Exhibit 4.1




EXHIBIT 4.1



RENEWED RIGHTS AGREEMENT 



by and between 



HRPT 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	11 
	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	14 
	Section 10	Preferred Share Record Date	15 
	Section 11	Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights	16 
	Section 12	Certificate of Adjusted Purchase Price or Number of Shares	24 
	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	29 
	Section 17	Rights Certificate Holder Not Deemed a Shareholder	29 
	Section 18	Concerning the Rights Agent	30 
	Section 19	Merger or Consolidation or Change of Name of Rights Agent	30 
	Section 20	Duties of Rights Agent	31 
	Section 21	Change of Rights Agent	33 
	Section 22	Issuance of New Rights Certificates	33 
	Section 23	Redemption and Termination	34 
	Section 24	Notice of Certain Events	35 
	Section 25	Notices	36 
	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	39 
	Section 31	Severability	39 
	Section 32	Governing Law	39 
	Section 33	Counterparts	39 
	Section 34	Descriptive Headings	40





INDEX OF EXHIBITS 




		
	Exhibit A	Form of Rights Certificate
	Exhibit B	Summary of Rights




ii







RIGHTS AGREEMENT 



        RENEWED
RIGHTS AGREEMENT, dated as of March 10, 2004, between HRPT 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 October 17, 1994, the Board of Trustees of the Company (as hereinafter defined)
adopted a shareholder rights plan (the “1994 Rights Plan”) and executed a
Rights Agreement, dated as of October 17, 1994, between the Company and State Street Bank
and Trust Company, as rights agent (the “1994 Agreement”);  



        WHEREAS,
the 1994 Agreement is scheduled to expire on October 17, 2004; 



        WHEREAS,
on March 10, 2004, the Board of Trustees of the Company determined it desirable and in the
best interests of the Company and its shareholders for the Company to renew the 1994
Agreement upon its expiration and to implement such renewal by executing this Agreement
(as hereinafter defined) and declaring the dividend distribution referred to in the next
WHEREAS clause; and  



        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 upon the “Expiration Date” (as defined in the 1994 Agreement) of
the 1994 Agreement (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-hundredth 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:  



        “1994
Agreement” shall have the meaning set forth in the preamble of this Agreement. 



        “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 Renewed 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 


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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. 



        “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 HRPT 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 


3








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. 



        “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 who prior to March 10, 2004 became the
Beneficial Owner of 10% or more of the Common Shares of the Company then outstanding,
unless such Person becomes the Beneficial Owner of (1) 1% or more of the Common Shares of
the Company then outstanding in excess of (2) the percentage of Common Shares of the
Company then outstanding Beneficially Owned by such Person on March 10, 2004 or (bb)
thereafter, whichever such percentage is less; provided, however, that the sum of the
percentages referred to in clause (y)(2) immediately above, plus 1%, shall not be less
than 10%, (vii) any Person who has reported or is required to report its beneficial
ownership of 



4






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 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 October 17, 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 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, 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. 



5





        “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. 



        “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. 



6





        “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. 



        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 A 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



7





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 sent a copy of a Summary of Rights, in substantially the form           attached
as Exhibit B to the 1994 Agreement by first-class, postage prepaid           mail, to
each record holder of the Common Shares of the Company as of the Close           of
Business on November 7, 1994, at the address of such holder then shown on the
          records of the Company. The Company will make available the Summary of Rights
          relating to the 1994 Agreement to any holder of Rights who may so request from
          time to time, prior to the Expiration Date (as defined in the 1994 Agreement).
          The Company will make available, as promptly as practicable following the
Record           Date, a copy of a Summary of Rights in substantially 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 Renewed Rights Agreement between HRPT 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 Renewed Rights Agreement, such
Rights will be evidenced by separate certificates and will no longer be evidenced
 




8





	  	
by this
certificate. The Company will mail to the holder of this certificate a copy of the
Renewed 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
Renewed Rights Agreement, Rights beneficially owned (as such term is defined in the
Renewed 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 Renewed 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.  






        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 A hereto and may have such marks of identification or
          designation and such legends, summaries or endorsements printed thereon as the
          Company may deem appropriate and as are not inconsistent with the provisions of
          this 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-hundredths of a Preferred Share as shall be set forth
therein at the           exercise price set forth therein (such exercise price per one
one-hundredth 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 


9






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


10





        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-hundredths
          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
          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 


11







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-hundredths 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-hundredth of a Preferred Share pursuant to           the
exercise of a Right shall initially be $25 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.  



        (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-hundredth 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-hundredths 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-hundredths 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



12






     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 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
a           future director 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




13





 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
          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 


14






     
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-hundredths 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.  



        (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-hundredths 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-hundredths 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-hundredths 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-hundredths 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  



15






(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.  



        (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 



16






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-hundredths 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-hundredths 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”).  



        (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


17






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 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 



18





     
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 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           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 


19






     
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
          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 100 (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 Share 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-hundredth of a Preferred Share shall be equal to the
          Current Market Price of one Preferred Share divided by 100. 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.




20






        (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.  



        (g)              All
Rights originally issued by the Company subsequent to any adjustment made to
          the Purchase Price hereunder shall evidence the right to purchase, at the
          adjusted Purchase Price, the number of one one-hundredths of a 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-hundredths of a           Preferred
Share (calculated to the nearest one one-millionth of a share)           obtained by (i)
multiplying (x) the number of one one-hundredths 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-hundredths 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-hundredths of a Preferred           Share
for which a Right was exercisable immediately prior to such adjustment.           Each
Right held of record prior to such adjustment of the number of Rights shall
          become that number of Rights (calculated to the nearest 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 


21







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-hundredths of a Preferred Share issuable upon the exercise of the           Rights,
the Rights Certificates theretofore and thereafter issued may continue           to
express the Purchase Price per one one-hundredths of a share and the number           of
one one-hundredths 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-hundredths           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-hundredths of a Preferred
          Share at such adjusted Purchase Price.  



        (l)              In
any case in which this Section 11 shall require that an adjustment in the
          Purchase Price be made effective as of a record date for a specified event, the
          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-hundredths 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-hundredths 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 



22






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 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-hundredths of a Preferred
          Share then purchasable upon exercise of a Right shall be proportionately
          adjusted so that the number of one one-hundredths of a Preferred Share
          purchasable thereafter upon proper exercise of each Right shall equal the
result           obtained by multiplying the number of one one-hundredths 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 



23






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 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 


24





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-hundredths                     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-hundredths 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,                     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, 


25






“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.  



        (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
 





26






	  	
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 Shares 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 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-hundredth



27





of a Preferred
          Shares) upon exercise of the Rights or to distribute certificates which
evidence           fractional Preferred Share (other than fractions which are integral
multiples of           one one-hundredth of a Preferred Share). In lieu of fractional
Preferred Shares           that are not integral multiples of one one-hundredth 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-hundredth of a Preferred Share.           For purposes of this Section 14(b), the
current market value of one           one-hundredth of a Preferred Share shall be one
one-hundredth 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 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.



28






        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 (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-hundredths 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. 



29






        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 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 



30







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.  



        (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  



31





     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 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.




32





        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 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 



33






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 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.


34





     
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.  



        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 



35






        (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:  







		HRPT Properties Trust

400 Centre Street

Newton, Massachusetts 02458

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.


36






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 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 


37






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 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-hundredth 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  





38






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, 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.  




39







        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.  



40









        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. 





	
                

                  Attest:
By: /s/ Jennifer B. Clark


                 Name: Jennifer B. Clark 

                 Title: Assistant Secretary	 	
          HRPT PROPERTIES TRUST

          

          By: /s/   John A. Mannix

                 Name: John A. Mannix

                 Title: President & Chief Operating Officer






	
         

 Attest:
By: /s/ Douglas
Ives 

                 Name: Douglas
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













41







Exhibit A 



Form of Rights
Certificate 



Certificate No. R-
                  ________ Rights 



NOT EXERCISABLE AFTER OCTOBER 17,
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 RENEWED 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
RENEWED 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 



HRPT 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 Renewed Rights Agreement, dated as
of March 10, 2004 (the “Renewed Rights Agreement”), by and between HRPT
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
October 17, 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-hundredth 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 $25 per one
one-hundredth 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
October 17, 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 Renewed Rights Agreement) that a number of Rights be
exercised so that only whole shares of Preferred Stock will be issued. 



        Upon
the occurrence of a Section 11(a)(ii) Event (as such term is defined in the Renewed 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 Renewed
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 Renewed 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
Renewed Rights Agreement, which terms, provisions and conditions are hereby incorporated
herein by reference and made a part hereof and to which Renewed 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 Renewed 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. 



A-2






        Subject
to the provisions of the Renewed 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-hundredth 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 Renewed 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 Renewed 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 Renewed 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 Renewed 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
__________________. 




A-3













	 	HRPT PROPERTIES TRUST









By:_________________________________

Name:

Title:

ATTEST:


_________________________________

Name:
Title:






Countersigned: 

[Rights Agent]


By:___________________________





A-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 Renewed 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: HRPT
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 B 




SUMMARY OF RIGHTS 
TO PURCHASE
PREFERRED SHARES 



        On
March 10, 2004, the Board of Trustees of HRPT 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”) outstanding upon the “Expiration Date” of the Rights Agreement
dated May 20, 1997, between the Company and State Street Bank and Trust Company. Each
Right entitles the registered holder to purchase from the Company one one-hundredth 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 $25 per one
one-hundredth of a Preferred Share, subject to adjustment (the “Rights”). The
description and terms of the Rights are set forth in a Renewed Rights Agreement (the
“Renewed 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 Renewed 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 Renewed 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 October 17, 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 Renewed
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 Renewed 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 Renewed 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 Renewed 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 $25 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 $50 worth of Common Shares (or other consideration, as noted above) for $25.
Assuming that the Current Market Value per Common Shares is $10 at such time, the holder
of each valid Right would be entitled to purchase five Common Shares for $25. 



        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



B-2






Rights owned by such
person or group which have become void), in whole or in part, at an exchange ratio of one
Common Share, or one one-hundredth 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 share 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 Renewed 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 Renewed
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 Renewed 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



B-3






the
Company, shareholders may, depending upon the circumstances, recognize taxable 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 Renewed Rights Agreement may be amended by the Board of Trustees of the
Company prior to the Distribution Date. Thereafter, the provisions of the Renewed 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 Renewed Rights
Agreement. For the maximum period permitted under Maryland law following the first
occurrence of a Section 23(a) Event, the Rights Agreement can only 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 Renewed Rights Agreement may only be amended to cure any ambiguity, defect
or inconsistency. 



        As
of October [   ], 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 Renewed Rights Agreement) shall be deemed to be delivered for each Common Share issued
or transferred by the Company in the future. One million Preferred Shares are reserved for
issuance upon exercise of the Rights. 



        A
copy of the Renewed Rights Agreement has been 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 Renewed 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 Renewed Rights Agreement, which is
incorporated herein by reference. 




B-4