Exhibit
4.1

    


    RIGHTS
AGREEMENT

    


    dated
as of June 11, 2009

    


    by
and between

    


    ROCKY
BRANDS, INC.

    


    and

    


    COMPUTERSHARE
TRUST COMPANY, N.A.

    


    as
Rights Agent



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	 
      	 
      	
                                Page

                              
	 
      	 
      	 
      	 
      
	
                                Section
      1.

                              	
                                Certain
      Definitions

                              	 
      	
                                 
      1

                              
	 
      	 
      	 
      	 
      
	
                                Section
      2.

                              	
                                Appointment
      of Rights Agent

                              	 
      	
                                 
      7

                              
	 
      	 
      	 
      	 
      
	
                                Section
      3.

                              	
                                Issuance
      of Right Certificates

                              	 
      	
                                 
      7

                              
	 
      	 
      	 
      	 
      
	
                                Section
      4.

                              	
                                Form
      of Right Certificates

                              	 
      	
                                 
      9

                              
	 
      	 
      	 
      	 
      
	
                                Section
      5.

                              	
                                Countersignature
      and Registration

                              	 
      	
                                 
      9

                              
	 
      	 
      	 
      	 
      
	
                                Section
      6.

                              	
                                Transfer,
      Split Up, Combination and Exchange of Rights

                              	 
      	
                                 
      

                              
	 
      	
                                Certificates;
      Mutilated, Destroyed, Lost or Stolen Right Certificates

                              	 
      	
                                10

                              
	 
      	 
      	 
      	 
      
	
                                Section
      7.

                              	
                                Exercise
      of Rights

                              	 
      	
                                10

                              
	 
      	 
      	 
      	 
      
	
                                Section
      8.

                              	
                                Cancellation
      and Destruction of Right Certificates

                              	 
      	
                                12

                              
	 
      	 
      	 
      	 
      
	
                                Section
      9.

                              	
                                Reservation
      and Availability of Capital Stock

                              	 
      	
                                12

                              
	 
      	 
      	 
      	 
      
	
                                Section
      10

                              	
                                Securities
      Record Date

                              	 
      	
                                13

                              
	 
      	 
      	 
      	 
      
	
                                Section
      11.

                              	
                                Adjustment
      of Exercise Price, Number of Shares Issuable

                              	 
      	
                                 
      

                              
	 
      	
                                Upon
      Exercise of Rights or Number of Rights

                              	 
      	
                                14

                              
	 
      	 
      	 
      	 
      
	
                                Section
      12.

                              	
                                Certificate
      of Adjusted Exercise Price or Number of Shares

                              	 
      	 
      
	 
      	
                                Issuable
      Upon Exercise of Rights

                              	 
      	
                                19

                              
	 
      	 
      	 
      	 
      
	
                                Section
      13.

                              	
                                Consolidation,
      Merger, or Sale or Transfer of

                              	 
      	 
      
	 
      	
                                Assets
      or Earning Power

                              	 
      	
                                19

                              
	 
      	 
      	 
      	 
      
	
                                Section
      14.

                              	
                                Fractional
      Rights and Fractional Shares

                              	 
      	
                                21

                              
	 
      	 
      	 
      	 
      
	
                                Section
      15.

                              	
                                Rights
      of Action

                              	 
      	
                                22

                              
	 
      	 
      	 
      	 
      
	
                                Section
      16.

                              	
                                Agreement
      of Right Holders

                              	 
      	
                                22

                              
	 
      	 
      	 
      	 
      
	
                                Section
      17.

                              	
                                Right
      Holder and Right Certificate Holder

                              	 
      	 
      
	 
      	
                                Not
      Deemed a Shareholder

                              	 
      	
                                23

                              
	 
      	 
      	 
      	 
      
	
                                Section
      18.

                              	
                                Concerning
      the Rights Agent

                              	 
      	
                                23

                              


                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        
          
            	
                    Section
      19.

                  	
                    Merger
      or Consolidation or Change of Name of Rights Agent

                  	 
      	
                    23

                  
	 
      	 
      	 
      	 
      
	
                    Section
      20.

                  	
                    Duties
      of Rights Agent

                  	 
      	
                    24

                  
	 
      	 
      	 
      	 
      
	
                    Section
      21.

                  	
                    Change
      of Rights Agent

                  	 
      	
                    26

                  
	 
      	 
      	 
      	 
      
	
                    Section
      22.

                  	
                    Issuance
      of New Right Certificates

                  	 
      	
                    27

                  
	 
      	 
      	 
      	 
      
	
                    Section
      23.

                  	
                    Redemption
      of Rights

                  	 
      	
                    27

                  
	 
      	 
      	 
      	 
      
	
                    Section
      24.

                  	
                    Exchange
      of Rights

                  	 
      	
                    27

                  
	 
      	 
      	 
      	 
      
	
                    Section
      25.

                  	
                    Notice
      of Certain Events

                  	 
      	
                    29

                  
	 
      	 
      	 
      	 
      
	
                    Section
      26.

                  	
                    Notices

                  	 
      	
                    29

                  
	 
      	 
      	 
      	 
      
	
                    Section
      27.

                  	
                    Supplements
      and Amendments

                  	 
      	
                    30

                  
	 
      	 
      	 
      	 
      
	
                    Section
      28

                  	
                    Certain
      Covenants

                  	 
      	
                    31

                  
	 
      	 
      	 
      	 
      
	
                    Section
      29.

                  	
                    Successors

                  	 
      	
                    31

                  
	 
      	 
      	 
      	 
      
	
                    Section
      30.

                  	
                    Benefits
      of this Agreement

                  	 
      	
                    31

                  
	 
      	 
      	 
      	 
      
	
                    Section
      31.

                  	
                    Severability

                  	 
      	
                    31

                  
	 
      	 
      	 
      	 
      
	
                    Section
      32.

                  	
                    Governing
      Law

                  	 
      	
                    31

                  
	 
      	 
      	 
      	 
      
	
                    Section
      33.

                  	
                    Counterparts

                  	 
      	
                    32

                  
	 
      	 
      	 
      	 
      
	
                    Section
      34.

                  	
                    Descriptive
      Headings

                  	 
      	
                    32

                  
	 
      	 
      	 
      	 
      
	
                    Section
      35.

                  	
                    Force
      Majeure

                  	 
      	
                    32

                  


          

        

      

    

     

    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    TABLE
OF EXHIBITS

    


    
      Exhibit
A                     Section
(E) of Article FOURTH of the Second Amended and Restated Articles of
Incorporation

    

    


    Exhibit
B                      Form
of Right Certificate

    


    Exhibit
C                      Form
of Summary of the Rights


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    RIGHTS
AGREEMENT

    


    This
Rights Agreement (“Agreement”) is made and entered into as of June 11, 2009, by
and between Rocky
Brands, Inc., an Ohio corporation (the “Company”), and
Computershare Trust Company, N.A., a federally chartered trust company
(the “Rights Agent”).

    


    WHEREAS, the Board of
Directors of the Company has authorized and declared a dividend of one preferred
stock purchase right (a “Right”) for each Common Share (as hereinafter defined)
of the Company, which dividend is payable on June 22, 2009 (the “Record Date”),
to the holders of record of Common Shares as of the Close of Business (as
hereinafter defined) on such date;

    


    WHEREAS, the Board of
Directors of the Company has further authorized and directed the issuance of one
(subject to adjustment of such number as provided in this Agreement) Right for
(A) each Common Share that shall be issued by the Company at any time after the
Record Date and prior to the earliest of the date of the first Section 11(a)(ii)
Event, the date of the first Section 13(a) Event, the Redemption Date or the
Expiration Date (as such terms are hereinafter defined), and (B) each Common
Share that shall be issued by the Company at any time on or after the earlier of
the date of the first Section 11(a)(ii) Event or the date of the first Section
13(a) Event and prior to the earlier of the Redemption Date or the Expiration
Date pursuant to the exercise of conversion rights, exchange rights, rights
(other than Rights), warrants or options that shall have been issued or granted
prior to the earlier of the date of the first Section 11(a)(ii) Event or the
date of the first Section 13(a) Event, unless the Board of Directors shall
provide otherwise at the time of the issuance or grant of such conversion
rights, exchange rights, rights (other than Rights), warrants or options;
and

    


    WHEREAS, in connection with
the matters referred to herein, the Company desires to appoint the Rights Agent
to act on behalf of the Company for the benefit of the holders of Rights, and
the Rights Agent is willing so to act;

    


    NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual agreements set forth
herein, and for the benefit of the holders of Rights, the parties hereto hereby
agree as follows:

    


    
      	
              Section
    1.

            	
              Certain
      Definitions.

            


    

    


    For
purposes of this Agreement, the following terms have the meanings
indicated:

    


    (a)           “Affiliate”
and “Associate” shall have the respective meanings ascribed to such terms in
Rule 12b-2 promulgated under the Exchange Act, as in effect on the date
hereof.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (b)           A
Person shall be deemed the “Beneficial Owner” of and shall be deemed to
“Beneficially Own”:

    


    (i)  any
securities that such Person or any of such Person’s Affiliates or Associates
beneficially owns, directly or indirectly, for purposes of Section 13(d) of the
Exchange Act and Rule 13d-3 promulgated under the Exchange Act, in each case as
in effect on the date hereof;

    


    (ii)  any
securities that such Person or any of such Person’s Affiliates or Associates has
the right to acquire (whether such right is exercisable immediately, or only
after the passage of time, compliance with regulatory requirements, the
fulfillment of a condition, or otherwise) pursuant to any agreement, arrangement
or understanding, or upon the exercise of conversion rights, exchange rights,
rights (other than the Rights), warrants or options, or otherwise, provided that
a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own,
securities tendered pursuant to a tender offer 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;

    


    (iii)  any
securities that such Person or any of such Person’s Affiliates or Associates has
the right to vote, alone or in concert with others, pursuant to any agreement,
arrangement or understanding, provided 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 (A) arises solely from a
revocable proxy given to such Person or any of such Person’s Affiliates or
Associates in response to a public proxy solicitation made pursuant to and in
accordance with the applicable rules and regulations of the Exchange Act, and
(B) is not also then reportable on Schedule 13D under the Exchange Act (or any
comparable or successor report);

    


    
      (iv)  any
securities that 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 for the purpose of acquiring,
holding, voting (other than voting pursuant to a revocable proxy as described in
the proviso to Section 1(b)(iii) hereof) or disposing of any securities of the
Company;

    

    


    
      (v)  any
securities in respect of which such Person or any of such Person’s Affiliates or
Associates has a Synthetic Long Position (as hereinafter defined);
and

    

    


    
      (vi)  on
any day on or after the Distribution Date, all Rights that prior to such date
were represented by certificates for Common Shares that such Person Beneficially
Owns on such day.

    

    


    Notwithstanding
anything to the contrary in this Section 1(b), a Person engaged in business as
an underwriter of securities shall not be deemed to be the Beneficial Owner of,
or to Beneficially Own, any securities acquired through such Person’s
participation in good faith in a firm commitment underwriting until the
expiration of 40 days after the date of such acquisition.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (c)           “Business
Day” shall mean any day other than a Saturday, a Sunday or a day on which the
New York Stock Exchange is closed.

    


    (d)           “Close
of Business” on any given date shall mean 5:00 o’clock p.m., eastern time, on
such date; provided, however, that if such date is not a Business Day, it shall
mean 5:00 o’clock p.m., eastern time, on the next succeeding Business
Day.

    


    (e)           “Closing
Price” of a stock or other security on any day shall be the last sale price,
regular way, per share of such stock or unit of such other security on such day
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 such stock or other
security is 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 such
stock or other security is listed or admitted to trading or, if such stock or
other security is not listed or admitted to trading on any national securities
exchange, the last quoted sale price or, if not so quoted, the average of the
high bid and low asked prices in the over-the-counter market, as reported by the
Financial Industry Regulatory Authority (“FINRA”) or such other system then in
use or, if on any such date such stock or other security is not quoted by any
such organization, the average of the closing bid and asked prices as furnished
by a professional market maker that makes a market in such stock or other
security and that is selected by the Board of Directors of the
Company.

    


    (f)           “Common
Share” shall mean one share of the Common Stock, no par value, of the Company,
unless used with reference to a Person other than the Company, in which case it
shall mean one share of the class of capital stock (or equity interest) of such
other Person having the greatest voting power per share or, if such Person is a
Subsidiary of another Person, of the Person that ultimately controls such
Person.

    


    (g)           “Common
Share Equivalent” shall have the meaning ascribed to it in Section 11(a)(iii)
hereof.

    


    (h)           “Current
Market Price” per share of a stock or unit of any other security on any date
shall mean the average of the daily Closing Prices of such stock or other
security for the 30 consecutive Trading Days through and including the Trading
Day immediately preceding the date in question; provided, however, that if any
event shall have caused the Closing Price on any Trading Day during such 30-day
period not to be fully comparable with the Closing Price on the date in question
(or, if no Closing Price is available on the date in question, on the Trading
Day immediately preceding the date in question), then each such noncomparable
Closing Price so used shall be appropriately adjusted by the Board of Directors
of the Company in order to make the Closing Price on each Trading Day during the
period used for the determination of the Current Market Price fully comparable
with the Closing Price on such date in question (or, if applicable, the
immediately preceding Trading Day).  “Current Market Price” per share
of any stock or unit of such other security that is not publicly held or so
listed or traded, and “Current Market Price” of any other property, shall mean
the fair value per share of such stock or unit of such other security, or the
fair value of such other property, respectively, as determined in good faith by
the Board of Directors of the Company based upon such appraisals or valuation
reports of such independent experts as the Board of Directors shall in good
faith determine appropriate, which determination shall be described in a
statement filed by the Company with the Rights Agent.



    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    (i)           “Distribution
Date” shall have the meaning ascribed to it in Section 3 hereof.

    


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

    


    (k)          “Exchange
Ratio” shall have the meaning ascribed to it in Section 24(a)
hereof.

    


    (l)           “Exempt
Person” shall mean the Company, any wholly-owned Subsidiary of the Company, any
employee benefit plan of the Company or of a Subsidiary of the Company, and any
Person holding Voting Shares for or pursuant to the terms of any such employee
benefit plan.

    


    (m)         “Exercise
Price” shall have the meaning ascribed to it in Section 7(c)
hereof.

    


    (n)          “Expiration
Date” shall mean June 11, 2012, unless the Distribution Date shall occur on or
prior to such date and the Rights shall have separated from the Common Shares
pursuant to the terms of this Agreement, in which case “Expiration Date” shall
mean the date which is the third anniversary of the Distribution
Date.

    


    (o)          “Person”
shall mean any individual, firm, partnership, corporation, association, group
(as such term is used in Rule 13d-5 promulgated under the Exchange Act as in
effect on the date hereof) or other entity, and shall include any successor (by
merger or otherwise) of such entity.

    


    (p)          “Preferred
Share” shall mean one share of the Series B Junior Participating Cumulative
Preferred Stock, no par value, of the Company, which shall have the rights and
preferences set forth in Section (E) of Article FOURTH of the Second Amended and
Restated Articles of Incorporation attached hereto as Exhibit A.

    


    (q)          “Preferred
Share Equivalents” shall have the meaning ascribed to it in Section 11(b)
hereof.

    


    (r)           “Record
Date” shall have the meaning ascribed to it in the recitals hereto.

    


    (s)          “Redemption
Date” shall mean the date of the action of the Board of Directors of the Company
authorizing and directing the redemption of the Rights pursuant to Section 23(a)
hereof or the exchange of the Rights pursuant to Section 24(a)
hereof.

    


    (t)           “Redemption
Price” shall have the meaning ascribed to it in Section 23(a)
hereof.

    


    (u)          “Right”
shall have the meaning ascribed to it in the recitals hereto.

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    (v)          “Rights
Agent” shall have the meaning ascribed to it in the recitals
hereto.

    


    (w)         “Section
11(a)(ii) Event” shall have the meaning ascribed to it in Section 11(a)(ii)
hereof.

    


    (x)          “Section
13(a) Event” shall have the meaning ascribed to it in Section 13(a)
hereof.

    


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

    


    (z)          “Subsidiary”
of any Person shall mean any corporation or other Person of which equity
securities or equity interests representing a majority of the voting power are
owned, directly or indirectly, or which is effectively controlled, by such
Person.

    


    (aa)        “Surviving
Person” shall have the meaning ascribed to it in Section 13(a)
hereof.

    


    (bb)        “Synthetic
Long Position” shall mean any option, warrant, convertible security, stock
appreciation right or other contractual right, whether or not presently
exercisable, which has an exercise or conversion privilege or a settlement
payment or mechanism at a price related to Common Stock or a value determined in
whole or part with reference to, or derived in whole or in part from, the market
price or value of Common Stock, whether or not such right is subject to
settlement in whole or in part in Common Stock, and which increases in value as
the value of Common Stock increases or which provides to the holder of such
right an opportunity, directly or indirectly, to profit or share in any profit
derived from any increase in the value of Common Stock, but shall not
include:

    


    (i)  rights
of a pledgee under a bona fide pledge of Common Stock;

    


    (ii)  rights
of all holders of Common Stock to receive Common Stock pro rata, or obligations
to dispose of Common Stock, as a result of a merger, exchange offer, or
consolidation involving the Company;

    


    (iii)  rights
or obligations to surrender Common Stock, or have Common Stock withheld, upon
the receipt or exercise of a derivative security or the receipt or vesting of
equity securities, in order to satisfy the exercise price or the tax withholding
consequences of receipt, exercise or vesting;

    


    (iv)  interests
in broad-based index options, broad-based index futures, and broad-based
publicly traded market baskets of stocks approved for trading by the appropriate
federal governmental authority;

    


    (v)  interests
or rights to participate in employee benefit plans of the Company held by
employees or former employees of the Company; or

    


    (vi)  options
granted to an underwriter in a registered public offering for the purpose of
satisfying over-allotments in such offering.

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    The
shares of Common Stock in respect of which a Person has a Synthetic Long
Position shall be the notional or other number of shares of Common Stock
specified in a filing by such Person or any of such Person’s Affiliates or
Associates with the Securities and Exchange Commission in respect of which
shares of Common Stock are the “subject security” or in the documentation
evidencing the Synthetic Long Position as being subject to be acquired upon the
exercise or settlement of the applicable right or as the basis upon which the
value or settlement amount of such right, or the opportunity of the holder of
such right to profit or share in any profit, is to be calculated in whole or in
part or, if no such number of shares of Common Stock is specified in any filing
or documentation, as determined by the Board in good faith to be the number of
shares of Common Stock to which the Synthetic Long Position
relates.

    


    (cc)          “Trading
Day” shall mean, as to any stock or other security, a day on which the principal
national securities exchange on which such stock or other security is listed or
admitted to trading is open for the transaction of business or, if such stock or
other security is not listed or admitted to trading on any national securities
exchange, a Business Day.

    


    (dd)          “Unavailable
Adjustment Shares” has the meaning ascribed to it in Section 11(a)(iii)
hereof.

    


    (ee)          “Voting
Share” shall mean (i) a Common Share of the Company and (ii) any other share of
capital stock of the Company entitled to vote generally in the election of
directors or entitled to vote together with the Common Shares in respect of any
merger, consolidation, sale of all or substantially all of the Company’s assets,
liquidation, dissolution or winding up.  References in this Agreement
to a percentage or portion of the outstanding Voting Shares shall be deemed a
reference to the percentage or portion of the total votes entitled to be cast by
the holders of the outstanding Voting Shares.

    


    (ff)           “20%
Ownership Date” shall mean the first date after the declaration by the Board of
Directors referred to in the first recital hereto of public announcement (which,
for purposes of this definition, shall include, without limitation, a report
filed pursuant to Section 13(d) of the Exchange Act) by the Company or a 20%
Shareholder containing the facts by virtue of which a Person has become a 20%
Shareholder.

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (gg)          “20%
Shareholder” shall mean any Person that, together with all Affiliates and
Associates of such Person, shall be the Beneficial Owner of such number of
Voting Shares of the Company as constitutes a percentage of the then outstanding
Voting Shares that is equal to or greater than 20%; provided, however, that the
term “20% Shareholder” shall not include:  (i) an Exempt
Person;  (ii) any Person that, together with all Affiliates and
Associates of such Person, became the Beneficial Owner of 20% or more of the
Voting Shares of the Company on or prior to June 11, 2009 (“Existing Owner”),
unless and until such Existing Owner, after June 11, 2009, becomes the
Beneficial Owner of additional Voting Shares representing 1% or more of the
Voting Shares or, after first becoming the Beneficial Owner of less than 20% of
the Voting Shares, again becomes the owner of 20% or more of the Voting Shares;
or (iii) any Person if such Person would not otherwise be a 20% Shareholder but
for a reduction in the number of outstanding Voting Shares resulting from a
stock repurchase program or other similar plan of the Company or from a
self-tender offer of the Company, which plan or tender offer commenced on or
after the date hereof, provided, however, that the term “20% Shareholder” shall
include such Person from and after the first date upon which (A) such Person,
since the date of the commencement of such plan or tender offer, shall have
acquired Beneficial Ownership of, in the aggregate, a number of Voting Shares of
the Company equal to 1% or more of the Voting Shares of the Company then
outstanding and (B) such Person, together with all Affiliates and Associates of
such Person, shall Beneficially Own 20% or more of the Voting Shares of the
Company then outstanding.  In calculating the percentage of the
outstanding Voting Shares that are Beneficially Owned by a Person for purposes
of this subsection (ff), Voting Shares that are Beneficially Owned by such
Person shall be deemed outstanding, and Voting Shares that are not Beneficially
Owned by such Person and that are subject to issuance upon the exercise or
conversion of outstanding conversion rights, exchange rights, rights (other than
Rights), warrants or options shall not be deemed
outstanding.  Notwithstanding the foregoing, if the Board of Directors
of the Company determines in good faith that a Person that would otherwise be a
20% Shareholder pursuant to the foregoing provisions of this Section 1(ff) and
Section 1(b) hereof has become such inadvertently, and such Person (a) promptly
notifies the Board of Directors of such status and (b) as promptly as
practicable thereafter, either divests of a sufficient number of Voting Shares
so that such Person would no longer be a 20% Shareholder, or causes any other
circumstance, such as the existence of an agreement respecting Voting Shares, to
be eliminated such that such Person would no longer be a 20% Shareholder as
defined pursuant to this Section 1(ff) and 1(b), then such Person shall not be
deemed to be a 20% Shareholder for any purposes of this
Agreement.  Any determination made by the Board of Directors of the
Company as to whether any Person is or is not a 20% Shareholder shall be
conclusive and binding upon all holders of Rights.

    


    
      	
              Section
    2.

            	
              Appointment of Rights
      Agent.

            


    

    


    The
Company hereby appoints the Rights Agent to act as agent for the Company in
accordance with the terms and conditions hereof, and the Rights Agent hereby
accepts such appointment.  The Company may from time to time appoint
such co-Rights Agents as it may deem necessary or desirable, upon ten days’
prior written notice to the Rights Agent.  The Rights Agent shall have
no duty to supervise, and shall in no event be liable for, the acts or omissions
of any such co-Rights Agent.

    


    
      	
              Section
      3.

            	
              Issuance
      of Right Certificates.

            


    

    


    (a)       “Distribution
Date” shall mean the date, after the date hereof, that is the earliest of (i)
the tenth Business Day (or such later day as shall be designated by the Board of
Directors of the Company) following the date of the commencement of, or the
first public announcement of the intent of any Person, other than an Exempt
Person, to commence, a tender offer or exchange offer, the consummation of which
would cause any Person to become a 20% Shareholder, (ii) the date of the first
Section 11(a)(ii) Event or (iii) the date of the first Section 13(a)
Event.

    


    (b)       Until
the Distribution Date, (i) the Rights shall be represented by certificates for
Common Shares (all of which certificates for Common Shares shall be deemed to be
Right Certificates) and not by separate Right Certificates, (ii) the record
holder of the Common Shares represented by each of such certificates shall be
the record holder of the Rights represented thereby and (iii) the Rights shall
be transferable only in connection with the transfer of Common
Shares.  Until the earliest of the Distribution Date, the Redemption
Date or the Expiration Date, the surrender for transfer of such certificates for
Common Shares shall also constitute the surrender for transfer of the Rights
represented thereby.

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (c)       As
soon as practicable after the Distribution Date, and after notification by the
Company, the Rights Agent shall send, at the Company’s expense, by first-class,
postage-prepaid mail to each record holder of Common Shares, 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 substantially in the form of Exhibit
B hereto representing one Right for each Common Share so held. From and after
the Distribution Date, the Rights shall be represented solely by such Right
Certificates and may only be transferred by the transfer of such Right
Certificates, and the holders of such Right Certificates, as listed in the
records of the Company or any transfer agent or registrar for such Rights, shall
be the record holders of such Rights.

    


    (d)       As
soon as practicable after the Record Date, the Company shall send a copy of a
Summary of the Rights in substantially the form attached hereto as Exhibit C by
first-class, postage-prepaid mail to each record holder of Common Shares as of
the Close of Business on the Record Date at the address of such holder shown on
the records of the Company.

    


    (e)       Certificates
for Common Shares issued at any time after the Record Date and prior to the
earliest of the Distribution Date, the Redemption Date or the Expiration Date,
shall have impressed on, printed on, written on or otherwise affixed to them the
following legend:

    


    This
certificate also represents Rights that entitle the holder hereof to certain
rights as set forth in a Rights Agreement, dated as of June 11, 2009, by and
between the Corporation and Computershare Trust Company, N.A., as Rights Agent
(the “Rights Agreement”), the terms and conditions of which are hereby
incorporated herein by reference and a copy of which is on file at the principal
executive offices of the Corporation.

    


    Under
certain circumstances specified in the Rights Agreement, such Rights will be
represented by separate certificates and will no longer be represented by this
certificate. Under certain circumstances specified in the Rights Agreement,
Rights beneficially owned by certain persons may become null and void. The
Corporation will mail to the record holder of this certificate a copy of the
Rights Agreement without charge promptly following receipt of a written request
therefor.

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    (f)       In
the event that at any time on or after the earlier of the date of the first
Section 11(a)(ii) Event or the date of the first Section 13(a) Event and prior
to the earlier of the Redemption Date or the Expiration Date, the Company shall
issue any Common Shares pursuant to the exercise of conversion rights, exchange
rights, rights (other than Rights), warrants or options that shall have been
issued or granted prior to the earlier of the date of the first Section
11(a)(ii) Event or the date of the first Section 13(a) Event, then, unless the
Board of Directors of the Company shall have provided otherwise at the time of
the issuance or grant of such conversion rights, exchange rights, rights (other
than Rights), warrants or options, the Rights Agent shall, as soon as
practicable after the date of such event, send by first-class, postage-prepaid
mail to the record holder of such Common Shares, at the address of such holder
as shown on the records of the Company, a Right Certificate substantially in the
form of Exhibit B hereto representing one Right for each Common Share so
issued.

    


    (h)      Notwithstanding
the foregoing provisions of this Section 3, the Rights Agent shall not send any
Right Certificate to any 20% Shareholder or any of its Affiliates or Associates
or to any Person if the Rights held by such Person are Beneficially Owned by a
20% Shareholder or any of its Affiliates or Associates.  Any
determination made by the Board of Directors of the Company as to whether any
Common Shares are or were Beneficially Owned at any time by a 20% Shareholder or
an Affiliate or Associate of a 20% Shareholder shall be conclusive and binding
upon all holders of Rights.

    


    
      	
              Section
    4.

            	
              Form of Right
      Certificates.

            


    

    


    The Right
Certificates and the form of assignment, including certificate, and the form of
election to purchase, including certificate, printed on the reverse thereof,
when, as and if issued, shall be substantially the same as Exhibit B hereto, and
may have such marks of identification or designation and such legends, summaries
or endorsements printed thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange upon which the
Rights or the securities of the Company issuable upon exercise of the Rights may
from time to time be listed, or to conform to usage.  Subject to
Section 22 hereof, Right Certificates, whenever issued, that are issued in
respect of Common Shares that were issued and outstanding as of the Close of
Business on the Distribution Date, shall be dated as of the Distribution
Date.

    


    
      	
              Section
      5.

            	
              Countersignature
      and Registration.

            


    

    


    (a)       The
Right Certificates shall be executed on behalf of the Company by its Chairman of
the Board, its Chief Executive Officer, its President or any Vice President,
either manually or by facsimile signature, and may have affixed thereto the
Company’s seal or a facsimile thereof attested by its Secretary or any Assistant
Secretary, either manually or by facsimile signature.  The Right
Certificates shall be countersigned by an authorized signatory of the Rights
Agent (which need not be the same authorized signatory for all of the Right
Certificates) and shall not be valid for any purpose unless so
countersigned.  In case any officer of the Company who shall have
signed any of the Right Certificates 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 may nevertheless be countersigned by an
authorized signatory of 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.  Any
Right Certificate may be signed on behalf of the Company by any person who at
the actual date of such execution shall be a proper officer of the Company to
sign such Right Certificate, even though such person was not such an officer at
the date of the execution of this Agreement.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


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

    


    
      	
              Section
      6.

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

            


    

    


    (a)       Subject
to the provisions of Sections 6(c), 7(d) and 14 hereof, at any time after the
Close of Business on the Distribution Date, and so long as the Rights
represented thereby remain outstanding, any one or more Right Certificates may
be transferred, split up, combined or exchanged for one or more Right
Certificates representing the same aggregate number of Rights as the Right
Certificates surrendered.  Any registered holder desiring to transfer,
split up, combine or exchange one or more Right Certificates shall make such
request in writing delivered to the Rights Agent, and shall surrender the Right
Certificates to be transferred, split up, combined or exchanged at the office of
the Rights Agent with the form of assignment, including certificate, on the
reverse side thereof completed and duly executed, with signature guaranteed and
such other and further documentation as the Rights Agent may reasonably
request.  Thereupon, the Rights Agent shall countersign and deliver to
the person entitled thereto one or more Right Certificates, 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 such Right Certificate, if
mutilated, along with signature guarantees and such other and further
documentation as the Rights Agent may reasonably request, the Company shall
issue and deliver to the Rights Agent for delivery to the record holder of such
Right Certificate a new Right Certificate of like tenor in lieu of such lost,
stolen, destroyed or mutilated Right Certificate.

    


    
      	
              Section
      7.

            	
              Exercise
      of Rights.

            


    

    


    (a)       Until
the Distribution Date, no Right may be exercised.

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (b)      Subject
to Section 7(d) and (g) hereof and the other provisions of this Agreement, at
any time after the Close of Business on the Distribution Date and prior to the
Close of Business on the earlier of the Redemption Date or the Expiration Date,
the registered holder of any Right Certificate may exercise the Rights
represented thereby in whole or in part upon surrender of such Right
Certificate, with the form of election to purchase, including certificate, on
the reverse side thereof completed and duly executed, with signature guaranteed,
to the Rights Agent at the office of the Rights Agent, along with a signature
guarantee and such other and further documentation as the Rights Agent may
reasonably request, together with payment of the Exercise Price for each Right
exercised.  Upon the exercise of an exercisable Right and payment of
the Exercise Price in accordance with the provisions of this Agreement, the
holder of such Right shall be entitled to receive, subject to adjustment as
provided herein, one one-hundredth of a Preferred Share (or, following the
occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares,
other securities, cash and/or other property in accordance with the provisions
of this Agreement).

    


    (c)       The
Exercise Price for the exercise of each Right shall initially be $16.00 (Sixteen
dollars) and shall be payable in lawful money of the United States of America in
accordance with Section 7(f) hereof.  The Exercise Price and the
number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii)
Event or a Section 13(a) Event, Common Shares, cash and/or other property in
accordance with the provisions of this Agreement) to be acquired upon exercise
of a Right shall be subject to adjustment from time to time as provided in
Sections 7(e), 11 and 13 hereof and the other provisions of this
Agreement.

    


    (d)       Notwithstanding
anything in this Agreement to the contrary, from and after the earlier of the
date of the first Section 11(a)(ii) Event or the date of the first Section 13(a)
Event, any Rights that are or were Beneficially Owned by a 20% Shareholder or
any Affiliate or Associate of a 20% Shareholder at any time on or after the
Distribution Date shall be null and void, and for all purposes of this Agreement
such Rights shall thereafter be deemed not to be outstanding, and any holder of
such Rights (whether or not such holder is a 20% Shareholder or an Affiliate or
Associate of a 20% Shareholder) shall thereafter have no right to exercise such
Rights.

    


    (e)       Prior
to the Distribution Date, if the Board of Directors of the Company shall have
determined that such action adequately protects the interests of the holders of
Rights, the Company may, in its discretion, substitute for all or any portion of
the Preferred Shares that would otherwise be issuable (after the Close of
Business on the Distribution Date) upon the exercise of each Right and payment
of the Exercise Price, (i) cash, (ii) other equity securities of the Company,
(iii) debt securities of the Company, (iv) other property, or (v) any
combination of the foregoing, in each case having an aggregate Current Market
Price equal to the aggregate Current Market Price of the Preferred Shares for
which substitution is made.  Subject to Section 7(d) hereof, in the
event that the Company takes any action pursuant to this Section 7(e), such
action shall apply uniformly to all outstanding Rights.

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (f)       Upon
receipt of a Right Certificate representing exercisable Rights, with the form of
election to purchase, including certificate, completed and duly executed, with
signature guaranteed, accompanied by payment of the Exercise Price for each
Right to be exercised 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 by certified check or cashier’s check payable to the order of
the Company, the Rights Agent shall thereupon promptly (i) requisition from the
transfer agent of the Preferred Shares (or, following the occurrence of a
Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, other
securities, cash and/or other property in accordance with the provisions of this
Agreement), certificates for the number of Preferred Shares (or such other
securities) to be purchased, and the Company hereby irrevocably authorizes such
transfer agent to comply with all such requests, and/or, as provided in Section
14 hereof, requisition from the depositary agent described therein depositary
receipts representing such number of one-hundredths of a Preferred Share (or
such other securities) as are to be purchased (in which case certificates for
the Preferred Shares (or such other securities) represented by such receipts
shall be deposited by the transfer agent with such depositary agent) and the
Company hereby directs such depositary agent to comply with such request, (ii)
when appropriate, requisition from the Company the amount of cash to be paid in
lieu of issuance of fractional Preferred Shares (or such other securities) in
accordance with Section 14 hereof, (iii) after receipt of such certificates,
depositary receipts or cash, 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 thereof, deliver such cash to or upon the order of the registered holder
of such Right Certificate.

    


    (g)      Notwithstanding
the foregoing provisions of this Section 7, the exercisability of the Rights
shall be suspended for such period as shall reasonably be necessary for the
Company to register under the Securities Act and any applicable securities law
of any jurisdiction the Preferred Shares to be issued pursuant to the exercise
of the Rights; provided, however, that nothing contained in this Section 7 shall
relieve the Company of its obligations under Section 9(c) hereof.

    


    (h)      In
case the registered holder of any Right Certificate shall exercise less than all
of the Rights represented thereby, a new Right Certificate representing Rights
equivalent to the Rights remaining unexercised shall be issued by the Rights
Agent to the registered holder of such Right Certificate or to such holder’s
duly authorized assigns, subject to the provisions of Section 14
hereof.

    


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

    


    
      	
              Section
      9.

            	
              Reservation
      and Availability of Capital Stock.

            


    

    


    (a)       Subject
to Section 7(e) hereof, the Company shall cause to be reserved and kept
available out of its authorized and unissued equity securities (or out of its
authorized and issued equity securities held in its treasury), the number of
such equity securities that will from time to time be sufficient to permit the
exercise in full of all outstanding Rights.

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    (b)      In
the event that any securities issuable upon exercise of the Rights are listed on
any national securities exchange, the Company shall use its best efforts, from
and after such time as the Rights become exercisable, to cause all such
securities issued or reserved for such issuance to be listed on such exchange
upon official notice of issuance upon such exercise.

    


    (c)       If
necessary to permit the issuance of securities upon exercise of the Rights, the
Company shall use its best efforts, from and after the Distribution Date, to
register such securities under the Securities Act and any applicable securities
laws and to keep such registration effective until the earlier of the Redemption
Date or the Expiration Date.

    


    (d)       The
Company shall take all such action as may be necessary to ensure that all
securities delivered upon exercise of the Rights shall, at the time of delivery
of the certificates for such securities (subject to payment of the Exercise
Price), be duly and validly authorized and issued and fully paid and
nonassessable securities.

    


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

    


    (f)        With
respect to the Common Shares and/or other securities issuable pursuant to
Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be applicable
only upon and following the occurrence of a Section 11(a)(ii)
Event.

    


    
      	
              Section
    10.

            	
              Securities Record
      Date.

            


    

    


    Each
person in whose name any certificate for securities of the Company is issued
upon the exercise of Rights shall for all purposes be deemed to have become the
holder of record of the securities represented thereby on, and such certificate
shall be dated, the date upon which the Right Certificate representing such
Rights was duly surrendered and payment of the Exercise 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 securities transfer books of the
Company are closed, such person shall be deemed to have become the record holder
of such securities on, and such certificate shall be dated, the next succeeding
Business Day on which the securities transfer books of the Company are
open.

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
              Section
      11.

            	
              Adjustment
      of Exercise Price, Number of Shares Issuable Upon Exercise of Rights or
      Number of Rights.

            


    

    


    The
Exercise Price, the number and kind of securities that may be purchased upon
exercise of a 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 that the Company shall at any time after the Close of Business on the
Record Date and prior to the Close of Business on the earlier of the Redemption
Date or the Expiration Date (A) declare or pay any dividend on the Preferred
Shares payable in Preferred Shares or Voting Shares, (B) subdivide the
outstanding Preferred Shares, (C) combine the outstanding Preferred Shares into
a smaller number of Preferred Shares or (D) issue Preferred Shares or Voting
Shares in a reclassification of the Preferred Shares (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), then, and upon each such
event, the number and kind of Preferred Shares or other securities issuable upon
the exercise of a Right on the date of such event shall be proportionately
adjusted so that the holder of any Right exercised on or after such date shall
be entitled to receive, upon the exercise thereof and payment of the Exercise
Price, the aggregate number and kind of Preferred Shares or other securities or
other property, as the case may be, that, if such Right had been exercised
immediately prior to such date and at a time when such Right was exercisable and
the transfer books of the Company were open, such holder would have owned upon
such exercise and would have been entitled to receive by virtue of such
dividend, subdivision, combination or reclassification.  If an event
occurs that would require an adjustment under both this Section 11(a)(i) and
Section 11(a)(ii) hereof, the adjustment provided for in this Section 11(a)(i)
shall be in addition to, and shall be made prior to, any adjustment required
pursuant to Section 11(a)(ii) hereof.

    


      
(ii)           In the
event (a “Section 11(a)(ii) Event”) that a 20% Ownership Date shall have
occurred and neither the Redemption Date nor the Expiration Date shall have
occurred prior to the tenth Business Day following such 20% Ownership Date,
then, and effective as of the end of such tenth Business Day, proper provision
shall be made so that except as provided in Section 7(d) hereof, each holder of
a Right shall thereafter have the right to receive, upon the exercise thereof in
accordance with the terms of this Agreement and payment of the then current
Exercise Price, in lieu of the securities or other property otherwise
purchasable upon such exercise, such number of Common Shares of the Company as
shall equal the result obtained by multiplying the then current Exercise Price
by the then number of one-hundredths of a Preferred Share for which a Right was
exercisable (or, if the Distribution Date shall not have occurred prior to the
date of such Section 11(a)(ii) Event, the number of one-hundredths of a
Preferred Share for which a Right would have been exercisable if the
Distribution Date had occurred on the Business Day immediately preceding the
date of such Section 11(a)(ii) Event) immediately prior to such Section
11(a)(ii) Event, and dividing that product by 50% of the Current Market Price
(determined pursuant to Section 11(d) hereof) of a Common Share on the date of
occurrence of the relevant Section 11(a)(ii) Event (such number of shares being
hereinafter referred to as the “Adjustment Shares”).  Successive
adjustments shall be made pursuant to this paragraph each time a Section
11(a)(ii) Event occurs.

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    (iii)           In
the event that on the date of a Section 11(a)(ii) Event the aggregate number of
Common Shares that are authorized by the Company’s Second Amended and Restated
Articles of Incorporation but not outstanding or reserved for issuance for
purposes other than upon exercise of the Rights is less than the aggregate
number of Adjustment Shares thereafter issuable upon the exercise in full of the
Rights in accordance with Section 11(a)(ii) hereof (the excess of such number of
Adjustment Shares over and above such number of Common Shares being hereinafter
referred to as the “Unavailable Adjustment Shares”), then, and upon each such
event, the Company shall substitute for the pro rata portion of the Unavailable
Adjustment Shares that would otherwise be issuable thereafter upon the exercise
of each Right and payment of the Exercise Price, (A) cash, (B) other equity
securities of the Company (including, without limitation, shares of preferred
stock of the Company or units of such shares having the same Current Market
Price as one Common Share (a “Common Share Equivalent”)), (C) debt securities of
the Company, (D) other property or (E) any combination of the foregoing, in each
case having an aggregate Current Market Price equal to the aggregate Current
Market Price of the Unavailable Adjustment Shares for which substitution is
made.  Subject to Section 7(d) hereof, in the event that the Company
takes any action pursuant to this Section 11(a)(iii), such action shall apply
uniformly to all outstanding Rights.

    


    (b)      In
the event that the Company shall, at any time after the Close of Business on the
Record Date and prior to the Close of Business on the earlier of the Redemption
Date or the Expiration Date, fix a record date prior to the earlier of the
Redemption Date or the Expiration Date for the issuance of rights, options or
warrants to all holders of Preferred Shares entitling them initially to
subscribe for or purchase Preferred Shares (or shares having the same rights,
privileges and preferences as the Preferred Shares (“Preferred Share
Equivalents”)) or securities convertible into Preferred Shares or Preferred
Share Equivalents, at a price per Preferred Share or Preferred Share Equivalent
(or having a conversion price per share, if a security convertible into
Preferred Shares or Preferred Share Equivalents) less than the Current Market
Price per Preferred Share on such record date, then, and upon each such event,
the Exercise Price to be in effect after such record date shall be determined by
multiplying the Exercise Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be equal to the sum of the number of
Preferred Shares outstanding on such record date plus the number of Preferred
Shares that the aggregate offering price of the total number of Preferred Shares
and/or Preferred Share Equivalents to be so offered (and/or the aggregate
initial conversion price of the convertible securities to be so offered) would
purchase at such Current Market Price, and the denominator of which shall be
equal to the number of Preferred Shares outstanding on such record date plus the
number of additional Preferred Shares and/or Preferred Share Equivalents to be
offered for subscription or purchase (or into which the convertible securities
to be so offered are initially convertible); provided, however, that if such
rights, options or warrants are not exercisable immediately upon issuance but
become exercisable only upon the occurrence of a specified event or the passage
of a specified period of time, then the adjustment to the Exercise Price shall
be made and become effective only upon the occurrence of such event or such
passage of time, and such adjustment shall be made as if the record date for the
issuance of such rights, options or warrants had been the business day
immediately preceding the date upon which such rights, options or warrants
became exercisable.  Preferred Shares owned by or held for the account
of the Company shall not be deemed outstanding for the purpose of any such
computation.  Such adjustment to the Exercise Price shall be made
successively whenever such a record date is fixed, and in the event that such
rights or warrants are not so issued, the Exercise Price shall be adjusted to be
the Exercise Price that would then be in effect if such record date had not been
fixed.

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    (c)      In
the event that the Company shall, at any time after the Close of Business on the
Record Date and prior to the Close of Business on the earlier of the Redemption
Date or the Expiration Date, fix a record date for the making of a distribution
to all holders of the Preferred Shares (including any such distribution made in
connection with a consolidation or merger in which the Company is the surviving
corporation) of securities or assets (other than a distribution of securities
for which an adjustment is required under Section 11(a)(i) or (b) hereof or a
regular quarterly cash dividend), then the Exercise Price to be in effect after
such record date shall be determined by multiplying the Exercise Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be equal to the excess of the Current Market Price per Preferred Share on
such record date over and above the fair market value of the portion of the
securities or assets to be so distributed with respect to one Preferred Share,
and the denominator of which shall be equal to such Current Market Price per
Preferred Share.  Such adjustments shall be made successively whenever
such a record date is fixed, and in the event that such a distribution is not so
made, the Exercise Price shall be adjusted to be the Exercise Price that would
then be in effect if such record date had not been fixed.

    


    (d)      For
the purpose of any computation under this Section 11, if the Preferred Shares
are not publicly held or traded, the “Current Market Price” per Preferred Share
shall be conclusively deemed to be the Current Market Price per Common Share
multiplied by 100.

    


    (e)       No
adjustment in the Exercise Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Exercise Price; provided,
however, that any adjustments that by reason of this Section 11(e) are not
required to be made shall be cumulated and taken into account in any subsequent
adjustment.  All calculations under this Section 11 shall be made to
the nearest cent or to the nearest one-hundredth of a Common Share or other
share or one-ten thousandth of a Preferred Share, as the case may
be.

    


    (f)        If,
as a result of an adjustment made pursuant to Section 11(a) hereof, the holder
of any Right thereafter exercised shall become entitled to receive any
securities of the Company other than Preferred Shares, the number of such other
securities 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 Preferred Shares contained in this
Section 11, and the other provisions of this Agreement with respect to Preferred
Shares shall apply on like terms to any such other securities.

    


    (g)       All
Rights originally issued by the Company subsequent to any adjustment made to the
Exercise Price hereunder shall represent the right to purchase, at the adjusted
Exercise Price, the number of one-hundredths of a Preferred Share purchasable
from time to time hereunder upon exercise of the Rights, all subject to further
adjustment as provided herein.

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    (h)       Unless
the Company shall have exercised its election as provided in Section 11(i)
below, upon each adjustment of the Exercise Price as a result of the
calculations made in Sections 11(b) and (c) hereof, each Right outstanding
immediately prior to the making of such adjustment shall thereafter represent
the right to purchase, at the adjusted Exercise Price, that number of
one-hundredths of a Preferred Share (calculated to the nearest one-ten
thousandth of a Preferred Share) obtained by multiplying (i) the number of
one-hundredths of a Preferred Share purchasable upon the exercise of one Right
immediately prior to such adjustment of the Exercise Price by (ii) the Exercise
Price in effect immediately prior to such adjustment, and dividing the product
so obtained by the Exercise Price in effect immediately after such
adjustment.

    


    (i)        The
Company may elect, on or after the date of any adjustment of the Exercise Price,
to adjust the number of Rights instead of making any adjustment in the number of
Preferred 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 one-hundredths of a Preferred Share for which a
Right was exercisable immediately prior to such adjustment.  Each
Right held of record prior to such adjustment of the number of Rights shall
become that number of Rights (calculated to the nearest one one-hundredth of a
Right) obtained by dividing the Exercise Price in effect immediately prior to
the adjustment of the Exercise Price by the Exercise Price in effect immediately
after such adjustment of the Exercise Price.  The Company shall make a
public announcement of its election to adjust the number of Rights pursuant to
this Section 11(i), indicating the record date for the adjustment and, if known
at the time, the amount of the adjustment to be made.  Such record
date may be the date on which the Exercise Price is adjusted or any day
thereafter, but, if separate Right Certificates have been issued, it shall be at
least ten days after the date of such public announcement.  If
separate 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 representing, 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, 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 such adjustment,
and upon surrender thereof if required by the Company, new Right Certificates
representing all the Rights to which such holders shall be entitled after such
adjustment.  Right Certificates to be so distributed shall be issued,
executed and countersigned in the manner provided for herein (and may bear, at
the option of the Company, the adjusted Exercise Price) and shall be registered
in the names of the holders of record of Right Certificates on the record date
specified in the public announcement.

    


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

    


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

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


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

    


    (m)      Anything
in this Section 11 to the contrary notwithstanding, the Company shall be
entitled to make such further adjustments in the number of one-hundredths of a
Preferred Share that may be purchased upon exercise of one Right, and such
further adjustments in the Exercise 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 (i) consolidation
or subdivision of the Preferred Shares, (ii) issuance wholly for cash of any
Preferred Shares at less than the Current Market Price thereof, (iii) issuance
wholly for cash of Preferred Shares or securities that by their terms are
convertible into or exchangeable for Preferred Shares, (iv) dividends on
Preferred Shares payable in Preferred Shares or (v) issuance of rights, options
or warrants referred to Section 11(b) hereof, hereafter made by the Company to
holders of its Preferred Shares shall not be taxable to such
shareholders.

    


    (n)      In
the event that the Company shall, at any time after the Close of Business on the
Record Date and prior to the Close of Business on the earliest of the date of
the first Section 11(a)(ii) Event, the date of the first Section 13(a) Event,
the Redemption Date or the Expiration Date, (i) pay any dividend on the Common
Shares payable in Common Shares, (ii) subdivide the outstanding Common Shares,
(iii) combine the outstanding Common Shares into a smaller number of Common
Shares or (iv) issue Common Shares 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), then,
and upon each such event, the Exercise Price to be in effect after such event
shall be determined by multiplying the Exercise Price in effect immediately
prior to such event by a fraction, the numerator of which shall be equal to the
number of Common Shares outstanding immediately prior to such event and the
denominator of which shall be equal to the number of Common Shares outstanding
immediately after such event.  Successive adjustments shall be made
pursuant to this Section 11(n) each time such a dividend is paid or such a
subdivision, combination or reclassification is effected.  If an event
occurs that would require an adjustment under both this Section 11(n) and
Section 11(a)(ii) hereof, the adjustment provided for in this Section 11(n)
shall be in addition to, and shall be made prior to, any adjustment required
pursuant to Section 11(a)(ii) hereof.

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    

    
      	
              Section
    12.

            	
              Certificate of Adjusted
      Exercise Price or Number of Shares Issuable Upon Exercise of
      Rights.

            


    

    


    Whenever
an adjustment is made as provided in Section 11 hereof, the Company shall
promptly (a) prepare a certificate setting forth such adjustment and a brief
statement of the facts giving rise to such adjustment, (b) file with the Rights
Agent and with each transfer agent for the securities issuable upon exercise of
the Rights a copy of such certificate and (c) mail a brief summary thereof to
each holder of Rights in accordance with Section 25
hereof.  Notwithstanding the foregoing sentence, the failure of the
Company to make such certification or to give such notice shall not affect the
validity or the force and effect of such adjustment.  Any adjustment
to be made pursuant to Sections 11 or 13 hereof shall be effective as of the
date of the event giving rise to such adjustment.

    


    
      	
              Section
      13.

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

            


    

    


    (a)           In
the event (a “Section 13(a) Event”) that, at any time on or after the 20%
Ownership Date and prior to the earlier of the Redemption Date or the Expiration
Date, (1) the Company shall, directly or indirectly, consolidate with or merge
with and into any other Person and the Company shall not be the continuing or
surviving corporation in such consolidation or merger, (2) any Person shall,
directly or indirectly, consolidate with or merge with and into the Company and
the Company shall be the continuing or surviving corporation in such merger and,
in connection with such merger, all or part of the Common Shares shall be
changed into or exchanged for stock or other securities of any Person or cash or
any other property, or (3) the Company and/or any one or more of its
Subsidiaries shall, directly or indirectly, sell or otherwise transfer, in one
or more transactions (other than transactions in the ordinary course of
business), 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 one or more of its wholly owned
Subsidiaries (such Persons, together with the Persons described in clauses (1)
and (2) above shall be collectively referred to in this Section 13 as the
“Surviving Person”), then, and in each such case, proper provision shall be made
so that:

    


    
      (i)           
except as
provided in Section 7(d) hereof, each holder of a Right shall thereafter have
the right to receive, upon the exercise thereof in accordance with the terms of
this Agreement and payment of the then current Exercise Price, in lieu of the
securities or other property otherwise purchasable upon such exercise, such
number of validly authorized and issued, fully paid and nonassessable Common
Shares of the Surviving Person as shall be equal to a fraction, the numerator of
which is the product of the then current Exercise Price multiplied by the number
of one-hundredths of a Preferred Share purchasable upon the exercise of one
Right immediately prior to the first Section 13(a) Event (or, if the
Distribution Date shall not have occurred prior to the date of such Section
13(a) Event, the number of one-hundredths of a Preferred Share that would have
been so purchasable if the Distribution Date had occurred on the Business Day
immediately preceding the date of such Section 13(a) Event, or, if a Section
11(a)(ii) Event has occurred prior to such Section 13(a) Event, the product of
the number of one-hundredths of a Preferred Share purchasable upon the exercise
of a Right (or, if the Distribution Date shall not have occurred prior to the
date of such Section 11(a)(ii) Event, the number of one-hundredths of a
Preferred Share that would have been so purchasable if the Distribution Date had
occurred on the Business Day immediately preceding the date of such Section
11(a)(ii) Event) immediately prior to such Section 11(a)(ii) Event, multiplied
by the Exercise Price in effect immediately prior to such Section 11(a)(ii)
Event), and the denominator of which is 50% of the Current Market Price per
Common Share of the Surviving Person on the date of consummation of such Section
13(a) Event;

    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    
      (ii)          
the
Surviving Person shall thereafter be liable for and shall assume, by virtue of
such consolidation, merger, sale or transfer, all the obligations and duties of
the Company pursuant to this Agreement;

    

    


    (iii)         
 the term, “Company,” shall thereafter be deemed to refer to the Surviving
Person; and

    


    
      (iv)         
the
Surviving Person shall take such steps (including, but not limited to, the
reservation of a sufficient number of its Common Shares in accordance with
Section 9 hereof) in connection with such consummation as may be necessary to
ensure that the provisions hereof shall thereafter be applicable to its Common
Shares thereafter deliverable upon the exercise of Rights.

    

    


    (b)           Notwithstanding
the foregoing, if the Section 13(a) Event is the sale or transfer in one or more
transactions of assets or earning power aggregating more than 50% of the assets
or earning power of the Company and its Subsidiaries (taken as a whole), but
less than 100% thereof, then each Person acquiring all or a portion thereof
shall assume the obligations of the Company as to a fraction of each of the
Rights equal to the fraction of the assets of the Company and its Subsidiaries
(taken as a whole) acquired by such Person, and the obligations of the Company
as to the remaining fraction of each of the Rights shall continue to be the
obligations of the Company.

    


    (c)           The
Company shall not consummate a Section 13(a) Event unless prior thereto the
Company and the Surviving Person shall have executed and delivered to the Rights
Agent a supplemental agreement confirming that such Surviving Person shall, upon
consummation of such Section 13(a) Event, assume this Agreement in accordance
with Section 13 hereof, that all rights of first refusal or preemptive rights in
respect of the issuance of Common Shares of such Surviving Person upon exercise
of outstanding Rights have been waived and that such Section 13(a) Event shall
not result in a default by such Surviving Person under this Agreement, and
further providing that, as soon as practicable after the date of consummation of
such Section 13(a) Event, such Surviving Person shall:

    


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

    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    
      (ii)          
use its
best efforts to list (or continue the listing of) the Rights and the Common
Shares of the Surviving Person purchasable upon exercise of the Rights on a
national securities exchange, or use its best efforts to cause the Rights and
such Common Shares to meet the eligibility requirements for quotation on any
national quotation service; and

    

    


    (iii)           deliver
to holders of the Rights historical financial statements for such Surviving
Person that comply in all respects with the requirements for registration on
Form 10 (or any successor form) under the Exchange Act.

    


    (d)           In
the event that at any time after the occurrence of a Section 11(a)(ii) Event
some or all of the Rights shall not have been exercised pursuant to Section 11
hereof prior to the date of a Section 13(a) Event, such Rights shall thereafter
be exercisable only in the manner described in Section 13(a)
hereof.  In the event that a Section 11(a)(ii) Event occurs on or
after the date of a Section 13(a) Event, Rights shall not be exercisable
pursuant to Section 11 hereof but shall instead be exercisable pursuant to, and
only pursuant to, this Section 13.

    


    (e)           The
provisions of this Section 13 shall apply to each successive merger,
consolidation, sale or other transfer constituting a Section 13(a)
Event.

    


    
      	
              Section
      14. 

            	
              Fractional
      Rights and Fractional Shares.

            


    

    


    (a)           The
Company shall not be required to issue fractions of Rights or to distribute
Right Certificates that represent fractional Rights.  If the Company
shall determine not to issue such fractional Rights, the Company shall pay to
the registered holders of the Right Certificates with respect to which such
fractional Rights would otherwise be issuable, at the time such fractional
Rights would otherwise have been issued as provided herein, an amount in cash
equal to the same fraction of the Current Market Price of a whole Right on the
Business Day immediately prior to the date upon which such fractional Rights
would otherwise have been issuable.

    


    (b)           The
Company shall not be required to issue fractions of Common Shares or Preferred
Shares (other than fractions that are integral multiples of one one-hundredth of
a Preferred Share) upon exercise of Rights, or to distribute certificates that
represent fractional Common Shares or Preferred Shares (other than fractions
that are integral multiples of one one-hundredth of a Preferred Share).
Fractions of Preferred Shares in integral multiples of one one-hundredth of a
Preferred Share may, at the election of the Company, be represented by
depositary receipts, pursuant to an appropriate agreement between the Company
and a depositary selected by it, provided that such agreement shall provide that
the holders of such depositary receipts shall have all the rights, privileges
and preferences to which they are entitled as beneficial owners of Preferred
Shares.  If the Company shall determine not to issue fractional Common
Shares or Preferred Shares (or depositary receipts in lieu of Preferred Shares),
the Company shall pay to the registered holders of Right Certificates with
respect to which such fractional Common Shares or Preferred Shares would
otherwise be issuable, at the time such Rights are exercised as provided herein,
an amount in cash equal to the same fraction of the Current Market Price of a
whole Common Share or Preferred Share, as the case may be.  For
purposes of this Section 14(b), the Current Market Price of a whole Common Share
or Preferred Share shall be the Closing Price per share for the Trading Day
immediately prior to the date of such exercise.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    (c)           The
holder of a Right, by the acceptance of such Right, expressly waives such
holder’s right to receive any fractional Rights or any fractional Common Shares
or Preferred Shares upon exercise of such Right, except as permitted by this
Section 14.

    


    
      	
              Section
    15.

            	
              Rights of
      Action.

            


    

    


    All
rights of action in respect of this Agreement, except the rights of action given
to the Rights Agent under Section 18 hereof, are vested in the respective
registered holders of the Right Certificates and certificates for Common Shares
representing Rights, and any registered holder of any Right Certificate or of
such certificate for Common Shares, without the consent of the Rights Agent or
of the holder of any other Right Certificate or any other certificate for Common
Shares may, in such holder’s own behalf and for such holder’s own benefit,
enforce, and may institute and maintain any suit, action or proceeding against
the Company to enforce, or otherwise act in respect of, such holder’s right to
exercise the Rights represented by such Right Certificate or by such certificate
for Common Shares in the manner provided in such Certificate and in this
Agreement.  Without limiting the foregoing or any remedies available
to the holders of Rights, it is specifically acknowledged that the holders of
Rights would not have an adequate remedy at law for any breach of this Agreement
and shall be entitled to specific performance, and injunctive relief against
actual or threatened violations, of the obligations of any Person under 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 every other holder of a Right that:

    


    (a)           prior
to the Distribution Date, the Rights shall be represented by certificates for
Common Shares registered in the name of the holders of such Common Shares (which
certificates for Common Shares shall also constitute Right Certificates), and
each such Right shall be transferable only in connection with the transfer of
such Common Shares;

    


    (b)          after
the Distribution Date, the Right Certificates shall only be transferable 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
along with a signature guarantee and such other and further documentation as the
Rights Agent may reasonably request; and

    


    (c)           the
Company and the Rights Agent may deem and treat the person in whose name the
Right Certificate is registered as the absolute owner thereof and of the Rights
represented thereby (notwithstanding any notations of ownership or writing on
the Right Certificate 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.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    
      	
              Section
    17.

            	
              Right Holder and Right
      Certificate Holder Not Deemed a
  Shareholder.

            


    

    


    No
holder, as such, of any Right or Right Certificate shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of the securities of
the Company that may at any time be issuable upon 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 or Right
Certificate, as such, any of the rights of a shareholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, to give or withhold consent to any
corporate action, to receive notice of meetings or other actions affecting
shareholders (except as provided in Section 25 hereof), or to receive dividends
or subscription rights, or otherwise, in each case until such Right or the
Rights represented 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 the compensation agreed to in writing
by the Company and the Rights Agent for all services rendered by it hereunder,
as well as its reasonable out-of-pocket expenses.  The Company also
agrees to indemnify the Rights Agent for, and to hold it harmless against, any
loss, liability, or expense, incurred without gross negligence, bad faith or
willful misconduct on the part of the Rights Agent, for anything done or omitted
by the Rights Agent in connection with the acceptance and administration of this
Agreement, including, without limitation, the costs and expenses of defending
against any claim of liability arising under this Agreement.

    


    (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 Preferred Shares or 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 and executed by the proper person or persons, or otherwise upon the
advice of its 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 corporate trust or
stock transfer business of the Rights Agent or any successor Rights Agent, shall
be the successor to the Rights Agent under this Agreement without the execution
or filing of any instrument 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.  If,
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 if 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 such Right Certificates, and in this
Agreement.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    (b)           If
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 if 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
such Right Certificates and in this Agreement.

    


    
      	
              Section
      20.

            	
              Duties
      of Rights Agent.

            


    

    


    The
Rights Agent undertakes the duties and obligations expressly imposed by this
Agreement (and no implied duties or obligations shall be read into this
Agreement against the Rights Agent) upon the following terms and conditions, by
all of which the Company and the holders of Right Certificates, by their
acceptance of the Rights, shall be bound:

    


    (a)           The
Rights Agent may consult with legal counsel (who may be legal counsel for the
Company), and the advice or 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 advice or
opinion.

    


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

    


    (c)           The
Rights Agent shall be liable hereunder to the Company and any other Person only
for its own gross negligence, bad faith or willful misconduct.

    


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


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    (e)           The
Rights Agent is serving as an administrative agent and accordingly, shall not be
under any responsibility in respect of the legality or validity of any of the
provisions 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 any Rights becoming null and void pursuant to Section 7(d)
hereof) or any adjustment in the terms of the Rights (including the manner,
method or amount thereof) provided for in Sections 7, 11, 13 and 23 hereof, or
the ascertaining of the existence of facts that would require any such change or
adjustment (except with respect to the exercise of Rights represented 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 Preferred Shares or
Common Shares or other securities to be issued pursuant to this Agreement or any
Right Certificate, or as to whether any Preferred Shares or 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)           At
any time the Rights Agent may apply to the Company for written instructions with
respect to any matter arising in connection with the Rights Agent’s duties and
obligations arising under this Agreement.  Such application by the
Rights Agent for written instructions from the Company may, at the option of the
Rights Agent, set forth in writing any action proposed to be taken or omitted by
the Rights Agent with respect to its duties or obligations under this Agreement
and the date on and/or after which such action shall be taken or omitted in
accordance with a proposal included in any such application on or after the date
specified therein (which date shall be not less than one Business Day after the
Company receives such application, without the Company’s consent) unless, prior
to taking or initiating any such action (or the effective date in the case of an
omission), the Rights Agent has received written instructions in response to
such application specifying the action to be taken or omitted.

    


    (h)           The
Rights Agent and any shareholder, director, officer or employee of the Rights
Agent may buy, sell or deal in any of the Rights or other securities of the
Company or become pecuniarily interested in any transaction in which the Company
may be interested, or contract with or lend money to the Company or otherwise
act as fully and freely as though it were not the Rights Agent under this
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 that reasonable care was exercised in the selection
thereof.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    

    


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

    


    
      	
              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.  In the event
the transfer agency relationship in effect between the Company and the Rights
Agent (or its affiliate) terminates, the Rights Agent will be deemed to have
resigned automatically and be discharged from its duties under this Agreement as
of the effective date of such termination, and the Company shall be responsible
for sending any required notice.  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 and Preferred Shares by registered or
certified mail, and to the holders of the Right Certificates by first-class
mail.  If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting as such, 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 such holder’s Right Certificate for
inspection by the Company), then the Company shall become the Rights Agent and
the registered holder of any Right Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent.  Any
successor Rights Agent, whether appointed by the Company or by such a court,
shall be a corporation organized and doing business under the laws of the United
States or of the State of Ohio (or of any other state of the United States so
long as such corporation is authorized to do business in the State of Ohio), in
good standing, that 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 that has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $10,000,000.  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 of this Agreement and so that the successor
Rights Agent may appropriately act as Rights Agent hereunder.  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 Preferred Shares, and mail a notice thereof in
writing to the registered holders of the Right Certificates.  Failure
to give any notice provided for in this Section 21, however, or any defect
therein, shall not affect the legality or validity of the resignation or removal
of the Rights Agent or the appointment of the successor Rights Agent, as the
case may be.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
      22.

            	
              Issuance
      of New Right Certificates.

            


    

    


    Notwithstanding
any of the provisions of this Agreement or of the Right Certificates to the
contrary, the Company may, at its option (subject to Section 4 hereof), issue
new Right Certificates in such form as may be approved by the Board of Directors
in order to reflect any adjustment or change in the Exercise Price and the
number or kind or class of shares or other securities or property purchasable
upon exercise of the Rights in accordance with the provisions of this
Agreement.

    


    
      	
              Section
      23.

            	
              Redemption
      of Rights.

            


    

    


    (a)           Until
the earliest of (i) the date of the first Section 11(a)(ii) Event, (ii) the date
of the first Section 13(a) Event or (iii) the Expiration Date, the Board of
Directors of the Company may, at its option, authorize and direct the redemption
of all, but not less than all, of the then outstanding Rights at a redemption
price of $0.001 per Right, as such redemption price shall be appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (the “Redemption Price”), and the Company shall
so redeem the Rights.

    


    (b)           Immediately
upon the action of the Board of Directors of the Company authorizing and
directing the redemption of the Rights pursuant to subsection (a) of this
Section 23, or at such time and date thereafter as it may specify, and without
any further action and without any notice, the right to exercise Rights shall
terminate and the only right thereafter of the holders of Rights shall be to
receive the Redemption Price.  Within ten Business Days after the date
of such action, the Company shall give notice of such redemption to the holders
of Rights by mailing such notice to all holders of Rights at their last
addresses as they appear upon the registry books of the Rights Agent or, if
prior to the Distribution Date, on the registry books of the transfer agent for
the Common Shares.  Any notice that is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives such notice,
but neither the failure to give any such notice nor any defect therein shall
affect the legality or validity of such redemption.  Each such notice
of Redemption shall 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, directly or indirectly, redeem, acquire or purchase for value
any Rights in any manner other than that specifically set forth in Section 24
hereof or in this Section 23, and other than in connection with the purchase of
Common Shares prior to the earlier of the date of the first Section 11(a)(ii)
Event or the date of the first Section 13(a) Event.

    


    (c)           The
Company may, at its option, pay the Redemption Price in cash, Common Shares,
Preferred Shares, other equity securities of the Company, debt securities of the
Company, other property or any combination of the foregoing, in each case having
an aggregate Current Market Price on the Redemption Date equal to the Redemption
Price.

    


    
      	
              Section
      24.

            	
              Exchange
      of Rights.

            


    

    


    (a)          At
any time after the 20% Ownership Date and prior to the first date thereafter
upon which a 20% Shareholder, together with all Affiliates and Associates of
such 20% Shareholder, shall be the Beneficial Owner of 50% or more of the Voting
Shares then outstanding, the Board of Directors of the Company may, at its
option, except as provided in Section 7(d) hereof, authorize and direct the
exchange of all, but not less than all, of the then outstanding Rights for
Common Shares at an exchange ratio (the “Exchange Ratio”) equal to one Common
Share per Right on such date.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    

     

    (b)           Immediately
upon the action of the Board of Directors of the Company authorizing and
directing the exchange of the Rights pursuant to subsection (a) of this Section
24, or at such time and date thereafter as it may specify, and without any
further action and without any notice, the right to exercise Rights shall
terminate and the only right thereafter of the holders of Rights shall be to
receive a number of Common Shares equal to the Exchange Ratio.  Within
ten Business Days after the date of such action, the Company shall give notice
of such exchange to the holders of Rights by mailing such notice to all holders
of Rights at their last addresses as they appear upon the registry books of the
Rights Agent or, if prior to the Distribution Date, on the registry books of the
transfer agent for the Common Shares. Any notice that is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives such
notice, but neither the failure to give any such notice nor any defect therein
shall affect the legality or validity of such exchange.  Each such
notice of exchange shall state the method by which the Rights will be exchanged
for Common Shares.  Neither the Company nor any of its Affiliates or
Associates may, directly or indirectly, redeem, acquire or purchase for value
any Rights in any manner other than (i) as specifically set forth in Section 23
hereof, (ii) as specifically set forth in this Section 24 or (iii) in connection
with the purchase of Common Shares prior to the earlier of the date of the first
Section 11(a)(ii) Event or the date of the first Section 13(a)
Event.

    


    (c)           In
any exchange pursuant to this Section 24, the Company, at its option, may
substitute (i) cash, (ii) other equity securities of the Company (including, but
not limited to, Common Share Equivalents), (iii)  debt securities of
the Company, (iv) other property or (v) any combination of the foregoing for the
Common Shares exchangeable for Rights, as appropriately
adjusted.  Subject to Section 7(d) hereof, in the event that the
Company takes any action pursuant to this Section 24, such action shall apply
uniformly to all outstanding Rights.


    
      
         


      

      
        28

        
          

        

      

      
         


      

    

    


    
      	
              Section
      25.

            	
              Notice
      of Certain Events.

            


    

    


    (a)           In
the event that the Company shall propose (i) to declare or pay any dividend
payable on or make any distribution with respect to its Common Shares or
Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer
to the holders of its Common Shares or Preferred Shares options, rights or
warrants to subscribe for or to purchase any additional shares thereof or shares
of stock of any class or any other securities, rights or options, (iii) to
effect any reclassification of its Common Shares or Preferred Shares (other than
a reclassification involving only the subdivision of outstanding shares), (iv)
to effect any consolidation or merger with or into, or to effect any sale or
other transfer (or to permit one or more of its Subsidiaries to effect any sale
or other transfer), in one or more transactions, of more than 50% of the assets
or earning power of the Company and its Subsidiaries (taken as a whole) to, any
other Person or Persons, or (v) to effect the liquidation, dissolution or
winding up of the Company, then and in each such case, the Company shall give to
each holder of a Right Certificate and to the Rights Agent, in accordance with
Section 26 hereof, a notice of such proposed action, that shall specify the
record date for the purpose of such dividend or distribution, or the date upon
which such reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution or winding up is to take place and the date of participation therein
by the holders of record of the Common Shares or Preferred Shares, if any such
date is to be fixed, and such notice shall be so given in the case of any action
covered by clause (i) or (ii) above at least 20 days prior to the record date
for determining holders of the Common Shares or Preferred Shares for purposes of
such action, and in the case of any such other action, at least 20 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 or Preferred Shares, whichever date
shall be the earlier.  The failure to give the notice required by this
Section 25 or any defect therein shall not affect the legality or validity of
the action taken by the Company or the vote upon any such action.

    


    (b)           Upon
the occurrence of each Section 11(a)(ii) Event and each Section 13(a) Event, the
Company shall as soon as practicable thereafter give to each holder of a Right
Certificate and to the Rights Agent, in accordance with Section 26 hereof, a
notice of the occurrence of such event, specifying the event and the
consequences of the event to holders of Rights under Sections 11 and 13
hereof.

    


    
      	
              Section
      26.

            	
              Notices.

            


    

    


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

    


    Rocky
Brands, Inc.

    39 East
Canal Street

    Nelsonville,
Ohio 45764

    Attention:  President

    


    with a
copy to:


    
      
         


      

      
        29

        
          

        

      

      
         


      

    

     

    Curtis A.
Loveland, Esq.

    Secretary
of Rocky Brands, Inc.

    Porter,
Wright, Morris & Arthur LLP

    41 South
High Street

    Columbus,
Ohio 43215

    


    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 overnight delivery service or first-class mail, postage prepaid,
addressed (until another address is filed in writing with the Company) as
follows:

    


    Computershare Trust Company,
N.A.

    Two North LaSalle Street

    Chicago, Illinois 60602

    Attention:  Client
Services

    


    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.

            


    

    


    (a)           The
Board of Directors of the Company may, from time to time, before and after the
Distribution Date, without the approval of any holders of Rights, supplement or
amend any provision of this Agreement in any manner, whether or not such
supplement or amendment is adverse to any holder of Rights, and direct the
Rights Agent so to supplement or amend such provision, and the Rights Agent
shall so supplement or amend such provision; provided, however, that from and
after the earliest of (i) the date of the first Section 11(a)(ii) Event, (ii)
the date of the first Section 13(a) Event, (iii) the Redemption Date or (iv) the
Expiration Date, this Agreement shall not be supplemented or amended in any
manner that would materially and adversely affect any holder of outstanding
Rights other than a 20% Shareholder or a Surviving Person.

    


    (b)           From
and after the earlier of the date of the first Section 11(a)(ii) Event or the
date of the first Section 13(a) Event and prior to the earlier of the Redemption
Date or the Expiration Date, the Company shall not effect any amendment to the
Second Amended and Restated Articles of Incorporation for the Preferred Shares
that would materially and adversely affect the rights, privileges or preferences
of the Preferred Shares without the prior approval of the holders of two-thirds
or more of the then outstanding Rights.

    


    (c)           Notwithstanding
anything in this Section 27 to the contrary, the Rights Agent may, but shall not
be required to, execute any supplement or amendment that adversely affects its
rights, duties or obligations under this Agreement.


    
      
         


      

      
        30

        
          

        

      

      
         


      

    

    


    
      	
              Section
      28.

            	
              Certain
      Covenants.

            


    

    


    Subject
to Section 27 hereof and the other provisions of this Agreement, from and after
the earlier of the date of the first Section 11(a)(ii) Event or the date of the
first Section 13(a) Event and prior to the earlier of the Redemption Date or the
Expiration Date, the Company shall not (a) issue or sell, or permit any
Subsidiary to issue or sell, to a 20% Shareholder or a Surviving Person, or any
Affiliate or Associate of a 20% Shareholder or a Surviving Person, or any Person
holding Voting Shares of the Company that are Beneficially Owned by a 20%
Shareholder or a Surviving Person, (i) any rights, options, warrants or
convertible securities on terms similar to, or that materially adversely affect
the value of, the Rights or (ii) Preferred Shares, Common Shares or shares of
any other class of capital stock, if such sale is intended to or would
materially adversely affect the value of the Rights, or (b) take any other
action that is intended to or would materially adversely affect the value of the
Rights.

    


    
      	
              Section
      29.

            	
              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
      30.

            	
              Benefits
      of this Agreement.

            


    

    


    Nothing
in this Agreement shall be construed to give to any Person other than the
Company, the Rights Agent, the registered holders of the Right Certificates
(other than those representing Rights that have become null and void) and the
certificates for Common Shares representing Rights (other than those Rights that
have become null and void) any legal or equitable right, remedy or claim under
this Agreement, and this Agreement shall be for the sole and exclusive benefit
of the Company, the Rights Agent, such registered holders of Right Certificates
and such certificates for Common Shares representing Rights.

    


    
      	
              Section
      31.

            	
              Severability.

            


    

    


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

    


    
      	
              Section
      32.

            	
              Governing
      Law.

            


    

    


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


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    
      	
              Section
      33.

            	
              Counterparts.

            


    

    


    This
Agreement may be executed in any number of counterparts and each such
counterpart shall for all purposes be deemed to be an original and all such
counterparts shall together constitute but one and the same
instrument.  A signature to this Agreement transmitted electronically
shall have the same authority, effect, and enforceability as an original
signature.

    


    
      	
              Section
      34.

            	
              Descriptive
      Headings.

            


    

    


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

    


    
      	
              Section
      35.

            	
              Force
      Majeure.

            


    

    


    Notwithstanding anything to the
contrary contained herein, the Rights Agent shall not be liable for any delays
or failures in performance resulting from acts beyond its reasonable control
including, without limitation, acts of God, terrorist acts, shortage of supply,
breakdowns or malfunctions, interruptions or malfunction of computer facilities,
or loss of data due to power failures or mechanical difficulties with
information storage or retrieval systems, labor difficulties, war, or civil
unrest.



    
      
         


      

      
        32

        
          

        

      

      
         


      

    


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

    


    
      
        
          	 
      	
                  Rocky
      Brands, Inc.

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Mike Brooks

                
	 
      	 
      	
                  Mike
      Brooks

                
	 
      	 
      	
                  Chairman
      of the Board and Chief

                  Executive
      Officer

                
	 
      	 
      
	 
      	
                  Computershare
      Trust Company, N.A.

                
	 
      	
                  as
      Rights Agent

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Kellie Gwinn

                
	 
      	
                  Name:  Kellie
      Gwinn

                
	 
      	
                  Title:  Vice
      President

                


        

      

    

     

    
      
         


      

      
        33

        
          

        

      

      
         


      

    

    


    EXHIBIT
A

    


    SECTION
(E) OF ARTICLE FOURTH OF THE

    


    SECOND
AMENDED AND RESTATED

    


    ARTICLES
OF INCORPORATION

    


    OF

    


    ROCKY
BRANDS, INC.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    
      	  	
              E.

            	
              Series B Junior
      Participating Cumulative Preferred
Stock.

            


    

    


    There
shall be created out of the authorized number of shares of Voting Preferred
Stock of the Corporation a series of Voting Preferred Stock designated as Series
B Junior Participating Cumulative Preferred Stock (the "Series B Preferred
Stock"), to consist of 125,000 shares, without par value, of which the
preferences and relative and other rights, and the qualifications, limitations
or restrictions thereof, shall be (in addition to those set forth elsewhere in
this Article FOURTH) as follows:

    


    
      	
               
      

            	
              1.

            	
              Dividends and
      Distributions.

            


    

    


    (a)  The
holders of shares of Series B Preferred Stock, in preference to the holders of
shares of Common Stock, without par value, of the Corporation (the "Common
Stock") and of any other junior stock of the Corporation that may be
outstanding, shall be entitled to receive, when, as and if declared by the Board
of Directors out of funds legally available for the purpose, quarterly dividends
payable in cash on the tenth day of January, April, July and October in each
year (each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series B Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (i) $0.25
per share ($1.00 per annum), or (ii) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions, other than a dividend payable in
shares of Common Stock, or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series B Preferred Stock.  In the event that
the Corporation shall at any time declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise) into a greater or lesser number of shares of Common Stock, then and
in each such event, the amount to which the holder of each share of Series B
Preferred Stock was entitled immediately prior to such event under clause (ii)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event, and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    (b)  The
Corporation shall declare a dividend or distribution on the Series B Preferred
Stock as provided in paragraph (a) of this Section 1 immediately after it
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock); provided, however, that in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $0.25 per share ($1.00 per annum)
on the Series B Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.

    


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

    


    
      
        	  	
                2.

              	
                Voting
      Rights.  The holders of shares of Series B Preferred
      Stock shall have the following voting
rights:

              


      

    

    


    (a)  Each
share of Series B Preferred Stock shall entitle the holder thereof to 100 votes
(and each one one-hundredth of a share of Series B Preferred Stock shall entitle
the holder thereof to one vote) on all matters submitted to a vote of the
shareholders of the Corporation.  In the event that the Corporation
shall at any time declare or pay any dividend on Common Stock payable in shares
of Common Stock or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then and in each such event, the number of votes per
share to which holders of shares of Series B Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such number by
a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event, and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    (b)  Except
as otherwise provided in the Second Amended and Restated Articles of
Incorporation of the Corporation or by law, the holders of shares of Series B
Preferred Stock and the holders of shares of Common Stock shall vote together as
one class on all matters submitted to a vote of shareholders of the
Corporation.

    


    (c)  In
addition, the holders of shares of Series B Preferred Stock shall have the
following special voting rights:

    


    (i)  In
the event that at any time dividends on Series B Preferred Stock, whenever
accrued and whether or not consecutive, shall not have been paid or declared and
a sum sufficient for the payment thereof set aside, in an amount equivalent to
six quarterly dividends on all shares of Series B Preferred Stock at the time
outstanding, then and in each such event, the holders of shares of Series B
Preferred Stock and each other series of preferred stock now or hereafter issued
that shall be accorded such class voting right by the Board of Directors and
that shall have the right to elect one director (or, in the event any such other
series is entitled to a greater number of directors, such number of directors,
which shall be cumulative with and not in addition to the director provided for
herein, such director or directors being hereinafter referred to as "Special
Directors") as the result of a prior or subsequent default in payment of
dividends on such series (each such other series being hereinafter called "Other
Series of Preferred Stock"), voting separately as a class without regard to
series, shall be entitled to elect the Special Director at the next annual
meeting of shareholders of the Corporation, in addition to the directors to be
elected by the holders of all shares of the Corporation entitled to vote for the
election of directors, and the holders of all shares (including the Series B
Preferred Stock) otherwise entitled to vote for directors, voting separately as
a class, shall be entitled to elect the remaining members of the Board of
Directors, provided that the Series B Preferred Stock and each Other Series of
Preferred Stock, voting as a class, shall not have the right to elect more than
one Special Director (in addition to any Special Director to which the holders
of any Other Series of Preferred Stock are then entitled).  Such
special voting right of the holders of shares of Series B Preferred Stock may be
exercised until all dividends in default on the Series B Preferred Stock shall
have been paid in full or declared and funds sufficient therefor set aside, and
when so paid or provided for, such special voting right of the holders of shares
of Series B Preferred Stock shall cease, but subject always to the same
provisions for the vesting of such special voting rights in the event of any
such future dividend default or defaults.

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    (ii)  At
any time after such special voting rights shall have so vested in the holders of
shares of Series B Preferred Stock, the Chairman of the Board, President, or
Chief Executive Officer  of the Corporation may, and upon the written
request of the holders of record of 10% or more in number of the shares of
Series B Preferred Stock and each Other Series of Preferred Stock then
outstanding addressed to the President at the principal executive office of the
Corporation shall, call a special meeting of the holders of shares of Preferred
Stock so entitled to vote, for the election of the Special Directors to be
elected by them as herein provided, to be held within 60 days after such call
and at the place and upon the notice provided by law and in the Code of
Regulations for the holding of meetings of shareholders; provided, however, that
the Chairman of the Board, President, or Chief Executive Officer shall not be
required to call such special meeting in the case of any such request received
less than 90 days before the date fixed for any annual meeting of shareholders,
and if in such case such special meeting is not called or held, the holders of
shares of Preferred Stock so entitled to vote shall be entitled to exercise the
special voting rights provided in this paragraph at such annual
meeting.  If any such special meeting required to be called as above
provided shall not be called by the Chairman of the Board, President, or Chief
Executive Officer within 30 days after receipt of any such request, then the
holders of record of 10% or more in number of the shares of Series B Preferred
Stock and each Other Series of Preferred Stock then outstanding may designate in
writing one of their number to call such meeting, and the person so designated
may, at the expense of the Corporation, call such meeting to be held at the
place and upon the notice given by such person, and for that sole purpose shall
have access to the stock books of the Corporation.  No such special
meeting and no adjournment thereof shall be held on a date later than 60 days
before the annual meeting of shareholders.   If, at any meeting
so called or at any annual meeting held while the holders of shares of Series B
Preferred Stock have the special voting rights provided for in this paragraph,
the holders of not less than 10% of the aggregate voting power of Series B
Preferred Stock and each Other Series of Preferred Stock then outstanding are
present in person or by proxy, which percentage shall be sufficient to
constitute a quorum for the election of additional directors as herein provided,
the then authorized number of directors of the Corporation shall be increased by
the number of Special Directors to be elected, as of the time of such special
meeting or the time of the first such annual meeting held while such holders
have special voting rights and such quorum is present, and the holders of shares
of Series B Preferred Stock and each Other Series of Preferred Stock, voting as
a class, shall be entitled to elect the Special Director or Directors so
provided for.  If the directors of the Corporation are then divided
into classes under provisions of the Second Amended and Restated Articles of
Incorporation of the Corporation or the Code of Regulations, the Special
Director or Directors shall belong to each class of directors in which a vacancy
is created as a result of such increase in the authorized number of
directors.  If the foregoing expansion of the size of the Board of
Directors shall not be valid under applicable law, then the holders of shares of
Series B Preferred Stock and of each Other Series of Preferred Stock, voting as
a class, shall be entitled, at the meeting of shareholders at which they would
otherwise have voted, to elect a Special Director or Directors to fill any then
existing vacancies on the Board of Directors, and shall additionally be
entitled, at such meeting and each subsequent meeting of shareholders at which
directors are elected, to elect all of the directors then being elected until by
such class vote the appropriate number of Special Directors has been so
elected.

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    (iii)  Upon
the election at such meeting by the holders of shares of Series B Preferred
Stock and each Other Series of Preferred Stock, voting as a class, of the
Special Director or Directors they are entitled so to elect, the persons so
elected, together with such persons as may be directors or as may have been
elected as directors by the holders of all shares (including Series B Preferred
Stock) otherwise entitled to vote for directors, shall constitute the duly
elected directors of the Corporation.  Each Special Director so
elected by holders of shares of Series B Preferred Stock and each Other Series
of Preferred Stock, voting as a class, shall serve until the next annual meeting
or until their respective successors shall be elected and qualified, or if any
such Special Director is a member of a class of directors under provisions
dividing the directors into classes, each such Special Director shall serve
until the annual meeting at which the term of office of such Special Director's
class shall expire or until such Special Director's successor shall be elected
and shall qualify, and at each subsequent meeting of shareholders at which the
directorship of any Special Director is up for election, said special class
voting rights shall apply in the reelection of such Special Director or in the
election of such Special Director's successor; provided, however, that whenever
the holders of shares of Series B Preferred Stock and each Other Series of
Preferred Stock shall be divested of the special rights to elect one or more
Special Directors as above provided, the terms of office of all persons elected
as Special Directors, or elected to fill any vacancies resulting from the death,
resignation, or removal of Special Directors shall forthwith terminate (and the
number of directors shall be reduced accordingly).

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    (iv)  If,
at any time after a special meeting of shareholders or an annual meeting of
shareholders at which the holders of shares of Series B Preferred Stock and each
Other Series of Preferred Stock, voting as a class, have elected one or more
Special Directors as provided above, and while the holders of shares of Series B
Preferred Stock and each Other Series of Preferred Stock shall be entitled so to
elect one or more Special Directors, the number of Special Directors who have
been so elected (or who by reason of one or more resignations, deaths or
removals have succeeded any Special Directors so elected) shall by reason of
resignation, death or removal be reduced the vacancy in the Special Directors
may be filled by any one or more remaining Special Director or Special
Directors.  In the event that such election shall not occur within 30
days after such vacancy arises, or in the event that there shall not be
incumbent at least one Special Director, the Chairman of the Board, President,
or Chief Executive Officer of the Corporation may, and upon the written request
of the holders of record of 10% or more in number of the shares of Series B
Preferred Stock and each Other Series of Preferred Stock then outstanding
addressed to the Secretary at the principal office of the Corporation shall,
call a special meeting of the holders of shares of Series B Preferred Stock and
each Other Series of Preferred Stock so entitled to vote, for an election to
fill such vacancy or vacancies, to be held within 60 days after such call and at
the place and upon the notice provided by law and in the Code of Regulations for
the holding of meetings of shareholders; provided, however, that the Chairman of
the Board,  President, or Chief Executive Officer shall not be
required to call such special meeting in the case of any such request received
less than 90 days before the date fixed for any annual meeting of shareholders,
and if in such case such special meeting is not called, the holders of shares of
Preferred Stock so entitled to vote shall be entitled to fill such vacancy or
vacancies at such annual meeting.  If any such special meeting
required to be called as above provided shall not be called by the Chairman of
the Board,  President, or Chief Executive Officer within 30 days after
receipt of any such request, then the holders of record of 10% or more in number
of the shares of Series B Preferred Stock and each Other Series of Preferred
Stock then outstanding may designate in writing one of their number to call such
meeting, and the person so designated may, at the expense of the Corporation,
call such meeting to be held at the place and upon the notice above provided,
and for that purpose shall have access to the stock books of the Corporation; no
such special meeting and no adjournment thereof shall be held on a date later
than 60 days before the annual meeting of shareholders.

    


    (d)  Nothing
herein shall prevent the directors or shareholders from taking any action to
increase the number of authorized shares of Series B Preferred Stock, or
increasing the number of authorized shares of Preferred Stock of the same class
as the Series B Preferred Stock or the number of authorized shares of Common
Stock, or changing the par value of the Common Stock or Preferred Stock, or
issuing options, warrants or rights to any class of stock of the Corporation as
authorized by the Second Amended and Restated Articles of Incorporation of the
Corporation, as they may hereafter be amended.

    


    (e)  Except
as set forth herein, holders of shares of Series B Preferred Stock shall have no
special voting rights and their consent shall not be required (except to the
extent they are entitled to vote as set forth in the Second Amended and Restated
Articles of Incorporation of the Corporation or by law) for taking any corporate
action.

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              3.

            	
              Certain
      Restrictions.

            


    

    


    (a)  Whenever
any dividends or other distributions payable on the Series B Preferred Stock as
provided in paragraph 1 hereof are in arrears, thereafter and until all accrued
and unpaid dividends and distributions, whether or not declared, on shares of
Series B Preferred Stock outstanding shall have been paid in full, the
Corporation shall not, directly or indirectly:

    


    (i)  declare
or pay dividends on, or make any other distributions with respect to, any shares
of stock ranking junior (either as to dividends or upon liquidation, dissolution
or winding up) to the Series B Preferred Stock;

    


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

    


    (iii)  redeem
or purchase or otherwise acquire for consideration shares of any stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
with the Series B Preferred Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such junior stock in
exchange for shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the Series B
Preferred Stock; or

    


    
      	 	
              (iv)  purchase
      or otherwise acquire for consideration any shares of Series B Preferred
      Stock, or any shares of stock ranking on a parity with the Series B
      Preferred Stock, except in accordance with a purchase offer made in
      writing or by publication (as determined by the Board of Directors) to all
      holders of such shares upon such terms as the Board of Directors, after
      consideration of the respective annual dividend rates and other relative
      rights and preferences of the respective series and classes, shall
      determine in good faith will result in fair and equitable treatment among
      the respective series or classes.

            


    

    


    (b)  The
Corporation shall not permit any subsidiary of the Corporation to purchase or
otherwise acquire for consideration, directly or indirectly, any shares of stock
of the Corporation unless the Corporation could, under paragraph (a) of this
paragraph 3, purchase or otherwise acquire such shares at such time and in such
manner.

     

    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    

     

    4.         Reacquired
Shares.  Any shares of Series B Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof.  All such shares
shall upon their cancellation become authorized but unissued shares of preferred
stock, without designation as to series, and may be reissued as part of any
series of preferred stock created by resolution or resolutions of the Board of
Directors (including Series B Preferred Stock), subject to the conditions and
restrictions on issuance set forth herein.

    


    5.         Liquidation, Dissolution or
Winding Up.  Upon any liquidation, dissolution or winding up of
the Corporation, no distribution shall be made to:

    


    (a)  the
holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series B Preferred Stock unless,
prior thereto, the holders of shares of Series B Preferred Stock shall have
received the greater of (i) $1.00 per share ($0.001 per one one-hundredth of a
share), plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment, or (ii) an
aggregate amount per share, subject to the provision for adjustment hereinafter
set forth, equal to 100 times the aggregate amount to be distributed per share
to holders of shares of Common Stock; or

    


    (b)  the
holders of shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series B Preferred Stock,
except distributions made ratably on the Series B Preferred Stock and all other
such parity stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding
up.

    


    In the
event that the Corporation shall at any time declare or pay any dividend on
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then and in each such event, the aggregate amount to which the
holder of each share of Series B Preferred Stock was entitled immediately prior
to such event under the proviso in clause (a) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such event, and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     

    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    

     

    6.         Consolidation, Merger,
etc.  In the event that the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, or otherwise changed, then and in each such event,
the shares of Series B Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged.  In the event that the Corporation shall at any time
declare or pay any dividend on Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise) into a greater or
lesser number of shares of Common Stock, then and in each such event, the amount
set forth in the preceding sentence with respect to the exchange or change of
shares of Series B Preferred Stock shall be adjusted by multiplying such amount
by a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event, and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

    


    7.         No
Redemption.  The shares of Series B Preferred Stock shall not
be redeemable.  Notwithstanding the foregoing, the Corporation may
acquire shares of Series B Preferred Stock in any other manner permitted by law
or the Second Amended and Restated Articles of Incorporation of the
Corporation.

    


    8.         Rank.  Unless
otherwise provided in the Second Amended and Restated Articles of Incorporation
of the Corporation or an amendment of the Articles of Incorporation relating to
a subsequent series of preferred stock of the Corporation, the Series B
Preferred Stock shall rank junior to all other series of the Corporation's
preferred stock as to the payment of dividends and the distribution of assets on
liquidation, dissolution or winding up, and senior to the Common Stock of the
Corporation.

    


    9.         Amendment.  The
Second Amended and Restated Articles of Incorporation of the Corporation shall
not be amended in any manner that would materially and adversely alter or change
the powers, preferences or special rights of the Series B Preferred Stock
without the affirmative vote of the holders of at least two-thirds of the
outstanding shares of Series B Preferred Stock, voting together as a single
series.

    


    10.         Fractional
Shares.  Series B Preferred Stock may be issued in fractions of
a share (in one one-hundredths (1/100) of a share and integral multiples
thereof) that shall entitle the holder thereof, in proportion to such holder's
fractional shares, to exercise voting rights, receive dividends, participate in
distributions and have the benefit of all other rights of holders of shares of
Series B Preferred Stock.

     

    
      
        
        

      

      
        A-10

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

    


    FORM
OF

    


    RIGHT
CERTIFICATE

    


    Certificate
No. R-___________ Rights

    


    NOT
EXERCISABLE AFTER JUNE 11, 2012, OR EARLIER IF REDEEMED OR
EXCHANGED.  THE RIGHTS ARE SUBJECT TO EXPIRATION, REDEMPTION AND
EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER
CERTAIN CIRCUMSTANCES SPECIFIED IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY
OWNED BY CERTAIN PERSONS OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL
AND VOID.

    


    Right
Certificate

    


    ROCKY
BRANDS, INC.

     

    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 and conditions of a Rights Agreement (the “Rights
Agreement”) dated as of June 11, 2009, by and between Rocky Brands, Inc., an
Ohio corporation (the “Company”), and Computershare Trust Company, N.A. (the
“Rights Agent”), to purchase from the Company at any time prior to the earlier
of the Redemption Date (as such term is defined in the Rights Agreement) or 5:00
o’clock p.m., eastern time, on the Expiration Date (June 11, 2012), unless the
Distribution Date (as defined in the Rights Agreement) shall have occurred on or
prior to such date and the Rights shall have separated from the Common Shares,
in which case the Expiration Date is the date that is the third anniversary of
the Distribution Date), at the office or agency of the Rights Agent, or at the
office of its successor as Rights Agent, one one-hundredth of a fully paid and
nonassessable share of Series B Junior Participating Cumulative Preferred Stock,
no par value, of the Company (a “Preferred Share”) or, in certain circumstances,
other securities or other property, at a purchase price of $16.00 (Sixteen
dollars) per one one-hundredth of a Preferred Share (the “Exercise Price”), upon
presentation and surrender of this Right Certificate with the Form of Election
to Purchase, including Certificate, on the reverse side hereof completed and
duly executed, with signature guaranteed.

    


    The
number of Rights represented by this Right Certificate and the Exercise Price
set forth above are the number of Rights and the Exercise Price as of June 11,
2009, based upon the Preferred Shares as constituted on such date. As provided
in the Rights Agreement, the Exercise Price and the number of Preferred Shares
or other securities or other property that may be purchased upon the exercise of
the Rights represented by this Right Certificate are subject to modification and
adjustment upon the occurrence of certain events.

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

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

    


    This
Right Certificate, with or without other Right Certificates, upon presentation
and surrender at the above-mentioned offices of the Rights Agent, with the Form
of Assignment, including Certificate, on the reverse side hereof completed and
duly executed, with signature guaranteed, may be exchanged for another Right
Certificate or Right Certificates of like tenor and date representing Rights
entitling the holder thereof to purchase a like aggregate number of Preferred
Shares or, in certain circumstances, other securities or other property, as the
Rights represented 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 the surrender hereof with the Form of Election to Purchase, including
Certificate, on the reverse side hereof completed and duly executed, with
signature guaranteed, another Right Certificate or Right Certificates for the
number of whole Rights not exercised.  Subject to the provisions of
the Rights Agreement, the Rights represented by this Right Certificate may be
redeemed by the Company, at its option, at a redemption price of $0.001 per
Right or, upon the occurrence of certain events, the Company, at its option, may
exchange such Rights for fully paid and nonassessable shares of Common Stock, no
par value, of the Company at an exchange ratio equal to one Common Share per
Right on such date.

    


    No
fractional securities shall be issued upon the exercise of any Right or Rights
represented hereby (other than fractions of Preferred Shares that are integral
multiples of one one-hundredth of a Preferred Share, that may, at the option of
the Company, be represented by depository receipts), but in lieu thereof, a cash
payment shall be made, as provided in the Rights Agreement.

    


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

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

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

    


    
      
        
          
            	
                    Attest:

                  	 
      	
                    Rocky
      Brands, Inc.

                  
	 
      	 
      	 
      
	
                    By:

                  	 
      	 
      	
                    By:

                  	 
      
	
                    Name:  Curtis
      A. Loveland

                  	 
      	
                    Name:
      Mike Brooks

                  
	
                    Title:    Secretary

                  	 
      	
                    Title:  
      Chairman of the Board and Chief

                                Executive
      Officer

                  


          

        

      

    

    


    
      
        
          
            
              	
                      Countersigned:

                    
	 
      
	
                      Computershare
      Trust Company, N.A.

                    
	 
      
	
                      By:

                    	 
      
	
                      Name:

                    	 
      
	
                      Title:

                    	 
      


            

          

        

      

    

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

    FORM
OF REVERSE SIDE OF RIGHT CERTIFICATE

    


    FORM
OF ASSIGNMENT

    (To be executed by the registered
holder if such holder desires to transfer any or all of the Rights represented
by this Right Certificate)

    


    FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
___________________________________ (Name, address and social security or
other identifying number of transferee) _______________________________
(_____________)  of the Rights represented by this Right Certificate,
together with all right, title and interest in and to said Rights, and hereby
irrevocably constitutes and appoints ___________________ attorney to transfer
said Rights on the books of Rocky Brands, Inc. with full power of
substitution.

    


    
      
        
          
            	
                    Dated:

                  	 
      	 
      	 
      
	 
      	 
      	 
      	
                    (Signature)

                  


          

        

      

    

    


    Medallion
Signature Guaranteed:

    


    FORM
OF ELECTION TO PURCHASE

    (To be executed by the registered
holder if such holder desires to exercise any or all of the Rights represented
by this Right Certificate)

    


    To ROCKY
BRANDS, INC.:

    


    The
undersigned hereby irrevocably elects to exercise ___________________________
(_____________) of the Rights represented by this Right Certificate to purchase
the following:

    


    (Check
one of the following boxes)

    


    
      	
               
      

            	
              o

            	
              The
      Preferred Shares or other securities or property issuable upon the
      exercise of said number of Rights pursuant to Section 7(c) of the Rights
      Agreement.

            


    

    


    
      	
               
      

            	
              o

            	
              The
      shares of the Common Stock, no par value, of the Company, or other
      securities or property issuable upon the exercise of said number of Rights
      pursuant to Section 11(a)(ii) of the Rights
  Agreement.

            


    

    


    
      	
               
      

            	
              o

            	
              The
      securities issuable upon the exercise of said number of Rights pursuant to
      Section 13(a) of the Rights
Agreement.

            


    

    


    The
undersigned hereby requests that any such property and a certificate for any
such securities be issued in the name of and delivered to:
_________________________________________

    (Name, address and social security or
other identifying number of issuee)

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

     

    The
undersigned hereby further requests that if said number of Rights shall not be
all the Rights represented by this Right Certificate, a new Right Certificate
for the remaining balance of such Rights be issued in the name of and delivered
to: _________________________________________

    (Name,
address and social security or other identifying number of issuee)

    


    
      
        
          
            	
                    Dated:

                  	 
      	 
      	 
      
	 
      	 
      	 
      	
                    (Signature)

                  


          

        

      

    

    Signature
Guaranteed:

    


    Certificate

    (to be
completed, if true)

    


    The
undersigned hereby certifies that the Rights represented by this Right
Certificate are not Beneficially Owned by a 20% Shareholder or an Affiliate or
Associate of a 20% Shareholder (as such capitalized terms are defined in the
Rights Agreement).

    


    
      
        
          
            	
                    Dated:

                  	 
      	 
      	 
      
	 
      	 
      	 
      	
                    (Signature)

                  


          

        

      

    

    Signature
Guaranteed:

    


    NOTICE

    


    The
signatures to the foregoing Assignment and the foregoing Certificate, if
applicable, must correspond to the name as written upon the face of this Right
Certificate in every particular, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a member firm of a registered national
securities exchange, a member of FINRA, or a commercial bank or trust company
having an office or correspondent in the United States.

    


    In the
event that the foregoing Certificate is not duly executed, with signature
guaranteed, the Company may deem the Rights represented by this Right
Certificate to be Beneficially Owned by a 20% Shareholder or an Affiliate or
Associate of a 20% Shareholder (as such capitalized terms are defined in the
Rights Agreement), and not issue any property or certificate for securities upon
the exercise of this Right Certificate or issue any new Right Certificate for
any remaining balance of unexercised Rights represented by this Right
Certificate.

     

    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

    


    ROCKY
BRANDS, INC.

    


    FORM
OF

    SUMMARY
OF THE RIGHTS

    


    Effective
on June 11, 2009, the Board of Directors of Rocky Brands, Inc. (the “Company”)
authorized and declared a dividend of one preferred stock purchase right (a
“Right”) for each share of common stock, no par value, of the Company (the
“Common Shares”).  The dividend is payable on June 22, 2009 (the
“Record Date”) to the holders of record of Common Shares as of the close of
business on such date.

    


    The
following is a brief description of the Rights.  It is intended to
provide a general description only and is subject to the detailed terms and
conditions of a Rights Agreement (the “Rights Agreement”) dated as of June 11,
2009 by and between the Company and Computershare Investor Services, LLC, as
Rights Agent (the “Rights Agent”).

    


    1.           Common
Share Certificates Representing Rights

    


    Until the
Distribution Date (as defined in Section 2 below): (a) the Rights shall not be
exercisable, (b) the Rights shall be attached to and trade only together with
the Common Shares and (c) the stock certificates representing Common Shares
shall also represent the Rights attached to such Common
Shares.  Common Share certificates issued after the Record Date and
prior to the Distribution Date shall contain a notation incorporating the Rights
Agreement by reference.

    


    2.           Distribution
Date

    


    The
“Distribution Date” is the earliest of:

    


    (a)           the
tenth business day following the date of the first public announcement that any
person (other than the Company or certain related entities, and with certain
additional exceptions) has become the beneficial owner of 20% or more of the
then outstanding Common Shares (such person is a “20% Shareholder” and the date
of such public announcement is the “20% Ownership Date”);

    


    (b)           the
tenth business day (or such later day as shall be designated by the Board of
Directors) following the date of the commencement of, or the announcement of an
intention to make, a tender offer or exchange offer, the consummation of which
would cause any person to become a 20% Shareholder; or

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    (c)           the
first date, on or after the 20% Ownership Date, upon which the Company is
acquired in a merger or other business combination in which the Company is not
the surviving corporation or in which the outstanding Common Shares are changed
into or exchanged for stock or assets of another person, or upon which 50% or
more of the Company’s consolidated assets or earning power are sold (other than
in transactions in the ordinary course of business).

    


    In
calculating the percentage of outstanding Common Shares that are beneficially
owned by any person, such person shall be deemed to beneficially own any Common
Shares issuable upon the exercise, exchange or conversion of any options,
warrants or other securities beneficially owned by such person; provided,
however, that such Common Shares issuable upon such exercise shall not be deemed
outstanding for the purpose of calculating the percentage of Common Shares that
are beneficially owned by any other person.  Notwithstanding the
foregoing, if any person is the beneficial owner of at least 20% of the
outstanding Common Shares as a result of decrease in the number of outstanding
Common Shares resulting from any stock repurchase plan or self tender offer of
the Company, then such person shall not be deemed a “20% Shareholder” until such
person thereafter acquires beneficial ownership of, in the aggregate, a number
of additional Common Shares equal to 1% or more of the then outstanding Common
Shares.

    


    No person
who was the beneficial owner of 20% or more of the outstanding Common Shares on
June 11, 2009, shall be deemed a 20% Shareholder for purposes of the Rights
unless and until such person shall have acquired beneficial ownership of
additional Common Shares amounting to 1% or more of the total Common Shares
outstanding, or such person, after having reduced its beneficial ownership to
less than 20% after June 11, 2009, shall thereafter increase its beneficial
ownership to 20% or more of the outstanding Common Shares.

    


    Upon the
close of business of the Distribution Date, the Rights shall separate from the
Common Shares, Right certificates shall be issued, and the Rights shall become
exercisable to purchase Preferred Shares as described in Section 5
below.

    


    3.           Issuance
of Right Certificates

    


    As soon
as practicable following the Distribution Date, separate certificates
representing only Rights shall be mailed to the holders of record of Common
Shares as of the close of business on the Distribution Date, and such separate
Right certificates alone shall represent such Rights from and after the
Distribution Date.

    


    4.           Expiration
of Rights

    


    The
Rights shall expire on June 11, 2012, unless earlier redeemed or exchanged,
unless the Distribution Date has previously occurred and the Rights have
separated from the Common Shares, in which case the Rights will remain
outstanding for three years.

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

     

    5.           Exercise
of Rights

    


    Unless
the Rights have expired or been redeemed or exchanged, they may be exercised, at
the option of the holders, pursuant to paragraphs (a), (b), or (c)
below.  No Right may be exercised more than once or pursuant to more
than one of such paragraphs.  From and after the first event of the
type described in paragraphs (b) or (c) below, each Right that is beneficially
owned by a 20% Shareholder or that was attached to a Common Share that is
subject to an option beneficially owned by a 20% Shareholder shall be
void.

    


    (a)           Right to Purchase Preferred
Shares.

    


    From and
after the close of business on the Distribution Date, each Right (other than a
Right that has become void) shall be exercisable to purchase one one-hundredth
of a share of Series B Junior Participating Cumulative Preferred Stock, no par
value, of the Company (the “Preferred Shares”), at an exercise price of $16.00
(Sixteen dollars) (the “Exercise Price”).  Prior to the Distribution
Date, the Company may substitute for all or any portion of the Preferred Shares
that would otherwise be issuable upon exercise of the Rights, cash, assets or
other securities having the same aggregate value as such Preferred
Shares.  The Preferred Shares are nonredeemable and, unless otherwise
provided in connection with the creation of a subsequent series of preferred
stock, are subordinate to any other series of the Company’s preferred stock
whether issue before or after the issuance of the Preferred Shares. The
Preferred Shares may not be issued except upon exercise of
Rights.  The holder of a Preferred Share is entitled to receive when,
as and if declared, the greater of (i) a preferential annual dividend of $1.00
per Preferred Share ($.01 per one one-hundredth of a Preferred Share); or (ii)
cash and non-cash dividends in an amount equal to 100 times the dividends
declared on each Common Share.  In the event of liquidation, the
holders of Preferred Shares shall be entitled to receive a liquidation payment
in an amount equal to the greater of (1) $1.00 per Preferred Share ($.01 per one
one-hundredth of a Preferred Share), plus all accrued and unpaid dividends and
distributions on the Preferred Shares, or (2) an amount equal to 100 times the
aggregate amount to be distributed per Common Share.  Each Preferred
Share has 100 votes, voting together with the Common Shares.  In the
event of any merger, consolidation or other transaction in which Common Shares
are exchanged, the holder of a Preferred Share shall be entitled to receive 100
times the amount received per Common Share.  The rights of the
Preferred Shares as to dividends, voting and liquidation preferences are
protected by antidilution provisions.  It is anticipated that the
value of one one-hundredth of a Preferred Share should approximate the value of
one Common Share.

    


    (b)           Right to Purchase Common Shares of
the Company (“Flip-in Right”).

    


    From and
after the close of business on the tenth business day following the 20%
Ownership Date, each Right (other than a Right that has become void) shall be
exercisable to purchase, at the Exercise Price (initially $16.00), Common Shares
with a market value equal to two times the Exercise Price.  If the
Company does not have sufficient Common Shares available for all Rights to be
exercised, the Company shall substitute for all or any portion of the Common
Shares that would otherwise be issuable upon the exercise of the Rights, cash,
assets or other securities having the same aggregate value as such Common
Shares.

     

    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              Right
      to Purchase Common Stock of a Successor Corporation (“Flip-Over
      Right”).

            


    

    


    If, on or
after the 20% Ownership Date, (i) the Company is acquired in a merger or other
business combination in which the Company is not the surviving corporation, (ii)
the Company is the surviving corporation in a merger or other business
combination in which all or part of the outstanding Common Shares are changed
into or exchanged for stock or assets of another person or (iii) 50% or more of
the Company’s consolidated assets or earning power are sold (other than in
transactions in the ordinary course of business), then each Right (other than a
Right that has become void) shall thereafter be exercisable to purchase, at the
Exercise Price (initially $16.00), shares of common stock of the surviving
corporation or purchaser, respectively, with an aggregate market value equal to
two times the Exercise Price.

    


    6.           Adjustments
to Prevent Dilution

    


    The
Exercise Price, the number of outstanding Rights and the number of Preferred
Shares or Common Shares issuable upon exercise of the Rights are subject to
adjustment from time to time as set forth in the Rights Agreement in order to
prevent dilution.  With certain exceptions, no adjustment in the
Exercise Price shall be required until cumulative adjustments require an
adjustment of at least 1%.

    


    7.           Cash
Paid Instead of Issuing Fractional Securities

    


    No
fractional securities shall be issued upon exercise of a Right (other than
fractions of Preferred Shares that are integral multiples of one one-hundredth
of a Preferred Share and that may, at the election of the Company, be evidenced
by depositary receipts) and in lieu thereof, an adjustment in cash shall be made
based on the market price of such securities on the last trading date prior to
the date of exercise.

    


    8.           Redemption

    


    At any
time prior to the earlier of (a) the tenth business day (or such later day as
shall be designated by the Board of Directors) following the date of the
commencement of, or the announcement of an intention to make, a tender offer or
exchange offer, the consummation of which would cause any person to become a 20%
Shareholder, (b) the tenth business day after the 20% Ownership Date or (c) the
first event of the type giving rise to exercise rights under Section 5(c) above,
the Board of Directors may, at its option, direct the Company to redeem the
Rights in whole, but not in part, at a price of $0.001 per Right (the
“Redemption Price”), and the Company shall so redeem the
Rights.  Immediately upon such action by the Board of Directors (the
date of such action is the “Redemption Date”), the right of the holders of
Rights thereafter shall be to receive the Redemption Price.

     

    
      
        
        

      

      
        C-4

        
          

        

      

      
        
        

      

    

     

    9.           Exchange

    


    At any
time after the 20% Ownership Date and prior to the first date thereafter upon
which a 20% Shareholder shall be the beneficial owner of 50% or more of the
outstanding Common Shares, the Board of Directors may, at its option, direct the
Company to exchange all, but not less than all, of the then outstanding Rights
(other than a Right that has become void) for Common Shares at an exchange
ratio  equal to one Common Share per Right on such date (the “Exchange
Ratio”), and the Company shall so exchange the Rights.  Immediately
upon such action by the Board of Directors, the right to exercise Rights shall
terminate and the only right of the holders of Rights thereafter shall be to
receive a number of Common Shares equal to the Exchange Ratio.

    


    10.           No
Shareholder Rights Prior to Exercise

    


    Until a
Right is exercised, the holder thereof, as such, shall have no rights as a
shareholder of the Company (other than rights resulting from such holder’s
ownership of Common Shares), including, without limitation, the right to vote or
to receive dividends.

    


    11.           Amendment
of Rights Agreement

     

    The Board
of Directors may, from time to time, without the approval of any holder of
Rights, direct the Company and the Rights Agent to supplement or amend any
provision of the Rights Agreement in any manner, whether or not such supplement
or amendment is adverse to any holder of Rights, and the Company and the Rights
Agent shall so supplement or amend such provision; provided, however, that from
and after the earliest of (a) the tenth business day (or such later day as shall
be designated by the Board of Directors) following the date of the commencement
of, or the announcement of an intention to make, a tender offer or exchange
offer, the consummation of which would cause any person to become a 20%
Shareholder, (b) the 20% Ownership Date, (c) the first event of the type giving
rise to exercise rights under Section 5(c) above, or (d) the Redemption Date,
the Rights Agreement shall not be supplemented or amended in any manner that
would materially and adversely affect any holder of outstanding Rights other
than a 20% Shareholder.

     

    
      
        
        

      

      
        C-5