ALLIANT ENERGY
CORPORATION 






and 






WELLS FARGO BANK, N. A. 



Rights Agent 



     _________________ 



AMENDED AND RESTATED
RIGHTS AGREEMENT 



Dated as of
December 11, 2008 













TABLE OF CONTENTS 



	Section 1.	Certain Definitions	  1
	
Section 2.	Appointment of Rights Agent	  3
	
Section 3.	Issue of Right Certificates	  3
	
Section 4.	Form of Right Certificates	  5
	
Section 5.	Countersignature and Registration	  5
	
Section 6.	Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost
		or Stolen Right Certificates	  6
	
Section 7.	Exercise of Rights; Purchase Price; Expiration Date of Rights	  6
	
Section 8.	Cancellation and Destruction of Right Certificates	  8
	
Section 9.	Reservation and Availability of Common Shares	  8
	
Section 10.	Common Shares Record Date	  9
	
Section 11.	Adjustment of Purchase Price, Number of Shares or Number of Rights	  9
	
Section 12.	Certificate of Adjusted Purchase Price or Number of Shares	15
	
Section 13.	Consolidation, Merger, Share Exchange or Sale or Transfer of Assets or Earning Power	16
	
Section 14.	Fractional Rights and Fractional Shares	18
	
Section 15.	Rights of Action	19
	
Section 16.	Agreement of Right Holders	19
	
Section 17.	Right Certificate Holder Not Deemed a Shareowner	20
	
Section 18.	Concerning the Rights Agent	20
	
Section 19.	Merger or Consolidation or Change of Name of Rights Agent	20
	
Section 20.	Duties of Rights Agent	21
	
Section 21.	Change of Rights Agent	22
	
Section 22.	Issuance of New Right Certificates	23





-i- 









			
	Section 23.	Redemption	23
	
Section 24.	Exchange	24
	
Section 25.	Notice of Certain Events	25
	
Section 26.	Notices	26
	
Section 27.	Supplements and Amendments	26
	
Section 28.	Successors	27
	
Section 29.	Benefits of this Agreement	27
	
Section 30.	Severability	27
	
Section 31.	Governing Law	27
	
Section 32.	Counterparts	27
	
Section 33.	Descriptive Headings	28
	
Section 34.	Determinations and Actions by the Board of Directors	28





Exhibit A - Form of Right Certificate 



Exhibit B - Summary of Rights to
Purchase Common Shares 



 






-ii- 










AMENDED AND
RESTATED RIGHTS AGREEMENT 



        THIS
AGREEMENT, dated as of December 11, 2008, between ALLIANT ENERGY
CORPORATION, a Wisconsin corporation (the “Company”), and WELLS FARGO
BANK, N. A., a national banking association (the “Rights Agent”). 



        WHEREAS,
the Board of Directors of the Company authorized the Rights Agreement, dated as of January
20, 1999 (the “Original Rights Agreement”), declared a dividend of one common
share purchase right (a “Right”) for each Common Share (as hereinafter defined)
of the Company outstanding upon the close of business on February 22, 1999 (the
“Record Date”) payable on such date (the “Payment Date”), and
authorized and directed the issuance of one Right with respect to each Common Share that
shall become outstanding between the Record Date and the earliest of the Distribution
Date, the Redemption Date and the Final Expiration Date (as such terms are defined in the
Original Rights Agreement), each Right representing the right to purchase one-half of one
Common Share of the Company upon the terms and subject to the conditions set forth in the
Original Rights Agreement; and 



        WHEREAS,
the Board of Directors of the Company has determined it is desirable and in the best
interests of the Company and its shareowners for the Company to extend the benefits of the
Original Rights Agreement and to implement such extension by amending and restating the
Original Rights Agreement through the execution of this Agreement. 



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







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




        (a)          “Acquiring
Person” shall mean any Person (as such term is hereinafter           defined) who or
which, together with all Affiliates and Associates (as such           terms are
hereinafter defined) of such Person, shall be the Beneficial Owner (as           such
term is hereinafter defined) of 15% or more of the Common Shares of the           Company
then outstanding, but shall not include the Company, any Subsidiary (as           such
term is hereinafter defined) of the Company, any employee benefit plan of           the
Company or any Subsidiary of the Company, any entity holding Common Shares           for
or pursuant to the terms of any such plan, or any trustee, administrator or
          fiduciary of such a plan. Notwithstanding the foregoing, no Person shall become
          an “Acquiring Person” as a result of an acquisition of Common Shares
          by the Company which, by reducing the number of shares outstanding, increases
          the proportionate number of shares beneficially owned by such Person to 15% or
          more of the Common Shares of the Company then outstanding; provided,
          however, that if a Person would, but for the foregoing, become an Acquiring
          Person by reason of share purchases by the Company and shall, after such share
          purchases by the Company, become the Beneficial Owner of any additional Common
          Shares of the Company at any time that the Person is or thereby becomes the
          Beneficial Owner of 15% or more of the Common Shares of the Company then
          outstanding (other than Common Shares acquired solely as a result of corporate
          action of the Company not caused, directly or indirectly, by such Person), then
          such Person shall be deemed to be an “Acquiring Person”.
          Notwithstanding the foregoing, if the Board of Directors of the Company
          determines in good faith that a Person who would otherwise be an “Acquiring
          Person”, as defined pursuant to the foregoing provisions of this
          paragraph (a), has become such inadvertently, and such Person divests as
          promptly as practicable a sufficient number of Common Shares so that such
Person           would no longer be an “Acquiring Person,” as defined pursuant
to the           foregoing provisions of this paragraph (a), then such Person shall
not be           deemed to be an “Acquiring Person” for any purposes of this
Agreement.  













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




        (c)          A
Person shall be deemed the “Beneficial Owner” of and shall be deemed
          to “beneficially own” any securities:  




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







		    (ii)       which
such Person or any of such Person’s Affiliates or Associates has (A)           the
right to acquire (whether such right is exercisable immediately or only           after
the 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), or
upon the exercise of conversion rights, exchange rights, rights           (other than
these Rights), warrants or options, or otherwise; provided,           however, that
a Person shall not be deemed the Beneficial Owner of, or to           beneficially own,
securities tendered pursuant to a tender or exchange offer           made by or on behalf
of such Person or any of such Person’s Affiliates or           Associates until such
tendered securities are accepted for purchase or exchange;           or (B) the right to
vote pursuant to any agreement, arrangement or           understanding; provided,
however, that a Person shall 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 of
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, or with respect to,
          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.  







        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, shall mean 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. 




2 









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




        (e)
          “Close of business” on any given date shall mean 5:00 P.M., Madison,
          Wisconsin time, on such date; provided, however, that if such date is
not           a Business Day it shall mean 5:00 P.M., Madison, Wisconsin time, on the
next           succeeding Business Day.  




        (f)
          “Common Shares” when used with reference to the Company shall mean
the           shares of common stock, par value $.01, of the Company, or shares having
          equivalent rights, privileges and preferences to common stock. “Common
          Shares” when used with reference to any Person other than the Company
shall           mean the capital stock (or equivalent 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.  




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




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




        (i)
          “Person” shall mean any individual, firm, corporation or other
entity,           and shall include any successor (by merger or otherwise) of such
entity.  




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




        (k)
          “Shares Acquisition Date” shall mean the first date of public
          announcement (which, for purposes of this definition, shall include, without
          limitation, a report filed or amended pursuant to Section 13(d) under the
          Exchange Act) by the Company or an Acquiring Person that an Acquiring Person
has           become such.  




        (l)
          “Subsidiary” of any Person shall mean any corporation or other entity
          of which a majority of the voting power of the voting equity securities or
          equity interest is owned, directly or indirectly, by such Person.  




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




        Section
3. Issue of Right Certificates. 




3 










        (a)
          Until the earlier of (i) the tenth day after the Shares Acquisition Date or
(ii)           the tenth Business Day (or such later date as may be determined by action
of the           Company’s Board of Directors prior to such time as any Person
becomes an           Acquiring Person) after the date of the commencement of, or of the
first public           announcement of the intention of any Person to commence, a tender
or exchange           offer the consummation of which would result in any Person (other
than the           Company, any Subsidiary of the Company, any employee benefit plan of
the Company           or of any Subsidiary of the Company, any entity holding Common
Shares for or           pursuant to the terms of any such plan, or any trustee,
administrator, or           fiduciary of such a plan) becoming the Beneficial Owner of
Common Shares of the           Company aggregating 15% or more of the then outstanding
Common Shares (including           in either case any such date which is after the date
of this Agreement and prior           to the Payment Date; the earlier of such dates
being herein referred to as the           “Distribution Date”; provided,
however, that if the tenth day           or Business Day, as the case may be, after
the pertinent date occurs before the           Record Date, “Distribution Date” shall
mean the Record Date), (x) the           Rights will be evidenced (subject to the
provisions of Section 3(b) hereof)           by the certificates for Common Shares
of the Company 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 Common Shares of the
Company. 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 Common
Shares of the Company as of the close of business on the           Distribution Date, at
the address of such holder shown on the records of the           Company, a Right
Certificate, in substantially the form of Exhibit A hereto (a           “Right
Certificate”), evidencing one Right for each Common Share of           the Company
so held. As of the Distribution Date, the Rights will be evidenced           solely by
such Right Certificates.  




        (b)
          The Company has prepared a copy of a Summary of Rights to Purchase Common
Shares           attached as Exhibit B hereto (the “Summary of Rights”), a copy
of           which is available free of charge from the Company. With respect to
certificates           for Common Shares of the Company outstanding as of the Record
Date, until the           Distribution Date, the Rights will be evidenced by such
certificates registered           in the names of the holders thereof. Until the
Distribution Date (or the earlier           of the Redemption Date or Final Expiration
Date), the surrender for transfer of           any certificate for Common Shares of the
Company 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 Common Shares           represented thereby.  




        (c)
          Certificates for Common Shares of the Company that become outstanding
          (including, without limitation, certificates for reacquired Common Shares
          referred to in the last sentence of this paragraph (c) and certificates issued
          on the transfer of Common Shares) after the Record Date but prior to the
          earliest of the Distribution Date, the Redemption Date or the Final Expiration
          Date shall have impressed on, printed on, written on or otherwise affixed to
          them a legend in substantially the following form (provided, however, that
          certificates for Common Shares in existence on the Record Date may bear the
          legend required by the Company’s predecessor rights agreement and
          certificates for Common Shares in existence on the date of this Agreement may
          bear the legend required by the Original Rights Agreement):  




4 










	 	        This
certificate also evidences and entitles the holder hereof to certain Rights as set forth
in an Amended and Restated Rights Agreement dated as of December 11, 2008, as it may
be amended from time to time (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 Alliant Energy Corporation. Under certain circumstances, as set forth
in the Rights Agreement, such Rights will be evidenced by separate certificates and will
no longer be evidenced by this certificate. Alliant Energy Corporation 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, as set forth in the Rights
Agreement, Rights that are or were acquired or beneficially owned by Acquiring Persons or
their Affiliates or Associates (as such terms are defined in the Rights Agreement) and by
any subsequent holder of such Rights will be null and void. 







With respect to such certificates
containing the foregoing legend, until the Distribution Date, the Rights associated with
the Common Shares represented by such certificates shall be evidenced by such certificates
alone, and the surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the Common Shares represented thereby. In the event
that the Company purchases or acquires any Common Shares after the Record Date but prior
to the Distribution Date, any Rights associated with such Common Shares shall be deemed
cancelled and retired so that the Company shall not be entitled to exercise any Rights
associated with the Common Shares which are no longer outstanding. 



        Section
4. Form of Right Certificates. The Right Certificates (and the
forms of election to purchase Common Shares and of assignment to be printed on the
reverse thereof) shall be substantially the same as Exhibit A hereto and may have such
marks of identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any applicable law or
with any rule or regulation made pursuant thereto or with any rule or regulation of any
stock exchange on which the Rights may from time to time be listed, or to conform to
usage. Subject to the provisions of Section 22 hereof, the Right Certificates shall
entitle the holders thereof to purchase such number of Common Shares as shall be set
forth therein at the price per Common Share set forth therein (the “Purchase Price”),
but the amount and type of securities purchasable upon exercise of each Right and the
Purchase Price shall be subject to adjustment as provided herein.  




        Section
5. Countersignature and Registration.  




        (a)
          The Right Certificates shall be executed on behalf of the Company by its
          Chairman of the Board, Chief Executive Officer, President or any Vice President
          either manually or by facsimile signature, shall have affixed thereto the
          Company’s seal or a facsimile thereof, and shall be attested by the
          Treasurer, an Assistant Treasurer, the Corporate Secretary or an Assistant
          Corporate 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, although at the date of
          the execution of this Rights Agreement any such person was not such an officer.  




5 










        (b)
          Following the Distribution Date, the Rights Agent will keep or cause to be
kept,           at its principal office, 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. 




        (a)
          Subject to the provisions of Section 14 hereof, at any time after the
close           of business on the Distribution Date, and at or prior to the close of
business           on the 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           Common Shares 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 shall           make such request in writing delivered to the Rights Agent,
and shall surrender           the Right Certificate or Right Certificates to be
transferred, split up,           combined or exchanged at the principal office of the
Rights Agent. Thereupon the           Rights Agent shall countersign and deliver to the
person entitled thereto a           Right Certificate or Right Certificates, as the case
may be, as so requested.           The Company may require payment of a sum sufficient to
cover any tax or           governmental charge that may be imposed in connection with any
transfer, split           up, combination or exchange of Right Certificates.  




        (b)
          Upon receipt by the Company and the Rights Agent of evidence reasonably
          satisfactory to them of the loss, theft, destruction or mutilation of a Right
          Certificate and, in case of loss, theft or destruction, of indemnity or
security           reasonably satisfactory to them, and, 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.  




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




6 










        (a)
          Each Right shall be exercisable to purchase one-half of one Common Share of the
          Company, subject to further adjustment as provided herein. The registered
holder           of any Right Certificate may exercise the Rights evidenced thereby
(except as           otherwise provided herein) 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 on the reverse side thereof duly executed, to the Rights
          Agent at the principal office of the Rights Agent, together with payment of the
          Purchase Price for each Common Share as to which the Rights are exercised, at
or           prior to the earliest of (i) the close of business on December 11,
2018,           subject to extension (the “Final Expiration Date”), (ii) the
time at           which the Rights are redeemed as provided in Section 23 hereof
(the           “Redemption Date”), and (iii) the time at which such Rights are
          exchanged as provided in Section 24 hereof; provided, however, that
          if the number of Rights exercised would entitle the holder thereof to receive
          any fraction of a Common Share greater than one-half of a Common Share, then
the           holder thereof shall not be entitled to exercise such Rights unless such
holder           concurrently purchases from the Company (and in such event the Company
shall           sell to such holder), at a price in proportion to the Purchase Price, an
          additional fraction of a Common Share which, when added to the number of Common
          Shares to be received upon such exercise, will equal an integral number of
          Common Shares.  




        (b)
          The Purchase Price for each full Common Share pursuant to the exercise of a
          Right shall initially be $110.00 (equivalent to $55.00 for each one-half
of           one Common Share), shall be subject to adjustment from time to time as
provided           in Sections 11 and 13 hereof and shall be payable in lawful money
of the           United States of America in accordance with paragraph (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 Common Shares 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 Section 9 hereof, as set forth below, the
          Rights Agent shall thereupon promptly (i) requisition from any transfer agent
of           the Common Shares certificates for the number of Common Shares to be
purchased           and the Company hereby irrevocably authorizes its transfer agent to
comply with           all such requests, (ii) when appropriate, requisition from the
Company the           amount of cash to be paid in lieu of issuance of fractional Common
Shares in           accordance with Section 14 hereof, (iii) after receipt of such
          certificates, 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. The payment of the Purchase Price (as such amount may be reduced
          pursuant to Section 11(a)(iii) hereof) shall be made by certified check,
          cashier’s check, bank draft or money order payable to the order of the
          Company, except that, if so provided by the Board of Directors of the Company,
          the payment of the Purchase Price following the occurrence of a
          Section 11(a)(ii) Event (as hereinafter defined) and until the first
          occurrence of a Section 13 Event (as hereinafter defined) may be made
          wholly or in part by delivery of a certificate or certificates (with
appropriate           stock powers executed in blank attached thereto) evidencing a
number of Common           Shares of the Company equal to the then Purchase Price divided
by the closing           price (as determined pursuant to Section 11(d) hereof) per
Common Share on           the Trading Day (as such term is hereinafter defined)
immediately preceding the           date of such exercise. If the Company is obligated to
issue other securities of           the Company, pay cash and/or distribute other
property pursuant to           Section 11(a) hereof, the Company will make all
arrangements necessary so           that such other securities, cash and/or other
property are available for           distribution by the Rights Agent, if and when
appropriate.  




7 










        (d)
          In case the registered holder of any Right Certificate shall exercise less than
          all the Rights evidenced thereby, a new Right Certificate evidencing Rights
          equivalent to the Rights remaining unexercised shall 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 Section 14 hereof.  




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




        Section
8. Cancellation and Destruction of Right Certificates. All Right
Certificates surrendered for the purpose of exercise, transfer, split up, combination or
exchange shall, if surrendered to the Company or to any of its agents, be delivered to
the Rights Agent for cancellation or in cancelled form, or if surrendered to the Rights
Agent, shall be cancelled by it, and no Right Certificates shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this Rights Agreement.
The Company shall deliver to the Rights Agent for cancellation and retirement, and the
Rights Agent shall so cancel and retire, any other Right Certificate purchased or
acquired by the Company otherwise than upon the exercise thereof. The Rights Agent shall
deliver all cancelled Right Certificates to the Company or shall, at the written request
of the Company, destroy such cancelled Right Certificates, and in such case shall deliver
a certificate of destruction thereof to the Company. Subject to applicable law and
regulation, the Rights Agent shall maintain in a retrievable database electronic records
of all cancelled or destroyed Right Certificates which have been canceled or destroyed by
the Rights Agent. The Rights Agent shall maintain such electronic records or physical
records for the time period required by applicable law and regulation. Upon written
request of the Company (and at the expense of the Company), the Rights Agent shall
provide to the Company or its designee copies of such electronic records or physical
records relating to Right Certificates cancelled or destroyed by the Rights Agent.  




        Section
9. Reservation and Availability of Common Shares. 




        (a)
          The Company covenants and agrees that it will cause to be reserved and kept
          available out of its authorized and unissued Common Shares or any authorized
and           issued Common Shares held in its treasury the number of Common Shares that
will           be sufficient to permit the exercise in full of all outstanding Rights in
          accordance with Section 7.  




        (b)
          So long as the Common Shares issuable upon the exercise of Rights may be listed
          on any national securities exchange, the Company shall use its best efforts to
          cause, from and after such time as the Rights become exercisable, all Common
          Shares reserved for such issuance to be listed on such exchange upon official
          notice of issuance upon such exercise.  




        (c)
          The Company covenants and agrees that it will take all such action as may be
          necessary to ensure that all Common Shares delivered upon exercise of Rights
          shall, at the time of delivery of the certificates for such shares (subject to
          payment of the Purchase Price), be duly and validly authorized and issued and
          fully paid and nonassessable shares (except as otherwise provided by any
          corporation law applicable to the Company).  




8 










        (d)
          The Company further covenants and agrees that it will pay when due and payable
          any and all federal and state transfer taxes and charges which may be payable
in           respect of the issuance or delivery of the Right Certificates or of any
Common           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 for the Common 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 for Common
Shares upon the           exercise of any Rights until any such tax shall have been paid
(any such tax           being payable by the holder of such Right Certificate at the time
of surrender)           or until it has been established to the Company’s reasonable
satisfaction           that no such tax is due.  




        Section
10. Common Shares Record Date. Each person in whose name any
certificate for Common Shares is issued upon the exercise of Rights shall for all
purposes be deemed to have become the holder of record of the Common 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 Common 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 Common Shares transfer books of the Company are open.  




        Section
11. Adjustment of Purchase Price, Number of Shares or Number of Rights.
The Purchase Price, the number of Common 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 Common Shares payable in Common Shares, (B)           subdivide
the outstanding Common Shares, (C) combine the outstanding Common           Shares into a
smaller number of Common Shares or (D) issue any shares of its           capital stock in
a reclassification of the Common 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, shall be proportionately adjusted so that the           holder of any Right
exercised after such time shall be entitled to receive the           aggregate number and
kind of shares of capital stock which, if such Right had           been exercised
immediately prior to such date and at a time when the Common           Shares transfer
books of the Company were open, such holder would have owned           upon such exercise
and been entitled to receive by virtue of such dividend,           subdivision,
combination or reclassification; 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. If an event occurs which would require an
          adjustment under both Section 11(a)(i) and Section 11(a)(ii), the
          adjustment provided for in this Section 11(a)(i) shall be in addition to,
          and shall be made prior to, any adjustment required pursuant to
          Section 11(a)(ii).  







9 










          		    (ii)    
               Subject to Section 24 of this Agreement, in the event any Person shall
               become an Acquiring Person, other than pursuant to any transaction set forth in
               Section 13(a), each holder of a Right shall thereafter have a right to
               receive, upon exercise thereof at a price equal to two times the then current
               Purchase Price per full Common Share multiplied by the number of Common Shares
               for which a Right is then exercisable, in accordance with the terms of this
               Agreement, such number of Common Shares of the Company as shall equal the result
               obtained by (x) multiplying two times the then current Purchase Price per full
               Common Share by the number of Common Shares for which a Right is then
               exercisable and dividing that product by (y) 50% of the then current per share
               market price of the Common Shares of the Company (determined pursuant to
               Section 11(d)) on the date the Person became an Acquiring Person (such
               number of shares, the “Adjustment Shares”). 



               



	 	        From
and after such time as a Person becomes an Acquiring Person (a “Section 11(a)(ii)
Event”), any Rights that are or were acquired or beneficially owned by such
Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be void
and any holder of such Rights shall thereafter have no right to exercise such Rights
under any provision of this Agreement. No Right Certificate shall be issued pursuant to
Section 3 that represents Rights beneficially owned by an Acquiring Person whose
Rights would be void pursuant to the preceding sentence or any Associate or Affiliate
thereof; 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 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
cancelled. The Company shall use all reasonable efforts to ensure that the provisions of
this paragraph are complied with, but shall have no liability to any holder of Right
Certificates or other Person as a result of its failure to make any determinations with
respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder.  







10 










          		    (iii)    
               In the event that there shall not be sufficient Common Shares of the Company
               issued but not outstanding or authorized but unissued (and not reserved for
               issuance for purposes other than upon exercise of the Rights) to permit the
               exercise in full of the Rights in accordance with the foregoing subparagraph
               (ii), the Company shall: (A) determine the excess of (1) the value of the
               Adjustment Shares issuable upon the exercise of a Right (the “Current
               Value”) over (2) the Purchase Price payable with respect to such Right
               (such excess, the “Spread”), and (B) with respect to each Right, make
               adequate provision to substitute for the Adjustment Shares, upon payment of the
               applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3)
               Common Shares or other equity securities of the Company (including, without
               limitation, shares, or units of shares, of preferred stock, if any, which the
               Board of Directors of the Company has deemed to have the same value as Common
               Shares (such shares of preferred stock, hereinafter referred to as “common
               stock equivalents”)), (4) debt securities of the Company, (5) other assets
               or (6) any combination of the foregoing, having an aggregate value equal to the
               Current Value, where such aggregate value has been determined by the Board of
               Directors of the Company based upon the advice of a nationally recognized
               investment banking firm selected by the Board of Directors of the Company;
               provided, however, if the Company shall not have made adequate provision
               to substitute for the Adjustment Shares pursuant to clause (B) above within
               thirty (30) days following the occurrence of a Section 11(a)(ii) Event (the
               “Section 11(a)(ii) Trigger Date”), then the Company shall be
               obligated to deliver, upon the surrender for exercise of a Right and without
               requiring payment of any portion of the Purchase Price, Common Shares (to the
               extent available) and then, if necessary, cash, which shares and/or cash have an
               aggregate value equal to the Spread. If the Board of Directors of the Company
               shall determine in good faith that it is likely that sufficient additional
               Common Shares might be authorized for issuance for exercise in full of the
               Rights, the thirty (30) day period set forth above may be extended to the extent
               necessary, but not more than ninety (90) days after the Section 11(a)(ii)
               Trigger Date, in order that the Company may seek shareowner approval for the
               authorization of such additional shares (such period, as it may be extended, the
               “Substitution Period”). To the extent that the Company determines that
               some action need be taken pursuant to the first and/or second sentences of this
               Section 11(a)(iii), the Company (x) shall provide, subject to the last
               paragraph of Section 11(a)(ii) hereof, that such action shall apply
               uniformly to all outstanding Rights, and (y) may suspend the exercisability of
               the Rights until the expiration of the Substitution Period to seek any
               authorization of additional shares and/or to decide the appropriate form of
               distribution to be made pursuant to such first sentence and to determine the
               value thereof. In the event of any such suspension, the Company shall issue a
               public announcement stating that the exercisability of the Rights has been
               temporarily suspended, as well as a public announcement at such time as the
               suspension is no longer in effect. For purposes of this Section 11(a)(iii),
               the value of the Common Shares shall be the current per share market price (as
               determined pursuant to Section 11(d) hereof) of the Common Shares on the
               Section 11(a)(ii) Trigger Date and the value of any “common stock
               equivalent” shall be deemed to have the same value as the Common Shares on
               such date. 



               



        (b)
          In case the Company shall fix a record date for the issuance of rights, options
          or warrants to all holders of Common Shares entitling them (for a period
          expiring within 45 calendar days after such record date) to subscribe for or
          purchase Common Shares (or securities convertible into Common Shares) at a
price           per Common Share (or having a conversion price per share, if a security
          convertible into Common Shares) less than the then current per share market
          price of the Common Shares (as defined in 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
Common           Shares outstanding on such record date plus the number of Common Shares
which           the aggregate offering price of the total number of Common Shares so to
be           offered (and/or the aggregate initial conversion price of the convertible
          securities so to be offered) would purchase at such current market price and
the           denominator of which shall be the number of Common Shares outstanding on
such           record date plus the number of additional Common 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           Directors of the Company, whose determination shall be described in a
statement           filed with the Rights Agent. Common Shares owned by or held for the
account of           the Company shall not be deemed outstanding for the purpose of any
such           computation. Such adjustment shall be made successively whenever such a
record           date is fixed; and in the event that such rights, options or warrants
are not so           issued, the Purchase Price shall be adjusted to be the Purchase
Price which           would then be in effect if such record date had not been fixed.  




11 










        (c)
          In case the Company shall fix a record date for the making of a distribution to
          all holders of the Common 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 Common
Shares) or           subscription rights or warrants (excluding those referred to in
          Section 11(b)), 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 Common Shares (as defined in
          Section 11(d)) on such record date, less the fair market value (as
          determined in good faith by the Board of Directors of the Company, whose
          determination shall be described in a statement filed with the Rights Agent) of
          the portion of the assets or evidences of indebtedness so to be distributed or
          of such subscription rights or warrants applicable to one Common Share and the
          denominator of which shall be such current per share market price of the Common
          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 shall be made successively whenever such a record date
is           fixed; and in the event that such distribution is not so made, the Purchase
          Price shall again be adjusted to be the Purchase Price which would then be in
          effect if such record date had not been fixed.  




        (d)
          For the purpose of any computation hereunder, the “current per share
market           price” of the Common Shares on any date shall be deemed to be the
average           of the daily closing prices per Common Share 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 Common Shares is determined during a period following the
          announcement by the issuer of such Common Shares of (i) a dividend or
          distribution on such Common Shares payable in Common Shares or securities
          convertible into Common Shares, or (ii) any subdivision, combination or
          reclassification of Common Shares 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 Common Share. The closing
price for each           Trading Day shall be the last sale price, regular way, or, in
case no such sale           takes place on such day, the average of the closing bid and
asked prices,           regular way, in either case as reported in the principal
consolidated           transaction reporting system with respect to securities listed or
admitted to           trading on the New York Stock Exchange or, if the Common Shares are
not listed           or admitted to trading on the New York Stock Exchange, as reported
in the           principal consolidated transaction reporting system with respect to
securities           listed on the principal national securities exchange on which the
Common Shares           are listed or admitted to trading or, if the Common Shares are
not listed or           admitted to trading on any national securities exchange, the last
quoted price           or, if not so quoted, the average of the high bid and low asked
prices in the           over-the-counter market, as reported by the National Association
of Securities           Dealers, Inc. Automated Quotations System (“Nasdaq”) or
such other           system then in use, or, if on any such date the Common Shares are
not quoted by           any such organization, the average of the closing bid and asked
prices as           furnished by a professional market maker making a market in the
Common Shares           selected by the Board of Directors of the Company. The term “Trading
          Day” shall mean a day on which the principal national securities exchange
          on which the Common Shares are listed or admitted to trading is open for the
          transaction of business or, if the Common Shares are not listed or admitted to
          trading on any national securities exchange, a Business Day.  




12 










        (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 shall be carried forward and           taken into account in
any subsequent adjustment. All calculations under this           Section 11 shall be
made to the nearest cent or to the nearest           ten-thousandth of a share as the
case may be. Notwithstanding the first sentence           of this Section 11(e), any
adjustment required by this Section 11           shall be made no later than the
earlier of (i) three years from the date of the           transaction which 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), the holder           of
any Right thereafter exercised shall become entitled to receive any shares of
          capital stock of the Company other than Common 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 Common Shares contained in
          Section 11(a) through (c), inclusive, and the provisions of
          Sections 7, 9, 10 and 13 with respect to the Common Shares shall apply on
          like terms to any such other shares.  




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




        (h)         Unless
the Company shall have exercised its election as provided in           Section 11(i),
upon each adjustment of the Purchase Price as a result of           the calculations made
in Section 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 Common Shares           (calculated to the
nearest ten-thousandth of a Common Share) obtained by (i)           multiplying (x) the
number of Common Shares covered by a Right immediately prior           to this adjustment
by (y) the Purchase Price in effect immediately prior to such           adjustment of the
Purchase Price and (ii) dividing the product so obtained by           the Purchase Price
in effect immediately after such adjustment of the Purchase           Price.  




13 










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




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




14 










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




        (n)         The
Company covenants and agrees that it shall not, at any time after the           earlier
of the Distribution Date or the Shares Acquisition Date, (i) consolidate           with
any other Person (other than a Subsidiary of the Company in a transaction           which
complies with Section 11(o) hereof), (ii) merge with or into any           other
Person (other than a Subsidiary of the Company in a transaction which           complies
with Section 11(o) hereof), (iii) sell or transfer (or permit any
          Subsidiary to sell or transfer), in one transaction, or a series of related
          transactions, assets or earning power aggregating more than 50% of the assets
or           earning power of the Company and its Subsidiaries (taken as a whole) to any
          other Person or Persons (other than the Company and/or any of its Subsidiaries
          in one or more transactions each of which complies with Section 11(o)
          hereof) or (iv) consummate a share exchange with any other Person, if at the
          time of or immediately after such consolidation, merger, sale or share exchange
          (A) there are any rights, warrants or other instruments or securities
          outstanding or agreements in effect which would substantially diminish or
          otherwise eliminate the benefits intended to be afforded by the Rights, (B)
          prior to, simultaneously with or immediately after such consolidation, merger,
          sale or share exchange the shareowners of the Person who constitute, or would
          constitute, the “Principal Party” for purposes of Section 13(a)
          hereof shall have received a distribution of Rights previously owned by such
          Person or any of its Affiliates and Associates or (C) the form or nature of
          organization of the Principal Party would preclude or limit the exercisability
          of the Rights.  




        (o)         The
Company covenants and agrees that, after the Distribution Date, it will not,
          except as permitted by Section 23, Section 24 or Section 27
          hereof, take (or permit any Subsidiary to take) any action if at the time such
          action is taken it is reasonably foreseeable that such action will diminish
          substantially or otherwise eliminate the benefits intended to be afforded by
the           Rights.  




        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 Common Shares of the Company a copy of such certificate
and (c) mail (or, if deemed appropriate by the Board of Directors of the Company, make
available at no charge) a brief summary thereof to each holder of a Right Certificate in
accordance with Section 25 hereof.  



15 











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




        (a)          In
the event that, following the Shares Acquisition Date, directly or           indirectly,
(x) the Company shall consolidate with, or merge with and into, any           other
Person (other than a Subsidiary of the Company in a transaction which           complies
with Section 11(o) hereof), and the Company shall not be the           continuing or
surviving corporation of such consolidation or merger, (y) any           Person (other
than a Subsidiary of the Company in a transaction which complies           with Section 11(o)
hereof) shall consolidate with, or merge with or into,           the Company, and the
Company shall be the continuing or surviving corporation of           such consolidation
or merger, or any Person or Persons (other than a Subsidiary           of the Company in
a transaction that complies with Section 11(o) hereof)           shall consummate a
share exchange with the Company, and, in connection with such           consolidation,
merger or share exchange, all or part of the outstanding Common           Shares of the
Company shall be changed into or exchanged for stock or other           securities of any
other Person (or the Company) or cash or any other property,           or (z) the Company
shall sell or otherwise transfer (or one or more of its           Subsidiaries shall sell
or otherwise transfer), in one transaction or a series           of related transactions,
assets or earning power aggregating more than 50% of           the assets or earning
power of the Company and its Subsidiaries (taken as a           whole) to any Person or
Persons (other than the Company or any Subsidiary of the           Company in one or more
transactions each of which complies with           Section 11(o) hereof), then, and
in each such case, proper provision shall           be made so that: (i) each holder of a
Right (except as otherwise provided           herein) shall thereafter have the right to
receive, upon the exercise thereof at           a price equal to two times the then
current Purchase Price per full Common Share           multiplied by the number of Common
Shares for which a Right is then exercisable           (or, if a Section 11(a)(ii)
Event has occurred prior to the first           occurrence of any of the events described
in clauses (x), (y) or (z) above (a           “Section 13 Event”), two
times the Purchase Price per full Common           Share in effect immediately prior to
the first occurrence of a           Section 11(a)(ii) Event multiplied by the number
of Common Shares for which           a Right was exercisable immediately prior to such
first occurrence), in           accordance with the terms of this Agreement, such number
of validly authorized           and issued, fully paid, nonassessable (except as
otherwise required by any           corporation law applicable to the Principal Party (as
such term is hereinafter           defined)) and freely tradeable Common Shares of the
Principal Party, not subject           to any liens, encumbrances, rights of first
refusal or other adverse claims, as           shall be equal to the result obtained by
(1) multiplying two times the then           current Purchase Price per full Common Share
by the number of Common Shares for           which a Right is exercisable immediately
prior to the first occurrence of a           Section 13 Event (or, if a Section 11(a)(ii)
Event has occurred prior           to the first occurrence of a Section 13 Event,
multiplying two times the           number of such shares for which a Right was
exercisable immediately prior to the           first occurrence of a Section 11(a)(ii)
Event by the Purchase Price per           full Common Share in effect immediately prior
to such first occurrence), and           dividing that product (which, following the
first occurrence of a           Section 13 Event, shall be referred to as the “Purchase
Price”          for each Right and for all purposes of this Agreement) by (2) 50% of
the current           market price (determined pursuant to Section 11(d) hereof) per
Common Share           of such Principal Party on the date of consummation of such Section 13
          Event; (ii) such Principal Party shall thereafter be liable for, and shall
          assume, by virtue of such Section 13 Event, all the obligations and duties
          of the Company pursuant to this Agreement; (iii) the term “Company”          shall
thereafter be deemed to refer to such Principal Party, it being           specifically
intended that the provisions of Section 11 hereof shall apply           only to such
Principal Party following the first occurrence of a Section 13           Event; (iv)
such Principal Party shall take such steps (including, but not           limited to, the
reservation of a sufficient number of its Common Shares) in           connection with the
consummation of any such transaction as may be necessary to           assure that the
provisions hereof shall thereafter be applicable, as nearly as           reasonably may
be, in relation to its Common Shares thereafter deliverable upon           the exercise
of the Rights; and (v) the provisions of Section 11(a)(ii)           hereof shall be
of no effect following the first occurrence of any           Section 13 Event.  





16 










        (b)          “Principal
Party” shall mean  




		    (i)    in
the case of any transaction described in clause (x) or (y) of the first
          sentence of Section 13(a), the Person that is the issuer of any securities
          into which Common Shares of the Company are converted in such merger,
          consolidation or share exchange, and if no securities are so issued, (A) the
          Person that is the other party to the merger, consolidation or share exchange
          and that survives such merger or consolidation, or, if there is more than one
          such Person, the Person the Common Shares of which have the greatest aggregate
          market value of shares outstanding or (B) if the Person that is the other party
          to the merger or consolidation does not survive the merger or consolidation,
the           Person that does survive the merger or consolidation (including the Company
if           it survives); and  







		    (ii)    in
the case of any transaction described in clause (z) of the first sentence of
          Section 13(a), the Person that is the party receiving the greatest portion
          of the assets or earning power transferred pursuant to such transaction or
          transactions;  







provided, however, that in any
such case, (1) if the Common Shares of such Person are not at such time and have not been
continuously over the preceding twelve (12) month-period registered under Section 12
of the Exchange Act, and such Person is a direct or indirect Subsidiary of another Person
the Common Shares of which are and have been so registered, “Principal Party”
shall refer to such other Person; and (2) in case such Person is a Subsidiary, directly or
indirectly, of more than one Person, the Common Shares of two or more of which are and
have been so registered, “Principal Party” shall refer to whichever of such
Persons is the issuer of the Common Shares having the greatest aggregate market value. 



        (c)          The
Company shall not consummate any such consolidation, merger, share exchange,
          sale or transfer unless the Principal Party shall have a sufficient number of
          authorized Common Shares which have not been issued or reserved for issuance to
          permit the exercise in full of the Rights in accordance with this
          Section 13 and unless prior thereto the Company and such Principal Party
          shall have executed and delivered to the Rights Agent a supplemental agreement
          providing for the terms set forth in paragraphs (a) and (b) of this
          Section 13 and further providing that, as soon as practicable after the
          date of any consolidation, merger, share exchange or sale of assets mentioned
in           paragraph (a) of this Section 13, the Principal Party will:  




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








17 









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







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



        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, in either case as
reported in the           principal consolidated transaction reporting system with
respect to securities           listed or admitted to trading on the New York Stock
Exchange or, if the Rights           are not listed or admitted to trading on the New
York Stock Exchange, as           reported in the principal consolidated transaction
reporting system with respect           to securities listed on the principal national
securities exchange on which the           Rights are listed or admitted to trading or,
if the Rights are not listed or           admitted to trading on any national securities
exchange, the last quoted price           or, if not so quoted, the average of the high
bid and low asked prices in the           over-the-counter market, as reported by 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 Directors 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 Directors of
the Company shall be used.  




        (b)
          The Company shall not be required to issue fractions of Common Shares upon
          exercise of the Rights or to distribute certificates which evidence fractional
          Common Shares. In lieu of fractional Common Shares, equal to one-half of a
          Common Share or less, 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 Common
          Share. Any exercise of Rights that would entitle the holder thereof to receive
          any fraction of a Common Share greater than one-half of a Common Share shall be
          governed by Section 7(a) hereof. For purposes of this Section 14(b), the
          current market value of a Common Share shall be the closing price of a Common
          Share (as determined pursuant to the second sentence of Section 11(d)
          hereof) for the Trading Day immediately prior to the date of such exercise.  





18 









        (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 Section 18
hereof, are vested in the respective registered holders of the Right Certificates (and,
prior to the Distribution Date, the registered holders of the Common Shares); and any
registered holder of any Right Certificate (or, prior to the Distribution Date, of the
Common Shares), without the consent of the Rights Agent or of the holder of any other
Right Certificate (or, prior to the Distribution Date, of the Common Shares), 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 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 Common Shares;  




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




        (c)
          the Company and the Rights Agent may deem and treat the person in whose name
the           Right Certificate (or, prior to the Distribution Date, the associated
Common           Shares 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 Shares certificate
made by           anyone other than the Company or the Rights Agent) for all purposes
whatsoever,           and neither the Company nor the Rights Agent shall be affected by
any notice to           the contrary; and  




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




19 










        Section
17. Right Certificate Holder Not Deemed a Shareowner. No holder,
as such, of any Right Certificate shall be entitled to vote, receive dividends or other
distributions or be deemed for any purpose the holder of the Common 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 shareowner of the Company or any right to vote for the election of directors or upon
any matter submitted to shareowners at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings or other actions
affecting shareowners (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.  




        (a)
          The Company agrees to pay to the Rights Agent reasonable compensation for all
          services rendered by it hereunder and, from time to time, on demand of the
          Rights Agent, its reasonable expenses and counsel fees and other disbursements
          incurred in the administration and execution of this 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 anything done or omitted by the Rights Agent in
          connection with the acceptance and administration of this Agreement, including
          the costs and expenses of defending against any claim of liability in the
          premises.  




        (b)
          The Rights Agent shall be protected and shall incur no liability for, or in
          respect of any action taken, suffered or omitted by it in connection with, its
          administration of this Agreement in reliance upon any Right Certificate or
          certificate for the Common Shares 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. 




        (a)
          Any corporation into which the Rights Agent or any successor Rights Agent may
be           merged or with which it may be consolidated, or any corporation resulting
from           any merger or consolidation to which the Rights Agent or any successor
Rights           Agent shall be a party, or any corporation succeeding to the 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 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.  





20 









        (b)
          In case at any time the name of the Rights Agent shall be changed and at such
          time any of the Right Certificates shall have been countersigned but not
          delivered, the Rights Agent may adopt the countersignature under its prior name
          and deliver 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 Rights Agent may consult with legal counsel (who may be legal counsel for
          the Company), and the opinion of such counsel shall be full and complete
          authorization and protection to the Rights Agent as to any action taken or
          omitted by it in good faith and in accordance with such opinion.  




        (b)
          Whenever in the performance of its duties under this Agreement the Rights Agent
          shall deem it necessary or desirable that any fact or matter be proved or
          established by the Company prior to taking or suffering any action hereunder,
          such fact or matter (unless other evidence in respect thereof be herein
          specifically prescribed) may be deemed to be conclusively proved and
established           by a certificate signed by the Chairman of the Board, the Chief
Executive           Officer, the President or any Vice President and by the Treasurer or
any           Assistant Treasurer or the Corporate Secretary or any Assistant Corporate
          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 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.  




21 










        (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
          authorization, execution and delivery 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 Section 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 actual notice that such change or
          adjustment is required); nor shall it by any act hereunder be deemed to make
any           representation or warranty as to the authorization or reservation of any
Common           Shares or other securities to be issued pursuant to this Agreement or
any Right           Certificate or as to whether any Common Shares or other securities
will, when           issued, be validly authorized and issued, fully paid and
nonassessable.  




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




        (g)
          The Rights Agent is hereby authorized and directed to accept instructions with
          respect to the performance of its duties hereunder from any one of the Chairman
          of the Board, the Chief Executive Officer, the President, any Vice President,
          the Corporate Secretary, any Assistant Corporate Secretary, the Treasurer or
any           Assistant Treasurer of the Company, and to apply to such officers for
advice or           instructions in connection with its duties, and it shall not be
liable for any           action taken or suffered by it in good faith in accordance with
instructions of           any such officer or for any delay in acting while waiting for
those           instructions.  




        (h)
          The Rights Agent and any shareowner, director, officer or employee of the
Rights           Agent may buy, sell or deal in, or act as the transfer agent for, any of
the           Rights, Common Shares 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 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
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 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) a
corporation organized and doing business under the laws of the United States or of the
State of New York or the State of Wisconsin (or of any other state of the United States
so long as such corporation is authorized to do business as a banking institution in the
State of New York or the State of Wisconsin), in good standing, having an office or
agency in the State of Wisconsin 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 authority and which has at the time of its appointment
as Rights Agent a combined capital and surplus of at least $50 million, or (b) an
Affiliate of a corporation described in clause (a) of this sentence. After appointment,
the successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without further act
or deed; but the predecessor Rights Agent shall deliver and transfer to the successor
Rights Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later than the
effective date of any such appointment the Company shall file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the Common 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.  




22 










        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 Directors 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 Rights may be redeemed by action of the Board of Directors pursuant to
          subsection (b) of this Section 23 and shall not be redeemed in any other
          manner.  




        (b)
          The Board of Directors of the Company may, at its option, at any time prior to
          such time as any Person becomes an Acquiring Person, redeem all but not less
          than all the then outstanding Rights at a redemption price of $.001 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”). The redemption of
          the Rights by the Board of Directors may be made effective at such time on such
          basis and with such conditions as the Board of Directors in its sole discretion
          may establish. Notwithstanding anything contained in this Agreement to the
          contrary, the Rights shall not be exercisable after the first occurrence of a
          Section 11(a)(ii) Event until such time as the Company’s right of
          redemption hereunder has expired.  




23 










        (c) Immediately
upon the effectiveness of the action of the Board of Directors of           the Company
ordering the redemption of the Rights pursuant to subsection (b) 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 shall be to receive the Redemption Price. The Company shall           promptly
give public notice of any such redemption; provided, however,          that the
failure to give, or any defect in, any such notice shall not affect the
          validity of such redemption. Within 10 days after the effectiveness of the
          action of the Board of Directors ordering the redemption of the Rights pursuant
          to subsection (b), the Company shall 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 Shares. Any notice
          which is mailed in the manner herein provided shall be deemed given, whether or
          not the holder receives the notice. Each such notice of redemption will state
          the method by which the payment of the Redemption Price will be made. 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,
and           other than in connection with the purchase of Common Shares prior to the
          Distribution Date.  




	 	        Section
24. Exchange. 







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




        (b)
          Immediately upon the action of the Board of Directors 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 Common Shares of the Company equal to
          the number of such Rights held by such holder multiplied by the Exchange Ratio.
          The Company shall promptly give public notice of any such exchange; provided,
          however, that the failure to give, or any defect in, such notice shall not
          affect the validity of such exchange. The Company promptly shall mail a notice
          of any such exchange to all of the holders of such Rights at their last
          addresses as they appear upon the registry books of the Rights Agent. Any
notice           which is mailed in the manner herein provided shall be deemed given,
whether or           not the holder receives the notice. Each such notice of exchange
will state the           method by which the exchange of the Common Shares of the Company
for Rights will           be effected and, in the event of any partial exchange, the
number of Rights           which will be exchanged. Any partial exchange shall be
effected pro rata based           on the number of Rights (other than Rights which have
become void pursuant to           the provisions of Section 11(a)(ii) hereof) held
by each holder of Rights.  




24 










        (c)
          In any exchange pursuant to this Section 24, the Company, at its option,
          may substitute common stock equivalents (as such term is defined in Section
          11(a)(iii) hereof) for some or all of the Common Shares exchangeable for
Rights.  




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




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




        Section
25. Notice of Certain Events. 




        (a)
          In case the Company shall propose, after the Distribution Date, (i) to pay any
          dividend payable in stock of any class to the holders of Common Shares or to
          make any other distribution to the holders of Common Shares (other than a
          regular quarterly cash dividend), (ii) to offer to the holders of Common Shares
          rights or warrants to subscribe for or to purchase any additional Common Shares
          or shares of stock of any class or any other securities, rights or options,
          (iii) to effect any reclassification of Common Shares (other than a
          reclassification involving only the subdivision of outstanding Common Shares),
          (iv) to effect any consolidation or merger into or with (other than a merger of
          a Subsidiary into or with the Company), to effect any share exchange with or to
          effect any sale or other transfer (or to permit one or more of its Subsidiaries
          to effect any sale or other transfer), in one 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, or (v) to effect the liquidation, dissolution
          or winding up of the Company, then, in each such case, the Company shall give
to           each holder of a Right Certificate, 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, share
exchange,           sale, transfer, liquidation, dissolution, or winding up is to take
place and the           date of participation therein by the holders of the Common Shares
if any such           date is to be fixed, and such notice shall be so given in the case
of any action           covered by clause (i) or (ii) above at least 10 days prior to the
record date           for determining holders of Common 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 Common Shares, whichever shall be the earlier.  





25 









        (b)
          In case any of Section 11(a)(ii) Event or Section 13 Event shall
          occur, then, in any such case, (i) the Company shall 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 include a brief summary of the Section 11(a)(ii) Event or
          Section 13 Event, as the case may be, and the consequences thereof to
          holders of Rights.  




        Section
26. Notices. 




        (a)
          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:  




	 	
Alliant
Energy Corporation
4902 North Biltmore Lane
Madison, Wisconsin 53718
Attention: Corporate
Secretary 






        (b)
          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:  




	 	
Wells
Fargo Bank, N. A.
Shareowner Services
161 North Concord Exchange
South St. Paul, Minnesota
55075
Attention: Alliant Energy Account Manager  






        (c)
          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 shall be
          sufficiently given or made if sent by first-class mail, postage prepaid,
          addressed to such holder at the address of such holder as shown on the registry
          books of the Company.  




        Section
27. Supplements and Amendments. Prior to the Distribution Date
and subject to the penultimate sentence of this Section 27, the Company may and the
Rights Agent shall, if the Company so directs, supplement or amend any provision of this
Agreement without the approval of any holders of certificates representing Common Shares
of the Company. Without limiting the foregoing, the Company may at any time prior to such
time as any Person becomes an Acquiring Person amend this Agreement to lower the
thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%,
with appropriate exceptions for persons then beneficially owning Common Shares of the
Company constituting a percentage of the number of Common Shares then outstanding equal
to or in excess of the new threshold. From and after the Distribution Date and subject to
the penultimate sentence of this Section 27, the Company and the Rights Agent shall,
if the Company so directs, supplement or amend this Agreement without the approval of any
holders of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or
supplement any provision contained herein which may be defective or inconsistent with any
other provision herein, (iii) to shorten or lengthen any time period hereunder, or (iv)
to change or supplement the provisions hereunder in any manner which the Company may deem
necessary or desirable and which shall not adversely affect the interests of the holders
of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an
Acquiring Person); provided, that from and after the Distribution Date this
Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of
this 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 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. Notwithstanding anything contained in this Agreement to the
contrary, no supplement or amendment shall be made which reduces the then effective
Redemption Price or moves to an earlier date the then effective Final Expiration Date.
Prior to the Distribution Date, the interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Common Shares of the Company.  





26 









        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. Benefits of this Agreement. Nothing in this Agreement shall
be construed to give to any person or corporation other than the Company, the Rights
Agent and the registered holders of the Right Certificates (and, prior to the
Distribution Date, the Common Shares of the Company) any legal or equitable right, remedy
or claim under this Agreement; but this Agreement shall be for the sole and exclusive
benefit of the Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, the Common Shares of the Company).  




        Section
30. 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
31. 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
Wisconsin 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
32. 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.  




27 










        Section
33. 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
34. Determinations and Actions by the Board of Directors. For all
purposes of this Agreement, any calculation of the number of Common Shares of the Company
outstanding at any particular time, including for purposes of determining the particular
percentage of such outstanding Common Shares of which any Person is the Beneficial Owner,
shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General
Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall
have the exclusive power and authority to administer this Agreement and to exercise all
rights and powers specifically granted to the Board or to the Company, or as may be
necessary or advisable in the administration of this Agreement, including, without
limitation, the right and power to (a) interpret the provisions of this Agreement, and
(b) make all determinations deemed necessary or advisable for the administration of this
Agreement (including a determination to redeem or not redeem the Rights or to amend the
Agreement and any determination as to whether actions or any Person shall be such as to
cause such Person to beneficially own shares held by another Person). All such actions,
calculations, interpretations and determinations (including, for purposes of clause (ii)
below, all omissions with respect to the foregoing) which are done or made by the Board
of the Company in good faith, shall (i) be final, conclusive and binding on the Company,
the Rights Agent, the holders of the Rights and all other parties, and (ii) not subject
the Board of the Company to any liability to the holders of the Rights.  












28 









        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. 



		ALLIANT ENERGY CORPORATION
	
Attest:
	

/s/ F. J. Buri	/s/ Patricia L. Kampling
	By:    F.J. Buri	By:    Patricia L. Kampling
	Title:  Corporate Secretary	Title:  Vice President and Treasurer
	

 	WELLS FARGO BANK, N. A.
	
Attest:
	
/s/ Claudine Anderson	/s/ Barbara M. Novak
	By:    Claudine Anderson	By:    Barbara M. Novak
	Title:   Vice President	Title:  Vice President













29 









		

		EXHIBIT A
		







[Form of Right
Certificate] 



	Certificate No. R-	_______ Rights 








	 	
NOT
EXERCISABLE AFTER DECEMBER 11, 2018 (SUBJECT TO EXTENSION) OR EARLIER IF REDEMPTION OR
 EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.001 PER RIGHT AND TO
EXCHANGE ON  THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. 






Right Certificate 



ALLIANT ENERGY
CORPORATION 



        This
certifies that ________________, or registered assigns, is the registered owner of the
number of Rights set forth above, each of which entitles the owner thereof, subject to the
terms, provisions and conditions of the Amended and Restated Rights Agreement, dated as of
December 11, 2008, and as such agreement may be amended (the “Rights
Agreement”), between Alliant Energy Corporation, a Wisconsin corporation (the
“Company”), and Wells Fargo Bank, N. A., a national banking association (the
“Rights Agent”), to purchase from the Company at any time after the Distribution
Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.,
Madison, Wisconsin time, on December 11, 2018, subject to extension, at the principal
office of the Rights Agent, or at the office of its successor as Rights Agent, one-half of
one fully paid nonassessable (except as otherwise provided by any corporation law
applicable to the Company) share of common stock, par value $.01 (“Common
Shares”), of the Company, at a purchase price of $110.00 per full Common Share (the
“Purchase Price”) (equivalent to $55.00 for each one-half of a Common Share),
upon presentation and surrender of this Right Certificate with the Form of Election to
Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the
number of Common Shares which may be purchased upon exercise hereof) set forth above, and
the Purchase Price set forth above, are the number and Purchase Price as of
December 11, 2008, based on the Common Shares as constituted at such date. As
provided in the Rights Agreement, the Purchase Price and the number of Common Shares which
may be purchased upon the exercise of the Rights evidenced by this Right Certificate are
subject to modification and adjustment upon the happening of certain events. 



        This
Right Certificate is subject to all of the terms, provisions and conditions of the Rights
Agreement, which terms, provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Rights Agreement reference is hereby made
for a full description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the holders of the Right
Certificates. Copies of the Rights Agreement are on file at the principal executive
offices of the Company and the above-mentioned offices of the Rights Agent. 




A-1 










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



        Subject
to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i)
may be redeemed by the Company at a redemption price of $.001 per Right or (ii) may be
exchanged in whole or in part for Common Shares. The Board of Directors of the Company
may, at its option, at any time after any Person becomes an Acquiring Person, but prior to
such Person’s acquisition of 50% or more of the outstanding Common Shares, exchange
the Rights evidenced by the Certificate for Common Shares, at an exchange ratio of one
Common Share per Right, subject to adjustment, as provided in the Rights Agreement. 



        No
fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced
hereby, but in lieu thereof a cash payment will be made, as provided in the Rights
Agreement. No Rights may be exercised that would entitle the holder to any fraction of a
Common Share greater than one-half of a Common Share unless concurrently therewith such
holder purchases an additional fraction of a Common Share which, when added to the number
of Common Shares to be received upon such exercise, equals an integral number of Common
Shares, as provided in the Rights Agreement. 



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



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









A-2 










        WITNESS
the facsimile signature of the proper officers of the Company and its corporate seal.  Dated as of ____________,
____. 



	ATTEST:	ALLIANT ENERGY CORPORATION
	

_____________________________________	By:  _______________________________
		        Title:  _________________________





Countersigned: 



WELLS FARGO BANK, N. A. 







	By:  	_______________________________
         
Authorized Signature
















A-3 









[Form of Reverse Side
of Right Certificate] 



FORM OF ASSIGNMENT 



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



        FOR
VALUE  RECEIVED _______________________________  hereby sells,  assigns and  transfers
 unto ___________________________________________________________ 
                    (Please print name and
address of transferee) 
_____________________________________________________________
this Right Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the
within Right Certificate on the books of the within-named Company, with full power of
substitution.  




Dated:____________,____ 



		_____________________________________
		Signature





Signature Medallion
Guaranteed: 



        The
undersigned hereby certifies that the Rights evidenced by this Right Certificate are not
beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined
in the Rights Agreement). 


		_____________________________________
		Signature







     









A-4 









[Form of Reverse Side
of Right Certificate — continued] 



FORM OF ELECTION TO
PURCHASE 



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



To ALLIANT ENERGY CORPORATION: 



        The
undersigned hereby irrevocably elects to exercise __________________ Rights represented by
this Right Certificate to purchase the Common Shares issuable upon the exercise of such
Rights and requests that certificates for such Common Shares be issued in the name of: 



Please insert social security 
or
other identifying number 



_________________________________________________________________________________

(Please
print name and address)  



_________________________________________________________________________________  



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



Please insert social security 
or
other identifying number 



_________________________________________________________________________________

(Please
print name and address)  



_________________________________________________________________________________  



Dated: ____________, ____ 




		_____________________________________
		Signature








Signature Medallion
Guaranteed: 



        Signatures
must be guaranteed by a member firm of a registered national securities exchange, a member
of the Financial Industry Regulatory Authority, or a commercial bank or trust company
having an office or correspondent in the United States. 





A-5 









[Form of Reverse Side
of Right Certificate — continued] 



     



        The
undersigned hereby certifies that the Rights evidenced by this Right Certificate are not
beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined
in the Rights Agreement). 


		_____________________________________
		Signature






     



NOTICE 



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



        In
the event the certification set forth above in the Form of Assignment or the Form of
Election to Purchase, as the case may be, is not completed, the Company and the Rights
Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to
be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights
Agreement) and such Assignment or Election to Purchase will not be honored. 












A-6 







		

		EXHIBIT B
		








ALLIANT ENERGY
CORPORATION 



SUMMARY OF RIGHTS TO
PURCHASE
COMMON SHARES 



        On
January 20, 1999, the Board of Directors of Alliant Energy Corporation (the
“Company”) declared a dividend of one common share purchase right (a
“Right”) for each outstanding share of common stock, $.01 par value (the
“Common Shares”), of the Company. The dividend was payable upon the close of
business on February 22, 1999 to the shareowners of record on that date (the “Record
Date”). Each Right entitles the registered holder to purchase from the Company
one-half of one Common Share, at a price of $110.00 per full Common Share (equivalent to
$55.00 for each one-half of a Common Share), subject to adjustment (the “Purchase
Price”). The description and terms of the Rights are set forth in an Amended and
Restated Rights Agreement (the “Rights Agreement”) between the Company and Wells
Fargo Bank, N. A., as Rights Agent (the “Rights Agent”). 



        Until
the earlier to occur of (i) 10 days following a public announcement that a person or group
of affiliated or associated persons (other than the Company, a subsidiary of the Company
or an employee benefit plan of the Company or a subsidiary) (an “Acquiring
Person”) has acquired beneficial ownership of 15% or more of the outstanding Common
Shares (the “Shares Acquisition Date”) or (ii) 10 business days (or such later
date as may be determined by action of the Company’s Board of Directors prior to such
time as any person becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person or group (other than the
Company, a subsidiary of the Company or an employee benefit plan of the Company or a
subsidiary) of 15% or more of such outstanding Common Shares (the earlier of such dates
being called the “Distribution Date”), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the Record Date, by such
Common Share certificate. 



        The
Rights Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued after the
Record Date, upon transfer or new issuance of Common Shares, will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any certificates
for Common Shares, outstanding as of the Record Date, even without such notation, will
also constitute the transfer of the Rights associated with the Common Shares represented
by such certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (“Right Certificates”) will be mailed to
holders of record of the Common Shares as of the close of business on the Distribution
Date and such separate Right Certificates alone will evidence the Rights. 




B-1 









        The
Rights are not exercisable until the Distribution Date. The Rights will expire on December
11, 2018 (the “Final Expiration Date”), unless the Rights are earlier redeemed
or exchanged by the Company, or the Rights Agreement is amended, in each case as described
below. 



        The
Purchase Price payable, and the number of Common Shares or other securities or property
issuable, upon exercise of the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Common Shares, (ii) upon the grant to holders of the Common
Shares of certain rights or warrants to subscribe for or purchase Common Shares at a
price, or securities convertible into Common Shares with a conversion price, less than the
then current market price of the Common Shares or (iii) upon the distribution to holders
of the Common Shares of evidences of indebtedness or assets (excluding regular quarterly
cash dividends or dividends payable in Common Shares) or of subscription rights or
warrants (other than those referred to above). 



        In
the event that any person becomes an Acquiring Person (a “Flip-In Event”), each
holder of a Right (except as otherwise provided in the Rights Agreement) will thereafter
have the right to receive upon exercise that number of Common Shares (or, in certain
circumstances cash, property or other securities of the Company or a reduction in the
Purchase Price) having a market value of two times the then current Purchase Price per
full Common Share. Notwithstanding any of the foregoing, following the occurrence of a
Flip-In Event all Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, or subsequently become beneficially owned by an Acquiring Person, related
persons and transferees will be null and void. 



        In
the event that, at any time following the Shares Acquisition Date, (i) the Company is
acquired in a merger or other business combination transaction or (ii) 50% or more of its
consolidated assets or earning power are sold (the events described in clauses (i) and
(ii) are herein referred to as “Flip-Over Events”), proper provision will be
made so that holders of Rights (except as otherwise provided in the Rights Agreement) will
thereafter have the right to receive, upon the exercise thereof at the then current
Purchase Price, that number of shares of common stock of the acquiring company which at
the time of such transaction will have a market value of two times the then current
Purchase Price per full Common Share. 



        With
certain exceptions, no adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price. No fractional
Common Shares will be issued. In lieu of fractional Common Shares equal to one-half of a
Common Share or less, an adjustment in cash will be made based on the market price of the
Common Shares on the last trading day prior to the date of exercise. No Rights may be
exercised that would entitle the holder thereof to any fractional Common Share greater
than one-half of a Common Share unless concurrently therewith such holder purchases an
additional fraction of a Common Share which when added to the number of Common Shares to
be received upon such exercise, equals an integral number of Common Shares. 






        The
Purchase Price is payable by certified check, cashier’s check, bank draft or money
order or, if so provided by the Company, the Purchase Price following the occurrence of a
Flip-In Event and until the first occurrence of a Flip-Over Event may be paid in Common
Shares having an equivalent value. 



B-2 










        At
any time after a person becomes an Acquiring Person and prior to the acquisition by such
Acquiring Person of 50% or more of the outstanding Common Shares, the Board of Directors
of the Company may exchange the Rights (other than Rights owned by any Acquiring Person
which have become void), in whole or in part, at an exchange ratio of one Common Share per
Right (subject to adjustment). 



        At
any time prior to a person becoming an Acquiring Person, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right
(the “Redemption Price”). The redemption of the Rights may be made effective at
such time, on such basis and with such conditions as the Board of Directors in its sole
discretion may establish. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price. 



        Other
than amendments that would change the Redemption Price or move to an earlier date the
Final Expiration Date of the Rights, the terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the holders of the Rights, including an
amendment to lower the threshold for exercisability of the Rights from 15% to not less
than 10%, with appropriate exceptions for any person then beneficially owning a percentage
of the number of Common Shares then outstanding equal to or in excess of the new
threshold, except that from and after the Distribution Date no such amendment may
adversely affect the interests of the holders of the Rights. 



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







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










B-3