BANCFIRST
CORPORATION,

    an
Oklahoma corporation

    


    and

    


    BANCFIRST,

    an
Oklahoma banking corporation

    


    Rights
Agent

    


    RIGHTS
AGREEMENT

    


    DATED
AS OF FEBRUARY 25, 1999

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	
                                                                  ITEM

                                                                	 	 
      	
                                                                  PAGE

                                                                
	 
      	 	 
      	 
      
	
                                                                  SECTION
      1.

                                                                	 	
                                                                  CERTAIN
      DEFINITIONS

                                                                	
                                                                  1

                                                                
	 
      	 	 
      	 
      
	
                                                                  SECTION
      2.

                                                                	 	
                                                                  APPOINTMENT
      OF RIGHTS AGENT

                                                                	
                                                                  4

                                                                
	 
      	 	 
      	 
      
	
                                                                  SECTION
      3.

                                                                	 	
                                                                  ISSUANCE
      OF RIGHT CERTIFICATES

                                                                	
                                                                  4

                                                                
	 
      	 	 
      	 
      
	
                                                                  SECTION
      4.

                                                                	 	
                                                                  FORM
      OF RIGHT CERTIFICATES

                                                                	
                                                                  5

                                                                
	 
      	 	 
      	 
      
	
                                                                  SECTION
      5.

                                                                	 	
                                                                  COUNTERSIGNATURE
      AND REGISTRATION

                                                                	
                                                                  6

                                                                
	 
      	 	 
      	 
      
	
                                                                  SECTION
      6.

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

                                                                	
                                                                  6

                                                                
	 
      	 	 
      	 
      
	
                                                                  SECTION
      7.

                                                                	 	
                                                                  EXERCISE
      OF RIGHTS;  PURCHASE PRICE;  EXPIRATION DATE OF
      RIGHTS

                                                                	
                                                                  6

                                                                
	 
      	 	 
      	 
      
	
                                                                  SECTION
      8.

                                                                	 	
                                                                  CANCELLATION
      AND DESTRUCTION OF RIGHT CERTIFICATES

                                                                	
                                                                  7

                                                                
	 
      	 	 
      	 
      
	
                                                                  SECTION
      9.

                                                                	 	
                                                                  RESERVATION
      AND AVAILABILITY OF SHARES OF PREFERRED STOCK

                                                                	
                                                                  8

                                                                
	 
      	 	 
      	 
      
	
                                                                  SECTION
      10.

                                                                	 	
                                                                  PREFERRED
      STOCK RECORD DATE

                                                                	
                                                                  8

                                                                
	 
      	 	 
      	 
      
	
                                                                  SECTION
      11.

                                                                	 	
                                                                  ADMUSTMENTS
      TO NUMBER AND KIND OF SHARES, NUMBER OF RIGHTS OR PURCHASE
      PRICE

                                                                	
                                                                  9

                                                                
	 
      	 	 
      	 
      
	
                                                                  SECTION
      12.

                                                                	 	
                                                                  CERTIFICATION
      OF ADJUSTMENTS

                                                                	
                                                                  15

                                                                
	 
      	 	 
      	 
      
	
                                                                  SECTION
      13.

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

                                                                	
                                                                  15

                                                                
	 
      	 	 
      	 
      
	
                                                                  SECTION
      14.

                                                                	 	
                                                                  FRACTIONAL
      RIGHTS AND FRACTIONAL SHARES

                                                                	
                                                                  17

                                                                
	 
      	 	 
      	 
      
	
                                                                  SECTION
      15.

                                                                	 	
                                                                  RIGHTS
      OF ACTION

                                                                	
                                                                  18

                                                                
	 
      	 	 
      	 
      
	
                                                                  SECTION
      16.

                                                                	 	
                                                                  AGREEMENT
      OF RIGHT HOLDERS

                                                                	
                                                                  18

                                                                
	 
      	 	 
      	 
      
	
                                                                  SECTION
      17.

                                                                	 	
                                                                  RIGHT
      CERTIFICATE HOLDER NOT DEEMED A SHAREOWNER

                                                                	
                                                                  19

                                                                
	 
      	 	 
      	 
      
	
                                                                  SECTION
      18.

                                                                	 	
                                                                  CONERNING
      THE RIGHTS AGENT

                                                                	
                                                                  19

                                                                
	 
      	 	 
      	 
      
	
                                                                  SECTION
      19.

                                                                	 	
                                                                  MERGER
      OR CONSOLIDATION OR CHANGE OF NAME TO RIGHTS AGENT

                                                                	
                                                                  19

                                                                


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS, CON’T.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    SECTION
      20.

                                                  	 	
                                                    DUTIES
      OF RIGHTS AGENT

                                                  	
                                                    19

                                                  
	 
      	 	 
      	 
      
	
                                                    SECTION
      21.

                                                  	 	
                                                    CHANGE
      OF RIGHTS AGENT

                                                  	
                                                    21

                                                  
	 
      	 	 
      	 
      
	
                                                    SECTION
      22.

                                                  	 	
                                                    ISSUANCE
      OF NEW RIGHT CERTIFICATES

                                                  	
                                                    21

                                                  
	 
      	 	 
      	 
      
	
                                                    SECTION
      23.

                                                  	 	
                                                    REDEMPTION

                                                  	
                                                    21

                                                  
	 
      	 	 
      	 
      
	
                                                    SECTION
      24.

                                                  	 	
                                                    NOTICE
      OF PROPOSED ACTIONS

                                                  	
                                                    22

                                                  
	 
      	 	 
      	 
      
	
                                                    SECTION
      25.

                                                  	 	
                                                    NOTICES

                                                  	
                                                    23

                                                  
	 
      	 	 
      	 
      
	
                                                    SECTION
      26.

                                                  	 	
                                                    SUPPLEMENTS
      AND AMENDMENTS

                                                  	
                                                    23

                                                  
	 
      	 	 
      	 
      
	
                                                    SECTION
      27.

                                                  	 	
                                                    SUCCESSORS

                                                  	
                                                    23

                                                  
	 
      	 	 
      	 
      
	
                                                    SECTION
      28.

                                                  	 	
                                                    EXCHANGE

                                                  	
                                                    24

                                                  
	 
      	 	 
      	 
      
	
                                                    SECTION
      29.

                                                  	 	
                                                    BENEFITS
      OF THIS RIGHTS AGREEMENT

                                                  	
                                                    24

                                                  
	 
      	 	 
      	 
      
	
                                                    SECTION
      30.

                                                  	 	
                                                    OKLAHOMA
      CONTRACT

                                                  	
                                                    24

                                                  
	 
      	 	 
      	 
      
	
                                                    SECTION
      31.

                                                  	 	
                                                    COUNTERPARTS

                                                  	
                                                    25

                                                  
	 
      	 	 
      	 
      
	
                                                    SECTION
      32.

                                                  	 	
                                                    DESCRIPTIVE
      HEADINGS

                                                  	
                                                    25

                                                  
	 
      	 	 
      	 
      
	
                                                    SECTION
      33.

                                                  	 	
                                                    SEVERABILITY

                                                  	
                                                    25

                                                  
	 
      	 	 
      	 
      
	
                                                    SECTION
      34.

                                                  	 	
                                                    DETERMINATION
      AND ACTIONS BY THE BOARD OF DIRECTORS, ETC.

                                                  	
                                                    25

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    	
                            EXHIBIT
      A

                          	 	
                            CERTIFICATE
      OF THE VOTING POWERS, DESIGNATION, PREFERENCES, PARTICIPATING, OPTIONAL,
      OR OTHER SPECIAL RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR
      RESTRICTIONS THEREOF, WHICH HAVE NOT BEEN SET FORTH IN THE CERTICATE OF
      INCORPORATION OR IN ANY AMENDMENT THERETO OF THE SERIES A PREFERRED STOCK
      (PAR VALUE $.01 PER SHARE) OF BANCFIRST CORPORATION.

                          	
                            A-1

                          
	 
      	 	 
      	 
      
	
                            EXHIBIT
      B

                          	 	
                            FORM
      OF RIGHT CERTIFICATE

                          	
                            B-1

                          
	 
      	 	 
      	 
      
	
                            EXHIBIT
      C

                          	 	
                            BANCFIRST
      CORPORATION SUMMARY OF RIGHTS AGREEMENT

                          	
                            C-1

                          


                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    RIGHTS
AGREEMENT

    


    This
agreement (“Rights Agreement”), dated February 25, 1999, between BANCFIRST
CORPORATION, an Oklahoma corporation (the “Company”), and BancFirst (the “Rights
Agent”).

    


    WITNESSETH:

    


    WHEREAS,
the Board of Directors of the Company on February 25, 1999, (i) authorized and
declared a dividend distribution of one right (a “Right”) for each share of the
common stock, par value $1.00 per share (“Common Stock”), of the Company
outstanding as of the close of business on February 25, 1999 (the “Record
Date”), and authorized the issuance of the Rights as of the Record Date, each
Right representing the right to purchase one one-hundredth (1/100) of a share of
Series A Preferred Stock, par value $.01 per share of the Company having the
voting powers, designation, preferences and relative rights described in the
Certificate of Designation set forth as Exhibit A hereto (“Preferred Stock”)
upon the terms and subject to the conditions hereinafter set forth, and (ii)
further authorized the issuance of one Right with respect to each share of
Common Stock of the Company that shall become outstanding between the Record
Date and the Distribution Date (as defined herein);

    


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

    


    SECTION
1.  CERTAIN DEFINITIONS.  For purposes of this Agreement,
the following terms shall have the meanings indicated:

    


    (a)           “Acquiring
Person” shall mean any Person who, together with all Affiliates and Associates
of such Person, shall be the Beneficial Owner of securities representing 15% or
more of the Voting Power (other than as a result of a Permitted Offer) or who
was such a Beneficial Owner at any time after the date hereof, whether or not
such Person continues to be the Beneficial Owner of securities representing 15%
or more of the Voting Power; provided, however, that the term “Acquiring Person”
shall not include an Exempt Person.

    


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

    


    (c)           “Affiliate”
and “Associate” shall have the respective meanings ascribed to such terms in
Rule 12b-2 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended, as in effect on the date hereof.

    


    (d)           Except
in the case of an underwriter acting in such capacity by agreement with the
Company, a Person shall be deemed the “Beneficial Owner” of, and shall be deemed
to “beneficially own”, any securities:

    


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

    


    (ii)           which
such Person or any of such Person’s Affiliates or Associates has (A) the right
or obligation to acquire (whether such right or obligation is exercisable or
effective immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding (whether or not in writing), or upon the
exercise of conversion rights, exchange rights, rights (other than these
Rights), warrants or options, or otherwise; PROVIDED, HOWEVER, that a Person
shall not be deemed the Beneficial Owner of, or to beneficially own, (1)
securities tendered pursuant to a tender or exchange offer made by such Person
or any of such Person’s Affiliates or Associates until such tendered securities
are accepted for purchase or exchange, (2) securities which such Person would
have a right to acquire on the exercise of Rights at any time prior to the
occurrence of a Triggering Event or (3) securities issuable upon exercise of
Rights from and after the occurrence of a Triggering Event if such Rights were
acquired by such Person or any of such Person’s Affiliates or Associates prior
to the Distribution Date or pursuant to Section 3(a) or Section 22 hereof
(“Original Rights”) or pursuant to Section 11(i) hereof in connection with an
adjustment made with respect to any Original Rights; or (B) the right to vote
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, any securities under this clause (B) if the
agreement, arrangement or understanding to vote such security (1) arises solely
from a revocable proxy or consent given in response to a public proxy or consent
solicitation made pursuant to, and in accordance with, the applicable rules and
regulations of the Exchange Act and (2) is not also then reportable by such
Person on Schedule 13D under the Exchange Act (or any comparable or successor
report); or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)           which
are beneficially owned, directly or indirectly, by any other Person with which
such Person or any of such Person’s Affiliates or Associates has any agreement,
arrangement or understanding (whether or not in writing) for the purpose of
acquiring, holding, voting (except as described in clause (B) of subparagraph
(ii) of this paragraph (d)) or disposing of any securities of the
Company.

    


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

    


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

    


    (g)           “Common
Stock”, when used with reference to the Company, shall mean the common stock
(presently par value $1.00 per share) of the Company.  “Common Stock”,
when used with reference to any Person other than the Company, shall mean the
capital stock with the greatest voting power or the equity securities or other
equity interest having the power to control or direct the management of such
Person or, if such Person is a Subsidiary of or is controlled by another Person,
the Person which ultimately controls such first-mentioned Person.

    


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

    


    (i)           “Company”
shall have the meaning set forth in the preamble.

    


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

    


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

    


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

    


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

    


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

    


    (o)           “Exchange
Ratio” shall have the meaning set forth in Section 28(a) hereof.

    


    (p)           “Exempt
Person” shall mean:

    


    (i)           the
Company, any subsidiary of the Company, any employee benefit plan or employee
stock plan of the Company or any subsidiary of the Company, or any person or
entity organized, appointed, established or holding Common Stock or other
securities of the Company for or pursuant to the terms of any such
plan;

    


    
      	
               
      

            	
              (ii)

            	
              any
      Person who becomes an Acquiring Person solely by virtue of a reduction in
      the number of outstanding shares of Common Stock; PROVIDED, HOWEVER, that
      such Person shall not be an Exempt Person if, subsequent to such
      reduction, such Person shall become the Beneficial Owner of, or commence a
      tender or exchange offer for, any additional shares of Common Stock;
      and

            


    

    
      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

    

    
      	
               
      

            	
              (iii)

            	
              any
      individual, corporation, partnership or other person, entity or group
      which “beneficially owned” on February 25, 1999, 15% or more of the
      outstanding Common Stock of the
Corporation.

            


    

     

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

    


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

    


    (s)           “Nasdaq”
shall mean the Nasdaq National Market System.

    


    (t)           “Permitted
Offer” shall have the meaning set forth in Section 11(a)(ii)
hereof.

    


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

    


    (v)           “Preferred
Stock” shall have the meaning set forth in the preamble.

    


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

    


    (x)           “Purchase
Price” shall have the meaning set forth in Section 7(b) hereof, except as
otherwise provided in Section 11(a)(ii) and Section 13(a) hereof.

    


    (y)           “Record
Date” shall have the meaning set forth in the preamble.

    


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

    


    (aa)           “Right”
shall have the meaning set forth in the preamble.

    


    (bb)           “Rights
Agent” shall have the meaning set forth in the preamble.

    


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

    


    (dd)           “Section
11(a)(ii) Event” shall have the meaning set forth in Section 11(a)(ii)
hereof.

    


    (ee)           “Section
13 Event” shall mean any event described in clause (i), (ii) or (iii) of Section
13(a) hereof.

    


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

    


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

    


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

    


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

    


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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

    


    (ll)           “Triggering
Event” shall mean any event described in Section 11(a)(ii) or Section 13(a)
hereof.

    


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

    


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

    


    SECTION
2.  APPOINTMENT OF RIGHTS AGENT.  The Company hereby
appoints the Rights Agent to act as agent for the Company in accordance with the
terms and conditions hereof, and the Rights Agent hereby accepts such
appointment.  The Company may from time to time appoint such Co-Rights
Agents as it may deem necessary or desirable.

    


    SECTION
3.  ISSUANCE OF RIGHT CERTIFICATES.

    


    (a)           Until
the close of business on the earlier to occur of (i) the tenth day following the
Stock Acquisition Date or (ii) the tenth day after the date of the commencement
by any Person (other than an Exempt Person) of, or the first public announcement
of the intent of any Person (other than an Exempt Person) to commence, a tender
or exchange offer, upon the successful consummation of which such Person,
together with its Affiliates and Associates, would be the Beneficial Owner of
Common Stock and/or other securities representing 15% or more of the Voting
Power (irrespective of whether any shares are actually purchased pursuant to
such offer) (the earliest of such dates, including any date that is after the
date of this Agreement and prior to the Record Date, being referred to herein as
the “Distribution Date”), (x) the Rights will be evidenced (subject to the
provisions of Section 3(c) hereof) by the certificates for the Common Stock
registered in the names of the holders of the Common Stock and not by separate
certificates, and (y) each Right will be transferable only in connection with
the transfer of a share (subject to adjustment as hereinafter provided) of
Common Stock.  As soon as practicable after the Distribution Date, the
Rights Agent will send, by first-class, postage prepaid mail, to each record
holder of the Common Stock as of the close of business on the Distribution Date,
at the address of such holder shown on the records of the Company, a certificate
in substantially the form of Exhibit B hereto (“Right Certificate”) evidencing
one Right for each share of Common Stock so held, subject to adjustment as
herein provided.  In the event that an adjustment in the number of
Rights per share of Common Stock has been made pursuant to Section 11(i) or
Section 11(p) hereof, at the time of distribution of the Right Certificate, the
Company may elect to make the necessary and appropriate rounding adjustments (in
accordance with Section 14(a) hereof) so that Right Certificates representing
only whole numbers of Rights are distributed and cash is paid in lieu of any
fractional Rights.  As of and after the Distribution Date, the Rights
will be evidenced solely by such Right Certificates.

    


    (b)           As
soon as practicable following the Record Date, the Company will send a copy of a
Summary of Rights to Purchase Preferred Stock, substantially in the form
attached hereto as Exhibit C (“Summary of Rights”), by postage prepaid mail, to
each record holder of Common Stock as of the close of business on the Record
Date, at the address of such holder shown on the records of the
Company.

    


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

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d)           Rights
shall be issued in respect of all shares of Common Stock which are issued
(whether originally issued or from the Company’s treasury) after the Record Date
but prior to the earlier of the Distribution Date or the Expiration Date and, in
certain circumstances provided for in Section 22 hereof, may be issued in
respect of shares of Common Stock that become outstanding after the Distribution
Date.  Certificates representing such shares of Common Stock shall
also be deemed to be certificates for Rights, and shall bear the following
legend:

    


    This
certificate also evidences and entitles the holder hereof to certain Rights as
set forth in a Rights Agreement between BancFirst Corporation and BancFirst as
Rights Agent, dated February 25, 1999 (the “Rights Agreement”), the terms of
which are incorporated herein by reference and a copy of which is on file at the
principal executive office of BancFirst Corporation.  Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate.  BancFirst Corporation will mail to the holder of record
of this certificate a copy of the Rights Agreement, without charge, within five
days after receipt of a written request therefor.  Under certain
circumstances, as provided in the Rights Agreement, Rights issued to or
beneficially owned by Acquiring Persons or their Associates or Affiliates (as
defined in the Rights Agreement) or any purported subsequent holder of such
Rights will become null and void.

    


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

    


    SECTION
4.  FORM OF RIGHT CERTIFICATES.

    


    (a)           The
Right Certificates (and the forms of election to purchase shares and of
assignment to be printed on the reverse thereof), when, as and if issued, shall
be substantially in the form set forth in Exhibit 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 Rights Agreement, or as may be required
to comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any stock exchange on which the Rights may from
time to time be listed, or to conform to usage.  Subject to the
provisions of Sections 11 and 22 hereof, the Right Certificates evidencing the
Rights, whenever issued, shall be dated as of the Record Date, and on their face
Right Certificates shall entitle the holders thereof to purchase such number of
one one-hundredth (1/100) of a share of Preferred Stock, or other securities or
property as provided herein, as the same may from time to time be adjusted as
provided herein, at the Purchase Price.

    


    (b)           Notwithstanding
any other provisions of this Rights Agreement, any Right Certificate that
represents Rights that may be or may have been at any time on or after the
Distribution Date beneficially owned by an Acquiring Person or any Affiliate or
Associate thereof (or any purported transferee of such Rights) may have
impressed on, printed on, written on or otherwise affixed to it the following
legend:

    


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

    


    The
provisions of this Rights Agreement shall be operative whether or not the
foregoing legend is imprinted on any such Right Certificate.  The
Company shall give notice to the Rights Agent promptly after it becomes aware of
the existence of any Acquiring Person or any Associate or Affiliate
thereof.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    SECTION
5.  COUNTERSIGNATURE AND REGISTRATION.

    


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

    


    (b)           Following
the Distribution Date, the Rights Agent will keep or cause to be kept books for
registration and transfer of the Right Certificates issued
hereunder.  Such books shall show the names and addresses of the
respective holders of the Right Certificates, the number of Rights evidenced on
its face by each of the Right Certificates, the date of each of the Right
Certificates, and the certificate numbers for each of the Right
Certificates.

    


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

    


    (a)           Subject
to the provisions of Section 14(b) and the last three sentences of Section
11(a)(ii) hereof, at any time after the close of business on the Distribution
Date and at or prior to the close of business on the Expiration Date, any Right
Certificate or Certificates may be (i) transferred or (ii) split up, combined or
exchanged for another Right Certificate or Right Certificates, entitling the
registered holder to purchase a like number of shares of Preferred Stock (or
other securities, as the case may be) as the Right Certificate or Right
Certificates surrendered then entitled such holder to purchase.  Any
registered holder desiring to transfer any Right Certificate shall surrender the
Right Certificate at the principal office or offices of the Rights Agent
designated for such purpose, with the form of assignment on the reverse side
thereof duly endorsed (or enclose with such Right Certificate a written
instrument of transfer in a form satisfactory to the Company and the Rights
Agent), duly executed by the registered holder thereof or his or her attorney
duly authorized in writing, and with such signature duly guaranteed. Any
registered holder desiring to split up, combine or exchange any Right
Certificate shall make such request in writing delivered to the Rights Agent,
and shall surrender the Right Certificate or Right Certificates to be split up,
combined or exchanged at the principal office or offices of the Rights Agent
designated for such purpose.  Thereupon the Rights Agent shall
countersign and deliver to the person entitled thereto a Right Certificate or
Right Certificates, as the case may be, as so requested.  The Company
may require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer, split up, combination or
exchange of Right Certificates.

    


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

    


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

    


    (a)           Subject
to the last three sentences of Section 11(a)(ii) hereof or as otherwise provided
herein, the registered holder of any Right Certificate may exercise the Rights
evidenced thereby in whole at any time after the Distribution Date, or in part
from time to time after the Distribution Date, upon surrender of the Right
Certificate, with the form of election to purchase on the reverse side thereof
duly executed (with such signature duly guaranteed), to the Rights Agent at the
principal office or offices of the Rights Agent designated for such purpose,
together with payment of the Purchase Price with respect to each Right
exercised, subject to adjustment as hereinafter provided, at or prior to the
time (the “Expiration Date”) which is the earlier of (i) the close of business
on February 25, 2009 (“Final Expiration Date”), (ii) the action of the Board of
Directors of the Company ordering the redemption of Rights pursuant to Section
23 hereof or (iii) the action of the Board of Directors of the Company ordering
the exchange of Rights pursuant to Section 28 hereof.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (b)           The
purchase price for each one one-hundredth (1/100) of a share of Preferred Stock
(the “Purchase Price”) issuable pursuant to the exercise of a Right shall
initially be $110 and, along with the
number of shares of Preferred Stock or other securities or consideration to be
acquired upon exercise of a Right, shall be subject to adjustment from time to
time as provided in Sections 11 and 13 hereof.  The Purchase Price
shall be payable in lawful money of the United States of America, in accordance
with Section 7(c) hereof.

    


    (c)           Except
as provided in Section 7(d) hereof, upon receipt of a Right Certificate
representing exercisable Rights with the form of election to purchase duly
executed, accompanied by payment of the Purchase Price or so much thereof as is
necessary for the shares to be purchased and an amount equal to any applicable
transfer tax, by cash, certified check or official bank check payable to the
order of the Company or the Rights Agent, the Rights Agent, subject to Section
20(i) hereof, shall thereupon promptly (i) (A) requisition from any transfer
agent for the Preferred Stock certificates (or certificates representing other
securities, as the case may be) for the number of shares of Preferred Stock (or
other securities, as the case may be) so elected to be purchased, and the
Company will comply and hereby authorizes and directs such transfer agent to
comply with all such requests or (B) if the Company, in its sole discretion,
shall have elected to deposit the shares of Preferred Stock or other securities
issuable upon exercise of the Rights hereunder into a depositary, requisition
from the depositary agent depositary receipts representing such number of one
one-hundredth of a share of Preferred Stock as are to be purchased (in which
case certificates for the shares of Preferred Stock or other securities
represented by such receipts shall be deposited by the transfer agent with the
depositary agent) and the Company will direct the depositary agent to comply
with such request, (ii) requisition from the Company the amount of cash to be
paid in lieu of issuance of fractional shares in accordance with Section 14(b)
hereof and (iii) promptly after receipt of such Preferred Stock certificates (or
certificates representing other securities, as the case may be) or depositary
receipts cause the same to be delivered to or upon the order of the registered
holder of such Right Certificate, registered in such name or names as may be
designated by such holder, and, when appropriate, after receipt promptly deliver
such cash to or upon the order of the registered holder of such Right
Certificate.  In the event that the Company is obligated to issue
other securities of the Company, pay cash and/or distribute other property
pursuant to Section 11(a) or Section 28 hereof, the Company will make all
arrangements necessary so that such other securities, cash and/or other property
are available for distribution by the Rights Agent, if and when
appropriate.  In addition, in the case of an exercise of the Rights by
a holder pursuant to Section 11(a)(ii), the Rights Agent shall return such Right
Certificate to the registered holder thereof after imprinting, stamping or
otherwise indicating thereon that the rights represented by such Right
Certificate no longer include the rights provided by Section 11(a)(ii) of the
Rights Agreement and if less than all the Rights represented by such Right
Certificate were so exercised, the Rights Agent shall indicate on the Right
Certificate the number of Rights represented thereby which continue to include
the rights provided by Section 11(a)(ii).

    


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

    


    SECTION
8.  CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES.

    


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

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    SECTION
9.  RESERVATION AND AVAILABILITY OF SHARES OF PREFERRED
STOCK.

    


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

    


    (b)           The
Company shall (i) use its best efforts to cause, from and after such time as the
Rights become exercisable, the Rights and all shares of Preferred Stock (and
following the occurrence of a Triggering Event, other securities) issued or
reserved for issuance upon exercise thereof to be listed by the Nasdaq or any
other securities exchanges, upon notice of issuance upon such exercise, and (ii)
if then necessary to permit the offer and issuance of such shares of Preferred
Stock (and, following the occurrence of a Triggering Event, other securities),
register and qualify such shares of Preferred Stock (and, following the
occurrence of a Triggering Event, other securities) under the Securities Act and
any applicable state securities or “blue sky” laws (to the extent exemptions
therefrom are not available), cause the related registration statement and
qualifications to become effective as soon as possible after filing and keep
such registration statement and qualifications effective until the Expiration
Date.  The Company may temporarily suspend, for a period of time not
to exceed 90 days, the exercisability of the Rights in order to prepare and file
a registration statement under the Securities Act and permit it to become
effective.  Upon any such suspension, the Company shall issue a public
announcement stating that the exercisability of the Rights has been temporarily
suspended, as well as a public announcement at such time as the suspension is no
longer in effect.  Notwithstanding any provision of this Agreement to
the contrary, the Rights shall not be exercisable in any jurisdiction unless the
requisite qualification in such jurisdiction shall have been obtained and until
a registration statement under the Securities Act (if required) shall have been
declared effective.

    


    (c)           The
Company covenants and agrees that it will take all such action as may be
necessary to insure that all shares of Preferred Stock (and following the
occurrence of a Triggering Event, other securities) delivered upon exercise of
Rights shall, at the time of delivery of the certificates of such shares
(subject to payment of the Purchase Price in respect thereof), be duly and
validly authorized and issued and fully paid and nonassessable shares in
accordance with applicable law.

    


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

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    SECTION
10.  PREFERRED STOCK RECORD DATE.

    


    Each
Person in whose name any certificate for shares of Preferred Stock (or other
securities, as the case may be) is issued upon the exercise of Rights shall for
all purposes be deemed to have become the holder of record of the Preferred
Stock (or other securities, as the case may be) represented thereby on, and such
certificate shall be dated, the date upon which the Right Certificate evidencing
such rights was duly surrendered and payment of the Purchase Price (and any
applicable transfer taxes) was made; PROVIDED, HOWEVER, that if the date of such
presentation and payment is a date upon which the Preferred Stock transfer books
of the Company are closed, such person shall be deemed to have become the record
holder of such shares on, and such certificate shall be dated, the next
succeeding Business Day on which the Preferred Stock transfer books of the
Company are open.

    


    SECTION
11.  ADJUSTMENTS TO NUMBER AND KIND OF SHARES, NUMBER OF RIGHTS OR
PURCHASE PRICE.

    


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

    


    (a)           (i)           In
the event the Company shall at any time after the Record Date (A) declare or pay
any dividend on Preferred Stock payable in shares of Preferred Stock, (B)
subdivide or split the outstanding shares of Preferred Stock into a greater
number of shares, (C) combine or consolidate the outstanding shares of Preferred
Stock into a smaller number of shares or effect a reverse split of the
outstanding shares of Preferred Stock or (D) issue any shares of its capital
stock in a reclassification of the Preferred Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), except as otherwise
provided in this Section 11(a), the Purchase Price in effect at the time of the
record date for such dividend or of the effective date of such subdivision,
combination or reclassification, and the number and kind of shares of Preferred
Stock or capital stock, as the case may be, issuable on such date, shall be
proportionately adjusted so that the holder of any Right exercised after such
time shall be entitled to receive, upon payment of the Purchase Price then in
effect, the aggregate number and kind of shares of Preferred Stock or capital
stock, as the case may be, which, if such Right had been exercised immediately
prior to such date, the holder thereof would have owned, or would be deemed to
have owned, upon such exercise and been entitled to receive by virtue of such
dividend, subdivision, combination or reclassification.  If an event
occurs which would require an adjustment under both this Section 11(a)(i) and
Section 11(a)(ii) hereof, the adjustment provided for in this Section 11(a)(i)
shall be in addition to, and shall be made prior to, any adjustment required
pursuant to Section 11(a)(ii).

    


    (ii)           In
the event any Person at any time after the date of this Rights Agreement becomes
an Acquiring Person, other than pursuant to a tender or exchange offer for all
outstanding shares of Common Stock at a price and on terms that at least a
majority of the members of the Board of Directors of the Company who are not
officers of the Company and who are not Acquiring Persons or Affiliates,
Associates, nominees or representatives of an Acquiring Person, determines prior
to the time such tender or exchange offer is made to be both adequate and
otherwise in the best interests of the Company, its shareowners (other than the
Acquiring Person or an Affiliate or Associate thereof on whose behalf the offer
is being made), and any other constituency which may appropriately be considered
(a “Permitted Offer”), or any Exempt Person who is the beneficial owner of
Common Stock and/or other securities representing 15% or more of the Voting
Power shall fail to continue to qualify as an Exempt Person (either of such
events being herein referred to as a “Section 11(a)(ii) Event”), then, subject
to Section 23(a) hereof, and except as otherwise provided in this Section 11,
each holder of a Right shall thereafter have a right to receive for each Right,
upon exercise thereof in accordance with the terms of this Rights Agreement and
payment of the Purchase Price, in lieu of shares of Preferred Stock, such number
of shares of Common Stock of the Company as shall equal the result obtained by
(x) multiplying the then current Purchase Price by the number of one
one-hundredths of a share of Preferred Stock for which a Right was exercisable
immediately prior to the first occurrence of a Section 11(a)(ii) Event, and (y)
dividing that product (such product, following such first occurrence, shall be
referred to as the “Purchase Price” with respect to each Right for all purposes
of this Agreement) by 50% of the Current Market Price per share of Common Stock
on the date of such first occurrence (such number of shares is herein called the
“Adjustment Shares”); PROVIDED that the Purchase Price and the number of
Adjustment Shares shall be further adjusted as provided in this Agreement to
reflect any events occurring after the date of such first occurrence; and
PROVIDED, FURTHER, that if the transaction that would otherwise give rise to the
foregoing adjustment is also subject to the provisions of Section 13 hereof,
then only the provisions of Section 13 hereof shall apply and no adjustment
shall be made pursuant to this Section 11(a)(ii).  Notwithstanding the
foregoing, from and after the occurrence of a Section 11(a)(ii) Event, any
Rights that are or were beneficially owned by (x) the Acquiring Person or any
Associate or Affiliate of the Acquiring Person, (y) a transferee of such
Acquiring Person or any Associate or Affiliate who became a transferee after the
Acquiring Person became such or (z) a transferee of such Acquiring Person or any
such Associate or Affiliate who becomes a transferee prior to or concurrently
with the Acquiring Person becoming such pursuant to either (I) a transfer from
the Acquiring Person to holders of its equity securities or to any Person with
whom it has any continuing agreement, arrangement or understanding regarding the
transferred Rights or (II) a transfer which the Board of Directors has
determined is part of a plan, arrangement or understanding which has the purpose
or effect of avoiding the provisions of this paragraph, and subsequent
transferees of such Persons, shall be null and void without any further action
and any purported holder of such Rights shall thereafter have no rights
whatsoever with respect to such Rights under any provision of this Rights
Agreement.  The Company shall use all reasonable effort to ensure that
the provisions of this Section 11(a)(ii) and of Section 4(b) hereof are complied
with, but shall have no liability to any holder of Right Certificates or other
Person as a result of its failure to make any determinations with respect to an
Acquiring Person or its Affiliates, Associates or transferees
hereunder.  No Right Certificate shall be issued pursuant to Section 3
hereof that represents Rights beneficially owned by an Acquiring Person whose
Rights would be void pursuant to the provisions of this paragraph or any
Associate or Affiliate thereof; no Right Certificate shall be issued at any time
upon the transfer of any Rights to any Acquiring Person whose Rights would be
void pursuant to the provisions of this paragraph or any Associate or Affiliate
thereof or to any nominee of such Acquiring Person, Associate or Affiliate; and
any Right Certificate delivered to the Rights Agent for transfer to an Acquiring
Person whose Rights would be void pursuant to the provisions of this paragraph
shall be cancelled.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (iii)           In
the event that the number of shares of Common Stock which are authorized by the
Company’s Certificate of Incorporation but not outstanding or reserved for
issuance for purposes other than upon exercise of the Rights is not sufficient
to permit the exercise in full of the Rights in accordance with Section
11(a)(ii) and the Rights shall become so exercisable, to the extent permitted by
applicable law and any agreements in effect on the date hereof to which the
Company is a party, the Company shall: (A) determine the value of the Adjustment
Shares issuable upon the exercise of a Right (the “Current Value”) and (B) with
respect to each Right, upon exercise of such Right, issue shares of Common Stock
to the extent available for the exercise in full of such Right and, to the
extent shares of Common Stock are not so available, make adequate provision to
substitute for the Adjustment Shares not received upon exercise of such Right
(1) other equity securities of the Company, including, without limitation,
shares, or units of shares, of preferred stock irrespective of the voting rights
associated with any units or shares of preferred stock, which the Board of
Directors of the Company has deemed to have substantially the same value as
shares of Common Stock (such shares or units of shares of preferred stock are
herein called “Common Stock Equivalents”), (2) debt securities of the Company,
(3) other assets, (4) a reduction in the Purchase Price, (5) cash, or (6) any
combination of the foregoing, having a value which, when added to the value of
the shares of Common Stock actually issued upon exercise of such Right, shall
have an aggregate value equal to the Current Value, where such aggregate value
has been determined by the Board of Directors of the Company based upon the
advice of a nationally recognized independent investment banking firm; PROVIDED,
HOWEVER, if the Company shall not have made adequate provision to deliver value
pursuant to clause (B) above within 30 days following the later of the Stock
Acquisition Date or the date on which the Company’s right of redemption pursuant
to Section 23(a) expires then to the extent permitted by applicable law and any
agreement in effect on the date hereof to which the Company is a party the
Company shall be obligated to deliver, upon the surrender for exercise of a
Right and without requiring payment of the Purchase Price, shares of Common
Stock (to the extent available) or Common Stock Equivalents and then, if
necessary, cash, which shares and/or cash have an aggregate value equal to the
excess of the Current Value over the Purchase Price; PROVIDED FURTHER that,
notwithstanding anything contained herein to the contrary, the Board of
Directors may determine that the aggregate value of any cash, debt securities
and other assets issued or distributed by the Company upon exercise of the
Rights shall not exceed the amount of cash that the Company would be entitled to
receive in payment of the Purchase Price upon exercise in full of the then
exercisable Rights; and PROVIDED FURTHER that the Company shall have the option,
but not the obligation, to require actual payment of the Purchase Price upon
exercise of a Right only to the extent that the Purchase Price exceeds the
amount of cash that the holder of such Right would be entitled to receive from
the Company pursuant to this Section 11(a)(iii).  If the Board of
Directors of the Company 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, in order that the Company may seek shareowner approval for the
authorization of such additional shares (such 30 day period, as it may be
extended, is herein called the “Substitution Period”).  To the extent
that the Company determines that some action need be taken pursuant to the first
and/or second sentence of this Section 11(a)(iii), the Company (x) shall
provide, subject to the last three sentences of Section 11(a)(ii) hereof, that
such action shall apply uniformly to all outstanding and exercisable Rights, and
(y) may suspend the exercisability of the Rights until the expiration of the
Substitution Period in order to seek any authorization of additional shares
and/or to decide the appropriate form of distribution to be made pursuant to
such first sentence and to determine the value thereof.  In the event
of any such suspension, the Company shall issue a public announcement stating
that the exercisability of the Rights has been temporarily suspended, as well as
a public announcement at such time as the suspension is no longer in
effect.  For purposes of this Section 11(a)(iii), the value of the
Common Stock shall be the Current Market Price per share of the Common Stock on
the Stock Acquisition Date and the per share or per unit value of any Common
Stock Equivalent shall be deemed to equal the Current Market Price per share of
the Common Stock on such date.  The Board of Directors may, but shall
not be required to, establish procedures to allocate the right to receive Common
Stock upon the exercise of the Rights among holders of Rights pursuant to this
Section 11(a)(iii).

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (b)           In
case the Company shall fix a record date for the issuance of rights (other than
the Rights), options or warrants to all holders of Common or Preferred Stock
entitling them to subscribe for or purchase (for a period expiring within 45
calendar days after such record date) Preferred Stock, shares having the same
rights, privileges and preferences as the Preferred Stock (“Equivalent Preferred
Stock”) or 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, if a security convertible into Preferred
Stock or Equivalent Preferred Stock) less than the current market price per
share of Preferred Stock on such record date, the Purchase Price to be in effect
after such record date shall be determined by multiplying the Purchase Price in
effect immediately prior to such 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 which the aggregate
offering price of the total number of shares of Preferred Stock and/or
Equivalent Preferred Stock so to be offered (and/or the aggregate initial
conversion price of the convertible securities so to be offered) would purchase
at such current market price, and the denominator of which shall be the number
of shares of Preferred Stock outstanding on such record date, plus the number of
additional shares of Preferred Stock and/or Equivalent Preferred Stock to be
offered for subscription or purchase (or into which the convertible securities
so to be offered are initially convertible).  In case such
subscription price may be paid by delivery of consideration part or all of which
may be in a form other than cash, the value of such non-cash consideration shall
be as determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights
Agent.  Shares of 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 rights or warrants are not so
issued, the Purchase Price shall be adjusted to be the Purchase Price which
would then be in effect if such record date had not been fixed.

    


    (c)           In
case the Company shall fix a record date for a distribution to all holders of
Preferred Stock (including any such distribution made in connection with a
consolidation or merger in which the Company is the continuing corporation) of
evidences of indebtedness, cash (other than an ordinary dividend), assets (other
than a dividend payable in Preferred Stock, but including any dividend payable
in 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, the
numerator of which shall be the current market price per share of Preferred
Stock on such record date, less the fair market value (as determined in good
faith by the Board of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent) of the portion of the
cash, assets or evidences of indebtedness so to be distributed or of such
subscription rights or warrants applicable to a share of Preferred Stock and the
denominator of which shall be such current market price per share of Preferred
Stock.  Such adjustments shall be made successively whenever such a
record date is fixed; and in the event that such distribution is not so made,
the Purchase Price shall be adjusted to be the Purchase Price which would have
been in effect if such record date had not been fixed.

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (d)           (i)           For
the purpose of any computation hereunder, other than computations made pursuant
to Section 11(a)(iii) hereof, the “Current Market Price” per share of Common
Stock on any date shall be deemed to be the average of the daily closing prices
per share of Common Stock for the 30 consecutive Trading Days (as such term is
hereinafter defined) immediately prior to such date, and for purposes of
computations made pursuant to Section 11(a)(iii) hereof, the “Current Market
Price” per share of the Common Stock on any date shall be deemed to be the
average of the daily closing prices per share of the Common Stock for the 10
consecutive Trading Days immediately following such date; PROVIDED, HOWEVER,
that in the event that the Current Market Price per share of the Common Stock is
determined during a period following the announcement by the issuer of such
Common Stock of (x) any dividend or distribution on Common Stock (other than a
regular quarterly cash dividend and other than the Rights) or (y) any
subdivision, combination or reclassification of Common Stock, and the
ex-dividend date for such dividend or distribution or the record date for such
subdivision, combination or reclassification occurs prior to the expiration of
the requisite 30 Trading Day or 10 Trading Day period, as set forth above, then,
and in each such case, the Current Market Price shall be properly adjusted to
take into account ex-dividend trading.  The closing price for each day
shall be the last sale price, regular way, or, in case no such sale takes place
on such day, the average of the closing bid and asked prices, regular way, in
either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the Nasdaq
or, if the shares of Common Stock are not listed or admitted to trading on the
Nasdaq, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the shares of Common Stock are listed or admitted to trading or, if the
shares of Common Stock are not listed or admitted to trading on any national
securities exchange, the last quoted sale price or, if not so quoted, the
average of the high bid and low asked prices in the over-the-counter market, as
reported by the National Association of Securities Dealers, Inc., Automated
Quotations System or such other system then in use, or, if on any such date the
shares of Common Stock are not quoted by any such organization, the average of
the closing bid and asked prices as furnished by a professional market maker
making a market in the Common Stock selected by the Board of Directors of the
Company.  If on any such date no market maker is making a market in
the Common Stock, the fair value of such shares on such date as determined in
good faith by the Board of Directors of the Company shall be
used.  The term “Trading Day” shall mean a day on which the principal
national securities exchange on which the shares of Common Stock are listed or
admitted to trading is open for the transaction of business or, if the shares of
Common Stock are not listed or admitted to trading on any national securities
exchange, a Business Day.  If the Common Stock is not publicly held or
not so listed or traded, “Current Market Price” per share shall mean the fair
value per share as determined in good faith by the Board of Directors of the
Company whose determination shall be described in a statement filed with the
Rights Agent and shall be conclusive for all purposes.

    


    (ii)           For
the purpose of any computation hereunder, the “current market price” per share
(or one one-hundredth of a share) of Preferred Stock shall be determined in the
same manner as set forth above for the Common Stock in clause (i) of this
Section 11(d) (other than the last sentence thereof). If the current market
price per share (or one one-hundredth of a share) of Preferred Stock cannot be
determined in the manner provided above or if the Preferred Stock is not
publicly held or listed or traded in a manner described in clause (i) of this
Section 11(d), the “current market price” per share of Preferred Stock shall be
conclusively deemed to be an amount equal to 100 (as such number may be
appropriately adjusted for such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock occurring after the date of
this Agreement) multiplied by the Current Market Price per share of the Common
Stock and the “current market price” per one one-hundredth of a share of
Preferred Stock shall be equal to the Current Market Price per share of the
Common Stock (as appropriately adjusted).  If neither the Common Stock
nor the Preferred stock is publicly held or so listed or traded, “current market
price” per share of the Preferred Stock shall mean the fair value per share as
determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent and
shall be conclusive for all purposes.

    


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

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


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

    


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

    


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

    


    (i)           The
Company may elect on or after the date of any adjustment of the Purchase Price
or any adjustment to the number of shares of Preferred Stock for which a Right
may be exercised, to adjust the number of Rights, in lieu of any adjustment in
the number of shares of Preferred Stock purchasable upon the exercise of a
Right.  Each of the Rights outstanding after the adjustment in the
number of Rights shall be exercisable for the number of fractional or whole
shares 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 date thereafter, but, if the Right Certificates have been
issued, shall be at least 10 days later than the date of the public
announcement.  If Right Certificates have been issued, upon each
adjustment of the number of Rights pursuant to this Section 11(i), the Company
shall, as promptly as practicable, cause to be distributed to holders of record
of Right Certificates on such record date Right Certificates evidencing, subject
to Section 14 hereof, the additional Rights to which such holders shall be
entitled as a result of such adjustment, or, at the option of the Company, shall
cause to be distributed to such holders of record in substitution and
replacement for the Right Certificates held by such holders prior to the date of
adjustment, and upon surrender thereof, if required by the Company, new Right
Certificates evidencing all the Rights to which such holders shall be entitled
after such adjustment.  Right Certificates 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 Right Certificates on the
record date specified in the public announcement.

    


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

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


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

    


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

    


    (m)           Anything
in this Section 11 to the contrary notwithstanding, the Company shall be
entitled to make such reductions in the Purchase Price, in addition to those
adjustments expressly required by this Section 11, as and to the extent that in
their good faith judgment the Board of Directors of the Company shall determine
to be advisable in order that any (i) consolidation or subdivision of the
Preferred Stock, (ii) issuance for cash of any shares of Preferred Stock at less
than the current market price, (iii) issuance for cash of shares of Preferred
Stock or securities which by their terms are convertible into or exchangeable
for shares of Preferred Stock, (iv) stock dividends or (v) issuance of rights,
options or warrants referred to in this Section 11, hereafter made by the
Company to holders of its Preferred Stock shall not be taxable to such
shareowners.

    


    (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), (ii) merge with or into any other Person (other than
a Subsidiary of the Company) or (iii) sell or transfer (or permit any Subsidiary
to sell or transfer), in one transaction or a series of related transactions,
assets or earning power aggregating more than 50% of the assets or earning power
of the Company and its Subsidiaries (taken as a whole) to, any other Person or
Persons (other than the Company and/or any of its Subsidiaries), if (x) at the
time of or immediately after such consolidation, merger or sale there are any
rights, warrants or other instruments or securities outstanding or agreements in
effect which would substantially diminish or otherwise eliminate the benefits
intended to be afforded by the Rights, (y) prior to, simultaneously with or
immediately after such consolidation, merger or sale, the shareowners of the
Person who constitutes, or would constitute, the “Principal Party” for purposes
of Section 13(a) hereof shall have received a distribution of Rights previously
owned by such Person or any of its Affiliates and Associates or (z) the form or
nature of organization of the Principal Party would preclude or limit the
exercisability of the Rights.  The Company shall not consummate any
such consolidation, merger, sale or transfer unless prior thereto the Company
and such other Person shall have executed and delivered to the Rights Agent a
supplemental agreement evidencing compliance with this Section
11(n).

    


    (o)           The
Company covenants and agrees that, after the Distribution Date, it will not,
except as permitted by Section 23 or Section 26 hereof, take (or permit any
Subsidiary to take) any action if at the time such action is taken it is
reasonably foreseeable that such action will diminish substantially or 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 Record Date and prior to the Distribution Date (i)
declare a dividend on the outstanding shares of Common Stock payable in shares
of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii)
combine the outstanding shares of Common Stock into a smaller number of shares,
the number of Rights associated with each share of Common Stock then
outstanding, or issued or delivered thereafter but prior to the Distribution
Date, shall be proportionately adjusted so that the number of Rights thereafter
associated with each share of Common Stock following any such event shall equal
the result obtained by multiplying the number of Rights associated with each
share of Common Stock immediately prior to such event by a fraction the
numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to the occurrence of the event and the denominator
of which shall be the total number of shares of Common Stock outstanding
immediately following the occurrence of such event.

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    SECTION
12.  CERTIFICATION OF ADJUSTMENTS.  Whenever an adjustment
is made as provided in Sections 11 and 13 hereof, the Company shall (a) promptly
prepare a certificate setting forth such adjustment and a brief statement of the
facts giving rise to such adjustment, (b) promptly file with the Rights Agent
and with each transfer agent for the Common Stock a copy of such certificate and
(c) mail a brief summary thereof to each holder of record of a Right Certificate
(or, if prior to the Distribution Date, to each holder of record of a
certificate representing shares of Common Stock) in accordance with Section 25
hereof.  Notwithstanding the foregoing sentence, the failure of the
Company to give such notice shall not affect the validity of or the force or
effect of or the requirement for such adjustment.  The Rights Agent
shall be fully protected in relying on any certificate prepared by the Company
pursuant to Sections 11 and 13 and on any adjustment therein
contained.  Any adjustment to be made pursuant to Sections 11 and 13
of this Rights Agreement shall be effective as of the date of the event giving
rise to such adjustment.

    


    SECTION 13.  CONSOLIDATION,
MERGER OR SALE OR TRANSFER OF ASSETS OR EARNING POWER.

    


    (a)           In
the event that, at any time on or after the Stock Acquisition Date, directly or
indirectly, (i) the Company shall consolidate with, or merge with and into, any
other Person or Persons (other than a Subsidiary of the Company in a transaction
that complies with Section 11(o) hereof) and the Company shall not be the
surviving or continuing corporation of such consolidation or merger or (ii) any
Person or Persons (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, and the Company shall be the continuing or surviving
corporation of such consolidation or merger and, in connection with such
consolidation or merger, all or part of the outstanding shares of Common Stock
of the Company shall be changed into or exchanged for stock or other securities
of any other Person or of the Company or cash or any other property or (iii) the
Company or one or more of its Subsidiaries shall sell or otherwise transfer to
any other Person (other than a Subsidiary of the Company in a transaction that
complies with Section 11(o) hereof) or any Affiliate or Associate of such
Person, in one or more transactions, or the Company or one or more of its
Subsidiaries shall sell or otherwise transfer to any Person (other than a
Subsidiary of the Company in a transaction that complies with Section 11(o)
hereof) in one or a series of related transactions, assets or earning power
aggregating more than 50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole), then, on the first occurrence of any such
event, proper provision shall be made so that (A) each holder of record of a
Right (except as otherwise provided in the last three sentences of Section
11(a)(ii) hereof) shall thereafter have the right to receive, upon the exercise
thereof and payment of the then current Purchase Price in accordance with the
terms of this Rights Agreement, in lieu of Preferred Stock, such number of
shares of validly issued, fully paid and nonassessable and freely tradable
Common Stock of the Principal Party (as defined herein) not subject to any
liens, encumbrances, rights of first refusal or other adverse claims, as shall
be equal to the result obtained by (1) multiplying the then current Purchase
Price by the number of one one-hundredths of a share of Preferred Stock for
which a Right was exercisable immediately prior to the first occurrence of a
Section 13 Event (or, if a Section 11(a)(ii) Event hereof has occurred prior to
the first occurrence of a Section 13 Event, multiplying the Purchase Price in
effect immediately prior to the first occurrence of a Section 11(a)(ii) Event by
the number of one one-hundredths of a share of Preferred Stock for which a right
was exercisable immediately prior to such first occurrence of a Section
11(a)(ii) Event) and (2) dividing that product (such product, following the
first occurrence of a Section 13 Event, shall be referred to as the “Purchase
Price” for all purposes of this Agreement) by 50% of the Current Market Price
(determined as provided in Section 11(d) hereof) per share of the Common Stock
of such Principal Party on the date of consummation of such Section 13 Event (or
the fair market value on such date of other securities or property of the
Principal Party, as provided for herein); PROVIDED that the Purchase Price and
the number of shares of Common Stock of such Principal Party issuable upon
exercise of each Right shall be further adjusted as provided in this Agreement
to reflect any events occurring after the date of the first occurrence of a
Section 13 Event; (B) such Principal Party shall thereafter be liable for, and
shall assume, by virtue of such Section 13 Event, all the obligations and duties
of the Company pursuant to this Rights Agreement; (C) the term “Company” for all
purposes of this Rights Agreement shall thereafter be deemed to refer to such
Principal Party, it being specifically intended that the provisions of Section
11 hereof shall only apply to such Principal Party following the first
occurrence of a Section 13 Event; and (D) such Principal Party shall take such
steps (including, but not limited to, the reservation of a sufficient number of
shares of its Common Stock in accordance with Section 9 hereof) in connection
with the consummation of any such transaction as may be necessary to assure that
the provisions hereof shall thereafter be applicable, as nearly as reasonably
may be, in relation to its shares of Common Stock thereafter deliverable upon
the exercise of the Rights; PROVIDED, HOWEVER, that, upon the subsequent
occurrence of any merger, consolidation, sale of all or substantially all
assets, recapitalization, reclassification of shares, reorganization or other
extraordinary transaction in respect of such Principal Party, each holder of a
Right shall thereupon be entitled to receive, upon exercise of a Right and
payment of the Purchase Price, such cash, shares, rights, warrants and other
property which such holder would have been entitled to receive had he or she, at
the time of such transaction, owned the shares of Common Stock of the Principal
Party purchasable upon the exercise of a Right, and such Principal Party shall
take such steps (including, but not limited to, reservation of shares of stock)
as may be necessary to permit the subsequent exercise of the Rights in
accordance with the terms hereof for such cash, shares, rights, warrants and
other property.

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    


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

    


    (ii)           in
the case of any transaction described in (iii) of the first sentence in Section
13(a) hereof, the Person that is the party receiving the greatest portion of the
assets or earning power transferred pursuant to such transaction or transactions
or, if each Person that is a party to such transaction or transactions receives
the same portion of the assets or earning power so transferred or if the Person
receiving the greatest portion of the assets or earning power cannot be
determined, whichever of such Persons as is the issuer of Common Stock having
the greatest market value of shares outstanding;

    


    PROVIDED,
HOWEVER, that in any such case described in the foregoing (b)(i) or (b)(ii), if
the Common Stock of such Person is not at such time and has not been
continuously over the preceding 12-month period registered under Section 12 of
the Exchange Act, and (1) such Person is a direct or indirect Subsidiary of
another Person the Common Stock of which is and has been so registered, the term
“Principal Party” shall refer to such other Person, (2) if such Person is a
Subsidiary, directly or indirectly, or more than one Person, the Common Stocks
of two or more of which are and have been so registered, the term “Principal
Party” shall refer to whichever of such Persons is the issuer of the Common
Stock having the greatest market value of shares outstanding and (3) in case
such Person is owned, directly or indirectly, by a joint venture formed by two
or more Persons that are not owned, directly or indirectly, by the same Person,
the rules set forth in (1) and (2) above shall apply to each of the chains of
ownership having an interest in such joint venture as if such Person were a
“Subsidiary” of both or all of such joint venturers and the Principal Parties in
each such chain shall bear the obligations set forth in this Section 13 in the
same ratio as their direct or indirect interests in such Person bear to the
total of such interests.

    


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

    


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

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    


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

    


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

    


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

    


    In the
event that any of the transactions described in Section 13(a) hereof shall occur
at any time after the occurrence of a transaction described in Section 11(a)(ii)
hereof, the Rights shall thereafter continue to be exercisable in the manner
described in Section 13(a).  The provisions of this Section 13 shall
similarly apply to all successive Section 13 Events.

    


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

    


    (e)           Notwithstanding
anything in this Agreement to the contrary, Section 13 shall not be applicable
to a transaction described in subparagraphs (i) and (ii) of Section 13(a) if:
(i) such transaction is consummated with a Person or Persons who acquired shares
of Common Stock pursuant to a Permitted Offer (or a wholly owned subsidiary of
any such Person or Persons); (ii) the price per share of Common Stock offered in
such transaction is not less than the price per share of Common Stock paid to
all holders of Common Stock whose shares were purchased pursuant to such
Permitted Offer; and (iii) the form of consideration being offered to the
remaining holders of Common Stock pursuant to such transaction is the same as
the form of consideration paid pursuant to such Permitted Offer.  Upon
consummation of any such transaction contemplated by this Section 13(e), all
Rights hereunder shall expire.

    


    SECTION
14.  FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

    


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

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    (b)           The
Company shall not be required to issue fractions of shares of Preferred Stock
(or other securities, as the case may be) upon exercise of the Rights or to
distribute certificates which evidence fractional shares. Fractions of shares of
Preferred Stock in integral multiples of one one-hundredth of a share of
Preferred Stock may, at the election of the Company, be evidenced by depositary
receipts, pursuant to an appropriate agreement between the Company and a
depositary 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 shares of
Preferred Stock represented by such depositary receipts.  In lieu of
issuing fractions of shares of Preferred Stock (or other securities, as the case
may be), there may be paid to the holders of record of Right Certificates at the
time such Right Certificates are exercised as herein provided an amount in cash
equal to the same fraction of the then current market value of a share of
Preferred Stock (or other securities, as the case may be).  For
purposes of this Section 14(b), the then current market value of a share of
Preferred Stock (or other securities, as the case may be) shall be the current
market price thereof as determined pursuant to Section 11(d)
hereof.

    


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

    


    SECTION
15.  RIGHTS OF ACTION.  All rights of action in respect of
this Agreement, except those rights of action vested in the Rights Agent
pursuant to Section 18 and 20 hereof, are vested in the respective holders of
record of the Right Certificates (and, prior to the Distribution Date, the
holders of record of the Common Stock); and any holder of record of any Right
Certificate (or, prior to the Distribution Date, of the Common Stock), without
the consent of the Rights Agent or of the holder of any other Right Certificate
(or, prior to the Distribution Date, of the Common Stock), may, in his or her
own behalf and for his or her own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company or any other Person
to enforce, or otherwise act in respect of, such holder’s right to exercise the
Rights evidenced by such Right Certificate in the manner provided in such Right
Certificate and in this Agreement.  Without limiting the foregoing or
any remedies available to the holders of Rights, it is specifically acknowledged
that the holders of rights would not have an adequate remedy at law for any
breach of this Agreement and, accordingly, that they will be entitled to
specific performance of the obligations under, and injunctive relief against
actual or threatened violations of, the obligations of any Person subject to
this Agreement.

    


    SECTION
16.  AGREEMENT OF RIGHT HOLDERS.  Every holder of a Right by
accepting the same consents and agrees with the Company and the Rights Agent and
with every other holder of a Right that:

    


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

    


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

    


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

    


    (d)           notwithstanding
anything in this Agreement to the contrary, neither the Company, its directors,
officers, employees and agents, 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.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    SECTION
17.  RIGHT CERTIFICATE HOLDER NOT DEEMED A SHAREOWNER.

    


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

    


    SECTION
18.  CONCERNING THE RIGHTS AGENT.

    


    (a)           The
Company agrees to pay to the Rights Agent reasonable compensation for all
services rendered by it hereunder and, from time to time, on demand of the
Rights Agent, its reasonable expenses and counsel fees and other disbursements
incurred in the administration and execution of this Rights Agreement and the
exercise and performance of its duties hereunder.  The Company also
agrees to indemnify the Rights Agent for, and to hold it harmless against, any
loss, liability or expense incurred without negligence, bad faith or willful
misconduct, or breach of this Rights Agreement on the part of the Rights Agent
for anything done or omitted to be done by the Rights Agent in connection with
the acceptance and administration of this Rights Agreement, including the cost
and expenses of defending against any claim of liability in the
premises.

    


    (b)           The
Rights Agent shall be protected and shall incur no liability for or in respect
of any action taken, suffered or omitted by it in connection with its
administration of this Rights Agreement in reliance upon any Right Certificate,
certificate for Common Stock or Preferred Stock or other securities of the
Company, instrument of assignment or transfer, power of attorney, endorsement,
affidavit, letter, notice, direction, consent, certificate, statement or other
paper or document reasonably believed by it to be genuine and to be signed,
executed and, where necessary, guaranteed, verified or acknowledged, by the
proper person or persons.

    


    SECTION
19.  MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS
AGENT.

    


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

    


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

    


    SECTION
20.  DUTIES OF RIGHTS AGENT.  The Rights Agent undertakes
the duties and obligations imposed by this Rights Agreement upon the following
terms and conditions, by all of which the Company and the holders of Right
Certificates, by their acceptance thereof, shall be bound.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

    


    (a)           The
Rights Agent may consult with legal counsel (who may be legal counsel for 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 to be taken by it in good faith and in accordance with such
opinion.

    


    (b)           Whenever
in the performance of its duties under this Rights Agreement the Rights Agent
shall deem it necessary or desirable that any fact or matter 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 signed by the Chairman, the President, any Vice President or
the Treasurer and by the Secretary or any Assistant Secretary of the Company and
delivered to the Rights Agent; and such certificate shall be full authorization
to the Rights Agent for any action taken or suffered in good faith by it under
the provisions of this Rights Agreement in reliance upon such
certificate.

    


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

    


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

    


    (e)           The
Rights Agent shall not be under any responsibility in respect of the validity of
this Rights Agreement or the execution and delivery hereof (except the due
execution hereof by the Rights Agent) or in respect of the validity or execution
of any Right Certificates (except its countersignature thereof); nor shall it be
responsible for any breach by the Company of any covenant or condition contained
in this Rights Agreement or in any Right Certificate; nor shall it be
responsible for any adjustment required under the provisions of Section 11 or 13
hereof or responsible for the manner, method or amount of any such adjustment or
the ascertaining of the existence of facts that would require any such
adjustment (except with respect to the exercise of Rights evidenced by Right
Certificates after actual notice of any such adjustment); nor shall it by any
act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Common Stock to be issued pursuant
to this Rights Agreement or any Right Certificate or as to whether any shares of
Preferred Stock (or other securities, as the case may be) 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 Rights Agreement.

    


    (g)           The
Rights Agent is hereby authorized and directed to accept instructions with
respect to the performance of its duties hereunder from the Chairman, the
President, any Vice President, the Secretary or any Assistant Secretary, or the
Treasurer or any Assistant Treasurer of the Company, and to apply to such
officers for advice or instructions in connection with its duties, and 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.

    


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

    


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


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

    


    SECTION
21.  CHANGE OF RIGHTS AGENT.  The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Rights Agreement upon 30 days” notice in writing mailed to the Company and to
each transfer agent of the Common Stock by registered or certified mail, and to
the holders of record of the Right Certificates by mail.  The Company
may remove the Rights Agent or any successor Rights Agent (with or without
cause) upon 30 days” notice in writing, mailed to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the Common Stock
by registered or certified mail, and to the holders of record of the Right
Certificates by 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.  Notwithstanding the foregoing
provisions of this Section 21, in no event shall the resignation or removal of a
Rights Agent be effective until a successor Rights Agent shall have been
appointed and have accepted such appointment.  If the Company shall
fail to make such appointment within a period of 30 days after such removal or
after it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of record of a Right
Certificate (who shall, with such notice, submit such holder’s Right Certificate
for inspection by the Company), then the incumbent Rights Agent or the holder of
record of any Right Certificate may apply to any court of competent jurisdiction
for the appointment of a new Rights Agent.  Any successor Rights
Agent, whether appointed by the Company or by such a court, shall be (a) a
corporation organized and doing business under the laws of the United States or
any State thereof, in good standing, which is authorized under such laws to
exercise corporate trust or stock transfer powers and is subject to supervision
or examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least
$50,000,000 or (b) an Affiliate controlled by a corporation described in clause
(a) of this sentence.  After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Rights Agent without further act or deed; but
the predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the
purpose.  Not later than the effective date of any such appointment
the Company shall file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Common Stock, and mail a notice thereof in
writing to the registered holders of the Right Certificates.  Failure
to give any notice provided for in this Section 21, however, or any defect
therein, shall not affect the legality or validity of the resignation or removal
of the Rights Agent or the appointment of the successor Rights Agent, as the
case may be.

    


    SECTION
22.  ISSUANCE OF NEW RIGHT CERTIFICATES.  Notwithstanding
any of the provisions of this Rights Agreement or of the Rights to the contrary,
the Company may, at its option, issue new Right Certificates evidencing Rights
in such form as may be approved by its Board of Directors to reflect any
adjustment or change in the Purchase Price and the number or kind or class of
shares of stock or other securities or property purchasable under the Right
Certificates made in accordance with the provisions of this Rights Agreement. In
addition, in connection with the issuance or sale of shares of Common Stock
following the Distribution Date and prior to the Expiration Date, the Company
(a) shall, with respect to shares of Common Stock so issued or sold pursuant to
the exercise of stock options or under any employee plan or arrangement, or upon
the exercise, conversion or exchange of securities hereinafter issued by the
Company, and (b) may, in any other case, if deemed necessary or appropriate by
the Board of Directors of the Company, issue Right Certificates representing the
appropriate number of Rights in connection with such issuance or sale; PROVIDED,
HOWEVER, that (i) no such Right Certificate shall be issued if, and to the
extent that, the Company shall be advised by counsel that such issuance would
create a significant risk of material adverse tax consequences to the Company or
the Person to whom such Right Certificate would be issued, and (ii) no such
Right Certificate shall be issued, if, and to the extent that, appropriate
adjustment shall otherwise have been made in lieu of the issuance
thereof.

    


    SECTION
23.  REDEMPTION.

    


    (a)           The
Board of Directors of the Company may, at its option, at any time prior to the
earlier of (x) the close of business on the tenth day following the Stock
Acquisition Date (which date may be extended to the extent permitted by Section
26 hereof), (y) the close of business on the Final Expiration Date or (z) the
date the Rights are exchanged pursuant to Section 28 hereof, cause the Company
to redeem all but not less than all the then outstanding Rights at a redemption
price of $0.01 per Right, as such amount may be appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring after
the date hereof (such redemption price being hereinafter referred to as the
“Redemption Price”).  The Company may, at its option, pay the
Redemption Price in cash, shares of Common Stock (based on the “Current Market
Price,” as defined in Section 11(d)(i) hereof, of the shares of Common Stock at
the time of redemption) or any other form of consideration deemed appropriate by
the Board of Directors.  Notwithstanding anything contained in this
Agreement to the contrary, the Rights shall not be exercisable after the first
occurrence of a Section 11(a)(ii) Event until such time as the Company’s right
of redemption under this Section 23(a) has expired.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

    


    (b)           In
the case of a redemption under Section 23(a), immediately upon the action of the
Board of Directors of the Company ordering the redemption 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 will
terminate and the only right thereafter of the holders of Rights shall be to
receive the Redemption Price, without any interest thereon. Within ten days
after the action of the Board of Directors ordering any such redemption of the
Rights, the Company shall give notice of such redemption of the Rights to the
Rights Agent and the holders of the then outstanding Rights by mailing such
notice to the Rights Agent and 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, whether or not the holder receives the notice. Each such notice
of redemption will state the method by which the payment of the Redemption Price
will be made.

    


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

    


    SECTION
24.      NOTICE OF PROPOSED ACTIONS.

    


    (a)           In
case the Company, after the earlier of the Distribution Date or the Stock
Acquisition Date, shall propose (i) to pay any dividend to the holders of record
of its Preferred Stock payable in stock of any class or to make any other
distribution to the holders of record of its Preferred Stock (other than a
regular periodic cash dividend), or (ii) to offer to the holders of record of
its Preferred Stock options, warrants, or other rights to subscribe for or to
purchase shares of Preferred Stock (including any security convertible into or
exchangeable for Preferred Stock) or shares of stock of any class or any other
securities, options, warrants, convertible or exchangeable securities or other
rights, or (iii) to effect any reclassification of its Preferred Stock or any
recapitalization or reorganization of the Company, or (iv) to effect any
consolidation or merger with or into, or to effect any sale or other transfer
(or to permit one or more of its Subsidiaries to effect any sale or other
transfer), in one or more transactions, of more than 50% of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to, any
other Person or Persons, or (v) to effect the liquidation, dissolution or
winding up of the Company, then, in each such case, the Company shall give to
each holder of record of a Right Certificate, in accordance with Section 25
hereof, notice of such proposed action, which shall specify the record date for
the purposes of such dividend or distribution, or the date on which such
reclassification, recapitalization, reorganization, consolidation, merger, sale
or transfer of assets, liquidation, dissolution, or winding up is to take place
and the record date for determining participation therein by the holders of
record of Preferred Stock or Common Stock, as the case may be, if any such date
is to be fixed, and such notice shall be so given in the case of any action
covered by clause (i) or (ii) above at least 10 days prior to the record date
for determining holders of record of the Preferred Stock for purposes of such
action, and in the case of any such other action, at least 10 days prior to the
date of the taking of such proposed action or the date of participation therein
by the holders of record of Preferred Stock or Common Stock, as the case may be,
whichever shall be the earlier.  The failure to give notice required
by this Section 24 or any defect therein shall not affect the legality or
validity of the action taken by the Company or the vote upon any such
action.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    (b)           In
case any of the events referred to in Section 11(a)(ii) occur or any of the
transactions referred to in Section 13 of this Rights Agreement are proposed,
then, in any such case, the Company shall give to each holder of Rights, in
accordance with Section 25 hereof, notice of the occurrence of such event or
proposal of such transaction as promptly as practicable which notice shall
specify the proposed event and the consequences of the event to holders of
Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and,
upon consummating such transaction, shall similarly give notice thereof to each
holder of Rights.

    


    SECTION
25.  NOTICES.  Notices or demands authorized by this Rights
Agreement to be given or made by the Rights Agent or by the holder of record of
any Right Certificate or Right to or on behalf of 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:

    


    BANCFIRST
CORPORATION

    101 North
Broadway

    Oklahoma
City, Oklahoma  73102

    Attention:  Treasurer

    


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

    


    BancFirst

    101 N. Broadway

    Oklahoma City, Oklahoma
73102

    Attention:  Trust
Department

    


    Notices
or demands authorized by this Rights Agreement to be given or made by the
Company or the Rights Agent to the holder of record of any Right Certificate or
Right shall be sufficiently given or made if sent by mail, postage prepaid,
addressed to such holder at the address of such holder as it appears upon the
registry books of the Rights Agent or, prior to the Distribution Date, on the
registry books of the Transfer Agent.

    


    SECTION
26.  SUPPLEMENTS AND AMENDMENTS.  Prior to the Distribution
Date and subject to the penultimate sentence of this Section 26, the Company and
the Rights Agent shall, if the Company so directs, supplement or amend any
provision of this Agreement without the approval of any holders of Rights or
certificates representing shares of Common Stock.  From and after the
Distribution Date and subject to the penultimate sentence of this Section 26,
the Company and the Rights Agent shall, if the Company so directs, supplement or
amend this Agreement without the approval of any holders of Right Certificates
in order (i) to cure any ambiguity, (ii) to correct or supplement any provision
contained herein which may be defective or inconsistent with any other
provisions herein, (iii) to shorten or lengthen any time period hereunder, or
(iv) to change or supplement the provisions hereunder in any manner which the
Company may deem necessary or desirable and which shall not adversely affect the
interests of the holders of Right Certificates (other than an Acquiring Person
or an Affiliate or Associate of an Acquiring Person); PROVIDED, this Agreement
may not be supplemented or amended to lengthen, pursuant to clause (iii) of this
sentence, a time period relating to when the Rights may be redeemed at such time
as the Rights are not then redeemable. Upon the delivery of a certificate from
an appropriate officer of the Company which states that the proposed supplement
or amendment is in compliance with the terms of this Section 26, the Rights
Agent shall execute such supplement or amendment.  Notwithstanding
anything contained in this Agreement to the contrary, no supplement or amendment
shall be made which changes the Redemption Price, the Final Expiration Date, the
Purchase Price or the number of one one-hundredths of a share of Preferred Stock
for which a Right is exercisable, unless such supplement or amendment is not
made after the occurrence of a Triggering Event and such supplement or amendment
does not adversely affect the interests of the holders of Right Certificates
(other than an Acquiring Person or an Affiliate or Associate of an Acquiring
Person).  Prior to the Distribution Date, the interests of the holders
of Rights shall be deemed coincident with the interests of the holders of Common
Stock.

    


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


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

    


    SECTION
28.  EXCHANGE.

    


    (a)           The
Board of Directors of the Company may, at its option, at any time after any
Person becomes an Acquiring Person, exchange all or part of the then outstanding
Rights (which shall not include Rights that have become void pursuant to the
provisions of Section 11(a)(ii) hereof) for shares of Common Stock at an
exchange ratio of one share of Common Stock per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring after
the date hereof (such exchange ratio being hereinafter referred to as the
“Exchange Ratio”).  Notwithstanding the foregoing, the Board of
Directors shall not be empowered to effect such exchange at any time after any
Person (other than an Exempt Person), with all Affiliates and Associates of such
Person, becomes the Beneficial Owner of 50% or more of the Voting Power of the
Company.

    


    (b)           Immediately
upon the action of the Board of Directors of the Company ordering the exchange
of any Rights pursuant to Section 28(a) hereof 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, or if prior to the
Distribution Date, on the registry books of the Transfer Agent for the Common
Stock.  Any notice which is mailed in the manner herein provided shall
be deemed given, whether or not the holder receives the notice.  Each
such notice of exchange will state the method by which the exchange of the
shares of Common Stock for Rights will be effected and, in the event of any
partial exchange, the number of Rights which will be exchanged.  Any
partial exchange shall be effected pro rata based on the number of Rights (other
than Rights which have become void pursuant to the provisions of Section
11(a)(ii) hereof) held by each holder of Rights.

    


    (c)           In
any exchange pursuant to this Section 28, the Company, at its option, may
substitute Preferred Stock (or Equivalent Preferred Stock, as such term is
defined in Section 11(b) hereof) for shares of Common Stock exchangeable for
Rights, at the initial rate of one one-hundredth of a share of Preferred Stock
(or Equivalent Preferred Stock) for each share of Common Stock.

    


    (d)           In
the event that there shall not be sufficient shares of Common Stock issued but
not outstanding or authorized but unissued to permit any exchange of Rights as
contemplated in accordance with this Section 28, the Company shall take all such
action as may be necessary to authorize additional shares of Common Stock for
issuance upon exchange of the Rights.

    


    (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, there shall
be paid to the registered holders of the Right Certificates with regard to which
such fractional shares of Common Stock would otherwise be issuable, an amount in
cash equal to the same fraction of the current market value of a whole share of
Common Stock.  For the purposes of this Section 28(e), the current
market value of a whole share of Common Stock shall be the closing price of a
share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) for
the Trading Day immediately prior to the date of exchange pursuant to this
Section 28.

    


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

    


    SECTION
30.  OKLAHOMA CONTRACT.  This Rights Agreement and each
Right Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of Oklahoma and for all purposes shall be governed by and
construed in accordance with the laws of such state applicable to contracts to
be made and performed entirely within such state.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

    


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

    


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

    


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

    


    SECTION
34.  DETERMINATION AND ACTIONS BY THE BOARD OF DIRECTORS,
ETC.  For all purposes of this Agreement, any calculation of the
number of shares of Common Stock outstanding at any particular time, including
for purposes of determining the particular percentage of such outstanding shares
of Common Stock or any other securities of which any Person is the Beneficial
Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i)
of the General Rules and Regulations under the Exchange Act as in effect on the
date of this Agreement.  The Board of Directors of the Company shall
have the exclusive power and authority to administer this Agreement and to
exercise all rights and powers specifically granted to the Board, or the
Company, or as may be necessary or advisable in the administration of this
Agreement, including, without limitation, the right and power to (i) interpret
the provisions of this Agreement, and (ii) make all determinations deemed
necessary or advisable for the administration of this Agreement (including a
determination to redeem or not redeem the Rights or to amend the
Agreement).  All such actions, calculations, interpretations and
determinations (including, for purposes of clause (y) below, all omissions with
respect to the foregoing) which are done or made by the Board in good faith,
shall (x) be final, conclusive and binding on the Company, the Rights Agent, the
holders of the Right Certificates and all other parties, and (y) not subject the
Board to any liability to the holders of the Right Certificate.

     

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

     

    
      
        
          
            
              
                
                  
                    	
                            Attest:

                          	 
      	
                            BANCFIRST
      CORPORATION

                          
	 
      	 
      	 
      	 
      	 
      
	
                            By:

                          	/s/
      Sam D. Ott	 
      	
                            By:

                          	/s/
      David E. Rainbolt
	 
      	 
      	 
      	 
      	 
      
	
                            Attest:

                          	 
      	
                            BANCFIRST

                          
	 
      	 
      	 
      	 
      	 
      
	
                            By:

                          	/s/
      Brenda K. Reeder	 
      	
                            By:

                          	/s/
      Martha
Ober


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    CERTIFICATE
OF THE VOTING POWERS, DESIGNATION, PREFERENCES, PARTICIPATING, OPTIONAL OR OTHER
SPECIAL RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF,
WHICH HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OF INCORPORATION OR IN ANY
AMENDMENT THERETO OF THE SERIES A PREFERRED STOCK (Par Value $.01 Per
Share)

    


    OF

    


    BANCFIRST
CORPORATION

    


    Pursuant to Section 1032 of the General
Corporation Law of the State of Oklahoma, the undersigned hereby certifies that
the following resolution was adopted by the Board of Directors of BancFirst
Corporation, an Oklahoma corporation (the “Company”), on February 25,
1999:

    


    RESOLVED,
that pursuant to authority conferred on the Board of Directors of the Company by
its Certificate of Incorporation, a series of Preferred Stock, par value $.01
per share, is created and the designation and amount thereof and the voting
powers, preferences and relative, participating, optional or 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 “Series A Preferred Stock” and the number of shares constituting
such series shall be 200,000.  Shares of Series A Preferred Stock
shall have a par value of $.01 per share.

    


    SECTION
2.  DIVIDENDS AND DISTRIBUTIONS.

    


    (A)           Subject
to the possible prior and superior rights of the holders of any shares of
preferred stock of the Company ranking prior and superior to the shares of
Series A Preferred Stock with respect to dividends, each holder of Series A
Preferred Stock shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for that purpose: (i)
quarterly dividends payable in cash on January 15, April 15, July 15 and October
15 in each year (each such date being a “Quarterly Dividend Payment Date”),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of such share of Series A Preferred Stock, in an amount per share (rounded to
the nearest cent) equal to the greater of (a) $5.00 or (b) subject to the
provision for adjustment hereinafter set forth, 100 times the aggregate per
share amount of all cash dividends declared on shares of the Common Stock of the
Company, par value $1.00 per share (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 a share of Series A
Preferred Stock, and (ii) subject to the provision for adjustment hereinafter
set forth, quarterly distributions (payable in kind) on each Quarterly Dividend
Payment Date in an amount per share equal to 100 times the aggregate per share
amount of all non-cash dividends or other distributions (other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of
Common Stock, by reclassification or otherwise) declared on shares of 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 a share of Series A Preferred Stock.  If the Quarterly Dividend
Payment Date is a Saturday, Sunday or legal holiday, then such Quarterly
Dividend Payment Date shall be the first immediately preceding calendar day
which is not a Saturday, Sunday or legal holiday.  In the event that
the Company shall at any time after February 25, 1999 (the “Rights Declaration
Date”) (i) declare any dividend on outstanding shares of Common Stock payable in
shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or
(iii) combine outstanding shares of Common Stock into a smaller number of
shares, then in each such case, the amount to which the holder of a share of
Series A Preferred Stock was entitled immediately prior to such event pursuant
to the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which shall be the number of shares of Common Stock
that are outstanding immediately after such event, and the denominator of which
shall be the number of shares of Common Stock that were outstanding immediately
prior to such event.


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    

     

    (B)           The
Company shall declare a dividend or distribution on shares of Series A Preferred
Stock as provided in paragraph (A) above immediately after it declares a
dividend or distribution on the shares of Common Stock (other than a dividend
payable in shares of 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 and the next subsequent
Quarterly Dividend Payment Date, a dividend of $5.00 per share on the Series A
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

    


    (C)           Dividends
shall begin to accrue and shall be cumulative on each outstanding share of
Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding
the date of issuance of such share of Series A Preferred Stock, unless the date
of issuance of such share is prior to the record date for the first Quarterly
Dividend Payment Date, in which case, dividends on such share shall begin to
accrue from the date of issuance of such share, or unless the date of issuance
is a Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Series A Preferred 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 shares of Series A
Preferred Stock in an amount less than the aggregate amount of all such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all shares of Series A Preferred Stock at
the time outstanding.  The Board of Directors may fix a record date
for the determination of holders of shares of Series A Preferred 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.

    


    (D)           Dividends
payable on the Series A Preferred Stock for the initial dividend period and for
any period less than a full quarterly period, shall be computed on the basis of
a 360-day year of 30-day months.

    


    SECTION
3.  VOTING RIGHTS.  The holders of shares of Series A
Preferred Stock shall have the following voting rights:

    


    (A)           Each
share of Series A Preferred Stock shall entitle the holder thereof to one vote
on all matters submitted to a vote of the shareholders of the
Company.

    


    (B)           Except
as otherwise provided herein or by law, the holders of shares of Series A
Preferred Stock and the holders of shares of Common Stock shall vote together as
one class on all matters submitted to a vote of shareholders of the
Company.

    


    (C)           If
at the time of any annual meeting of shareholders for the election of directors
a “default in preference dividends” on the Series A Preferred Stock shall exist,
the holders of the Series A Preferred Stock shall have the right at such
meeting, voting together as a single class, to the exclusion of the holders of
Common Stock, to elect two (2) directors of the Company.  Such right
shall continue until there are no dividends in arrears upon the Series A
Preferred Stock.  Either or both of the two directors to be elected by
the holders of the Series A Preferred Stock may be to fill a vacancy or
vacancies created by an increase by the Board of Directors in the number of
directors constituting the Board of Directors.  Each director elected
by the holders of Preferred Stock (a “Preferred Director”) shall continue to
serve as such director for the full term for which he or she shall have been
elected, notwithstanding that prior to the end of such term a default in
preference dividends shall cease to exist.  Any Preferred Director may
be removed by, and shall not be removed except by, the vote of the holders of
record of the outstanding Series A Preferred Stock voting together as a single
class, at a meeting of the shareholders or of the holders of Preferred Stock
called for the purpose.  So long as a default in preference dividends
on the Series A Preferred Stock shall exist, (i) any vacancy in the office of a
Preferred Director may be filled (except as provided in the following clause
(ii)) by an instrument in writing signed by the remaining Preferred Director and
filed with the Company and (ii) in the case of the removal of any Preferred
Director, the vacancy may be filled by the vote of the holders of the
outstanding Series A Preferred Stock voting together as a single class, at the
same meeting at which such removal shall be voted.  Each director
appointed as aforesaid by the remaining Preferred Director shall be deemed, for
all purposes hereof, to be a Preferred Director.  For the purposes
hereof, a “default in preference dividends” on the Preferred Stock shall be
deemed to have occurred whenever the amount of accrued and unpaid dividends upon
the Series A Preferred Stock shall be equivalent to six (6) full quarterly
dividends or more, and having so occurred, such default shall be deemed to exist
thereafter until, but only until, all accrued dividends on all Series A
Preferred Stock then outstanding shall have been paid to the end of the last
preceding quarterly dividend period.  The provisions of this paragraph
(C) shall govern the election of Directors by holders of Series A Preferred
Stock during any default in preference dividends notwithstanding any provisions
of the Company’s Certificate of Incorporation to the contrary.


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    

    


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

    


    SECTION
4.  CERTAIN RESTRICTIONS.

    


    (A)         Until
all accrued and unpaid dividends and distributions, whether or not declared, on
outstanding shares of Series A Preferred Stock shall have been paid in full, the
Company 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 junior stock;

    


    (ii)         declare
or pay dividends on or make any other distributions on any shares of parity
stock, except dividends paid ratably on shares of Series A Preferred Stock and
shares of all such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of such Series A Preferred
Stock and all such shares are then entitled;

    


    (iii)        redeem
or purchase or otherwise acquire for consideration shares of any junior stock,
PROVIDED, HOWEVER, that the Company may at any time redeem, purchase or
otherwise acquire shares of any such junior stock in exchange for shares of any
other junior stock;

    


    (iv)        purchase
or otherwise acquire for consideration any shares of Series A Preferred Stock or
any shares of parity 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 such shares 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
Company shall not permit any subsidiary of the Company to purchase or otherwise
acquire for consideration any shares of stock of the Company unless the Company
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 A Preferred
Stock purchased or otherwise acquired by the Company 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 Preferred Stock and may be reissued as part of a new
series of Preferred Stock subject to the conditions and restrictions on issuance
set forth in the Certificate of Incorporation of the Company creating a series
of Preferred Stock or any similar shares or as otherwise required by
law.

    


    SECTION
6.  LIQUIDATION, DISSOLUTION OR WINDING UP.

    


    (A)           Upon
any voluntary or involuntary liquidation, dissolution or winding up of the
Company, no distributions shall be made (i) to the holders of shares of junior
stock unless the holders of Series A Preferred Stock shall have received,
subject to adjustment as hereinafter provided in paragraph (B), the greater of
either (a) $100.00 per share plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment, or (b) an amount per share equal to 100 times the aggregate per
share amount to be distributed to holders of shares of Common Stock or (ii) to
the holders of shares of parity stock, unless simultaneously therewith
distributions are made ratably on shares of Series A Preferred Stock and all
other shares of such parity stock in proportion to the total amounts to which
the holders of shares of Series A Preferred Stock are entitled under clause
(i)(a) of this Sentence and to which the holders of shares of such parity stock
are entitled, in each case, upon such liquidation, dissolution or winding
up.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    (B)           In
the event the Company shall at any time after the Rights Declaration Date (i)
declare any dividend on outstanding shares of Common Stock payable in shares of
Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii)
combine outstanding shares of Common Stock into a smaller number of shares, then
in each such case, the aggregate amount to which holders of Series A Preferred
Stock were entitled immediately prior to such event pursuant to clause (i)(b) of
paragraph (A) of this Section 6 shall be adjusted by multiplying such amount by
a fraction, the numerator of which shall be the number of shares of Commons
Stock that are outstanding immediately after such event, and the denominator of
which shall be the number of shares of Common Stock that were outstanding
immediately prior to such event.

    


    SECTION
7.  CONSOLIDATION, MERGER, ETC.  In case the Company shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or converted into other stock or
securities, cash and/or any other property, then in any such case, each share of
Series A Preferred Stock shall at the same time be similarly exchanged for or
converted into an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is converted or
exchanged.  In the event the Company shall at any time after the
Rights Declaration Date (i) declare any dividend on outstanding shares of Common
Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of
Common Stock, or (iii) combine outstanding shares of Common Stock into a smaller
number of shares, then in each such case, the amount set forth in the
immediately preceding sentence with respect to the exchange or conversion of
shares of Series A Preferred Stock shall be adjusted by multiplying such amount
by a fraction, the numerator of which shall be the number of shares of Common
Stock that are outstanding immediately after such event, and the denominator of
which shall be the number of shares of Common Stock that were outstanding
immediately prior to such event.

    


    SECTION
8.  REDEMPTION.  The shares of Series A Preferred Stock
shall not be redeemable.

    


    SECTION
9.  RANKING.  The shares of Series A Preferred Stock shall
rank junior to all other series of the Preferred Stock and to any other class of
preferred stock that hereafter may be issued by the Company as to the payment of
dividends and the distribution of assets, unless the terms of any such series or
class shall provide otherwise.

    


    SECTION
10.  AMENDMENT.  The provisions of this Certificate of
Designation shall not hereafter be amended, either directly or indirectly, or
through merger or consolidation with another corporation, in any manner that
would alter or change the powers, preferences or special rights of the Series A
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of at least a majority of the outstanding shares of Series A
Preferred Stock, voting separately as a class.

    


    SECTION
11.  FRACTIONAL SHARES.  The Series A Preferred Stock may be
issued in fractions of a share, which fractions shall entitle the holder, in
proportion to such holder’s fractional shares, to exercise voting rights,
receive dividends, participate in distributions, and to have the benefit of all
other rights of holders of Series A Preferred Stock.

    


    SECTION
12.  CERTAIN DEFINITIONS.  As used herein with respect to
the Series A Preferred Stock, the following terms shall have the following
meanings:

    


    (A)           The
term “junior stock” (i) as used in Section 4, shall mean the Common Stock and
any other class or series of capital stock of the Company hereafter authorized
or issued over which the Series A Preferred Stock has preference or priority as
to the payment of dividends, and (ii) as used in Section 6, shall mean the
Common Stock and any other class or series of capital stock of the Company over
which the Series A Preferred Stock has preference or priority in the
distribution of assets on any liquidation, dissolution or winding up of the
Company.

    


    (B)           The
term “parity stock” (i) as used in Section 4, shall mean any class or series of
stock of the Company hereafter authorized or issued ranking PARI PASSU with the
Series A Preferred Stock as to dividends, and (ii) as used in Section 6, shall
mean any class or series of stock of the Company ranking PARI PASSU with the
Series A Preferred Stock in the distribution of assets on any liquidation,
dissolution or winding up.

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, BancFirst Corporation has caused this Certificate to be signed
and attested on this 25th day of
February, 1999.


    


    BANCFIRST CORPORATION


    


    
      
        
          
            	
                    /s/  
      David E. Rainbolt

                  	 
      
	
                    By:  David
      E. Rainbolt, President and Chief Executive
  Officer

                  


          

        

      

    

    


    ATTEST:

    


    
      
        
          
            	
                    /s/  
      Sam D. Ott

                  	 
      
	
                    By:  Sam
      D. Ott, Secretary

                  


          

        

      

    

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

    


    (Form of
Right Certificate)

    


    Certificate
No. W- --------- Rights

    


    NOT
EXERCISABLE AFTER FEBRUARY 25, 2009 OR EARLIER IF NOTICE OF REDEMPTION OR
EXCHANGE IS GIVEN.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE
OPTION OF THE COMPANY, AT $0.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT. IN THE EVENT THAT THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE
ISSUED TO A PERSON WHO IS AN ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF AN
ACQUIRING PERSON OR A PURPORTED TRANSFEREE OF THE RIGHTS PREVIOUSLY OWNED BY
SUCH PERSONS, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY WILL
BECOME NULL AND VOID.   THE BENEFICIAL OWNER OF THE RIGHTS
REPRESENTED BY THIS RIGHT CERTIFICATE MAY BE AN ACQUIRING PERSON OR AN AFFILIATE
OR ASSOCIATE (AS DEFINED IN THE RIGHTS AGREEMENT) OF AN ACQUIRING PERSON OR A
SUBSEQUENT HOLDER OF SUCH RIGHT CERTIFICATE BENEFICIALLY OWNED BY SUCH
PERSONS.  ACCORDINGLY, UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN THE
RIGHTS AGREEMENT, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY WILL
BE NULL AND VOID.

    


    Right
Certificate

    


    BANCFIRST
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 February 25, 1999 (“Rights Agreement”) between BancFirst
Corporation, an Oklahoma corporation (“Company”), and BancFirst (“Rights
Agent”), to purchase from the Company prior to 5:00 P.M.  (Oklahoma
City time) on February 25, 2009, at the office of the Rights Agent, or its
successors as Rights Agent, in Oklahoma City, Oklahoma, one one-hundredth of a
fully paid and nonassessable share of Series A Preferred Stock, par value $.01
per share (“Preferred Stock”), of the Company at a purchase price of $110, as
the same may from time to time be adjusted in accordance with the Rights
Agreement (“Purchase Price”), upon presentation and surrender of this Right
Certificate with the Form of Election to Purchase and related Certificate duly
executed.

    


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

    


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

    


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

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    Subject
to the provisions of the Rights Agreement, the Rights evidenced by this
Certificate may be redeemed by the Company at its option at a redemption price
of $0.01 per Right at any time prior to the earlier of the close of business on
(i) the tenth day following the Stock Acquisition Date (as such time period may
be extended pursuant to the Rights Agreement), and (ii) the Final Expiration
Date (as such terms are defined in the Rights Agreement), or under certain other
conditions as specified in the Rights Agreement.

    


    No
fractional shares of Preferred Stock shall be required to be issued upon the
exercise of any Right or Rights evidenced hereby, and in lieu thereof, a cash
payment will be made as provided in the Rights Agreement.

    


    No holder
of this Right Certificate shall be entitled to vote or receive dividends or be
deemed for any purpose the holder of 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 shareowner of the
Company or any right to vote for the election of directors; or upon any matter
submitted to shareowners at any meeting thereof, or to give or withhold consent
to any corporate action or to receive notice of meetings or other actions
affecting shareowners or to receive dividends or subscription rights, or
otherwise, until the Right or Rights evidenced by this Right Certificate shall
have been exercised as provided in the Rights Agreement.

    


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

    


    WITNESS
the facsimile signature of the proper officers of the Company and its corporate
seal, dated as of February 25, 1999.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    ATTEST:

                                  	 
      	
                                    BANCFIRST
      CORPORATION

                                  
	 
      	 
      	 
      	 
      
	/s/
      Sam D. Ott	 
      	
                                    By:

                                  	/s/
      David E. Rainbolt
	
                                    Sam
      D. Ott, Secretary

                                  	 
      	 
      	
                                    David
      E. Rainbolt, President and Chief Executive Officer

                                  
	 
      	 
      	 
      	 
      
	
                                    Countersigned:

                                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                    ATTEST:

                                  	 
      	
                                    BANCFIRST,
      RIGHTS AGENT

                                  
	/s/
      Brenda K. Reeder	 	 	 
	 
      	 
      	
                                    By:

                                  	/s/
      James R. Dickson	 
      
	 
      	 
      	
                                     

                                  	
                                    Authorized
      signature

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    (Form of
Reverse Side of Right Certificate)

    


    FORM OF
ASSIGNMENT

    


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

    


    FOR VALUE
RECEIVED ______________________ hereby sells, assigns and transfers
unto  ___________________________Rights evidenced by this Right
Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint -----------------Attorney to transfer
the within Right Certificate on the books of the within-named Company, with full
power of substitution.

    


     Dated:
------------------, ---------

    


    Signature

    


    Signature
Guaranteed:

     

    CERTIFICATE

    


    The
undersigned hereby certifies by checking the appropriate boxes
that:

    


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

    


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

    


    Dated:
------------------, ---------.

    


    Signature

    


    Signature
Guaranteed:

     

    NOTICE

    


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

     

    FORM OF
ELECTION TO PURCHASE

    


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

    


    To:           BANCFIRST
CORPORATION

    


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

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

    Please
insert social security or other identifying number

    


    (Please
print name and address)

    


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

    


    Please
insert social security or other identifying number

    


    (Please
print name and address)

    


    Dated:
-----------------, ----------.

    


    Signature

    


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

    


    Signature
Guaranteed:

    


    CERTIFICATE

    


    The
undersigned hereby certifies by checking the appropriate boxes
that:

    


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

    


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

    


    Dated:
----------------, ----------

    


    Signature

    


    Signature
Guaranteed:

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

    


    BANCFIRST
CORPORATION SUMMARY OF RIGHTS AGREEMENT

    


    On
February 25, 1999, the Board of Directors of BancFirst Corporation (the
“Company”) declared a dividend of one Preferred Stock purchase right (a “Right”
or “Rights”) for each outstanding share of Common Stock, par value $1.00 per
share (“Common Stock”), of the Company.  The dividend is payable as of
the close of business on February 25, 1999 (the “Record Date”), to shareowners
of record as of such Record Date.  The description and terms of the
Rights are set forth in a Rights Agreement (the “Rights Agreement”) between the
Company and BancFirst, as Rights Agent (the “Rights Agent”).

    


    TRADING
AND DISTRIBUTION OF RIGHTS

    


    Initially,
(i) the Rights will not be exercisable, (ii) certificates will not be sent to
shareowners, (iii) the Rights will be evidenced by the Common Stock
certificates, (iv) the Rights will automatically trade with the Common Stock,
(v) the Rights will be transferred with and only with such Common Stock
certificates, (vi) new Common Stock certificates will contain a notation
incorporating the Rights Agreement by reference and (vii) the surrender for
transfer of any certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate.

    


    The
Rights become exercisable on the “Distribution Date,” which is the close of
business on the earlier of:

    


    (i)           the
tenth day after a public announcement (or, if earlier, the date a majority of
the Board of Directors of the Company becomes aware) that a person or group of
affiliated or associated persons acquired, or obtained the right to acquire,
beneficial ownership of Common Stock or other securities of the Company
representing 15% or more of the voting power of all securities of the Company
then outstanding generally entitled to vote for the election of directors
(“Voting Power”) (such person or group being called an “Acquiring Person” and
such date of first public announcement being called the “Stock Acquisition
Date”), or

    


    (ii)           the
tenth day after the commencement of, or public announcement of an intention to
commence, a tender or exchange offer the consummation of which would result in
the ownership of 15% or more of the outstanding Voting Power (the earlier of the
dates in clause (i) or (ii) being called the “Distribution Date”).

    


    When the
Rights initially become exercisable, each Right will entitle the holder of
record to purchase from the Company one one-hundredth of a share of Series A
Preferred Stock, par value $.01 per share (“Preferred Stock”), of the Company,
at a price of $110 per one one-hundredth of a share (the “Purchase Price”),
although the price and the securities to be purchased are subject to adjustment
as described below.

    


    As soon
as practicable following the Distribution Date, separate certificates evidencing
the Rights (“Right Certificates”) will 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 certificates alone will evidence the Rights from and after the
Distribution Date.

    


    EXEMPT
PERSONS

    


    Even if
they have acquired, or obtained the right to acquire, beneficial ownership of
15% or more of the Voting Power of the Company, each of the following persons
(an “Exempt Person”) will not be deemed to be an Acquiring Person: (i) the
Company, any subsidiary of the Company, any employee benefit plan or employee
stock plan of the Company or any subsidiary of the Company; (ii) any person who
becomes an Acquiring Person solely by virtue of a reduction in the number of
outstanding shares of Common Stock, unless and until such person shall become
the beneficial owner of, or make a tender offer for any additional shares of
Common Stock; and (iii) any individual, corporation, partnership or other
person, entity or group which “beneficially owned” on February 25, 1999, 15% or
more of the outstanding Common Stock of the Corporation.

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    EXERCISABILITY
AND EXPIRATION

    


    THE
HOLDERS OF THE RIGHTS ARE NOT REQUIRED TO TAKE ANY ACTION UNTIL THE RIGHTS
BECOME EXERCISABLE.  As stated above, the Rights are not exercisable
until the Distribution Date.  The Rights will expire at the close of
business on February 25, 2009, unless earlier redeemed or exchanged by the
Company as described below.

    


    ADJUSTMENTS

    


    In order
to protect the value of the Rights to the holders, the Purchase Price and the
number of shares of Preferred Stock (or other securities or property) issuable
upon exercise of the Rights are subject to adjustment from time to time (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Company’s Common Stock or Preferred Stock, (ii) upon
the grant to holders of the Preferred Stock of certain rights or warrants to
subscribe for Preferred Stock or convertible securities at less than the current
market price of the Preferred Stock or (iii) upon the distribution to holders of
the Preferred Stock of evidences of indebtedness or assets (excluding dividends
payable in Preferred Stock) or of subscription rights or warrants (other than
those referred to above).

    


    These
adjustments are called anti-dilution provisions and are intended to ensure that
a holder of Rights will not be adversely affected by the occurrence of such
events.  With certain exceptions, the Company is not required to
adjust the Purchase Price until cumulative adjustments require a change of at
least 1% in the Purchase Price.

    


    FLIP-IN
EVENTS AND FLIP-OVER EVENTS

    


    In the
event (i) any person (other than an Exempt Person) becomes an Acquiring Person
(except pursuant to an offer for all outstanding shares of Common Stock that the
independent directors determine prior to the time such offer is made to be fair
to and otherwise in the best interest of the Company and its shareowners) or
(ii) any Exempt Person who is the beneficial owner of 15% or more of the
outstanding Voting Power of the Company fails to continue to qualify as an
Exempt Person, then each holder of record of a Right, other than the Acquiring
Person, will thereafter have the right to receive, upon payment of the Purchase
Price, Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a market value at the time of the transaction
equal to twice the Purchase Price.  Rights are not exercisable
following such event, however, until such time as the Rights are no longer
redeemable by the Company as set forth below.  Any Rights that are or
were at any time, on or after the Distribution Date, beneficially owned by an
Acquiring Person shall become null and void.

    


    For
example, at a Purchase Price of $110 per Right, each Right not owned by an
Acquiring Person (or by certain related parties) following an event set forth in
the preceding paragraph would entitle its holder to purchase $220 worth of
Common Stock (or other consideration, as noted above) for
$110.  Assuming that the Common Stock had a per share value of $40 at
such time, the holder of each valid Right would be entitled to purchase 5.5
shares of Common Stock for $110.

    


    Subject
to certain limited exceptions, if (i) the Company is acquired after the Stock
Acquisition Date in a merger or other business combination (in which any shares
of the Company’s Common Stock are changed into or exchanged for other securities
or assets) or (ii) more than 50% of the assets or earning power of the Company
and its subsidiaries (taken as a whole) are sold or transferred after the Stock
Acquisition Date in one or a series of related transactions, the Rights
Agreement provides that proper provision shall be made so that each holder of
record of a Right will have the right to receive, upon payment of the Purchase
Price, that number of shares of common stock of the acquiring company having a
market value at the time of such transaction equal to two times the Purchase
Price.

    


    To the
extent that insufficient shares of Common Stock are available for the exercise
in full of the Rights, holders of Rights will receive upon exercise shares of
Common Stock to the extent available and then other securities of the Company,
including units of shares of Preferred Stock with terms substantially comparable
to those of the Common Stock, property, debt securities, or cash, in proportions
determined by the Company, so that the aggregate value received is equal to
twice the Purchase Price.  The Company, however, shall not be required
to issue any cash, property or debt securities upon exercise of the Rights to
the extent their aggregate value would exceed the amount of cash the Company
would otherwise be entitled to receive upon exercise in full of the then
exercisable Rights.

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

     

    No
fractional shares of Preferred Stock or Common Stock will be required to be
issued upon exercise of the Rights and, in lieu thereof, a payment in cash may
be made to the holder of such Rights equal to the same fraction of the current
market value of a share of Preferred Stock or, if applicable, Common
Stock.

    


    REDEMPTION

    


    At any
time until the earlier of (i) ten days after the Stock Acquisition Date (subject
to extension by the Board of Directors) or (ii) the date the Rights are
exchanged pursuant to the Rights Agreement, the Company may redeem the Rights in
whole, but not in part, at a price of $0.01 per Right (the “Redemption
Price”).  Immediately upon the action of the Board of Directors of the
Company authorizing redemption of the Rights, the right to exercise the Rights
will terminate, and the only right of the holders of Rights will be to receive
the Redemption Price without any interest thereon.

    


    EXCHANGE
OPTION

    


    At any
time after any person becomes an Acquiring Person, the Board of Directors may,
at its option, exchange all or part of the outstanding Rights (other than Rights
held by the Acquiring Person and certain related parties) for shares of Common
Stock at an exchange ratio of one share of Common Stock per Right (subject to
certain anti-dilution adjustments).  The Board may not effect such an
exchange, however, at any time any person or group owns 50% or more of the
Voting Power of the Company.  Immediately after the Board orders such
an exchange, the right to exercise the Rights shall terminate and the holders of
Rights shall thereafter only be entitled to receive shares of Common Stock at
the applicable exchange ratio.

    


    OTHER
PROVISIONS

    


    Under
presently existing federal income tax law, the issuance of the Rights is not
taxable to the Company or to shareowners and will not change the way in which
shareowners can presently trade the Company’s shares of Common Stock. If the
Rights should become exercisable, shareowners, depending on then existing
circumstances, may recognize taxable income.

    


    The
Rights Agreement may be amended by the Board of Directors of the Company. After
the Distribution Date, however, the provisions of the Rights Agreement may be
amended by the Board only to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights (excluding the interests of
any Acquiring Person or an affiliate or associate of an Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement; PROVIDED,
however, that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable.  In addition,
no supplement or amendment may be made which changes the Redemption Price, the
final expiration date, the Purchase Price or the number of one one-hundredths of
a share of Preferred Stock for which a Right is exercisable, unless at the time
of such supplement or amendment there has been no occurrence of a Stock
Acquisition Date and such supplement or amendment does not adversely affect the
interests of the holders of Right Certificates (other than an Acquiring Person
or an associate or affiliate of an Acquiring Person).

    


    Until a
Right is exercised, the holder, as such, will have no rights as a shareowner of
the Company, including, without limitation, the right to vote or to receive
dividends.

    


    A copy of
the Rights Agreement will be filed with the Securities and Exchange Commission
as an Exhibit to a Registration Statement on Form 8-A/A.  A copy of
the Rights Agreement is available free of charge from either the Rights Agent or
the Company.  This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference to the Rights
Agreement, which is incorporated in this summary description herein by
reference.

     

    
      
        
        

      

      
        C-3