ex_41.htm


     

    


    


    


    LSB
INDUSTRIES, INC.

    (the
Company)

    


    


    


    AND

    


    


    


    UMB BANK,
n.a.

    


    (Rights
Agent)

    


    


    


    


    RENEWED RIGHTS
AGREEMENT

    


     

    


    


    


    


    


    


    Dated as
of December 2, 2008


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    


     

    


                                                                                                         Page

     

    
      	
              Section
      1.

            	
              Certain
      Definitions 

            	
              4

            


    

     

    
      	
              Section
      2.

            	
              Appointment
      of Rights Agent 

            	
              13

            


    

     

    
      	
              Section
      3.

            	
              Issue
      of Right Certificates 

            	
              14

            


    

     

    
      	
              Section
      4.

            	
              Form
      of Right Certificates 

            	
              17

            


    

     

    
      	
              Section
      5.

            	
              Countersignature
      and Registration 

            	
              18

            


    

     

    
      	
              Section
      6.

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

            	
              19

            


    

     

    
      	
              Section
      7.

            	
              Exercise
      of Rights; Purchase Price; Expiration Date of Rights 

            	
              20

            


    

     

    
      	
              Section
      8.

            	
              Cancellation
      and Destruction of Right Certificates 

            	
              23

            


    

     

    
      	
              Section
      9.

            	
              Availability
      of Preferred Shares 

            	
              23

            


    

     

    
      	
              Section
      10.

            	Preferred Shares Record Date	
              25

            


    

     

    
      
        	
                Section
      11.

              	Adjustment of Purchase Price, Number of Shares
      or Number of Rights	
                26

              


      

       

    

    
      
        	
                Section
      12.

              	Certificate of Adjusted Purchase Price or
      Number of Shares	
                39

              


      

       

    

    
      
        	
                Section
      13.

              	Consolidation, Merger or Sale or Transfer of
      Assets or Earning Power	
                40

              


      

       

      
        
          	
                  Section
      14.

                	Fractional Rights and Fractional
    Shares	
                  43

                


        

        
           

          
            	
                    Section
      15.

                  	Rights of Action	
                    45

                  


          

          
             

            
              	
                      Section
      16.

                    	Agreement of Right Holders	
                      46

                    


            

            
               

              
                	
                        Section
      17.

                      	Right Certificate Holder Not Deemed a
      Stockholder	
                        47

                      


              

              
                 

                
                  	
                          Section
      18.

                        	Concerning the Rights Agent	
                          47

                        


                

                
                   

                  
                    	
                            Section
      19.

                          	Merger or Consolidation or Change of Name of
      Rights Agent	
                            48

                          


                  

                  
                     

                    
                      	
                              Section
      20.

                            	Duties of Rights Agent	
                              49

                            


                    

                     

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

     

    
      	
              Section
      21.

            	Change of Rights Agent	
              52

            


    

     

    
      	
              Section
      22.

            	Issuance of New Right Certificates	
              54

            


    

     

    
      	
              Section
      23.

            	Redemption	
              54

            


    

     

    
      	
              Section
      24.

            	Exchange	
              56

            


    

     

    
      	
              Section
      25.

            	Notice of Certain Events	
              58

            


    

     

    
      	
              Section
      26.

            	Notices	
              59

            


    

     

    
      	
              Section
      27.

            	Supplements and Amendments	
              60

            


    

     

    
      	
              Section
      28.

            	Successors	
              61

            


    

    
       

      
        	
                Section
      29.

              	

                Determinations
      and Actions by the Board of the Company

              	
                61

              


      

       

    

    
      	
              Section
      30.

            	Benefits of this Agreement	
              62

            


    

     

    
      	
              Section
      31.

            	Severability	
              62

            


    

     

    
      	
              Section
      32.

            	Governing Law	
              62

            


    

     

    
      	
              Section
      33.

            	Counterparts	
              62

            


    

     

    
      	
              Section
      34.

            	Descriptive Headings	
              63

            


    

     

    
      	
              Section
      35.

            	Effective Date	
              63

            


    

     

    
      	
              Signatures

            	 	
              63

            


    

     

    


    
      	
              Exhibit
      A

            	
              -
      Certificate of Designations for Series 4 Junior Participating Class C
      Preferred Stock

            


    

    


    
      	
              Exhibit
      B

            	
              -
      Form of Right Certificate

            


    

    


    
      	
              Exhibit
      C

            	
              -
      Summary of Rights to Purchase Preferred
Shares

            


    

    



    
      
         


      

      
        ii 


        
          

        

      

      
         


      

    


    RENEWED RIGHTS
AGREEMENT

    


    


    This
RENEWED RIGHTS AGREEMENT, dated as of the 2nd day of
December, 2008, between LSB INDUSTRIES, INC., a Delaware corporation (the
“Company”), and UMB BANK, n.a. (the “Rights Agent”), with such being effective
as of the close of business on January 5, 2009 (the “Effective
Date”).

    


    WITNESSETH

    


    WHEREAS,
on February 17, 1989, the Board of Directors of the Company (the “Board of the
Company”) adopted the original preferred share rights plan of the Company
(“Original Rights Plan”), and executed a Rights Agreement with the Liberty
National Bank & Trust Company of Oklahoma (a predecessor to Bank One, N.A.),
as the rights agent (the “1989 Agreement”);

     

    WHEREAS,
the Original Rights Plan was scheduled to expire during February
1999;

     

    WHEREAS,
on January 6, 1999, the Board of the Company adopted an amended and renewed
preferred share purchase rights plan by executing a new Renewed Rights Agreement
between the Company and Bank One, N.A., as rights agent (the “Existing Rights
Plan”); and

     

    WHEREAS,
the Existing Rights Plan is scheduled to expire on January 5, 2009 (“Existing
Rights Plan Expiration Date”); and

     

    WHEREAS,
the Board of the Company has determined it desirable and in the best interest of
the Company and its stockholders for the Company to adopt and renew the Existing
Rights Plan, with certain changes thereto, effective as of the close of business
on the Existing Rights Plan Expiration Date, which is the expiration date of the
Existing Rights Plan, and to 

     

    
      
        
        

      

      
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    implement
such renewal by executing this Renewed Rights Agreement and declaring the
dividend distribution referred to in the sixth WHEREAS clause herein;
and

     

    WHEREAS,
on the Existing Rights Plan Expiration Date (the “Rights Dividend Declaration
Date”), the Board of the Company authorizes and declares a dividend distribution
of one Right (as hereinafter defined) for each share of Common Stock (as
hereinafter defined) of the Company outstanding upon the Existing Rights Plan
Expiration Date (the “Record Date”) and authorizes the issuance of one Right (as
such number may hereafter be adjusted pursuant to the provisions of Section 11
hereof) for each share of Common Stock of the Company that shall become
outstanding between the Record Date and the earlier of the Distribution Date,
the Redemption Date and the Final Expiration Date (as such terms are hereinafter
defined), and under the certain circumstances thereafter, each Right initially
representing the right to purchase one one-hundredth of a Preferred Share (as
hereinafter defined), upon the terms and subject to the conditions herein set
forth (the “Rights”).

     

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

     

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

     

    (a) “Acquiring
Person” means any Person (other than any Excluded Person) who or which, together
with all Affiliates and Associates (as such terms are hereinafter defined) of
such Person, shall be the Beneficial Owner (as hereinafter defined) of 15% or
more of the shares of Common Stock of the Company then outstanding (other than
as a result of a Permitted Offer (as hereafter defined)), but shall not include
any of the following Persons (collectively, the “Excluded Persons”): (i) the
Company, (ii) any Subsidiary (as hereinafter defined) of the 

     

    
      
        
        

      

      
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    Company,
(iii) any employee benefit plan of the Company or any Subsidiary of the Company,
(iv) any entity holding Common Stock of the Company for or pursuant to the terms
of any such plan, and/or (v) any member or combination of members of the Golsen
Group (as hereinafter defined).  Notwithstanding the foregoing, no
Person shall become an “Acquiring Person” solely as the result of the
acquisition of Common Stock by the Company and/or any Subsidiary of the Company
which, by the Company reducing the number of shares of Common Stock outstanding,
increases the proportionate number of shares of Common Stock of the Company then
outstanding beneficially owned by such Person to 15% or more; provided, however, that if a
Person (other than any of the Excluded Persons) shall become the Beneficial
Owner of 15% or more of the Common Stock of the Company then outstanding
by  reason of share purchases by the Company and/or any Subsidiary of
the Company and shall, after such share purchases by the Company
and/or  any Subsidiary of the Company, become the Beneficial Owner of
additional shares of Common Stock of the Company constituting 1% or more of the
then outstanding shares of Common Stock of the Company, then such Person shall
be deemed to be an “Acquiring Person.”  Notwithstanding the foregoing,
if the Board of the Company determines (upon approval by a majority of the
members of the Board of the Company) in good faith that a Person who would
otherwise be an “Acquiring Person,” as defined pursuant to the foregoing
provisions of this Section 1(a), has become such inadvertently. (including,
without limitation, (A) such Person who was unaware that he, she or it was
the Beneficial Owner of a percentage of the Common Stock that would otherwise
cause such Person to be an Acquiring Person or (B) such Person was unaware of
the extent of its Beneficial Ownership of Common Stock but had no actual
knowledge of the consequences of such Beneficial Ownership under this
Agreement), and without any intention of changing or influencing control of the
Company, and such Person 

     

    
      
        
        

      

      
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    divests,
within 10 Business Days (as hereinafter defined) from the date of such
determination by the Board of the Company, a sufficient number of shares of
Common Stock so that such Person would no longer be an “Acquiring Person”, (or,
in the case solely of Derivative Common Shares, as such term is hereinafter
defined, such Person terminates the subject derivative transaction or
transactions or disposes of the subject derivative security or securities, or
establishes to the sole satisfaction of the Board of the Company that such
Derivative Common Shares are not held with any intention of changing or
influencing control of the Company), then such Person will not be deemed to be
an “Acquiring Person” for any purposes of this Agreement.

     

    (b) “Affiliate”
and “Associate” have the respec­tive meanings ascribed to such terms in Rule
12b-2 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), as in effect on the date of this
Agreement, and, to the extent included within the foregoing clause of this
Section 1(b) shall also include, with respect to any Person (other than an
Excluded Person) whose Common Stock would be deemed constructively owned by such
Person pursuant to the provisions of Section 382 of the Internal Revenue Code
(the “Code”) or any successor provisions or replacement provision, provided
however, that a Person will not be deemed to be an Affiliate or Associate of
another Person solely because either or both persons are or were members of the
Board of the Company.

     

    (c) A Person
will be deemed the “Beneficial Owner” of, and will be deemed to “Beneficially
Own” and have “Beneficial Ownership” of, any securities:

     

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

     

    (ii) which
such Person or any of such Person’s Affiliates or Associates has (A) the right
to acquire (whether such right is exercisable immediately or only after the


     

    
      
        
        

      

      
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    passage
of time) pursuant to any agreement, arrangement or understanding (other than
customary agreements with and between underwriters and selling group members
with respect to a bona fide public offer­ing of securities), whether or not
in writing, or upon the exercise of conversion rights, exchange rights, rights
(other than these Rights), warrants or options, or otherwise; provided, however, that a
Person will not be deemed the Benefi­cial Owner of, or to beneficially own,
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 or exchanged securities are accepted for purchase or exchange; or (B)
the right to vote pursuant to any agreement, arrangement or understanding provided, however, that a
Person will not be deemed the Beneficial Owner of, or to benefi­cially own,
any security if the agreement, arrangement or understanding to vote such
security (1) arises solely from a revocable proxy or consent given to such
Person in response to a public proxy or consent solicitation made pursuant to,
and in accordance with, the applicable rules and regulations promulgated under
the Exchange Act and (2) is not also then reportable on Schedule 13D under the
Exchange Act (or any comparable or successor report); or

     

    (iii) which are
beneficially owned, directly or indirectly, by any other Person with which such
Person or any of such Person’s Affiliates or Associates has any agreement,
arrangement or understanding (other than customary agreements with and between
underwriters and selling group members with respect to a bona fide public
offering of securities) for the purpose of acquiring, holding, voting (except to
the extent contemplated by the proviso to Section 1(c)(ii)(B)) or disposing of
any securities of the Company; or

     

    (iv) that are
the subject of a derivative transaction entered into by such Person, or
derivative security acquired by such Person, which gives such Person the
economic 

     

    
      
        
        

      

      
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    equivalent
of ownership of an amount of such securities due to the fact that the value of
the derivative is explicitly determined by reference to the price or value of
such securities, without regard to whether (a) such derivative conveys any
voting rights in such securities to such Person, (b) the derivative is required
to be, or capable of being, settled through delivery of such securities, or (c)
such Person may have entered into other transactions that hedge the economic
effect of such derivative.  In determining the number of shares of
Common Stock deemed Beneficially Owned by virtue of the operation of this
Section 1(c)(iv), the subject Person shall be deemed to Beneficially Own
(without duplication) the number of Common Stock that are synthetically owned
pursuant to such derivative transactions or such derivative
securities.  Such Common Stock that are deemed as Beneficially Owned
pursuant to the operation of this Section 1(c)(iv) shall be referred to herein
as “Derivative Common Shares.”

     

    Notwithstanding
anything in this definition of Beneficial Ownership to the contrary, the phrase
“then outstanding”, when used with reference to a Person’s Beneficial Ownership
of securities of the Company, means the number of such securities then issued
and outstanding together with the number of such securities not then actually
issued and outstanding which such Person would be deemed to own beneficially
hereunder; provided further, however, that nothing in this Section 1(c) will
cause a Person engaged in business as an underwriter of securities to be the
Beneficial Owner of, or to Beneficially Own, any securities acquired through
such Person’s participation in good faith in an underwriting syndicate until the
expiration of 40 calendar days after the date of such acquisition, or such later
date as the Board of the Company may, in their sole discretion, determine in any
specific case..

     

    
      
        
        

      

      
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    (d) “Agreement”
shall mean this Renewed Rights Agreement as originally executed or as it may
from time to time be supplement, amended, renewed, restated or extended pursuant
to applicable provisions hereof.

     

    (e) “Board of
the Company” has the meaning ascribed to such term as defined in the first
“WHEREAS” clause hereof.

     

    (f) “Business
Day” means any day other than a Saturday, a Sunday, or a day on which banking
institutions in the State of New York or any state of the principal office of
the Rights Agent are authorized or obligated by law or executive order to
close.

     

    (g) “Close of
Business” on any given date means 5:00 P.M., Oklahoma City, Oklahoma time, on
such date; provided, however, that if such date is not a Business Day, Close of
Business  will mean 5:00 P.M., Oklahoma City, Oklahoma time, on the
next succeeding Business Day.

     

    (h) “Common
Stock” when used with reference to the Company means the shares of common stock,
par value $.10 per share, of the Company.  “Common Stock” when used
with reference to any Person other than the Company means the capital stock (or
equity interest) with the greatest voting power of such other Person or, if such
other Person is a Subsidiary of another Person, the Person or Persons which
ultimately control such first-mentioned Person.

     

    (i) “Distribution
Date” has the meaning set forth in Section 3 hereof.

     

    (j) “Excluded
Persons” has the meaning set forth in Section 1(a) hereof.

     

    (k) “Existing
Rights Plan” has the meaning set forth in the third “WHEREAS” clause
hereof.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (l) “Existing
Rights Plan Expiration Date” has the meaning set forth in the fourth WHEREAS
clause hereof.

     

    (m) “Final
Expiration Date” has the meaning set forth in Section 7(a) hereof.

     

    (n) “Golsen
Group” means:

     

    (i) Jack E.
Golsen;

     

    (ii) the
spouse of Jack E. Golsen;

     

    (iii) Barry H.
Golsen, Steven J. Golsen and Linda Golsen Rappaport, who are the children of
Jack E. Golsen;

     

    (iv) any
spouse or children of any Person described in subparagraph (iii) of this Section
1(n);

     

    (v) any
estate of, or the executor or administrator of any estate of, or any guardian or
custodian for, any Person described in subparagraphs (i), (ii), (iii) or (iv) of
this Section 1(n), so long as such executor, administrator, guardian or
custodian is acting only in his, her or its capacity as such;

     

    (vi) any
corporation (including, but not limited to, SBL Corporation, an Oklahoma
corporation, and Golsen Petroleum Corporation, an Oklahoma corporation), general
partnership, limited partnership, limited liability company (including, but not
limited to, the Golsen Family LLC, an Oklahoma limited liability company),
organization or other entity (whether now existing or hereafter formed) of which
at least 80% of the outstanding beneficial voting or equity interest are
beneficially owned, directly or indirectly, either (a) by one or more of the
Persons described in subparagraphs (i), (ii), (iii), (iv), (v), (vii), and
(viii) of this Section 1(n) or (b) by any combination of one or more of the
Persons described in subparagraphs (i), (ii), (iii), (iv), (v), (vii) and (viii)
of this Section 1(n);

     

    
      
        
        

      

      
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    (vii) Any trust
(including any voting trust) of which at least 80% of the outstanding beneficial
voting interest or presumptive interest in principal and income are beneficially
owned, directly or indirectly, either (a) by one or more of the persons
described in subparagraphs (i), (ii), (iii), (iv), (v), (vi), and (viii) of this
Section 1(n) or (b) by any combination of one or more of the person described in
subparagraphs (i), (ii), (iii), (iv), (v), (vi), and (viii) of this Section
1(n); and

     

    (viii) any other
Person who or which is or becomes an Affiliate or Associate of any Person
described in subparagraphs (i), (ii), (iii), (iv), (v), (vi), or (vii) of this
Section 1(n).

     

    (o) “Group”
has the meaning ascribed to such term in Section 13(d)(3) of the Exchange Act,
as in effect on the date of this Agreement.

     

    (p) “Permitted
Offer” means a tender or exchange offer which is for all outstanding shares of
Common Stock of the Company at a price and on terms determined, prior to the
purchase of shares under such tender or exchange offer, by at least a majority
of the members of the Board of the Company who are not officers of the Company
and who are not Acquiring Persons or Affiliates, Associates, nominees or
representatives of an Acquiring Person, to be adequate (taking into account all
factors that such Board of the Company deem relevant including, without
limitation, prices that could reasonably be achieved if the Company or its
assets were sold on an orderly basis designed to realize maximum value) and
otherwise in the best interests of the Company and its stockholders (other than
the Person or any Affiliate or Associate thereof on whose behalf  the
offer is being made) taking into account all factors that such Directors of the
Company may deem relevant.

     

    
      
        
        

      

      
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    (q) “Person”
means any individual, firm, corpora­tion, limited liability company,
partnership (general or limited) or other entity, and shall include any
successor (by merger or otherwise) of such entity.

     

    (r) “Preferred
Shares” means shares of Series 4 Junior Participating Class C Preferred Stock,
no par value, of the Company having the rights and preferences set forth in the
Certificate of Designations attached to this Agreement as Exhibit
A.

     

    (s) “Purchase
Price” has the meaning set forth in Section 7(b) hereof.

     

    (t) “Record
Date” has the meaning set forth in the sixth “WHEREAS” clause
hereof.

     

    (u) “Redemption
Date” has the meaning set forth in Section 7(a) hereof.

     

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

     

    (w) “Right
Certificate” has the meaning set forth in Section 3(a) hereof.

     

    (x) “Shares
Acquisition Date” means the first date of public announcement (which includes,
without implied limitation, a report filed pursuant to Section 13(d) under the
Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has
become such.

     

    (y) “Subsidiary”
of any Person means any corpora­tion, partnership (general or limited),
limited liability company 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 of such corporation or other entity are at the time
directly or indirectly beneficially owned or otherwise controlled by such Person
and any Affiliate or Associate of such Person.

     

    
      
        
        

      

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

     

    (aa) “Transaction”
means any merger, consolidation, or sale of assets described in Section 13(a) or
any acquisition of Common Stock which would result in a Person becoming an
Acquiring Person.

     

    (bb) “1989
Agreement” shall have the meaning set forth in the first “WHEREAS” clause at the
beginning of this Agreement.

     

    (cc) The
following additional terms shall have the meanings defined for such terms in
Sections set forth below:

     

    
      	
              Term

            	
              Section

            
	
              Act

            	
              9(i)

            
	
              Adjusted
      Number of Shares

            	
              11(a)(ii)

            
	
              Adjusted
      Purchase Price

            	
              11(a)(ii)

            
	
              Adjustment
      Shares

            	
              11(a)(ii)

            
	
              Beneficial
      Own

            	
              1(c)

            
	
              Beneficial
      Owner

            	
              1(c)

            
	
              Beneficial
      Ownership

            	
              1(c)

            
	
              Code

            	
              1(b)

            
	
              Company

            	
              Preamble

            
	
              Company

            	
              13(a)

            
	
              Derivative
      Common Shares

            	
              1(c)

            
	
              Effective
      Date

            	
              Preamble

            
	
              Exchange
      Act

            	
              1(b)

            
	
              Exchange
      Ratio

            	
              24(a)

            
	
              NASDAQ

            	
              11(d)

            
	
              Original
      Rights Plan

            	
              Preamble

            
	
              Proration
      Factor

            	
              11(a)(ii)

            
	
              Rights

            	
              Preamble

            
	
              Rights
      Agent

            	
              Preamble

            
	
              Rights
      Dividend Declaration Date

            	
              Preamble

            
	
              Security

            	
              11(d)

            
	
              Trading
      Day

            	
              11(d)

            


    

     

    Section
2. Appointment of Rights
Agent.  The Company hereby appoints the Rights Agent to act as
agent for the Company in accordance with the terms and conditions hereof, and


     

    
      
        
        

      

      
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    the
Rights Agent hereby accepts such appointment.  The Company may from
time to time appoint such co-Rights Agents as it may deem necessary or
desirable.

     

    Section
3. Issue of Right
Certificates.

     

    (a) Until the
earlier of (i) the Close of Business on the 10th day
after the Share Acquisition Date or (ii) the Close of Business on the 10th
Business Day (or such later date as may be deter­mined by approval of a
majority of the members of the Board of the Company prior to such time as any
Person becomes an Acquiring Person) after the date of the commence­ment by
any Person (other than any of the Excluded Persons) of, or after the date of the
first public announcement of the intention of any Person (other than any of the
Excluded Persons­) to commence (which intention to commence remains in
effect for 5 Business Days after such announcement) a tender or exchange offer,
the consummation of which would result in any Person becoming an Acquiring
Person (including, in the case of both (i) and (ii), any such date which is
after the date of this Agreement and prior to the issuance of the Rights; the
earlier of such dates being herein referred to as the “Dis­tribution Date”),
(x) the Rights will be evidenced (subject to the provisions of Section 3(b)
hereof) by the certificates for shares of Common Stock registered in the names
of the holders thereof (which certificates shall also be deemed to be Right
Certificates) and not by separate Right Certificates, and (y) the right to
receive Right Certificates will be transferable only in connection with the
transfer of shares of Common Stock, subject to the provision of Section
11(a)(ii) hereof.  As soon as practicable after the Distribution Date,
the Company will prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent (and the Rights Agent will, if requested,
send) by first-class, insured, postage-prepaid mail, to each record holder of
shares of Common Stock (subject to Section 11(a)(ii) hereof) as of the Close of
Business on the Distribution Date, at the address of such 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    holder
shown on the records of the Company, a Right Certificate, in substantially the
form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each
share of Common Stock so held.  As of the Distribution Date, the
Rights will be evidenced solely by such Right Certificates.

     

    (b) On the
Record Date, or as soon as practicable there­after, the Company will send a
copy of a Summary of Rights to Purchase Preferred Shares, in substantially the
form of Exhibit C hereto (the “Summary of Rights”), by first-class,
postage-prepaid mail, to each record holder of shares of Common Stock as of the
Close of Business on the Record Date, at the address of such holder shown on the
records of the Company.  With respect to certificates for shares of
Common Stock outstanding as of the Record Date, until the earlier of (i) the
Distri­bution Date or (ii) the Final Expiration Date, or (iii) the
Redemption Date, the Rights will be evidenced by such certificates registered in
the names of the holders thereof together with a copy of the Summary of Rights
attached thereto.  Until the Dis­tribution Date (or the earlier of
the Redemption Date or the Final Expiration Date), the surrender for transfer of
any certifi­cate for shares of Common Stock outstanding on the Record Date,
with or without a copy of the Summary of Rights attached thereto, shall also
constitute the transfer of the Rights associated with the shares of Common
Stock  represented thereby, subject to the provision of Section
11(a)(ii) hereof.

     

    (c) Rights
shall be issued in respect of all shares of Common Stock of the Company which
are issued or transferred by the Company after the Record Date but prior to the
earlier of the Distribution Date, the Redemption Date or the Final Expiration
Date, subject to the provisions of Section 11(a)(ii)
hereof.  Certificates for shares of Common Stock which become
out­standing (including, without limitation, reacquired shares of Common
Stock referred to in the last sentence of this paragraph (c)) after the Record
Date but prior to the earliest of the 

    
      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

    Distribution
Date, the Redemption Date or the Final Expira­tion Date will be deemed also
to be Certificates for Rights and will have impressed on, printed on, written on
or otherwise affixed to them the following legend:

     

    This
certificate also evidences and entitles the holder hereof to certain Rights as
set forth in the Renewed Rights Agreement between LSB Industries, Inc. and UMB
Bank, n.a. dated December __, 2008 (the “Rights Agreement”), the terms of which
are hereby incorporated herein by reference and a copy of which is on file at
the principal executive offices of LSB Industries, Inc.  Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate.  LSB Industries, Inc. will mail to the holder of this
certificate a copy of the Rights Agree­ment without charge after receipt of
a written request therefor.  Under certain circumstances described in
the Rights Agreement, Rights issued to any Person who becomes an Acquiring
Person (as defined in the Rights Agreement), whether currently held by or on
behalf of such person or by any subsequent holder, shall become null and
void.

     

    With
respect to such certificates containing the foregoing legend, until the earlier
of the Final Expiration Date or the Distribution Date or the Redemption Date,
the Rights associated with the shares of Common Stock represented by such
certificates will be evidenced by such certificates alone, and the surrender for
transfer of any such certificate will also constitute the transfer of the


     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    Rights
associated with the shares of Common Stock represented thereby, subject to
provisions of Section 11(a)(ii) hereof.  In the event that the Company
purchases or acquires any shares of Common Stock after the Record Date but prior
to the Distribution Date, any Rights associated with such shares of Common Stock
will be deemed can­celed and retired so that the Company shall not be
entitled to exercise any Rights associated with the shares of Common Stock which
are no longer out­standing.

     

    Section
4. Form of Right
Certificates.

     

    (a) The Right
Certificates (and the forms of election to purchase Preferred Shares and of
assignment to be printed on the reverse thereof) shall be substantially the same
as Exhibit B hereto and may have such marks of identification or designation and
such legends, summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any appli­cable law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange or transaction reporting system on which the Rights may from time to
time be listed or to conform to usage.  Subject to the provisions of
Section 22 hereof, the Right Certifi­cates shall entitle the holders thereof
to purchase such number of one one-hundredth of a Preferred Share as shall be
set forth therein at the Purchase Price per one one-hundredth of a Preferred
Share set forth therein, but the number of such one one-hundredths of a
Preferred Share and the Purchase Price shall be subject to adjustment as
provided herein.

     

    (b) Any Right
Certificate issued pursuant to Section 3(a) or Section 22 hereof that
represents a Right or Rights which are null and void pursuant to Section
11(a)(ii) of this Agreement and any Right Certificate issued pursuant to
Section 6 or Section 11 hereof upon 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    transfer,
exchange, replacement or adjustment of any other Right Certificate referred to
in this sentence, shall contain (to the extent feasible) the following
legend:

     

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

     

    Provisions
of Section 11(a)(ii) of this Agreement shall be operative whether or not the
foregoing legend is contained on any such Right Certificate.

     

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

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    although
at the date of the execution of this Rights Agreement any such person was not
such an officer.

     

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

     

    Section
6. Transfer, Split Up,
Combination and Ex­change of Right Certificates; Mutilated, Destroyed, Lost
or Stolen Right Certificates.  Subject to the provisions of
Section 11(a)(ii), 14 and 24 hereof, at any time after the Close of Business on
the Distribu­tion Date, and at or prior to the Close of Business on the
earlier of the Redemption Date or the Final Expiration Date, any Right
Certificate or Right Certificates (other than Right Certificates representing
Rights that have become void pursuant to Section 11(a)(ii) hereof or that have
been exchanged pursuant to Section 24 hereof) may be transferred, split up,
combined or exchanged for another Right Certificate or Right Certificates,
entitling the registered holder to purchase a like number of one one-hundredths
of a Preferred Share and such other rights as the Right Certi­ficate or
Right Certificates surrendered then entitled such holder to
purchase.  Any registered holder desiring to transfer, split up,
combine or exchange any Right Certificate or Right Certi­ficates will make
such request in writing delivered to the Rights Agent, and will surrender the
Right Certificate or Right Certificates to be transferred, split up, combined or
exchanged at the principal office of the Rights Agent designated for such
purpose, subject to the provisions of Sections 11(a)(ii), 14 and 24
hereof.  Thereupon the Rights Agent will countersign and deliver to
the person entitled thereto a Right Certificate or Right Certificates, as the
case may be, as so requested, subject to 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    the
provisions of Sections 11(a)(ii), 14 and 24 hereof.  The Company may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer, split up, combination or
exchange of Right Certificates.

     

    Upon
receipt by the Company and the Rights Agent of evidence reasonably satisfactory
to them of the loss, theft, destruction or mutilation of a Right Certificate,
and, in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to them, and, at the Company’s request, 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 Right Certificate if
mutilated, the Company will make and deliver a new Right Certificate of like
tenor to the Rights Agent for delivery to the registered holder in lieu of the
Right Certificate so lost, stolen, destroyed or mutilated.

     

    Notwithstanding
any other provision hereof, the Company and the Rights Agent may amend this
Agreement to provide for uncertificated Rights in addition to or in place of
Rights evidenced by the Rights Certificated.

     

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

     

    (a) Subject
to Section 11(a)(ii) hereof, the registered holder of any Right Certifi­cate
may exercise the Rights evidenced thereby (except as other­wise provided in
this Agreement), in whole or in part, at any time after the Distribution Date
upon surrender of the Right Certificate, with the form of election to purchase
and certification on the reverse side thereof duly executed, to the Rights Agent
at the office of the Rights Agent designated for such purposes, together with
payment of the Purchase Price (as hereinafter defined) for each one
one-hundredth of a Preferred Share as to which the Rights are exercised, at or
prior to the earliest of (i) the Close of Busi­ness on the 10th
anniversary of the Effective Date of this Agreement (the 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    “Final
Expiration Date”), (ii) the time at which the Rights are redeemed as provided in
Section 23 hereof (the “Redemption Date”), or (iii) the time at which such
Rights are exchanged as provided in Section 24 hereof.

     

    (b) The
Purchase Price for each one one-hundredth of a Preferred Share pursuant to the
exercise of a Right shall initial­ly be $47.75, and shall be subject to
adjustment from time to time as provided in Sections 11 and 13 hereof (the
“Purchase Price”).  The Purchase Price shall be payable in lawful
money of the United States of America in accordance with Section 7(c)
below.

     

    (c) Upon
receipt of a Right Certificate representing exer­cisable Rights, with the
form of election to purchase duly ex­ecuted, accompanied by payment of the
Purchase Price for the Preferred Shares (or other security as the case may be)
to be purchased and an amount equal to any applicable transfer tax required to
be paid by the holder of such Right Certificate in accordance with Sections 6
and 9 hereof by certified check or cashier’s check payable to the order of the
Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any
transfer agent of the Preferred Shares (or in the case of exercise under Section
11(a)(ii) hereof, any transfer agent of the shares of Common Stock) a
certificate or certificates for the number of shares to be purchased and the
Company hereby irrevocably authorizes its transfer agent to comply with all such
requests, or (B) if the Company in its sole discretion shall have elected to
deposit the total number of Preferred Shares issuable upon exercise of the
Rights hereunder with a depository agent, requisition from the depositary agent
depositary receipts representing such number of one one-hundredths of a
Preferred Share (or in the case of exercise under Section 11(a)(ii) such number
of shares of Common Stock) as are to be purchased (in which case certificates
for the applicable Preferred Shares or shares of Common Stock represented by
such 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    receipts
shall be deposited by the transfer agent with the depositary agent) and the
Company hereby directs the depositary agent to comply with such request, (ii)
when appropriate, requisition from the Company the amount of cash to be paid in
lieu of issuance 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 Right
Certificate, registered in such name or names as may be designated by such
holder and (iv) when appropriate, after receipt, deliver such cash to or upon
the order of the registered holder of such Right Cer­tificate.

     

    In
addition, in the case of an exercise of the Rights by the holder pursuant to
Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate
to the registered holder thereof after imprinting, stamping or otherwise
indicating thereon that the rights represented by such Right Certificate no
longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer
than all the Rights represented by such Right Certificate were so exercised, the
Rights Agent shall indicate on the Right Certificate the number of Rights
represented thereby that continue to include the rights provided by Section
11(a)(ii) hereof.

     

    (d) If the
registered holder of any Right Certifi­cate exercises less than all the
Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent
to the Rights remaining unexercised will be issued by the Rights Agent to the
registered holder of such Right Certifi­cate or to his duly autho­rized
assigns, subject to the provisions of Sections 6 and 14 hereof. Notwithstanding
anything in this Agreement to the contrary, neither the Rights Agent nor the
Company will be obligated to undertake any action with respect to a registered
holder upon the occurrence of any purported exercise as set forth in this
Section 7 unless such registered holder will have (a) completed and signed the
certificate contained in the form of election to 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    purchase
set forth on the reverse side of the Rights Certificate surrendered for such
exercise (b) paid to the Company the Purchase Price for the Preferred Shares (or
in the case of exercise under Section 11(a)(ii) hereof, the Common Stock) to be
purchased pursuant to such exercise, and (c) provided such additional evidence
of the identity of the Beneficial Owner (or former Beneficial Owner) or
Affiliates or Associates thereof as the Company will reasonably
request.

     

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

     

    Section
9. Availability of Preferred
Shares.    The Company covenants and agrees that it
will cause to be reserved and kept available out of its authorized and unissued
Preferred Shares or any Preferred Shares held in its treasury, the number of
Preferred Shares that will be sufficient to permit the exercise in full of all
outstanding rights in accordance with Section 7.  The Company
covenants and agrees that it will take all such action as may be necessary to
ensure that all Preferred Shares delivered upon exercise of Rights shall, at the
time of delivery of the certificates for such Preferred Shares (or Common Stock
and other securities, as the case may 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    be),
subject to payment of the Purchase Price, be duly and validly authorized and
issued and fully paid and nonassessable shares.

     

    The
Company covenants and agrees that so long as the Preferred Shares (and, after
the time a Person becomes an Acquiring Person, Common Stock or any other
securities) issuable upon the exercise of the Rights may be listed on any
national securities exchange or quotation system, the Company shall use its best
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 or quotation
system upon official notice of issuance upon such exercise.

     

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

     

    The
Company further covenants and agrees that it will pay when due and payable any
and all federal and state transfer taxes and charges which may be payable in
respect of the issuance or delivery of the Right Certificates or of any
Preferred Shares upon the exercise of Rights.  The Company shall not,
however, be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of Right Certificates to a person other than, or the
issuance or delivery of certificates or deposi­tary receipts for the
Preferred Shares in a name other than that of, the registered holder of the
Right Certificate evidencing Rights surrendered for exercise or to issue or to
deliver any certificates or depositary receipts for Preferred Shares upon the
exercise of any Rights until any such tax shall have been paid (any such tax
being payable by 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    the
holder of such Right Certificate at the time of surrender) or until it has been
established to the Company’s reasonable satisfaction that no such tax is
due.

     

    As soon
as practicable after the Distribution Date, the Company shall:

     

    (i)           prepare
and file a registration statement under the Securities Act of 1933, as amended
(the “Act”), with respect to the securities purchasable upon exercise of the
Rights on an appropriate form, will use reasonable efforts to cause such
registration statement to remain effective (with a prospectus at all times
meeting the requirements of the Act) until the Final Expiration Date;
and

     

    (ii)           use
reasonable efforts to qualify or register the Rights and the securities
purchasable upon exercise of the Rights under the Blue Sky laws of such
jurisdictions as may be necessary or appropriate.

     

    Section
10. Preferred Shares Record
Date.  Each person in whose name any certificate for Preferred
Shares is issued upon the exercise of Rights shall for all purposes be deemed to
have become the holder of record of the Preferred Shares represented thereby on,
and such certificate shall be dated, the date upon which the Right Certificate
evidencing such Rights was duly surrendered and payment of the Purchase Price
(and any applicable transfer taxes) was made; provided, however, that if the
date of such surrender and payment is a date upon which the Preferred Shares
transfer books of the Company are closed, such person shall be deemed to have
become the record holder of such shares on, and such certificate shall be dated,
the next succeeding Business Day on which the Preferred Shares transfer books of
the Company are open.  Prior to the exercise of the Rights evidenced
thereby, the holder of a Right Certificate shall not be entitled to any rights
of a holder of Preferred Shares or other securities for which the Rights shall
be exercisable, including, without limitation, the right to vote, to receive
dividends 

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    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 otherwise
provided herein.

     

    Section
11. Adjustment of Purchase
Price, Number of Shares or Number of Rights.  The Purchase
Price, the number of Preferred Shares covered by each Right and the number of
Rights outstanding are subject to adjustment from time to time as provided in
this Section 11.

     

    (a) (i)  In
the event 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 the outstanding Preferred Shares, (C) combine the outstanding
Pre­ferred Shares into a smaller number of Pre­ferred Shares or (D)
issue any shares of its capital stock in 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), the
Purchase Price in effect at the time of the record date for such dividend or of
the effective date of such subdivi­sion, combination or reclassification,
and the number and kind of shares of capital stock issuable on such date, will
be proportionately adjusted so that the holder of any Right exercised after such
time will be entitled to receive the aggregate number and kind of shares of
capital stock which, if such Right had been exercised immediately prior to such
date and at a time when the Preferred Shares transfer books of the Company were
open, the holder would have owned upon such exercise and been entitled to
receive by virtue of such dividend, subdivision, combination or
reclassifica­tion; provided, however, that in no
event will the consideration to be paid upon the exercise of one Right be less
than the aggre­gate par value of the shares of capital stock of the Company
issuable upon exercise of one Right.

     

    (ii)           Subject
to Section 24 of this Agreement and except as otherwise provided below, if any
Person becomes, alone or with it’s Affiliates and Associates, an 

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    Acquiring
Person, each holder of a Right, from and after the Distribution Date, shall have
a right to receive, upon exercise thereof at a price equal to the then current
Purchase Price multiplied by the number of one one-hundredths of a Preferred
Share for which a Right is then exercisable, in accordance with the terms of
this Agreement and in lieu of Preferred Shares, such number of shares of Common
Stock of the Company (or, in the discretion of the Board of the Company, one
one-hundredth of a Preferred Share pursuant to this Section 11(a)(ii) hereof) as
shall equal the result obtained by (x) multiplying the then current Purchase
Price by the number of one one-hundredths of a Preferred Share for which a Right
is then exercisable and dividing that product by (y) 50% of the then current per
share market price of the Company’s shares of Common Stock (determined pursuant
to Section 11(d) hereof) on the date such Person became an Acquiring Person,
(such number of shares being referred to as the “Adjustment Shares”); provided,
however, that if the transaction that would otherwise give rise to the foregoing
adjustment is also subject to the provisions of Section 13 hereof, then only the
provisions of Section 13 hereof shall apply and no adjustment shall be made
pursuant to this Section 11(a)(ii); and provided further, that the adjustment
set forth in this Section 11(a)(ii) shall be effective only at and after the
time at which the authorization of the Board of the Company to redeem the Rights
pursuant to Section 23(a), as said Section may be amended pursuant to Section
27, shall have terminated.  If any Person shall become an Acquiring
Person and the Rights shall then be outstanding, the Company will not take any
action which would eliminate or diminish the benefits intended to be afforded by
the Rights.

     

    Notwithstanding
anything herein to the contrary, from and after the date such Person becomes an
Acquiring Person, any Rights that are beneficially owned by (i) any Acquiring
Person (or any Associate or Affiliate of such Acquiring Person), (ii) a
transferee of any 

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    Acquiring
Person (or any Affiliate or Associate thereof) who becomes a transferee after
the Acquiring Person becomes such, or (iii) any transferee of an Acquiring
Person (or of any Affiliate or Associate thereof) 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 a continuing
agreement, arrangement or understanding (whether or not in writing) regarding
the transferred Rights or (B) a transfer which the Board of the Company has
determined is part of a plan, arrangement or understanding which has as a
primary purpose or effect the avoidance of this Section 11(a)(ii), 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.  No Right Certifi­cate
will be issued pursuant to Section 3 hereof or this Agreement that represents
Rights beneficially owned by an Acquiring Person whose Rights would be void
pursuant to the proceeding sentence or any Associate or Affiliate of such
Acquiring Person or to any nominee of such Acquiring Person or Affiliate or
Associate thereof or to any transferee of an Acquiring Person (or of any
Affiliate or Associate thereof)  whose Rights would be void pursuant
to the preceding sentence.  No Right Certificate will be issued at any
time upon the transfer of any Rights to an Acquiring Person whose Rights would
be null and void pursuant to the preceding sentence or any Associate or
Affiliate thereof or to any nominee or transferee of such Acquiring Person,
Associate or 

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    Affiliate
of such Acquiring Person;  and any Right Certificate deliv­ered to
the Rights Agent for transfer to an Acquiring Person or any Associate or
Affiliate of such Acquiring Person or to any nominee of such Acquiring Person or
Affiliate or Associate thereof or to any transferee of an Acquiring Person or
any Associate or Affiliate of such Acquiring Person whose Rights would be void
pursuant to the preceding sentence will be cancelled.  The Company
shall use all reasonable efforts to ensure that the provisions of this Section
11(a)(ii) and Section 4(b) hereof are complied with but shall have no liability
to any holder of Rights Certificates or other Persons as a result of its failure
to make any determinations with respect to an Acquiring Person or any of its
Affiliates, Associates or transferees hereunder.  No Right Certificate
shall be issued at any time upon the transfer of any Rights to an Acquiring
Person whose Rights would be void pursuant to the preceding sentence or any
Associate or Affiliate of such Acquiring Person thereof or to any nominee of
such Acquiring Person, Associate or Affiliate; and any Right Certificate
delivered to the Rights Agent for transfer to an Acquiring Person whose Rights
would be void pursuant to the preceding sentence shall be null and void and be
canceled, and the Rights Agent shall cancel such upon the written direction of
the Company.

     

    (iii)           In
the event that there shall not be sufficient treasury shares or authorized but
unissued (and unreserved) shares of Common Stock to permit the exercise in full
of the Rights in accordance with the foregoing subparagraph (ii) and the
Rights become so exercisable (and the Board of the Company has determined to
make the Rights exercisable into fractions of a Preferred Share),
notwithstanding any other provision of this Agreement, to the extent necessary
and permitted by applicable law, each Right shall thereafter represent the right
to receive, upon exercise thereof at the then current Purchase Price in
accordance with the terms of this Agreement, (x) a number of (or fractions
of) shares of Common Stock (up to the maximum number of shares of Common Stock
which may permissibly be issued) and (y) one one-hundredth of a Preferred Share
or a number of, or fractions of other equity securities of the Company (or, in
the discretion of the Board of the Company, debt) which the Board of the


     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    Company
has determined to have the same aggregate current market value (determined
pursuant to Section 11(d)(i) and (ii) hereof, to the extent
applicable,) as one share of Common Stock (such number of, or fractions of,
Preferred Shares, debt, or other equity securities or debt of the Company being
referred to as a “capital stock equivalent”), equal in the aggregate to the
number of Adjustment Shares; provided, however, if
sufficient shares of Common Stock and/or capital stock equivalents are
unavail­able, then the Company shall, to the extent permitted by applicable
law, take all such action as may be necessary to authorize additional shares of
Common Stock or capital stock equivalents for issuance upon exercise of the
Rights, including the calling of a meeting of stockholders; and provided, further, that if the
Company is unable to cause sufficient shares of Common Stock and/or capital
stock equivalents to be available for issuance upon exercise in full of the
Rights, then each Right shall thereafter represent the right to receive the
Adjusted Number of Shares upon exercise at the Adjusted Purchase Price (as such
terms are hereinafter defined).  As used herein, the term “Adjusted
Number of Shares” shall be equal to that number of (or fractions of) shares of
Common Stock (and/or capital stock equivalents) equal to the product of
(x) the number of Adjustment Shares and (y) a fraction, the numerator
of which is the number of shares of Common Stock (and/or capital stock
equivalents) available for issuance upon exercise of the Rights and the
denominator of which is the aggregate number of Adjustment Shares otherwise
issuable upon exercise in full of all Rights (assuming there were a sufficient
number of shares of Common Stock available) (such fraction being referred to as
the “Proration Factor”).  The “Adjusted Purchase Price” shall mean the
product of the Purchase Price and the Proration Factor.  The Board of
the Company may, but shall not be required to, establish procedures to allocate
the right to receive shares of Common Stock and capital stock equivalents upon
exercise of the Rights among holders of Rights.

     

    
      
        
        

      

      
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    (b) If the
Company sets a record date for the issuance of rights, options or warrants to
all holders of Pre­ferred Shares entitling them (for a period expiring
within 45 calendar days after such record date) to subscribe for or purchase
Preferred Shares (or 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 equivalent preferred share (or having a conversion price per
share, if a security convertible into Preferred Shares or equiva­lent
preferred shares) less than the then current per share market price of the
Preferred Shares (as determined pursuant to Section 11(d)) 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 which the
aggregate 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 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); provided, however, that in no
event shall the consideration to be paid upon the exercise of one Right be less
than the ag­gregate par value of the shares of capital stock of the Company
issuable upon exercise of one Right.  In case such subscription price
may be paid in a consideration part or all of which shall be in a form other
than cash, the value of such consideration shall be as determined in good faith
by the Board of the Company, whose determination shall be described in a
statement filed with the Rights Agent.  Preferred Shares 

     

    
      
        
        

      

      
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    owned by
or held for the account of the Company shall not be deemed outstanding for the
purpose of any such computation.  Such adjustment shall be made
successively whenever such a record date is fixed; and in the event that such
rights, options or warrants are not so issued, the Purchase Price shall be
adjusted to be the Purchase Price which would then be in effect if such record
date had not been fixed.

     

    (c) If the
Company sets a record date for the making of a distribution to all holders of
the 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 or assets (other than a regular
quarterly cash dividend or a dividend payable in 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 then current per
share market price of the Preferred Shares on such record date, less the fair
market value (as deter­mined in good faith by the Board of the Company,
whose determination will be described in a statement filed with the Rights Agent
and will be binding on the Rights Agent and the holder of Rights) of the portion
of the assets or evidences of indebtedness so to be distributed or of such
subscription rights or warrants applicable to one Preferred Share and the
denominator of which shall be such current per share market price of the
Preferred Shares; provided, however, that in no
event shall the consideration to be paid upon the exercise of one Right be less
than the aggregate par value of the shares of capital stock of the Company to be
issued upon exercise of one Right.  Such adjustments will be made
successively whenever such a record date is fixed; and in the event that


     

    
      
        
        

      

      
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    such
distribution is not so made, the Purchase Price shall again be adjusted to be
the Purchase Price which would then be in effect if such record date had not
been fixed.

     

    (d) (i)  For
the purpose of any computation hereunder, the “current per share market price”
of any security (a “Security”) on any date shall be deemed to be the average of
the daily closing prices per share of such Security for the 30 consecutive
Trading Days (as such term is hereinafter defined) immediately prior to such
date; provided,
however, that
in the event that the current per share market price of the Security is
determined during a period following the announcement by the issuer of such
Security of (A) a dividend or distribution on such Security payable in shares of
such Security or securities convertible into such Security, or (B) any
subdivision, combination or reclassification of such Security and prior to the
expiration of 30 Trading Days after the ex-dividend date for such dividend or
distribution, or the record date for such subdivision, combination or
reclassification, then, and in each such case, the current per share market
price shall be appropriately adjusted to reflect the current market price per
share equivalent of such Security.  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 the American Stock Exchange or, if the Security is not listed
or admitted to trading on the New York Stock Exchange or the American 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 Security is listed or admitted to trading or, if the
Security is 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 

     

    
      
        
        

      

      
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    reported
by the National Association of Securities Dealers, Inc.  Automated
Quotations System (“NASDAQ”) or such other system then in use, or, if on any
such date the Security is 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 Security selected by the Board of the
Company.  If on any such date no market maker is making a market in
the Security, the “current per share market price” of such Security on such date
will be the price  determined in good faith by the Board of the
Company.  The term “Trading Day” shall mean a day on which the
principal national securities exchange on which the Security is listed or
admitted to trading is open for the transaction of business or, if the Security
is not listed or admitted to trading on any national securities exchange, a
Business Day.

     

    (ii)           
For the purpose of any computation hereunder, the “current per share market
price” of the Preferred Shares will be determined in accordance with the method
set forth in Section 11(d)(i).  If the Preferred Shares are not
publicly traded, the “current per share market price” of the Preferred Shares
shall be conclusively deemed to be the current per share market price of the
shares of Common Stock as determined pursuant to Section 11(d)(i) (appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof), multi­plied by one hundred.  If
neither the shares of Common Stock nor the Preferred Shares are publicly held or
so listed or traded, “cur­rent per share market price” shall mean the fair
value per share as determined in good faith by the Board of the Company, whose
determination shall be described in a statement filed with the Rights
Agent.

     

    (e) No
adjustment in the Purchase Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Purchase Price; provided, however, that any
adjustments which by reason of this Section 11(e) are not required to be made


     

    
      
        
        

      

      
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    shall be
carried forward and taken into account in any subsequent
adjustment.  All calculations under this Section 11 shall be made to
the nearest cent or to the nearest one one-millionth of a Preferred Share or one
ten-thousandth of any other share or security as the case may
be.  Notwithstanding the first sentence of this Section 11(e), any
adjustment required by this Section 11 shall be made no later than the earlier
of (i) three years from the date of the transaction which requires such
adjustment or (ii) the date of the expiration of the right to exercise any
Rights.

     

    (f) If as a
result of an adjustment made pursuant to Section 11(a) hereof, the holder of any
Right thereafter exercised shall become entitled to receive any shares of
capital stock of the Company other than Preferred Shares, thereafter the number
of such other shares so receivable upon exercise of any Right shall be subject
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Preferred Shares contained in
Section 11(a) through (c), inclusive, and the provisions of Sections 7, 9, 10
and 13 with respect to the Preferred Shares will apply on like terms to any such
other shares.

     

    (g) All
Rights originally issued by the Company subse­quent to any adjustment made
to the Purchase Price hereunder will 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)
hereof, 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 

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    of a
Preferred Share) obtained by (i) multiplying (x) the number of one
one-hundredths of a Preferred Share covered by a Right immediately prior to this
adjustment by (y) the Purchase Price in effect immediately prior to such
adjustment 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 substitution for any adjustment in the number
of one one-hundredths of a Preferred Share purchasable upon the exercise of a
Right.  Each of the Rights outstanding after such adjustment of the
number of Rights shall be exercisable for the number of one one-hundredths of a
Preferred Share for which a Right was exercisable immediately prior to such
adjustment.  Each Right held of record prior to such adjustment of the
number of Rights will 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 will 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 Right Certificates have been issued, shall be at least 10 days later than
the date of the public announcement.  If Right Certificates have been
issued, upon each adjustment of the number of Rights pursuant to this Section
11(i), the Company shall, as promptly as practicable, cause to be distributed to
holders of record of Right Certificates on such record date Right Certificates
evidencing, subject to Section 14 hereof, the additional Rights to which such
holders will be entitled as a result of such adjustment, or, at the option of
the 

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    Company,
shall cause to be distributed to such holders of record in substitution and
replacement for the Right Certificates held by such holders prior to the date of
adjustment, and upon surrender thereof, if required by the Company, new Right
Certificates evidencing all the Rights to which such holders will be entitled
after such adjustment.  Right Certificates so to be distributed shall
be issued, executed and countersigned in the manner provided for herein and
shall be registered in the names of the holders of record of Right Certificates
on the record date specified in the public announcement.

     

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

     

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

     

    (l) In any
case in which this Section 11 requires that an adjustment in the Purchase Price
be made effective as of a record date for a specified event, the Company may
elect to defer until the occurrence of such event the issuing to the holder of
any Right exercised after such record date of the Preferred Shares and other
capital stock or securities of the Company, if any, issuable upon such exercise
over and above the Preferred Shares and other capital stock or securities of the
Company, if any, issuable upon such exercise on the basis of the 

     

    
      
        
        

      

      
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    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 upon
the occurrence of the event requiring such adjustment.

     

    (m) Anything
in this Section 11 to the contrary not­withstanding, the Company will be
entitled to make such reduc­tions in the Purchase Price, in addition to
those adjustments expressly required by this Section 11, as and to the extent
that it in its sole discretion shall determine to be advisable in order that any
consolidation or subdivision of the Preferred Shares, issuance wholly for cash
of any Preferred Shares at less than the current market price, issuance wholly
for cash of Preferred Shares or securities which by their terms are convertible
into or exchangeable for Preferred Shares, dividends on Preferred Shares payable
in Preferred Shares or issuance of rights, options or warrants referred to
hereinabove in Section 11(b) hereafter made by the Company to holders of its
Preferred Shares shall not be taxable to such stockholders.

     

    (n) In the
event that at any time after the date of this Agreement and prior to the
Distribution Date, the Company shall (i) declare or pay any dividend on the
shares of Common Stock  payable in shares of Common Stock or (ii)
effect a subdivision, combination or consolidation of the shares of Common Stock
(by reclassification or other­wise than by payment of dividends in shares of
Common Stock) into a greater or lesser number of shares of Common Stock, then in
any such case (x) the number of one one-hundredths of a Preferred Share
purchasable after such event upon proper exercise of each Right will be
determined 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 is the number of shares of Common Stock outstanding immediately before
such event and the denominator of which is the number of shares of Common Stock
outstanding immediately after such event, and (y) each share of 

     

    
      
        
        

      

      
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    Common
Stock outstanding immediately after such event shall have issued with respect to
it that number of Rights which each share of Common Stock outstanding
immediately prior to such event had issued with respect to it.  The
adjustments provided for in this Section 11(n) will be made successively
when­ever such a dividend is declared or paid or such a subdivision,
combination or consolidation is effected.

     

    (o) The
exercise of Rights under Section 11(a)(ii) shall only result in the loss of
rights under Section 11(a)(ii) to the extent so exercised and shall not
otherwise affect the rights represented by the Rights under this Agreement,
including the rights represented by Section 13.

     

    (p) The
Company covenants and agrees that, after the Distribution Date, it will not,
except as permitted by Sections 23, 24 or 27 hereof, take (or permit any
Subsidiary to take) any action for the purpose of which is to, or if at the time
such action is taken it is reasonably foreseeable that the effect of such action
is to, materially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights.  Any such action taken by the Company during
any period after any Person becomes an Acquiring Person but prior to the
Distribution Date shall be null and void unless such action could be taken under
this Section 11(p) from and after the Distribution Date.

     

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

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    Notwithstanding
the foregoing sentence, the failure by the Company to  make such
certification or give such notice will not effect the validity of or the force
or effect of the requirement for such adjustment period.  The Rights
Agent will be fully protected in relying on any such certificate and on any
adjustment contained therein and will not be deemed to have knowledge of such
adjustment unless and until it will have received such certificate.

     

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

     

    (a) If,
directly or indirectly, (i) the Company consolidates with, or merges with and
into, any other Person, in which the Company is not the continuing or survivor
corporation, (ii) any Person shall consolidate with the Company, or merge with
and into the Company and the Company shall be the continuing or surviving
corporation of such merger and, in connection with such merger, all or part of
the shares of Common Stock of the Company shall be changed into or exchanged for
stock or other securities of any other Person (or the Company) or cash or any
other property, or (iii) the Company shall sell or otherwise transfer (or one or
more of its Subsidiaries shall sell or otherwise transfer), in one or more
transactions, assets or earning power aggregating 50% or more of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person other than the Company or one or more of its wholly-owned
Subsidiaries, then, and in each such case, proper provision shall be made so
that (A) each holder of a Right (except as otherwise provided herein or a Right
that has become void pursuant to the provisions of Section 11(a)(ii) hereof)
shall thereafter have the right to receive, upon the exercise thereof at a price
equal to the then current Purchase Price multiplied by the number of one
one-hundredths of a Preferred Share for which a Right is then exercisable, in
accordance with the terms of this Agreement and in lieu of Preferred Shares,
such number of freely tradeable shares of Common Stock of such other Person
(including the Company as 

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    successor
thereto or as the surviving corporation), free and clear of liens, security
interest, rights or calls or first refusal, encumbrances or other adverse
claims, as shall equal 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 then exercisable, and dividing that product by (2) 50% of
the then current per share market price of the shares of Common Stock of such
other Person (determined pursuant to Section 11(d) hereof) on the date of
consummation of such consolidation, merger, sale or transfer; (B) the issuer of
such shares of Common Stock shall thereafter be liable for, and shall assume, by
virtue of such consolidation, merger, sale or transfer, all the obligations and
duties of the Company pursuant to this Agreement; (C) the term “Company” shall
thereafter be deemed to refer to such issuer; and (D) such issuer shall take
such steps (including, but not limited to, the reservation of a sufficient
number of its shares of Common Stock in accordance with Sections 11 and 24
hereof) in connection with such consummation as may be necessary to assure that
the provisions hereof shall thereafter be applicable, as nearly as reasonably
may be, in relation to the shares of Common Stock thereafter deliverable upon
the exercise of the Rights.  The Company will not consummate any such
consolidation, merger, sale or transfer unless prior thereto (i) the Company and
such other Person to such merger, consolidation, sale or transfer shall have
executed and delivered to the Rights Agent a supplemental agreement providing
for the terms set forth in this Section 13 and (ii) such other Person to such
merger, consolidation, sale or transfer shall have prepared, filed and had
declared and remain effective a registration statement under the Act on the
appropriate form with respect to the Rights and the securities exercisable upon
exercise of the Rights and further providing that, as soon as practicable after
the date of any such merger, consolidation, sale or 

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    transfer
of assets mentioned in Section 13(a), such other Person to such merger,
consolidation, sale or transfer shall at its own expense:

     

    (w)           cause
the registration statement under the Act with respect to the Rights and the
securities purchasable upon exercise of the Rights on an appropriate form to
remain effective (with a prospectus at all times meeting the requirements of the
Act) until the Final Expiration Date;

     

    (x)           use
its best efforts to qualify or register the Rights and the securities
purchasable upon exercise of the Rights under the Blue Sky laws of such
jurisdictions as may be necessary or appropriate;

     

    (y)           list
the Rights and the securities purchasable upon exercise of the Rights on each
national securities exchange on which the Common Stock were listed prior to the
consummation of such consolidation, merger, sale or transfer of assets or, if
the Common Stock were not listed on a national securities exchange prior to the
consummation of such consolidation, merger, sale or transfer of assets, on a
national securities exchange; and

     

    (z)           deliver
to holders of the Rights such other Persons’ historical financial statements and
each of its Affiliates that comply in all material respects with the
requirements for registration on Form 10 under the Exchange Act.

     

    The
Company will not consummate any Transaction of the kind referred to in this
Section 13 if at the time of such transaction (i) there are any rights,
warrants, instruments or securities outstanding or any agreements or
arrangements which, as a result of the consummation of such Transaction, would
eliminate or substantially diminish the benefits intended to be afforded by the
Rights, and (ii) the other Person to such transaction does not have a sufficient
number of authorized shares of Common Stock that have not been issued or
reserved for 

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    issuance
to permit the exercise in full of the Rights in accordance with this Section
13.  The provisions of this Section 13 shall similarly apply to
successive mergers or consolidations or sales or other transfers.

     

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

     

    Section
14. Fractional Rights and
Fractional Shares.

     

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


     

    
      
        
        

      

      
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    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 the American Stock Exchange or, if the Rights are not listed or
admitted to trading on the New York Stock Exchange or the American 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 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 of
the Company.  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 of the Company 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 of a Preferred
Share) upon exercise of the Rights or to distribute certificates which evidence
fractional Preferred Shares (other than fractions which are integral multiples
of one one-hundredth of a Preferred Share).  Fractions of Preferred
Shares in integral multiples of one one-hundredth of a Preferred Share may, at
the election of the Company, be evidenced by depositary receipts, pursuant to an
appropriate agreement between the Company and a depositary selected by it; provided, that such
agreement shall provide that the holders of such depositary receipts shall have
all the rights, privileges and preferences to which they are entitled as
beneficial owners of the Preferred Shares represented by such depositary
receipts.  In lieu of fractional Preferred Shares that are not


     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

    integral
multiples of one one-hundredth of a Preferred Share, the Company shall pay to
the registered holders of Right 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 Preferred Share.  For purposes of this
Section 14(b), the current market value of a Preferred Share shall be the
closing price of a Preferred Share (as determined pursuant to the second
sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to
the date of such exercise.

     

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

     

    Section
15. Rights of
Action.  All rights of action in respect of this Agreement,
excepting the rights of action given to the Rights Agent under Sections 18 and
20 hereof, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
shares of Common Stock); and any registered holder of any Right Certificate (or,
prior to the Distribution Date, of the shares of Common Stock), without the
consent of the Rights Agent or of the holder of any other Right Certificate (or,
prior to the Distribution Date, of the shares of Common Stock, 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 Right Certificate
in the manner provided in such Right Certificate and in this
Agreement.  Without limiting the foregoing or any remedies available
to the holders of Rights, it is specifically acknowledged that the holders of
Rights would not have an adequate remedy at law for any breach of this Agreement
and will be entitled to specific performance of the obligations 

     

    
      
        
        

      

      
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    under,
and injunctive relief against actual or threatened violations of the obligations
of any Person subject to, this Agreement.

     

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

     

    (a) prior to
the Distribution Date, the Rights will be transferable only in connection with
the transfer of the shares of Common Stock, subject to the provisions of Section
11(a)(ii) hereof;

     

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

     

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

     

    (d) notwithstanding
anything in this Agreement to the contrary, neither the Company nor the Rights
Agent will 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 an order, decree or
ruling issued by a court of competent jurisdiction or by governmental,
regulatory or administrative agency or commission, or any
statute  rule, 

     

    
      
        
        

      

      
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    regulation
or executive order promulgated or enacted by any governmental authority,
prohibiting or otherwise restraining performance of such obligations under this
Agreement; 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. Right Certificate Holder Not
Deemed a Stockholder.  No holder, as such, of any Right
Certificate shall be entitled to vote, receive dividends or be deemed for any
purpose the holder of the Preferred Shares 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 Right
Certificate be construed to confer upon the holder of any Right Certificate, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as
provided in Section 25 hereof), or to receive dividends or subscription rights,
or otherwise, until the Right or Rights evidenced by such Right Certificate
shall have been exercised in accordance with the provisions hereof.

     

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

     

    
      
        
        

      

      
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    administration
of this Agreement and the exercise and performance hereunder of its duties,
including the costs and expenses of defending against any claim of liability in
the premises.

     

    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 Right Certificate or
certificate for the Preferred Shares or shares of Common Stock 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 believed by it to be genuine
and to be signed, executed and, where necessary, verified or acknowledged, by
the proper person or persons, or otherwise upon the advice of counsel as set
forth in Section 20 hereof.

     

    Section
19. Merger or Consolidation or
Change of Name of Rights Agent.  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 stock transfer or corporate trust 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 that such
corporation would be eligible for appointment as a successor Rights Agent under
the provisions of Section 21 hereof.  In case at the time such
successor Rights Agent shall succeed to the agency created by this Agreement any
of the Right Certificates shall have been countersigned but not delivered, any
such successor Rights Agent may adopt the countersignature of the predecessor
Rights Agent and deliver such Right Certificates so countersigned; and in case
at that time any of the Right Certificates shall not have been 

     

    
      
        
        

      

      
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    countersigned,
any successor Rights Agent may countersign such Right Certificates either in the
name of the predecessor Rights Agent or in the name of the successor Rights
Agent; and in all such cases such Right Certificates shall have the full force
provided in the Right Certificates and in this Agreement.

     

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

     

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

     

    (a) The Right
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 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 any one of the Chairman of the

     

    
      
        
        

      

      
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    Board,
the Chief Executive Officer, the President, any Vice President, the Treasurer or
the Secretary of the Company and delivered to the Rights Agent; and such
certificate shall be full authorization to the Rights Agent for any action taken
or suffered in good faith by it under the provisions of this Agreement in
reliance upon such certificate.

     

    (c) The
Rights Agent shall be liable hereunder to the Company and any other Person only
for its own gross 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 Right Certificates
(except its countersignature thereof) or be required to verify the same, but all
such statements and recitals are and shall be deemed to have been made by the
Company only.

     

    (e) The
Rights Agent shall not be under any responsibility in respect of the validity of
this Agreement or the execution and delivery hereof (except the due execution
hereof by the Rights Agent) or in respect of the validity or execution of any
Right Certificate (except its countersignature thereof); nor shall it be
responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Right Certificate; nor shall it be responsible for
any change in the exercisability of the Rights (including the Rights becoming
void pursuant to Section 11(a)(ii) hereof) or any adjustment in the terms of the
Rights (including the manner, method or amount thereof) provided for in Sections
3, 11, 13, 23 or 24, or the ascertaining of the existence of facts that would
require any such change or adjustment (except with respect to the exercise of
Rights evidenced by Right Certificates after receipt of the Certificate
described in Section 12 hereof or has actual knowledge of such change or
adjustment); nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any
Preferred Shares to be issued pursuant to this 

     

    
      
        
        

      

      
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    Agreement
or any Right Certificate or as to whether any Preferred Shares will, when
issued, be validly authorized and issued, fully paid and
nonassessable.

     

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

     

    (g) The
Rights Agent is hereby authorized and directed to accept instructions with
respect to the performance of its duties hereunder from any one of the Chairman
of the Board, the Chief Executive Officer, the President, any Vice President,
the Secretary or the 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 by it in good faith in accordance with
instructions of any such officer or for any delay in acting while waiting for
those instructions.  Any application by the Rights Agent for written
instructions from the Company may, at the option of the Rights Agent, set forth
in writing any action proposed to be taken, suffered or omitted to be taken by
the Rights Agent under this Agreement and the date on and/or after which such
action shall be taken or suffered or such omission shall be
effective.  The Rights Agent shall not be liable for any action taken
or suffered by, or omission of, the Rights Agent in accordance with a proposal
included in any such application on or after the date specified in such
application (which date shall not be less than five Business Days after the date
any officer of the Company actually receives such application, unless any such
officer shall have consented in writing to an earlier date) unless, prior to
taking any such action (or the effective date in the case of an omission), the
Rights Agent shall have received written instructions in response to such
application reasonably specifying the action to be taken, suffered or
omitted.

     

    
      
        
        

      

      
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    (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 reasonable care was exercised in the selection and continued employment
thereof.

     

    Section
21. Change of Rights
Agent.  The Rights Agent or any successor Rights Agent may
resign and be discharged from its duties under this Agreement upon 30 days’
notice in writing mailed to the Company and to each transfer agent of the Common
Stock or Preferred Shares by registered or certified mail, and to the holders of
the Right 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 Stock or Preferred Shares by registered or
certified mail, and to the holders of the Right Certificates by first-class
mail.  If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Rights Agent.  If the Company shall fail to make such appointment
within a period of 30 days after giving notice of such removal or after it has
been notified in writing of 

     

    
      
        
        

      

      
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    such
resignation or incapacity by the resigning or incapacitated Rights Agent or by
the holder of a Right Certificate (who shall, with such notice, submit his Right
Certificate for inspection by the Company), then the registered holder of any
Right Certificate may apply to any court of com­petent jurisdiction for the
appointment of a new Rights Agent.  Any successor Rights Agent,
whether appointed by the Company or by such a court, shall be a corporation
organized and doing business under the laws of the United States or the State of
Oklahoma or the state of New York (or of any other state of the United States so
long as such corporation is authorized to do business in the State of Oklahoma
or the State of New York), in good standing, having an office in the State of
Oklahoma or the State of New York, which is authorized under such laws to
exercise corporate trust or stock transfer powers and is subject to supervision
or examination by federal or state authorities and which has at the time of its
appointment as Rights Agent a com­bined capital and surplus of at least $50
million.  After appoint­ment, the successor Rights Agent shall be
vested with the same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it here­under, and execute and
deliver any further assurance, conveyance, act or deed necessary for the
purpose.  Not later than the effec­tive date of any such
appointment the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock or
Preferred Shares, and mail a notice thereof in writing to the registered holders
of the Right Certifi­cates.  Failure to give any notice provided
for in this Section 21, however, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the Rights Agent or the
appointment of the successor Rights Agent, as the case may be.

     

    
      
        
        

      

      
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    Section
22. Issuance of New Right
Certificates.  Not­withstanding any of the provisions of
this Agreement or of the Rights to the contrary, the Company may, at its option,
issue new Right Certificates evidencing Rights in such form as may be approved
by its Board of the Company 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 Right Certificates made in accordance with the provisions
of this Agreement.

     

    Section
23. Redemption.

     

    (a) The
Company may, at its option, upon approval by a majority of the members of the
Board of the Company, at any time prior to the earlier of (i) the Distribution
Date and (ii)  the Final Expiration Date, redeem all, but not less
than all, of the then outstanding Rights at a redemption price of $0.01 per
Right, 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”), and the Company may, at its
option, pay the Redemption Price either in cash, shares of Common Stock (based
on the current per share market price thereof, as determined pursuant to Section
11(d) hereof, at the time of redemption) or any other form of consideration
deemed appropriate by the Board of the Company; provided that if the Company
elects to pay the redemption price in shares of Common Stock, the Company will
not be required to issue any fractional shares of Common Stock, and the number
of shares of Common Stock issuable to each holder of Rights will be rounded down
to the next whole share.   The redemption of the Rights by the
Board of the Company may be made effective at such time and on such basis and
with such conditions as a majority of the Board of the Company in its sole
discretion may establish.

     

    
      
        
        

      

      
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    (b) Immediately
upon the action of the Board of the Company ordering the redemption of the
Rights pursuant to paragraph (a) of this Section 23, 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 will be to receive the
Redemption Price.  The Company will promptly give public notice of any
such redemption; provided, however, that the failure to give, or any defect in,
any such notice will not affect the validity of such
redemption.  Within 10 days after such action of a majority of the
Board of the Company ordering the redemption of the Rights, the Company will
give notice of such redemption to the Rights Agent and will mail a notice of
redemption to all the holders of the then outstanding 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 Stock.  Any notice which is mailed in the manner herein
provided will 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. Neither the Company nor any of
its Affiliates or Associates may redeem, acquire or purchase for value any
Rights at any time in any manner other than that specifically set forth in this
Section 23 or in Section 24 hereof or in connection with the purchase of shares
of Common Stock prior to the Distribution Date.

     

    (c) The
Company may, at its option, discharge all of its obligations with respect to the
Rights by (i) issuing a press release announcing the manner of redemption
of the Rights in accordance with this Agreement and (ii) mailing payment of
the Redemption Price to the registered holders of the Rights at their last
addresses as they appear on the registry books of the Rights Agent or, prior to
the Distribution Date, on the registry books of the Transfer Agent of


     

    
      
        
        

      

      
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    the
shares of Common Stock and, upon such action, all outstanding Rights and Right
Certificates shall be null and void without any further action by the
Company.

     

    Section
24. Exchange.

     

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

    (b) Immediately
upon the action of the Board of the Company ordering the exchange of any Rights
pursuant to subsection (a) of this Section 24 and without any further action and
without any notice, the right to exercise such Rights shall terminate and the
only right thereafter of a holder of such Rights shall be to receive that number
of shares of Common Stock equal to the number of such Rights held by such holder
multiplied by the Exchange Ratio.  The Company shall promptly give
public notice of any such exchange; provided, however, that the
failure to give, or any defect in, such notice shall not affect the validity of
such exchange.  The Company promptly shall mail a notice of any such
exchange to all of the holders of such Rights at their last addresses as they
appear upon the registry books of the Rights Agent.  Any notice which
is mailed in the manner herein provided shall be deemed given, whether or not
the holder 

     

    
      
        
        

      

      
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    receives
the notice.  Each such notice of exchange will state the method by
which the exchange of the shares of Common Stock for Rights will be effected
and, in the event of any partial exchange, the number of Rights which will be
exchanged.  Any partial exchange shall be effected pro rata based on
the number of Rights (other than Rights which have become void pursuant to the
provisions of Section 11(a)(ii) hereof) held by each holder of
Rights.

     

    (c) In any
exchange pursuant to this Section 24, 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 Stock exchangeable for Rights, at the initial
rate of one one-hundredth of a Preferred Share (or equiva­lent preferred
share) for each share of Common Stock, as appropriately adjusted. If there are
not suffi­cient shares of Common Stock or Preferred Shares issued but not
outstanding, or authorized but unissued, to permit any exchange of Rights as
contemplated in accordance with this Section 24, the Company shall take all such
action as may be necessary to authorize additional shares of Common Stock or
Preferred Shares for issuance upon exchange of the Rights.

     

    (d) The
Company will not be required to issue fractions of Common Stock or to distribute
certificates which evidence fractional Common Stock.  In lieu of such
fractional Common Stock, the Company shall pay to the registered holders of the
Right Certificates with regard to which such fractional Common Stock would
otherwise be issuable an amount in cash equal to the same fraction of the
current market value of a whole share of Common Stock.  For the
purposes of this paragraph (d), the current market value of a whole share of
Common Stock shall be the closing price of a share of Common Stock (as
determined pursuant to the second sentence of Section 11(d)(i) hereof) for the
Trading Day immediately prior to the date of exchange pursuant to this Section
24.

     

    
      
        
        

      

      
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    Section
25. Notice of Certain
Events.

     

    (a) In case
the Company shall propose (i) to pay any dividend payable in stock of any class
to the holders of its Preferred Shares or to make any other distribution to the
holders of its Preferred Shares (other than a regular quarterly cash dividend),
(ii) to offer to the holders of its 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, (iii) to effect any
reclassification of its Preferred Shares (other than a reclassification
involving only the subdivision of outstanding Preferred Shares), (iv) to effect
any consolidation or merger into or with any other Person other an a Subsidiary
of the Company in a transaction which complies with Section 11(p), or to effect
any sale or other transfer (or to permit one or more of its Subsidiaries to
effect any sale or other transfer), in one or more transactions, of 50% or more
of the assets or earning power of the Company and its Subsidiaries (taken as a
whole) to, any other Person, (v) to effect the liqui­dation, dissolution or
winding up the Company, or (vi) to declare or pay any dividend on the shares of
Common Stock payable in shares of Common Stock or to effect a subdivision,
combination or consolidation of the shares of Common Stock (by reclassification
or otherwise than by payment of dividends in shares of Common Stock then, in
each such case, the Company shall give to each holder of a Right Certificate
(with a copy to the Rights Agent), in accordance with Section 26 hereof, a
notice of such proposed action, which shall specify the record date for the
purposes of such stock dividend, 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 shares of Common Stock and/or
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


     

    
      
        
        

      

      
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    least 10
days prior to the record date for determining holders of the Preferred Shares
for purposes of such action, and in the case of any such other action, at least
10 days prior to the date of the taking of such proposed action or the date of
participation therein by the holders of the shares of Common Stock and/or
Preferred Shares, whichever shall be the earlier.

     

    (b) If any
events set forth in Section 11(a)(ii) hereof shall occur, then the Company will
as soon as practicable thereafter give to each holder of a Right Certificate, in
accordance with Section 26 hereof, a notice of the occurrence of such event,
which notice shall describe such event and the consequences of such event to
holders of Rights under Section 11(a)(ii) hereof.

     

    Section
26. Notices.  Notices
or demands authorized by this Agreement to be given or made by the Rights Agent
or by the holder of any Right 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 with the Rights Agent) as follows:

     

    LSB
Industries, Inc.

    16 South
Pennsylvania

    P.O. Box
754

    Oklahoma
City, Oklahoma  73101

    Attention:  Corporate
Secretary

    


    with a
copy to (such copy

    shall not
constitute
notice):               Irwin
H. Steinhorn, Esq.

    CONNER
& WINTERS, LLP

    1700 One
Leadership Square

    211 North
Robinson Avenue

    Oklahoma
City, OK  73102

    


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

     

    
      
        
        

      

      
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    UMB Bank,
n.a.

    1010
Grand Blvd., 4th
Floor

    Kansas
City, MO  64106

    Attn: Corporate
Trust 

              Douglas
Hare

    


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

     

    Section
27. Supplements and
Amendments.  Prior to the Distribution Date and subject to the
terms of this Section 27, the Company may from time to time (and the Rights
Agent shall, if the Company so directs) supplement or amend this Agreement
without the approval of any holders of the Rights or the Right Certificates in
order (i) to cure any ambiguity, (ii) to correct or supplement any provision
contained herein which may be defective or inconsistent with any other
provisions herein, or (iii) shorten or lengthen any period of time hereunder or
(iv) to make any other changes or amendments to the provisions contained herein
or with respect to the Rights which the Company may deem necessary or desirable;
provided, however, that from
and after such time as any Person becomes an Acquiring Person, this Agreement
shall not be amended in any manner which would adversely affect the interests of
the holders of the Rights (other than an Acquiring Person or an Affiliate or
Associate of an Acquiring Person).  Notwithstanding any other
provision of this Section 27, and provided this Agreement may not be
supplemented or amended to lengthen, pursuant to clause (iii) of the
foregoing sentence, (A) a time period relating to when the Rights may be
redeemed at such time as the Rights are not then redeemable or (B) any
other time period unless such lengthening is for the purpose of protecting,
enhancing or clarifying the rights of, and/or the benefits to, the holders of
Rights.  Upon the delivery of a 

     

    
      
        
        

      

      
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    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 27,
the Rights Agent shall execute such supplement or amendment, provided that such
supplement or amendment does not adversely affect the rights or obligations of
the Rights Agent under Section 18 or Section 20 of this
Agreement.  Prior to the Distribution Date, the interests of the
holders of Rights shall be deemed coincident with the interests of the holders
of shares of Common Stock.  Notwithstanding anything in this Agreement
to the contrary, no supplement or amendment shall be made which changes the
redemption price or the number of Preferred Shares or shares of Common Stock for
which a Right is exercisable or exchangeable.

     

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

     

    Section
29. Determinations and Actions
by the Board of the Company.  For all purposes of this
Agreement, any calculation of the number of shares of Common Stock or any other
securities of the Company of which any Person is the Beneficial Owner, will 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 of the
Company will have the exclusive power and authority to administer this Agreement
and to exercise all rights and powers specifically granted to the Board of the
Company, or the Company, or as may be necessary or advisable in the
administration of this Agreement, including, without limitation, the right and
power to (i) interpret the provisions of this Agreement and (ii) make all
determinations deemed necessary or advisable for the administration of this
Agreement (including a determination to redeem or not redeem the Rights or to
amend the Agreement). All such actions, calculations, interpretations and


     

    
      
        
        

      

      
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    determinations
(including, for purposes of clause (y) below, all omissions with respect to the
foregoing), which are done or made by the Board of the Company in good faith,
will (x) be final, conclusive and binding on the Company, the Rights Agent, the
holders of the Rights Certificates and all other parties and (y) not subject the
Board of the Company to any liability to the holders of the Rights.

     

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

     

    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.

     

    Section
32. Governing
Law.  This Agreement and each Right Certificate issued
hereunder shall be deemed to be a con­tract made under the laws of the State
of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
per­formed entirely within such State.

     

    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.

     

    
      
        
        

      

      
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    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.

     

    Section
35. Effective
Date.  This Renewed Rights Agreement shall become effective as
of the close of business on the Existing Rights Plan Expiration
Date.

     

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

    LSB
INDUSTRIES, INC.

    


    


    ATTEST:

    By:
/s/   Jack E. Golsen          

    Jack E.
Golsen, Chief Executive Officer

          (the
“Company”)

    


    


    


    /s/
David M. Shear    

    David M.
Shear, Secretary

    


    


    


    UMB BANK,
N.A.

    


    


    


    ATTEST:                                By: /s/ Douglas Hare                                                                         

    Douglas Hare, CCTS

    Vice President

    (the “Rights Agent”)

    


    


    Name:  _____________________                                                              

    Assistant
Secretary

     

    
      
        
        

      

      
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