Exhibit 4.1




Exhibit 4.1 






RIGHTS AGREEMENT 






by and between 






SENIOR HOUSING
PROPERTIES TRUST 






AND 






EQUISERVE TRUST
COMPANY, N.A., 




as Rights Agent 










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



Dated as of March 10, 2004 



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















TABLE OF CONTENTS 


	Section 1	Certain Definitions	1 
	

	Section 2	Appointment of Rights Agent	7 
	

	Section 3	Issue of Rights Certificates	7 
	

	Section 4	Form of Rights Certificates	9 
	

	Section 5	Countersignature and Registration	10 
	

	Section 6

      	Transfer, Split Up, Combination and Exchange of Rights Certificates;

     Mutilated, Destroyed, Lost or Stolen Rights Certificates	10 
	

	Section 7	Exercise of Rights; Purchase Price; Expiration Date of Rights	11 
	

	Section 8	Cancellation and Destruction of Rights Certificates	13 
	

	Section 9	Reservation and Availability of Capital Stock	13 
	

	Section 10	Preferred Share Record Date	15 
	

	Section 11	Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights	15 
	

	Section 12	Certificate of Adjusted Purchase Price or Number of Shares	23 
	

	Section 13	Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power	24 
	

	Section 14	Fractional Rights and Fractional Shares	27 
	

	Section 15	Rights of Action	28 
	

	Section 16	Agreement of Rights Holders	28 
	

	Section 17	Rights Certificate Holder Not Deemed a Shareholder	29 
	

	Section 18	Concerning the Rights Agent	29 
	

	Section 19	Merger or Consolidation or Change of Name of Rights Agent	30 
	

	Section 20	Duties of Rights Agent	30 
	

	Section 21	Change of Rights Agent	32 
	

	Section 22	Issuance of New Rights Certificates	33 
	

	Section 23	Redemption and Termination	34 
	

	Section 24	Notice of Certain Events	35 
	

	Section 25	Notices	35 
	

	Section 26	Supplements and Amendments	36 
	

	Section 27	Successors	37 
	

	Section 28	Determinations and Actions by the Board of Directors, etc	37 



i 










	Section 29	Exchange	37 
	

	Section 30	Benefits of this Agreement	38 
	

	Section 31	Severability	39 
	

	Section 32	Governing Law	39 
	

	Section 33	Counterparts	39 
	

	Section 34	Descriptive Headings	39 



INDEX OF EXHIBITS 


	Exhibit A	Form of Articles Supplementary
	

	Exhibit B	Form of Rights Certificate
	

	Exhibit C	Form of Summary of Rights










ii











RIGHTS AGREEMENT 





        RIGHTS
AGREEMENT, dated as of March 10, 2004, between Senior Housing Properties Trust, a Maryland
real estate investment trust, and EquiServe Trust Company, N.A., a national banking
association, as Rights Agent. 


W I T N E S S E T H 



        WHEREAS,
on March 10, 2004 (the “Rights Dividend Declaration Date”), the Board of Trustees
of the Company authorized and declared a dividend distribution of one Right (as
hereinafter defined) for each Common Share (as hereinafter defined) of the Company
outstanding at the Close of Business (as hereinafter defined) on April 10, 2004 (the
“Record Date”), and authorized the issuance of one Right (as such number may
hereinafter be adjusted pursuant to the provisions of Section 11(i) hereof) for each
Common Share of the Company issued between the Record Date (whether originally issued or
delivered from the Company’s treasury) and the Distribution Date (as hereinafter
defined) and under certain circumstances thereafter, each Right initially representing the
right to purchase one one-thousandth of a Preferred Share (as hereinafter defined) of the
Company, upon the terms and subject to the conditions hereinafter set forth (the
“Rights”); 



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



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



        “Acquiring
Person” shall mean any Person who or which, together with all Affiliates and
Associates of such Person, shall be the Beneficial Owner of 10% or more of the Common
Shares of the Company then outstanding, but shall not include an Exempt Person. 



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



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



        “Affiliate”
and “Associate” shall have the respective meanings ascribed to such terms in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act. 



        “Agreement”
shall mean this Rights Agreement as originally executed or as it may from time to time be
supplemented or amended pursuant to the applicable provisions hereof. 



        A
Person shall be deemed the “Beneficial Owner” of, and shall be deemed to
“beneficially own,” any securities: (i) which such Person or any of such
Person’s











Affiliates or Associates, directly
or indirectly, has the right to acquire (whether such right is exercisable immediately or
only after the passage of time) pursuant to any agreement, arrangement or understanding
(whether or not in writing) or upon the exercise of conversion rights, exchange rights,
other rights, warrants or options, or otherwise; provided, however, that a Person shall
not be deemed the “Beneficial Owner” of, or to “beneficially own,” (A)
securities tendered pursuant to a tender or exchange offer made by or on behalf of such
Person or any of such Person’s Affiliates or Associates until such tendered
securities are accepted for purchase or exchange, or (B) securities issuable upon
exercise of Rights at any time prior to the occurrence of a Triggering Event (as herein
after defined), or (C) securities issuable upon exercise of Rights from and after the
occurrence of a Triggering Event which are Original Rights or securities issued pursuant
to Section 11(i) hereof in connection with an adjustment made with respect to any
Original Rights; (ii) which such Person or any of such Person’s Affiliates or
Associates, directly or indirectly, has the right to vote or dispose of or has “beneficial
ownership” of (as determined pursuant to Rule 13d-3 of the General Rules and
Regulations under the Exchange Act), including pursuant to any agreement, arrangement or
understanding, whether or not in writing; provided, however, that a Person shall not be
deemed the “Beneficial Owner” of, or to “beneficially own,” any
security under this subparagraph (ii) as a result of an agreement, arrangement or
understanding to vote such security if such agreement, arrangement or understanding: (A)
arises solely from a revocable proxy or consent given in response to a public proxy or
consent solicitation made pursuant to, and in accordance with, the applicable provisions
of the General Rules and Regulations under the Exchange Act; and (B) is not reportable by
such Person on Schedule 13D under the Exchange Act (or any comparable or successor
report); or (iii) which are beneficially owned, directly or indirectly, by any other
Person (or any Affiliate or Associate thereof) with which such Person (or any of such
Person’s Affiliates or Associates) has any agreement, arrangement or understanding
(whether or not in writing), for the purpose of acquiring, holding, voting (except
pursuant to a revocable proxy as described in clause (A) of the proviso to subparagraph
(ii) of this definition), or disposing of any voting securities of the Company; provided,
however, that nothing in this definition shall cause a person engaged in business as an
underwriter of securities to be the “Beneficial Owner”of, or to “beneficially
own,” any securities acquired through such person’s participation in good faith
in a firm commitment underwriting until the expiration of forty days after the date of
such acquisition and then only if such securities continue to be owned by such Person at
such expiration of forty days.  



        “Board”
shall mean the Board of Trustees of the Company, or such comparable governing body, as
applicable. 



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



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


2











        “Common
Shares” when used with reference to the Company shall mean the common shares of
beneficial interest, par value $.01 per share, of the Company or any other shares of
beneficial interest or capital stock of the Company into which such shares shall be
reclassified or changed. “Common Shares” when used with reference to any Person
which shall be organized in corporate form, other than the Company, shall mean the capital
stock or other equity security with the greatest voting power or the equity securities or
other equity interest having power to control or direct the management of such Person or,
if such Person is a Subsidiary of another Person, the Person or Persons which ultimately
control such first-mentioned Person and which has or have issued any such outstanding
capital stock, equity securities or equity interest. “Common Shares” when used
with reference to any Person which shall not be organized in corporate form shall mean
units of beneficial interest which (i) shall represent the right to participate generally
in the profits and losses of such Person (including, without limitation, any flow-through
tax benefits resulting from an ownership interest in such Person) and (ii) shall be
entitled to exercise the greatest voting power of such Person or, in the case of a limited
partnership, shall have the power to remove the general partner or partners. 



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



        “Company”
shall mean Senior Housing Properties Trust, a Maryland real estate investment trust, until
its successor, if any, shall have become such, or until a Principal Party, if any, shall
assume, and thereafter be liable for, all obligations and duties of the Company hereunder
pursuant to the applicable provisions of this Agreement, and thereafter
“Company” shall mean such successor or Principal Party. 



        “Continuing
Trustee” shall mean any member of the Board (while such Person is a member of the
Board) who is not an Acquiring Person, or an Affiliate or Associate of an Acquiring
Person, or a representative or nominee of an Acquiring Person or of any such Affiliate or
Associate, and who either (i) was a member of the Board immediately prior to the date of
this Agreement or (ii) on or subsequent to the date of this Agreement became a member of
the Board and whose nomination for election or election to the Board is recommended or
approved by a majority of the Continuing Trustees. 



        “Current
Market Price” shall mean the applicable amount determined pursuant to Section 11(d)
hereof. 



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



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



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



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


3 











        “Exchange Ratio”
shall have the meaning set forth in Section 29(a) hereof. 



        “Exempt
Person” shall mean (i) the Company, (ii) any Subsidiary of the Company, (iii) any
employee benefit or employee share or stock plan of the Company or of any Subsidiary of
the Company, or any Person or entity organized, appointed, established or holding Common
Shares of the Company by, for or pursuant to the terms of any such plan, (iv) any Person
who becomes the Beneficial Owner of 10% or more of the Common Shares of the Company then
outstanding solely as a result of a reduction in the number of Common Shares of the
Company outstanding due to the repurchase of Common Shares of the Company by the Company,
unless and until any such Person, after becoming aware that such Person has become the
Beneficial Owner of 10% or more of the outstanding Common Shares of the Company, shall
acquire Beneficial Ownership of additional Common Shares of the Company constituting 1% or
more of the then outstanding Common Shares of the Company, (v) any Person who or which
shall have executed a written agreement with the Company (which shall have been approved
by a majority of the Outside Trustees) prior to the date on which such Person became the
Beneficial Owner of 10% or more of the Common Shares of the Company then outstanding,
which agreement imposes one or more limitations (the “Thresholds”) on the amount
of such Person’s Beneficial Ownership of Common Shares of the Company, if and so long
as the Thresholds continue to be binding on such Person and such Person is in substantial
compliance (as determined by a majority of the Outside Trustees) with the terms of such
written agreement, (vi) any Person (and any Person which is a successor to such Person)
who, as of immediately prior to the date of this Agreement, was, or could reasonably be
deemed to be, the Beneficial Owner of 10% or more of the Common Shares of the Company then
outstanding, provided that such Person is listed or otherwise reflected as beneficially
owning (or that such Person could be deemed to beneficially own) such amount of Common
Shares of the Company on a publicly available filing made prior to the date of this
Agreement with the Securities and Exchange Commission, which filing is current as of the
date of this Agreement, and Persons that are Affiliates or Associates of such Person (or
such Person’s successor) for so long as they constitute Associates or Affiliates of
such Person (or such Person’s successor) and any Person who has an agreement,
arrangement or understanding (whether or not in writing) with such Persons (or such
Person’s Affiliates or Associates) for the purpose of acquiring, holding, voting or
disposing of any voting securities of the Company for so long as such agreement,
arrangement or understanding is in effect, (vii) any Person who has reported or is
required to report its beneficial ownership of Common Shares of the Company, but which
beneficial ownership level is less than 15%, on Schedule 13G under the Exchange Act (or
any comparable or successor report) or on Schedule 13D under the Exchange Act (or any
comparable or successor report) which Schedule 13D validly does not state any intention to
or reserve the right to control or influence the management or policies of the Company or
engage in any of the actions specified in Item 4 of such schedule (other than the
disposition of the Common Shares of the Company) and, within 10 Business Days of being
requested by the Company to advise it regarding the same, certifies to the Company that
such Person acquired Common Shares of the Company in excess of 9.9% inadvertently or
without knowledge of the terms of the Rights and who or which, together


4 











with all Affiliates and Associates,
thereafter does not acquire additional Common Shares of the Company while the Beneficial
Owner of 10% or more of the Common Shares of the Company then outstanding; provided,
however, that if the Person requested to so certify fails to do so within 10
Business Days, then such Person shall immediately cease to be an Exempt Person after such
10-Business-Day period or (viii) any Person who or which is then serving as the Company’s
investment advisor and Persons who are Affiliates or Associates of that Person.  



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



        “Final
Expiration Date” shall mean the Close of Business on April 10, 2014, or such later
date as may be established by the Board prior to the expiration of the Rights. 



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



        “Original
Rights” shall mean Rights acquired by a 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. 



        “Outside
Trustees” shall mean members of the Board who are not officers of the Company or any
of its Subsidiaries or officers or stockholders of the Person who or which is then serving
as the Company’s investment advisor and who are not Acquiring Persons or
representatives, nominees, Affiliates or Associates of Acquiring Persons. 



        “Person”
shall mean any individual, firm, corporation, partnership, trust or other entity. 



        “Preferred
Shares” shall mean the Junior Participating Preferred Shares of beneficial interest,
par value $.01 per share, of the Company, and having the rights, powers and preferences as
set forth on Exhibit A hereto, and to the extent that there are not a sufficient number of
shares of Junior Participating Preferred Shares authorized to permit the full exercise of
the Rights, any other series of preferred shares of the Company designated for such
purpose containing terms substantially similar to the terms of the Junior Participating
Preferred Shares. 



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



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



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



        “Record
Date” shall have the meaning set forth in the preamble of this Agreement. 



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



        “Rights”
shall have the meaning set forth in the preamble of this Agreement. 


5 











        “Rights
Agent” shall mean EquiServe Trust Company, N.A., a national banking association,
until a successor Rights Agent, if any, shall have become such pursuant to the applicable
provisions hereof, and thereafter, “Rights Agent” shall mean such successor
Rights Agent. If at any time there is more than one Person appointed by the Company as
Rights Agent pursuant to the applicable provisions of this Agreement, “Rights
Agent” shall mean and include each such Person. 



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



        “Rights Dividend
Declaration Date” shall have the meaning set forth in the preamble of this Agreement. 



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



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



        “Section
13 Event” shall have the meaning set forth in Section 13(a) hereof. 



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



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



        “Stock
Acquisition Date” shall mean the first date of public announcement by the Company
that an Acquiring Person has become such other than pursuant to a Qualified Offer. 



        “Subsidiary”
shall mean, with reference to any Person, any corporation or other entity of which
securities or other ownership interest having ordinary voting power sufficient, in the
absence of contingencies, to elect a majority of the board of directors or other persons
performing similar functions are at the time directly or indirectly beneficially owned or
otherwise controlled, by such Person. 



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



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



        “Thresholds”
shall have the meaning set forth in the definition of “Exempt Person.” 



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



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


6 











                Section
2.     Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as
agent for the Company and the holders of the Rights (who, in accordance with Section 3
hereof, shall prior to the Distribution Date also be the holders of the Common Shares of
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, upon 24 hours prior written notice to the
Rights Agent, unless providing such notice shall cause detriment to the Company. The
Rights Agent shall have no duty to supervise, and in no event be liable for, the acts or
omissions of any such co-Rights Agent.  



                Section
3.     Issue of Rights Certificates.  



                        (a)              Until
the earlier of (i) the Close of Business on the tenth Business Day (or           such
specified or unspecified later date as may be determined by the Board           before
the occurrence of the Distribution Date) after the Stock Acquisition Date           (or,
if the tenth Business Day after the Stock Acquisition Date occurs before           the
Record Date, the Close of Business on the Record Date) or (ii) the Close of
          Business on the tenth Business Day (or such specified or unspecified later date
          as may be determined by the Board before the occurrence of the Distribution
          Date) after the date that a tender or exchange offer by any Person (other than
a           Person qualifying as an Exempt Person under clauses (i), (ii), (iii) or (vi)
          under the definition of Exempt Person herein) has been commenced within the
          meaning of Rule 14d-2(a) of the General Rules and Regulations under the
Exchange           Act, if upon consummation thereof, such Person would become an
Acquiring Person,           in either instance other than pursuant to a Qualified Offer
(the earlier of (i)           and (ii) being herein referred to as the “Distribution
Date”), (x) the           Rights will be evidenced (subject to the provisions of
paragraphs (b) and (c) of           this Section 3) by the certificates for the Common
Shares of the Company           registered in the names of the holders of the Common
Shares of the Company and           not by separate certificates and (y) the Rights will
be transferable only in           connection with the transfer of the underlying Common
Shares of the Company           (including a transfer to the Company). As soon as
practicable after the           Distribution Date, the Rights Agent will send by
first-class, insured, postage           prepaid mail, to each record holder of the Common
Shares of the Company as of           the Close of Business on the Distribution Date, at
the address of such holder           shown on the records of the Company, one or more
rights certificates in           substantially the form of Exhibit B hereto (the “Rights
Certificates”)           evidencing one Right for each Common Share of the Company
so held, subject to           adjustment as provided herein. In the event that an
adjustment in the number of           Rights per Common Share of the Company has been
made pursuant to Section 11(i)           hereof, at the time of distribution of the
Rights Certificates, the Company           shall make the necessary and appropriate
rounding adjustments (in accordance           with Section 14(a) hereof) so that Rights
Certificates representing only whole           numbers of Rights are distributed and cash
is paid in lieu of any fractional           Rights. As of and after the Distribution
Date, the Rights will be evidenced           solely by such Rights Certificates.  



                        (b)              The
Company will make available, as promptly as practicable following the Record
          Date, a copy of a Summary of Rights in substantially


7 











the form attached hereto as
          Exhibit B (the “Summary of Rights”) to any holder of Rights who may
so           request from time to time prior to the Expiration Date. With respect to
          certificates for the Common Shares of the Company outstanding as of the Record
          Date or issued subsequent to the Record Date, unless and until the Distribution
          Date shall occur, the Rights will be evidenced by such certificates for the
          Common Shares of the Company with or without a copy of the Summary of Rights
          attached, and the registered holders of the Common Shares of the Company shall
          also be the registered holders of the associated Rights. Until the earlier of
          the Distribution Date or the Expiration Date, the transfer of any certificates
          representing Common Shares of the Company in respect of which Rights have been
          issued shall also constitute the transfer of the Rights associated with such
          Common Shares of the Company.  



                        (c)              Rights
shall be issued in respect of all Common Shares of the Company 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 to the extent provided in Section 22 hereof, in respect of Common
          Shares of the Company issued after the Distribution Date and prior to the
          Expiration Date. Subject to Section 3(a) hereof, certificates representing such
          Common Shares of the Company shall also be deemed to be certificates for
Rights,           and shall bear the following legend if such certificates are issued
after the           Record Date but prior to the earlier of the Distribution Date or the
Expiration           Date:  



	  	
This
certificate also evidences and entitles the holder hereof to certain Rights as set forth
in the Rights Agreement between Senior Housing Properties Trust (the “Company”)
and EquiServe Trust Company, N.A. (the “Rights Agent”), dated as of March 10,
2004 (the “Rights Agreement”), the terms of which are hereby incorporated herein
by reference and a copy of which is on file at the principal offices of the Company. Under
certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced
by separate certificates and will no longer be evidenced by this certificate. The Company
will mail to the holder of this certificate a copy of the Rights Agreement, as in effect
on the date of mailing, without charge promptly after receipt of a written request
therefor. Under certain circumstances set forth in the Rights Agreement, Rights
beneficially owned (as such term is defined in the Rights Agreement) by any Person who is,
was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms
are defined in the Rights Agreement), whether currently held by or on behalf of such
Person or by any subsequent holder, may become null and void. The Rights shall not be
exercisable, and shall be void so long as held, by a holder in any jurisdiction where the
requisite qualification to the issuance to such holder, or the exercise by such holder, of
the Rights in such jurisdiction shall not have been obtained or be obtainable. 





8 











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



                Section
4.     Form of Rights Certificates.  



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



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



	  	
The
Rights represented by this Rights Certificate are or were beneficially owned by a Person
who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person
(as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate
and the Rights represented hereby may become 	  



9 











	  	
null
and void in the circumstances specified in Section 7(e) of the Rights Agreement. 






                Section
5.     Countersignature and Registration.  



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



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



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



                        (a)              Subject
to the provisions of Section 4(b), Section 7(e) and Section 14 hereof,           at any
time after the Close of Business on the Distribution Date, and at or           prior to
the Close of Business on the Expiration Date, any Rights Certificate or           Rights
Certificates (other than Rights Certificates representing Rights that may           have
been exchanged pursuant to Section 29 hereof) may be transferred, split up,
          combined or exchanged for another Rights Certificate or Rights Certificates,
          entitling the registered holder to purchase a like number of one
one-thousandths           of a Preferred Share (or, following a Triggering Event, Common
Shares of the           Company, other securities, cash or other assets, as the case may
be) as the           Rights Certificate or Rights Certificates surrendered then entitled
such holder           (or former holder in the case of a transfer) to purchase. Any
registered holder           desiring to transfer, split up, combine or exchange any
Rights Certificate or           Rights Certificates shall make such request in writing
delivered to the Rights           Agent, and shall surrender the Rights Certificate or
Certificates to be    


10











transferred, split up, combined or
exchanged at the principal office or offices           of the Rights Agent designated for
such purpose. Neither the Rights Agent nor           the Company shall be obligated to
take any action whatsoever with respect to the           transfer or exchange of any such
surrendered Rights Certificate or Rights           Certificates until the registered
holder shall have completed and signed the           certificate contained in the form of
assignment on the reverse side of such           Rights Certificate or Rights
Certificates and shall have provided such           additional evidence of the identity
of the Beneficial Owner (or former           Beneficial Owner) or Affiliates or
Associates thereof as the Company shall           reasonably request. Thereupon the
Rights Agent shall, subject to Section 4(b),           Section 7(e), Section 14 and
Section 29 hereof, countersign and deliver to the           Person entitled thereto a
Rights Certificate or Rights Certificates, as the case           may be, as so requested.
The Company may require payment of a sum sufficient to           cover any tax or
governmental charge that may be imposed in connection with any           transfer, split
up, combination or exchange of Rights Certificates.  



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



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



                        (a)              Subject
to Section 7(e) hereof, the registered holder of any Rights Certificate           may
exercise the Rights evidenced thereby (except as otherwise provided herein
          including, without limitation, the restrictions on exercisability set forth in
          Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part
          at any time after the Distribution Date upon surrender of the Rights
          Certificate, with the form of election to purchase and the certificate on the
          reverse side thereof duly executed, to the Rights Agent at the principal office
          or offices of the Rights Agent designated for such purpose, together with
          payment of the aggregate Purchase Price with respect to the total number of one
          one-thousandths of a Preferred Share (or Common Shares of the Company, other
          securities, cash or other assets, as the case may be) as to which such
          surrendered Rights are then exercisable, at or prior to the earliest of (i) the
          Final Expiration Date, (ii) the time at which the Rights are redeemed as
          provided in Section 23 hereof or exchanged as provided in Section 29 hereof or
          (iii) the time at which the Rights expire pursuant to Section 13(d) hereof (the
          earliest of (i), (ii) and (iii) being herein referred to as the “Expiration
          Date”).  



                        (b)              The
Purchase Price for each one one-thousandth of a Preferred Share pursuant to           the
exercise of a Right shall initially be $35 and shall be subject to           adjustment
from time to time as provided in Sections 11 and 13(a) hereof and           shall be
payable in accordance with paragraph (c) below.  


11











                        (c)              Upon
receipt of a Rights Certificate representing exercisable Rights, with the           form
of election to purchase and the certificate on the reverse side of the           Rights
Certificate duly executed, accompanied by payment, with respect to each           Right
so exercised, of the Purchase Price, per one one-thousandth of a Preferred
          Share (or Common Shares of the Company, other securities, cash or other assets,
          as the case, may be) to be purchased as set forth below and an amount equal to
          any applicable transfer tax or other governmental charge, the Rights Agent
          shall, subject to Sections 7(f) and 20(k) hereof, thereupon promptly (i) (A)
          requisition from any transfer agent of the Preferred Shares (or make available,
          if the Rights Agent is the transfer agent for such shares) certificates for the
          total number of one one-thousandths of a Preferred Share to be purchased and
the           Company hereby irrevocably authorizes its transfer agent to comply with all
such           requests, or (B) if the Company shall have elected to deposit the total
number           of Preferred Shares issuable upon exercise of the Rights hereunder with
a           depositary agent, requisition from the depositary agent depositary receipts
          representing such number of one one-thousandths of a Preferred Share as are to
          be purchased (in which case certificates for the Preferred Shares represented
by           such receipts shall be deposited by the transfer agent with the depositary
          agent) and the Company will direct the depositary agent to comply with such
          request, (ii) requisition from the Company the amount of cash, if any, to be
          paid in lieu of fractional shares in accordance with Section 14 hereof, (iii)
          after receipt of such certificates or depositary receipts, cause the same to be
          delivered to or upon the order of the registered holder of such Rights
          Certificate, registered in such name or names as may be designated by such
          holder, and (iv) after receipt thereof, deliver such cash, if any, to or upon
          the order of the registered holder of such Rights Certificate. The payment of
          the Purchase Price (as such amount may be reduced pursuant to Section
11(a)(iii)           hereof) shall be made in cash or by certified check, cashier’s
check or           bank draft payable to the order of the Company. In the event that the
Company is           obligated to issue other securities of the Company (including Common
Shares of           the Company), pay cash and/or distribute other property pursuant to
Section           11(a) hereof, the Company will make all arrangements necessary so that
such           other securities, cash and/or other property are available for
distribution by           the Rights Agent, if and when appropriate. The Company reserves
the right to           require prior to the occurrence of a Triggering Event that, upon
any exercise of           Rights, a number of Rights be exercised so that only whole
Preferred Shares           would be issued.  



                        (d)              In
case the registered holder of any Rights Certificate shall exercise less than
          all the Rights evidenced thereby, a new Rights Certificate evidencing Rights
          equivalent to the Rights remaining unexercised shall be issued by the Rights
          Agent and delivered to, or upon the order of, the registered holder of such
          Rights Certificate, registered in such name or names as may be designated by
          such holder, subject to the provisions of Section 14 hereof.  



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


12 











to or concurrently with the
Acquiring Person becoming           such and receives such Rights pursuant to either (A)
a transfer (whether or not           for consideration) from the Acquiring Person to
holders of equity interests in           such Acquiring Person or to any Person with whom
the Acquiring Person has any           continuing agreement, arrangement or understanding
regarding the transferred           Rights or (B) a transfer which has been determined by
the Continuing Trustees,           within the maximum period allowed under Maryland law
for limiting the power of           future directors to vote in this regard following a
Section 23(a) Event, or if           such determination is not made until after such
period expires, by a majority of           the Board, to be part of a plan, arrangement
or understanding which has as a           primary purpose or effect the avoidance of this
Section 7(e), shall become null           and void without any further action and no
holder of such Rights shall have any           rights whatsoever with respect to such
Rights, whether under any provision of           this Agreement or otherwise. The Company
shall use all reasonable efforts to           ensure that the provisions of this Section
7(e) and Section 4(b) hereof are           complied with, but the Company and the Rights
Agent shall have no liability to           any holder of Rights Certificates or other
Person as a result of the           Company’s failure to make any determinations
with respect to an Acquiring           Person or any of their Affiliates, Associates or
transferees hereunder.  



                        (f)              Notwithstanding
anything in this Agreement to the contrary, neither the Rights           Agent nor the
Company shall be obligated to undertake any action with respect to           a registered
holder of any Rights 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 assignment or           election to
purchase set forth on the reverse side of the Rights Certificate           surrendered
for such assignment or 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 Rights Certificates. All Rights Certificates
surrendered for the purpose of exercise, transfer, split up, combination or exchange
shall, if surrendered to the Company or any of its agents, be delivered to the Rights
Agent for cancellation or in cancelled form or if surrendered to the Rights Agent, shall
be cancelled by it, and no Rights Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Agreement. The Company shall deliver
to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel
and retire, any other Rights Certificate purchased or acquired by the Company otherwise
than upon the exercise thereof. The Rights Agent shall deliver all cancelled Rights
Certificates to the Company, or shall, at the written request of the Company, destroy
such cancelled Rights Certificates, and in such case shall deliver a certificate of
destruction thereof to the Company.  



                Section
9.             Reservation and Availability of Capital Stock.  



                        (a)              The
Company covenants and agrees that it will cause to be reserved and kept
          available out of its authorized and unissued Preferred Shares (and, following
          the occurrence of a Triggering Event, out of its authorized and unissued Common
          Shares of the Company and/or other securities or out of its authorized and


13 











issued shares held in its treasury),
the number of Preferred Shares (and,           following the occurrence of a Triggering
Event, Common Shares and/or other           securities) that, as provided in this
Agreement (including Section 11(a)(iii)           hereof), will be sufficient to permit
the exercise in full of all outstanding           Rights.  



                        (b)              So
long as the Preferred Shares (and, following the occurrence of a Triggering
          Event, Common Shares and/or other securities) issuable and deliverable upon the
          exercise of the Rights may be listed on any national securities exchange, the
          Company shall use its reasonable efforts to cause, from and after such time as
          the Rights become exercisable, all shares reserved for such issuance to be
          listed on such exchange upon official notice of issuance upon such exercise.  



                        (c)              The
Company shall use all reasonable efforts to (i) file, as soon as practicable
          following the earliest date after the first occurrence of a Section 11(a)(ii)
          Event in which the consideration to be delivered by the Company upon exercise
of           the Rights has been determined in accordance with this Agreement, a
registration           statement under the Act on an appropriate form with respect to the
securities           purchasable upon exercise of the Rights, (ii) cause such
registration statement           to become effective as soon as practicable after such
filing and (iii) cause           such registration statement to remain effective (with a
prospectus at all times           meeting the requirements of the Act) until the earlier
of (A) the date as of           which the Rights are no longer exercisable for such
securities or (B) the           Expiration Date. The Company will also take such action
as may be appropriate           under, or to ensure compliance with, the securities or
“blue sky” laws           of the various states in connection with the
exercisability of the Rights. The           Company may, acting by resolution of its
Board, temporarily suspend, for a           period of time not to exceed ninety (90) days
after the date set forth in clause           (i) of the first sentence of this Section
9(c), the exercisability of the Rights           in order to prepare and file such
registration statement and permit it to become           effective. 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. In
addition, if the Company shall determine that a           registration statement is
required in other circumstances following the           Distribution Date, the Company
may similarly temporarily suspend the           exercisability of the Rights until such
time as a registration statement has           been declared effective. Notwithstanding
any provision of this Agreement to the           contrary, the Rights shall not be
exercisable in any jurisdiction if the           requisite qualification in such
jurisdiction shall not have been obtained, the           exercise thereof shall not
otherwise be permitted under applicable law or a           registration statement shall
not have been declared effective.  



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


14 











                        (e)              The
Company further covenants and agrees that, except as set forth in Section           6(a)
hereof, it will pay when due and payable any and all federal and state           transfer
taxes and similar governmental charges which may be payable in respect           of the
issuance or delivery of the Rights Certificates and of any certificates           for a
number of one one-thousandths of a Preferred Share (or Common Shares of           the
Company and/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 or
          other governmental charge which may be payable in respect of any transfer or
          delivery of Rights Certificates to a Person other than, or the issuance or
          delivery of a number of one one-thousandths of a Preferred Share (or Common
          Shares of the Company and/or other securities, as the case may be) in respect
of           a name other than that of, the registered holder of the Rights Certificates
          evidencing Rights surrendered for exercise, nor shall the Company be required
to           issue or deliver any certificates for a number of one one-thousandths of a
          Preferred Share (or Common Shares of the Company and/or other securities, as
the           case may be) in a name other than that of the registered holder upon the
          exercise of any Rights until such tax or charge shall have been paid (any such
          tax or charge being payable by the holder of such Rights Certificate at the
time           of surrender) or until it has been established to the Company’s
          satisfaction that no such tax or charge is due.  



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



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


15 











                        (a)              (i)
In the event the Company shall at any time after the date of this Agreement           (A)
declare a dividend on the Preferred Shares payable in Preferred Shares, (B)
          subdivide or split the outstanding Preferred Shares, (C) combine or consolidate
          the outstanding Preferred Shares into a smaller number of shares or (D) issue
          any shares of its capital stock in a reclassification of the Preferred Shares
          (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) and Section 7(e) hereof, the
          Purchase Price in effect at the time of the record date for such dividend or of
          the effective date of such subdivision, split, combination, consolidation or
          reclassification, and the number and kind of Preferred Shares 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 Preferred Shares or capital stock, as the case may be,
which, if           such Right had been exercised immediately prior to such date and at a
time when           the Preferred Shares (or other capital stock, as the case may be)
transfer books           of the Company were open, such owner would have owned upon such
exercise and           been entitled to receive by virtue of such dividend, subdivision,
split,           combination, consolidation 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) hereof.  



                                (ii)                 In
the event (a “Section 11(a)(ii) Event”) any Person shall, at any           time
after the Rights Dividend Declaration Date, become an Acquiring Person,           unless
the event causing such Person to become an Acquiring Person is (x) a           Section 13
Event or (y) an acquisition of Common Shares of the Company pursuant           to a
tender offer or an exchange offer for all outstanding Common Shares of the
          Company at a price and on terms determined by at least a majority of the
Outside           Trustees, after receiving advice from one or more investment banking
firms, to           be (a) at a price which is fair to shareholders and not inadequate
(taking into           account all factors which such Outside Trustees deem relevant
including, without           limitation, prices which could reasonably be achieved if the
Company or its           assets were sold on an orderly basis designed to realize maximum
value) and (b)           otherwise in the best interests of the Company and its
shareholders (a           “Qualified Offer”), then promptly after the date of
occurrence of a           Section 11(a)(ii) Event, proper provision shall be made so that
each holder of a           Right (except as provided below and in Section 7(e) hereof)
shall thereafter           have the right to receive, upon exercise thereof at the then
current Purchase           Price in accordance with the terms of this Agreement, in lieu
of a number of one           one-thousandths of a Preferred Share, such number of Common
Shares of the           Company as shall equal the result obtained by (x) multiplying the
then current           Purchase Price by the then number of one one-thousandths of a
Preferred Share           for which a Right was exercisable immediately prior to the
first occurrence of a           Section 11(a)(ii) Event, whether or not such Right was
then exercisable, and (y)           dividing that product (which, following such first
occurrence, shall thereafter           be referred to as the “Purchase Price” for
each Right and for all           purposes of this Agreement) by 50% of the Current Market
Price per Common Share           of the Company on the date of such first occurrence
(such number of shares being           referred to as the “Adjustment Shares”).  


16 











                                (iii)                 In
the event that the number of Common Shares of the Company which are           authorized
by the Company’s Declaration of Trust (as the same may be           amended and
restated from time to time) 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 the foregoing           subparagraph
(ii) of this Section 11(a), the Company, acting by resolution of           the Board,
shall (A) determine the value of the Adjustment Shares issuable upon           the
exercise of a Right (the “Current Value”) and the amount by which           it
exceeds the Purchase Price attributable to each Right (such excess being
          referred to as the “Spread”), and (B) with respect to each Right
          (subject to Section 7(e) hereof), make adequate provision to substitute for the
          Adjustment Shares, upon the exercise of the Right and payment of the applicable
          Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity
          securities of the Company other than Common Shares of the Company (including,
          without limitation, preferred shares, or units of preferred shares, of
preferred           stock which the Board has deemed to have essentially the same value
or economic           rights as Common Shares of the Company (such shares of preferred
stock being           referred to as “Common Shares Equivalents”)), (4) debt
securities of           the Company, (5) other assets or (6) any combination of the
foregoing which,           when added to any Common Shares of the Company issued upon
such exercise, have           an aggregate value equal to the Current Value (less the
amount of any reduction           in the Purchase Price), where such aggregate value has
been determined by the           Board based upon the advice of a nationally recognized
investment banking firm           selected by the Board; provided, however, that if the
Company shall not have           made adequate provision to deliver value pursuant to
clause (B) above within           thirty 30 days following the later of (x) the first
occurrence of a Section           11(a)(ii) Event and (y) the date on which the Company’s
right of redemption           pursuant to Section 23(a) hereof, as such date may be
amended pursuant to           Section 26 hereof, expires (the later of (x) and (y) being
referred to herein as           the “Section 11(a)(ii) Trigger Date”), then the
Company shall be           obligated to deliver, upon the surrender for exercise of a
Right and without           requiring payment of the Purchase Price, Common Shares of the
Company (to the           extent available) and then, if necessary, cash, which shares
and/or cash have an           aggregate value equal to the Spread. If the Board shall
determine in good faith           that it is likely that sufficient additional Common
Shares of the Company could           be authorized for issuance upon exercise in full of
the Rights, the thirty (30)           day period set forth above may be extended to the
extent necessary, but not more           than ninety (90) days after the Section
11(a)(ii) Trigger Date, in order that           the Company may seek shareholder
approval, if required, for the authorization of           such additional shares (such
period, as it may be extended being referred to           herein as the “Substitution
Period”). To the extent that the Company           determines that action should be
taken pursuant to the first and/or second           sentences of this Section 11(a)(iii),
the Company (x) shall provide, subject to           Section 7(e) hereof, that such action
shall apply uniformly to all outstanding           Rights and (y) may suspend the
exercisability of the Rights until the expiration           of the Substitution Period in
order to seek any authorization of additional           shares 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 


17 











suspension is no longer in effect.
For purposes           of this Section 11(a)(iii), the value of each Adjustment Share
shall be the           Current Market Price per Common Share of the Company on the
Section 11(a)(ii)           Trigger Date and the value of any Common Shares Equivalents
shall be deemed to           equal the value of the Common Shares of the Company on such
date.  



                        (b)              In
case the Company shall fix a record date for the issuance of rights, options           or
warrants to all holders of Preferred Shares entitling them to subscribe for           or
purchase (for a period expiring within 45 calendar days after such record           date)
Preferred Shares (or shares having the same rights, privileges and           preferences
as the Preferred Shares (“Equivalent Preferred Shares”))           or
securities convertible into Preferred Shares or Equivalent Preferred Shares           at
a price per Preferred Share or per Equivalent Preferred Share (or having a
          conversion price per share, if a security convertible into Preferred Shares or
          Equivalent Preferred Shares) less than the Current Market Price per Preferred
          Share 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 Preferred Shares outstanding on such record date, plus
the number of           Preferred Shares and/or Equivalent Preferred Shares which the
aggregate           subscription or offering price of the total number of Preferred
Shares and/or           Equivalent Preferred Shares 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 Preferred Shares outstanding on such record date,
plus the number of           additional Preferred Shares and/or Equivalent Preferred
Shares 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 consideration shall
be as determined in good faith by           the Board, whose determination shall be
described in a statement filed with the           Rights Agent and shall be conclusive
for all purposes. Preferred Shares 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, options           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 Shares (including any such distribution made in connection with a
          consolidation or merger in which the Company is the continuing or surviving
          corporation) of evidences of indebtedness, cash (other than a regular periodic
          cash dividend out of the earnings or retained earnings of the Company), assets
          (other than a dividend payable in Preferred Shares, but including any dividend
          payable in stock other than Preferred Shares) or subscription rights or
warrants           (excluding those referred to in Section 11(b) hereof), the Purchase
Price to be           in effect after such record date shall be determined by multiplying
the Purchase           Price in effect immediately prior to such record date by a
fraction, the           numerator of which shall be the Current Market Price per
Preferred Share on such           record date, less the fair market value (as determined
in good faith by the           Board, whose determination shall be described in a
statement filed with the           Rights Agent and shall be binding upon the Rights
Agent and the holders of the           Rights) of the portion 


18 











of the cash, assets or evidences of
indebtedness so to be           distributed or of such subscription rights or warrants
applicable to a Preferred           Shares and the denominator of which shall be such
Current Market Price per           Preferred Share. Such adjustments shall be made
successively whenever such a           record date is fixed, and in the event that such
distribution is not so made,           the Purchase Price shall be adjusted to be the
Purchase Price which would have           been in effect if such record date had not been
fixed.  



                        (d)    (i)
For the purpose of any computation hereunder, other than computations made
          pursuant to Section 11(a)(iii) hereof, the Current Market Price per Common
Share           on any date shall be deemed to be the average of the daily closing prices
per           such Common Share for the thirty (30) consecutive Trading Days immediately
prior           to such date, and for purposes of computations made pursuant to Section
          11(a)(iii) hereof, the Current Market Price per Common Share on any date shall
          be deemed to be the average of the daily closing prices per such Common Share
          for the ten (10) consecutive Trading Days immediately following such date; provided,
however, that in the event that the Current Market Price per Common
          Share is determined during a period following the announcement by the issuer of
          such Common Share of (A) a dividend or distribution on such Common Share
payable           in Common Shares or securities convertible into shares of such Common
Shares           (other than the Rights) or (B) any subdivision, combination,
consolidation,           reverse stock split or reclassification of Common Shares, and
the ex-dividend           date for such dividend or distribution, or the record date for
such subdivision,           combination, consolidation, reverse stock split or
reclassification, shall not           have occurred prior to the commencement of the
requisite thirty (30) Trading           Days or ten (10) Trading Day period, as set forth
above, then, and in each such           case, the Current Market Price shall be properly
adjusted to take into account           ex-dividend trading. The closing price for each
day shall be the last sale           price, regular way, or in case no such sale takes
place on such day, the average           of the closing bid and asked prices, regular
way, in either case as reported in           the principal consolidated transaction
reporting system with respect to           securities listed or admitted to trading on
the New York Stock Exchange, or if           the Common Shares are not listed or admitted
to trading on the New York Stock           Exchange, as reported in the principal
consolidated transaction reporting system           with respect to securities listed on
the principal national securities exchange           on which the Common Shares are
listed or admitted to trading, or if the Common           Shares are not listed or
admitted to trading on any national securities           exchange, the last quoted price,
or if not so quoted, the average of the high           bid and low asked prices in the
over-the-counter market, as reported by the           National Association of Securities
Dealers Automated Quotation System           (“NASDAQ”) or such other system
then in use, or if on any such date           the Common Shares 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 Shares selected by
the Board. If the Common Shares are           not publicly held or not so listed, traded
or quoted, and a market maker is not           making a market on any such date, Current
Market Price per share of Common           Shares shall mean the fair value per share as
determined in good faith by the           Board, 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
          Preferred Share shall be determined in the same manner as set forth above for


19 











the Common Shares in clause (i) of
this Section 11(d) (other than the last           sentence thereof). If the Current
Market Price per Preferred Share cannot be           determined in the manner provided
above or if the Preferred Shares are not           publicly held or listed or traded in a
manner described in clause (i) of this           Section 11(d), the Current Market Price
per Preferred Share shall be           conclusively deemed to be an amount equal to 1,000
(as such number may be           appropriately adjusted for such events as stock splits,
stock dividends and           recapitalizations with respect to the Common Shares
occurring after the date of           this Agreement) multiplied by the Current Market
Price per Common Share. If           neither the Common Shares nor the Preferred Shares
are publicly held or so           listed or traded, Current Market Price per Preferred
Shares shall mean the fair           value per share as determined in good faith by the
Board, whose determination           shall be described in a statement filed with the
Rights Agent and shall be           conclusive for all purposes. For all purposes of this
Agreement, the Current           Market Price of one one-thousandth of a Preferred Share
shall be equal to the           Current Market Price of one Preferred Share divided by
1000. The term           “Trading Day” shall mean a day on which the principal
national           securities exchange on which the Common Shares are listed or admitted
to trading           is open for the transaction of business, or if the Common Shares are
not listed           or admitted to trading on any national securities exchange, a
Business Day.  



                        (e)              Anything
herein to the contrary notwithstanding, no adjustment in the Purchase           Price
shall be required unless such adjustment, along with any adjustment           previously
carried forward, would require an increase or decrease of at least           one percent
(1%) in the Purchase Price; provided, however, that any adjustments           which by
reason of this Section 11(e) are not required to be made shall be           carried
forward and taken into account in any subsequent adjustment. All           calculations
under this Section 11 shall be made to the nearest cent or to the           nearest
ten-thousandth of a Common Share or other share or one-millionth of a           Preferred
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 (3) years from the date of the transaction which
          mandates such adjustment or (ii) the Expiration Date.  



                        (f)              If
as a result of an adjustment made pursuant to Section 11(a)(ii) or Section
          13(a) hereof, the holder of any Right thereafter exercised shall become
entitled           to receive any shares of capital stock other than Preferred Shares,
thereafter           the number of such other shares so receivable upon exercise of any
Right and the           Purchase Price thereof (or the number of rights) shall be subject
to adjustment           from time to time in a manner and on terms as nearly equivalent
as practicable           to the provisions with respect to the Preferred Shares contained
in Sections           11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and the
provisions of           Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred
Shares shall           apply on like terms to any such other shares; provided, however,
that the           Company shall not be liable for its inability to reserve and keep
available for           issuance upon exercise of the Rights pursuant to Section
11(a)(ii) a number of           Common Shares of the Company greater than the number then
authorized by the           Company’s Declaration of Trust (as the same may be
amended and restated           from time to time) but not outstanding or reserved for any
other purpose.  


20 











                        (g)              All
Rights originally issued by the Company subsequent to any adjustment made to
          the Purchase Price hereunder shall evidence the right to purchase, at the
          adjusted Purchase Price, the number of one one-thousandths of a Preferred Share
          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 one one-thousandths of           a Preferred
Share (calculated to the nearest one one-millionth of a share)           obtained by (i)
multiplying (x) the number of one one-thousandths of a share           covered by a Right
immediately prior to this adjustment, by (y) the Purchase           Price in effect
immediately prior to such adjustment of the Purchase Price, and           (ii) dividing
the product so obtained by the Purchase Price in effect           immediately after such
adjustment of the Purchase Price.  



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



                        (j)              Irrespective
of any adjustment or change in the Purchase Price or the number of           one
one-thousandths of a Preferred Share issuable upon the 


21 











exercise of the           Rights,
the Rights Certificates theretofore and thereafter issued may continue           to
express the Purchase Price per one one-thousandths of a share and the number           of
one one-thousandths of a share which were expressed in the initial Rights
          Certificates issued hereunder.  



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



                        (l)              In
any case in which this Section 11 shall require that an adjustment in the
          Purchase Price be made effective as of a record date for a specified event, the
          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 number of one
          one-thousandths of a Preferred Share and other capital stock or securities of
          the Company, if any, issuable upon such exercise over and above the number of
          one one-thousandths of a Preferred Share and other capital stock or securities
          of the Company, if any, issuable upon such exercise on the basis of the
Purchase           Price in effect prior to such adjustment; provided, however, that the
Company           shall deliver to such holder a due bill or other appropriate instrument
          evidencing such holder’s right to receive such additional shares
          (fractional or otherwise) or securities upon the occurrence of the event
          requiring such adjustment.  



                        (m)              Anything
in this Section 11 to the contrary notwithstanding, the Company shall           be
entitled to make such adjustments in the Purchase Price, in addition to those
          adjustments expressly required by this Section 11, as and to the extent that in
          its good faith judgment the Board shall determine to be advisable in order that
          any (i) consolidation or subdivision of the Preferred Shares, (ii) issuance
          wholly for cash of any Preferred Shares at less than the Current Market Price,
          (iii) issuance wholly for cash of Preferred Shares or securities which by their
          terms are convertible into or exchangeable for Preferred Shares, (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 Shares
          shall not be taxable to such shareholders.  



                        (n)              The
Company covenants and agrees that it shall not, at any time after the
          Distribution Date, (i) consolidate with any other Person (other than a
          Subsidiary of the Company in a transaction which complies with Section 11(o)
          hereof), (ii) merge with or into any other Person (other than a Subsidiary of
          the Company in a transaction which complies with Section 11(o) hereof) or (iii)
          sell or transfer (or permit any Subsidiary to sell or transfer), in one
          transaction, or a series of related transactions, assets, cash flow or earning
          power aggregating more than 50% of the assets, cash flow or earning power of
the           Company and its Subsidiaries (taken as a whole) to any other Person or
Persons           (other than the Company and/or any of its Subsidiaries in one or more
          transactions each of which complies with Section 11(o) hereof), if (x) at the
          time of or 


22











immediately after such
consolidation, merger, sale or transfer there           are any rights, warrants or other
instruments or securities outstanding or           agreements in effect which would
substantially diminish or otherwise eliminate           the benefits intended to be
afforded by the Rights or (y) prior to,           simultaneously with or immediately
after such consolidation, merger, sale or           transfer, the stockholders of the
Person who constitutes, or would constitute,           the “Principal Party” for
purposes of Section 13(a) hereof shall have           received a distribution of Rights
previously owned by such Person or any of its           Affiliates and Associates.  



                        (o)              The
Company covenants and agrees that, after the Distribution Date, it will not,
          except as permitted by Section 23, Section 26, Section 29 or Section 31 hereof,
          take (or permit any Subsidiary to take) any action if at the time such action
is           taken it is reasonably foreseeable that such action will diminish
substantially           or otherwise eliminate the benefits intended to be afforded by
the Rights.  



                        (p)              Anything
in this Agreement to the contrary notwithstanding, in the event that           the
Company shall at any time after the Rights Dividend Declaration Date and           prior
to the Distribution Date (i) declare a dividend on the outstanding Common
          Shares of the Company payable in Common Shares of the Company, (ii) subdivide
          the outstanding Common Shares of the Company in a manner not covered in (i)
          above or (iii) combine the outstanding Common Shares of the Company into a
          smaller number of shares, (x) the number of one one-thousandths of a Preferred
          Share then purchasable upon exercise of a Right shall be proportionately
          adjusted so that the number of one one-thousandths of a Preferred Share
          purchasable thereafter upon proper exercise of each Right shall equal the
result           obtained by multiplying the number of one one-thousandths of a Preferred
Share           so purchasable immediately prior to such event by a fraction the
numerator of           which shall be the total number of Common Shares of the Company
outstanding           immediately prior to the occurrence of the event and the
denominator of which           shall be the total number of Common Shares of the Company
outstanding           immediately following the occurrence of such event and (y) action
shall be taken           such that each Common Share of the Company outstanding
immediately after such           event shall have issued with respect to it that number
of Rights which each           Common Share of the Company outstanding immediately prior
to such event had           issued with respect to it. The adjustments provided for in
this Section 11(p)           shall be made successively whenever such a dividend is
declared or paid or such           a subdivision, combination or consolidation is
effected. If an event occurs           which would require an adjustment under Section
11(a)(ii) and this Section           11(p), the adjustments provided for in this Section
11(p) shall be in addition           and prior to any adjustment required pursuant to
Section 11(a)(ii).  



                Section
12.     Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is
made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly
prepare a certificate setting forth such adjustment and a brief statement of the facts
accounting for such adjustment, (b) promptly file with the Rights Agent, and with each
transfer agent for the Preferred Shares and the Common Shares of the Company, a copy of
such certificate and (c) if a Distribution Date has occurred, mail a brief summary
thereof to each holder of a Rights Certificate in accordance with Section 25 hereof.
Notwithstanding the foregoing sentence, the failure of the Company to prepare 


23 











such certificate or statement or
make such filings or mailings shall not affect the validity of, or the force or effect
of, the requirement for such adjustment. The Rights Agent shall be fully protected in
relying on any such certificate and on any adjustment therein contained.  



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



                        (a)    
               In the event (a “Section 13 Event”) that, following the
Stock                Acquisition Date, directly or indirectly, (x) the Company shall
consolidate or                otherwise combine with, or merge with or into, any other
Person or Persons                (other than a Subsidiary of the Company in a transaction
which complies with                Section 11(o) hereof), and the Company shall not be
the continuing or surviving                corporation of such consolidation, combination
or merger, (y) any Person or                Persons (other than a Subsidiary of the
Company in a transaction which complies                with Section 11(o) hereof) shall
consolidate or combine with, or merge with or                into, the Company, and the
Company shall be the continuing or surviving                corporation of such
consolidation, combination or merger and, in connection with                such
consolidation, combination or merger, all or part of the outstanding Common
               Shares of the Company shall be changed into or exchanged for stock or
other                securities of any other Person or Persons or cash or any other
property or (z)                the Company shall sell or otherwise transfer (or one or
more of its Subsidiaries                shall sell or otherwise transfer), in one
transaction or a series of related                transactions, assets, cash flow or
earning power aggregating more than 50% of                the assets, cash flow or
earning power of the Company and its Subsidiaries                (taken as a whole) to
any Person or Persons (other than the Company or any                Subsidiary of the
Company in one or more transactions each of which complies                with Section
11(o) hereof); provided, however, that this clause (z) of Section                13(a)
shall not apply to the pro rata distribution by the Company of assets
               (including securities) of the Company or any of its Subsidiaries to all
holders                of the Company’s Common Shares; then, and in each such case
(except as may                be contemplated by Section 13(d) hereof), proper provision
shall be made so that                each holder of a Right, except as provided in
Section 7(e) hereof, shall                thereafter have the right to receive, upon the
exercise thereof at the then                current Purchase Price in accordance with the
terms of this Agreement, such                number of validly authorized and issued,
fully paid, nonassessable and freely                tradable Common Shares of the
Principal Party (as such term is hereinafter                defined), not subject to any
liens, encumbrances, rights of first refusal or                other adverse claims, as
shall be equal to the result obtained by (1)                multiplying the then current
Purchase Price by the number of one one-thousandths                of a Preferred Share
for which a Right is exercisable immediately prior to the                first occurrence
of a Section 13 Event (or, if a Section 11(a)(ii) Event has                occurred prior
to the first occurrence of a Section 13 Event, multiplying the                number of
such one one-thousandths of a share for which a Right was exercisable
               immediately prior to the first occurrence of a Section 11(a)(ii) Event by
the                Purchase Price in effect immediately prior to such first occurrence of
a Section                11(a(ii) Event), and (2) dividing that product (which, following
the first                occurrence of a Section 13 Event, shall be referred to as the
“Purchase                Price” for each Right and for all purposes of this
Agreement) by 50% of the                Current Market Price per Common Share of such
Principal Party on the date of                consummation of such Section 13 Event; (ii)
such Principal Party shall                thereafter be liable for, and shall assume, by
virtue of such Section 13 Event,                


24 











all the obligations and duties of
the Company pursuant to this Agreement; (iii)                the term “Company” shall
thereafter be deemed to refer to such                Principal Party, it being
specifically intended that the provisions of Section                11 hereof shall apply
only to such Principal Party following the first                occurrence of a Section
13 Event; (iv) such Principal Party shall take such                steps (including, but
not limited to, the reservation of a sufficient number of                its Common
Shares) 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 Common
Shares                thereafter deliverable upon the exercise of the Rights; and (v) the
provisions                of Section 11(a)(ii) hereof shall be of no effect following the
first occurrence                of any Section 13 Event.  



                        (b)
                   “Principal Party” shall mean (i) in the case of any
transaction                described in clause (x) or (y) of the first sentence of
Section 13(a) hereof,                (A) the Person that is the issuer of any securities
into which Common Shares of                the Company are converted, changed or
exchanged in such merger, consolidation or                combination, or if there is
more than one such issuer, the issuer the Common                Shares of which has the
greatest aggregate market value or (B) if no securities                are so issued, the
Person that is the other party to such merger (and survives                the merger),
consolidation or combination (or if there is more than one such                Person,
the Person the Common Shares of which has the greatest aggregate market
               value), or if the other party to the merger does not survive the merger,
the                Person that does survive the merger (including the Company if it
survives); and                (ii) in the case of any transaction described in clause (z)
of the first                sentence of Section 13(a), the Person that is the party
receiving the greatest                portion of the assets, cash flow 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, cash flow                or earning power so transferred or
if the Person receiving the greater portion                of the assets, cash flow or
earning power cannot be determined, whichever of                such Persons as is the
issuer of the Common Shares having the greatest aggregate                market value;
provided, however, that in any such case, (1) if the Common Shares                of such
Person are not at such time and have not been continuously over the
               preceding 12-month period registered under Section 12 of the Exchange Act
and                such Person is a direct or indirect Subsidiary of another person the
Common                Shares of which is and has been so registered, “Principal Party” shall
               refer to such other Person; (2) if the Common Shares of such Person are
not and                have not been so registered and such Person is a Subsidiary,
directly or                indirectly, of more than one Person, the Common Shares of two
or more of which                are and have been so registered, “Principal Party” shall
refer to                whichever of such Persons is the issuer of the Common Shares
having the greatest                aggregate market value; and (3) if the Common Shares
of such Person are not and                have not been so registered and 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 party
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.  


25 











                        (c)
                   The Company shall not consummate any Section 13 Event unless the
Principal Party                shall have a sufficient number of authorized Common Shares
which have not been                issued or reserved for issuance to permit the exercise
in full of the Rights in                accordance with this Section 13 and unless prior
thereto the Company and such                Principal Party shall have executed and
delivered to the Rights Agent a                supplemental agreement confirming that the
requirements of Sections 13(a) and                (b) hereof shall promptly be performed
in accordance with their terms and that                such Section 13 Event shall not
result in a default by the Principal Party under                this 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 the date of such Section 13 Event, the Principal Party will  



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







	  	        (ii)
                  take all such other action as may be necessary to
enable the Principal Party to                issue the securities purchasable upon
exercise of the Rights, including but not                limited to the registration or
qualification of such securities under all                requisite securities laws or
jurisdictions of the various states and the listing                of such securities on
such exchanges and trading markets as may be necessary or                appropriate; and  







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







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






                        (d)              Notwithstanding
anything in this Agreement to the contrary, Section 13 shall not           be applicable
to a transaction described in subparagraph (x) or (y) of Section           13(a) if (i)
such transaction is consummated with a Person or Persons (or a           wholly owned
subsidiary of any such Person or Persons) who acquired Common           Shares of the
Company pursuant to a tender offer or exchange offer for all           outstanding Common
Shares of the Company which is a Qualified Offer as such term           is defined in
Section 11(a)(ii) hereof, (ii) the price per Common Share of the           Company
offered in such transaction is not less than the price per Common Share           paid to
all holders of Common Shares of the Company whose shares were purchased
          pursuant to such tender offer or exchange offer and (iii) the form of
          consideration being offered to the remaining holders 


26 











of Common Shares pursuant
          to such transaction is the same as the form of consideration paid pursuant to
          such tender offer or exchange offer. Upon consummation of any such transaction
          contemplated by this Section 13(d), all Rights hereunder shall expire.  



                Section
14.     Fractional Rights and Fractional Shares.  



                        (a)              The
Company shall not be required to issue fractions of Rights, except prior to           the
Distribution Date as provided in Section 11(i) hereof, or to distribute           Rights
Certificates which evidence fractional Rights. In lieu of such fractional
          Rights, there shall be paid to the registered holders of the Rights
Certificates           with regard to which such fractional Rights would otherwise be
issuable, an           amount in cash equal to the same fraction of the current market
value of a whole           Right. For purposes of this Section 14(a), the current market
value of a whole           Right shall be the closing price of the Rights for the Trading
Day immediately           prior to the date on which such fractional Rights would have
been otherwise           issuable. The closing price of the Rights for any day shall be
the last sale           price, regular way, or, in case no such sale takes place on such
day, the           average of the closing bid and asked prices, regular way, in either
case as           reported in the principal consolidated transaction reporting system
with respect           to securities listed or admitted to trading on the New York Stock
Exchange or,           if the Rights are not listed or admitted to trading on the New
York Stock           Exchange, as reported in the principal consolidated transaction
reporting system           with respect to securities listed on the principal national
securities exchange           on which the Rights are listed or admitted to trading, or
if the Rights are not           listed or admitted to trading on any national securities
exchange, the last           quoted price or, if not so quoted, the average of the high
bid and low asked           prices in the over-the-counter market, as reported by the
NASDAQ or such other           system then in use or, if on any such date the Rights are
not quoted by any such           organization, the average of the closing bid and asked
prices as furnished by a           professional market maker making a market in the
Rights selected by the Board.           If on any such date no such market maker is
making a market in the Rights, the           fair value of the Rights on such date as
determined in good faith by the Board           shall be used.  



                        (b)              The
Company shall not be required to issue fractions of Preferred Shares (other
          than fractions which are integral multiples of one one-thousandth of a
Preferred           Shares) upon exercise of the Rights or to distribute certificates
which evidence           fractional Preferred Shares (other than fractions which are
integral multiples           of one one-thousandth of a Preferred Share). In lieu of
fractional Preferred           Shares that are not integral multiples of one
one-thousandth of a Preferred           Share, the Company may pay to the registered
holders of Rights Certificates at           the time such Rights are exercised as herein
provided an amount in cash equal to           the same fraction of the current market
value of one one-thousandth of a           Preferred Share. For purposes of this Section
14(b), the current market value of           one one-thousandth of a Preferred Share
shall be one one-thousandth of the           closing price of a Preferred Share or, if
unavailable, the appropriate           alternative price (in each case as determined
pursuant to Section 11(d)(ii)           hereof) for the Trading Day immediately prior to
the date of such exercise.  



                        (c)              Following
the occurrence of a Triggering Event, the Company shall not be           required to
issue fractions of Common Shares of the Company 


27 











upon exercise of the
          Rights or to distribute certificates which evidence fractional Common Shares of
          the Company. In lieu of fractional Common Shares of the Company, the Company
may           pay to the registered holders of Rights Certificates at the time such
Rights are           exercised as herein provided an amount in cash equal to the same
fraction of the           current market value of one (1) Common Share of the Company.
For purposes of           this Section 14(c), the current market value of one Common
Share of the Company           shall be the closing price of one Common Share of the
Company or, if           unavailable, the appropriate alternative price (in each case as
determined           pursuant to Section 11(d)(i) hereof) for the Trading Day immediately
prior to           the date of such exercise.  



                        (d)              The
holder of a Right by the acceptance of the Rights expressly waives his right           to
receive any fractional Rights or any fractional shares upon exercise of a
          Right, except as permitted by this Section 14.  



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



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



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



                        (b)              after
the Distribution Date, the Rights Certificates are transferable only on           the
registry books of the Rights Agent if surrendered at the principal office or
          offices of the Rights Agent designated for such purposes, duly endorsed or
          accompanied by a proper instrument of transfer and with the appropriate forms
          and certificates fully executed;  



                        (c)              subject
to Section 6(a) and Section 7(f) hereof, the Company and the Rights           Agent may
deem and treat the person in whose name a Rights Certificate 


28 











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



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



                Section
17.     Rights Certificate Holder Not Deemed a Shareholder. No holder, as such, of any Rights
Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the
holder of the number of one one-thousandths of a Preferred Share or any other securities
of the Company which may at any time be issuable on the exercise of the Rights
represented thereby, nor shall anything contained herein or in any Rights Certificate be
construed to confer upon the holder of any Rights Certificate, as such, any of the rights
of a shareholder of the Company or any right to vote for the election of trustees or upon
any matter submitted to shareholders at any meeting thereof, or to give or withhold
consent to any trust action, or to receive notice of meetings or other actions affecting
shareholders (except as provided in Section 24 hereof), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights evidenced by such Rights
Certificate shall have been exercised in accordance with the provisions hereof.  



                Section
18.     Concerning the Rights Agent.  



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


29 











its           administration of this
Agreement in reliance upon any Rights Certificate or           certificate for Common
Shares of the Company or for other securities of the           Company, instrument of
assignment or transfer, power of attorney, endorsement,           affidavit, letter,
notice, direction, consent, certificate, statement or other           paper or document
reasonably believed by it to be genuine and to be signed,           executed and, where
necessary, 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,
          stock transfer or other shareholder services business of the Rights Agent or
any           successor Rights Agent, shall be the successor to the Rights Agent under
this           Agreement without the execution or filing of any paper or any further act
on the           part of any of the parties hereto; provided, however, that such
corporation           would be eligible for appointment as a successor Rights Agent under
the           provisions of Section 21 hereof. If at the time such successor Rights Agent
          shall succeed to the agency created by this Agreement, any of the Rights
          Certificates shall have been countersigned but not delivered, any such
successor           Rights Agent may adopt the countersignature of a predecessor Rights
Agent and           deliver such Rights Certificates so countersigned; and if at that
time any of           the Rights Certificates shall not have been countersigned, any
successor Rights           Agent may countersign such Rights Certificates either in the
name of the           predecessor or in the name of the successor Rights Agent; and in
all such cases,           such Rights Certificates shall have the full force provided in
the Rights           Certificates and in this Agreement.  



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



                Section
20.     Duties of Rights Agent. The Rights Agent undertakes the duties and obligations
imposed by this Agreement upon the following terms and conditions, by all of which the
Company and the holders of Rights Certificates, by their acceptance thereof, shall be
bound:  



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


30 











                        (b)              Whenever
in the performance of its duties under this Agreement the Rights Agent           shall
deem it necessary or desirable that any fact or matter (including, without
          limitation, the identity of any Acquiring Person and the determination of the
          Current Market Price) 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 of
          the Board, the President, any Vice President, the Treasurer or any Assistant
          Treasurer 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 Agreement in
reliance upon such           certificate.  



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



                        (d)              The
Rights Agent shall not be liable for or by reason of any of the statements           of
fact or recitals contained in this Agreement or in the Rights Certificates,           nor
shall it be required to verify the same (except as to its countersignature           on
such Rights Certificates), but all such statements and recitals are and shall
          be deemed to have been made by the Company only.  



                        (e)              The
Rights Agent shall not be under any responsibility in respect of the           validity
of this Agreement or the execution and delivery hereof (except the due
          execution hereof by the Rights Agent) or in respect of the validity or
execution           of any Rights Certificate (except its countersignature thereon); nor
shall it be           responsible for any breach by the Company of any covenant or
condition contained           in this Agreement or in any Rights Certificate; nor shall
it be responsible for           any adjustment required under the provisions of Section
11, Section 13 or           Section 29 hereof or responsible for the manner, method or
amount of any such           adjustment or the ascertaining of the existence of facts
that would require any           such adjustment (except with respect to the exercise of
Rights evidenced by           Rights Certificates after actual notice of any such
adjustment); nor shall it by           any act hereunder be deemed to make any
representation or warranty as to the           authorization or reservation of any Common
Shares or Preferred Share to be           issued pursuant to this Agreement or any Rights
Certificate or as to whether any           Common Shares or Preferred Share will, when so
issued, be validly authorized and           issued, fully paid and nonassessable.  



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



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


31 











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



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



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



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



                Section
21.     Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and
be discharged from its duties under this Agreement upon 30 days’ notice in writing
mailed to the Company, and to each transfer agent of the Common Shares of the Company and
Preferred Shares, by registered or certified mail, and, if such resignation occurs after
the Distribution Date, to the registered holders of the Rights Certificates by
first-class mail. The Company may remove the Rights Agent or any successor Rights Agent
upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the Common Shares of the Company
and Preferred Shares, by registered or certified mail, and, if such removal occurs after
the Distribution Date, to the holders of the Rights Certificates by first-class mail. In
the event the transfer agency relationship in effect between the Company and the Rights
Agent terminates, the Rights Agent will be deemed to resign automatically on the
effective date of such termination, and if there shall be any required notice, it will be
sent by the Company. If the Rights Agent shall resign or be removed or shall otherwise
become incapable of acting, the Company shall appoint a successor to the 


32 











Rights Agent. If the Company shall
fail to make such appointment within a period of 30 days after giving notice of such
removal or after it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who
shall, with such notice, submit his Rights Certificate for inspection by the Company),
then any registered holder of any Rights Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. If no successor Rights Agent
shall have been appointed within 30 days from effectiveness of such removal or
resignation, and no registered holder of any Rights Certificates have applied pursuant to
this Agreement for the appointment of a new Rights Agent, the Company shall be
automatically designated as successor Rights Agent. Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be (a) a legal business entity
organized and doing business under the laws of the United States or of any state of the
United States, in good standing, authorized under such laws to exercise corporate trust,
stock transfer or shareholder services powers, 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 $100,000,000 or (b) an affiliate of a legal
business entity 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 shall 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 Shares of
the Company and the Preferred Shares and, if such appointment occurs after the
Distribution Date, mail a notice thereof in writing to the registered holders of the
Rights Certificates. Failure to give any notice provided for in this Section 21, however,
or any defect therein, shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor Rights Agent, as the case
may be.  



                Section
22.     Issuance of New Rights Certificates. Notwithstanding any of the provisions of this
Agreement or of the Rights Certificates to the contrary, the Company may, at its option,
issue new Rights Certificates evidencing Rights in such form as may be approved by the
Board to reflect any adjustment or change in the Purchase Price and the number or kind or
class of shares or other securities or property purchasable under the Rights Certificates
made in accordance with the provisions of this Agreement. In addition, in connection with
the issuance or sale of Common Shares of the Company following the Distribution Date and
prior to the redemption or expiration of the Rights, the Company (a) shall, with respect
to Common Shares of the Company so issued or sold pursuant to the exercise of stock
options or under any employee plan or arrangement, granted or awarded as of the
Distribution Date, or upon the exercise, conversion or exchange of securities hereinafter
issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate
by the Board, issue Rights Certificates representing the appropriate number of Rights in
connection with such issuance or sale; provided, however, that (i) no such Rights
Certificate shall be issued if, and to the extent that, the Company shall be advised by
counsel that such issuance would create a significant risk of material adverse tax
consequences to the Company or the Person to 


33 











whom such Rights Certificate would
be issued and (ii) no such Rights Certificate shall be issued if, and to the extent that,
appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.  




                Section
23.     Redemption and Termination.  



                        (a)              The
Board may, at its option, at any time prior to the earlier of (i) the Close           of
Business on the tenth Business Day following the Stock Acquisition Date (or,           if
the Stock Acquisition Date shall have occurred prior to the Record Date, the
          Close of Business on the tenth Business Day following the Record Date) or (ii)
          the Final Expiration Date, direct the Company to, and if so directed, the
          Company shall, redeem all but not less than all of 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”). Notwithstanding anything
          contained in this Agreement to the contrary, the Rights shall not be
exercisable           after the first occurrence of a Section 11(a)(ii) Event until such
time as the           Company’s right of redemption hereunder has expired. The
Company may, at           its option, pay the Redemption Price in cash, Common Shares of
the Company           (based on the Current Market Price of the Common Shares at the time
of           redemption) or any other form of consideration deemed appropriate by the
Board.  



                        (b)              Immediately
upon the action of the Board (with, if required, the concurrence of           a majority
of the Continuing Trustees) 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 for each Right so held. Promptly after the action           of the Board
ordering the redemption of the Rights, the Company shall give           notice of such
redemption to the Rights Agent and the holders of the then           outstanding Rights
by mailing such notice to all such holders at each           holder’s last address
as it appears upon the registry books of the Rights           Agent or, prior to the
Distribution Date, on the registry books of the transfer           agent for the Common
Shares. Any notice which is mailed in the manner herein           provided shall be
deemed given, whether or not the holder receives the notice.           Each such notice
of redemption will state the method by which the payment of the           Redemption
Price will be made.  



                        (c)              Notwithstanding
the provisions of Section 23(a) hereof, in the event that a           majority of the
Board does not consist of Continuing Trustees (the first           occurrence of such an
event referred to herein as a “Section 23(a)           Event”), then for the
maximum period allowed under Maryland law, following           such Section 23(a) Event,
the Rights shall not be redeemed unless there are           Continuing Trustees and a
majority of the Continuing Trustees concur with the           Board’s decision to
redeem the Rights.  


34 












                Section
24.     Notice of Certain Events.  



                        (a)              In
case the Company shall propose, at any time after the Distribution Date, (i)           to
pay any dividend payable in stock of any class to the holders of Preferred
          Shares or to make any other distribution to the holders of Preferred Shares
          (other than a regular quarterly cash dividend out of earnings or retained
          earnings of the Company), or (ii) to offer to the holders of Preferred Shares
          rights or warrants to subscribe for or to purchase any additional Preferred
          Shares or shares of stock of any class or any other securities, rights or
          options, or (iii) to effect any reclassification of its Preferred Shares (other
          than a reclassification involving only the subdivision of outstanding Preferred
          Shares), or (iv) to effect any consolidation or merger into or with any other
          Person (other than a Subsidiary of the Company in a transaction which complies
          with Section 11(o) hereof), or to effect any sale or other transfer (or to
          permit one or more of its Subsidiaries to effect any sale or other transfer),
in           one transaction or a series of related transactions, of more than 50% of the
          assets, cash flow or earning power of the Company and its Subsidiaries (taken
as           a whole) to any other Person or Persons (other than the Company and/or any
of           its Subsidiaries in one or more transactions each of which complies with
Section           11(o) hereof), or (v) to effect the liquidation, dissolution or winding
up of           the Company, then, in each such case, the Company shall give to each
holder of a           Rights Certificate, to the extent feasible and in accordance with
Section 25           hereof, a notice of such proposed action, which shall specify the
record date           for the purposes of such stock dividend or distribution of rights
or warrants,           or the date on which such reclassification, consolidation, merger,
sale,           transfer, liquidation, dissolution or winding up is to take place and the
date           of participation therein by the holders of the Preferred Shares, 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 twenty (20) days prior to
the           record date for determining holders of the shares of Preferred Shares for
          purposes of such action, and in the case of any such other action, at least
          twenty (20) days prior to the date of the taking of such proposed action or the
          date of participation therein by the holders of the Preferred Shares, whichever
          shall be the earlier.  



                        (b)              In
case any of the events set forth in Section 11(a)(ii) hereof shall occur,           then,
in any such case, (i) the Company shall as soon as practicable thereafter           give
to each holder of a Rights Certificate, to the extent feasible and in
          accordance with Section 25 hereof, a notice of the occurrence of such event,
          which shall specify the event and the consequences of the event to holders of
          Rights under Section 11(a)(ii) hereof, and (ii) all references in the preceding
          paragraph to Preferred Shares shall be deemed thereafter to refer to Common
          Shares of the Company and/or, if appropriate, other securities.  



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




	  	
Senior Housing Properties Trust

400 Centre Street

Newton, Massachusetts 02458





35 











	  	
Attention: President






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




	  	
EquiServe Trust Company, N.A.

150 Royall Street

Canton, MA 02021

Attention: Client Administration






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



                Section
26.     Supplements and Amendments. Prior to the Distribution Date the Company and the Rights
Agent shall, if the Company so directs, supplement or amend any provision of this
Agreement without the approval of any holders of certificates representing Common Shares
of the Company. From and after the Distribution Date, the Company and the Rights Agent
shall, if the Company so directs, supplement or amend this Agreement without the approval
of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct
or supplement any provision contained herein which may be defective or inconsistent with
any other provisions herein, (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 Rights Certificates (other than an Acquiring Person or an Affiliate or
Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate
officer of the Company which states that the proposed supplement or amendment is in
compliance with the terms of this Section 26, the Rights Agent shall execute such
supplement or amendment. Notwithstanding anything herein to the contrary, for the maximum
period allowed under Maryland law, following a Section 23(a) Event, in addition to the
other provisions of this Section 26, this Agreement may be amended or supplemented by the
Board only if there are Continuing Trustees and a majority of the Continuing Trustees
concur with such amendment or supplement. Notwithstanding anything herein to the
contrary, this Agreement may not be amended (other than pursuant to clauses (i) or (ii)
of the preceding sentence) at a time when the Rights are not redeemable. Prior to the
Distribution Date, the interests of the holders of Rights shall be deemed coincident with
the interests of the holders of Common Shares of the Company. In no event will the Rights
Agent be 


36 











required to execute an amendment or
an amended and restated or renewed rights agreement, which is materially adverse to the
interests of the Rights Agent.  



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



                Section
28.     Determinations and Actions by the Board of Directors, etc. For all purposes of this
Agreement, any calculation of the number of Common Shares of the Company or any other
class of capital stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding Common Shares of the Company 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. The Board (with, where specifically provided for herein, the concurrence of
Continuing Trustees) shall have the exclusive power and authority to administer this
Agreement and to exercise all rights and powers specifically granted to the Board (with,
where specifically provided for herein, the concurrence of Continuing Trustees) or to the
Company, or as may be necessary or advisable in the administration of this Agreement
including, without limitation, the right and power to (a) interpret the provisions of
this Agreement and (b) 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 (with, where specifically provided
for herein, the concurrence of Continuing Trustees), the Continuing Trustees, the Outside
Trustees or the Company in good faith, shall (x) be final, conclusive and binding on the
Company, the Rights Agent, the holders of the Rights and all other parties and (y) not
subject the Board, the Continuing Trustees or the Outside Trustees to any liability to
the holders of the Rights.  




                Section
29.     Exchange.  



                        (a)              The
Board may, at its option, at any time after any Person becomes an Acquiring
          Person, exchange all or part of the then outstanding and exercisable Rights
          (which shall not include Rights that have become void pursuant to the provision
          of Section 7(e) hereof) for Common Shares of the Company at an exchange ratio
of           one Common Share of the Company 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 shall not be empowered
to           effect such exchange at any time after any Person (other than a Person
          qualifying as an Exempt Person under clauses (i), (ii), (iii) or (vi) under the
          definition of Exempt Person herein), together with all Affiliates and
Associates           of such Person, becomes the Beneficial Owner of 50% or more of the
Common Shares           of the Company then outstanding.  



                        (b)              Immediately
upon the action of the Board ordering the exchange of any Rights           pursuant to
paragraph (a) of this Section 29 and without any 


37 











further action and           without
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           Common
Shares of the Company 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, prior to the Distribution Date, on the registry books
of           the Transfer Agent for the Common Shares. Any notice which is mailed in the
          manner herein provided shall be deemed given, whether or not the holder
receives           the notice. Each such notice of exchange will state the method by
which the           exchange of the Common Shares of the Company for Rights will be
effected and, in           the event of any partial exchange, the number of Rights which
will be exchanged.           Any partial exchange shall be effected pro rata based on the
number of Rights           (other than Rights which have become void pursuant to the
provisions of Section           7(e) hereof) held by each holder of Rights.  



                        (c)              In
any exchange pursuant to this Section 29, the Company, at its option, may
          substitute Preferred Shares (or Equivalent Preferred Shares, as such term is
          defined in Section 11(b) hereof) for Common Shares of the Company exchangeable
          for Rights, at the initial rate of one one-thousandth of a Preferred Share (or
          Equivalent Preferred Share) for each Common Share of the Company, as
          appropriately adjusted to reflect stock splits, stock dividends and other
          similar transactions.  



                        (d)              In
the event that there shall not be sufficient Common Shares of the Company
          issued but not outstanding or authorized but unissued to permit any exchange of
          Rights as contemplated in accordance with this Section 29, the Company shall
          take all such action as may be necessary to authorize additional Common Shares
          of the Company for issuance upon exchange of the Rights.  



                        (e)              The
Company shall not be required to issue fractions of Common Shares of the
          Company or to distribute certificates which evidence fractional Common Shares
of           the Company. In lieu of such fractional Common Shares of the Company, there
          shall be paid to the registered holders of the Rights Certificates with regard
          to which such fractional Common Shares of the Company would otherwise be
          issuable an amount in cash equal to the same fraction of the current market
          value of a whole Common Share of the Company. For the purposes of this
paragraph           (e), the current market value of a whole Common Share of the Company
shall be           the closing price of a Common Share of the Company or, if unavailable,
the           appropriate alternative price (in each case as determined pursuant to
Section           11(d)(i) hereof) for the Trading Day immediately prior to the date on
which the           Board takes action ordering an exchange pursuant to this Section 29.  



                Section
30.     Benefits of this Agreement. Nothing in this Agreement shall be construed to give to
any Person other than the Company, the Rights Agent and the registered holders of the
Rights Certificates (and, prior to the Distribution Date, registered holders of the
Common Shares of the Company) any legal or equitable right,  


38 











remedy or claim under this
Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company,
the Rights Agent and the registered holders of the Rights Certificates (and, prior to the
Distribution Date, registered holders of the Common Shares of the Company).  



                Section
31.     Severability. If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be affected, impaired
or invalidated; provided, however, that notwithstanding anything in this Agreement to the
contrary, if any such term, provision, covenant or restriction is held by such court or
authority to be invalid, void or unenforceable and the Board determines in its good faith
judgment that severing the invalid language from this Agreement would adversely affect
the purpose or effect of this Agreement, the right of redemption set forth in Section 23
hereof shall be reinstated and shall not expire until the Close of Business on the tenth
Business Day following the date of such determination by the Board. Without limiting the
foregoing, if any provision of this Agreement requiring that a determination be made by
the Board with the concurrence of a majority of the Continuing Trustees or the Outside
Trustees is held by a court of competent jurisdiction or other authority to be invalid,
void or unenforceable, such determination shall then be made by the Board in accordance
with applicable law and the Company’s Declaration of Trust (as the same may be
amended and restated from time to time) and Bylaws (as the same may be amended and
restated from time to time).  



                Section
32.     Governing Law. This Agreement, each Right and each Rights Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of Maryland
and shall for all purposes be governed by and construed in accordance with the laws of
the State of Maryland applicable to contracts made and to be performed entirely within
the State of Maryland, including its principles of conflicts of law. The rights and
duties of the Rights Agent hereunder shall be governed by the laws of the State of
Maryland, including its principles of conflicts of law.  



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



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



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


39 










	
          

          Attest:

          By: /s/ Jennifer B. Clark

                Name: Jennifer B. Clark

                Title:   Assistant Secretary	 	
          SENIOR HOUSING PROPERTIES TRUST

          

          By: /s/ David J. Hegarty

                 Name: David J. Hegarty

                 Title:   President, Chief Operating Officer and Secretary





	
          

          

          Attest:

          By: /s/ Douglass Ives

                 Name: Douglass Ives

                 Title: Senior Account Manager	 	
          EQUISERVE TRUST COMPANY, N.A.

          as Rights Agent

          

          By: /s/ Carol Mulvey-Eori

                 Name: Carol Mulvey-Eori

                 Title: Managing Director












40 











Exhibit A 



SENIOR HOUSING
PROPERTIES TRUST 



ARTICLES SUPPLEMENTARY 





        SENIOR
HOUSING PROPERTIES TRUST, a Maryland real estate investment trust, having its principal
office in Baltimore City, Maryland (hereinafter called the “Trust”), hereby
certifies to the State Department of Assessments and Taxation of Maryland that: 



        FIRST:
Pursuant to authority expressly vested in the Board of Trustees by Article VI, Section 6.1
of the Amended and Restated Declaration of Trust of the Trust, dated September 20, 1999 as
amended, (the “Declaration”), the Board of Trustees has duly reclassified
300,000 unissued Common Shares, of the Trust (from among the 80,000,000 Common Shares,
$.01 par value, of the Trust which are authorized) into 300,000 Junior Participating
Preferred Shares, par value $.01 per share, of the Trust. 



        SECOND:
The terms (including the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption) of the Junior Participating Preferred Shares, par value $.01
per share, are as follows:  



1.                 Designation
and Amount. The shares of such series shall be designated as           “Junior
Participating Preferred Shares” and the number of shares           constituting such
series shall be 1,000,000.  



2.                 Dividends
and Distributions.  



        (a)                 Subject
to the prior and superior rights of the holders of any shares of any           series of
Preferred Shares ranking prior and superior to the Junior           Participating
Preferred Shares with respect to dividends (if any), the holders           of Junior
Participating Preferred Shares shall be entitled to receive, when, as           and if
declared by the Board out of funds legally available for the purpose,           quarterly
dividends payable in cash on the 15th day of March, June, September           and
December in each year (each such date being referred to herein as a           “Quarterly
Dividend Payment Date”), commencing on the first Quarterly           Dividend
Payment Date after the first issuance of a Junior Participating           Preferred Share
or fraction thereof, in an amount per share (rounded to the           nearest cent) equal
to the greater of (X) $5 or (Y) subject to the provision for           adjustment
hereinafter set forth, 1,000 times the aggregate per share amount of           all cash
dividends, plus 1,000 times the aggregate per share amount (payable in           kind) of
all non-cash dividends or other distributions, other than a dividend           payable in
common shares of beneficial interest, par value $.01 per share, of           the Trust
(the “Common Shares”) or a subdivision of the outstanding           Common
Shares (by reclassification or otherwise), declared on the Common Shares,           since
the immediately  











preceding Quarterly Dividend Payment Date, or, with           respect to
the first Quarterly Dividend Payment Date, since the first issuance           of any
Junior Participating Preferred Share or fraction thereof. In the event           the
Trust shall at any time after March 10, 2004 (the “Rights Declaration           Date”)
(i) declare any dividend on Common Shares payable in Common Shares,           (ii)
subdivide the outstanding Common Shares or (iii) combine the outstanding           Common
Shares into a smaller number of shares, then in each such case the amount           to
which holders of shares of Junior Participating Preferred Shares were           entitled
immediately prior to such event under clause (Y) of the preceding           sentence
shall be adjusted by multiplying such amount by a fraction, the           numerator of
which is the number of Common Shares outstanding immediately after           such event
and the denominator of which is the number of Common Shares that were
          outstanding immediately prior to such event.  



        (b)        The
Board shall declare a dividend or distribution on the Junior           Participating
Preferred Shares as provided in paragraph (a) above immediately           after it
declares a dividend or distribution on the Common Shares (other than a           dividend
payable in Common Shares); provided that, in the event no dividend or
          distribution shall have been declared on the Common Shares during the period
          between any Quarterly Dividend Payment Date and the next subsequent Quarterly
          Dividend Payment Date, a dividend of $5 per share on the Junior Participating
          Preferred Shares shall nevertheless be payable on such subsequent Quarterly
          Dividend Payment Date.  



        (c)                 Dividends
shall begin to accrue and be cumulative on outstanding Junior           Participating
Preferred Shares from the Quarterly Dividend Payment Date next           preceding the
date of issue of such Junior Participating Preferred Shares unless           the date of
issue of such shares is prior to the record date for the first           Quarterly
Dividend Payment Date, in which case dividends on such shares shall           begin to
accrue from the date of issue of such shares, or unless the date of           issue is a
Quarterly Dividend Payment Date or is a date after the record date           for the
determination of holders of Junior Participating Preferred Shares           entitled to
receive a quarterly dividend and before such Quarterly Dividend           Payment Date,
in either of which events such dividends shall begin to accrue and           be
cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
          dividends shall not bear interest. Dividends paid on the Junior Participating
          Preferred Shares in an amount less than the total amount of such dividends at
          the time accrued and payable on such shares shall be allocated pro rata on a
          share-by-share basis among all such shares at the time outstanding. The Board
          may fix a record date for the determination of holders of Junior Participating
          Preferred Shares entitled to receive payment of a dividend or distribution
          declared thereon, which record date shall be not less than 10 and not more than
          60 days prior to the date fixed for the payment thereof.  



3.              Voting
Rights. The holders of Junior Participating Preferred Shares shall have           the
following voting rights:  



        (a)                 Subject
to the provision for adjustment hereinafter set forth, each Junior
          Participating Preferred Share shall entitle the holder thereof to 1,000 votes
on           all matters submitted to a vote of the shareholders of the Trust. In the
event           that the Board shall at  


A-2 











any time after the Rights Declaration Date (i)
declare           any dividend on Common Shares payable in Common Shares, (ii) subdivide
the           outstanding Common Shares or (iii) combine the outstanding Common Shares
into a           smaller number of shares, then in each such case the number of votes per
share           to which holders of Junior Participating Preferred Shares were entitled
          immediately prior to such event shall be adjusted by multiplying such number by
          a fraction the numerator of which is the number of Common Shares outstanding
          immediately after such event and the denominator of which is the number of
          Common Shares that were outstanding immediately prior to such event.  



        (b)      Except
as otherwise provided herein or by law, the holders of Junior Participating Preferred
Shares and the holders of Common Shares shall vote together as one class on all matters
submitted to a vote of shareholders of the Trust. 



        (c)         (i)  If
at any time dividends on any Junior Participating Preferred Shares shall           be in
arrears in an amount equal to six (6) quarterly dividends thereon, the
          occurrence of such contingency shall mark the beginning of a period (a
          “Default Period”) which shall extend until such time when all accrued
          and unpaid dividends for all previous quarterly dividend periods and for the
          current quarterly dividend period on all Junior Participating Preferred Shares
          then outstanding shall have been declared and paid or set apart for payment.
          During each Default Period, all holders of Preferred Shares (including holders
          of the Junior Participating Preferred Shares) with dividends in arrears in an
          amount equal to six (6) quarterly dividends thereon, voting as a class,
          irrespective of series, shall have the right to elect two (2) Trustees.  



                (ii)           During
any Default Period, such voting right of the holders of Junior           Participating
Preferred Shares may be exercised initially at a special meeting           called
pursuant to subparagraph (iii) of this Section 3(c) or at an annual           meeting of
shareholders, and thereafter at annual meetings of shareholders,           provided that
neither such voting right nor the right of the holders of any           other series of
Preferred Shares, if any, to increase, in certain cases, the           authorized number
of Trustees shall be exercised unless the holders of ten           percent (10%) in
number of Preferred Shares outstanding shall be present in           person or by proxy.
The absence of a quorum of the holders of Common Shares           shall not affect the
exercise by the holders of Preferred Shares of such voting           right. At any
meeting at which the holders of Preferred Shares shall exercise           such voting
right initially during an existing Default Period, they shall have           the right,
voting as a class, to elect Trustees to fill up to two (2) vacancies,           if any,
in the Board or, if such right is exercised at an annual meeting, to           elect two
(2) Trustees. The holders of Preferred Shares shall have the right to           make such
increase in the number of Trustees as shall be necessary to permit the           election
by them at any special meeting of two (2) Trustees. After the holders           of
Preferred Shares shall have exercised their right to elect Trustees in any
          Default Period and during the continuance of such period, the number of
Trustees           shall not be increased or decreased except by vote of the holders of
Preferred           Shares as herein provided or pursuant to the rights of any equity
securities           ranking senior to or pari passu with the Junior Participating
Preferred Shares,           if any.  


A-3 











                (iii)                 Unless
the holders of Preferred Shares shall, during an existing Default Period,           have
previously exercised their right to elect Trustees, the Board may order, or           any
shareholder or shareholders owning in the aggregate not less than ten           percent
(10%) of the total number of Preferred Shares outstanding, irrespective           of
series, may request, the calling of a special meeting of the holders of
          Preferred Shares, which meeting shall thereupon be called by the Board or the
          President, any Vice President or the Secretary of the Trust. The Secretary of
          the Trust shall give notice of such meeting and of any annual meeting at which
          holders of Preferred Shares are entitled to vote pursuant to this paragraph
          (c)(iii) to each holder of record of Preferred Shares by mailing a copy of such
          notice to him at his last address as the same appears on the books of the
Trust.           Such meeting shall be called for a time not earlier than fifteen (15)
days and           not later than sixty (60) days after such order or request. If such
meeting is           not called within sixty (60) days after such order or request, such
meeting may           be called on similar notice by any shareholder or shareholders
owning in the           aggregate not less than ten percent (10%) of the total number of
Preferred           Shares outstanding. Notwithstanding the provisions of this paragraph
(c)(iii),           no such special meeting shall be called during the period within
sixty (60) days           immediately preceding the date fixed for the next annual
meeting of the           shareholders.  



                (iv)                 In
any Default Period, the holders of Common Shares, and (if applicable)           other
classes of shares of beneficial interest of the Trust (all Trust shares           being
referred to as “Shares”), shall continue to be entitled to elect           the
whole number of Trustees until the holders of Preferred Shares shall have
          exercised their rights to elect two (2) Trustees voting as a class, after the
          exercise of which right, (X) the Trustees so elected by the holders of
Preferred           Shares shall continue in office until their successors shall have
been elected           by such holders or until the expiration of the Default Period, and
(Y) any           vacancy in the Board shall (except as provided in paragraph (c)(ii) of
this           Section 3) be filled by vote of a majority of the remaining Trustees
theretofore           elected by the holders of the class or classes of Shares which
elected the           Trustee whose office shall have become vacant. References in this
paragraph (c)           to Trustees elected by the holders of a particular class of
Shares shall include           Trustees elected by such Trustees to fill vacancies as
provided in clause (Y) of           the foregoing sentence.  



                (v)                 Immediately
upon the expiration of a Default Period, (X) the right of the           holders of
Preferred Shares as a class to elect Trustees shall cease, (Y) the           term of any
Trustees elected by the holders of Preferred Shares as a class shall           terminate,
and (Z) the number of Trustees shall be such number as may be           provided for in
the Declaration, any Article Supplementary or the By-Laws of the           Trust,
irrespective of any increase made pursuant to the provisions of paragraph
          (c)(ii) of this Section 3 such number being subject, however, to change
          thereafter in any manner provided by law, or in the Declaration, any Article
          Supplementary or the By-Laws of the Trust). Any vacancies in the Board effected
          by the provisions of clauses (Y) and (Z) in the preceding sentence may be
filled           by a majority of the remaining Trustees.  



        (d)                 Except
as set forth herein, holders of Junior Participating Preferred Shares           shall
have no special voting rights and their consent shall not be required           (except
to the  


A-4 











extent they are entitled to vote with holders of Common Shares as           set
forth herein) for taking any trust action.  



4.                 Certain
Restrictions.  



        (a)                 Whenever
quarterly dividends or other dividends or distributions payable on the           Junior
Participating Preferred Shares as provided in Section 2 are in arrears,
          thereafter and until all accrued and unpaid dividends and distributions,
whether           or not declared, on Junior Participating Preferred Shares outstanding
shall have           been paid in full, the Trust shall not:  



                (i)                 declare
or pay dividends on, make any other distributions on, or redeem or           purchase or
otherwise acquire for consideration any Shares ranking junior           (either as to
dividends or upon liquidation, dissolution or winding up) to the           Junior
Participating Preferred Shares;  



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



                (iii)                redeem
or purchase or otherwise acquire for consideration Shares ranking on a           parity
(either as to dividends or upon liquidation, dissolution or winding up)           with
the Junior Participating Preferred Shares provided that the Trust may at           any
time redeem, purchase or otherwise acquire any such parity Shares in           exchange
for any Shares ranking junior (either as to dividends or upon           dissolution,
liquidation or winding up) to the Junior Participating Preferred           Shares;  



                (iv)                purchase
or otherwise acquire for consideration any Junior Participating           Preferred
Shares, or any Shares ranking on a parity with the Junior           Participating
Preferred Shares, except pursuant to Section 4(a)(iii) or in           accordance with a
purchase offer made in writing or by publication (as           determined by the Board)
to all holders of such shares upon such terms as the           Board, 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
Trust shall not permit any subsidiary of the Trust to purchase or           otherwise
acquire for consideration any Shares of the Trust unless the Trust           could, under
paragraph (a) of this Section 4, purchase or otherwise acquire such           shares at
such time and in such manner.  



5.                 Reacquired
Shares. Any Junior Participating Preferred Shares, purchased or           otherwise
acquired by the Trust in any manner whatsoever shall be retired and           cancelled
promptly  


A-5 











after the acquisition thereof. All such shares shall upon           their
cancellation become authorized but unissued Preferred Shares and may be
          reissued as part of a new series of Preferred Shares to be created by
resolution           or resolutions of the Board, subject to the conditions and
restrictions on           issuance set forth herein.  



6.                 Liquidation,
Dissolution or Winding Up.  



        (a)                 Upon
any liquidation (voluntary or otherwise), dissolution or winding up of the
          Trust, no distribution shall be made to the holders of Shares ranking junior
          (either as to dividends or upon liquidation, dissolution or winding up) to the
          Junior Participating Preferred Shares, unless, prior thereto, the holders of
          Junior Participating Preferred Shares shall have received $1,000.00 per share,
          plus an amount equal to accrued and unpaid dividends and distributions thereon,
          whether or not declared, to the date of such payment (the “Liquidation
          Preference”). Following the payment of the full amount of the Liquidation
          Preference, no additional distributions shall be made to the holders of Junior
          Participating Preferred Shares, unless, prior thereto, the holders of Common
          Shares shall have received an amount per share (the “Common
          Adjustment”) equal to the quotient obtained by dividing (i) the
Liquidation           Preference by (ii) 1,000 (as appropriately adjusted as set forth in
subparagraph           (c) below to reflect such events as stock splits, stock dividends
and           recapitalization with respect to the Common Shares) (such number in clause
(ii)           immediately above being referred to as the “Adjustment Number”).
          Subject to the rights of any other series of Preferred Shares then outstanding,
          if any, following the payment of the full amount of the Liquidation Preference
          and the Common Adjustment in respect of all outstanding shares of Junior
          Participating Preferred Shares and Common Shares, respectively, holders of
          Junior Participating Preferred Shares and holders of shares of Common Shares
          shall receive their ratable and proportionate share of the remaining assets to
          be distributed in the ratio of the Adjustment Number to one (1) with respect to
          such Junior Participating Preferred Shares and Common Shares, on a per Share
          basis, respectively.  



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



        (c)                 In
the event the Trust shall at any time after the Rights Declaration Date (i)
          declare any dividend on Common Shares payable in Common Shares, (ii) subdivide
          the outstanding Common Shares or (iii) combine the outstanding Common Shares
          into a smaller number of shares, then in each such case the Adjustment Number
in           effect immediately prior to such event shall be adjusted by multiplying such
          Adjustment Number by a fraction the numerator of which is the number of Common
          Shares  


A-6











outstanding immediately after such event and the denominator of which is
          the number of shares of Common Shares that were outstanding immediately prior
to           such event.  



7.                 Consolidation,
Merger, etc. In case the Trust shall enter into any           consolidation, merger,
combination or other transaction in which the Common           Shares are exchanged for
or changed into other stock or securities, cash or any           other property, then in
any such case the Junior Participating Preferred Shares           shall at the same time
be similarly exchanged or changed in an amount per share           (subject to the
provision for adjustment hereinafter set forth) equal to 1,000           times the
aggregate amount of shares, securities, cash or any other property           (payable in
kind), as the case may be, into which or for which each Common Share           is changed
or exchanged. In the event the Trust shall at any time after the           Rights
Declaration Date (i) declare any dividend on Common Shares payable in           Common
Shares, (ii) subdivide the outstanding Common Shares or (iii) combine the
          outstanding Common Shares into a smaller number of Shares, then in each such
          case the amount set forth in the preceding sentence with respect to the
exchange           or change of Junior Participating Preferred Shares shall be adjusted
by           multiplying such amount by a fraction the numerator of which is the number
of           Common Shares outstanding immediately after such event and the denominator
of           which is the number of Common Shares that were outstanding immediately prior
to           such event.  



8.                 Redemption.
The Junior Participating Preferred Shares shall not be redeemable.  



9.                 Ranking.
The Junior Participating Preferred Shares shall rank junior to all           other series
of the Trust’s Preferred Shares as to the payment of dividends           and the
distribution of assets, unless the terms of any such series shall           provide
otherwise.  



10.                 Amendment.
At such time as Junior Participating Preferred Shares are           outstanding, neither
the Declaration nor this Articles Supplementary shall be           amended, nor shall an
Article Supplementary of the Trust be filed or amended, in           any manner which
would materially alter or change the powers, preferences or           special rights of
the Junior Participating Preferred Shares so as to affect them           adversely
without the affirmative vote of the holders of a majority or more of           the
outstanding Junior Participating Preferred Shares voting separately as a           class.  



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



        IN
WITNESS WHEREOF, SENIOR HOUSING PROPERTIES TRUST has caused these Articles Supplementary
to be signed in its name and on its behalf by a majority of its entire Board of Trustees
and witnessed by its Secretary on March 10, 2004. 


A-7










	
          WITNESS:

          

          

          _______________________________	 	
          SENIOR HOUSING PROPERTIES TRUST

          

          

          By:_______________________________

                [   ], [President or Vice President]






        THE
UNDERSIGNED, [     ] of SENIOR HOUSING PROPERTIES TRUST, with respect to the foregoing
Articles Supplementary of which this Certificate is made a part, hereby acknowledges in
the name and on behalf of said Trust, the foregoing Articles Supplementary to be the act
of said Trust and hereby certifies that the matters and facts set forth herein with
respect to the authorization and approval thereof are true in all material respects under
the penalties of perjury. 


		 	
          _______________________________

          [  ]






A-8 















Exhibit B 




Form of Rights
Certificate 


	Certificate No. R-	 	
          ________ Rights






NOT EXERCISABLE AFTER APRIL 10, 2014
OR EARLIER IF REDEEMED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE
OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON, OR AN
AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT), AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE
RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON
WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING
PERSON. ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME
NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]1  






Rights Certificate 



SENIOR HOUSING
PROPERTIES TRUST 



        This
certifies that __________________________, or registered assigns, is the registered owner
of the number of Rights set forth above, each of which entitles the owner thereof,
subject to the terms, provisions and conditions of the Rights Agreement, dated as of
March 10, 2004 (the "Rights Agreement"), by and between Senior Housing Properties Trust,
a Maryland real estate investment trust (the "Company"), and EquiServe Trust Company,
N.A., a national banking association (the "Rights Agent"), to purchase from the Company
at any time prior to 5:00 P.M. (New York City time), on April 10, 2014, unless such date
is extended prior thereto by the Company's Board of Trustees) (the "Final Expiration
Date") at the office or offices of the Rights Agent designated for such purpose, or at
the office or offices of its successors as Rights Agent, one one-thousandth of a fully
paid, non-assessable, Junior Participating Preferred Share of beneficial interest, par
value $.01 per share, of the Company (the "Preferred Shares"), or in certain
circumstances, to receive cash, property, Common Shares or other securities of the
Company, at a purchase price of $35 per one one-thousandth of a Preferred Share (the
"Purchase Price"), upon presentation and surrender of this Rights Certificate with the
Form of Election to Purchase and related Certificate duly executed. The number of Rights



_________________ 



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














evidenced by this Rights Certificate
(and the number of Preferred Shares which may be purchased upon exercise thereof) set
forth above, and the Purchase Price set forth above, are the number of Rights and the
Purchase Price as of April 10, 2004, respectively, based on the Preferred Shares as
constituted at such date. The Company reserves the right to require prior to the
occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that a
number of Rights be exercised so that only whole Preferred Shares will be issued.  



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



        As
provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred
Shares (or the amount of cash, property, Common Shares or other securities) which may be
purchased upon the exercise of the Rights evidenced by this Rights Certificate are
subject to modification and adjustment upon the happening of certain events, including
those events specified in Section 11(a)(ii) and Section 13 of the Rights Agreement. 



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



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


B-2











        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 $.01 per Right at any
time prior to the earlier of the close of business on (i) the tenth business day
following the Stock Acquisition Date (as such time period may be extended pursuant to the
Rights Agreement) and (ii) the Final Expiration Date. In the event that a majority of the
Board is no longer comprised of Continuing Trustees, then for the maximum period allowed
under Maryland law following the time that a majority of the Board is no longer comprised
of Continuing Trustees, the rights cannot be redeemed unless there are Continuing
Trustees and a majority of the Continuing Trustees concur with the Board's decision to
redeem the rights. In addition, under certain circumstances, at any time after any person
becomes an Acquiring Person, the Rights may be exchanged, in whole or in part, for Common
Shares or preferred shares of the Company having essentially the same value or economic
rights as such shares. Immediately upon the action of the Board of Trustees of the
Company authorizing any such exchange, and without any further action or any notice, the
Rights (other than Rights which are not subject to such exchange) will terminate and the
Rights will only enable holders to receive the shares issuable upon such exchange. 



        The
Company is not required to issue fractional Preferred Shares upon the exercise of any
Right or Rights evidenced hereby (other than fractions which are integral multiples of
one one-thousandth of a Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts). In lieu thereof, a cash payment may be made, as
provided in the Rights Agreement. 



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



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



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



Dated as of __________________. 


B-3 










	
          	 	
          SENIOR HOUSING PROPERTIES TRUST

          ATTEST:

          

          

          By:_______________________________

                Name:

                Title:






__________________________________

Name:

Secretary







Countersigned:


[Rights Agent]



By: _______________________________









B-4 












Form of Reverse Side of
Rights Certificate 






FORM OF ASSIGNMENT 



(To be executed by the
registered holder if such

holder desires to transfer the Rights Certificate.)  



FOR VALUE RECEIVED
_______________________________________ hereby sells, assigns and transfers unto

________________________________________________________________________

                 (Please print name and address of transferee) 

this Rights Certificate, together with all rights,
title and interest therein, and does hereby irrevocably constitute and appoint
________________________ Attorney, to transfer the within Rights Certificate on the books
of the within-named Company, with full power of substitution.  






Dated:______________________  


		 	
          _______________________________

          Signature







Signature Guaranteed:  












Certificate 





        The
undersigned hereby certifies by checking the appropriate boxes that: 



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



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






Dated:______________________  


		 	
          _______________________________

          Signature






Signature Guaranteed:  








NOTICE 



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












FORM OF ELECTION TO
PURCHASE 



(To be executed by the
registered holder if such holder desires

to exercise Rights represented by the Rights Certificate.)  






TO: SENIOR HOUSING
PROPERTIES TRUST 



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



Please insert social security

or other identifying number:_______________________ 






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

(Please print name and address)

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





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



Please insert social security

or other identifying number:_______________________ 





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

(Please print name and address)

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






Dated:______________________  


		 	
          _______________________________

          Signature






Signature Guaranteed:  












Certificate 







        The
undersigned hereby certifies by checking the appropriate boxes that: 



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



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





Dated:______________________  


		 	
          _______________________________

          Signature






Signature Guaranteed:  







NOTICE 



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












Exhibit C 




SUMMARY OF RIGHTS

TO PURCHASE PREFERRED SHARES 



        On
March 10, 2004, the Board of Trustees of Senior Housing Properties Trust (the
“Company”) declared a dividend distribution of one right for each of the
Company’s outstanding common shares of beneficial interest, par value $.01 per share
(the “Common Shares”), to holders of record of the Common Shares at the close of
business on April 10, 2004. Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a preferred share of beneficial interest, par value $.01 per
share, of the Company (the “Preferred Shares”) or in certain circumstances, to
receive cash, property, Common Shares or other securities of the Company, at a Purchase
Price of $35 per one one-thousandth of a Preferred Share, subject to adjustment (the
“Rights”). The description and terms of the Rights are set forth in a Rights
Agreement (the “Rights Agreement”) between the Company and EquiServe Trust
Company, N.A., as Rights Agent. 



        Initially,
the Rights will be attached to all certificates representing the Common Shares and no
separate Rights Certificates will be distributed. Subject to certain exceptions specified
in the Rights Agreement, the Rights will separate from the Common Shares and a
Distribution Date will occur upon the earlier of (i) 10 business days (or such later date
as the Company’s Board of Trustees may determine before a Distribution Date occurs)
following a public announcement by the Company that a person or group of affiliated or
associated persons (an “Acquiring Person”) has acquired beneficial ownership of
10% or more of the outstanding Common Shares (the date of such announcement being the
“Stock Acquisition Date”) or (ii) 10 business days (or such later date as the
Company’s Board of Trustees may determine before a Distribution Date occurs)
following the commencement of a tender offer or exchange offer that, if consummated, would
result in a person becoming an Acquiring Person. 



        Until
the Distribution Date, (i) the Rights will be evidenced by the certificates for Common
Shares and will be transferred with and only with such Common Share certificates, (ii) new
Common Share certificates will contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any certificates for Common Shares
outstanding will also constitute the transfer of the Rights associated with the Common
Shares represented by such certificates. 



        The
Rights are not exercisable until the Distribution Date and will expire at the close of
business on April 10, 2014, unless such date is extended or the Rights are earlier
redeemed or exchanged by the Company as described below. 



        As
soon as practicable after the Distribution Date, Rights Certificates will be mailed to
holders of record of the Common Shares as of the close of business on the Distribution
Date and, from and after the Distribution Date, the separate Rights Certificates alone
will represent the Rights. Except for Common Shares issued pursuant  











to exercises of stock
options or as awards under an employee plan or arrangement granted or awarded as of the
Distribution Date or upon the exercise, conversion or exchange of securities issued by the
Company after the date of the Rights Agreement, or as otherwise determined by the Board,
Rights will only be issued with respect to Common Shares that were issued prior to the
Distribution Date. 



        In
the event (a “Flip-In Event”) a Person becomes an Acquiring Person (except
pursuant to a tender or exchange offer for all outstanding Common Shares at a price and on
terms which a majority of the Company’s Outside Trustees (as defined in the Rights
Agreement) determines to be fair and not inadequate and to otherwise be in the best
interests of the Company and its shareholders (a “Qualified Offer”)), each
holder of a Right will thereafter have the right to receive, upon exercise of such Right,
Common Shares (or, in certain circumstances, cash, property or other securities of the
Company) having a Current Market Price (as defined in the Rights Agreement) equal to two
times the exercise price of the Right. Notwithstanding the foregoing, following the
occurrence of any Flip-In Event, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or by
certain related parties) will be null and void in the circumstances set forth in the
Rights Agreement. However, Rights will not be exercisable following the occurrence of any
Flip-In Event until such time as the Rights are no longer redeemable by the Company as set
forth below. 



        For
example, at an exercise price of $35 per Right, each Right not owned by an Acquiring
Person (or by certain related parties) following a Flip-In Event would entitle its holder
to purchase $70 worth of Common Shares (or other consideration, as noted above) for $35.
Assuming that the Current Market Value per Common Shares is $17.50 at such time, the
holder of each valid Right would be entitled to purchase four Common Shares for $35. 



        In
the event (a “Flip-Over Event”) that, at any time on or after the Stock
Acquisition Date, (i) the Company shall take part in a merger or other business
combination transaction and the Company shall not be the surviving entity (other than with
an entity which acquired the shares pursuant to a Qualified Offer) or (ii) the Company
shall take part in a merger or other business combination transaction in which the Company
is the surviving entity and the Common Shares are changed or exchanged (other than with an
entity which acquired the shares pursuant to a Qualified Offer) or (iii) 50% or more of
the Company’s assets, cash flow or earning power is sold or transferred, each holder
of a Right (except Rights which previously have been voided, as set forth above) shall
thereafter have the right to receive, upon exercise, a number of shares of common stock of
the acquiring company having a Current Market Price equal to two times the exercise price
of the Right. 



        At
any time after a person becomes an Acquiring Person and prior to the acquisition by such
person or group of fifty percent (50%) or more of the outstanding Common Shares, the
Company’s Board of Trustees may exchange the Rights (other than Rights owned by such
person or group which have become void), in whole or in part, at  


C-2











an exchange ratio of one
Common Share, or one one-thousandth of a Preferred Share (or of a share of a class or
series of the Company’s preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment). 



        The
Purchase Price payable and the number of Preferred Shares (or the amount of cash, property
or other securities) issuable upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Shares, (ii) if holders of
the Preferred Shares are granted certain rights or warrants to subscribe for Preferred
Shares or convertible securities at less than the Current Market Price of the Preferred
Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular quarterly cash dividends) or of subscription
rights or warrants (other than those referred to above). Pursuant to the Rights Agreement,
the Company reserves the right to require prior to the occurrence of a Triggering Event
that, upon exercise of Rights, a number of Rights be exercised so that only whole
Preferred Shares will be issued. 



        With
certain exceptions, no adjustment in the Purchase Price payable upon exercise of the
Rights will be required until cumulative adjustments amount to at least 1% of the Purchase
Price. The Company is not required to issue fractional Preferred Shares upon the exercise
of any Right. In lieu thereof, a cash payment may be made, as provided in the Rights
Agreement. 



        At
any time until 10 business days following the Stock Acquisition Date, the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per Right (payable in
cash, Common Shares or other consideration deemed appropriate by the Company’s Board
of Trustees). In the event that a majority of the Board is no longer comprised of
Continuing Trustees (a “Section 23(a) Event”), then for the maximum period
allowed under Maryland law following the first occurrence of a Section 23(a) Event, the
rights cannot be redeemed unless there are Continuing Trustees and a majority of the
Continuing Trustees concur with the Board of Trustees’ decision to redeem the rights.
Immediately upon the action of the Company’s Board of Trustees ordering redemption of
the Rights (with, where required, the concurrence of the Continuing Trustees), the Rights
will terminate and the only right of the holders of Rights will be to receive the $.01 per
Right redemption price. The term “Continuing Trustees” means any member of the
Board of Trustees of the Company who was a member of the Board of Trustees prior to the
date of the Rights Agreement, and any person who is subsequently elected to the Board of
Trustees if such person is recommended or approved by a majority of the Continuing
Trustees, but shall not include an Acquiring Person, or an affiliate or associate of an
Acquiring Person, or any representative of the foregoing entities. 



        Until
a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of
the Company, including, without limitation, the right to vote or to receive dividends.
While the distribution of the Rights should not be taxable to shareholders or to the
Company, shareholders may, depending upon the circumstances, recognize taxable 


C-3 











income in
the event that the Rights become exercisable for Common Shares (or cash, property or other
securities) of the Company or for common stock of the acquiring company or in the event of
the redemption of the Rights as set forth above. 



        Any
provision of the Rights Agreement may be amended by the Board of Trustees of the Company
prior to the Distribution Date. Thereafter, the provisions of the Rights Agreement may be
amended by the Board of Trustees only in order to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect the interests of holders of
Rights (excluding the interests of any Acquiring Person and certain other related parties)
or to shorten or lengthen any time period under the Rights Agreement. For the maximum
period permitted under Maryland law, following the first occurrence of a Section 23(a)
Event, the Rights Agreement can be amended only if there are Continuing Trustees and a
majority of the Continuing Trustees concur with the amendment. Notwithstanding the
foregoing, after such time as the Rights are not redeemable, the Rights Agreement may only
be amended to cure any ambiguity, defect or inconsistency. 



        As
of April [  ], 2004 there were [     ] Common Shares outstanding and [no] Common Shares in the
Company’s treasury. Each Common Share outstanding at the close of business on the
Record Date will receive one Right. So long as the Rights are attached to the Common
Share, one additional Right (as such number may be adjusted pursuant to the provisions of
the Rights Agreement) shall be deemed to be delivered for each Common Share issued or
transferred by the Company in the future. Three hundred thousand Preferred Shares are
initially reserved for issuance upon exercise of the Rights. 



        A
copy of the Rights Agreement is being filed with the Securities and Exchange Commission as
an Exhibit to a Current Report on Form 8-K dated March 10, 2004. A copy of the Rights
Agreement is available free of charge from the Company or the Rights Agent. This summary
description of the Rights does not purport to be complete and is qualified in its entirety
by reference to the Rights Agreement, which is incorporated herein by reference. 









C-4