meaning set forth in Section 11(a)(iii)
      hereof.

    


    (v)                "Exchange
      Act" shall mean the
      Securities Exchange Act of 1934 (or any successor act), as in effect on the
      Declaration Date.

     

    (w)                "Exchange
      Ratio" shall have the
      meaning set forth in Section 24(a)
      hereof.


    
      
         
          

      

      
        4

        
          

        

      

      
         
          

      

    

     

    (x)               "Expiration
      Date" shall have
      the meaning set forth in Section 7(a)
      hereof.

     

    (y)                "Offer
      Commencement Date" shall
      mean the date of the commencement by any Person, other than (i) the Company,
      (ii) a Subsidiary of the Company, (iii) any employee benefit plan of the Company
      or of any Subsidiary of the Company or (iv) any Person organized, appointed,
      or
      established by the Company or such Subsidiary pursuant to the terms of any
      such
      plan, of a tender or exchange offer (including when such offer is first
      published or sent or given within the meaning of Rule 14d-2(a) of the General
      Rules and Regulations under the Exchange Act) if upon consummation thereof
      the
      Person and Affiliates thereof would be the Beneficial Owner of 15% or more
      of
      the then outstanding shares of Common Stock (including any such date which
      is
      after the date of this Agreement and prior to the issuance of the Rights on
      the
      Dividend Record Date or thereafter).

    


    (z)                "Officers'
      Certificate" has the
      meaning set forth in Section 20(b)
      hereof.

    


    (aa)                "Other
      Consideration" has the
      meaning set forth in Section 6(a)
      hereof.

    


    (bb)                "Person"
      shall mean a company,
      corporation, association, partnership, joint venture, trust, estate,
      organization, business, entity or individual.

    


    (cc)                "Preferred
      Stock" shall mean
      the Series B Preferred Stock, $.10 par value, of the Company, having the rights
      and preferences set forth in the form of Certificate of Designation attached
      hereto as Exhibit
      A.

    


    (dd)                "Purchase
      Price" shall have the
      meaning set forth in Section 7(b)
      hereof.

    


    (ee)                Redemption
      Price" shall have
      the meaning set forth in Section 23
      hereof.

    


    (ff)                "Rights"
      shall have the meaning
      set forth in the preamble to this Agreement.

    


    (gg)                "Rights
      Agent" shall have the
      meaning set forth in the preamble of this Agreement subject to the appointment
      of a successor Rights Agent pursuant to Section 21
      hereof.

    


    (hh)                "Rights
      Certificates" shall
      have the meaning set forth in Section 3(a)
      hereof.

    


    (ii)                "Stock
      Acquisition Date" shall
      mean the later of (i) the date of the first public announcement by an Acquiring
      Person or the Company 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), or (ii)
      the date on which an executive officer of the Company has actual knowledge
      that
      an Acquiring Person has become such.

    


    (jj)                "Subsidiary"
      shall mean, as of
      any date, any Person of which the Company (or other specified Person) owns
      directly, or indirectly through a Subsidiary or Subsidiaries, at least a
      majority of the outstanding capital stock (or other shares of beneficial
      interest) entitled to vote generally, or holds directly, or indirectly through
      a
      Subsidiary or Subsidiaries, at least a majority of partnership or similar
      interests, or is a general partner, or of which the Company (or other specified
      Person) owns voting securities sufficient to elect at least a majority of the
      directors of such Person.

    


    (kk)                "Substitution
      Period" shall
      have the meaning set forth in Section 11(a)(iii)
      hereof.

    


    (ll)                "Summary
      of Rights" shall have
      the meaning set forth in Section 3(b)
      hereof.


    
      
         
          

      

      
        5

        
          

        

      

      
         
          

      

    

     

    (mm)                "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 day which is a

    Business
      Day.

    


    Section
      2. Appointment of
      Rights Agent.  The
      Company hereby appoints the Rights Agent to act as agent for the Company and
      the
      holders of the Rights (who, in accordance with Section 3 hereof, shall prior
      to
      the Distribution Date also be the holders of the Common Stock) in accordance
      with the terms and conditions hereof, and the Rights Agent hereby accepts such
      appointment.  The Company may from time to time, upon prior written
      notice to the Rights Agent, appoint such Co-Rights Agents as it may deem
      necessary or desirable.

     

    Section
      3. Issue of Rights
      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 shares
      of
      Common Stock registered in the names of the holders of the Common Stock (which
      certificates shall be deemed also to be certificates for the associated Rights)
      and not by separate rights certificates, and (ii) the Rights will be
      transferable only in connection with the transfer of the associated shares
      of
      Common Stock.  As soon as practicable after the Distribution Date, the
      Rights Agent will send by first-class, insured, postage prepaid mail, to each
      record holder of the Common Stock as of the Close of Business on the
      Distribution Date, at the address of such holder shown on the stock transfer
      records of the Company, one or more rights certificates, in substantially the
      form of Exhibit
      B hereto (the "Rights
      Certificates"), evidencing in the aggregate that number of Rights to
      which such holder is entitled in accordance with the provisions of this
      Agreement.  As of and after the Distribution Date, the Rights will be
      evidenced solely by such Rights 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.

    


    (b)                As
      soon as practicable after the Dividend Record Date, the Company will cause
      a
      copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary
      of Rights"), to be
      sent by first-class, postage prepaid mail, to each record holder of the Common
      Stock as of the Close of Business on the Dividend Record Date, at the address
      of
      such holder shown on the stock transfer records of the Company.  With
      respect to certificates for the Common Stock outstanding as of the Dividend
      Record Date, until the Distribution Date, the Rights associated with the shares
      of Common Stock represented by such certificates will be evidenced by such
      certificates for the Common Stock and the registered holders of the Common
      Stock
      shall also be the registered holders of the associated Rights.  Until
      the Distribution Date (or the earlier redemption, expiration or termination
      of
      the Rights), the surrender for transfer of any of the certificates representing
      shares of the Common Stock outstanding on the Dividend Record Date, with or
      without a copy of the Summary of Rights, shall also constitute the transfer
      of
      the Rights associated with the Common Stock represented by such
      certificate.

    


    (c)                Rights
      shall be issued in respect of all shares of Common Stock issued (whether
      originally issued or delivered from the Company's treasury) after the Dividend
      Record Date but prior to the earliest of (i) the Distribution Date, (ii) the
      Expiration Date, or (iii) the redemption of the Rights.  Certificates
      representing such shares of Common Stock and certificates issued on transfer
      of
      such shares of Common Stock, with or without a copy of the Summary of Rights,
      prior to the Distribution Date (or earlier expiration or redemption of the
      Rights) shall be deemed also to be certificates for the associated Rights,
      and
      commencing as soon as reasonably practicable following the Dividend Record
      Date
      shall bear the following legend (or a legend substantially in the form
      thereof):


    
      
         
          

      

      
        6

        
          

        

      

      
         
          

      

    

    


    “This
      certificate also evidences and entitles the holder to Rights set forth in a
      Rights Agreement between the issuer and American Stock Transfer & Trust
      Company, as Rights Agent (the "Rights Agent") (as amended and restated from
      time
      to time, the "Rights Agreement"), the terms of which are incorporated herein
      by
      reference and a copy of which is on file at the principal offices of both the
      issuer and the Rights Agent.  The Rights Agent will mail to the
      registered holder of this certificate a copy of the Rights Agreement, as in
      effect on the date of mailing, without charge upon written request. Under
      certain circumstances set forth in the Rights Agreement, such Rights will be
      evidenced by separate certificates and will no longer be evidenced by this
      certificate. Under certain circumstances set forth in the Rights Agreement,
      Rights issued to, or held by any Person who is, was or becomes, or acquires
      shares from, an Acquiring Person or any Affiliate of an Acquiring Person (as
      each such term is defined in the Rights Agreement and generally relating to
      the
      ownership or purchase of large shareholdings), whether currently held by or
      on
      behalf of such Person or Affiliate or by certain subsequent holders, may become
      null and void.”

    


    Until
      the
      Distribution Date or the earlier redemption, expiration or termination of the
      Rights, the Rights associated with the Common Stock shall be evidenced by the
      Common Stock certificates alone and the registered holders of Common Stock
      shall
      also be the registered holders of the associated Rights, and the surrender
      for
      transfer of any of such certificates shall also constitute the transfer of
      the
      Rights associated with the Common Stock represented by such
      certificate.

    


    Section
      4. Form of Rights
      Certificates.

     

    (a)                The
      Rights Certificates (and the form of assignment and the form of exercise notice
      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 Company may deem appropriate and as
      are
      not inconsistent with the provisions of this Agreement, or as may
      be  required to comply with any applicable law 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 traded, or
      to
      conform to usage. Subject to the provisions of Sections 11 and 22 hereof, the
      Rights Certificates, whenever distributed, shall be dated as of the Dividend
      Record Date (or, if the shares pursuant to which the Rights are attached are
      issued thereafter, such date of issuance), shall include the date of
      countersignature and on their face shall entitle the holders thereof to purchase
      such number of one one-hundredths of a share of Preferred Stock as shall be
      set
      forth therein at the Purchase Price (as hereinafter defined), 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
      Rights Certificate issued pursuant to Section 3(a) or 22
      hereof that
      represents Rights beneficially owned by (i) any Acquiring Person or any
      Affiliate of an Acquiring Person, or (ii) any Disqualified Transferee, and
      any
      other Rights Certificate issued pursuant to Section 6 or 11
      hereof upon the
      transfer, exchange, replacement, or adjustment of any such Rights Certificate,
      shall contain (to the extent feasible) the following legend:

    


    “The
      Rights represented by this Rights Certificate are or were beneficially owned
      by
      a Person who was or became an Acquiring Person or an Affiliate (which includes
      both affiliates and associates) of an Acquiring Person (as each such term is
      defined in the Rights Agreement


    
      
         
          

      

      
        7

        
          

        

      

      
         
          

      

    


    between
      the issuer and American Stock Transfer & Trust Company, as Rights Agent,
      (the "Rights Agreement")). Accordingly, this Rights Certificate and the Rights
      represented hereby may become null and void in the circumstances specified
      in
      Section 7(e) of the Rights Agreement.  The Rights Agent will mail to
      the registered holder of this certificate a copy of the Rights Agreement, as
      in
      effect on the date of such mailing, without charge upon written
      request.”

    


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

     

    Following
      the Distribution Date, the Rights Agent shall keep or cause to be kept, at
      the
      office of the Rights Agent designated for such purpose, books for registration
      and transfer of the Rights Certificates issued hereunder.  Such books
      shall show the names and addresses of the respective holders of the Rights
      Certificates, the number of Rights evidenced on its face by each of the Rights
      Certificates, and the date of countersignature thereof by the Rights
      Agent.

    


    Section
      6. Transfer, Split
      Up,
      Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost
      or
      Stolen Rights 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 earlier of the Close of Business on the Expiration Date or the redemption
      of
      the Rights, any Rights Certificate may be transferred, split up, combined or
      exchanged for another Rights Certificate or Rights Certificates, entitling
      the
      registered holder to purchase a like number of one one-hundredths of a share
      of
      Preferred Stock (or, following a Common Stock Event, Common Stock and/or such
      other securities, cash, or other assets as shall be issuable in respect of
      the
      Rights in accordance with the terms of this Agreement (such other securities,
      cash or other assets being referred to herein as "Other Consideration")) as the
      Rights Certificate surrendered then entitled such holder (or former holder
      in
      the case of a transfer) to purchase.  Any registered holder desiring
      to transfer, split up, combine or exchange any Rights Certificate shall make
      such request in writing delivered to the Rights Agent, and shall surrender
      the
      Rights Certificate to be transferred, split up, combined, or exchanged at the
      office of the Rights Agent designated for such purpose, accompanied by a
      signature guarantee and such other documentation as the Rights Agent may
      reasonably request.  Neither the Rights Agent nor the Company shall be
      obligated to take any action whatsoever with respect to the transfer of any
      such
      surrendered Rights Certificate until the registered holder shall have completed
      and signed the certificate contained in the form of assignment on the reverse
      side of such Rights Certificate and shall have provided such additional evidence
      of the identity of the Beneficial Owner from whom the Rights evidenced by such
      Rights Certificate are to be transferred (or the Beneficial Owner to whom such
      Rights


    
      
         
          

      

      
        8

        
          

        

      

      
         
          

      

    


    are
      to be
      transferred) or Affiliates thereof as the Company shall reasonably
      request.  Thereupon, subject to Sections 4(b), 7(e)
      and 14 hereof,
      the
      Company shall execute and the Rights Agent shall countersign and deliver to
      the
      Person entitled thereto a Rights Certificate or Rights Certificates, as the
      case
      may be, as so requested.  The Company 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 Rights Certificates which the Company is not required to pay in
      accordance with Section 9(d)
      hereof.

     

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

    


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

     

    (a)                Except
      as otherwise provided herein, the registered holder of any Rights Certificate
      may exercise the Rights evidenced thereby in whole or in part at any time from
      and after the Distribution Date and at or prior to the Close of Business on
      July
      27, 2018 (the "Expiration Date") or the earlier redemption of the
      Rights.  At the Expiration Date (or the earlier redemption of the
      Rights), all Rights shall be extinguished and all Rights Certificates shall
      become null and void.  To exercise Rights, the registered holder of
      the Rights Certificate evidencing such Rights shall surrender such Rights
      Certificate, with the form of election to purchase on the reverse side thereof
      and the certificate contained therein duly executed, to the Rights Agent at
      the
      office of the Rights Agent designated for such purpose, accompanied by a
      signature guarantee and such other documentation as the Rights Agent may
      reasonably request, together with payment in cash, only if by electronic or
      wire
      transfer, or by certified check or bank check, of the Purchase Price with
      respect to the total number of one one-hundredths of a share of Preferred Stock
      (or, after a Common Stock Event, shares and/or similar units of Common Stock
      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 Company all
      payments of the Purchase Price received in respect of Rights Certificates
      accepted for exercise.

    


    (b)                The
      purchase price for each one one-one hundredth of a share of Preferred Stock
      issuable pursuant to the exercise of a Right (the "Purchase Price") shall
      initially be $59.09, 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 Rights Certificate representing the Rights, with the form of
      election to purchase set forth on the reverse side thereof and the certificate
      contained therein duly executed, accompanied by payment of the Purchase Price,
      with respect to each Right so exercised, the Rights Agent, subject to Sections 7(e), 11(a)(iii)
      and 20(k) hereof,
      shall
      thereupon promptly (i) requisition from any transfer agent of the Preferred
      Stock (or Common Stock, as the case may be) (or from the Company 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
      share of Preferred Stock (or Common Stock, as the case may be) to be purchased
      and the Company hereby irrevocably authorizes such transfer agent to comply
      with
      any such request, (ii) after receipt of such certificates, cause the same to
      be
      delivered to or upon
      the
      order of the registered holder of such Rights Certificate, registered in such
      name or names as may be designated in writing by such holder, and (iii) when
      appropriate, requisition from the Company

     

    
      
         
          

      

      
        9

        
          

        

      

      
         
          

      

    

     

    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 Rights Certificate. After
      the occurrence of the later of a Common Stock Event or the Dividend Record
      Date
      the Company shall make all necessary arrangements so that any Other
      Consideration then deliverable or which may be deliverable in respect of the
      Rights is available for distribution by the Rights Agent. For purposes of this
      Section 7, the
      Rights Agent shall be entitled to rely, and shall be protected in relying,
      on an
      Officers' Certificate from the Company to the effect that the Distribution
      Date
      has occurred.

     

    (d)                Subject
      to Sections
      4(b), 7(e) and
14
      hereof, in case
      the registered holder of any Rights Certificate shall exercise less than all
      the
      Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent
      to the Rights remaining unexercised shall be executed and delivered by the
      Company to the Rights Agent and countersigned and delivered by the Rights Agent
      to the registered holder of such Rights Certificate or to such holder's duly
      authorized assigns.

    


    (e)                Notwithstanding
      anything in this Agreement to the contrary, from and after the first occurrence
      of the later of a Common Stock Event or the Dividend Record Date any Rights
      beneficially owned by (i) an Acquiring Person or an Affiliate of an Acquiring
      Person, or (ii) 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 Company shall use all reasonable efforts to ensure
      that the provisions of this Section 7(e) and Section 4(b) hereof are complied
      with, but the Company shall have no liability to any holder of Rights
      Certificates or other Person and none of the terms of this Agreement or the
      Rights shall be deemed to be waived with respect to such holder or other Person
      as a result of any failure by the Company to make any determinations with
      respect to an Acquiring Person or any Affiliate of an Acquiring Person or
      Disqualified Transferees hereunder or any failure to have a legend placed on
      any
      Rights Certificate in accordance with Section 4(b) hereof or on any Common
      Stock
      certificate in accordance with Section 3(c) hereof.

    


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

    


    Section
      8. Cancellation and
      Destruction of Rights Certificates.  All
      Rights 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 Company or to any of its agents (other
      than the Rights Agent), be delivered to the Rights Agent for cancellation or
      in
      canceled form, or, if surrendered to the Rights Agent, shall be canceled by
      it,
      and no Rights Certificates shall be issued in lieu thereof except as expressly
      permitted by any of the provisions of this Agreement.  The Company
      shall deliver to the Rights Agent for cancellation and retirement, and the
      Rights Agent shall so cancel and retire, any other Rights Certificates purchased
      or retired by the Company otherwise than upon the exercise thereof. The Rights
      Agent shall deliver all canceled Rights Certificates to the Company, or may,
      at
      the written request of the Company, but shall not be required to, destroy such
      canceled Rights Certificates, and in such case shall deliver a certificate
      of
      destruction thereof to the Company.

     

    
      
         
          

      

      
        10

        
          

        

      

      
         
          

      

    

     

    Section
      9. Reservation and Availability of
      Shares of Preferred Stock; Other Covenants.

     

    (a)                The
      Company covenants and agrees that on and after the Distribution Date, it shall
      use reasonable efforts to cause to be reserved and kept available out of its
      authorized and unissued shares of Preferred Stock (or, following the occurrence
      of a Common Stock Event, out of its authorized and unissued shares of Common
      Stock and/or Other Consideration, or out of its authorized and issued shares
      held in its treasury), the number of shares of Preferred Stock (or, following
      a
      Common Stock Event, shares of Common Stock and/or Other Consideration) that,
      except as provided in Section 11(a)(iii)
      hereof, would then be sufficient to permit the exercise in full of all
      outstanding Rights; provided, however,
      that the
      reservation of such shares shall be subject and subordinate to any other
      reservation of such shares made by the Company at any time for any lawful
      purpose; provided,
      further, however,
      that in no
      event shall such failure to so reserve shares affect the rights of any holder
      of
      Rights hereunder.

    


    (b)                The
      Company covenants and agrees that on and after the Distribution Date so long
      as
      the Preferred Stock (or, following a Common Stock Event, shares and/or similar
      units of Common Stock and/or Other Consideration) issuable upon the exercise
      of
      Rights may be listed on any national securities exchange, the Company 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
      Company covenants and agrees that it shall take all such action as may be
      necessary to ensure that each one one-hundredth of a share of Preferred Stock
      (or, following a Common Stock Event, each share and/or similar unit of Common
      Stock or Other Consideration) delivered upon exercise of Rights shall, at the
      time of delivery of the certificates for such shares (or units), subject to
      payment in full of the Purchase Price, be duly and validly authorized and issued
      and fully paid and nonassessable.

    


    (d)                The
      Company covenants and agrees that it shall pay when due and payable any and
      all
      federal and state transfer taxes and similar charges which may be payable in
      respect of the issuance or delivery of the Rights Certificates or of any shares
      of Preferred Stock (or, following the occurrence of a Common Stock Event, each
      share and/or similar unit of Common Stock or Other Consideration) upon the
      exercise of Rights; provided, however,
      that the
      Company 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 Rights
      Certificates or in the issuance or delivery of certificates for any shares
      of
      Preferred Stock (or, following the occurrence of a Common Stock Event, each
      share and/or similar unit of Common Stock or Other Consideration) in a name
      other than that of the registered holder of the Rights Certificate evidencing
      Rights surrendered for exercise or to issue or deliver any certificates for
      any
      shares of Preferred Stock (and, following the occurrence of a Common Stock
      Event, any shares and/or similar units of Common Stock or Other Consideration)
      upon the exercise of any Rights until any such tax shall have been paid (any
      such tax being payable by the holder of such Rights Certificate at the time
      of
      surrender thereof) or until it has been established to the Company's
      satisfaction that no such tax is due.

    


    (e)                The
      Company shall use its best efforts (i) to file, as soon as practicable following
      the earliest date after the first occurrence of a Common Stock Event on which
      the consideration to be delivered by the Company upon exercise of the Rights
      has
      been determined in accordance with this Agreement, or as soon as is required
      by
      law following the Distribution Date, as the case may be, a registration
      statement under the Act, with respect to the securities issuable upon exercise
      of the Rights on an appropriate form, (ii) to cause such registration statement
      to become effective as soon as practicable after such filing, and (iii) to
      cause
      such registration statement to remain effective (with a prospectus at all times
      meeting the requirements of the 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 or earlier redemption of the Rights.  The Company will
      also take such action as may be appropriate under, or to ensure compliance
      with,
      the securities or "blue sky" laws of the various states of the United States
      in
      connection with the exercisability of the
      Rights.  The


    
      
         
          

      

      
        11

        
          

        

      

      
         
          

      

    


    Company
      may temporarily suspend, for a period of time not to exceed ninety (90) days
      after the date set forth in clause (i) of the first sentence of this Section 9(e), the
      exercisability of the Rights in order to prepare and file such registration
      statement or to permit it to become effective.  Upon any such
      suspension, the Company shall issue a public announcement stating that the
      exercisability of the Rights has been temporarily suspended.  The
      Company shall thereafter issue a public announcement at such time as the
      suspension is no longer in effect.  Notwithstanding any provision of
      this Agreement to the contrary, the Rights shall not be exercisable in any
      jurisdiction unless the requisite qualification in such jurisdiction shall
      have
      been obtained.

     

    Section
      10. Preferred Stock
      Record Date; Etc.  Each
      Person in whose name any certificate for any shares of Preferred Stock (or,
      following the occurrence of a Common Stock Event, shares and/or similar units
      of
      Common Stock or Other Consideration) is issued upon the exercise of Rights
      shall
      for all purposes be deemed to have become the holder of record of such shares
      of
      Preferred Stock (or such shares and similar units of Common Stock and/or Other
      Consideration, as the case may be) represented thereby, and such certificate
      shall be dated the date which is the later of (i) the date upon which the Rights
      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 Company are closed, such Person shall
      be deemed to have become the record holder of such shares (or Other
      Consideration) on, and such certificate shall be dated, the next succeeding
      Business Day on which such transfer books of the Company are open; provided,
      further, that the Company 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 for shares and/or similar units of
      Preferred Stock, Common Stock or Other Consideration shall be dated in
      accordance with this Section 10), the
      holder of a Rights Certificate, as such, shall not be entitled to any rights
      of
      a security holder of the Company with respect to the shares of Preferred Stock
      or Common Stock (and/or such shares or similar units of Common Stock or Other
      Consideration) for which the Rights shall be exercisable, including, without
      limitation, the right to vote, to receive dividends or other distributions,
      or
      to exercise any preemptive rights, and shall not be entitled to receive any
      notice of any proceedings of the Company, except as expressly provided
      herein.

     

    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 Company shall at
      any time after the Declaration Date (A) declare and pay a dividend on the
      Preferred Stock payable in shares of Preferred Stock, (B) subdivide the
      outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into
      a
      smaller number of shares, or (D) issue, change, or alter any of its shares
      of
      capital stock in a reclassification or recapitalization (including any such
      reclassification in connection with a consolidation or merger in which the
      Company is the continuing or surviving Person), except as otherwise provided
      in
      this Section
      11(a) and Section 7(e) hereof,
      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
      shares of capital stock 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 shares of Preferred Stock or other
      capital stock which, if such Right had been exercisable and was exercised
      immediately prior to such time at the Purchase Price then in effect and at
      a
      time when the transfer books for the Preferred Stock (or other capital stock)
      of
      the Company were open, such holder would have owned upon such exercise and
      been
      entitled to receive by virtue of such dividend, subdivision, combination,
      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

     

    
      
         
          

      

      
        12

        
          

        

      

      
         
          

      

    


    Section
      11(a)(i)
      shall be in addition to, and shall be made prior to, any adjustment required
      pursuant to Section
      11(a)(ii) hereof.

     

    (ii)         Other
      than (x) pursuant to an offer for all outstanding shares of the Common Stock
      at
      a price and on terms determined by a least a majority of the Board of Directors
      who are not officers of the Company and who are not representatives, nominees,
      Affiliates or Associates of an Acquiring Person, determines to be in the best
      interests of, and is fair to, the Company and its stockholders, other than
      such
      Acquiring Person, its Affiliates and its Associates, or (y) a transaction or
      transactions to which the provisions of Section 13(a) apply, then in the
      event

    


    (A)             any
      Person shall at any time after the Declaration Date become an Acquiring Person;
      or

    


    (B)             any
      Acquiring Person or any Affiliate of any Acquiring Person, at any time after
      the
      Declaration Date, directly or indirectly, shall (1) merge into the Company
      or
      otherwise combine with the Company, and the Company shall be the continuing
      or
      surviving corporation of such merger or combination and the Common Stock of
      the
      Company shall remain outstanding and no shares thereof shall be changed or
      otherwise transformed into stock or other securities of any other Person or
      the
      Company or cash or any other property, (2) in one or more transactions, transfer
      any assets to the Company 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 Company, 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) sell, purchase,
      lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one
      transaction or a series of transactions) to, from or with the Company or any
      of
      the Company's Subsidiaries, assets with an aggregate fair market value in excess
      of 50% of the assets of the Company and its Subsidiaries determined on a
      consolidated basis on terms and conditions less favorable to the Company than
      the Company would be able to obtain through arm's-length negotiation with an
      unaffiliated third party, (4) receive any compensation from the Company or
      any
      of the Company's Subsidiaries other than compensation as a director of the
      Company or for full-time employment as a regular employee at rates in accordance
      with the Company's (or such Subsidiary's) past practices, (5) receive the
      benefit (except proportionately as a stockholder), of any loans, advances,
      guarantees, pledges or other financial assistance provided by the Company or
      any
      of its Subsidiaries on terms and conditions less favorable to the Company (or
      such Subsidiary) than the Company would be able to obtain through arm's-length
      negotiation with an unaffiliated third party or (6) commence a tender or
      exchange offer for securities of the Company; or

    


    (C)             during
      such time as there is an Acquiring Person at any time after the Declaration
      Date, there shall be any reclassification of securities (including any
      combination thereof), or recapitalization of the Company, or any merger or
      consolidation of the Company with any of its Subsidiaries, (whether or not
      with
      or into or otherwise involving an Acquiring Person or any Affiliate of an
      Acquiring Person), or any repurchase by the Company or any of its Subsidiaries
      of shares of the Common Stock of the Company, or any other class or series
      of
      securities issued by the Company, which reclassification, recapitalization,
      merger, consolidation or repurchase is effected at a time when a majority of
      the
      Board consists of persons who are the Acquiring Person or its Affiliates, or
      nominees or designees of any thereof, 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 Company or any of its Subsidiaries which is directly or indirectly owned
      by an Acquiring Person or any Affiliate of an Acquiring Person

     

    
      
         
          

      

      
        13

        
          

        

      

      
         
          

      

    

    


    then,
      in
      each such case, upon the Close of Business on the tenth Business Day after
      the
      occurrence of such event or if such tenth Business Day following the occurrence
      of such event occurs before the Dividend Record Date, upon the Dividend Record
      Date, 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 Purchase Price in effect at the time of exercise
      in
      accordance with the terms of this Agreement, in lieu of a number of one
      one-hundredths of a share of Preferred Stock, such number of shares of Common
      Stock of the Company 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 share of Preferred Stock for which a Right was or
      would have been exercisable immediately prior to the first occurrence of any
      such event whether or not such Right was then exercisable, and (y) dividing
      that
      product by 50% of the Current Market Price per share of the Common Stock of
      the
      Company (as defined in Section 11(d) hereof) determined as of the date of such
      first occurrence.

    


    (iii)         In
      lieu of issuing whole or fractional shares of Common Stock in accordance with
      Section 7(c) hereof, the Company shall (i) in the event that the number of
      shares of Common Stock which are authorized by the Company's charter 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 7(c) hereof, or (ii) if a majority of the Board
      determines that it would be appropriate and not contrary to the interests of
      the
      holders of Rights (other than any Acquiring Person or Disqualified Transferee
      or
      any Affiliate of the Acquiring Person or Disqualified Transferee), (A) determine
      an amount, if any, (the "Excess Amount") equal to the excess of (1) the value
      (the "Current Value") of the whole or fractional shares of Preferred Stock
      (or
      Common Stock) issuable upon the exercise of a Right in accordance with Section
      7(c) hereof, over (2) the Purchase Price, and (B) with respect to each Right,
      (subject to Section 7(e) hereof) make adequate provision to substitute for
      such
      whole or fractional shares of Preferred Stock (or Common Stock), upon payment
      of
      the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price,
      (3) Common Stock or other equity securities of the Company (including, without
      limitation, shares or units of Preferred Stock or preferred stock which the
      Board has deemed in good faith to have the same value as a share of Common
      Stock
      (such shares of preferred stock being referred to herein as "Common Stock
      Equivalents")), (4) debt securities of the Company, (5) other assets, or (6)
      any
      combination of the foregoing (which would include the additional consideration
      provided to any holder by reducing the Purchase Price) having an aggregate
      value
      equal to the Current Value, where such aggregate value has been determined
      by
      the Board; provided,
      however, subject to the provisions of Section 9(e) hereof, that if the
      Company shall not have made adequate provision to deliver value pursuant to
      clause (B) above within 30 days following the Close of Business on the tenth
      Business Day after the first occurrence of a Common Stock Event described in
      Section 11(a)(ii) hereof or, if such tenth Business Day occurs before the
      Dividend Record Date, upon the Dividend Record Date, then the Company shall
      be
      obligated to deliver, upon the surrender for exercise of a Right and without
      requiring payment of the Purchase Price, whole or fractional shares of Preferred
      Stock (or Common Stock) (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 Board shall determine in good faith that it is likely that sufficient
      additional shares of Common Stock or Common Stock Equivalents could be
      authorized for issuance upon exercise in full of the Rights, the 30-day period
      set forth above may be extended to the extent necessary, but not more than
      90
      days following the Close of Business on the tenth Business Day after the first
      occurrence of such a Common Stock Event or, if such tenth Business Day occurs
      before the Dividend Record Date, upon the Dividend Record Date (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 Company determines that some
      action is to be taken pursuant to the preceding provisions of this Section
      11(a)(iii), the Company (x) shall provide, subject to Section 7(e)
      hereof,

     

    
      
         
          

      

      
        14

        
          

        

      

      
         
          

      

    


    that
      (except as to the form of consideration which shall be determined as appropriate
      by a majority of the Board) 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 provisions and
      to
      determine the value thereof. In the event of any such suspension, the Company
      shall issue a public announcement stating that the exercisability of the Rights
      has been temporarily suspended. The Company shall thereafter issue a public
      announcement at such time as the suspension is no longer in effect. For purposes
      of this Section 11(a)(iii), the value of the Common Stock issuable upon exercise
      of a Right in accordance with Section 7(c) hereof shall be the Current Market
      Price per share of the Common Stock (as determined pursuant to Section 11(d)
      hereof) on the Close of Business on the tenth Business Day after the date of
      the
      first occurrence of such a Common Stock Event or, if such tenth Business Day
      occurs before the Dividend Record Date, upon the Dividend Record Date, and
      the
      value of any Common Stock Equivalent shall be deemed to be equal to the Current
      Market Price per share of the Common Stock on such date.

     

    (b)                In
      the event the Company shall, after the Dividend Record Date, fix a record date
      for the issuance of any options, warrants, or other rights to all holders of
      Preferred Stock entitling them (for a period expiring within 45 calendar days
      after such record date) to subscribe for or purchase (i) Preferred Stock or
      (ii)
      shares having the same rights, privileges and preferences as the shares of
      any
      number of one one-hundredths of a share of Preferred Stock ("Equivalent Preferred Stock")
      or (iii) securities convertible into Preferred Stock or Equivalent Preferred
      Stock at a price per share of Preferred Stock or Equivalent Preferred Stock
      (or
      having a conversion price per share of Common Stock, if a security is
      convertible into Preferred Stock or Equivalent Preferred Stock) less than the
      Current Market Price per share of Preferred Stock (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 shares of Preferred Stock outstanding on such
      record date plus the number of shares of Preferred Stock and/or Equivalent
      Preferred Stock which the aggregate minimum offering price of the total number
      of shares of one one-hundredths of a share of Preferred Stock and/or Equivalent
      Preferred Stock 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 shares of
      Preferred Stock outstanding on such record date plus the maximum number of
      additional shares of Preferred Stock and/or Equivalent Preferred Stock 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 by delivery of 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 Board (which determination shall be described
      in
      an Officers' Certificate filed with the Rights Agent).  Shares of
      Preferred Stock owned by or held for the account of the Company shall not be
      deemed outstanding for the purpose of any such computation.  Such
      adjustment shall be made successively whenever such a record date is fixed;
      and
      in the event that such options, warrants or other rights 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 Company shall, after the Dividend Record Date, fix a record
      date for the making of a distribution to all holders of Preferred Stock
      (including any such distribution made in connection with a consolidation or
      merger in which the Company is the surviving or continuing Person) of evidences
      of indebtedness, cash (other than cash dividends paid out of the earnings or
      retained earnings of the Company and its Subsidiaries determined on a
      consolidated basis in accordance with generally accepted accounting principles
      consistently applied), other property (other than a dividend payable in
      a


    
      
         
          

      

      
        15

        
          

        

      

      
         
          

      

    

     

    number
      of
      one one-hundredths of a share of Preferred Stock, but including any dividend
      payable in capital stock other than Preferred Stock), or subscription rights
      or
      warrants (excluding those referred to in Section 11(b)
      hereof), the Purchase Price to be in effect after such record date shall be
      determined by multiplying the Purchase Price in effect immediately prior to
      such
      record date by a fraction, of which the numerator shall be (i) the Current
      Market Price per share of Preferred Stock (as defined in Section 11(d) hereof)
      determined as of such record date, less (ii) the sum of (A) that portion of
      cash
      plus (B) the fair-market value, as determined in good faith by the Board (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 share
      of
      Common Stock and of which the denominator shall be such Current Market Price
      per
      share of the Preferred Stock. 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).

     

    (d)                For
      purposes of any computation pursuant to Section 11(a)(iii)
      hereof, 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 10
      consecutive Trading Days immediately after such date, and for the purpose of
      any
      other 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 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 such 10 Trading Days or 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 respective 10 Trading Day or 20 Trading Day
      period.  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 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 sale
      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 Board; 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 Board (which
      determination shall be described in an Officers' Certificate filed with the
      Rights Agent); provided, however, that the "Closing Price" of one
      one-hundredth of a share of Preferred Stock as of any Trading Day shall be
      equal
      to the Closing Price of a whole share of Preferred Stock on such Trading Day
      divided by 10; provided, further,
      that if the
      Closing Price of such a share of Preferred Stock as of any Trading Day cannot
      be
      reasonably determined by the foregoing provisions, the "Closing Price" of one
      one-hundredth of a share of Preferred Stock on such Trading Date shall be the
      Closing Price of a share of Common Stock on such Trading Day.

    


    (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


    
      
         
          

      

      
        16

        
          

        

      

      
         
          

      

    

    


    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 share (or similar unit) of Common Stock or securities other
      than Preferred Stock or Equivalent Preferred Stock or (y) one-millionth of
      a
      share of Preferred Stock or Equivalent Preferred Stock. Notwithstanding the
      first sentence of this Section 11(e), any adjustment required by this Section 11 shall be
      made no later than the earlier of (i) three years from the date of the
      transaction which mandates the adjustment or (ii) the Expiration
      Date.  Anything in this Section 11 to the
      contrary notwithstanding, the Company shall be entitled to make such reductions
      in the Purchase Price, in addition to those required by this Section 11, as it in
      its discretion shall determine to be advisable in order that any dividends,
      subdivision of shares, distribution of rights to purchase shares of beneficial
      interest or other stock or securities, or distribution of securities convertible
      into or exchangeable for stock hereafter made by the Company to its stockholders
      shall not be taxable.

    


    (f)                In
      the event that at any time, as a result of an adjustment made in respect of
      a
      Common Stock Event, the holder of any Right thereafter exercised shall become
      entitled to receive any shares of capital stock of the Company other than shares
      of Preferred Stock, thereafter the number of such other shares so receivable
      upon exercise of any Right and the Purchase Price thereof shall be subject
      to
      adjustment from time to time in a manner and on terms as nearly equivalent
      as
      practicable to the provisions with respect to such other shares contained in
      Sections 11(a),
      (b),
      (c), (e), (g), (h), (i), (j), (k), (m) and (p) hereof,
      and the
      provisions of Sections
      7, 9, 10, 11(d), 13 and 14 hereof
      with
      respect to the shares of Preferred Stock shall apply on like terms to any such
      other shares.

    


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

    


    (h)                Unless
      the Company 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 share of Preferred Stock (calculated to the
      nearest one-millionth of a share) obtained by (i) multiplying (x) the number
      of
      one one-hundredths of a share of Preferred Stock covered by a Right immediately
      prior to this adjustment, by (y) the Purchase Price in effect immediately prior
      to such adjustment of the Purchase Price, and (ii) dividing the product so
      obtained by the Purchase Price in effect immediately after such adjustment
      of
      the Purchase Price.

    


    (i)                Assuming
      that no other adjustment pursuant to this Section 11 has been
      made, the Company 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 share of Preferred Stock purchasable
      upon the exercise of a Right.  Each of the Rights outstanding after
      such adjustment of the number of Rights shall be exercisable for the number
      of
      one one-hundredths of a share of Preferred Stock for which a Right was
      exercisable immediately prior to such adjustment.  Each Right held of
      record prior to such adjustment of the number of Rights shall become that number
      of Rights (calculated to the nearest ten-thousandth) obtained by dividing the
      Purchase Price in effect immediately prior to such adjustment of the Purchase
      Price by the Purchase Price in effect immediately after such adjustment of
      the
      Purchase Price. The Company shall make a public announcement of its election
      to
      adjust the number of Rights, indicating the record date for the adjustment,
      and,
      if known at the time, the amount of the adjustment to be made.  This
      record date may be the date on which the Purchase Price is adjusted or any
      day
      thereafter, but, if the Rights Certificates have been issued, shall be at least
      10 days later than the date of the public announcement.  If Rights
      Certificates have been issued, upon each adjustment of the number of
      Rights


    
      
         
          

      

      
        17

        
          

        

      

      
         
          

      

    

     

    pursuant
      to this Section 11(i) the Company shall, as promptly as practicable, cause
      to be
      distributed to holders of record of Rights Certificates on such record date
      Rights Certificates evidencing, subject to Section 14 hereof,
      the additional Rights to which such holders shall be entitled as a result of
      such adjustment, or, at the option of the Company, shall cause to be distributed
      to such holders of record in substitution and replacement for the Rights
      Certificates held by such holders prior to the date of adjustment, and upon
      surrender thereof, if required by the Company, new Rights Certificates
      evidencing all the Rights to which such holders shall be entitled after such
      adjustment.  Rights Certificates so to be distributed shall be issued,
      executed, and countersigned in the manner provided for herein (and may bear,
      at
      the option of the Company, the adjusted Purchase Price) and shall be registered
      in the names of the holders of record of Rights Certificates on the record
      date
      specified in the public announcement.

    


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

    


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

    


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

    


    (m)                Anything
      in this Section
      11 to the contrary notwithstanding, the Company shall be entitled to make
      such reductions in the Purchase Price, in addition to those adjustments
      expressly required by this Section 11, as and
      to
      the extent that it, by means of a vote of the Board acting in good faith, shall
      determine to be advisable in order that any consolidation or subdivision of
      the
      Common Stock, issuance wholly for cash of any Common Stock at less than the
      Current Market Price thereof, issuance wholly for cash of Common Stock (or
      other
      securities which by their terms are convertible into or exchangeable for Common
      Stock), dividends payable in shares of Common Stock or other capital stock
      or
      shares of beneficial interest, or issuance of rights, options, or warrants
      referred to hereinabove in this Section 11, hereafter made or declared by the
      Company to the holders of its Common Stock, shall not be taxable to such
      holders.

     

    (n)               The
      Company covenants and agrees that it shall not, at any time after the
      Distribution Date, (i) consolidate with any other Person (other than a
      Subsidiary of the Company in a transaction that complies with Section 11(o)
      hereof), (ii) merge with or into any other Person (other than a Subsidiary
      of
      the Company in a transaction which complies with Section 11(o) hereof), or
      (iii)
      sell or transfer (or permit any Subsidiary to sell or transfer), in one
      transaction or a series of related transactions, more than 50% of (A) the assets
      (taken at net asset value as stated on the books of the Company and determined
      on a consolidated basis in accordance with generally accepted accounting
      principles consistently applied) or


    
      
         
          

      

      
        18

        
          

        

      

      
         
          

      

    

    


    (B)
      the
      earning power of the Company and its Subsidiaries (determined on a consolidated
      basis in accordance with generally accepted accounting principles consistently
      applied) to any other Person or Persons (other than the Company or any of its
      Subsidiaries in one or more transactions each of which complies with Section 11(o)
      hereof), if (x) at the time of or immediately after such consolidation, merger
      or sale, there are any rights, warrants or other instruments or securities
      outstanding or agreements (whether or not in writing) in effect that would
      substantially diminish or otherwise eliminate the benefits intended to be
      afforded by the Rights or (y) prior to, simultaneously with or immediately
      after
      such consolidation, merger or sale, the stockholders of such other Person shall
      have received a distribution of Rights previously owned by such Person or any
      of
      its Affiliates.

    


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

    


    (p)                Anything
      in this Agreement to the contrary notwithstanding, in the event that the Company
      shall at any time after the Declaration Date and prior to the Distribution
      Date
      (i) declare or pay a dividend on the outstanding shares of Common Stock payable
      in shares of Common Stock, or (ii) effect a subdivision, combination or
      consolidation of the outstanding Common Stock (by reclassification or otherwise
      than by payment of dividends in shares of Common Stock) into a greater or
      smaller number of shares, then in any such case, (i) the number of one
      one-hundredths of a share of Preferred Stock purchasable after such event upon
      exercise of each Right shall be determined by multiplying the number of one
      one-hundredths of a share of Preferred Stock so purchasable immediately prior
      to
      such event by a fraction the numerator of which shall be the total number of
      shares of Common Stock outstanding immediately prior to the occurrence of the
      event and the denominator of which shall be the total number of shares of Common
      Stock outstanding immediately following the occurrence of such event; and (ii)
      each share of Common Stock outstanding immediately after such event shall have
      issued with respect to it that number of Rights which each share of Common
      Stock
      outstanding immediately prior to such event had issued with respect to
      it.  The adjustments provided for in this Section 11(p) shall be made
      successively whenever such a dividend is declared or paid or such a subdivision,
      combination or consolidation is effected.

    


    Section
      12. Certificate of
      Adjustments.  Whenever
      an adjustment is made as provided in Section 11 or 13 hereof, the Company shall
      (a) promptly prepare an Officers' Certificate setting forth such adjustment,
      including any adjustment in Purchase Price, the number of shares or Other
      Consideration payable, and a brief statement of the facts accounting for such
      adjustment, (b) promptly file with the Rights Agent and with each transfer
      agent
      for the Preferred Stock and Common Stock a copy of such Officers' Certificate,
      and (c) mail a brief summary thereof to each registered holder of a Rights
      Certificate in accordance with Section 26 hereof.  The Rights Agent
      shall be fully protected in 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 received such an Officers'
      Certificate.

     

    Section
      13. Consolidation,
      Merger or Sale or Transfer of Assets or Earning Power.  In
      the event that, following the Stock Acquisition Date, directly or indirectly,
      (a) the Company shall consolidate with, or merge with and into, any other Person
      (other than a Subsidiary of the Company in a transaction that complies with
      Section 11(o) hereof) and the Company shall not be the continuing or surviving
      Person of such consolidation or merger, (b) any Person (other than a Subsidiary
      of the Company in a transaction that complies with Section 11(o) hereof) shall
      consolidate with, or merge with and into, the Company, the Company shall be
      the
      continuing or surviving Person of such consolidation or merger and, in
      connection with such consolidation or merger, all or part of the Common Stock
      of
      the Company shall be changed or otherwise transformed into other stock or other
      securities of any other Person or the Company or cash or

     

    
      
         
          

      

      
        19

        
          

        

      

      
         
          

      

    


    any
      other
      property, or (c) the Company shall sell or otherwise transfer (or one or more
      of
      its Subsidiaries shall sell or otherwise transfer), in one transaction or a
      series of related transactions, more than 50% of (A) the assets (taken at net
      asset value as stated on the books of the Company and determined on a
      consolidated basis in accordance with generally accepted accounting principles
      consistently applied) or (B) the earning power of the Company and its
      Subsidiaries (determined on a consolidated basis in accordance with generally
      accepted accounting principles consistently applied) to any Person (other than
      the Company or any Subsidiary of the Company in one or more transactions each
      of
      which complies with Section 11(o) hereof) then, from and after such event,
      or if
      such event occurs before the Dividend Record Date, from and after the Dividend
      Record Date, 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 Purchase Price in effect at the time
      of such exercise in accordance with the terms of this Agreement, such number
      of
      whole or fractional shares of validly authorized and issued, fully paid,
      non-assessable, and freely tradeable Common Stock of such other Person (or
      in
      the case of a transaction or series of transactions described in clause (c)
      above, the Person receiving the greatest amount of the assets or earning power
      of the Company, or if the Common Stock of such other Person is not and has
      not
      been continuously registered under Section 12 of the Exchange Act for the
      preceding 12-month period and such Person is a direct or indirect Subsidiary
      of
      another Person, that other Person, or if such other Person is a direct or
      indirect Subsidiary of more than one other Person, the Common Stock of two
      or
      more of which are and have been so registered, such other Person whose
      outstanding Common Stock has the greatest aggregate value), free and clear
      of
      any liens, encumbrances, rights of first refusal, or other adverse claims,
      as
      shall be equal to the result obtained by (x) multiplying the Purchase Price
      in
      effect immediately prior to the first occurrence of any Common Stock Event
      described in this Section 13, or if
      such Common Stock Event occurs before the Dividend Record Date, upon the
      Dividend Record Date, by the number of one one-hundredths of a share of
      Preferred Stock 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) hereof) and (y) dividing that product by 50% of the Current
      Market Price per share (as defined in Section 11(d) hereof) of the Common Stock
      of such other Person determined as of the date of consummation of such
      consolidation, merger, sale, or transfer; (ii) the issuer of such Common Stock
      shall thereafter be liable for, and shall assume, by virtue of such
      consolidation, merger, sale, or transfer, all the obligations and duties of
      the
      Company pursuant to this Agreement; (iii) the term "Company" shall thereafter
      be
      deemed, for all purposes of this Agreement, 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 Stock Event described in 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
      whole or fractional 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 Stock
      Event described in clauses (a), (b) or (c) of this Section 13. The
      Company shall not consummate any such consolidation, merger, 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 Company 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 Stock Event described
      above in this Section
      13, or if such Common Stock Event occurs before the Dividend Record Date,
      upon the Dividend Record Date, such issuer shall (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
      will use its best efforts to 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 (B) will deliver to holders of the Rights historical
      financial statements of such issuer and each of its Affiliates
      which

     

    
      
         
          

      

      
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    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 causing such Person to issue, in connection with, or as a
      consequence of, the consummation of a Common Stock Event described in clauses
      (a), (b), or (c) of this Section 13, whole or
      fractional 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, then, in such event, the Company
      hereby agrees with each holder of the Rights that it shall not consummate any
      such transaction unless prior thereto the Company and such Person shall have
      executed and delivered to the Rights Agent a supplemental agreement providing
      that such provision in question shall have been canceled, waived, or amended
      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 the later of a Common Stock Event or a
      Dividend Record Date as described in this Section 13 shall
      occur at any time after the occurrence of the later of a Common Stock Event
      or a
      Dividend Record Date as described in Section 11(a)(ii)
      hereof, the Rights which have not theretofore been exercised shall thereafter
      become exercisable, except as provided in Section 7(e) hereof,
      in the manner described in this Section
      13.

     

    Section
      14. Fractional Rights
      and Fractional Shares.

     

    (a)                The
      Company shall not be required to issue fractions of Rights or to distribute
      fractions of Rights, except prior to the Distribution Date as provided in
      Section 11(i) hereof, or to distribute Rights Certificates which evidence
      fractional Rights.  In lieu of issuing such fractional Rights, at the
      election of the Company, there shall 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
      Company shall not be required to issue fractions of shares of its capital stock
      upon exercise of the Rights or to distribute certificates which evidence
      fractional shares (other than, in each case with respect to Preferred Stock
      or
      Equivalent Preferred Stock, fractions which are integral multiples of one
      one-hundredth of a share of Preferred Stock or Equivalent Preferred Stock,
      as
      the case may be).  Fractions of shares of Preferred Stock or
      Equivalent Preferred Stock, as the case may be, in integral multiples of one
      one-hundredth of a share of Preferred Stock or Equivalent Preferred Stock may,
      at the election of the Company, be evidenced by depositary receipts, pursuant
      to
      an appropriate agreement between the Company and a depository selected by it,
      provided that such agreement shall provide that the holders of such depositary
      receipts shall have all the rights, privileges and preferences to which they
      are
      entitled as beneficial owners of the Preferred Stock or the Equivalent Preferred
      Stock represented by such depositary receipts.  In lieu of fractional
      shares, at the election of the Company, there shall 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 such capital stock. For purposes of this Section 14(b), the
      current market value of a share of such capital stock shall be the Closing
      Price
      of such capital stock for the Trading Day immediately prior to the date of
      such
      exercise.

    


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


    
      
         
          

      

      
        21

        
          

        

      

      
         
          

      

    


    Section
      15. Rights of Action.  Excepting
      the rights of action given the Rights Agent under Section 18 hereof and except
      as set forth in Section 20(1) hereof, all rights of action in respect of this
      Agreement are vested in the registered holder of each Right; and any registered
      holder of any Right, without the consent of the Rights Agent or of the holder
      of
      any other Right, may, in its own behalf and for its own benefit, enforce, and
      may institute and maintain any suit, action, or proceeding against the Company
      to enforce, or otherwise act in respect of, such registered holder's right
      to
      exercise the rights evidenced by such Right in the manner provided in such
      Rights Certificate and in this Agreement, and the Company 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.

     

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

     

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

    


    (b)                from
      and after the Distribution Date, the Rights Certificates are transferable only
      on the registry books of the Rights Agent if surrendered at the principal office
      of the Rights Agent, duly endorsed or accompanied by a proper instrument of
      transfer with a form of assignment and certificate set forth on the reverse
      side
      thereof duly executed, accompanied by a signature guarantee and such other
      documentation as the Rights Agent may reasonably request;

    


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

    


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

     

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

     

    
      
         
          

      

      
        22

        
          

        

      

      
         
          

      

    

     

    affecting
      stockholders (except as provided in Section 25 hereof), or to receive dividends
      or preemptive rights, or otherwise, until the time specified in Section 10
      hereof.

     

    Section
      18. Concerning the
      Rights Agent.  The
      Company agrees to pay to the Rights Agent such reasonable compensation as shall
      be agreed to in writing between the Company 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 Company also agrees to indemnify the Rights Agent for,
      and to hold it harmless against, any and all loss, liability, damages, claims
      or
      expense, incurred without negligence, bad faith or willful misconduct on the
      part of the Rights Agent, for anything done or omitted by the Rights Agent
      in
      connection with the acceptance and administration of this Agreement, including
      the costs and expenses (including reasonable attorneys' fees and expenses)
      of
      defending against any claim of liability for any of the foregoing.

     

    The
      Rights Agent shall be protected and shall incur no liability for or in respect
      of any action taken, suffered, or omitted by it in connection with its
      administration of this Agreement in reliance upon any Rights Certificate or
      certificate for any number of one one-hundredths of a share of Preferred Stock,
      or for shares of Common Stock or for other securities of the Company, instrument
      of assignment or transfer, power of attorney, endorsement, affidavit, letter,
      notice, instruction, direction, consent, certificate, statement, or other paper
      or document believed by it to be genuine and to be signed and executed by the
      proper Person or Persons, and verified or acknowledged as required by this
      Agreement.

    


    Section
      19. Merger or
      Consolidation or Change of Name of Rights Agent.  Any
      corporation into which the Rights Agent may be merged or with which it may
      be
      consolidated, or any corporation resulting from any merger or consolidation
      to
      which the Rights Agent shall be a party, or any corporation succeeding to the
      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, however,
      that such corporation 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 Rights 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 Rights Certificates so
      countersigned; and in case at that time any of the Rights Certificates shall
      not
      have been countersigned, any successor Rights Agent may countersign such Rights
      Certificates either in the name of the predecessor Rights Agent or in the name
      of the successor Rights Agent; and in all such cases such Rights Certificates
      shall have the full force provided in the Rights Certificates and in this
      Agreement.

     

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

    


    Section
      20. Duties of Rights
      Agent.  The
      Rights Agent undertakes only the duties and obligations 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:

    

      
        
           
            

        

        
          23

          
            

          

        

        
           
            

        

      

    

     

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

    


    (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 Company 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 a person believed by the
      Rights Agent to be the Chairman of the Board, the President or any Vice
      President and by the Treasurer or any Assistant Treasurer or the Secretary
      of
      the Company and delivered to the Rights Agent; and such Officers' Certificate
      shall be full authorization to the Rights Agent for any action taken or suffered
      in good faith by it under the provisions of this Agreement in reliance upon
      such
      Officers' Certificate.

    


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

    


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

    


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

    


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

     

    (g)                The
      Rights Agent is hereby authorized and directed to accept instructions with
      respect to the performance of its duties hereunder from any person believed
      by
      the Rights Agent to be the Chairman of the Board, the President or any Vice
      President, or the Treasurer or any Assistant Treasurer of the Company, and
      to
      apply to such officers for advice or instructions in connection with its duties,
      and 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 Company may,
      at the option of the Rights Agent, set forth in writing any action proposed
      to
      be taken or omitted by the


    
      
         
          

      

      
        24

        
          

        

      

      
         
          

      

    

    


    Rights
      Agent with respect to its duties or obligations under this 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 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 written instructions from the Company
      in response to such application specifying the action to be taken or
      omitted.

    


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

    


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

    


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

    


    (k)                If,
      with respect to any Rights Certificate surrendered to the Rights Agent for
      exercise or transfer, the 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 Company.

    


    (l)                The
      provisions of this Section 20 are solely for the benefit of the Rights Agent
      or
      the Company and any failure or omission under this Section 20 shall not
      affect the rights of the Company under this Agreement and neither the Rights
      Agent nor the Company shall have any liability to any holder of Rights or other
      Person on account of such failure or omission.

    


    Section
      21. Change of Rights
      Agent.  The
      Rights Agent or any successor Rights Agent may resign and be discharged from
      its
      duties under this Agreement upon 30 days' notice in writing mailed to the
      Company and to each transfer agent of the Common Stock by registered or
      certified mail, and, subsequent to the Distribution Date, to the holders of
      the
      Rights Certificates by first-class mail.  The Company 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 Common Stock by
      registered or certified mail, and, subsequent to the Distribution Date, to
      the
      holders of the Rights Certificates by first-class mail.  If the Rights
      Agent shall resign or be removed or shall otherwise become incapable of acting,
      the Company shall appoint a successor to the Rights Agent.  If the
      Company shall fail to make such appointment within a period of 30 days after
      giving notice of such removal or after it has been notified in writing of such
      resignation or incapacity by the resigning or incapacitated Rights Agent or
      by
      the holder of a Rights Certificate (who shall, with such notice, submit such
      holder's Rights Certificate for inspection by the Company), then the registered
      holder of any Rights Certificate may apply to any court of competent
      jurisdiction for the appointment of a new Rights Agent.  Any successor
      Rights Agent, whether appointed by the Company or

     

    
      
         
          

      

      
        25

        
          

        

      

      
         
          

      

    


    by
      such a
      court, shall be a corporation organized and doing business under the laws of
      the
      United States, the State of New York or The Commonwealth of Massachusetts (or
      of
      any other State of the United States so long as such corporation is authorized
      to do business as a banking institution in the State of New York or The
      Commonwealth of Massachusetts), in good standing, having an office designated
      for such purpose in the State of New York or The Commonwealth of Massachusetts,
      which is authorized under such laws to exercise corporate trust powers and
      is
      subject to supervision or examination by federal or state authority and which
      has at the time of its appointment as Rights Agent a combined capital and
      surplus of at least $50,000,000.  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 Company shall file notice thereof in writing with the
      predecessor Rights Agent and each transfer agent of the Common Stock, and mail
      a
      notice thereof in writing to the registered holders of the Rights 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
      Rights Certificates.  Notwithstanding
      any of the provisions of this Agreement or of the Rights to the contrary, the
      Company may, at its option, issue new Rights Certificates evidencing Rights
      in
      such form as may be approved by the Board to reflect any adjustment or change
      in
      the Purchase Price per share and the number or kind or class of shares of stock
      or other securities or property purchasable under the Rights Certificates made
      in accordance with the provisions of this Agreement.  In addition, in
      connection with the issuance or sale by the Company of shares of Common Stock
      following the Distribution Date and prior to the redemption or expiration of
      the
      Rights, the Company (a) shall, with respect to shares of Common Stock so issued
      or sold pursuant to the exercise of stock options or under any employee plan
      or
      arrangement, or upon the exercise, conversion or exchange of securities
      hereinafter issued by the Company, and (b) may, in any other case, if deemed
      necessary or appropriate by the Board, issue Rights Certificates representing
      the appropriate number of Rights in connection with such issuance or sale;
provided, however,
      that (i) no
      such Rights evidenced by a Rights Certificate shall be issued if, and to the
      extent that, the Company shall be advised by counsel that such issuance would
      create a significant risk of material adverse tax consequences to the Company
      or
      the Person to whom such Rights would be issued, and (ii) no such Rights
      Certificate shall be issued if, and to the extent that, appropriate adjustment
      shall otherwise have been made in lieu of the issuance thereof.

     

    Section
      23. Redemption and
      Termination.  The
      Board, by majority vote, may, at its option, at any time prior to the earlier
      of
      (i) the occurrence of Common Stock Event described in Section 11(a)(ii), or
      (ii) the Expiration Date, 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 stock split, stock dividend, combination of shares,
      or
      similar transaction occurring after the date hereof (such redemption price
      being
      hereinafter referred to as the "Redemption
      Price").  Immediately upon the taking of such action ordering
      the redemption of all of the Rights, 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 Company shall give notice of such redemption to the
      holders of the then outstanding Rights by mailing such notice to all such
      holders at their last addresses as they appear upon the registry books of the
      Rights Agent or, prior to the Distribution Date, on the registry books of the
      transfer agent for the Common Stock.  Any notice which is mailed in
      the manner herein provided shall be deemed given,

    

      
        
           
            

        

        
          26

          
            

          

        

        
           
            

        

      

    

     

    whether
      or not the holder receives the notice.  Each such notice of redemption
      shall state the method by which the payment of the Redemption Price shall be
      made.

     

    Section
      24. Exchange.

     

    (a)                The
      Board, by majority vote, may, at its option, at any time after any Person
      becomes an Acquiring Person, exchange all or part of the then outstanding and
      exercisable Rights for shares of Common Stock at an exchange ratio of one share
      of Common Stock per Right, appropriately adjusted to reflect any stock split,
      stock dividend or similar transaction occurring after the date hereof (such
      exchange ratio, as the same may be so adjusted from time to time, being
      hereinafter referred to as the "Exchange
      Ratio").  Notwithstanding the foregoing, the Board shall not be
      empowered to effect such exchange at any time after any Person (other than
      (i)
      the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit
      plan
      of the Company or of any such Subsidiary, or (iv) any entity holding Common
      Stock for or pursuant to the terms of any such plan), together with all
      Affiliates of such Person, becomes the Beneficial Owner of 50% or more of the
      Common Stock then outstanding.

    


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

    


    (c)                In
      any exchange pursuant to this Section 24, the
      Company, at its option, may substitute shares of Preferred Stock (or shares
      of
      Equivalent Preferred Stock) for shares of Common Stock exchangeable for Rights,
      at the initial rate of one one-hundredth of a share of Preferred Stock (or
      share
      of Equivalent Preferred Stock) for each share of Common Stock, as appropriately
      adjusted to reflect adjustments in the voting rights of shares of Preferred
      Stock pursuant to the terms thereof, so that the fraction of a share of
      Preferred Stock delivered in lieu of each share of Common Stock shall have
      the
      same voting rights as one share of Common Stock.

    


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

    


    (e)                The
      Company shall not be required to issue fractions of shares of Common Stock
      or to
      distribute certificates which evidence fractional shares of Common
      Stock.  In lieu of such fractional shares of Common Stock, the Company
      shall pay to each registered holder of a Right Certificate with regard to which
      a fractional share of Common Stock would otherwise be issuable an amount in
      cash
      equal to the same fraction of the current market value of a whole share of
      Common Stock.  For the purposes of this paragraph (e), the current
      market value of a whole share of Common Stock shall be the Closing
      Price


    
      
         
          

      

      
        27

        
          

        

      

      
         
          

      

    


    of
      a
      share of Common Stock (as determined pursuant to Section 11(d) hereof)
      for the Trading Day immediately prior to the date of exchange pursuant to this
      Section
      24.

     

    Section
      25. Notice of Proposed
      Actions.  In
      case the Company shall after the Distribution Date propose (a) to pay any
      dividend payable in stock of any class to the holders of its Preferred Stock
      or
      to make any other distribution to the holders of its Preferred Stock (other
      than
      a cash dividend out of earnings or the retained earnings of the Company), or
      (b)
      to offer to the holders of its Preferred Stock rights or warrants to subscribe
      for or to purchase any additional shares of Preferred Stock, Common Stock or
      shares of stock of any other class or any other securities, rights, or options,
      or (c) to effect any reclassification of the Preferred Stock (other than a
      reclassification involving only the subdivision of outstanding shares of
      Preferred Stock), or (d) to effect any consolidation or merger into or with,
      or
      to effect any sale or other transfer (or to permit one or more of its
      Subsidiaries to effect any sale or other transfer), in one transaction or a
      series of related transactions, of more than 50% of (i) the assets of the
      Company and its Subsidiaries (taken at net asset value as stated on the books
      of
      the Company and determined on a consolidated basis in accordance with generally
      accepted accounting principles consistently applied) or (ii) the earning power
      of the Company and its Subsidiaries (determined on a consolidated basis in
      accordance with generally accepted accounting principles consistently applied)
      to any other Person or Persons, or (e) to effect the liquidation, dissolution
      or
      winding up of the Company, then, in each such case, the Company shall give
      to
      the Rights Agent and each holder of a Right, in accordance with Section 26
      hereof, a notice of such proposed action, which shall specify the record date
      for the purposes of such stock dividend, distribution of rights or warrants,
      or
      the date on which such reclassification, consolidation, merger, sale, transfer,
      liquidation, dissolution, or winding up is to take place and the date of
      participation therein by the holders of Preferred Stock, if any such date is
      to
      be fixed, and such notice shall be so given in the case of any action covered
      by
      clause (a) or (b) above at least 20 days prior to the record date for
      determining holders of the Preferred Stock for purposes of such action, and
      in
      the case of any such other action, at least 20 days prior to the date of the
      taking of such proposed action or the date of participation therein by the
      holders of Common Stock whichever shall be the earlier. The failure to give
      notice required by this Section 25 or any defect therein shall not affect the
      legality or validity of the action taken by the Company or the vote upon any
      such action.

     

    In
      case
      any Common Stock Event described in Section 11(a)(ii)
      hereof shall occur, then, in any such case, the Company shall as soon as
      practicable thereafter give to the Rights Agent and each holder of a Rights
      Certificate, in accordance with Section 26 hereof, a notice of the occurrence
      of
      such Common Stock 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 Company with the Securities and Exchange Commission shall
      constitute sufficient notice to the holders of securities of the Company,
      including the Rights, for purposes of this Agreement and no other

    notice
      need be given.

    


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

     

              Dynamics
      Research Corporation

              60
      Frontage Road

              Andover,
      MA 01810-5498

              Attention:  Vice
      President and Treasurer


    
      
         
          

      

      
        28

        
          

        

      

      
         
          

      

    

    


    
      	
              Copy
                to:  

            	
              Richard
                M. Stein

            	 
	 	
              Nixon
                Peabody LLP

            	 
	 	
              100
                Summer Street

            	 
	 	
              Boston,
                MA 02110-2131

            	 


    

     

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

     

            American
      Stock
      Transfer & Trust Company LLC

    59
      Maiden
      Lane

    New
      York,
      NY  10038

    Attention:  Executive
      Vice President

    (Dynamics
      Research Corporation Rights Agreement)

    


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

    


    Section
      27. Supplements and
      Amendments.  Prior
      to the Distribution Date, the Board, upon the vote of a majority of the Board,
      may from time to time supplement or amend this Agreement without the approval
      of
      any holders of the Rights.  From and after the Distribution Date, the
      Board may, upon the vote of a majority of the Board, from time to time amend
      this Agreement without the approval of any holders of the Rights 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 change any time period governing redemption of the Rights or any other time
      period or (iv) to make any other provisions in regard to matters or questions
      arising hereunder which the Board, upon the vote of a majority of the Board,
      may
      deem necessary or desirable and which shall not adversely affect the interests
      of the holders of the Rights (other than any Acquiring Person or Disqualified
      Transferee or any Affiliate of an Acquiring Person or Disqualified
      Transferee).

     

    Any
      amendment made pursuant to this Section 27 after a
      Stock Acquisition Date shall require the approval of a majority of the
      Board.  The Rights Agent shall join with the Company in the execution
      and delivery of any such supplement or amendment, unless such supplement or
      amendment affects any of the rights, duties, or obligations of the Rights Agent
      hereunder, in which case the Rights Agent may, but shall not be required to,
      join in such execution and delivery.

     

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

     

    Section
      29. Determinations and
      Actions by the Board; etc.  The
      Board shall have the exclusive power and authority to administer this Agreement
      and to exercise all rights and powers specifically granted to the Board, or
      to
      the Company, or as may be necessary or advisable in the administration of this
      Agreement, including, without limitation, the right and power to (i) interpret
      the provisions of this Agreement and (ii) make all determinations deemed
      necessary or advisable for the administration of this Agreement. All such
      actions, calculations, interpretations and determinations (including, for
      purposes of clause (y) below all omissions with respect to the foregoing) which
      are done or made by the Board of Directors in good faith and with the
      concurrence of a majority of the Board then in office shall (x) be final,
      conclusive and

     

    
      
         
          

      

      
        29

        
          

        

      

      
         
          

      

    


    binding
      on the Company, 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.

     

    Section
      30. Benefits of this
      Agreement.  Nothing
      in this Agreement shall be construed to give to any Person other than the
      Company, the Rights Agent, and the registered holders of the Rights (and, prior
      to the Distribution Date, the associated shares of Common Stock) 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 Company, the Rights
      Agent, and the registered holders of the Rights (and, prior to the Distribution
      Date, the associated Common Stock).

     

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

     

    Section
      32. Governing
      Law.  This
      Agreement and each Rights Certificate issued hereunder shall be deemed to be
      a
      contract made under the laws of The Commonwealth of Massachusetts 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
      33. Counterparts.  This
      Agreement may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

     

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

     

    
      
         
          

      

      
        30

        
          

        

      

      
         
          

      

    

     

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

    
      	 	 	 
	 	 
	 	
              DYNAMICS
                RESEARCH CORPORATION

            
	 
 	 
 	 
 
	 	By:  	
              /s/ David
                Keleher                           

            
	 	
              Title:

            	Senior Vice President
              Chief Financial Officer and Treasurer 
	 	
            
	 	 


    

    
      
        	 	 	 
	 	 
	 	
                

                  AMERICAN
                    STOCK TRANSFER & TRUST COMPANY, LLC

                  AS
                    RIGHTS AGENT

                

              
	 
 	 
 	 
 
	 	By:  	
                /s/ Herbert
                  J. Lemmer                      

              
	 	
                Title:

              	Vice
                President 
	 	
              
	 	 


      

    


    
      
         
          

      

      
        31

        
          

        

      

      
         
          

        
          EXHIBIT
            A

        

      

    


    AMENDED

    FORM
      OF
      CERTIFICATE OF DESIGNATION, PREFERENCES AND

    RIGHTS
      OF
      SERIES B

    PREFERRED
      STOCK

     

    of

     

    DYNAMICS
      RESEARCH CORPORATION

     

    Pursuant
      to Chapter 156B Section 26 of the

    Massachusetts
      Business Corporation Law

     

    
      
        
        

      

      
        A
          - 1

        
          

        

      

      
        
        

      

    


    We,
      James
      P. Regan, President, and Richard Covel, Secretary, of Dynamics Research
      Corporation, a corporation organized and existing under the Massachusetts
      Business Corporation Law, (the “Corporation”) in accordance with the provisions
      of Chapter 156B Section 26 thereof, DO HEREBY CERTIFY:

     

    That
      pursuant to the authority conferred upon the Board of Directors (the “Board of
      Directors”) by the Restated Articles of Organization of the Corporation, as
      amended, the Board of Directors on July 23, 2008, adopted a vote amending its
      authorized Series B Preferred Stock, as follows:

     

    VOTED,
      that pursuant to the authority vested in the Board of Directors of this
      Corporation in accordance with the provisions of its Restated Articles of
      Organization, as amended, the terms of the Corporation’s Series B Preferred
      Stock are hereby amended and restated, and that the designation and amount
      thereof and the voting powers, preferences and relative, participating, optional
      and other special rights of the shares of such series, and the qualifications,
      limitations or restrictions thereof are as follows:

     

    Section
      1.                      Designation
      and Amount.  The
      shares of such Series shall be designated as “Series B Preferred
      Stock” (the “Series B Stock”) and the number of shares constituting such
      Series shall be 3,000,000.  The number of shares of Series B
      Stock may be increased or decreased by a vote duly adopted by the Board of
      Directors, but may not be decreased below the number of shares of Series B
      Stock then outstanding plus the number of shares reserved for issuance upon
      the
      exercise of outstanding options, rights or warrants or upon conversion of any
      outstanding securities convertible into Series B Stock.

     

    Section
      2.                      Dividends
      and Distributions.

     

    (a)           Subject
      to the prior and superior rights of the holders of any  shares of any
      Series of preferred stock ranking prior and superior to the shares of
      Series B Stock with respect to dividends, the holders of shares of
      Series B Stock shall be entitled to receive, when, as and if declared by
      the Board of Directors out of funds legally available for the purpose, quarterly
      dividends payable in cash on the last 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 B Stock, in
      an amount per share (rounded to the nearest cent) equal to the greater of (a)
      $1.00 or (b) subject to the provision for adjustment set forth in Section 8
      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 shares of Common Stock,
      par value $.10 per share, of the Corporation (the “Common Stock”) or a
      subdivision of the outstanding shares of Common Stock (by reclassification
      or
      otherwise), declared on the Common Stock since the immediately preceding
      Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
      Payment Date, since the first issuance of any share or fraction of a share
      of
      Series B Stock.

     

    (b)           The
      Corporation shall declare a dividend or distribution on the Series B Stock
      as provided in paragraph (a) of this Section 2 immediately after it
      declares a dividend or distribution on the Common Stock (other than a dividend
      payable in shares of or a subdivision with respect to Common Stock); provided,
      however, that, in the event no dividend or distribution shall have been declared
      on the Common Stock during the period between any Quarterly Dividend Payment
      Date, a dividend of $1.00 per share on the Series B Stock shall
      nevertheless be payable on such subsequent Quarterly Dividend Payment
      Date.

     

    
      
        
        

      

      
        A
          - 2

        
          

        

      

      
        
        

      

    


    (c)           Dividends
      shall begin to accrue and be cumulative on outstanding shares of Series B
      Stock from the Quarterly Dividend Payment Date next preceding the date of issue
      of such shares of Series B Stock, 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 B Stock 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 B Stock in an
      amount less than the total amount of such dividends at the time accrued and
      payable on such shares shall be allocated pro rata on a share-by-share basis
      among all such shares at the time outstanding.  The Board of Directors
      may fix a record date for the determination of holders of shares of
      Series B Stock 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 B Stock shall have the following voting
      rights:

     

    (a)           Each
      share of Series B Stock shall entitle the holder thereof to one-hundred
      votes on all matters submitted to a vote of the stockholders of the
      Corporation.

     

    (b)           Except
      as otherwise provided herein or required by applicable law, the holders of
      shares of Series B Stock and the holders of shares of Common Stock shall
      vote together as one class on all matters submitted to a vote of stockholders
      of
      the Corporation.

     

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

     

    Section
      4.                      Certain
      Restrictions.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        A
          - 3

        
          

        

      

      
        
        

      

    


    Corporation
      ranking junior (either as to dividends or upon dissolution, liquidation or
      winding up) to the Series B Stock or (B) in accordance with subparagraph
      (iv) of this Section 4(a); or

     

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

     

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

     

    Section
      5.                      Reacquired
      Shares.  Any shares of Series B Stock redeemed, purchased or
      otherwise acquired by the Corporation in any manner whatsoever shall be retired
      and canceled promptly after the acquisition thereof.  All such shares
      shall upon their cancellation become authorized but unissued shares of Preferred
      Stock and may be reissued as part of a new Series of preferred stock to be
      created by vote or votes of the Board of Directors, subject to the conditions
      and restrictions on issuance set forth herein.

     

    Section
      6.                      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 Common
      Stock or any other stock of the Corporation ranking junior (upon liquidation,
      dissolution or winding up) to the Series B Stock unless, prior thereto, the
      holders of shares of Series B Stock shall have received $100.00 per share
      plus an amount equal to all accrued and unpaid dividends and distributions
      thereon, whether or not declared, to the date of such distribution (the
“Series B Liquidation Preference”).  Following the payment of the
      full amount of the Series B Liquidation Preference, no additional
      distributions shall be made to the holders of shares of Series B Stock
      unless, prior thereto, the holders of shares of Common Stock (which term shall
      include, for the purposes only of this Section 6, any Series of the
      Corporation’s Preferred Stock ranking on a parity with the Common Stock 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 B Liquidation Preference by (ii) 100 (as appropriately
      adjusted as set forth in Section 8 hereof to reflect such events as stock
      splits, stock dividends and recapitalizations with respect to the Common Stock;
      such number in this clause (ii), as the same may be adjusted from time to time,
      is hereinafter referred to as the “Adjustment Number”.  In the event,
      however, that there are not sufficient assets available to permit payment in
      full of the Common Adjustment, then any remaining assets shall be distributed
      ratably to the holders of Common Stock.  Following the payment of the
      full amount of the Series B Liquidation Preference and the Common
      Adjustment in respect of all outstanding shares of Series B Stock and
      Common Stock, respectively, holders of shares of Series B Stock and holders
      of shares of Common Stock shall receive their ratable and proportionate share
      of
      any remaining assets to be distributed in the ratio of the Adjustment Number
      to
      one (1) with respect to such Series B Stock 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 B Liquidation Preference and the liquidation
      preferences of all other Series of preferred stock, if any, which rank on a
      parity with the Series B Stock, then any remaining assets

     

    
      
        
        

      

      
        A
          - 4

        
          

        

      

      
        
        

      

    


    shall
      be
      distributed ratably to the holders of the Series B Stock and the holders of
      such parity stock in proportion to their respective liquidation
      preferences.

     

    (c)           None
      of the merger or consolidation of the Corporation into or with any other entity,
      the sale of all or substantially all of the property and assets of the
      Corporation or the distribution to the stockholders of the Corporation of all
      or
      substantially all of the consideration for such sale, unless such consideration
      (apart from the assumption of liabilities) or the net proceeds thereof consists
      substantially entirely of cash, shall be deemed to be a liquidation, dissolution
      or winding up within the meaning of this Section 6.

     

    (d)           Each
      share of Series B Stock shall stand on a parity with each share of
      Series B Stock or any other Series of the same class of preferred
      stock upon voluntary or involuntary liquidation, dissolution or distribution
      of
      assets or winding up of the Corporation.

     

    Section
      7.                      Consolidation,
      Merger, etc.  In case the Corporation shall enter into any
      consolidation, merger, combination or other transaction in which the outstanding
      shares of Common Stock are exchanged for or changed into other stock or
      securities, cash and/or any other property, then in any such case the
      outstanding shares of Series B Stock 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 8 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 share of Common Stock is
      changed or exchanged.

     

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

     

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

     

    Section
      10.                    Redemption.  The
      shares of Series B Stock may be purchased 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
      Restated Articles of Organization of the Corporation, as amended.

     

    Section
      11.                    Amendment.  The
      Restated Articles of Organization of the Corporation, as amended, shall not
      be
      amended in any manner which would materially alter or change the powers,
      preferences or special rights of the Series B Stock so as to affect them
      adversely without the affirmative vote of the holders of two-thirds or more
      of
      the outstanding shares of Series B Stock, voting together as a single
      class.

     

    
      
        
        

      

      
        A
          - 5

        
          

        

      

      
        
        

      

    


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

     

    IN
      WITNESS WHEREOF, this Amended Certificate of Designation was executed on behalf
      of the Corporation by its President and attested by its Secretary on July 23,
      2008.

     

    By_____________________________

     

    President

     

    Attest:

     

    By___________________

     

    Secretary

     

    [SEAL]

     

    
      
        
        

      

      
        A
          - 6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    FORM
      OF
      RIGHTS CERTIFICATE

     

    Certificate
      No. R- ______ Rights

     

    NOT
      EXERCISABLE AFTER JULY 27, 2018 OR EARLIER IF ORDER OF REDEMPTION IS
      GIVEN.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
      COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS
      AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY
      AN ACQUIRING PERSON OR AN AFFILIATE (WHICH INCLUDES AFFILIATES AND ASSOCIATES)
      OF AN ACQUIRING PERSON (AS EACH SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT)
      AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND
      VOID.  THE RIGHTS SHALL NOT BE EXERCISABLE, AND SHALL BE VOID SO LONG
      AS HELD, BY A HOLDER IN ANY JURISDICTION WHERE THE REQUISITE QUALIFICATION
      TO
      THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY SUCH HOLDER, OF THE RIGHTS
      IN
      SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE.  [THE
      RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A
      PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE (WHICH INCLUDES
      AFFILIATES AND ASSOCIATES) OF AN ACQUIRING PERSON (AS EACH SUCH TERM IS DEFINED
      IN THE RIGHTS AGREEMENT).  ACCORDINGLY, THIS RIGHTS CERTIFICATE AND
      THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES
      SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT.]*

     

    Rights
      Certificate

     

    DYNAMICS
      RESEARCH CORPORATION

     

    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 23, 2008 (the “Rights Agreement”) between Dynamics
      Research Corporation (the “Company”), and American Stock Transfer & Trust
      Company (the “Rights Agent”), to purchase from the Company at any time after the
      Distribution Date (as such term is defined in the Rights Agreement) and prior
      to
      5:00 P.M. (Boston, Massachusetts time) on July 27, 2008 (the “Expiration Date”)
      at the office of the Rights Agent designated for such purpose, or its successors
      as Rights Agent, one one-tenth of a share of the Series B Preferred Stock,
      with
      a par value of $.10 per share (“Series B Preferred Stock”), of the Company per
      each Right represented hereby, at a purchase price of $59.09 per share (the
      “Purchase Price’) upon presentation and surrender of this Rights Certificate
      with the Form of Election to Purchase set forth on the reverse side hereof
      and
      the certificate contained therein duly completed and executed, accompanied
      by a
      signature guarantee and such other documentation as the Rights Agent may
      reasonably request.  The number of Rights evidenced by this Rights
      Certificate (and the number of shares which may be purchased upon exercise
      thereof) set forth above, and the Purchase Price per share set forth above,
      are
      the number and Purchase Price as of July 27, 2008, based on the shares of Common
      Stock of the Company as constituted at such date.

     

    As
      more
      fully set forth in the Rights Agreement, upon the occurrence of a Common Stock
      Event (as such term is defined in the Rights Agreement), if the Rights evidenced
      by this Rights Certificate are beneficially owned by (i) an Acquiring Person
      or
      an Affiliate of an Acquiring Person (as each such term is defined in the Rights
      Agreement) or (ii) a Disqualified Transferee (as defined in the Rights
      Agreement), such Rights shall automatically become null and void .and no holder
      hereof shall have any right with respect to such Rights from and after the
      occurrence of such Common Stock Event.

    

      

    

      
      
        	
                *

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

              


      

       

      
        
          
          

        

        
          B
            - 1

          
            

          

        

        
          
          

        

      

       

    

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

     

    As
      provided in the Rights Agreement, the Purchase Price and the number of whole
      or
      fractional shares of Series B Preferred Stock which may be purchased upon the
      exercise of the Rights evidenced by this Rights Certificate are subject to
      modification and adjustment upon the happening of certain events.

     

    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 or equity interests of an entity other than
      the Company.

     

    This
      Rights Certificate is subject to all of the terms, provisions, and conditions
      of
      the Rights Agreement, which terms, provisions, and conditions are hereby
      incorporated herein by reference and made a part hereof and to which Rights
      Agreement reference is hereby made for a full description of the rights,
      limitations of rights, obligations, duties, and immunities hereunder of the
      Rights Agent, the Company, and the holders of the Rights Certificates, which
      limitations of rights include the temporary suspension of the exercisability
      of
      such Rights under the specific circumstances set forth in the Rights
      Agreement.  Copies of the Rights Agreement are on file at the office
      of the Rights Agent designated for such purpose and may be obtained by the
      holder of any Rights upon written request to the Rights Agent.

     

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

     

    Subject
      to the provisions of the Rights Agreement, the Rights evidenced by this Rights
      Certificate may be redeemed by the Company by a majority vote of the Board
      (as
      defined in the Rights Agreement) then in office at any time prior to the
      Expiration Date, at a redemption price of $.01 per Right (which amount is
      subject to adjustment as provided in the Rights Agreement).

     

    The
      Company is not obligated to issue whole or fractional shares of Series B
      Preferred Stock (or other securities) upon the exercise of any Right or Rights
      evidenced hereby, but in lieu thereof a cash payment may be made at the election
      of the Company, as provided in the Rights Agreement.

     

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

     

    
      
        
        

      

      
        B
          - 2

        
          

        

      

      
        
        

      

    


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

     

    WITNESS
      the facsimile signature of the proper officers and the seal of the
      Company.  Dated as of

     

    DYNAMICS
      RESEARCH CORPORATION

     

    By:                                                                           

    Title:

    ATTEST:

     

    Title:                                                            

     

    Countersigned:

     

    


     

    


     

    


     

    AMERICAN
      STOCK TRANSFER

     

    &
      TRUST COMPANY

     

    By:                                                            

    Authorized
      Signatory

     

    Date
      of
      Countersignature:

     

    
      
        
        

      

      
        B
          - 3

        
          

        

      

      
        
        

      

    


    [Form
      of
      Reverse Side of Rights Certificate]

     

    FORM
      OF
      ASSIGNMENT

     

    ____________

     

    (To
      be
      executed by the registered holder if such

     

    holder
      desires to transfer the Rights Certificate)

    FOR
      VALUE
      RECEIVED ____________ hereby sells, assigns and transfers unto 

     

    ________________________________________________________________________

    (Please
      print name and address of transferee)

     

    ____________________________________________________________________whose

     

    social
      security or tax identification number is: _______________________ the Rights
      evidenced by this 

     

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

     

    and
      appoint __________________ Attorney, to transfer the within Rights Certificate
      on the books of the 

     

    within-named
      Company, with full power of substitution.

     

    Dated:_____________________,____.

    _____________________________________

     

    Signature

     

    Signature
      Guaranteed:*

     

    -
      --------------------------

     

    *           Signature
      must be guaranteed by an “Eligible Guarantor Institution” (with membership in an
      approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of
      the
      Securities Exchange Act of 1934.

     

    
      
        
        

      

      
        B
          - 4

        
          

        

      

      
        
        

      

    


    CERTIFICATE

     

    ____________

     

    The
      undersigned hereby certifies by checking the appropriate boxes
      that:

     

    (1)
      the
      Rights evidenced by this Rights Certificate [ ] are [ ] are not an Acquiring
      Person or an Affiliate of an 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 [ ] did [ ] did
      not
      acquire the Rights evidenced by this Rights Certificate after the occurrence
      of
      a Common Stock Event from any Person who is, was or subsequently became an
      Acquiring Person or an Affiliate of an Acquiring Person.

     

    Dated:                                                        

    Signature

     

    Signature
      Guaranteed:*

     

    _______________________________

     

    


     

    NOTICE

     

    ____________

     

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

     

    FORM
      OF
      ELECTION TO PURCHASE

     

    ____________

     

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

     

    To
      Dynamics Research Corporation

     

    The
      undersigned hereby irrevocably elects to exercise Rights represented by this
      Rights Certificate to purchase the number of one one-hundredths of a share
      of
      Preferred Stock (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 Rights
      Certificate, a new Rights Certificate for the balance remaining of such Rights
      shall be registered in the name of and delivered to:

     

    Please
      insert social security

     

    or
      other
      identifying number____________________________________________

     

    ___________________________________________________________________

    (Please
      print name and address)

     

    Dated:
      ______________________, ____

     

    
      
        
        

      

      
        B
          - 5

        
          

        

      

      
        
        

      

    

     

    
                        
      __________________________________

     

    Signature

     

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

     

    Signature
      Guaranteed:**

     

    -
      --------------------------

     

    **
      Signature must be guaranteed by an “Eligible Guarantor Institution” (with
      membership in an approved signature guarantee medallion program) pursuant to
      Rule 17Ad-15 of the Securities Exchange Act of 1934.

     

    CERTIFICATE

     

    ____________

     

    The
      undersigned hereby certifies by checking the appropriate boxes
      that:

    (1)           the
      Rights evidenced by this Rights Certificate[ ] are [ ] are not being exercised
      by or on behalf of a Person who is or was an Acquiring Person 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 [ ] did [ ] did
      not
      acquire the Rights evidenced by this Rights Certificate after the occurrence
      of
      a Common Stock Event (as such term is defined in the Rights Agreement) from
      any
      Person who is, was, or subsequently became an Acquiring Person or an Affiliate
      of an Acquiring Person.

     

    Dated:_______________,____                                                                

    Signature

     

    Signature
      Guaranteed:***

     

    _________________________

     

    ***
      Signature must be guaranteed by an “Eligible Guarantor Institution” (with
      membership in an approved signature guarantee medallion program) pursuant to
      Rule 17Ad-15 of the Securities Exchange Act of 1934.

     

    
      
        
        

      

      
        B
          - 6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    DYNAMICS
      RESEARCH CORPORATION

     

    SUMMARY
      OF PURCHASE RIGHTS

     

    On
      July
      27, 2008, Dynamics Research Corporation declared a dividend distribution of
      one
      preferred stock purchase right for each share of Common Stock.  These
      New Rights replace and have the same practical effect as the Rights that were
      in
      existence prior to July 27, 2008.  Each New Right entitles the
      registered holder to purchase from the Company after the Distribution Date
      described below one one-hundredth of a share of its Series B Preferred
      Stock.  The exercise price is $59.09 for each one one-hundredth share
      of Preferred Stock.  The distribution of New Rights is payable on July
      27, 2008 to the record holders of Common Stock at the close of business on
      that
      date.  One New Right will also be issued for each share of Common
      Stock issued between July 27, 2008 and the Distribution Date.

     

    Exercisability
      of the New
      Rights; Distribution Date.  The New Rights are not exercisable
      until the Distribution Date.  The Distribution Date would occur, if
      ever, ten business days after either of the following events:

     

    
      	
               
                

            	
              ·

            	
              A
                public announcement that a person or group (an “Acquiring Person”) has
                acquired, or obtained the right to acquire, beneficial ownership
                of 15% or
                more of the Company’s outstanding Common Stock (which includes common
                stock referenced in derivative transactions and securities) (the
“Stock
                Acquisition Date”) or

            


    

     

    
      	
               
                

            	
              ·

            	
              The
                commencement or announcement of an intention to make a tender offer
                or
                exchange offer that would result in a person or group owning 15%
                or more
                of the Company’s outstanding Common
                Stock.

            


    

     

    Mergers,
      Asset Sales and
      Self-Dealing Transactions.  If after the Stock Acquisition Date
      the Company is acquired in a merger or other business combination, or 50% or
      more of its assets or earning power is sold, proper provision is to be made
      so
      that each holder of a New Right would have the right to receive, upon exercise
      of the New Right, that number of shares of common stock of the acquiring company
      which at the time has a market value of two times the exercise price of the
      New
      Right.

     

    In
      the
      event that:

     

    (1)           the
      Company is the surviving corporation in a merger with an Acquiring Person and
      its Common Stock is not changed or exchanged, or

     

    (2)           an
      Acquiring Person engages in one of a number of self-dealing transactions
      specified in the Rights Agreement described below, or

     

    (3)           during
      such time as there is an Acquiring Person any recapitalization, reorganization
      or other transaction involving the Company occurs which result in such Acquiring
      Person’s ownership interest being increased by more than 1%, then each holder of
      a New Right would have the right to receive, upon exercise of the New Right,
      that number of shares of Common Stock (or, in certain circumstances, cash,
      property or other securities of the Company) having a market value of two times
      the exercise price of the New Right.

     

    Following
      the occurrence of any of the events described in this section, any New Rights
      beneficially owned by any Acquiring Person would immediately become null and
      void.

     

    
      
        
        

      

      
        C
          - 1

        
          

        

      

      
        
        

      

    


    Exchange
      Option.  The Board may, at its option, at any time after any
      person becomes an Acquiring Person, exchange all or part of the then outstanding
      and exercisable New Rights for shares of Common Stock at an exchange ratio
      of
      one share of Common Stock per New Right.  The Board, however, may not
      effect an exchange at any time after any person (other than (i) the Company,
      (ii) any subsidiary of the Company, (iii) any employee benefit plan of the
      Company or any such subsidiary or any entity holding Common Stock for or
      pursuant to the terms of any such plan), together with all affiliates of such
      person, becomes the beneficial owner of 50% or more of the Common Stock then
      outstanding.  Immediately upon the action of the Board ordering the
      exchange of any New Rights and without any further action and without any
      notice, the right to exercise such New Rights will terminate and the only right
      thereafter of a holder of such New Rights will be to receive that number of
      shares of Common Stock equal to the number of such New Rights held by the
      holder.

     

    Transferability
      of New
      Rights.  Until the Distribution Date, the Common Stock
      Certificates will evidence the New Rights, and the transfer of the Common Stock
      certificates will constitute a transfer of the New Rights.  After the
      Distribution Date, separate certificates evidencing the New Rights would be
      mailed to holders of record of the Company’s Common Stock as of the close of
      business on the Distribution Date, and such separate New Rights Certificates
      alone would evidence the New Rights.

     

    Redemption.  The
      Board of Directors, by a majority vote, may redeem the New Rights at any time
      at
      a redemption price of $.01 per New Right.  Immediately upon such
      redemption, the right to exercise the New Rights will terminate, and the New
      Rights Holders will become entitled only to receive the Redemption
      Price.

     

    Expiration
      of New
      Rights.  If not previously exercised or redeemed, the New
      Rights will expire on July 27, 2018.

     

    Anti-Dilution
      Adjustment.  The exercise price, the redemption price, the
      exchange ratio and the number of shares of the Preferred Stock or other
      securities or property issuable upon exercise of the New Rights are subject
      to
      adjustment from time to time to prevent dilution under the following
      circumstances:

     

    
      	
               
                

            	
              ·

            	
              in
                the event of a stock dividend on, or a subdivision, combination or
                reclassification of the Preferred Stock,
                or

            


    

     

    
      	
               
                

            	
              ·

            	
              upon
                the grant to holders of the Preferred Stock of certain rights or
                warrants
                to subscribe for shares of the Preferred Stock or convertible securities
                at less than the current market price,
                or

            


    

     

    
      	
               
                

            	
              ·

            	
              upon
                the distribution to holders of the Preferred Stock of evidences of
                indebtedness or assets (excluding regular quarterly cash dividends
                out of
                the earnings or retained earnings of the Company and dividends payable
                in
                shares of Preferred Stock) or of subscription rights or warrants
                (other
                than those referred to above).

            


    

     

    With
      certain exceptions, no adjustment in the exercise price will be required until
      cumulative adjustments require an adjustment of at least 1% in such
      price.  At the Company’s option, cash (based on the market price on
      the last trading date prior to the date of the exercise) will be paid instead
      of
      issuing fractional shares of any securities (other than fractional shares of
      Preferred Stock in integral multiples of one one-hundredth of a
      share).

     

    No
      Shareholder
      Rights.  A New Right holder, as such, has no rights as a
      shareholder of the Company, including, without limitation, the right to vote
      or
      receive dividends.

     

    
      
        
        

      

      
        C
          - 2

        
          

        

      

      
        
        

      

    


    Amendments.  Any
      of the provisions of the Rights Agreement may be amended by the Board of
      Directors prior to the Distribution Date without the approval of any holders
      of
      the New Rights.  After the Distribution Date, the Board of Directors
      may amend the Rights Agreement to cure any ambiguity, to make changes which
      do
      not adversely affect the interests of holders of New Rights (excluding the
      interests of any Acquiring Person) or to shorten or lengthen any time period
      under the Rights Agreement.  A majority vote of the Board of Directors
      is required.

     

    Tax
      Consequences.  Although the Company believes that neither the
      distribution of the New Rights nor the subsequent separation of the New Rights
      on the Distribution Date should be taxable to the stockholders or the Company,
      stockholders may, depending upon the circumstances, realize taxable income
      upon
      the occurrence of an event described under “Mergers, Asset Sales and Self-
      Dealing Transactions.”

     

    Rights
      Agreement.  The terms of the New Rights are set forth in an
      Amended and Restated Rights Agreement (the “Rights Agreement”) dated July 23,
      2008 between the Company and American Stock Transfer & Trust Company, as
      Rights Agent.  A copy of the Rights Agreement is an Exhibit to Form
8-A/A
      filed with the Securities and Exchange Commission.  A copy of the
      Rights Agreement is available free of charge from the Rights Agent at the
      following address:

     

    American
      Stock Transfer & Trust Company LLC

    59
      Maiden
      Lane

    New
      York,
      NY  10038

    Attention:  Executive
      Vice President

    (Dynamics
      Research Corporation Rights Agreement)

     

    This
      summary does not purport to be complete and is qualified in its entirety by
      reference to the Rights Agreement, which is incorporated in this summary by
      reference.

     

    
      
        
        

      

      
        C
          - 3