Exhibit
4.1


 


SIMPSON
MANUFACTURING CO., INC.


 


and


 


COMPUTERSHARE
TRUST COMPANY, N.A.


 


Rights
Agent


 


 






 


 


AMENDED
AND RESTATED RIGHTS AGREEMENT


 


 


Dated
as of June 15, 2009


 

















 


TABLE OF
CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Certain
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Appointment
  of Rights Agent

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Issue
  of Rights Certificates

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Form of
  Rights Certificates

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Countersignature
  and Registration

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

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

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Exercise
  of Rights Purchase Price; Expiration Date of Rights

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Cancellation
  and Destruction of Rights Certificates

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  Reservation
  and Availability of Preferred Stock

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Preferred
  Stock Record Date

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  Adjustment
  of Purchase Price, Number and Kind of Shares or Number of Rights

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  Certificate
  of Adjusted Purchase Price or Number of Shares

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  Consolidation
  Merger or Sale or Transfer of Assets or Earning Power

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  Additional
  Covenants

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  Fractional
  Rights and Fractional Shares

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  Rights
  of Action

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  Agreement
  of Rights Holders

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  Rights
  Certificate Holder Not Deemed a Stockholder

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  Concerning
  the Rights Agent

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  Merger
  or Consolidation or Change of Name of Rights Agent

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
  Duties
  of Rights Agent

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
  Change
  of Rights Agent

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
  Issuance
  of New Rights Certificates

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
  Redemption,
  Termination and Exchange

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
  Notice
  of Certain Events

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
  Notices

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
  Supplements
  and Amendments

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
  Determination
  and Actions by the Board of Directors, etc

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  29.

  	
  Successors

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  30.

  	
  Benefits
  of This Agreement

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  31.

  	
  Severability

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  32.

  	
  Governing
  Law

  	
   

  	
  27

  



 


i

















 


TABLE OF
CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  33.

  	
  Counterparts

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  34.

  	
  Descriptive
  Headings

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  35.

  	
  Force
  Majeure

  	
   

  	
  27

  



 


	
  EXHIBIT A

  	
  Form of Certificate
  of Designation

  	
   

  	
  A-1

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT B

  	
  Form of Rights Certificate

  	
   

  	
  B-1

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT C

  	
  Summary of Rights

  	
   

  	
  C-1

  



 


ii

















 


AMENDED AND RESTATED RIGHTS
AGREEMENT


 


THIS AMENDED AND RESTATED RIGHTS AGREEMENT,
dated as of June 15, 2009, by and between SIMPSON MANUFACTURING CO., INC.,
a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A.,
a national banking association (the “Rights Agent”), amends and restates that
certain Rights Agreement dated July 30, 1999 (the “Original Agreement”),
between the Company and BankBoston, N.A., a national banking association and
predecessor rights agent to the Rights Agent,


 


W I T N E S
S E T H:


 


Whereas, on July 29, 1999, the Board of
Directors of the Company authorized and declared a dividend distribution of one
Right (as hereinafter defined) for each share of Common Stock, $0.01 par value
per share, of the Company (the “Common Stock”) outstanding as of the close of
business on August 19, 1999 (the “Record Date”), and contemplates the
issuance of one Right (subject to adjustment as provided herein) for each share
of Common Stock of the Company issued between the Record Date and the earlier
of the Distribution Date and the Expiration Date (as such terms are hereinafter
defined in Section 3(a) and Section 7(a), respectively) (with
Rights also to be issued in connection with certain issuances of Common Stock
after the Distribution Date, as provided more fully herein), each Right
representing the right to purchase when exercisable one one-thousandth of a
share of Series A Participating Preferred Stock, $0.01 par value per
share, of the Company (“Preferred Stock”) having the rights, powers and
preferences set forth in the Certificate of Designation attached hereto as Exhibit A,
upon the terms and subject to the conditions hereinafter set forth (the “Rights”);
and


 


Whereas, pursuant to the Original Agreement
the Rights would have expired at the Close of Business on July 29, 2009;
and


 


Whereas, BankBoston, N.A., was succeeded as
Rights Agent under the Original Agreement by Fleet National Bank, which was in
turn succeeded as Rights Agent by EquiServe Trust Company, N.A., which is now
known as Computershare Trust Company, N.A., a national banking association (the
“Rights Agent”); and


 


Whereas, the Board of Directors of the
Company has determined to extend the Final Expiration Date (as such term is
hereinafter defined) and to make certain other changes in the Original
Agreement and, in connection therewith, hereby to amend and restate the
Original Agreement in its entirety as herein set forth:


 


Now, Therefore, in consideration of the
promises and the mutual agreements herein set forth, the parties hereto hereby
amend and restate the Original Agreement in its entirety and agree as follows:


 


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


 


(a)                                  “Acquiring
Person” shall mean any Person (as such term is hereinafter defined) who or
which, together with all Affiliates (as such term is hereinafter defined) and
Associates (as such term is hereinafter defined) of such Person, without the
prior approval of the Company, shall have become the Beneficial Owner (as such
term is hereinafter defined) of securities representing 15% or more of the
shares of Common Stock then outstanding or who was such a Beneficial Owner at
any time on or after the July 30, 1999, whether or not such Person
continues to be the Beneficial Owner of securities representing 15% or more of
the outstanding shares of Common Stock; provided, however, that in no event
shall a 


 


1

















 


Person
who or which, together with all Affiliates and Associates of such Person, is
the Beneficial Owner of less than 15% of the Company’s outstanding shares of
Common Stock become an Acquiring Person solely as a result of a reduction of
the number of shares of outstanding Common Stock, including repurchases of
outstanding shares of Common Stock by the Company, which reduction increases the
percentage of outstanding shares of Common Stock Beneficially Owned by such
Person (provided that any subsequent increase in the amount of Common Stock
Beneficially Owned by such Person, together with all Affiliates and Associates
of such Person, without the prior approval of the Board of Directors of the
Company shall cause such Person to be an Acquiring Person); and provided,
further, that “Acquiring Person” shall not mean (i) the Company, (ii) any
subsidiary of the Company (as such term is hereinafter defined), (iii) any
employee benefit plan of the Company or any of its subsidiaries, (iv) any
entity holding securities of the Company organized, appointed or established by
the Company or any of its subsidiaries for or pursuant to the terms of any such
plan, or (v) any Person who as of the Record Date (a) was the
Beneficial Owner of 25% or more of the shares of Common Stock then outstanding
(an “Exempt Person”), (b) is any Person who is an Affiliate or Associate
of an Exempt Person, (c) is any Person who acquires Beneficial Ownership
of shares of Common Stock from an Exempt Person by will or the laws of
intestate succession or (d) is any Person who is a trustee, executor or
administrator of the estate of an Exempt Person at any time during the period
commencing with the death of such Exempt Person and ending with the date when
all shares owned by such estate shall have been distributed; provided that any
Exempt Person who shall become Beneficial Owner of 40% or more of the shares of
Common Stock then outstanding shall become an Acquiring Person; provided,
however, that in no event shall any Exempt Person become an Acquiring Person
solely as a result of a reduction of the number of shares of Common Stock
outstanding, including repurchases of outstanding shares of Common Stock by the
Company, which reduction increases the percentage of outstanding shares of
Common Stock Beneficially Owned by such Exempt Person.


 


(b)                                 “Affiliate” and
“Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2
of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), as in effect on June 15, 2009.


 


(c)                                  “Approval of”
or “approved by” the Company shall mean the affirmative vote of a majority of a
quorum of the Board of Directors.


 


(d)                                 A Person shall
be deemed the “Beneficial Owner” of, and shall be deemed to “Beneficially Own,”
any securities:


 


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


 


(ii)                                  that such Person or any of
such Person’s Affiliates or Associates has (A) the right or obligation to
acquire (whether such right or obligation is exercisable or effective
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding (whether or not in writing and other than
customary agreements with and between underwriters and selling group members
with respect to a bona fide public offering of securities) or upon the exercise
of conversion rights, exchange rights, rights (other than the Rights), warrants
or options, or otherwise; provided, however, that a Person shall not be deemed
the “Beneficial Owner” of, or to “Beneficially Own,” securities tendered
pursuant to a tender or exchange offer made by such Person or any of such
Person’s Affiliates or Associates until such tendered securities are accepted
for payment or exchange; or (B) the right to vote pursuant to any
agreement arrangement or understanding (whether or not in writing); provided,
however, that a Person shall not be deemed the “Beneficial Owner” of or to “Beneficially
Own,” any 


 


2

















 


security under this clause (B) if
the agreement, arrangement or understanding to vote such security (1) arises
solely from a revocable proxy given in response to a public proxy or consent
solicitation made pursuant to, and in accordance with, the applicable rules and
regulations of the Exchange Act and (2) is not also then reportable by
such Person on Schedule l3D under the Exchange Act (or any comparable or
successor report);


 


(iii)                               that are Beneficially Owned,
directly or indirectly, by any other Person (or any Affiliate or Associate
thereof) with which such Person or any of such Person’s Affiliates or
Associates has any agreement, arrangement or understanding (whether or not in
writing and other than customary agreements with and between underwriters and
selling group members with respect to a bona fide public offering of
securities), or with which such Person or any of such Person’s Affiliates have
otherwise formed a group, for the purpose of acquiring, holding, voting (except
pursuant to a revocable proxy as described in clause (B) of Section 1(d)(ii) above)
or disposing of any securities of the Company; or


 


(iv)                              that are the subject of a
derivative transaction entered into by such Person or any of such Person’s
Affiliates or Associates, or derivative securities acquired by such Person or
any of such Person’s Affiliates or Associates, which gives such Person or any
of such Person’s Affiliates or Associates the economic equivalent of ownership
of an amount of such securities due to the fact that the value of the
derivative is explicitly determined by reference to the price or value of such
securities, or which provides such Person or any of such Person’s Affiliates or
Associates an opportunity, directly or indirectly, to profit, or to share in
any profit, derived from any change in the value of such securities, in any
case without regard to whether (A) such derivative conveys any voting
rights in such securities to such Person or any of such Person’s Affiliates or
Associates, (B) the derivative is required to be, or capable of being,
settled through delivery of such securities, or (C) such Person or any of
such Person’s Affiliates or Associates may have entered into other transactions
that hedge the economic effect of such derivative.  In determining the number of shares of Common
Stock of the Company Beneficially Owned by virtue of the operation of this Section 1(d)(iv),
the subject Person shall be deemed to Beneficially Own (without duplication)
the notional or other number of shares of Common Stock of the Company specified
in the documentation evidencing the derivative position as being subject to
being acquired on the exercise or settlement of the applicable right or as the
basis on 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, as a whole or in part, and in any case (or if no such number of
shares of Common Stock of the Company is specified in such documentation or
otherwise), as determined by the Board of Directors of the Company in good
faith to be the number of shares of Common Stock of the Company to which the
derivative position relates.


 


(e)                                  “Board of
Directors of the Company,” “Board of Directors” or “Board” shall mean the Board
of Directors of the Company as constituted at the time in question.


 


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


 


(g)                                 “Close of
Business” on any given date shall mean 5 P.M., Eastern time, on such date;
provided, however, that if such date is not a Business Day it shall mean 5 P.M.,
Eastern time, on the next Business Day.


 


3

















 


(h)                                 “Common Stock”
shall mean the Common Stock, $0.01 par value per share, of the Company, except
that “Common Stock” when used with reference to stock issued by any Person
other than the Company shall mean the capital stock with the greatest Voting
Power (as such term is hereinafter defined), or the equity securities or other
equity interest having power to control or direct the management, of such
Person or, if such Person is a subsidiary of another Person, of the Person that
ultimately controls such first-mentioned Person and that has issued and
outstanding such capital stock, equity securities or equity interests.


 


(i)                                     “Person” shall
mean any natural person or any firm, corporation, partnership, limited
liability company, joint venture, association, trust or other entity.


 


(j)                                     “Preferred
Stock” shall mean the Series A Participating Preferred Stock, $0.01 par
value per share, of the Company.


 


(k)                                  “Stock
Acquisition Date” shall mean the first date of public announcement by the
Company or an Acquiring Person that an Acquiring Person has become such.


 


(l)                                     A “subsidiary”
of any Person shall mean any corporation or other entity of which a majority of
the Voting Power of the voting equity securities or voting interests is owned,
directly or indirectly by such Person, or which is otherwise controlled by such
Person.


 


(m)                               “Voting Power”
of a Person shall mean the voting power of all securities of such Person then
outstanding and generally entitled to vote for the election of directors of
such Person.


 


2.                                       Appointment of
Rights Agent.  The Company
has appointed the Rights Agent to act as agent for the Company in accordance
with the terms and conditions hereof, and the Rights Agent hereby confirms its
acceptance of such appointment.  The
Company may from time to time appoint such Co-Rights Agents as it may deem
necessary or desirable, upon ten (10) days’ prior written notice to the Rights
Agent.  In the event the Company appoints
one or more Co-Rights Agents, the respective duties of the Rights Agent and any
Co-Rights Agents shall be as the Company shall determine.  The Rights Agent shall have no duty to
supervise, and in no event shall be liable for, the acts or omissions of any
such Co-Rights Agent.


 


3.                                       Issue of Rights
Certificates.


 


(a)                                  Until the
earlier of


 


(i)                                     10 days
following the Stock Acquisition Date and


 


(ii)                                  10 days
following (unless such date is extended by the Board of Directors) the
commencement (or first public announcement of an intention to commence, which
intention to commence remains in effect for five Business Days after such
announcement) of a tender or exchange offer without the prior approval of the
Company, which would result, in the absence of approval by the Company, in any
Person (other than the Company, any subsidiary of the Company, or any employee
benefit plan of the Company or any of its subsidiaries, or any entity holding
securities of the Company organized, appointed or established by the Company or
any of its subsidiaries for or pursuant to the terms of any such plan) becoming
an Acquiring Person (including any such date on or after July 30, 1999,
and prior to the issuance of the Rights) (the earlier of such dates being
herein referred to as the “Distribution Date”):


 


4

















 


(x) the Rights shall be evidenced
(subject to the provisions of Section 3(b)) by the certificates for Common
Stock registered in the names of the holders of the Common Stock (which
certificates for Common Stock shall be deemed also to be certificates for
Rights) and not by separate certificates, and (y) the Rights (and the
right to receive certificates therefor) shall be transferable only in connection
with the transfer of the underlying shares of Common Stock.  As soon as practicable after the Distribution
Date, the Rights Agent shall send by first-class, insured, postage prepaid
mail, to each record holder of the Common Stock as of the Close of Business on
the Distribution Date, at the address of such holder shown on the records of
the Company, a certificate for Rights, in substantially the form of Exhibit B
hereto (the “Rights Certificates”), evidencing one Right (subject to adjustment
as provided in Section 11 hereof) for each share of Common Stock so
held.  As of and after the Distribution
Date, the Rights shall be evidenced solely by such Rights Certificates.


 


Following the Record Date, the Company sent a
copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C
(the “Summary of Rights”), by first-class, postage prepaid mail, to each record
holder of the Common Stock as of the Close of Business on the Record Date, at
the address of such holder shown on the records of the Company.  With respect to certificates for the Common
Stock outstanding as of the Record Date, until the Distribution Date (or
earlier redemption, expiration or termination of the Rights), the Rights shall
be evidenced by such certificates for the Common Stock together with the
Summary of Rights and the registered holders of the Common Stock shall also be
the registered holders of the associated Rights.  Until the Distribution Date (or earlier
redemption, expiration or termination of the Rights), the surrender for
transfer of any of the certificates for the Common Stock outstanding on the
Record Date, even without a copy of the Summary of Rights attached thereto,
shall also constitute the transfer of the Rights associated with the Common
Stock represented by such certificate.


 


(b)                                 Certificates
issued for Common Stock (including, without limitation, certificates issued
upon transfer or exchange of Common Stock) after the Record Date, but prior to
the earlier of the Distribution Date or the Expiration Date (as such term is
hereinafter defined), shall be deemed also to be certificates for Rights, and
shall have impressed, printed, stamped, written or otherwise affixed onto them
a legend in substantially the following form:


 


This
Certificate also evidences and entitles the holder hereof to certain Rights as
set forth in an Amended and Restated Rights Agreement between Simpson
Manufacturing Co., Inc. and Computershare Trust Company, N.A., as Rights
Agent, originally dated as of July 30, 1999, and amended and restated as
of June 15, 2009, as heretofore amended and as it may be amended from time
to time hereafter (the “Rights Agreement”), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the
principal offices of Simpson Manufacturing Co., Inc.  Under certain circumstances, as set forth in
the Rights Agreement, such Rights may be redeemed, may expire, or may be
evidenced by separate Certificates and will no longer be evidenced by this
Certificate.  Simpson Manufacturing Co., Inc.
will mail to the holder of this Certificate a copy of the Rights Agreement
without charge within five days after receipt of a written request
therefor.  Under certain circumstances,
Rights issued to Acquiring Persons (as defined in the Rights Agreement) or
certain related Persons and any subsequent holder of such Rights may become
null and void.


 


With respect to such
certificates containing such legend, until the Distribution Date (or earlier
redemption, expiration or termination of the Rights), the Rights associated
with the Common Stock represented by such certificates shall be evidenced by
such certificates alone, and the surrender for transfer of any of such
certificates shall also constitute the transfer of the Rights associated with
the Common Stock represented by such certificates.


 


5

















 


4.                                       Form of
Rights Certificates.


 


(a)                                  The Rights
Certificates (and the forms of election to purchase Preferred Stock and of
assignment and certificates to be printed on the reverse thereof) shall each be
in substantially the form set forth in Exhibit B hereto and may have such
marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company and the Rights Agent may deem
appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any applicable law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
stock exchange or interdealer quotation system on which the Rights may from
time to time be listed or traded, or to conform to usage.  Subject to the provisions of Section 11
and Section 23 hereof, the Rights Certificates on their face shall entitle
the holders thereof to purchase such numbers of one one-thousandths of a share
of Preferred Stock as shall be set forth therein at the price per one
one-thousandth of a share set forth therein (the “Purchase Price”), but the
numbers of such shares and the Purchase Price shall be subject to adjustment as
provided herein.


 


(b)                                 Any Rights
Certificate issued pursuant to Section 3(a) hereof that represents
Rights Beneficially Owned by an Acquiring Person or any Associate or Affiliate
thereof and any Rights Certificate issued at any time upon the transfer of any
Rights to such an Acquiring Person or any Associate or Affiliate thereof or to
any nominee of such Acquiring Person, Associate or Affiliate, and any Rights
Certificate issued pursuant to Section 6, Section 11 or Section 23
upon transfer, exchange, replacement or adjustment of any other Rights
Certificate referred to in this sentence, shall contain, to the extent the
Rights Agent has appropriate notice, the following legend:


 


The
Rights represented by this Rights Certificate were issued to a Person who was
an Acquiring Person or an Affiliate or an Associate of an Acquiring
Person.  This Rights Certificate and the
Rights represented hereby may become void under the circumstances specified in Section 7(e) of
the Rights Agreement.


 


The provisions of Section 7(e) of
this Agreement shall be operative whether or not the foregoing legend is
contained on any such Rights Certificate.


 


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


 


Following the Distribution Date, the Rights
Agent will keep or cause to be kept, at its office designated for such purpose
at such location or locations as the secretary of the Company shall agree upon
from time to time with the Rights Agent, all in compliance with the New York
Stock Exchange, Inc., books for registration and transfer of the Rights
Certificates issued hereunder.  Such
books shall 


 


6

















 


show the names and addresses
of the respective holders of the Rights Certificates, the number of Rights
evidenced on its face by each of the Rights Certificates and the date of each
of the Rights Certificates.


 


6.                                       Transfer, Split
Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost
or Stolen Rights Certificates.  Subject to the provisions of Sections 4(b),
7(e), 7(f) and 15 hereof, at any time after the Close of Business on the
Distribution Date, and at or prior to the Close of Business on the Expiration
Date, any Rights Certificate or Rights Certificates may be transferred, split
up, combined or exchanged for another Rights Certificate or Rights
Certificates, entitling the registered holder to purchase a like number of
shares of Preferred Stock as the Rights Certificate or Rights Certificates
surrendered then entitled such holder to purchase.  Any registered holder desiring to transfer,
split up, combine or exchange any Rights Certificate shall make such request in
writing delivered to the Rights Agent, and shall surrender the Rights
Certificate or Rights Certificates to be transferred, split up, combined or
exchanged at the principal office of the Rights Agent.  Thereupon the Rights Agent shall countersign
and deliver to the Person entitled thereto a Rights Certificate or Rights
Certificates, as the case may be, as so requested.  The Company may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer, split up, combination or exchange of Rights
Certificates.


 


Subject to the provisions of Sections 4(b),
7(e), 7(f) and 15 hereof, upon receipt by the Company and the Rights Agent
of evidence reasonably satisfactory to them of the loss, theft, destruction or
mutilation of a Rights Certificate and such additional evidence of the identity
of the Beneficial Owner (or former Beneficial Owner) or Affiliates or
Associates thereof as the Company shall reasonably request, and, in case of
loss, theft or destruction, of indemnity or security satisfactory to them, and
if requested by the Company or the Rights Agent, reimbursement to the Company
and the Rights Agent of all reasonable expenses incidental thereto, and upon
surrender to the Rights Agent and cancellation of the Rights Certificate if
mutilated, the Company shall execute and deliver a new Rights Certificate of
like tenor to the Rights Agent for countersignature and delivery to the
registered owner in lieu of the Rights Certificate so lost, stolen, destroyed
or mutilated.


 


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


 


(a)                                  The registered
holder of any Rights Certificate may exercise the Rights evidenced thereby
(except as otherwise provided herein) as a whole or in part at any time after
the Distribution Date upon presentation of the Rights Certificate, with the
appropriate form of election to purchase on the reverse side thereof duly
executed, to the Rights Agent at the office of the Rights Agent designated for
such purpose, together with payment of the Purchase Price for each one one-thousandth
of a share of Preferred Stock (or such other number of shares or other
securities) as to which the Rights are exercised, at or prior to the earliest
of (i) the Close of Business on June 14, 2019 (the “Final Expiration
Date”), (ii) the time at which the Rights are redeemed as provided in Section 24
hereof, and (iii) the time at which the Rights are exchanged as provided
in Section 24(c) hereof (such earliest time being herein referred to
as the “Expiration Date”). 
Notwithstanding any other provision of this Agreement to the contrary,
any Person who prior to the Distribution Date becomes a record holder of shares
of Common Stock may exercise all of the rights of a registered holder of a
Rights Certificate with respect to the Rights associated with such shares of
Common Stock in accordance with and subject to the provisions of this
Agreement, including the provisions of Section 7(e) hereof, as of the
date such Person becomes a record holder of shares of Common Stock.


 


(b)                                 The Purchase
Price for each one one-thousandth share of Preferred Stock issuable upon
exercise of a Right shall initially be $100, but shall be subject to adjustment
from time to time as provided in Sections 11 and 13 hereof and shall be payable
in lawful money of the United States of America in accordance with Section 7(c) below.


 


7
















 


(c)           Upon receipt of a
Rights Certificate representing exercisable Rights, with the appropriate form
of election to purchase duly executed, accompanied by payment of the Purchase
Price for the shares (or other securities or property) to be purchased and an
amount equal to any applicable transfer tax in cash, or by certified check or
bank draft payable to the order of the Company, the Rights Agent shall, subject
to Section 21(k), thereupon promptly (i)(A) requisition from any
transfer agent of the shares of Preferred Stock (or make available, if the
Rights Agent is the transfer agent) certificates for the number of shares of
Preferred Stock to be purchased, and the Company hereby irrevocably authorizes
its transfer agent to comply with all such requests, or (B) if the
Company, in its sole discretion, shall have elected to deposit the shares of
Preferred Stock issuable upon exercise of the Rights hereunder into a
depositary, requisition from the depositary agent depositary receipts
representing such number of one one-thousandths of a share of Preferred Stock
as are to be purchased (in which case certificates for the shares of Preferred
Stock represented by such receipts shall be deposited by the transfer agent
with the depositary agent) and the Company shall direct the depositary agent to
comply with such request, (ii) when appropriate, requisition from the
Company the amount of cash, if any, to be paid in lieu of issuance of
fractional shares in accordance with Section 15, (iii) promptly after
receipt of such certificates or depositary receipts, cause the same to be
delivered to or upon the order of the registered holder of such Rights
Certificate, registered in such name or names as may be designated by such
holder and (iv) when appropriate, after receipt promptly deliver such cash
to or upon the order of the registered holder of such Rights Certificate.  In the event that the Company is obligated to
issue other securities of the Company, and/or distribute other property pursuant
to Section 11(a), the Company shall make all arrangements necessary so
that such other securities and/or property are available for distribution by
the Rights Agent, if and when appropriate. 
In addition, in the case of an exercise of the Rights by a holder
pursuant to Section 11(a)(ii), the Rights Agent shall return such Rights
Certificate to the registered holder thereof after imprinting, stamping or
otherwise indicating thereon that the rights represented by such Rights
Certificate no longer include the rights provided by Section 11(a)(ii) of
this Agreement and if less than all the Rights represented by such Rights
Certificate were so exercised, the Rights Agent shall indicate on the Rights
Certificate the number of Rights represented thereby that continue to include
the rights provided by Section 11(a)(ii).


 


(d)           In case the
registered holder of any Rights Certificate shall exercise (except pursuant to Section 11(a)(ii))
less than all the Rights evidenced thereby, a new Rights Certificate evidencing
Rights equivalent to the Rights remaining unexercised shall be issued by the
Rights Agent and delivered to the registered holder of such Rights Certificate
or to his duly authorized assigns, subject to the provisions of Section 15
hereof.


 


(e)           Notwithstanding
anything in this Agreement to the contrary, if there occurs any of the events
set forth in Section 11(a)(ii) or Section 13(a), then any Rights
that are or were on or after the Distribution Date Beneficially Owned by an
Acquiring Person or any Associate or Affiliate of an Acquiring Person shall
become null and void, without any further action, and any holder of such Rights
shall thereafter have no rights whatsoever with respect to such Rights, whether
under any provision of this Agreement or otherwise.  Without limiting the foregoing sentence,
Rights held by the following Persons shall be null and void without any further
action:  (i) any direct or indirect
transferee of any Rights that are or were on or after the Distribution Date
Beneficially Owned by an Acquiring Person or any Associate or Affiliate of an
Acquiring Person; (ii) any direct or indirect transferee of any Rights
that were on or before the Distribution Date Beneficially Owned by an Acquiring
Person or any Associate or Affiliate of an Acquiring Person if the transferee
received such Rights, directly or indirectly, (A) from an Acquiring Person
or any Associate or Affiliate of an Acquiring Person (x) as a result of a
distribution by such Acquiring Person or any Associate or Affiliate of an
Acquiring Person to holders of its equity securities or similar interests
(including, without limitation, partnership interests) or (y) pursuant to
any continuing agreement, arrangement or understanding with respect to the
Rights, or (B) in a transfer (or series of transfers) that the Board of
Directors of the Company determines is part of a plan, arrangement or 


 


8

















 


understanding
that has the purpose or effect of avoiding the provisions of this Section 7(e);
and (iii) subsequent transferees of Persons referred to in the foregoing
clauses (i) and (ii) as well as this clause (iii).  The Company shall use all reasonable efforts
to ensure that the provisions of this Section 7(e) are complied with,
but neither the Company nor the Rights Agent shall have any liability to any
holder of Rights or any Rights Certificate or to any other Person as a result
of the Company’s failure to make any determination with respect to an Acquiring
Person or its Affiliates or Associates or any of such transferees hereunder.


 


(f)            Notwithstanding
anything in this Agreement to the contrary, neither the Rights Agent nor the
Company shall be obligated to undertake any action with respect to a registered
holder upon the occurrence of any purported exercise as set forth in this Section 7
unless the certificate contained in the appropriate form of election to
purchase set forth on the reverse side of the Rights Certificate surrendered
for such exercise shall have been properly completed and duly executed by the
registered holder thereof and the Company and the Rights Agent shall have been
provided with such additional evidence of the identity of the Beneficial Owner
(or former Beneficial Owner) or Affiliates or Associates thereof as the Company
and the Rights Agent shall reasonably request.


 


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


 


9.             Reservation and
Availability of Preferred Stock.  The
Company covenants and agrees that it shall cause to be reserved and kept
available out of its authorized and unissued shares of Preferred Stock, or any
authorized and issued shares of Preferred Stock held in its treasury, the number
of shares of Preferred Stock that will be sufficient to permit the exercise in
full of all outstanding Rights and, after the occurrence of an event specified
in Section 11(a)(ii) or Section 13(a), shall so reserve and keep
available a sufficient number of shares of Common Stock (and/or other
securities) that may be required to permit the exercise in full of the Rights
pursuant to this Agreement.


 


So long as the shares of
Preferred Stock (and, after the occurrence of an event specified in Section 11(a)(ii) or
Section 13(a), any other securities) issuable upon the exercise of the
Rights may be listed on any national securities exchange or national quotation
system, the Company shall use its best efforts to cause, from and after such
time as the Rights become exercisable, all shares (or other securities)
reserved for such issuance to be listed on such exchange or system upon
official notice of issuance upon such exercise.


 


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


 


The Company further
covenants and agrees that it 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 


 


9

















 


the
Rights Certificates or of any certificates for shares of Preferred Stock and/or
other 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 Rights Certificates to
a Person other than, or in respect of the issuance or delivery of the shares of
Preferred Stock and/or other securities in a name other than that of, the
registered holder of the Rights Certificates evidencing Rights surrendered for
exercise or to issue or deliver any certificates for shares of Preferred Stock,
and/or other securities in a name other than that of the registered holder upon
the exercise of any Rights until such tax shall have been paid (any such tax
being payable by the holder of such Rights Certificate at the time of
surrender) or until it has been established to the Company’s satisfaction that
no such tax is due.


 


The Company shall use its
best efforts to (i) file, if required by law, as soon as practicable
following the Distribution Date, a registration statement under the Securities
Act of 1933, as amended (the “Act”), with respect to the securities purchasable
upon exercise of the Rights on an appropriate form, (ii) cause such
registration statement to become effective as soon as practicable after such
filing, and (iii) cause such registration statement to remain effective
(with a prospectus at all times meeting the requirements of the Act and the rules and
regulations thereunder) until the Expiration Date (unless and until the Company
shall have received an opinion of counsel to the effect that the maintenance of
such registration statement in effect is no longer necessary).  The Company will also take such action as may
be necessary and appropriate under the blue sky laws of the various states.


 


10.           Preferred Stock
Record Date.  Each Person in whose
name any certificate for shares of Preferred Stock (or other securities) is
issued upon the exercise of Rights shall for all purposes be deemed to have
become the holder of record of the shares of Preferred Stock (or other
securities) represented thereby on, and such certificate shall be dated, the
date upon which the Rights Certificate evidencing such Rights was duly
presented and payment of the Purchase Price (and any applicable transfer taxes)
was made; provided, however, that if the date of such presentation and payment
is a date upon which the Preferred Stock (or other securities) transfer books
of the Company are closed, such Person shall be deemed to have become the
record holder of such shares on, and such certificate shall be dated, the next
Business Day on which the Preferred Stock (or other securities) transfer books
of the Company are open.  Prior to the
exercise of the Rights evidenced thereby, the holder of a Rights Certificate,
as such, shall not be entitled to any rights of a stockholder of the Company
with respect to shares for which the Rights shall be exercisable, including,
without limitation, the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, and shall not be entitled
to receive any notice of any proceedings of the Company, except as provided
herein.


 


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


 


(a)           (i)            In the event that the Company shall
at any time after July 30, 1999, (A) subdivide the outstanding
Preferred Stock, (B) combine the outstanding Preferred Stock into a
smaller number of shares or (C) issue any shares of its capital stock in a
reclassification of the Preferred Stock (including any such reclassification in
connection with a consolidation or merger in which the Company is the
continuing or surviving corporation), except as otherwise provided in this Section 11(a) and
in Section 7(e), the Purchase Price in effect at the time of the record
date for such dividend or of the effective date of such subdivision,
combination or reclassification, and the number and kind of shares of capital
stock issuable on such date, shall be proportionately adjusted so that the holder
of any Right exercised after such time shall be entitled to receive the
aggregate number and kind of shares of capital stock and other securities that,
if such Right had been exercised immediately prior to such date and at a time
when the Preferred Stock transfer books of the Company were open, such holder
would have owned upon such exercise and been entitled to receive by virtue of
such dividend, subdivision, combination or 


 


10

















 


reclassification.  If an event occurs that would require an
adjustment under both Section 11(a)(i) and Section 11(a)(ii),
the adjustment provided for in this Section 11(a)(i) shall be in
addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii).


 


(ii)           Subject to Section 24(c) of
this Agreement, in the event that any Person (other than the Company, any
subsidiary of the Company, any employee benefit plan of the Company or any of
its subsidiaries or any entity holding securities of the Company organized,
appointed or established by the Company or any of its subsidiaries for or
pursuant to the terms of any such plan), alone or together with its Affiliates
and Associates, shall become an Acquiring Person, then proper provision shall
be made so that each holder of a Right, except as provided in Section 7(e) hereof,
shall, for a period of 90 days after the later of the occurrence of any such
event and the effective date of an appropriate registration statement pursuant
to Section 9, have a right to receive upon exercise of each Right at the
then current Purchase Price in accordance with the terms of this Agreement,
such number of one one-thousandths of a share of Preferred Stock as shall equal
the result obtained by (x) multiplying the then current Purchase Price by
the then number of one one-thousandths of a share of Preferred Stock for which
a Right is then exercisable and (y) dividing that product by 50% of the
current market price per one share of Common Stock (determined pursuant to Section 11(b))
on the date of the occurrence of the event set forth in this Section 11(a)(ii) (such
number of shares being referred to as the “number of Adjustment Shares”);
provided, however, that if the transaction that would otherwise give rise to
the foregoing adjustment is also subject to the provisions of Section 13
hereof, then only the provisions of Section 13 hereof shall apply and no
adjustment shall be made pursuant to this Section 11(a)(ii); and provided,
further, that such 90-day period shall not be deemed to run during any period
in which the exercise of the Rights or the fulfillment by the Company or the
Rights Agent of its or their obligations under this Agreement shall be enjoined
or otherwise prohibited in full or in part by any court or other governmental
agency or body.


 


(iii)          In the event that there shall not be
sufficient treasury shares or authorized but unissued shares of Preferred Stock
to permit the exercise in full of the Rights in accordance with Section 11(a)(ii) and
the Rights become so exercisable, notwithstanding any other provision of this
Agreement, to the extent necessary and permitted by applicable law and any
agreements in effect on July 30, 1999, to which the Company is a party,
each Right shall thereafter represent the right to receive, upon exercise
thereof at the then current Purchase Price in accordance with the terms of this
Agreement, a number of shares, or units of shares, of (x) Common Stock (up
to the maximum number of shares of Common Stock that may permissibly be issued
using the allocation procedure specified in the second sentence of Section 11(g))
and (y) preferred stock (or other equity securities) of the Company,
including, but not limited to, Preferred Stock, equal in the aggregate to the
number of Adjustment Shares where the Board of Directors of the Company shall
have deemed such shares or units, other than the shares of Common Stock, to
have at least the same economic value and voting rights as the Common Stock (a “common
stock equivalent”) (one one-thousandth of a share of Preferred Stock shall be
deemed to be a common stock equivalent); provided, however, that, if there are
unavailable sufficient shares (or fractions of shares) of Common Stock and/or
common stock equivalents, then the Company shall take all such action as may be
necessary to authorize additional shares of Common Stock or common stock
equivalents for issuance upon exercise of the Rights, including the calling of
a meeting of stockholders; and provided, further, that the Company shall issue
no common stock equivalent upon exercise of the Rights (except for Preferred
Stock) until the Company has first issued all authorized and unreserved shares
of Common Stock; and provided, further, that if the Company is unable to cause
sufficient shares of Common Stock and/or common stock equivalents to be
available for issuance upon exercise in full of the Rights, then each Right
shall thereafter represent the right to receive the Adjusted Number of Common
Shares upon exercise at the Adjusted Purchase Price (as such terms are
hereinafter defined).  As used herein,
the term “Adjusted Number of Common Shares” shall be equal to that number of
shares (or fractions of shares) of Common Stock (and/or shares or units of
common stock equivalents) equal to the product of (x) the number of
Adjustment Shares and (y) a fraction, the numerator of which is the number
of shares of Common Stock 


 


11

















 


(and/or shares or units of
common stock equivalents) available for issuance upon exercise of the Rights
and the denominator of which is the aggregate number of Adjustment Shares
otherwise issuable upon exercise in full of all Rights (assuming there were
sufficient shares of Common Stock available) (such fraction being referred to
as the “Proration Factor”).  The Adjusted
Purchase Price shall mean the product of the Purchase Price and the Proration
Factor.  The Board of Directors may, but
shall not be required to, establish procedures to allocate the right to receive
Common Stock and common stock equivalents upon exercise of the Rights among
holders of Rights.


 


(b)           (i)            For the purpose of any computation
hereunder, other than in Section 11(a)(iii), the “current market price”
per share of Common Stock on any date shall be deemed to be the average of the
daily closing prices per share of such Common Stock for the 30 consecutive
Trading Days (as such term is hereinafter defined) immediately prior to but not
including such date; provided, however, that in the event that the current per
share market price of the Common Stock is determined during a period following
the announcement by the issuer of such Common Stock of (A) a dividend or
distribution on such Common Stock payable in shares of such Common Stock or
securities convertible into shares of such Common Stock or (B) any
subdivision, combination or reclassification of such Common Stock, and prior to
the expiration of 30 Trading Days (as hereinafter defined) after but not
including the ex-dividend date for such dividend or distribution, or the record
date for such subdivision, combination or reclassification, then, and in each
such case, the “current market price” shall be properly adjusted to take into
account ex-dividend trading.  The closing
price for each day shall be the last sale price, regular way, or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the shares of Common Stock are
not listed or admitted to trading on the New York Stock Exchange, as reported
in the principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on which the
shares of Common Stock are listed or admitted to trading or, if the shares of
Common Stock are not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by the
Over-the-Counter Bulletin Board or such other system then in use, or, if on any
such date the shares of Common Stock are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Common Stock selected by the Board of
Directors of the Company.  If on any such
date no market maker is making a market in the Common Stock, the fair value of
such shares on such date as determined reasonably and with good faith by the
Board of Directors of the Company shall be used and shall be binding on the
Rights Agent.  The term “Trading Day”
shall mean a day on which the principal national securities exchange on which
the shares of Common Stock are listed or admitted to trading is open for the
transaction of business or, if the shares of Common Stock are not listed or
admitted to trading on any national securities exchange, a Business Day.  If the Common Stock is not publicly held or
not so listed or traded, “current market price” per share shall mean the fair
value per share determined reasonably and with good faith to the holders of
Rights by the Board of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent and shall be binding on
the Rights Agent.


 


(ii)           For the purpose of any computation
hereunder, the “current market price” per share (or one one-thousandth of a
share) of Preferred Stock shall be determined in the same manner as set forth
above for the Common Stock in Section 11(b) (other than the last
sentence thereof).  If the current market
price per share (or one one-thousandth of a share) of Preferred Stock cannot be
determined in the manner provided above or if the Preferred Stock is not
publicly held or listed or traded in a manner described in Section 11(b)(i),
the “current market price” per share of Preferred Stock shall be conclusively
deemed to be an amount equal to 1,000 (as such number may be appropriately
adjusted for such events as stock splits, stock dividends and recapitalizations
with respect to the Common Stock occurring after July 30, 1999) multiplied
by the current market price per share of the Common Stock and the “current
market 


 


12

















 


price” per one
one-thousandth of a share of Preferred Stock shall be equal to the current
market price per share of the Common Stock (as appropriately adjusted).  If neither the Common Stock nor the Preferred
Stock is publicly held or so listed or traded, “current market price” per share
shall mean the fair value per share as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent and shall be conclusive for all purposes.


 


(c)           Anything herein to
the contrary notwithstanding, no adjustment in the Purchase Price shall be
required unless such adjustment would require an increase or decrease of at
least 1% in the Purchase Price; provided, however, that any adjustments that,
by reason of this Section 11(c), are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.  All calculations under this Section 11
shall be made to the nearest cent or to the nearest thousandth of a share of
Common Stock or other share or the nearest one-millionth of a share of
Preferred Stock, as the case may be. 
Notwithstanding the first sentence of this Section 11(c), any
adjustment required by this Section 11 shall be made no later than the
earlier of (i) three years from the date of the transaction that mandates
such adjustment and (ii) the Expiration Date.


 


(d)           If, as a result of
any provision of Section 11(a), the holder of any Right thereafter
exercised shall become entitled to receive any shares of capital stock of the
Company other than Preferred Stock, thereafter the number of such other shares
so receivable upon exercise of any Right shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to
the provisions with respect to the shares contained in Section 11(a), and
the provisions of Sections 7, 9, 10, 13 and 15 hereof with respect to the
Preferred Stock shall apply on like terms to any such other shares.


 


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


 


(f)            Irrespective of any
adjustment or change in the Purchase Price or the number of shares of Preferred
Stock issuable upon the exercise of the Rights, the Rights Certificates
theretofore and thereafter issued may continue to express the Purchase Price
per share and the number of shares that were expressed in the initial Rights
Certificates issued hereunder.


 


(g)           Before taking any
action that would cause an adjustment reducing the Purchase Price below the
then par value, if any, of the shares of Preferred Stock, Common Stock or other
securities issuable upon exercise of the Rights, the Company shall take any
corporate action that may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid and non-assessable
shares of Preferred Stock, Common Stock or other securities at such adjusted
Purchase Price.  If upon any exercise of
the Rights, a holder is to receive a combination of Preferred Stock, Common
Stock and/or common stock equivalents, a portion of the consideration paid upon
such exercise, equal to at least the then par value of a share of Preferred
Stock and/or Common Stock of the Company, shall be allocated as the payment for
each share of Preferred Stock or Common Stock of the Company so received, as
the case may be.


 


(h)           In any case in which
this Section 11 shall require that an adjustment in the Purchase Price be
made effective as of a record date for a specified event, the Company may elect
to defer (with prompt notice thereof to the Rights Agent) until the occurrence
of such event the issuing to the holder of any Right exercised after such
record date the shares of Preferred Stock and other capital stock or securities
of the Company, if any, issuable upon such exercise over and above the shares
of Preferred Stock and other capital stock or securities of the Company, if
any, issuable upon such exercise on the basis of the Purchase Price in effect
prior to such adjustment; provided, however, that the Company shall deliver to 


 


13

















 


such
holder a due bill or other appropriate instrument evidencing such holder’s
right to receive such additional shares upon the occurrence of the event
requiring such adjustment.


 


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


 


(j)            Anything in this
Agreement to the contrary notwithstanding, in the event that the Company shall
at any time after July 30, 1999, and prior to the Distribution Date, (i) declare
a dividend on the outstanding shares of Common Stock payable in Common Stock, (ii) subdivide
the outstanding Common Stock, (iii) combine the outstanding Common Stock
into a smaller number of shares, or (iv) issue any shares of its capital
stock in a reclassification of the outstanding Common Stock:  then in any such case, (1) each share of
Common Stock (or shares of capital stock issued in such reclassification of the
shares of Common Stock) outstanding immediately following such time shall have
associated with it the number of Rights as were associated with one share of
Common Stock immediately prior to the occurrence of the event described in any
of clauses (i) through (iv) of this sentence; (2) the Purchase
Price in effect at the time of the record date for such dividend or the
effective date of such subdivision, combination or reclassification shall be
determined by multiplying the Purchase Price in effect immediately prior to
such time by a fraction, the numerator of which shall be the total number of
shares of Common Stock outstanding immediately prior to such event, and the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such event; provided, however, that in no event
shall the consideration to be paid upon the exercise of one Right be less than
the aggregate par value of the shares of capital stock of the Company issuable
upon exercise of such Right; and (3) the number of one one-thousandths of
a share of Preferred Stock (or shares of such other capital stock) issuable
upon the exercise of each Right outstanding after such event shall equal the
number of one one-thousandths of a share of Preferred Stock (or shares of such
other capital stock) as were issuable with respect to one Right immediately
prior to such event.  Each share of
Common Stock that shall become outstanding after an adjustment has been made
pursuant to this Section 11(j) shall have associated with it the
number of Rights, exercisable at the Purchase Price and for the number of one
one-thousandths of a share of Preferred Stock (or shares of such other capital
stock) as one share of Common Stock has associated with it immediately
following the adjustment made pursuant to this Section 11(j).  If an event occurs that would require an
adjustment under both this Section 11(j) and Section 11(a)(ii) hereof,
the adjustment provided for in this Section 11(j) shall be in
addition to and shall be made prior to any adjustment required pursuant to Section 11(a)(ii) hereof.


 


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


 


12.           Certificate of
Adjusted Purchase Price or Number of Shares.  Whenever an adjustment is made as provided in
Section 11 or 13 hereof, the Company shall (a) promptly prepare a
certificate setting forth such adjustment and a brief statement of the facts
and computations accounting for such adjustment, (b) promptly file with
the Rights Agent and with each transfer agent for the Preferred Stock and the
Common Stock a copy of such certificate and (c) mail a brief summary
thereof to each holder of a Rights Certificate in accordance with Section 26
hereof.  The Rights Agent shall be fully
protected in relying on any such certificate and on any adjustment therein
contained and shall not be deemed to have knowledge 


 


14

















 


of
any adjustment unless and until it shall have received such certificate.  Notwithstanding the foregoing provisions of
this Section 12, the failure of the Company to make such certification or
give such notice shall not affect the validity of or the force or effect of the
requirement for such adjustment.


 


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


 


(a)                                  In the event
that, following the Stock Acquisition Date, directly or indirectly,


 


(x) the Company shall consolidate with,
or merge with and into, any other Person,


 


(y) any Person shall consolidate with
the Company, or merge with and into the Company and the Company shall be the
continuing or surviving corporation of such merger (other than in the case of
either transaction described in (x) or (y), a merger or consolidation that
would result in all of the Voting Power represented by the securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into securities of the surviving
entity) all of the Voting Power represented by the securities of the Company or
such surviving entity outstanding immediately after such merger or consolidation
and the holders of such securities not having changed as a result of such
merger or consolidation), or


 


(z) the Company shall sell, mortgage or
otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or
otherwise transfer), in one or more transactions, assets or earning power
aggregating more than 50% of the assets or earning power of the Company and its
subsidiaries (taken as a whole) to any other Person,


 


then, and in each such case,
proper provision shall be made so that (i) following the Distribution
Date, each holder of a Right, except as provided in Section 7(e) hereof,
shall have the right to receive, upon the exercise thereof at the then current
Purchase Price in accordance with the terms of this Agreement, such number of
shares of freely tradable Common Stock of the Principal Party (as hereinafter
defined), free and clear of liens, rights of call or first refusal,
encumbrances or other adverse claims, as shall be equal to the result obtained
by (x) multiplying the then current Purchase Price by the number of one
one-thousandths of a share of Preferred Stock for which a Right is then
exercisable (without taking into account any adjustment previously made
pursuant to Section 11(a)(ii) hereof) and (y) dividing that
product by 50% of the current market price per share of the Common Stock of
such Principal Party (determined pursuant to Section 11(b) hereof) on
the date of consummation of such consolidation, merger, sale or transfer; (ii) such
Principal Party 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 such Principal Party, it being specifically
intended that the provisions of Section 11 hereof shall apply to such
Principal Party; and (iv) such Principal Party shall take such steps
(including, but not limited to, the reservation of a sufficient number of
shares of its Common Stock in accordance with Section 9 hereof) in
connection with such consummation as may be necessary to assure that the
provisions hereof shall thereafter be applicable, as nearly as reasonably may
be, in relation to its shares of Common Stock thereafter deliverable upon the
exercise of the Rights.


 


(b)                                 “Principal
Party” shall mean:


 


(i)            in
the case of any transaction described in clause (x) or (y) of the
first sentence of Section 13(a), the Person that is the issuer of any
securities into which shares of Common Stock of the Company are converted in
such merger or consolidation, and if 


 


15

















 


no securities are so issued, the Person that is the other party to the
merger or consolidation (including, if applicable, the Company, if it is the
surviving corporation); and


 


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


 


provided, however, that in
any such case, (1) if the Common Stock of such Person is not at such time
and has not been continuously over the preceding 12-month period registered
under Section 12 of the Exchange Act, and such Person is a direct or
indirect subsidiary or Affiliate of another Person, “Principal Party” shall
refer to such other Person; (2) in case such Person is a subsidiary,
directly or indirectly, or Affiliate of more than one Person, the Common Stocks
of two or more of which are and have been so registered, “Principal Party”
shall refer to whichever of such Persons is the issuer of the Common Stock
having the greatest aggregate market value; and (3) in case such Person is
owned, directly or indirectly, by a joint venture formed by two or more Persons
that are not owned, directly or indirectly, by the same Person, the rules set
forth in (1) and (2) above shall apply to each of the chains of
ownership having an interest in such joint venture as if such party were a “Subsidiary”
of both or all of such joint ventures and the Principal Parties in each such
chain shall bear the obligations set forth in this Section 13 in the same
ratio as their direct or indirect interests in such Person bear to the total of
such interests.


 


(c)                                  The Company
shall not consummate any such consolidation, merger, sale or transfer unless
the Principal Party shall have a sufficient number of authorized shares of its
Common Stock that have not been issued or reserved for issuance to permit the
exercise in full of the Rights in accordance with this Section 13 and
unless prior thereto the Company and each Principal Party and each other Person
who may become a Principal Party as a result of such consolidation, merger,
sale or transfer shall have executed and delivered to the Rights Agent a
supplemental agreement providing for the terms set forth in Sections 13(a) and
13(b) and further providing that, as soon as practicable after the date of
any consolidation, merger, sale or transfer of assets mentioned in Section 13(a),
the Principal Party at its own expense shall:


 


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


 


(ii)           use
its best efforts to (x) qualify or register the Rights and the securities
purchasable upon exercise of the Rights under the blue sky laws of such
jurisdictions as may be necessary and appropriate and (y) cause the Rights
and the securities purchasable upon exercise of the Rights to be listed on any
national securities exchange or national quotation system upon which its Common
Stock is listed, traded or quoted; and


 


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


 


The provisions of this Section 13
shall similarly apply to successive mergers or consolidations or sales or other
transfers.  The rights under this Section 13
shall be in addition to the rights to exercise Rights and adjustments under Section 11(a)(ii) and
shall survive any exercise thereunder.


 


16

















 


14.           Additional
Covenants.


 


(a)           The Company
covenants and agrees that after the Stock Acquisition Date, it shall not (i) consolidate
with, (ii) merge with or into, or (iii) sell or transfer to, in one
or more transactions, assets or earning power aggregating more than 50% of the
assets or earning power of the Company and its subsidiaries taken as a
whole:  any other Person if at the time
of or after such consolidation, merger or sale there are any charter or by-law
provisions or any rights, warrants or other instruments outstanding or any
other action taken that would diminish or otherwise eliminate any of the
benefits intended to be afforded by the Rights. 
The Company shall not consummate any such consolidation, merger or sale
unless prior thereto the Company and such other Person shall have executed and
delivered to the Rights Agent a supplemental agreement evidencing compliance
with this Section 14(a).


 


(b)           The Company
covenants and agrees that, after the Stock Acquisition Date, it will not,
except as permitted by Section 24 hereof, take any action the purpose or
effect of which is to diminish or otherwise eliminate any of the benefits
intended to be afforded by the Rights.


 


15.           Fractional
Rights and Fractional Shares.


 


(a)           The Company shall
not be required to issue fractions of Rights, except prior to the Distribution
Date as provided in Section 11(j), or to distribute Rights Certificates,
which evidence fractional Rights.  In
lieu of such fractional Rights, there shall be paid to the registered holders
of the Rights Certificates with regard to which such fractional Rights would
otherwise be issuable, an amount in cash equal to the same fraction of the
current market value of a whole Right.  For
the purposes of this Section 15(a), the current market value of a whole
Right shall be the closing price of the Rights for the Trading Day immediately
prior to the date on which such fractional Rights would have been otherwise
issuable.  The closing price of the
Rights for any day shall be the last sale price, regular way, or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the shares of Common Stock are
not listed or admitted to trading on the New York Stock Exchange, as reported
in the principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the shares of
Common Stock are listed or admitted to trading or, if the shares of Common
Stock are not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by the
Over-the-Counter Bulletin Board or such other system then in use or, if on any
such date the Rights are not quoted by any such organization, the average of
the closing bid and asked prices as furnished by a professional market maker
making a market in the Rights selected by the Board of Directors of the
Company.  If on any such date no such market
maker is making a market in the Rights, the fair value of the Rights on such
date as determined reasonably and with good faith to the holders of Rights by
the Board of Directors of the Company shall be used and shall be binding on the
Rights Agent.


 


(b)           The Company shall
not be required to issue fractions of shares of Preferred Stock (other than
fractions that are integral multiples of one one-thousandth of a share of
Preferred Stock) upon exercise of the Rights or to distribute certificates that
evidence fractional shares of Preferred Stock (other than fractions that are
integral multiples of one one-thousandth of a share of Preferred Stock).  Fractions of shares of Preferred Stock in
integral multiples of one one-thousandth of a share of Preferred Stock may, at
the election of the Company, be evidenced by depositary receipts, pursuant to
an appropriate agreement between the Company and a depositary selected by it,
provided that such agreement shall provide that the holders of such depositary
receipts shall have all the rights, privileges and preferences to which they
are entitled as beneficial owners of the shares of Preferred Stock represented
by such depositary receipts.  In lieu of
fractional shares of Preferred Stock that are not integral multiples of one 


 


17

















 


one-thousandth
of a share of Preferred Stock, the Company may pay to the registered holders of
Rights Certificates at the time such Rights are exercised as herein provided an
amount in cash equal to the same fraction of the current market value of one
one-thousandth of a share of Preferred Stock. 
For purposes of this Section 15(b), the current market value of one
one-thousandth of a share of Preferred Stock shall be one one-thousandth of the
closing price of a share of Preferred Stock (as determined pursuant to Section 11(b)(ii) hereof)
for the Trading Day immediately prior to the date of such exercise.


 


(c)           Following the
occurrence of one of the transactions or events specified in Section 11 or
Section 13 giving rise to the right to receive common stock equivalents
(other than Preferred Stock) or other securities upon the exercise of a Right,
the Company shall not be required to issue fractions of shares or units of such
common stock equivalents or other securities upon exercise of the Rights or to
distribute certificates that evidence fractional shares of such common stock
equivalents or other securities.  In lieu
of fractional shares or units of such common stock equivalents or other
securities, the Company may pay to the registered holders of Rights
Certificates at the time such Rights are exercised as herein provided an amount
in cash equal to the same fraction of the current market value of a share or
unit of such common stock equivalents or other securities.  For purposes of this Section 15(c), the
current market value shall be determined in the manner set forth in Section 11(b) hereof
for the Trading Day immediately prior to the date of such exercise and, if no
such common stock equivalent is traded, each such common stock equivalent shall
have the value of one one-thousandth of a share of Preferred Stock.


 


(d)           Except as otherwise
expressly provided herein, the holder of a Right by the acceptance of the
Rights expressly waives such holder’s right to receive any fractional Rights or
any fractional shares (other than, in the case of Preferred Stock, fractions
that are integral multiples of one one-thousandth of a share of Preferred
Stock) upon exercise of a Right.


 


16.           Rights of Action.  All rights of action in respect of this
Agreement, except those rights of action vested in the Rights Agent pursuant to
Section 21, are vested in the respective registered holders of the Rights
Certificates (and, prior to the Distribution Date, the registered holders of
the Common Stock); and any registered holder of any Rights Certificate (or,
prior to the Distribution Date, of the Common Stock), without the consent of
the Rights Agent or of the holder of any other Rights Certificate (or, prior to
the Distribution Date, of the Common Stock), 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 evidenced by such Rights
Certificate in the manner provided in such Rights Certificate and in this
Agreement.  Without limiting the
foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the holders of Rights would not have an adequate
remedy at law for any breach of this Agreement and shall be entitled to
specific performance of the obligations hereunder and injunctive relief against
actual or threatened violations of the obligations hereunder of any Person
subject to this Agreement.  Holders of
Rights shall be entitled to recover from the Company the reasonable costs and
expenses, including attorneys’ fees, incurred by them in any action to enforce
the provisions of this Agreement.


 


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


 


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


 


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


 


18
















 


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


 


18.           Rights Certificate Holder
Not Deemed a Stockholder.  No
holder, as such, of any Rights Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the shares of Preferred
Stock, Common Stock or any other securities of the Company that may at any time
be issuable on the exercise of the Rights represented thereby, nor shall
anything contained herein or in any Rights Certificate be construed to confer
upon the holder of any Rights Certificate, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or to give
or withhold consent to any corporate action, or to receive notice of meetings
or other actions affecting stockholders (except as provided in Section 25
hereof), or to receive dividends or subscription rights, or otherwise, until
the Right or Rights evidenced by such Rights Certificate shall have been
exercised in accordance with the provisions thereof.


 


19.           Concerning the
Rights Agent.  The Company
agrees to pay to the Rights Agent reasonable compensation for all services
rendered by it hereunder and, from time to time, on demand of the Rights Agent,
its reasonable expenses and counsel fees and disbursements and other
disbursements incurred in the preparation, execution, delivery and amendment of
this Agreement and the exercise and performance of its duties hereunder.  The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss, liability,
damages, including consequential and special damages, judgment, fine, penalty,
claim, settlement, cost or expense, incurred without gross negligence, bad
faith or willful misconduct on the part of the Rights Agent, for any action
taken, suffered or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the costs and
expenses of defending against any claim of liability arising therefrom,
directly or indirectly.


 


The Rights Agent shall be
authorized and protected and shall incur no liability for or in respect of any
action taken, suffered or omitted by it in connection with its acceptance and
administration of this Agreement in reliance upon any Rights Certificate or
certificate for Common Stock or for other securities of the Company, instrument
of assignment or transfer, power of attorney, endorsement, affidavit, letter,
notice, direction, consent, certificate, statement or other paper or document
believed by it to be genuine and to be signed, executed and, where necessary,
verified or acknowledged, by the proper Person or Persons.


 


20.           Merger or
Consolidation or Change of Name of Rights Agent.  Any Person into which the Rights Agent or any
successor Rights Agent may be merged or with which it may be consolidated, or
any Person resulting from any merger or consolidation to which the Rights Agent
or any successor Rights Agent shall be a party, or any Person succeeding to the
stockholder services business of the Rights Agent or any successor Rights
Agent, shall be the successor to the Rights Agent under this Agreement without
the execution or filing of any paper or any further act on the part of any of
the parties hereto; provided that such Person would be eligible for appointment
as a successor Rights Agent under the provisions of Section 22
hereof.  In case at the time such
successor Rights Agent shall succeed to the agency created by this Agreement,
any of the Rights Certificates shall have been countersigned but not delivered,
any such successor Rights Agent may adopt the countersignature of the
predecessor Rights Agent and deliver such Rights Certificates so countersigned;
and in case at that time any of the Rights Certificates shall not have been
countersigned, any successor Rights Agent may countersign such Rights
Certificates either in the name of the predecessor or in the name of the
successor Rights Agent; and in all such cases such Rights Certificates shall have
the full force provided in the Rights Certificates and in this Agreement.


 


19

















 


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


 


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


 


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


 


(b)           Whenever in the
performance of its duties under this Agreement the Rights Agent shall deem it
necessary or desirable that any fact or matter (including, without limitation,
the identity of any Acquiring Person and the determination of “current market
price”) be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect
thereof shall be herein specifically prescribed) may be deemed to be
conclusively proved and established by a certificate signed by the Chairman of
the Board, the Chief Executive Officer, the Chief Financial Officer, the
Secretary or any Assistant Secretary of the Company and delivered to the Rights
Agent; and such certificate shall be full authorization and protection to the
Rights Agent for any action taken or suffered in good faith by it under the
provisions of this Agreement in reliance upon such certificate.


 


(c)           The Rights
Agent shall be liable hereunder only for its own gross negligence, bad faith or
willful misconduct; provided, however, that the Rights Agent shall not be
liable in excess of the greater of (i) its insurance proceeds plus
deductible and (ii) ten million dollars.


 


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


 


(e)           The Rights
Agent shall not have any liability for nor be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Rights Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Rights Certificate;
nor shall it be responsible for any adjustment required under the provisions of
Section 11 or 13 hereof or responsible for the manner, method or amount of
any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment (except with respect to the exercise of Rights
evidenced by Rights Certificates after receipt of a certificate pursuant to Section 12
describing any such adjustment); nor shall it be responsible for any determination
by the Board of Directors of the Company of the current market value of the
Rights or Preferred Stock or Common Stock pursuant to the provisions of Section 15
hereof; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Preferred
Stock or other securities to be issued pursuant to this Agreement or any Rights
Certificate or as to whether any shares of Preferred Stock or other securities
will, when so issued, be validly authorized and issued, fully paid and
non-assessable.


 


20

















 


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


 


(g)           The Rights
Agent is hereby authorized and directed to accept instructions with respect to
the performance of its duties hereunder and certificates delivered pursuant to
any provision hereof from the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the Secretary, any Assistant Secretary,
the Treasurer or any Assistant Treasurer of the Company, and is authorized to
apply to such officers for advice or instructions in connection with its
duties, and it shall not be liable for any action taken, suffered or omitted to
be taken by it in good faith in accordance with instructions of any such
officer.  Any application by the Rights
Agent for written instructions from the Company may, at the option of the
Rights Agent, set forth in writing any action proposed to be taken 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 and the Rights Agent shall not be liable for any action taken or
omitted in accordance with a proposal included in any such application on or
after the date specified therein (which date shall not be less than three
Business Days after the date any such officer actually receives such
application, unless any such officer shall have consented in writing to an
earlier date) unless, prior to taking or omitting any such action, 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 stockholder, director, affiliate, 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 Person.


 


(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, omission, default, neglect or misconduct of any such attorneys or agents
or for any loss to the Company or to the holders of the Rights resulting from
any such act, omission, default, neglect or misconduct, provided reasonable
care was exercised in the selection and continued employment thereof.


 


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


 


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


 


22.           Change of
Rights Agent.  The Rights
Agent or any successor Rights Agent may resign and be discharged from its
duties under this Agreement upon 30 days’ notice in writing mailed to the
Company and to each transfer agent of the Common Stock or Preferred Stock by
registered or certified mail.  If the
transfer agency relationship in effect between the Company and the Rights Agent
terminates, the Rights Agent will be deemed to have resigned automatically and
be discharged from its duties under 


 


21

















 


this
Agreement as of the effective date of such termination, and the Company shall
be responsible for sending any other notice required in connection
therewith.  The Company may remove the
Rights Agent or any successor Rights Agent upon 30 days’ notice in writing
mailed to the Rights Agent or successor Rights Agent, as the case may be, and
to each transfer agent of the Common Stock or Preferred Stock by registered or
certified mail and to the holders of the Rights Certificates by first-class
mail.  If the Rights Agent shall resign
or be removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent. 
If the Company shall fail to make such appointment within a period of 30
days after giving notice of such removal or after it has been notified in
writing of such resignation or incapacity by the resigning or incapacitated
Rights Agent or by the holder of a Rights Certificate (who shall, with such
notice, submit such holder’s Rights Certificate for inspection by the Company),
then the registered holder of any Rights 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 or trust company,
which (a) is organized and doing business under the laws of the United
States, (b) is in good standing and authorized under such laws to exercise
corporate trust or stock transfer powers, (c) is subject to supervision or
examination by federal or state authority, and (d) has individually or
combined with an affiliate at the time of its appointment as Rights Agent a
combined capital and surplus of at least $50,000,000.  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.  Not later than the effective date of any such
appointment, the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock or
Preferred Stock, and mail a notice thereof in writing to the registered holders
of the Rights Certificates.  Failure to
give any notice provided for in this Section 22, 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.


 


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


 


24.           Redemption, Termination and Exchange.


 


(a)           (i)            At any time before the
Distribution Date and before 5 P.M., San Francisco time, on the Final
Expiration Date, the Board of Directors of the Company may, at its option,
redeem all but not 


 


22

















 


less
than all of the then outstanding Rights at a redemption price of $.01 per
Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after July 30, 1999 (such redemption price being
hereinafter referred to as the “Redemption Price”).


 


(ii)           In addition, following the
occurrence of the Distribution Date but prior to any Stock Acquisition Date,
the Board of Directors of the Company may redeem all but not less than all of
the then outstanding Rights at the Redemption Price either (x) in
connection with any transaction not involving any Person or group of Affiliated
or Associated Persons that caused the Distribution Date to occur or any other
Person in which such Person or any constituent of such group has an interest or
on whose behalf such Person is acting directly or indirectly, or (y) in
connection with a tender or exchange offer for any and all outstanding shares
of Common Stock at a price and on terms determined, prior to the date of the
first acceptance of payment for any of such shares, by at least a majority of
the members of the Board of Directors to be both adequate and otherwise in the
best interests of the Company and its stockholders.


 


(iii)          In addition, following the
occurrence of a Stock Acquisition Date but prior to any event described in Section 13(a),
the Board of Directors of the Company may redeem all but not less than all of
the then outstanding Rights at the Redemption Price either (x) in
connection with any event specified in Section 13(a) in which all
holders of Common Stock are treated alike and not involving (other than as a
holder of Common Stock being treated like all other such holders) an Acquiring
Person or an Affiliate or Associate of an Acquiring Person or any other Person
in which such Acquiring Person, Affiliate or Associate has any interest, or any
other Person acting directly or indirectly on behalf of or in association with
any such Acquiring Person, Affiliate or Associate, or (y) in connection
with a tender offer for all outstanding shares of Common Stock at a price and
on terms determined by the Board of Directors to be both adequate and in the
best interest of the Company if and for as long as the Acquiring Person is not
then the Beneficial Owner of securities representing 15% or more of the Voting
Power represented by securities of the Company, and at the time of redemption
there are no other Persons who are Acquiring Persons and following the
occurrence of an event set forth in, and the expiration of any period during
which the holder of Rights may exercise the rights under, Section 11(a)(ii).


 


(b)           In the case of
a redemption permitted under Section 24(a)(i), immediately upon the action
of the Board of Directors of the Company ordering the redemption of the Rights,
evidence of which shall have been filed with the Rights Agent and without any
further action and without any notice, the right to exercise the Rights will
terminate and the only right thereafter of the holders of Rights shall be to
receive the Redemption Price.  In the
case of a redemption permitted under Section 24(a)(ii) or (iii),
evidence of which shall have been filed with the Rights Agent, the right to
exercise the Rights will terminate and represent only the right to receive the
Redemption Price only after 10 Business Days following the giving of notice of
such redemption to the holders of such Rights if no event set forth in Section 11(a)(ii) shall
have occurred, and, if such event shall have occurred, upon the later of 10
Business Days following the giving of such notice or the expiration of any
period during which the rights under Section 11(a)(ii) may be
exercised.  Within 10 days after the
action of the Board of Directors ordering any such redemption of the Rights,
the Company shall give notice of such redemption to the Rights Agent and the
holders of the then outstanding Rights by mailing such notice to the Rights
Agent and to all such holders at their last addresses as they appear upon the
registry books of the Rights Agent or, prior to the Distribution Date, on the
registry books of the Transfer Agent for the Common Stock.  Any notice that is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives the notice.  Each such notice of redemption will state the
method by which the payment of the Redemption Price will be made.


 


In the case of a redemption
permitted under this Section 24(a), the Company may, at its option,
discharge all of its obligations with respect to the Rights by (i) issuing
a press release announcing the manner of redemption of the Rights and (ii) mailing
payment of the Redemption Price to the registered 


 


23

















 


holders of the Rights at
their last addresses as they appear on the registry books of the Rights Agent
or, prior to the Distribution Date, on the registry books of the Transfer Agent
of the Common Stock, and upon such action, all outstanding Rights Certificates
shall be null and void without any further action by the Company.


 


(c)           (i)            Subject to the limitations
of applicable law, the Board of Directors of the Company may, at its option, at
any time after any Person becomes an Acquiring Person, redeem all or part of
the then outstanding and exercisable Rights (which shall not include Rights
that have become void pursuant to the provisions of Section 7(e)) hereof)
by exchanging for such Rights shares of Common Stock or common stock
equivalents at an exchange ratio of one share of Common Stock or common stock
equivalents per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction after July 30, 1999 (such exchange ratio
being hereinafter referred to as the “Exchange Ratio”).  Notwithstanding the foregoing, the Board of
Directors shall not be empowered to effect such exchange at any time after any
Person (other than the Company, any subsidiary of the Company, any employee
benefit plan of the company or any such subsidiary, or any entity holding
Common Stock for or pursuant to the terms of any such plan), together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of 50%
or more of the Common Stock then outstanding.


 


(ii)           Immediately upon the action
of the Board of Directors of the Company ordering the exchange of any Rights
pursuant to Section 24(c)(i) and without any further action and
without any notice, the right to exercise such Rights shall terminate and the
only right thereafter of a holder of such Rights shall be to receive that
number of shares of Common Stock or common stock equivalents equal to the
number of such Rights held by such holder multiplied by the Exchange
Ratio.  The Company shall promptly give
public notice of any such exchange; provided, however, that the failure to
give, or any defect in, such notice shall not affect the validity of such
exchange.  The Company promptly shall
mail a notice of any such exchange to all of the holders of such Rights at
their last addresses as they appear upon the registry books of the Rights
Agent.  Any notice that is mailed in the
manner herein provided shall be deemed given, whether or not the holder
receives the notice.  Each such notice of
exchange will state the method by which the exchange of the Common Stock for
Rights will be effected and, in the event of any partial exchange, the number
of Rights that will be exchanged.  Any
partial exchange shall be effected pro rata based on the number of Rights
(other than Rights that have become void pursuant to the provisions of Section 7(e) hereof)
held by each holder of Rights.


 


(iii)          The Company shall have the
right, in the discretion of its Board of Directors, to condition the right of
any holder of shares of Common Stock to receive additional shares pursuant to
this Section 24(c) on the prior receipt by the Company or its
transfer agent of:  (A) with respect
to Rights registered in such holder’s name, a document, signed by such holder,
verifying that the Rights held by such holder have not become and are not null
and void pursuant to Section 7(e), and (B) with respect to Rights
registered in the name of The Depository Trust Company or any other nominee
(each hereinafter referred to as a “Nominee”), a document, signed by the
appropriate Nominee, verifying the number of such Rights that are held by such
Nominee and that have not become and are not null and void pursuant to Section 7(e),
based on the Nominee’s inquiry of and written or electronic responses from
participating securities brokers; provided that any such document to be
delivered pursuant to the preceding clause (A) or (B) shall be in
such form and content as the Board of Directors may approve; and provided
further that the Company may establish such trust or similar entity on such
terms as the Board of Directors may determine and contribute to such trust any
or all of the additional shares to be issued pursuant to this Section 24(c),
for distribution to the respective holders of Rights on satisfaction of the
applicable condition pursuant to the preceding clause (A) or (B).


 


(iv)          In addition to and without
limiting the foregoing provisions of this Section 24(c), in any exchange
pursuant to this Section 24(c), the Company, at its option, may substitute
shares of 


 


24

















 


Preferred Stock or shares
having the same or more favorable rights, privileges and preferences as the
Preferred Stock (“equivalent preferred stock”) for Common Stock exchangeable
for Rights, at the initial rate of one one-thousandth of a share of Preferred
Stock (or equivalent preferred stock) for each share of Common Stock, as
appropriately adjusted to reflect adjustments in the voting rights of the
shares of Preferred Stock pursuant to the terms thereof, so that the fraction
of a share of Preferred Stock delivered in lieu of each share of Common Stock
shall have the same voting rights as one share of Common Stock.


 


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


 


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


 


25.           Notice of
Certain Events.  In case the
Company shall propose (a) to pay any dividend payable in stock of any
class to the holders of Preferred Stock or to make any other distribution to
the holders of Preferred Stock (other than a regular quarterly cash dividend
out of earnings or retained earnings of the Company) or (b) to offer to
the holders of Preferred Stock rights or warrants to subscribe for or to
purchase any additional shares of Preferred Stock or shares of stock of any
class or any other securities, rights or options, or (c) to effect any
reclassification of the Preferred Stock (other than a reclassification
involving only the subdivision of outstanding shares of Preferred Stock), or (d) to
effect any consolidation or merger into or with, or to effect any sale or other
transfer (or to permit one or more of its subsidiaries to effect any sale or
other transfer), in one or more transactions, of more than 50% of the assets or
earning power of the Company and its subsidiaries (taken as a whole) to, any
other Person, or (e) to effect the liquidation, dissolution or winding up
of the Company:  then, in each such case,
the Company shall give to each holder of a Right and the Rights Agent, in
accordance with Section 26 hereof, a notice of such proposed action, which
shall specify the record date for the purposes of such stock dividend,
distribution of rights or warrants, or the date on which such reclassification,
consolidation, merger, sale, transfer, liquidation, dissolution, or winding up
is to take place and the date of participation therein by the holders of the
shares of Preferred Stock, if any such date is to be fixed, and such notice
shall be so given in the case of any action covered by clause (a) or (b) above
at least 20 days prior to the record date for determining holders of the shares
of Preferred Stock 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 shares of
Preferred Stock whichever shall be the earlier.


 


In case any of the events
set forth in Section 11(a)(ii) or 13(a) of this Agreement shall
occur, then, in any such case, the Company or the Principal Party, as the case
may be, shall as soon as practicable thereafter give to each holder of a Rights
Certificate, in accordance with Section 26 hereof, a notice of the
occurrence of such event, which shall specify the event and the consequences of
the event to holders of Rights under Section 11(a)(ii) or 13(a) hereof,
as the case may be.


 


25

















 


The failure to give 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.


 


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


 


Simpson Manufacturing Co., Inc.

5956 W. Las Positas Blvd.

Pleasanton, CA  94588

Attention:  Secretary


 


Subject to the provisions of
Section 22, any notice or demand authorized by this Agreement to be given
or made by the Company or by the holder of any Rights Certificate to or on the
Rights Agent shall be sufficiently given or made if sent by overnight delivery
service or first-class mail, charges and postage prepaid, addressed (until
another address is filed in writing with the Company) as follows:


 


Computershare Trust Company, N.A.

250 Royall Street

Canton, MA  02021

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 Rights 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.


 


27.           Supplements and
Amendments.  The Company
and the Rights Agent may from time to time supplement or amend this Agreement
without approval of any holders of Rights or Rights Certificates in order (i) to
cure any ambiguity, (ii) to correct or supplement any provision contained
herein that may be defective or inconsistent with any other provisions herein, (iii) prior
to the Distribution Date, to change or supplement the provisions hereunder as
the Company may deem necessary or desirable or (iv) on or following the
Distribution Date, to change or supplement the provisions hereof in any manner
that the Company may deem necessary or desirable and that shall not adversely
affect the interests of the holders of Rights Certificates.  Upon the delivery of a certificate from an
appropriate officer of the Company stating that the proposed supplement or
amendment is in compliance with the terms of this Section 27, the Rights
Agent shall execute such supplement or amendment unless the Rights Agent shall
have determined in good faith that such supplement or amendment would adversely
affect its interests under this Agreement. 
Prior to the Distribution Date, the interests of the holders of Rights
shall be deemed coincident with the interests of the holders of Common Stock.


 


28.           Determination
and Actions by the Board of Directors, etc.  For all purposes of this Agreement, any
calculation of the number of shares of Common Stock outstanding at any
particular time, including for purposes of determining the particular
percentage of such outstanding shares of Common Stock or any other securities
of which any Person is the Beneficial Owner, shall be made in accordance with
the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and
Regulations under the Exchange Act as in effect on the date of this
Agreement.  The Board of Directors of the
Company shall have the exclusive power and authority to administer this
Agreement and to exercise all rights and powers specifically granted to the
Board, or the Company, or as may be necessary or advisable in the
administration of this Agreement, including, without limitation, the right and
power to (i) interpret the 


 


26

















 


provisions
of this Agreement, and (ii) make all determinations deemed necessary or
advisable for the administration of this Agreement (including a determination
to redeem or not redeem the Rights or to amend this Agreement).  All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) that are done or made by the Board
in good faith, shall (x) be final, conclusive and binding on the Company,
the Rights Agent, the holders of the Rights Certificates and all other Persons,
and (y) not subject the Board to any liability to the holders of the
Rights Certificates.


 


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.


 


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


 


31.           Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction 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.


 


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


 


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


 


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


 


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.


 


[Signature
Page Follows]


 


27

















 


IN
WITNESS WHEREOF, this Amended and Restated Rights Agreement has been duly
executed on behalf of the parties hereto as of the day and year first above
written.


 


	
  SIMPSON MANUFACTURING CO., INC. 
  

  	
   

  	
  COMPUTERSHARE TRUST COMPANY, N.A.,

  as Rights Agent 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Karen Colonias

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Dennis V. Moccia

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Manager, Contract Administration

  



 


28
















 


EXHIBIT
A


 


CERTIFICATE OF DESIGNATION,
PREFERENCES AND RIGHTS

OF

SERIES A PARTICIPATING PREFERRED STOCK

OF

SIMPSON MANUFACTURING CO., INC.


 


Pursuant
to Section 151 of the General Corporation Law


of
the State of Delaware


 


I, Stephen B. Lamson, Chief Financial
Officer, Secretary and Treasurer of Simpson Manufacturing Co., Inc. (the “Corporation”),
a corporation organized and existing under the laws of the State of Delaware,
DO HEREBY CERTIFY:


 


1.                                       That no shares of the Series A
Participating Preferred Stock of the Corporation have been issued.


 


2.                                       That, pursuant to the
authority conferred on the Board of Directors by the Certificate of
Incorporation of the Corporation, the Board of Directors on July 29, 1999
adopted the following resolutions which set forth the terms of a series of
preferred stock designated as Series A Participating Preferred Stock:


 


RESOLVED, that pursuant to the authority
vested in the Board of Directors of the Corporation by Article IV of the
Certificate of Incorporation, a series of preferred stock is hereby designated
as “Series A Participating Preferred Stock” of the Corporation and that
the designation and amount thereof and the relative powers, rights, preferences
and limitations of the shares of such series are as follows:


 


(a)                                  Designation and Amount.  The shares of the series of Preferred Stock
shall be designated as “Series A Participating Preferred Stock,” par value
$.01 per share, and the number of shares constituting such series shall be one
million (1,000,000).  Such number of shares
may be increased or decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of shares of Series A
Participating Preferred Stock to a number less than that of the shares then
outstanding plus the number of shares issuable upon exercise of outstanding
rights, options or warrants or upon conversion of outstanding securities issued
by the Corporation.


 


(b)                                 Dividends and Distributions.


 


(i)                                     Subject to the
prior and superior rights of the holders of any shares of any series of
Preferred Stock ranking prior and superior to the shares of Series A
Participating Preferred Stock with respect to dividends or distributions
(except as provided in paragraph (f) below), the holders of shares of Series A
Participating Preferred Stock, in preference to the holders of shares of Common
Stock, par value $.0l per share (the 


 


A-1

















 


“Common Stock”), of the Corporation and any
other junior stock, shall be entitled to receive, when, as and if declared by
the Board of Directors out of funds legally available for the purpose, in an
amount per share (rounded to the nearest cent) equal to the greater of (x) $25.00
or (y) subject to the provision for adjustment hereinafter set forth,
1,000 times the aggregate per share amount of all cash dividends, and 1,000
times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions (except as provided in paragraph (f) below)
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 first issuance of any share or fraction of a
share of Series A Participating Preferred Stock.  In the event the Corporation shall at any
time after the first issuance of any share or fraction of a share of Series A
Participating Preferred Stock (A) declare any dividend on Common Stock
payable in shares of Common Stock, (B) subdivide the outstanding Common Stock,
or (C) combine the outstanding Common Stock into a smaller number of
shares, by reclassification or otherwise, then in each such case the amount to
which holders of shares of Series A Participating Preferred Stock were
entitled immediately prior to such event under 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.


 


(ii)                                  Other than with
respect to a dividend on the Common Stock payable in shares of Common Stock,
the Corporation shall declare a dividend or distribution on the Series A
Participating Preferred Stock as provided in subparagraph (1) above at the
same time as it declares a dividend or distribution on the Common Stock.  The date or dates set for the payment of such
dividend or distribution on the Series A Participating Preferred Stock and
the record date or dates for the determination of entitlement to such dividend
or distribution shall be the same date or dates as are set for the dividend or
distribution on the Common Stock.  On any
such payment date, no dividend or distribution shall be paid on the Common
Stock until the appropriate payment has been made on the Series A
Participating Preferred Stock.


 


(c)                                  Voting Rights.  The holders of shares of Series A
Participating Preferred Stock shall have the following voting rights:


 


(i)                                     Subject to the
provision for adjustment hereinafter set forth, each share of Series A
Participating Preferred Stock shall entitle the holder thereof to 1,000 votes
on all matters submitted to a vote of the stockholders of the Corporation.  In the event the Corporation shall at any
time after the first issuance of any share or fraction of a share of Series A
Participating Preferred Stock (A) declare any dividend on Common Stock
payable in shares of Common Stock, (B) subdivide the outstanding Common
Stock into a greater number of shares, or (C) combine the outstanding
Common Stock into a smaller number of shares, by reclassification or otherwise,
then in each such case the number of votes per share to which holders of shares
of Series A Participating 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 


 


A-2

















 


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


 


(ii)                                  Except as
otherwise provided herein or by law, the holders of shares of Series A
Participating Preferred Stock and the holders of shares of Common Stock shall
vote together as one class on all matters submitted to a vote of stockholders
of the Corporation.


 


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


 


(B)                                During any
default period, such voting right of the holders of Series A Participating
Preferred Stock may be exercised initially at a special meeting called pursuant
to subparagraph (C) of this Section 7(c)(iii) or at any annual
meeting of stockholders, and thereafter at annual meetings of stockholders,
provided that neither such voting right nor the right of the holders of any
other series of Preferred Stock, if any, to increase, in certain cases, the
authorized number of Directors shall be exercised unless the holders of ten
percent (10%) in number of shares of Preferred Stock outstanding shall be
present in person or by proxy.  The
absence of a quorum of the holders of Common Stock shall not affect the
exercise by the holders of Preferred Stock of such voting right.  At any meeting at which the holders of
Preferred Stock shall exercise such voting right initially during an existing
default period, they shall have the right, voting as a class, to elect
Directors to fill such vacancies, if any, in the Board of Directors as may then
exist up to two (2) Directors, or if such right is exercised at an annual
meeting, to elect two (2) Directors. 
If the number which may be so elected at any special meeting does not
amount to the required number, the holders of the Preferred Stock shall have
the right to make such increase in the number of Directors as shall be
necessary to permit the election by them of the required number.  After the holders of the Preferred Stock
shall have exercised their right to elect Directors in any default period and
during the continuance of such period, the number of Directors shall not be
increased or decreased except by vote of the holders of Preferred Stock as
herein provided or pursuant to the rights of any equity securities ranking
senior to or pan passu with the Series A Participating Preferred Stock.


 


A-3

















 


(C)                                Unless the
holders of Preferred Stock shall, during an existing default period, have
previously exercised their right to elect Directors, the Board of Directors may
order, or any stockholder or stockholders owning in the aggregate not less than
ten percent (10%) of the total number of shares of Preferred Stock outstanding,
irrespective of series, may request, the calling of a special meeting of the
holders of Preferred Stock, which meeting shall thereupon be called by the
Chairman of the Board or the Secretary of the Corporation.  Notice of such meeting and of any annual
meeting at which holders of Preferred Stock are entitled to vote pursuant to
this subparagraph (c)(iii)(C) shall be given to each holder of record of
Preferred Stock by mailing a copy of such notice to him at his last address as
the same appears on the books of the Corporation.  Such meeting shall be called for a time not
earlier than 10 days and not later than 60 days after such order or request or
in default of the calling of such meeting within 60 days after such order or
request, such meeting may be called on similar notice by any stockholder or
stockholders owning in the aggregate not less than ten percent (10%) of the
total number of shares of Preferred Stock outstanding.  Notwithstanding the provisions of this
subparagraph (c)(iii)(C), no such special meeting shall be called during the
period within 60 days immediately preceding the date fixed for the next annual
meeting of the stockholders.


 


(D)                               In any default
period, the holders of Common Stock, and other classes of stock of the
Corporation, if applicable, shall continue to be entitled to elect the whole
number of Directors until the holders of Preferred Stock shall have exercised
their right to elect two (2) Directors voting as a class, after the
exercise of which right (x) the Directors so elected by the holders of
Preferred Stock shall continue in office until their successors shall have been
elected by such holders or until the expiration of the default period, and (y) any
vacancy in the Board of Directors may (except as provided in subparagraph
(c)(iii)(B) of this Section 7) be filled by vote of a majority of the
remaining Directors theretofore elected by the holders of the class of stock
which elected the Director whose office shall have become vacant.  References in this paragraph (iii) to
Directors elected by the holders of a particular class of stock shall include
Directors elected by such Directors to fill vacancies as provided in clause (y) of
the foregoing sentence.


 


(E)                                 Immediately
upon the expiration of a default period (x) the right of the holders of
Preferred Stock as a class to elect Directors shall cease, (y) the term of
any Directors elected by the holders of Preferred Stock as a class shall
terminate, and (z) the number of Directors shall be such number as may be
provided for in, or pursuant to, the Certificate of Incorporation or Bylaws
irrespective of any increase made pursuant to the provisions of subparagraph
(c)(iii)(B) of this Section 7 (such number being subject, however, to
change thereafter in any manner provided by law or in the Certificate of
Incorporation or Bylaws).  Any vacancies
in the Board of Directors effected by the provisions of clauses (y) and (z) in
the preceding sentence may be filled by a majority of the remaining Directors,
even though less than a quorum.


 


A-4

















 


(iv)                              Except as set
forth herein, holders of Series A Participating Preferred Stock shall have
no special voting rights and their consent shall not be required (except to the
extent they are entitled to vote on matters submitted to the stockholders of
the Corporation as set forth herein) for taking any corporate action.


 


(d)                                 Certain Restrictions.


 


(i)                                     Whenever
quarterly dividends or other dividends or distributions payable on the Series A
Participating Preferred Stock as provided in Subsection (b) are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A
Participating Preferred Stock outstanding shall have been paid in full, the
Corporation shall not


 


(A)                              declare or pay
dividends on, make any other distributions on, or redeem or purchase or
otherwise acquire for consideration any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding up) to the Series A
Participating Preferred Stock;


 


(B)                                declare or pay
dividends on or make any other distributions on any shares of stock ranking on
a parity (either as to dividends or upon liquidation, dissolution or winding
up) with the Series A Participating Preferred Stock except dividends paid
ratably on the Series A Participating 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;


 


(C)                                redeem or
purchase or otherwise acquire for consideration shares of any stock ranking on
a parity (either as to dividends or upon liquidation, dissolution or winding
up) with the Series A Participating Preferred Stock provided that the
Corporation may at any time redeem, purchase or otherwise acquire shares of any
such parity 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 A Participating Preferred Stock; or


 


(D)                               purchase or
otherwise acquire for consideration any shares of Series A Participating
Preferred Stock or any shares of stock ranking on a parity with the Series A
Participating 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.


 


(ii)                                  The Corporation
shall not permit any subsidiary of the Corporation to purchase or otherwise
acquire for consideration any shares of stock of the Corporation unless the
Corporation could, under subparagraph (i) of this Subsection (d), purchase
or otherwise acquire such shares at such time and in such manner.


 


A-5

















 


(e)                                  Reacquired Shares. Any shares of
Series A Participating Preferred Stock purchased or otherwise acquired by
the Corporation in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof.  All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject
to the conditions and restrictions on issuance set forth herein.


 


(f)                                    Liquidation, Dissolution or
Winding Up.


 


(i)                                     Upon any liquidation
(voluntary or otherwise), dissolution or winding up of the Corporation, no
distribution shall be made to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the Series A
Participating Preferred Stock unless, prior thereto, the holders of shares of Series A
Participating Preferred Stock shall have received per share, the greater of
$1,000.00 or 1,000 times the payment made per share of Common Stock, plus an
amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment (the “Series A Liquidation
Preference”).  Following the payment of
the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A
Participating Preferred Stock unless, prior thereto, the holders of shares of
Common Stock shall have received an amount per share (the “Common Adjustment”)
equal to the quotient obtained by dividing (A) the Series A
Liquidation Preference by (B) 1,000 (as appropriately adjusted as set
forth in subparagraph (iii) below to reflect such events as stock splits,
stock dividends and recapitalization with respect to the Common Stock) (such
number in clause (B), the “Adjustment Number”). 
Following the payment of the full amount of the Series A
Liquidation Preference and the Common Adjustment in respect of all outstanding
shares of Series A Participating Preferred Stock and Common Stock,
respectively, holders of Series A Participating Preferred Stock and
holders of shares of Common Stock shall receive their ratable and proportionate
share of the remaining assets to be distributed in the ratio of the Adjustment
Number to 1 with respect to such Preferred Stock and Common Stock, on a per
share basis, respectively.


 


(ii)                                  In the event
there are not sufficient assets available to permit payment in full of the Series A
Liquidation Preference and the liquidation preferences of all other series of
Preferred Stock, if any, which rank on a parity with the Series A
Participating Preferred Stock then such remaining assets shall be distributed
ratably to the holders of such parity shares in proportion to their respective
liquidation preferences.  In the event
there are not sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be distributed ratably to
the holders of Common Stock.


 


(iii)                               In the event
the Corporation shall at any time after the first issuance of any share or
fraction of a share of Series A Participating Preferred Stock (A) declare
any dividend on Common Stock payable in shares of Common Stock, (B) subdivide
the outstanding Common Stock, or (C) combine the outstanding Common Stock
into a smaller number of shares, by reclassification or otherwise, then in each
such case the Adjustment Number in effect immediately prior to such event shall
be adjusted by 


 


A-6

















 


multiplying such Adjustment 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.


 


(g)                                 Consolidation, Merger etc.  In case 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, then in any such case the shares of Series A
Participating 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 1,000 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 the Corporation
shall at any time after the first issuance of any share or fraction of a share
of Series A Participating Preferred Stock (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the amount set forth in
the preceding sentence with respect to the exchange or change of shares of Series A
Participating 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 are outstanding immediately prior to such
event.


 


(h)                                 Redemption.  The shares of Series A Participating
Preferred Stock shall not be redeemable.


 


(i)                                     Ranking.  The Series A Participating 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, unless the
terms of any such series shall provide otherwise.


 


(j)                                     Amendment.  The Certificate of Incorporation and the
Bylaws of the Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the Series A
Participating Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of a majority of the outstanding shares of Series A
Participating Preferred Stock voting separately as a class.


 


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


 


And be it further


 


RESOLVED, that any Officer of the Corporation
be, and each of them hereby is, authorized to execute a Certificate of
Designation with respect to the Series A Participating Preferred Stock
pursuant to section 151 of the General Corporation Law of the State of Delaware



 


A-7

















 


and to take all appropriate
action to cause such Certificate to become effective, including, but not
limited to, the filing of such Certificate with the Secretary of State of the
State of Delaware.


 


IN WITNESS WHEREOF, I have executed and
subscribed this Certificate and do affirm the foregoing as true under the
penalties of perjury this
           day of
                                
1999.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Stephen B. Lamson

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
  Secretary and Treasurer

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


A-8

















 


EXHIBIT
B


 


[Form of Rights Certificate]


 


	
  Certificate No. R-

  	
   

  	
  Rights

  



 


NOT EXERCISABLE AFTER
JUNE 14, 2019, OR EARLIER IF NOTICE OF REDEMPTION IS GIVEN.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE
OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE AMENDED
AND RESTATED RIGHTS AGREEMENT.  [THE
RIGHTS REPRESENTED BY THIS CERTIFICATE WERE ISSUED TO A PERSON WHO WAS AN
ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON.  THIS RIGHTS CERTIFICATE AND THE RIGHTS
REPRESENTED HEREBY MAY BECOME VOID UNDER THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF
THE AMENDED AND RESTATED RIGHTS AGREEMENT.]*


 


Rights Certificate


 


SIMPSON MANUFACTURING CO, 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,
provisions and conditions of the Amended and Restated Rights Agreement dated as
of June 15, 2009 (the “Rights Agreement”), between Simpson Manufacturing
Co., Inc., a Delaware corporation (the “Company”), and Computershare Trust
Company, N.A., a national banking association (the “Rights Agent”), to purchase
from the Company at any time after the Distribution Date (as such term is
defined in the Rights Agreement) and prior to 5 P.M. (San Francisco time)
on June 14, 2019, at the office of the Rights Agent designated for such
purpose, one one-thousandth of a fully paid, non-assessable share of Series A
Participating Preferred Stock (the “Preferred Stock”) of the Company at a
purchase price of $100 per one one-thousandth of a share (the “Purchase Price”),
upon presentation and surrender of this Rights Certificate with the appropriate
Form of Election to Purchase and Certificate duly executed.  The number of Rights evidenced by this Rights
Certificate (and the number of shares that may be purchased upon exercise
thereof) set forth above, and the Purchase Price set forth above are the number
and Purchase Price as of the close of business on the date of the Rights
Agreement, based on the Preferred Stock as constituted at such date, but as
provided in the Rights Agreement, the Purchase Price and the number of shares
of Preferred Stock or other securities which may be purchased upon the exercise
of the Rights evidenced by this Rights Certificate are subject to modification
and adjustment upon the happening of certain events.


 


This Rights Certificate is subject to all of
the terms, provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by reference and made
a part hereof and to which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the holders of the
Rights Certificates.  Copies of the
Rights Agreement are on file at the principal office of the Company and are
also available upon written request to the Company.


 






*                                         The portion of the legend in
brackets shall be inserted only if applicable.


 


B-1

















 


This Rights Certificate, with or without
other Rights Certificates, upon surrender at the office of the Rights Agent
designated for such purpose, may be exchanged for another Rights Certificate or
Rights Certificates of like tenor and date evidencing Rights entitling the
holder to purchase a like aggregate number of shares of Preferred Stock as the
Rights evidenced by the Rights Certificate or Rights Certificates surrendered
shall have entitled such holder to purchase. 
If this Rights Certificate shall be exercised (other than pursuant to Section 11(a)(ii) of
the Rights Agreement) in part, the holder shall be entitled to receive upon
surrender hereof another Rights Certificate or Rights Certificates for the
number of whole Rights not exercised.  If
this Rights Certificate shall be exercised as a whole or in part pursuant to Section 11(a)(ii) of
the Rights Agreement, the holder shall be entitled to receive this Rights
Certificate duly marked to indicate that such exercise has occurred as set forth
in the Rights Agreement.


 


Subject to the provisions of the Rights
Agreement, the Rights evidenced by this Certificate may be redeemed by the
Company at its option at a redemption price of $.01 per Right.  Subject to the provisions of the Rights
Agreement, the Company, at its option, may elect to mail payment of the
redemption price to the registered holder of the Rights at the time of
redemption, in which event this Rights Certificate may become void without any
further action by the Company.


 


No fractional shares of Preferred Stock will
be issued upon the exercise of any Right or Rights evidenced hereby (other than
fractions which are integral multiples of one one-thousandth of a share of
Preferred Stock, which may, at the election of the Company, be evidenced by
depositary receipts), but in lieu thereof a cash payment will be made, as
provided in the Rights Agreement.


 


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


 


B-2

















 


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


 


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


 


	
  Attest:

  	
   

  	
  SIMPSON MANUFACTURING CO.,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Countersigned:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COMPUTERSHARE TRUST
  COMPANY, N.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


B-3
















 


[Form of Reverse Side of Rights
Certificate]


 


FORM OF
ASSIGNMENT


 


(To be executed by the registered
holder if such

holder desires to transfer the Rights Certificate.)


 


FOR VALUE RECEIVED,
                                  
hereby sells, assigns and transfers unto 


 


 


(please print name and
address of transferee)


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


 


Dated: 
                              ,
        .


 


 


	
   

  	
   

  
	
   

  	
  Signature

  
	
  Medallion Signature
  Guaranteed:

  	
   

  



 


 


NOTICE


 


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


 


B-4

















 


CERTIFICATE


 


The undersigned hereby certifies by checking
the appropriate boxes that:


 


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


 


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


 


Dated:
                                ,
          .


 


 


	
   

  	
   

  
	
   

  	
  Signature

  



 


 


NOTICE


 


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


 


B-5

















 


FORM OF
ELECTION TO PURCHASE


 


(To be executed if holder desires to

exercise the Rights Certificate pursuant to

Section 11(a)(ii) of the Rights Agreement.)


 


To Simpson Manufacturing Co., Inc.:


 


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


 


	
   

  
	
   

  
	
   

  
	
  (Please
  print full name and address)

  
	
   

  
	
  Social security or other
  identifying number:

  	
   

  



 


The Rights Certificate indicating the
balance, if any, of such Rights which may still be exercised pursuant to Section 11(a)(ii) of
the Rights Agreement shall be returned to the undersigned unless such Person
requests that the Rights Certificate be registered in the name of and delivered
to (complete only if Rights Certificate is to be registered in a name other
than the undersigned):


 


	
   

  
	
   

  
	
   

  
	
  (Please print full name
  and address)

  
	
   

  
	
  Social security or other
  identifying number:

  	
   

  
	
   

  
	
  Dated: 
                                ,
            .

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
  Medallion Signature
  Guaranteed:

  	
   

  



 


 


NOTICE


 


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


 


B-6

















 


CERTIFICATE


 


The undersigned hereby certifies by checking
the appropriate boxes that:


 


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


 


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


 


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


 


Dated
                            ,
          .


 


 


	
   

  	
   

  
	
   

  	
  Signature

  



 


 


NOTICE


 


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


 


B-7

















 


FORM OF
ELECTION TO PURCHASE


 


(To be executed if holder desires to
exercise

the Rights Certificate other than pursuant to

Section 11(a)(ii) of the Rights Agreement)


 


To Simpson Manufacturing Co., Inc.:


 


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


 


	
   

  
	
   

  
	
   

  
	
  (Please
  print full name and address)

  
	
   

  
	
  Social security or other
  identifying number:

  	
   

  
	
   

  
	
  The Rights Certificate indicating the
  balance, if any, of such Rights which may still be exercised pursuant to
  Section 11(a)(ii) of the Rights Agreement shall be returned to the
  undersigned unless such Person requests that the Rights Certificate be
  registered in the name of and delivered to (complete only if Rights Certificate
  is to be registered in a name other than the undersigned):

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Please
  print full name and address)

  
	
   

  
	
  Social security or other
  identifying number:

  	
   

  
	
   

  
	
  Dated:
                                ,
            .

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
  Medallion Signature Guaranteed:

  	
   

  
			



 


 


NOTICE


 


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


 


B-8

















 


CERTIFICATE


 


The undersigned hereby certifies by checking
the appropriate boxes that:


 


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


 


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


 


Dated:
                          ,
          .


 


 


	
   

  	
   

  
	
   

  	
  Signature

  



 


 


NOTICE


 


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


 


B-9

















 


EXHIBIT
C


 


[The following summary reflects the terms and conditions of the Rights
Agreement as in effect on July 30, 1999, and the circumstances at that
time.  This summary has not been updated
to reflect subsequent amendments of the Rights Agreement or any changed
circumstances.  No one should rely on
this summary for an understanding of the Rights Agreement or its requirements
or effects.]


 


SUMMARY
OF RIGHTS


 


As a precaution to ensure
that it continues to be able to take appropriate action to protect the interests
of Simpson Manufacturing Co., Inc. (the “Company”) and its stockholders,
the Company’s Board of Directors has adopted a Stockholder Rights Plan.  The Stockholder Rights Plan would help the
Board to maximize stockholder value in the event of a change of control of the
Company, and otherwise to resist actions that the Board considers likely to
injure the Company or its stockholders.


 


Integral to the plan is a
Rights dividend payable on shares of the Company’s Common Stock.  On July 29, 1999, the Board of Directors
declared a dividend distribution on each outstanding share of Common Stock of
one Right to purchase the Company’s Series A Participating Preferred
Stock.  The dividend was paid to
stockholders of record at the close of business on August 19, 1999.  No income was recognized by stockholders for
tax purposes on payment of the dividend. 
The Rights are not now exercisable, and it is not known at this time
whether they ever will be exercisable. 
No action can be taken by holders of Rights at this time.  The Rights will expire on the earlier of (1) July 29,
2009, or (2) redemption or exchange of the Rights as described below.


 


In general, until the Rights
are exercisable or are redeemed or exchanged or expire unexercised, each Right
is associated with and cannot be separated from the underlying share of Common
Stock on which the right was declared as a dividend.  Accordingly, until the Rights are separate
from the Common Stock, (1) each holder of outstanding shares of Common
Stock is also the holder of an equal number of Rights, (2) any sale or
other transfer of shares of Common Stock by a holder thereof also will cause a
transfer of the associated Rights, (3) no income or loss will be
recognized with respect to the sale of Rights incident to a sale of Common
Stock, and (4) no certificates will be issued to evidence ownership of the
Rights, but certificates for shares of Common Stock issued after the Record
Date will refer to the associated Rights. 
Until a Right is exercised, it confers no rights as a stockholder,
including, without limitation, the right to vote or to receive dividends.


 


The Rights will separate
from the Common Stock if there is a “Distribution Date.” A Distribution Date
would occur upon the earliest to happen of (1) a public announcement that
someone has become an “Acquiring Person,” meaning that such person (including
affiliated or associated persons or entities) has acquired, or obtained the
right to acquire, beneficial ownership of 15 percent or more of the outstanding
shares of Common Stock, other than as a result of repurchases of stock by the
Company, or (2) 10 days (unless such date is extended by the Board of
Directors) having elapsed following the commencement of (or a public
announcement of an intention to make) a tender offer or exchange offer that
would result in someone becoming an Acquiring Person.  If a Distribution Date occurs, the Rights
will become exercisable and separately tradable, and the Company will issue
certificates for the Rights as soon as possible.


 


The Preferred Stock
purchasable upon exercise of the Rights will be nonredeemable and junior to any
other series of preferred stock the Company may issue (unless otherwise
provided in the terms of such stock). 
Each share of Preferred Stock will have a preferential quarterly
dividend in an amount equal to 


 


C-1

















 


1,000 times the dividend
declared on each share of Common Stock, but in no event less than $25.  In the event of liquidation, the holders of
shares of Preferred Stock will receive a preferred liquidation payment equal to
the greater of $1,000 or 1,000 times the payment made per each share of Common
Stock.


 


Each share of Preferred
Stock will have 1,000 votes, voting together with the shares of Common
Stock.  In the event of any merger,
consolidation or other transaction in which shares of Common Stock are
exchanged, each share of Preferred Stock will be entitled to receive 1,000
times the amount and type of consideration received per share of Common Stock.  The rights of the Preferred Stock as to
dividends, liquidation and voting, and in the event of mergers and
consolidations, are protected by customary anti-dilution provisions.


 


The amount of Preferred
Stock that the holder of a Right is entitled to receive upon exercise of a
Right and the Purchase Price payable upon exercise of a Right are both subject
to adjustment.  Initially, the Purchase
Price is $200 per Right.  If no one has yet
become an Acquiring Person, payment of the Purchase Price entitles the holder
of a Right to receive only one one-thousandth of a share of Preferred
Stock.  If someone has become an
Acquiring Person, however, payment of the Purchase Price entitles the holder to
receive a number of one one-thousandth shares having a value, based on the then
current market value of the Common Stock, equal to two times the Purchase
Price.  In addition, if someone has
become an Acquiring Person, and thereafter the Company is involved in a merger
or other business combination trans-action, a holder of a Right also will be
able to acquire, upon payment of the Purchase Price, Common Stock of the
Company or its successor having a value, based on the market value of the
Company or its successor at the time of the transaction, equal to twice the
value of the Purchase Price.  Some
limitations apply to the timing of exercise of the Rights, and any Rights
belonging to an Acquiring Person are null and void.


 


The Board of Directors may
redeem the Rights in whole, but not in part, at the Redemption Price of $0.01
per Right, at any time before there is an Acquiring Person.  After there is an Acquiring Person, the
Rights may be redeemed only in very limited circumstances.  However, the Board of Directors may in some
cases also exchange all or part of the then outstanding and exercisable Rights
(except for Rights that have become void) for shares of Common Stock at a rate
of one share of Common Stock (or substitute consideration) per Right.  Upon redemption or exchange, the right to
exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price or the exchange consideration, as
applicable.


 


A full description of the
Rights is set forth in the Rights Agreement between Simpson Manufacturing Co., Inc.
and the Rights Agent, BankBoston, N.A.  A
copy of the Rights Agreement has been filed with the Securities and Exchange
Commission as an Exhibit to a Registration Statement on Form 8-A.  A copy of the Rights Agreement is available
free by writing the Corporate Secretary, Simpson Manufacturing Co., Inc.,
4637 Chabot Drive, Suite 200, P.O. Box 10789, Pleasanton, CA  94588-0789. 
The Company and the Rights Agent retain broad authority to amend the
Rights Agreement; however, following any Distribution Date any amendment may
not adversely affect the interests of holders of Rights.  This summary description
of the Rights does not purport to be complete and is qualified in its entirety
by reference to the Rights Agreement.


 


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