exhibit4_2.htm


    EXHIBIT 4.2

    


     

    
      

      

    

    
 

    


    


    


    


    


    


    


    RIGHTS
AGREEMENT

     

    Michigan
Commerce Bancorp Limited

     

    and

     

    Mellon
Investor Services LLC

     

    as
Rights Agent

     

    Dated
as of [____], 2009

     

    


    


    


    


    


    


    


    


    


    


    


    


     

     

    
      

      

    

    
 


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    TABLE
OF CONTENTS

     

    Page

    


    
      	
              1.

            	
              Certain
      Definitions. 

            	
              1

            


    

     

    
      	
              2.

            	
              Appointment of Rights
      Agent. 

            	
              4

            


    

     

    
      	
              3.

            	
              Issuance of Right
      Certificates. 

            	
              4

            


    

     

    
      	
              4.

            	
              Form of Right
      Certificates. 

            	
              7

            


    

     

    
      	
              5.

            	
              Countersignature and
      Registration. 

            	
              7

            


    

     

    
      	
              6.

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

            	
              7

            


    

     

    
      	
              7.

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

            	
              8

            


    

     

    
      	
              8.

            	
              Cancellation and
      Destruction of Right Certificates. 

            	
              10

            


    

     

    
      	
              9.

            	
              Availability of Shares
      of Series A Preferred Stock. 

            	
              10

            


    

     

    
      	
              10.

            	
              Series A Preferred
      Stock Record Date. 

            	
              11

            


    

     

    
      	
              11.

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

            	
              12

            


    

     

    
      	
              12.

            	
              Certificate of
      Adjusted Purchase Price or Number of
    Shares. 

            	
              19

            


    

     

    
      	
              13.

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

            	
              19

            


    

     

    
      	
              14.

            	
              Fractional Rights and
      Fractional Shares. 

            	
              23

            


    

     

    
      	
              15.

            	
              Rights of
      Action. 

            	
              24

            


    

     

    
      	
              16.

            	
              Agreement of Right
      Holders. 

            	
              25

            


    

     

    
      	
              17.

            	
              Right Certificate
      Holder Not Deemed a Stockholder. 

            	
              25

            


    

     

    
      	
              18.

            	
              Concerning the Rights
      Agent. 

            	
              25

            


    

     

    
      	
              19.

            	
              Merger or
      Consolidation or Change of Mellon Investor Services
      LLC. 

            	
              26

            


    

     

    
      	
              20.

            	
              Duties of Rights
      Agent. 

            	
              27

            


    

     

    
      	
              21.

            	
              Change of Rights
      Agent. 

            	
              29

            


    

     

    
      	
              22.

            	
              Issuance of New Right
      Certificates. 

            	
              30

            


    

     

    
      	
              23.

            	
              Redemption. 

            	
              30

            


    

     

    
      	
              24.

            	
              Exchange. 

            	
              31

            


    

     

    
      	
              25.

            	
              Notice of Certain
      Events. 

            	
              32

            


    

     

    
      	
              26.

            	
              Notices. 

            	
              32

            


    

     

    
      	
              27.

            	
              Supplements and
      Amendments. 

            	
              33

            


    

     

    
      	
              28.

            	
              Successors. 

            	
              33

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              29.

            	
              Benefits of this
      Rights Agreement. 

            	
              34

            


    

     

    
      	
              30.

            	
              Determinations and
      Actions by the Board of Directors. 

            	
              34

            


    

     

    
      	
              31.

            	
              Severability. 

            	
              34

            


    

     

    
      	
              32.

            	
              Governing
      Law. 

            	
              34

            


    

     

    
      	
              33.

            	
              Counterparts. 

            	
              35

            


    

     

    
      	
              34.

            	
              Descriptive
      Headings. 

            	
              35

            


    

     

    
      	
              35.

            	
              Force
      Majeure. 

            	
              35

            


    

     

    


    EXHIBITS

     

    
      	Exhibit A – Form of
      Certificate of Designations 	 	
              A-1

            
	 	 	 
	Exhibit B – Form of
      Right Certificate 	 	
              B-1

            
	 	 	 
	Exhibit C – Form of
      Summary of Rights 	 	
              C-1

            
	 	 	 


    

     

     


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    


     

    INDEX
OF DEFINED TERMS

     

    
      
        
          
            
              
                	 	 	Page
	 	 	 
	
                        Acquiring
      Person

                      	 
      	
                        1

                      
	
                        Affiliate

                      	 
      	
                        2

                      
	
                        Associate

                      	 
      	
                        2

                      
	
                        Authorized
      Officer

                      	 
      	
                        27

                      
	
                        Beneficial
      Owner

                      	 
      	
                        2

                      
	
                        Beneficial
      Ownership

                      	 
      	
                        2

                      
	
                        beneficially
      own

                      	 
      	
                        2

                      
	
                        Business
      Day

                      	 
      	
                        3

                      
	
                        close
      of business

                      	 
      	
                        3

                      
	
                        Common
      Stock

                      	 
      	
                        3

                      
	
                        Common
      Stock equivalents

                      	 
      	
                        14

                      
	
                        Company

                      	 
      	
                        1

                      
	
                        Current
      Value

                      	 
      	
                        13

                      
	
                        Distribution
      Date

                      	 
      	
                        5

                      
	
                        equivalent
      preferred shares

                      	 
      	
                        14

                      
	
                        Exchange
      Act

                      	 
      	
                        2

                      
	
                        Exchange
      Ratio

                      	 
      	
                        31

                      
	
                        Exempted
      Entity

                      	 
      	
                        4

                      
	
                        Expiration
      Date

                      	 
      	
                        9

                      
	
                        Final
      Expiration Date

                      	 
      	
                        9

                      
	
                        invalidation
      time

                      	 
      	
                        12

                      
	
                        NASDAQ

                      	 
      	
                        4

                      
	
                        NYSE

                      	 
      	
                        4

                      
	
                        Original
      Rights

                      	 
      	
                        2

                      
	
                        Person

                      	 
      	
                        4

                      
	
                        Principal
      Party

                      	 
      	
                        21

                      
	
                        Purchase
      Price

                      	 
      	
                        9

                      
	
                        Record
      Date

                      	 
      	
                        1

                      
	
                        Redemption
      Date

                      	 
      	
                        9

                      
	
                        Redemption
      Price

                      	 
      	
                        30

                      
	
                        Right

                      	 
      	
                        1

                      
	
                        Right
      Certificate

                      	 
      	
                        5

                      
	
                        Rights
      Agent

                      	 
      	
                        1

                      
	
                        Rights
      Agreement

                      	 
      	
                        6

                      
	
                        Section
      11(a)(ii) Trigger Date

                      	 
      	
                        14

                      
	
                        Securities
      Act

                      	 
      	
                        4

                      
	
                        Security

                      	 
      	
                        15

                      
	
                        Series
      A Preferred Stock

                      	 
      	
                        4

                      
	
                        Spread

                      	 
      	
                        13

                      
	
                        Stock
      Acquisition Date

                      	 
      	
                        4

                      
	
                        Subsidiary

                      	 
      	
                        4

                      
	
                        Substitution
      Period

                      	 
      	
                        14

                      
	
                        Summary
      of Rights

                      	 
      	
                        5

                      
	
                        then
      outstanding

                      	 
      	
                        2

                      
	
                        Trading
      Day

                      	 
      	
                        16

                      


              

            

          

        

      

    

     

     

     

    
 

    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    


     

    Rights
Agreement

     

    Rights
Agreement, dated as of ___ __, 2009 (as amended, supplemented or otherwise
modified from time to time, the “Rights
Agreement”) between Michigan Commerce Bancorp Limited, a Michigan
corporation (the “Company”),
and Mellon Investor Services LLC, a New Jersey limited liability company (the
“Rights
Agent”).

     

     

    W
I T N E S S E T H

     

    WHEREAS,
the Board of Directors of the Company has on [____], 2009 authorized and
declared a dividend of one preferred share purchase right (a “Right”)
for each share of Common Stock (as defined below) of the Company outstanding as
of the close of business (as defined below) on
[      ], 2009 (the “Record
Date”), each Right representing the right to purchase one one-thousandth
(subject to adjustment) of a share of Series A Preferred Stock (as defined
below), upon the terms and subject to the conditions herein set forth, and the
Board of Directors has further authorized and directed the issuance of one Right
(subject to adjustment as provided herein) with respect to each share of Common
Stock that shall become outstanding between the Record Date and the earlier of
the Distribution Date and the Expiration Date (as such terms are hereinafter
defined); provided, however, that Rights may be issued with respect to shares of
Common Stock that shall become outstanding after the Distribution Date and prior
to the Expiration Date in accordance with Section
22.

     

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

     

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

     

    (a)   “Acquiring
Person” shall mean any Person (as defined below) who or which shall be
the Beneficial Owner (as defined below) of 10% or more of the shares of Common
Stock then outstanding, but shall not include an Exempted Entity (as defined
below); provided, however, that if the
Board of Directors of the Company determines in good faith that a Person who
would otherwise be an “Acquiring
Person” has become such inadvertently (including, without limitation,
because (A) such Person was unaware that it beneficially owned a percentage of
Common Stock that would otherwise cause such Person to be an “Acquiring
Person” or (B) such Person was aware of the extent of its Beneficial
Ownership of Common Stock but had no actual knowledge of the consequences of
such Beneficial Ownership under this Rights Agreement) and without any intention
of changing or influencing control of the Company, then such Person shall not be
deemed to be or to have become an “Acquiring
Person” for any purposes of this Rights Agreement unless and until such
Person shall have failed to divest itself, as soon as practicable, if the
Company so requests, of Beneficial Ownership of a sufficient number of shares of
Common Stock so that such Person would no longer otherwise qualify as an “Acquiring
Person”.  Notwithstanding the foregoing, no Person shall be
deemed an “Acquiring Person” as the result of an acquisition of shares of Common
Stock by the Company which, by reducing the number of shares outstanding,
increases the proportionate number of 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    shares
beneficially owned by such Person to 10% or more of the shares of Common Stock
then outstanding; provided, however, that if a
Person shall become the Beneficial Owner of 10% or more of the shares of Common
Stock then outstanding by reason of such share acquisitions by the Company and
thereafter becomes the Beneficial Owner of any additional shares of Common Stock
(other than pursuant to a dividend or distribution paid or made by the Company
on the outstanding Common Stock or pursuant to a split or subdivision of the
outstanding Common Stock), then such Person shall be deemed to be an “Acquiring
Person,” subject to the proviso set forth in the first sentence of this Section 1(a), unless
upon the consummation of the acquisition of such additional shares of Common
Stock such Person does not beneficially own 10% or more of the shares of Common
Stock then outstanding.  The phrase “then
outstanding”, when used with reference to a Person’s Beneficial Ownership
of securities of the Company, shall mean the number of such securities then
issued and outstanding together with the number of such securities not then
actually issued and outstanding which such Person would be deemed to own
beneficially hereunder.

     

    (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 and in effect on the date of the Agreement (the “Exchange
Act”).

     

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

     

    (i)   which
such Person or any of such Person’s Affiliates or Associates is deemed to
beneficially own, directly or indirectly, within the meaning of Rule 13d-3 of
the General Rules and Regulations under the Exchange Act as in effect on the
date of this Rights Agreement;

     

    (ii)   which
such Person or any of such Person’s Affiliates or Associates has (A) the right
to acquire (whether such right is exercisable immediately or only after the
passage of time) pursuant to any agreement, arrangement or understanding (other
than customary agreements with and between underwriters and selling group
members with respect to a bona fide public offering of securities), written or
otherwise, 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, (w)
securities tendered pursuant to a tender or exchange offer made by or on behalf
of such Person or any of such Person’s Affiliates or Associates until such
tendered securities are accepted for purchase or exchange, (x) securities which
such Person has a right to acquire on the exercise of Rights at any time prior
to the time a Person becomes an Acquiring Person, or (y) securities issuable
upon exercise of Rights from and after the time a Person becomes an Acquiring
Person if such Rights were acquired by such Person or any of such Person’s
Affiliates or Associates prior to the Distribution Date or pursuant to Section 3 or Section 22 hereof
(the “Original
Rights”) or pursuant to Section 11(i) or
Section 11(n)
with respect to an adjustment to the Original Rights or (z) securities which
such Person or any of such Person’s Affiliates or Associates may acquire, does
or do acquire or may be deemed to acquire or may be deemed to have the right to
acquire, pursuant to any merger or other acquisition agreement between the
Company and such Person (or one or more of such Person’s Affiliates or
Associates) if prior to such Person becoming an Acquiring Person the Board of
Directors of the Company has approved 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    such
agreement and determined that such Person shall not be or be deemed to be the
beneficial owner of such securities within the meaning of this Section 1.3; (B) the
right to vote pursuant to any agreement, arrangement or understanding, written
or otherwise; provided, however, that a
Person shall not be deemed the Beneficial Owner of, or to beneficially own, any
security by reason of such agreement, arrangement or understanding if the
agreement, arrangement or understanding to vote such security (1) arises solely
from a revocable proxy or consent given to such Person in response to a public
proxy or consent solicitation made pursuant to, and in accordance with, the
applicable rules and regulations promulgated under the Exchange Act and (2) is
not also then reportable on Schedule 13D under the Exchange Act (or any
comparable or successor report); or

     

    (iii)   which are
beneficially owned, directly or indirectly, by any other Person (or any
Affiliate or Associate thereof) with which such Person (or any of such Person’s
Affiliates or Associates) has any agreement, arrangement or understanding
(whether or not in writing), for the purpose of acquiring, holding, voting
(except to the extent contemplated by the proviso to this Section 1(c)(ii)(B))
or disposing of such securities of the Company;

     

    provided, however, that (x)
that nothing in this Section 1(c) shall
cause a Person engaged in business as an underwriter of securities to be the
“Beneficial Owner” of, or to “beneficially own,” any securities acquired through
such Person’s participation in good faith in a firm commitment underwriting
until the expiration of forty days after the date of such acquisition, and then
only if such securities continue to be owned by such Person at such expiration
of forty days; (y) no Person who is an officer, director, or employee of an
Exempted Entity shall be deemed, solely by reason of such Person’s status or
authority as such, to be the “Beneficial Owner” of, to have “Beneficial
Ownership” of or to “beneficially own” any securities that are “beneficially
owned” (as defined in this Section 1(c)),
including, without limitation, in a fiduciary capacity, by an Exempted Entity or
by any other such officer, director or employee of an Exempted Entity; and (z) a
Person shall not be deemed the Beneficial Owner of, to have “Beneficial
Ownership” of or to beneficially own, shares of Common Stock (or securities
convertible into, exchangeable into or exercisable for Common Stock) held by
such Person in trust accounts, managed accounts and the like, or otherwise held
in a fiduciary capacity, that are Beneficially Owned by third Persons who are
not Affiliates or Associates of such Person.

     

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

     

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

     

    (f)   “Common
Stock” when used with reference to the Company shall mean the common
stock, no par value per share, of the Company.  “Common
Stock” when used with reference to any Person other than the Company
shall mean the capital stock (or, in the case of an unincorporated entity, the
equivalent equity interest) with the greatest voting power of such other Person
or, if such other Person is a subsidiary of another Person, the Person or
Persons which ultimately control such first-mentioned Person.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (g)   “Exempted
Entity” shall mean (1) the Company, (2) Capitol Bancorp Ltd., a Michigan
corporation (“CBC”) (3)
any Subsidiary (as defined below) of the Company or CBC (in the case of
subclauses (1), (2) and (3) including, without limitation, in its fiduciary
capacity), (4) any employee benefit plan of the Company or of any Subsidiary of
the Company, and (5) any entity or trustee holding Common Stock for or pursuant
to the terms of any such plan or for the purpose of funding any such plan or
funding other employee benefits for employees of the Company or of any
Subsidiary of the Company.

     

    (h)   “NASDAQ”
shall mean The NASDAQ Stock Market LLC.

     

    (i)   “NYSE”
shall mean the New York Stock Exchange, Inc.

     

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

     

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

     

    (l)   “Series A
Preferred Stock” shall mean the Series A Junior Participating Preferred
Stock, no par value per share, of the Company having the rights and preferences
set forth in the Certificate of Designations attached to this Rights Agreement
as Exhibit A and, to the extent that there are not a sufficient number of shares
of Series A Junior Participating Preferred Stock authorized to permit the full
exercise of the Rights, any other series of preferred stock of the Company
designated for such purpose containing terms substantially similar to the terms
of the Series A Junior Participating Preferred Stock.

     

    (m)   “Stock Acquisition
Date” shall mean the first date of public announcement (which for
purposes of this definition shall include, without limitation, a report filed
pursuant to Section
13(d) of the Exchange Act) by the Company or an Acquiring Person that an
Acquiring Person has become such or such earlier date as a majority of the Board
of Directors shall become aware of the existence of an Acquiring
Person.

     

    (n)   “Subsidiary”
of any Person shall mean any corporation or other entity of which securities or
other ownership interests having ordinary voting power sufficient to elect a
majority of the board of directors or other persons performing similar functions
are beneficially owned, directly or indirectly, by such Person, and any
corporation or other entity that is otherwise controlled by such
Person.

     

    2. Appointment
of Rights Agent.  The
Company hereby appoints the Rights Agent to act as agent for the Company in
accordance with the terms and conditions hereof, and the Rights Agent hereby
accepts such appointment.  The Company may from time to time appoint
such co-Rights Agents as it may deem necessary or desirable upon ten (10) days’
prior notice to the Rights Agent.  The Rights Agent shall have no duty
to supervise, and shall in no event be liable for the acts or omissions of any
such co-Rights Agent.

     

    3. Issuance
of Right Certificates.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (a)   Until the
close of business on the earlier of (i) the tenth day after the Stock
Acquisition Date or (ii) the tenth Business Day (or such later date as may be
determined by action of the Board of Directors prior to such time as any Person
becomes an Acquiring Person) after the date of the commencement by any Person
(other than an Exempted Entity) of, or of the first public announcement of the
intention of such Person (other than an Exempted Entity) to commence, a tender
or exchange offer the consummation of which would result in any Person (other
than an Exempted Entity) becoming the Beneficial Owner of 10% or more of the
shares of Common Stock then outstanding (including, in the case of both clause
(i) and (ii), any such date which is after the date of this Rights Agreement and
prior to the issuance of the Rights) (the earlier of such dates being herein
referred to as the “Distribution
Date”), (x) the Rights will be evidenced (subject to the provisions of
Section 3(b)
hereof) by the certificates for Common Stock registered in the names of the
holders thereof and not by separate Right Certificates (as defined below), and
(y) the Rights will be transferable only in connection with the transfer of
Common Stock.  As soon as practicable after the Distribution Date, the
Company will prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent (and the Rights Agent will, if requested
and provided with all necessary information, send) by first-class, insured,
postage-prepaid mail, to each record holder of Common Stock as of the close of
business on the Distribution Date (other than any Acquiring Person or any
Associate or Affiliate of an Acquiring Person), at the address of such holder
shown on the records of the Company, a Right Certificate, in substantially the
form of Exhibit B hereto (a “Right
Certificate”), evidencing one Right (subject to adjustment as provided
herein) for each share of Common Stock so held.  As of and after the
Distribution Date, the Rights will be evidenced solely by such Right
Certificates.

     

    The
Company shall promptly notify the Rights Agent in writing upon the occurrence of
the Distribution Date and, if such notification is given orally, the Company
shall confirm same in writing on or prior to the Business Day next
following.   Until such notice is received by the Rights Agent,
the Rights Agent may presume conclusively for all purposes that the Distribution
Date has not occurred.

     

    (b)   As
promptly as practicable following the Record Date, the Company will send a copy
of a Summary of Rights to Purchase Shares of Series A Preferred Stock, in
substantially the form of Exhibit C hereto (the “Summary of
Rights”), by electronic mail, to each record holder of Common Stock as of
the close of business on the Record Date (other than any Acquiring Person or any
Associate or Affiliate of any Acquiring Person), at the address of such holder
shown on the records of the Company; provided, however, the Company
will send a copy of the Summary of Rights by first-class, postage-prepaid mail
to each record holder who so requests upon receipt of the electronic mail or who
has not consented to receive communications by electronic
delivery.  With respect to shares of Common Stock outstanding as of
the Record Date, until the Distribution Date, the Rights associated with such
shares will be evidenced by the share certificate for such shares of Common
Stock registered in the names of the holders thereof together with the Summary
of Rights.  Until the Distribution Date (or, if earlier, the
Expiration Date), the surrender for transfer of any certificate for Common Stock
outstanding on the Record Date, with or without a copy of the Summary of Rights,
shall also constitute the transfer of the Rights associated with the Common
Stock represented thereby.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (c)   Rights
shall be issued in respect of all shares of Common Stock issued or disposed of
(including, without limitation, upon disposition of Common Stock out of treasury
stock or issuance or reissuance of Common Stock out of authorized but unissued
shares) after the Record Date but prior to the earlier of the Distribution Date
and the Expiration Date, or in certain circumstances provided in Section 22 hereof,
after the Distribution Date.  Certificates issued for Common Stock
(including, without limitation, upon transfer of outstanding Common Stock,
disposition of Common Stock out of treasury stock or issuance or reissuance of
Common Stock out of authorized but unissued shares) after the Record Date but
prior to the earlier of the Distribution Date and the Expiration Date shall have
impressed on, printed on, written on or otherwise affixed to them a legend in
substantially the following form:

     

    “THIS
CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS
SET FORTH IN A RIGHTS AGREEMENT BETWEEN MICHIGAN COMMERCE BANCORP LIMITED AND
MELLON INVESTOR SERVICES LLC, AS RIGHTS AGENT, DATED AS OF
[      ], 2009, AS THE SAME MAY BE AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME (THE “RIGHTS
AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY
REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF
MICHIGAN COMMERCE BANCORP LIMITED UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN
THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND
WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE.  MICHIGAN COMMERCE
BANCORP LIMITED WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS
AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST
THEREFOR.  UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS
AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN
ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES
THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE
TRANSFERABLE.”

     

    With
respect to such certificates containing substantially the foregoing legend,
until the Distribution Date, 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 such certificate, except as otherwise
provided herein, shall also constitute the transfer of the Rights associated
with the Common Stock represented thereby.  In the event that the
Company purchases or otherwise acquires any Common Stock after the Record Date
but prior to the Distribution Date, any Rights associated with such Common Stock
shall be deemed cancelled and retired so that the Company shall not be entitled
to exercise any Rights associated with the shares of Common Stock which are no
longer outstanding.

     

    Notwithstanding
this paragraph (c), the omission of a legend shall not affect the enforceability
of any part of this Rights Agreement or the rights of any holder of the
Rights.

     

    
      
        
        

      

      
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    4. Form of
Right Certificates.  The Right
Certificates (and the forms of election to purchase shares and of assignment to
be printed on the reverse thereof) shall be substantially in 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 may deem
appropriate (which do not affect the rights, duties or responsibilities of the
Rights Agent) and as are not inconsistent with the provisions of this Rights
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
NASDAQ or of any other stock exchange or automated quotation system on which the
Rights may from time to time be listed, or to conform to
usage.  Subject to the provisions of Sections 11 and 22 hereof, the
Right Certificates shall entitle the holders thereof to purchase such number of
one one-thousandths of a share of Series A Preferred Stock as shall be set forth
therein at the Purchase Price (as determined pursuant to Section 7), but the
amount and type of securities purchasable upon the exercise of each Right and
the Purchase Price thereof shall be subject to adjustment as provided
herein.

     

    5. Countersignature
and Registration.

     

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

     

    (b)   Following
the Distribution Date, receipt by the Rights Agent of notice to that effect and
all other relevant information referred to in Section 3(a), the Rights Agent
will keep or cause to be kept, at its office designated for such purpose, books
for registration and transfer of the Right Certificates issued
hereunder.  Such books shall show the names and addresses of the
respective holders of the Right Certificates, the number of Rights evidenced on
its face by each of the Right Certificates and the date of each of the Right
Certificates.

     

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

     

    (a)   Subject
to the provisions of this Rights Agreement, at any time after the close of
business on the Distribution Date, and prior to the close of business on the
Expiration Date, any Right Certificate or Right Certificates may be transferred,
split up, combined or 

     

    
      
        
        

      

      
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    exchanged
for another Right Certificate or Right Certificates (other than Right
Certificates representing Rights that have become null and void pursuant to
Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24
hereof), entitling the registered holder to purchase a like number of one
one-thousandths of a share of Series A Preferred Stock (or, following such time,
other securities, cash or assets as the case may be) as the Right Certificate or
Right Certificates surrendered then entitled such holder to
purchase.  Any registered holder desiring to transfer, split up,
combine or exchange any Right Certificate or Right Certificates shall make such
request in writing delivered to the Rights Agent, and shall surrender the Right
Certificate or Right Certificates to be transferred, split up, combined or
exchanged at the office of the Rights Agent designated for such
purpose.  The Right Certificates are transferable only on the registry
books of the Rights Agent.  Neither the Rights Agent nor the Company
shall be obligated to take any action whatsoever with respect to the transfer of
any such surrendered Right Certificate or Certificates until the registered
holder thereof shall have (i) properly completed and duly signed the certificate
contained in the form of assignment set forth on the reverse side of each such
Right Certificate, (ii) provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) thereof and of the Rights
evidenced thereby and the Affiliates and Associates of such Beneficial Owner (or
former Beneficial Owner) as the Company or the Rights Agent shall reasonably
request, and (iii) paid a sum sufficient to cover any tax or charge that may be
imposed in connection with any transfer, split up, combination or exchange of
Right Certificates as required by Section 9(e) hereof.  Thereupon the
Rights Agent, subject to the provisions of this Rights Agreement, shall
countersign and deliver to the Person entitled thereto a Right Certificate or
Right Certificates, as the case may be, as so requested, registered in such name
or names as may be designated by the surrendering registered
holder.  The Company may require payment of a sum sufficient to cover
any tax or charge that may be imposed in connection with any transfer, split up,
combination or exchange of Right Certificates.  The Rights Agent shall
have no duty or obligation to take action under any Section of this Agreement
that requires the payment of taxes and/or charges unless and until the Rights
Agent is satisfied that all such taxes and/or charges have been
paid.

     

    (b)   Subject
to the provisions of this Rights Agreement, at any time after the Distribution
Date and prior to the Expiration Date, upon receipt by the Company and the
Rights Agent of evidence satisfactory to them of the loss, theft, destruction or
mutilation of a Right Certificate, and, in case of loss, theft or destruction,
of indemnity or security satisfactory to them, and reimbursement to the Company
and the Rights Agent of all reasonable expenses incidental thereto, and upon
surrender to the Rights Agent and cancellation of the Right Certificate if
mutilated, the Company will make and deliver a new Right Certificate of like
tenor to the Rights Agent for countersignature and delivery to the registered
holder in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.

     

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

     

    (a)   Except as
otherwise provided herein, the Rights shall become exercisable on the
Distribution Date, and thereafter the registered holder of any Right Certificate
may, subject to Section 11(a)(ii)
hereof and except as otherwise provided herein, exercise the Rights evidenced
thereby in whole or in part upon surrender of the Right Certificate, with the
form of election to purchase on the reverse side thereof properly completed and
duly executed, to the Rights Agent at the office of the Rights Agent designated
for such purpose, together with 

     

    
      
        
        

      

      
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    payment
of the Purchase Price for each one one-thousandth of a share of Series A
Preferred Stock (or other securities, cash or assets, as the case may be) as to
which the Rights are exercised and an amount equal to any tax or charge required
to be paid under Section 9(e) hereof, by certified check, cashier’s check, bank
draft or money order payable to the order of the Company, at any time which is
both after the Distribution Date and prior to the time (the “Expiration
Date”) that is the earliest of (i) the close of business on July 21, 2014
(the “Final
Expiration Date”), (ii) the time at which the Rights are redeemed as
provided in Section
23 hereof (the “Redemption
Date”) or (iii) the time at which such Rights are exchanged as provided
in Section 24
hereof.  Except for those provisions herein which expressly survive
the termination of this Agreement, this Agreement shall terminate at such time
as the Rights are no longer exercisable hereunder.

     

    (b)   The
purchase price (the “Purchase
Price”) shall be initially $5.00 for each one one-thousandth of a share
of Series A Preferred Stock purchasable upon the exercise of a
Right.  The Purchase Price and the number of one one-thousandths of a
share of Series A Preferred Stock or other securities or property to be acquired
upon exercise of a Right shall be subject to adjustment from time to time as
provided in Sections
11 and 13 hereof and shall be payable in lawful money of the United
States of America in accordance with paragraph (c) of this Section
7.

     

    (c)   Except as
otherwise provided herein, upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase properly completed and
duly executed, accompanied by payment of the aggregate Purchase Price for the
number of shares of Series A Preferred Stock to be purchased and an amount equal
to any applicable transfer tax required to be paid by the holder of such Right
Certificate in accordance with Section 9(e) hereof,
by certified check, cashier’s check, bank draft or money order payable to the
order of the Company, subject to Section 20(j), the Rights Agent shall thereupon
promptly (i) (A) requisition from any transfer agent of the Series A Preferred
Stock or make available if the Rights Agent is the transfer agent for the Series
A Preferred Stock certificates for the number of shares of Series A Preferred
Stock to be purchased (and the Company hereby irrevocably authorizes its
transfer agent to comply with all such requests), or (B) requisition from the
depositary agent appointed by the Company depositary receipts representing
interests in such number of one one-thousandths of a share of Series A Preferred
Stock as are to be purchased, in which case certificates for the Series A
Preferred Stock represented by such receipts shall be deposited by the transfer
agent with the depositary agent (and the Company hereby directs the depositary
agent to comply with such request), (ii) when necessary to comply with this
Rights Agreement, requisition from the Company the amount of cash to be paid in
lieu of issuance of fractional shares in accordance with Section 14 hereof,
(iii) 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
Right Certificate, registered in such name or names as may be designated by such
holder and (iv) when necessary to comply with this Rights Agreement, after
receipt, promptly deliver such cash to or upon the order of the registered
holder of such Right Certificate.

     

    (d)   Except as
otherwise provided herein, in case the registered holder of any Right
Certificate shall exercise less than all the Rights evidenced thereby, a new
Right Certificate evidencing Rights equivalent to the exercisable Rights
remaining unexercised shall be 

     

    
      
        
        

      

      
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    issued by
the Rights Agent to the registered holder of such Right Certificate or to his
duly authorized assigns, subject to the provisions of Section 14
hereof.

     

    (e)   Notwithstanding
anything in this Rights Agreement to the contrary, neither the Rights Agent nor
the Company shall be obligated to undertake any action with respect to a
registered holder of Rights or other securities upon the occurrence of any
purported transfer or exercise of Rights pursuant to Section 6 hereof or
this Section 7
unless such registered holder shall have (i) properly completed and duly signed
the certificate contained in the form of assignment or election to purchase set
forth on the reverse side of the Right Certificate surrendered for such transfer
or exercise and (ii) provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) thereof and of the Rights
evidenced thereby and of the Affiliates and Associates of such Beneficial Owner
(or former Beneficial Owner) as the Company or the Rights Agent shall reasonably
request.

     

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

     

    9. Availability
of Shares of Series A Preferred Stock.

     

    (a)   The
Company covenants and agrees that it will cause to be reserved and kept
available out of its authorized and unissued shares of Series A Preferred Stock
or any shares of Series A Preferred Stock held in its treasury, the number of
shares of Series A Preferred Stock that will be sufficient to permit the
exercise in full of all outstanding Rights.

     

    (b)   So long
as the shares of Series A Preferred Stock (and, following the time that a Person
becomes an Acquiring Person, shares of Common Stock and other securities)
issuable upon the exercise of Rights may be listed or admitted to trading on
NASDAQ or listed on any other national securities exchange or quotation system,
the Company shall use its best efforts to cause, from and after such time as the
Rights become exercisable, all shares reserved for such issuance to be listed or
admitted to trading on NASDAQ or listed on any other exchange or quotation
system upon official notice of issuance upon such exercise.

     

    (c)   From and
after such time as the Rights become exercisable, the Company shall use its best
efforts, if then necessary to permit the issuance of shares of Series A
Preferred Stock (and following the time that a Person first becomes an Acquiring
Person, shares of Common Stock and other securities) upon the exercise of
Rights, to register and qualify such shares of Series A Preferred Stock (and
following the time that a Person first becomes an Acquiring Person, shares of
Common Stock and other securities) under the Securities Act and 

     

    
      
        
        

      

      
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    any
applicable state securities or “Blue Sky” laws (to the extent exemptions
therefrom are not available), cause such registration statement and
qualifications to become effective as soon as possible after such filing and
keep such registration and qualifications effective until the earlier of (x) the
date as of which the Rights are no longer exercisable for such securities and
(y) the Expiration Date.  The Company may temporarily suspend, for a
period of time not to exceed ninety (90) days, the exercisability of the Rights
in order to prepare and file a registration statement under the Securities Act
and permit it to become effective.  Upon any such suspension, the
Company shall issue a public announcement stating that the exercisability of the
Rights has been temporarily suspended, as well as a public announcement at such
time as the suspension is no longer in effect.  The Company shall
notify the Rights Agent whenever it makes a public announcement pursuant to this
Section 9(c) and give the Rights Agent a copy of such
announcement.  Notwithstanding any provision of this Rights Agreement
to the contrary, the Rights shall not be exercisable in any jurisdiction unless
the requisite qualification or exemption in such jurisdiction shall have been
obtained and until a registration statement under the Securities Act (if
required) shall have been declared effective.

     

    (d)   The
Company covenants and agrees that it will take all such action as may be
necessary to ensure that all shares of Series A Preferred Stock (and, following
the time that a Person becomes an Acquiring Person, shares of Common Stock and
other securities) delivered upon exercise of Rights shall, at the time of
delivery of the certificates therefor (subject to payment of the Purchase
Price), be duly and validly authorized and issued and fully paid and
nonassessable shares.

     

    (e)   The
Company further covenants and agrees that it will pay when due and payable any
and all federal and state taxes and charges which may be payable in respect of
the issuance or delivery of the Right Certificates or of any shares of Series A
Preferred Stock (or shares of Common Stock or other securities) upon the
exercise of Rights.  The Company shall not, however, be required to
pay any tax or charge which may be payable in respect of any transfer or
delivery of Right Certificates to a Person other than, or the issuance or
delivery of certificates or depositary receipts for the Series A Preferred Stock
(or shares of Common Stock or other securities) in a name other than that of,
the registered holder of the Right Certificate evidencing Rights surrendered for
exercise or to issue or deliver any certificates or depositary receipts for
Series A Preferred Stock (or shares of Common Stock or other securities) upon
the exercise of any Rights until any such tax or charge shall have been paid
(any such tax or charge being payable by that holder of such Right Certificate
at the time of surrender) or until it has been established to the Company’s or
the Rights Agent’s reasonable satisfaction that no such tax or charge is
due.

     

    10. Series A
Preferred Stock Record Date.  Each
Person in whose name any certificate for Series A Preferred Stock is issued upon
the exercise of Rights shall for all purposes be deemed to have become the
holder of record of the shares of Series A Preferred Stock represented thereby
on, and such certificate shall be dated, the date upon which the Right
Certificate evidencing such Rights was duly surrendered and payment of the
Purchase Price (and any applicable taxes or charges) was duly made; provided,
however, that if the date of such surrender and payment is a date upon which the
Series A Preferred Stock transfer books of the Company are closed, such Person
shall be deemed to have become the record holder of such shares on, and such
certificate shall be dated, the next succeeding Business Day on which
such

     

    
      
        
        

      

      
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    transfer
books are open.  Prior to the exercise of the Rights evidenced
thereby, the holder of a Right Certificate shall not be entitled to any rights
of a holder of Series A Preferred Stock for which the Rights shall be
exercisable, including, without limitation, the right to vote or to receive
dividends or other distributions, 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 and Number of Rights. 
The
Purchase Price, the number of shares of Series A Preferred Stock or other
securities or property purchasable upon exercise of each Right and the number of
Rights outstanding are subject to adjustment from time to time as provided in
this Section
11.

     

    (a) 

     

    (i)   In the
event the Company shall at any time after the date of this Agreement (A) declare
a dividend on the Series A Preferred Stock payable in shares of Series A
Preferred Stock, (B) subdivide the outstanding shares of Series A Preferred
Stock, combine the outstanding shares of Series A Preferred Stock into a smaller
number of shares of Series A Preferred Stock or (D) issue any shares of its
capital stock in a reclassification of the shares of Series A 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), 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, as the
case may be, and the number and kind of shares of capital stock issuable on such
date, shall be proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive the aggregate number and
kind of shares of capital stock which, if such Right had been exercised
immediately prior to such date and at a time when the Series A Preferred Stock
transfer books of the Company were open, the holder would have owned upon such
exercise and been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification.

     

    (ii)   Subject
to Section 24
of this Rights Agreement and except as otherwise provided in this Section 11(a)(ii) and
Section
11(a)(iii), in the event that any Person becomes an Acquiring Person,
each holder of a Right shall thereafter have the right to receive, upon exercise
thereof at a price equal to the then-current Purchase Price, in accordance with
the terms of this Rights Agreement and in lieu of shares of Series A Preferred
Stock, such number of shares of Common Stock (or at the option of the Company,
such number of one one-thousandths of a share of Series A Preferred Stock) as
shall equal the result obtained by (x) multiplying the then-current Purchase
Price by the number of one one-thousandths of a share of Series A Preferred
Stock for which a Right is then exercisable and dividing that product by (y) 50%
of the then-current per share market price of the Company’s Common Stock
(determined pursuant to Section 11(d) hereof)
on the date of the occurrence of such event; provided, however, that the
Purchase Price (as so adjusted) and the number of shares of Common Stock so
receivable upon exercise of a Right shall thereafter be subject to further
adjustment as appropriate in accordance with Section 11(f)
hereof.  Notwithstanding anything in this Rights Agreement to the
contrary, however, from and after the time (the “invalidation
time”) when any Person first becomes an Acquiring Person, any Rights that
are beneficially owned by (x) any Acquiring Person (or any Affiliate or
Associate of any Acquiring Person), (y) a transferee of any Acquiring Person (or
any such Affiliate or Associate) who becomes a transferee after the invalidation
time or (z) a 

     

    
      
        
        

      

      
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    transferee
of any Acquiring Person (or any such Affiliate or Associate) who became a
transferee prior to or concurrently with the invalidation time pursuant to
either (I) a transfer from the Acquiring Person to holders of its equity
securities or to any Person with whom it has any continuing agreement,
arrangement or understanding, written or otherwise, regarding the transferred
Rights or (II) a transfer that the Board of Directors has determined is part of
a plan, arrangement or understanding, written or otherwise, which has the
purpose or effect of avoiding the provisions of this paragraph, and subsequent
transferees of such Persons, shall be null and void without any further action
and any holder of such Rights shall thereafter have no rights whatsoever with
respect to such Rights under any provision of this Rights
Agreement.  The Company shall use all reasonable efforts to ensure
that the provisions of this Section 11(a)(ii) are
complied with, but shall have no liability to any holder of Right Certificates
or other Person as a result of its failure to make any determinations with
respect to an Acquiring Person or its Affiliates, Associates or transferees
hereunder.  From and after the invalidation time, no Right Certificate
shall be issued pursuant to Section 3 or Section 6 hereof that
represents Rights that are or have become null and void pursuant to the
provisions of this paragraph, and any Right Certificate delivered to the Rights
Agent that represents Rights that are or have become null and void pursuant to
the provisions of this paragraph shall be cancelled.  From and after
the occurrence of an event specified in Section 13(a) hereof,
any Rights that theretofore have not been exercised pursuant to this Section 11(a)(ii)
shall thereafter be exercisable only in accordance with Section 13 and not
pursuant to this Section
11(a)(ii).  The Company shall give the Rights Agent written
notice of the identity of any such Acquiring Person, Associate or Affiliate, or
the nominee of any of the foregoing, and the Rights Agent may rely on such
notice in carrying out its duties under this Agreement and shall be deemed not
to have any knowledge of the identity of any such Acquiring Person, Associate or
Affiliate, or the nominee of any of the foregoing unless and until it shall have
received such notice.

     

    (iii)   The
Company may at its option substitute for a share of Common Stock issuable upon
the exercise of Rights in accordance with the foregoing subparagraph (ii) such
number or fractions of shares of Series A Preferred Stock having an aggregate
current market value equal to the current per share market price of a share of
Common Stock.  In the event that there shall be an insufficient number
of Common Stock authorized but unissued (and unreserved) to permit the exercise
in full of the Rights in accordance with the foregoing subparagraph (ii), the
Board of Directors shall, with respect to such deficiency, to the extent
permitted by applicable law and any material agreements then in effect to which
the Company is a party (A) determine the excess of (x) the value of the shares
of Common Stock issuable upon the exercise of a Right in accordance with the
foregoing subparagraph (ii) (the “Current
Value”) over (y) the then-current Purchase Price multiplied by the number
of one one-thousandths of shares of Series A Preferred Stock for which a Right
was exercisable immediately prior to the time that the Acquiring Person became
such (such excess, the “Spread”),
and (B) with respect to each Right (other than Rights which have become null and
void pursuant to Section 11(a)(ii)),
make adequate provision to substitute for the shares of Common Stock issuable in
accordance with subparagraph (ii) upon exercise of the Right and payment of the
applicable Purchase Price, (1) cash, (2) a reduction in such Purchase Price, (3)
shares of Series A Preferred Stock or other equity securities of the Company
(including, without limitation, shares or fractions of shares of preferred stock
which, by virtue of having dividend, voting and liquidation rights substantially
comparable to those of the shares of Common Stock, are deemed in good faith by
the Board of Directors to have substantially the same value as the shares of
Common Stock (such shares of 

     

    
      
        
        

      

      
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    preferred
stock and shares or fractions of shares of preferred stock are hereinafter
referred to as “Common Stock
equivalents”), (4) debt securities of the Company, (5) other assets or
(6) any combination of the foregoing, having a value which, when added to the
value of the shares of Common Stock actually issued upon exercise of such Right,
shall have an aggregate value equal to the Current Value (less the amount of any
reduction in such Purchase Price), where such aggregate value has been
determined by the Board of Directors upon the advice of a nationally recognized
investment banking firm selected in good faith by the Board of Directors; provided, however, if the
Company shall not make adequate provision to deliver value pursuant to clause
(B) above within thirty (30) days following but not including the date that the
Acquiring Person became such (the “Section
11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver,
to the extent permitted by applicable law and any material agreements then in
effect to which the Company is a party, upon the surrender for exercise of a
Right and without requiring payment of the Purchase Price, shares of Common
Stock (to the extent available), and then, if necessary, such number or
fractions of shares of Series A Preferred Stock (to the extent available) and
then, if necessary, cash, which shares and/or cash have an aggregate value equal
to the Spread.  If within the thirty (30) day period referred to above
the Board of Directors shall determine in good faith that it is likely that
sufficient additional shares of Common Stock could be authorized for issuance
upon exercise in full of the Rights, then, if the Board of Directors so elects,
such thirty (30) day period may be extended to the extent necessary, but not
more than ninety (90) days after but not including the Section 11(a)(ii)
Trigger Date, in order that the Company may seek stockholder approval for the
authorization of such additional shares (such thirty (30) day period, as it may
be extended, is hereinafter called the “Substitution
Period”).  To the extent that the Company determines that some
action need be taken pursuant to the second and/or third sentence of this Section 11(a)(iii),
the Company (x) shall provide, subject to Section 11(a)(ii)
hereof and the last sentence of this Section 11(a)(iii)
hereof, that such action shall apply uniformly to all outstanding Rights and (y)
may suspend the exercisability of the Rights until the expiration of the
Substitution Period in order to seek any authorization of additional shares
and/or to decide the appropriate form of distribution to be made pursuant to
such second sentence and to determine the value thereof.  In the event
of any such suspension, the Company shall issue a public announcement stating
that the exercisability of the Rights has been temporarily suspended, as well as
a public announcement at such time as the suspension is no longer in
effect.  For purposes of this Section 11(a)(iii),
the value of the shares of Common Stock shall be the current per share market
price (as determined pursuant to Section 11(d)(i)) on
the Section
11(a)(ii) Trigger Date and the per share or fractional value of any
Common Stock equivalent shall be deemed to equal the current per share market
price of the Common Stock.  The Board of Directors of the Company may,
but shall not be required to, establish procedures to allocate the right to
receive shares of Common Stock upon the exercise of the Rights among holders of
Rights pursuant to this Section
11(a)(iii).

     

    (b)   In case
the Company shall fix a record date for the issuance of rights, options or
warrants to all holders of Series A Preferred Stock entitling them (for a period
expiring within 45 calendar days after such record date) to subscribe for or
purchase Series A Preferred Stock (or shares having similar rights, privileges
and preferences as the Series A Preferred Stock (“equivalent
preferred shares”)) or securities convertible into Series A Preferred
Stock or equivalent preferred shares at a price per share of Series A Preferred
Stock or equivalent preferred shares (or having a conversion price per share, if
a security convertible into shares of Series A Preferred Stock or equivalent
preferred shares) less than the then-current per share 

     

    
      
        
        

      

      
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    market
price of the Series A Preferred Stock (determined pursuant to Section 11(d) hereof)
on such record date, the Purchase Price to be in effect after such record date
shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the
number of shares of Series A Preferred Stock and equivalent preferred shares
outstanding on such record date plus the number of shares of Series A Preferred
Stock and equivalent preferred shares which the aggregate offering price of the
total number of such shares so to be offered (and/or the aggregate initial
conversion price of the convertible securities so to be offered) would purchase
at such current market price, and the denominator of which shall be the number
of shares of Series A Preferred Stock and equivalent preferred shares
outstanding on such record date plus the number of additional shares of Series A
Preferred Stock and/or equivalent preferred shares to be offered for
subscription or purchase (or into which the convertible securities so to be
offered are initially convertible); provided, however, that in no event shall
the consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company issuable upon
exercise of one Right.  In case such subscription price may be paid in
a consideration part or all of which shall be in a form other than cash, the
value of such consideration shall be as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent and which shall be binding on the Rights
Agent.  Shares of Series A Preferred Stock and equivalent preferred
shares owned by or held for the account of the Company shall not be deemed
outstanding for the purpose of any such computation.  Such adjustment
shall be made successively whenever such a record date is fixed; and in the
event that such rights, options or warrants are not so issued, the Purchase
Price shall be adjusted to be the Purchase Price which would then be in effect
if such record date had not been fixed.

     

    (c)   In case
the Company shall fix a record date for the making of a distribution to all
holders of the Series A Preferred Stock (including any such distribution made in
connection with a consolidation or merger in which the Company is the continuing
or surviving corporation) of evidences of indebtedness or assets (other than a
regular quarterly cash dividend or a dividend payable in Series A Preferred
Stock) or subscription rights or warrants (excluding those referred to in Section 11(b)
hereof), the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the then-current per
share market price of the Series A Preferred Stock (determined pursuant to Section 11(d) hereof)
on such record date, less the fair market value (as determined in good faith by
the Board of Directors of the Company whose determination shall be described in
a statement filed with the Rights Agent and shall be binding on the Rights
Agent) of the portion of such assets or evidences of indebtedness so to be
distributed or of such subscription rights or warrants applicable to one share
of Series A Preferred Stock, and the denominator of which shall be such current
per share market price of the Series A Preferred Stock.  Such
adjustments shall be made successively whenever such a record date is fixed; and
in the event that such distribution is not so made, the Purchase Price shall
again be adjusted to be the Purchase Price which would then be in effect if such
record date had not been fixed.

     

    (d) 

     

    (i)   Except as
otherwise provided herein, for the purpose of any computation hereunder, the
“current per share market price” of any security (a “Security”
for the 

     

    
      
        
        

      

      
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    purpose
of this Section
11(d)(i)) on any date shall be deemed to be the average of the daily
closing prices per share of such Security for the 30 consecutive Trading Days
(as such term is hereinafter defined) immediately prior to but not including
such date; provided, however, that in the
event that the current per share market price of the Security is determined
during a period following the announcement by the issuer of such Security of (A)
a dividend or distribution on such Security payable in shares of such Security
or securities convertible into such shares, or (B) any subdivision,
combination or reclassification of such Security, and prior to the expiration of
30 Trading Days 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 per share market
price shall be appropriately adjusted to reflect the current market price per
share equivalent of such Security.  The closing price for each day
shall be the last sale price, regular way, or, in case no such sale takes place
on such day, the average of the closing bid and asked prices, regular way, in
either case as reported by (w) the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on NASDAQ or,
(x) if the Security is not listed or admitted to trading on NASDAQ, as reported
in the principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on which the
Security is listed or admitted to trading or, if (y) the Security is not listed
or admitted to trading on any national securities exchange, the last quoted
price or, if not so quoted, the average of the high bid and low asked prices in
the over-the-counter market, as reported by NASDAQ or such other system then in
use, or, (z) if on any such date the Security is not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Security selected by the Board
of Directors of the Company.  The term “Trading
Day” shall mean a day on which the principal national securities exchange
on which the Security is listed or admitted to trading is open for the
transaction of business or, if the Security is not listed or admitted to trading
on any national securities exchange, a Business Day.

     

    (ii)   For the
purpose of any computation hereunder, if the Series A Preferred Stock is
publicly traded, the “current per share market price” of the Series A Preferred
Stock shall be determined in accordance with the method set forth in Section
11(d)(i).  If the Series A Preferred Stock is not publicly
traded but the Common Stock is publicly traded, the “current per share market
price” of the Series A Preferred Stock shall be conclusively deemed to be the
current per share market price of the Common Stock, as determined pursuant to
Section 11(d)(i),
multiplied by one thousand (appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after the date
hereof).  If neither the Common Stock nor the Series A Preferred Stock
is publicly traded, “current per share market price” 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 binding on the Rights Agent.

     

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

     

    
      
        
        

      

      
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    Section 11 shall be
made no later than the earlier of (i) three years from the date of the
transaction which requires such adjustment or (ii) the Expiration
Date.

     

    (f)   If as a
result of an adjustment made pursuant to Section 11(a) hereof,
the holder of any Right thereafter exercised shall become entitled to receive
any shares of capital stock of the Company other than the Series A Preferred
Stock, thereafter the Purchase Price and the number of such other shares so
receivable upon exercise of a 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 Series A Preferred Stock contained in Section 11(a), 11(b), 11(c),
11(e), 11(h), 11(i) and 11(m) and the provisions of Sections 7, 9, 10, 13 and
14 hereof with respect to the Series A Preferred Stock shall apply on
like terms to any such other shares.

     

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

     

    (h)   Unless
the Company shall have exercised its election as provided in Section 11(i),
upon each adjustment of the Purchase Price as a result of the calculations made
in Section 11(b)
and (c), each Right outstanding immediately prior to the making of such
adjustment shall thereafter evidence the right to purchase, at the adjusted
Purchase Price, that number of one one-thousandths of a share of Series A
Preferred Stock (calculated to the nearest one ten- thousandth of a share of
Series A Preferred Stock) obtained by (i) multiplying (x) the number of one
one-thousandths of a share of Series A Preferred Stock purchasable upon the
exercise of a Right immediately prior to such adjustment by (y) the Purchase
Price in effect immediately prior to such adjustment of the Purchase Price and
(ii) dividing the product so obtained by the Purchase Price in effect
immediately after such adjustment of the Purchase Price.

     

    (i)   The
Company may elect on or after the date of any adjustment of the Purchase Price
pursuant to Sections
11(b) or 11(c) hereof to adjust the number of Rights, in substitution for
any adjustment in the number of one one-thousandths of a share of Series A
Preferred Stock purchasable upon the exercise of a Right.  Each of the
Rights outstanding after such adjustment of the number of Rights shall be
exercisable for the number of one one-thousandths of a share of Series A
Preferred Stock for which a Right was exercisable immediately prior to such
adjustment.  Each Right held of record prior to such adjustment of the
number of Rights shall become that number of Rights (calculated to the nearest
one ten-thousandth) obtained by dividing the Purchase Price in effect
immediately prior to adjustment of the Purchase Price by the Purchase Price in
effect immediately after adjustment of the Purchase Price.  The
Company shall make a public announcement (with prompt written notice thereof to
the Rights Agent) of its election to adjust the number of Rights, indicating the
record date for the adjustment, and, if known at the time, the amount of the
adjustment to be made.  This record date may be the date on which the
Purchase Price is adjusted or any day thereafter, but, if the Right Certificates
have been issued, shall be at least 10 days later than the date of the public
announcement.  If Right Certificates have been issued, upon each
adjustment of the number of Rights pursuant to this Section 11(i), the
Company may, as promptly as practicable, cause to be distributed to holders of
record of Right Certificates on such record date Right Certificates


     

    
      
        
        

      

      
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    evidencing,
subject to Section
14 hereof, the additional Rights to which such holders shall be entitled
as a result of such adjustment, or, at the option of the Company, shall cause to
be distributed to such holders of record in substitution and replacement for the
Right Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if required by the Company, new Right Certificates
evidencing all the Rights to which such holders shall be entitled as a result of
such adjustment.  Right Certificates so to be distributed shall be
issued, executed and delivered by the Company, and countersigned and delivered
by the Rights Agent in the manner provided for herein and shall be registered in
the names of the holders of record of Right Certificates on the record date
specified in the public announcement.

     

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

     

    (k)   Reserved.

     

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

     

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

     

    (n)   Notwithstanding
anything in this Rights Agreement to the contrary, in the event that at any time
after the date of this Rights Agreement and prior to the Distribution Date, the
Company shall (i) declare or pay any dividend on the Common Stock payable in
Common Stock or (ii) effect a subdivision, combination or consolidation of the
Common Stock (by reclassification or otherwise than by payment of a dividend
payable in Common Stock) into a greater or lesser number of shares of Common
Stock, then in any such case, the number of 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Rights
associated with each share of Common Stock then outstanding, or issued or
delivered thereafter, shall be proportionately adjusted so that the number of
Rights thereafter associated with each share of Common Stock following any such
event shall equal the result obtained by multiplying the number of Rights
associated with each share of Common Stock immediately prior to such event by a
fraction the numerator of which shall be the total number of shares of Common
Stock outstanding immediately prior to the occurrence of the event and the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately following the occurrence of such event.

     

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

     

    12. Certificate
of Adjusted Purchase Price or Number of Shares.  Whenever
an adjustment is made or any event affecting the Rights or their exercisability
(including, without limitation, an event which causes the Rights to become null
and void) occurs as provided in Section 11 or 13
hereof, the Company shall promptly (a) prepare a certificate setting forth such
adjustment or describing such event, and a brief, reasonably detailed statement
of the facts, computations and methodology accounting for such adjustment, (b)
file with the Rights Agent and with each transfer agent for the Common Stock or
the Series A Preferred Stock a copy of such certificate and (c) mail a brief
summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if
so required under Section 25
hereof).  The Rights Agent shall be fully protected in relying on any
such certificate and on any adjustment or statement therein contained and shall
have no liability with respect to, and shall not be deemed to have knowledge of
any such adjustment or any such event unless and until it shall have received
such certificate.

     

    13. Consolidation,
Merger or Sale or Transfer of Assets or Earnings Power.

     

    (a)   In the
event, directly or indirectly, at any time after any Person has become an
Acquiring Person, (i) the Company shall merge with and into any other Person
(other than one or more of its wholly-owned Subsidiaries), (ii) any Person
(other than one or more of its wholly-owned Subsidiaries), shall consolidate
with the Company, or any Person (other than one or more of its wholly-owned
Subsidiaries), shall merge with and into the Company and the Company shall be
the continuing or surviving corporation of such merger and, in connection with
such merger, all or part of the Common Stock shall be changed into or exchanged
for stock or other securities of any other Person (or of the Company) or cash or
any other property, or (iii) the Company shall sell or otherwise transfer (or
one or more of its Subsidiaries shall sell or otherwise transfer), in one or
more transactions, assets or earning power aggregating to 50% or more of the
assets or earning power of the Company and its Subsidiaries (taken as a whole)
to any other Person (other than the Company or one or more of its wholly-owned
Subsidiaries), then, and in each such case, proper provision shall be made so
that:

     

    (A)   each
holder of record of a Right (other than Rights which have become null and void
pursuant to Section
11(a)(ii)) shall thereafter have the right to receive, 

     

    
      
        
        

      

      
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    upon the
exercise thereof at a price equal to the then-current Purchase Price multiplied
by the number of one one-thousandths of a share of Series A Preferred Stock for
which a Right was exercisable (whether or not such Right was then exercisable)
immediately prior to the time that any Person first became an Acquiring Person
(each as subsequently adjusted thereafter pursuant to Section 11(a)(i), 11(b),
11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of
this Rights Agreement and in lieu of Series A Preferred Stock, such number of
validly issued, fully paid and non-assessable and freely tradeable shares of
Common Stock of the Principal Party (as defined below) not subject to any liens,
encumbrances, rights of first refusal or other adverse claims, as shall be equal
to the result obtained by (1) multiplying the then-current Purchase Price by the
number of one one-thousandths of a share of Series A Preferred Stock for which a
Right was exercisable immediately prior to the time that any Person first became
an Acquiring Person (as subsequently adjusted thereafter pursuant to Section 11(a)(i), 11(b), 11
(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product by 50%
of the then-current per share market price of the Common Stock of such Principal
Party (determined pursuant to Section 11(d)(i)
hereof) on the date of consummation of such consolidation, merger, sale or
transfer; provided that the Purchase Price and the number of shares of Common
Stock of such Principal Party issuable upon exercise of each Right shall be
further adjusted as provided in Section 11(f) of this
Rights Agreement to reflect any events occurring in respect of such Principal
Party after the date of such consolidation, merger, sale or
transfer;

     

    (B)   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 Rights Agreement;

     

    (C)   the term
“Company” as used herein shall thereafter be deemed to refer to such Principal
Party; and

     

    (D)   such
Principal Party shall take such steps (including, but not limited to, the
reservation of a sufficient number of its shares of its Common Stock) in
connection with such consummation of any such transaction as may be necessary to
assure that the provisions hereof shall thereafter be applicable, as nearly as
reasonably may be, in relation to the shares of its Common Stock thereafter
deliverable upon the exercise of the Rights; provided that, upon the subsequent
occurrence of any consolidation, merger, sale or transfer of assets or other
extraordinary transaction in respect of such Principal Party, each holder of a
Right shall thereupon be entitled to receive, upon exercise of a Right and
payment of the Purchase Price as provided in this Section 13(a), such
cash, shares, rights, warrants and other property which such holder would have
been entitled to receive had such holder, at the time of such transaction, owned
the Common Stock of the Principal Party receivable upon the exercise of a Right
pursuant to this Section 13 (a), and
such Principal Party shall take such steps (including, but not limited to,
reservation of shares of stock) as may be necessary to permit the subsequent
exercise of the Rights in accordance with the terms hereof for such cash,
shares, rights, warrants and other property.

     

    (b)   “Principal
Party” shall mean:

     

    (i)   in the
case of any transaction described in clauses (i) or (ii) of the first sentence
of Section
13(a) hereof: (A) the Person that is the issuer of the securities into
which 

     

    
      
        
        

      

      
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    the
shares of Common Stock are converted in such merger or consolidation, or, if
there is more than one such issuer, the issuer of the shares of Common Stock of
which have the greatest aggregate market value of shares outstanding, or (B) if
no securities are so issued, (x) the Person that is the other party to the
merger, if such Person survives said merger, or, if there is more than one such
Person, the Person the shares of Common Stock of which have the greatest
aggregate market value of shares outstanding or (y) if the Person that is the
other party to the merger does not survive the merger, the Person that does
survive the merger (including the Company if it survives) or (z) the Person
resulting from the consolidation; and

     

    (ii)   in the
case of any transaction described in clause (iii) of the first sentence in Section 13(a) hereof,
the Person that is the party receiving the greatest portion of the assets or
earning power transferred pursuant to such transaction or transactions, or, if
each Person that is a party to such transaction or transactions receives the
same portion of the assets or earning power so transferred or if the Person
receiving the greatest portion of the assets or earning power cannot be
determined, whichever of such Persons is the issuer of Common Stock having the
greatest aggregate market value of shares outstanding; provided, however, that in any
such case described in the foregoing clause (b)(i) or (b)(ii), if the Common
Stock of such Person is not at such time or has not been continuously over the
preceding 12-month period registered under Section 12 of the
Exchange Act, then (1) if such Person is a direct or indirect Subsidiary of
another Person the Common Stock of which is and has been so registered, the term
“Principal Party” shall refer to such other Person, or (2) if such Person is a
Subsidiary, directly or indirectly, of more than one Person, and the Common
Stock of all of such persons have been so registered, the term “Principal Party”
shall refer to whichever of such Persons is the issuer of Common Stock having
the greatest aggregate market value of shares outstanding, or (3) if 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 clauses (1) and (2) above shall apply to each of the owners
having an interest in the venture as if the Person owned by the joint venture
was a Subsidiary of both or all of such joint venturers, and the Principal Party
in each such case shall bear the obligations set forth in this Section 13 in the
same ratio as its interest in such Person bears to the total of such
interests.

     

    (c)   The
Company shall not consummate any consolidation, merger, sale or transfer
referred to in Section
13(a) hereof unless prior thereto the Company and the Principal Party
involved therein shall have executed and delivered to the Rights Agent an
agreement confirming that the requirements of Sections 13(a) and
(b) hereof shall promptly be performed in accordance with their terms and
that such consolidation, merger, sale or transfer of assets shall not result in
a default by the Principal Party under this Rights Agreement as the same shall
have been assumed by the Principal Party pursuant to Sections 13(a) and
(b) hereof and providing that, as soon as practicable after executing
such agreement pursuant to this Section 13, the
Principal Party will:

     

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

     

    
      
        
        

      

      
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    Securities
Act) until the Expiration Date, and similarly comply with applicable state
securities laws;

     

    (ii)   use its
best efforts, if the Common Stock of the Principal Party shall be listed or
admitted to trading on NASDAQ or on another national securities exchange, to
list or admit to trading (or continue the listing of) the Rights and the
securities purchasable upon exercise of the Rights on NASDAQ or such securities
exchange, or, if the Common Stock of the Principal Party shall not be listed or
admitted to trading on NASDAQ or a national securities exchange, to cause the
Rights and the securities receivable upon exercise of the Rights to be reported
by such other system then in use;

     

    (iii)   deliver
to holders of the Rights historical financial statements for the Principal Party
which comply in all respects with the requirements for registration on Form 10
(or any successor form) under the Exchange Act; and

     

    (iv)   obtain
waivers of any rights of first refusal or preemptive rights in respect of the
Common Stock of the Principal Party subject to purchase upon exercise of
outstanding Rights.

     

    (d)   In case
the Principal Party has a provision in any of its authorized securities or in
its certificate of incorporation or by-laws or other instrument governing its
affairs, which provision would have the effect of (i) causing such Principal
Party to issue (other than to holders of Rights pursuant to this Section 13), in
connection with, or as a consequence of, the consummation of a transaction
referred to in this Section 13, shares of
Common Stock or Common Stock equivalents of such Principal Party at less than
the then-current market price per share thereof (determined pursuant to Section 11(d) hereof)
or securities exercisable for, or convertible into, Common Stock or Common Stock
equivalents of such Principal Party at less than such then-current market price,
or (ii) providing for any special payment, tax or similar provision in
connection with the issuance of the Common Stock of such Principal Party
pursuant to the provisions of Section 13, then, in
such event, the Company hereby agrees with each holder of Rights that it shall
not consummate any such transaction unless prior thereto the Company and such
Principal Party shall have executed and delivered to the Rights Agent a
supplemental agreement providing that the provision in question of such
Principal Party shall have been canceled, waived or amended, or that the
authorized securities shall be redeemed, so that the applicable provision will
have no effect in connection with, or as a consequence of, the consummation of
the proposed transaction.

     

    (e) The
Company covenants and agrees that it shall not, at any time after a Person first
becomes an Acquiring Person enter into any transaction of the type contemplated
by Sections
13(a)(i)-(iii) hereof if (x) at the time of or immediately after such
consolidation, merger, sale, transfer or other transaction there are any rights,
warrants or other instruments or securities outstanding or agreements in effect
which would substantially diminish or otherwise eliminate the benefits intended
to be afforded by the Rights, (y) prior to, simultaneously with or immediately
after such consolidation, merger, sale, transfer or other transaction, the
stockholders of the Person who constitutes, or would constitute, the Principal
Party for purposes of Section 13(b) hereof
shall have received a distribution of Rights previously owned by such Person or
any 

     

    
      
        
        

      

      
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    of its
Affiliates or Associates or (z) the form or nature of organization of the
Principal Party would preclude or limit the exercisability of the
Rights.

     

    14. Fractional
Rights and Fractional Shares.

     

    (a)   The
Company shall not be required to issue fractions of Rights (except prior to the
Distribution Date in accordance with Section 11(n) hereof)
or to distribute Right Certificates which evidence fractional
Rights.  In lieu of such fractional Rights, there shall be paid to the
registered holders of the Right Certificates with regard to which such
fractional Rights would otherwise be issuable, an amount in cash equal to the
same fraction of the current market value of a whole Right.  For the
purposes of this Section 14(a), the
current market value of a whole Right shall be the closing price of the Rights
for the Trading Day immediately prior to the date on which such fractional
Rights would have been otherwise issuable.  The closing price for any
day shall be the last sale price, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked prices, regular way,
in either case as reported by (w) the principal consolidated transaction
reporting system with respect to securities listed or admitted to trading on
NASDAQ or, (x) if the Rights are not listed or admitted to trading on NASDAQ, as
reported in the principal consolidated transaction reporting system with respect
to securities listed on the principal national securities exchange on which the
Rights are listed or admitted to trading or, (y) if the Rights are not listed or
admitted to trading on any national securities exchange, the last quoted price
or, if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by NASDAQ or such other system then in use
or, (z) if on any such date the Rights are not quoted by any such organization,
the average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Rights selected by the Board of Directors of
the Company.  If on any such date no such market maker is making a
market in the Rights, the fair value of the Rights on such date as determined in
good faith by the Board of Directors of the Company shall be used.

     

    (b)   The
Company shall not be required to issue fractions of shares of Series A Preferred
Stock (other than fractions which are integral multiples of one one-thousandth
of a share of Series A Preferred Stock) upon exercise of the Rights or to
distribute certificates which evidence fractional shares of Series A Preferred
Stock (other than fractions which are integral multiples of one one-thousandth
of a share of Series A Preferred Stock).  Interests in fractions of
Series A Preferred Stock in integral multiples of one one-thousandth of a share
of Series A 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 Series A Preferred Stock represented by such depositary
receipts.  In lieu of fractional shares of Series A Preferred Stock
that are not integral multiples of one one-thousandth of a share of Series A
Preferred Stock, the Company shall pay to the registered holders of Right
Certificates at the time such Rights are exercised for shares of Series A
Preferred Stock as herein provided an amount in cash equal to the same fraction
of the current market value of one share of Series A Preferred
Stock.  For the purposes of this Section 14(b), the
current market value of a share of Series A Preferred Stock shall be the closing
price of a share of Series A Preferred Stock (as determined pursuant to Section 11(d)(ii)
hereof) for the Trading Day immediately prior to the date of such
exercise.

     

     

    
      
        
        

      

      
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    (c)   The
Company shall not be required to issue fractions of shares of Common Stock or to
distribute certificates which evidence fractional shares of Common Stock upon
the exercise or exchange of Rights.  In lieu of such fractional shares
of Common Stock, the Company shall pay to the registered holders of the Right
Certificates at the time such Rights are exercised or exchanged for shares of
Common Stock as herein provided an amount in cash equal to the same fraction of
the current market value of a whole share of Common Stock (as determined in
accordance with Section 11(d)(i)
hereof) for the Trading Day immediately prior to the date of such exercise or
exchange.

     

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

     

    (e)   Whenever
a payment for fractional Rights or fractional shares is to be made by the Rights
Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a
certificate setting forth in reasonable detail the facts related to such
payments and the prices and/or formulas utilized in calculating such payments,
and (ii) provide sufficient monies to the Rights Agent in the form of fully
collected funds to make such payments.  The Rights Agent shall be
fully protected in relying upon such a certificate and shall have no duty with
respect to, and shall not be deemed to have knowledge of any payment for
fractional Rights or fractional shares under any Section of this Agreement
relating to the payment of fractional Rights or fractional shares unless and
until the Rights Agent shall have received such a certificate and sufficient
monies.

     

    15. Rights of
Action.  All
rights of action in respect of this Rights Agreement, excepting the rights of
action given to the Rights Agent under Section 18 hereof,
are vested in the respective registered holders of the Right Certificates (and,
prior to the Distribution Date, the registered holders of the Common Stock); and
any registered holder of any Right 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 Right Certificate (or, prior to the Distribution Date, of
the Common Stock), on such holder’s own behalf and for such holder’s own
benefit, may 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 Right Certificate (or,
prior to the Distribution Date, such Common Stock) in the manner provided in
such Right Certificate and in this Rights 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 Rights Agreement and will be entitled to
specific performance of the obligations under, and injunctive relief against
actual or threatened violations of the obligations of any Person subject to,
this Rights Agreement.

     

    (b)   Notwithstanding
anything in this Agreement to the contrary, neither the Company nor the Rights
Agent shall have any liability to any holder of a Right or other Person as a
result of its inability to perform any of its obligations under this Agreement
by reason of any preliminary or permanent injunction or other order, judgment,
decree or ruling (whether interlocutory or final) issued by a court or by a
governmental, regulatory, self-regulatory or administrative agency or
commission, or any statute, rule, regulation or executive order promulgated or
enacted by any governmental authority, prohibiting or otherwise restraining


     

    
      
        
        

      

      
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    performance
of such obligation; provided, however, that the Company must use all reasonable
efforts to have any such injunction, order, judgment, decree or ruling lifted or
otherwise overturned as soon as possible.

     

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

     

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

     

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

     

    (c)   the
Company and the Rights Agent may deem and treat the Person in whose name the
Right Certificate (or, prior to the Distribution Date, the Common Stock
certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby (notwithstanding any notations of ownership or writing on the
Right Certificates or the 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, subject to Section 7(e) hereof,
shall be affected by any notice to the contrary.

     

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

     

    18. Concerning
the Rights Agent.

     

    (a)   The
Company agrees to pay to the Rights Agent reasonable compensation for all
services rendered by it hereunder and, from time to time, on demand of the
Rights Agent, its reasonable expenses and counsel fees and other disbursements
incurred in the preparation, negotiation, delivery, amendment, administration
and execution of this Rights 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, damage,
judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred
without gross negligence, bad faith or willful misconduct on the part of the
Rights Agent (which gross negligence, bad faith or willful misconduct must be
determined by a final, non-appealable judgment of a court of competent
jurisdiction), for any action taken, suffered or omitted to be taken by the
Rights Agent 

     

    
      
        
        

      

      
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    in
connection with the acceptance, administration, exercise and performance of this
Rights Agreement, including the costs and expenses of defending against any
claim of liability arising therefrom, directly or indirectly.  The
costs and expenses incurred in enforcing this right of indemnification shall be
paid by the Company.  The provisions of this Section 18 and Section 20
below shall survive the termination of this Agreement, the exercise or
expiration of the Rights and the resignation, replacement or removal of the
Rights Agent.

     

    (b)   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 Rights Agreement and the exercise and
performance of its duties hereunder in reliance upon any Right Certificate or
certificate for the Series A Preferred Stock or 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 reasonably believed by it to
be genuine and to be signed, executed and, where necessary, verified or
acknowledged, by the proper Person or Persons, or otherwise upon the advice of
counsel as set forth in Section 20
hereof.  The Rights Agent shall not be deemed to have knowledge of any
event of which it was supposed to receive notice thereof hereunder, and the
Rights Agent shall be fully protected and shall incur no liability for failing
to take such action in connection therewith unless and until it has received
such notice in writing.

     

    19. Merger or
Consolidation or Change of Mellon Investor Services LLC.

     

    (a)   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 shareholder services business of the
Rights Agent or any successor Rights Agent, shall be the successor to the Rights
Agent under this Rights Agreement without the execution or filing of any paper
or any further act on the part of any of the parties hereto; provided, that such
corporation would be eligible for appointment as a successor Rights Agent under
the provisions of Section 21
hereof.  In case at the time such successor Rights Agent shall succeed
to the agency created by this Rights Agreement, any of the Right Certificates
shall have been countersigned but not delivered, such successor Rights Agent may
adopt the countersignature of the predecessor Rights Agent and deliver such
Right Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of such successor Rights Agent; and in all such cases such
Right Certificates shall have the full force provided in the Right Certificates
and in this Rights Agreement.

     

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

     

    
      
        
        

      

      
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    20. Duties of
Rights Agent.  The
Rights Agent undertakes to perform only the duties and obligations expressly
imposed by this Rights Agreement (and no implied duties) upon the following
terms and conditions, by all of which the Company and the holders of Right
Certificates, by their acceptance thereof, shall be bound:

     

    (a)   The
Rights Agent may consult with legal counsel (who may be legal counsel for the
Company or an employee of the Rights Agent), and the advice or opinion of such
counsel shall be full and complete authorization and protection to the Rights
Agent and the Rights Agent shall incur no liability for or in respect of any
action taken, suffered or omitted to be taken by it in accordance with such
advice or opinion.

     

    (b)   Whenever
in the performance of its duties under this Rights Agreement the Rights Agent
shall deem it necessary or desirable that any fact or matter (including, without
limitation, the identity of an Acquiring Person and the determination of the
current per share market price of any security) be proved or established by the
Company prior to taking, suffering  or omitting to take any action
hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by any one of the Chief Executive Officer,
President, any Vice President, the Treasurer or the Secretary of the Company
(each, an “Authorized
Officer”) and delivered to the Rights Agent; and such certificate shall
be full and complete authorization and protection to the Rights Agent and the
Rights Agent shall incur no liability for or in respect of any action taken,
suffered or omitted to be taken by it under the provisions of this Rights
Agreement in reliance upon such certificate.

     

    (c)   The
Rights Agent shall be liable hereunder to the Company and any other Person only
for its own gross negligence, bad faith or willful misconduct (which gross
negligence, bad faith or willful misconduct must be determined by a final,
non-appealable order, judgment, decree or ruling of a court of competent
jurisdiction).  Anything to the contrary notwithstanding, in no event
shall the Rights Agent be liable for special, punitive, indirect, consequential
or incidental loss or damage of any kind whatsoever (including but not limited
to lost  profits), even if the Rights Agent has been advised of the
likelihood of such loss or damage.  Any liability of the Rights Agent
under this Agreement will be limited to the amount of annual fees paid by the
Company to the Rights Agent..

     

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

     

    (e)   The
Rights Agent shall not be liable for or be under any responsibility in respect
of the validity of this Rights Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Rights Agreement or in any Right
Certificate; nor shall it be responsible for any change in the exercisability of
the Rights (including the Rights becoming null and void pursuant to Section 11(a)(ii)
hereof) or any change or adjustment in the terms of the Rights (including the
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    provided
for in Sections 3, 11,
13, 23 and 24, or the ascertaining of the existence of facts that would
require any such change or adjustment (except with respect to the exercise of
Rights evidenced by Right Certificates after receipt of a certificate furnished
pursuant to Section
12, upon which the Rights Agent may rely, describing such change or
adjustment); nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares
of Series A Preferred Stock or other securities to be issued pursuant to this
Rights Agreement or any Right Certificate or as to whether any shares of Series
A Preferred Stock or other securities will, when issued, be validly authorized
and issued, fully paid and nonassessable.

     

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

     

    (g)   The
Rights Agent is hereby authorized and directed to accept instructions with
respect to the performance of its duties hereunder from any person believed by
the Rights Agent to be one of the Authorized Officers, and to apply to such
Authorized Officers for advice or instructions in connection with its duties,
and such instructions shall be full and complete authorization and protection to
the Rights Agent and the Rights Agent shall not be liable for any action taken,
suffered or omitted by it in accordance with instructions of any such Authorized
Officer or for any delay in acting while waiting for those
instructions.  The Rights Agent shall be fully authorized and
protected in relying upon the most recent instructions received by 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, suffered or omitted to be taken by the Rights
Agent under this Rights Agreement and the date on and/or after which such action
shall be taken or suffered or such omission shall be effective.  The
Rights Agent shall not be liable for any action taken or suffered by, or
omission of, the Rights Agent in accordance with a proposal included in any such
application on or after the date specified in such application (which date shall
not be less than five Business Days after the date any Authorized Officer of the
Company actually receives such application, unless any such Authorized Officer
shall have consented in writing to an earlier date) unless, prior to taking any
such action (or the effective date in the case of an omission), the Rights Agent
shall have received written instructions in response to such application
specifying the action to be taken, suffered or omitted.

     

    (h)   The
Rights Agent and any stockholder, affiliate, director, officer or employee of
the Rights Agent may buy, sell or deal in any of the Rights or other securities
of the Company or become pecuniarily interested in any transaction in which the
Company may be interested, or contract with or lend money to the Company or
otherwise act as fully and freely as though it were not Rights Agent under this
Rights Agreement.  Nothing herein shall preclude the Rights
Agent  or any such stockholder, affiliate, director, officer or
employee 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 (through its directors,
officers and employees) or by or through its attorneys or agents, and the Rights
Agent shall not be answerable or accountable for any act, default, neglect or
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    any loss
to the Company or any other Person resulting from any such act, default, neglect
or misconduct, absent gross negligence, willful misconduct or bad faith in the
selection and continued employment thereof (which gross negligence, willful
misconduct or bad faith must be determined by a final, non-appealable judgment
of a court of competent jurisdiction).

     

    (j)   If, with
respect to any Right Certificate surrendered to the Rights Agent for exercise or
transfer, the certificate contained in the form of assignment or the form of
election to purchase set forth on the reverse thereof, as the case may be, has
not been completed to certify the holder is not an Acquiring Person (or an
Affiliate or Associate thereof) or a transferee thereof, the Rights Agent shall
not take any further action with respect to such requested exercise or transfer
without first consulting with the Company.

     

    (k)           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 it believes that
repayment of such funds or adequate indemnification against such risk or
liability is not reasonably assured to it.

     

    21. Change of
Rights Agent.  The
Rights Agent or any successor Rights Agent may resign and be discharged from its
duties under this Rights Agreement upon 30 days’ notice in writing mailed to the
Company and to each transfer agent of the Common Stock or the Series A Preferred
Stock by registered or certified mail, and, following the Distribution Date, to
the holders of the Right Certificates by first-class mail.  The
Company may remove the Rights Agent or any successor Rights Agent upon 30 days’
notice in writing, mailed to the Rights Agent or successor Rights Agent, as the
case may be, and to each transfer agent of the Common Stock or the Series A
Preferred Stock by registered or certified mail, and, following the Distribution
Date, to the holders of the Right Certificates by first-class
mail.  If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Rights Agent.  If the Company shall fail to make such appointment
within a period of 30 days after giving notice of such removal or after it has
been notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Right Certificate (who shall,
with such notice, submit his Right Certificate for inspection by the Company),
then the registered holder of any Right Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent.  Any
successor Rights Agent, whether appointed by the Company or by such a court,
shall be (A) a Person organized and doing business under the laws of the United
States or any State thereof, which is authorized under such laws to exercise
corporate trust or stock transfer powers and is subject to supervision or
examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least $50
million or (B) an affiliate of a Person described in clause (A) of this
sentence.  After appointment, the successor Rights Agent shall be
vested with the same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the
purpose.  Not later than the effective date of any such appointment
the Company shall file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Common Stock or the Series A Preferred
Stock, and, following the Distribution Date, mail a notice thereof in writing to
the registered holders of the Right Certificates.  Failure to give any
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    Section 21, however,
or any defect therein, shall not affect the legality or validity of the
resignation or removal of the Rights Agent or the appointment of the successor
Rights Agent, as the case may be.

     

    22. Issuance
of New Right Certificates.  Notwithstanding
any of the provisions of this Rights Agreement or of the Rights to the contrary,
the Company may, at its option, issue new Right Certificates evidencing Rights
in such forms as may be approved by its Board of Directors to reflect any
adjustment or change in the Purchase Price and the number or kind or class of
shares or other securities or property purchasable under the Right Certificates
made in accordance with the provisions of this Rights Agreement.  In
addition, in connection with the issuance or sale of Common Stock following the
Distribution Date and prior to the Expiration Date, the Company may with respect
to shares of Common Stock so issued or sold pursuant to (i) the exercise of
stock options, (ii) under any employee plan or arrangement, (iii) the
exercise, conversion or exchange of securities, notes or debentures issued by
the Company or (iv) a contractual obligation of the Company, in each case
existing prior to the Distribution Date, issue Right Certificates representing
the appropriate number of Rights in connection with such issuance or
sale.

     

    23. Redemption.

     

    (a)   The Board
of Directors of the Company may, at any time prior to such time as any Person
first becomes an Acquiring Person, redeem all but not less than all the
then-outstanding Rights at a redemption price of $0.01 per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (the “Redemption
Price”).  The redemption of the Rights may be made effective at
such time, on such basis and with such conditions as the Board of Directors in
its sole discretion may establish.  The Company may, at its option,
pay the Redemption Price in cash, shares of Common Stock (based on the current
market price of the Common Stock at the time of redemption as determined
pursuant to Section
11(d)(i) hereof) or any other form of consideration deemed appropriate by
the Board of Directors.

     

    (b)   Immediately
upon the action of the Board of Directors ordering the redemption of the Rights
pursuant to paragraph (a) of this Section 23 (or at
such later time as the Board of Directors may establish for the effectiveness of
such redemption), and without any further action and without any notice, the
right to exercise the Rights will terminate and the only right thereafter of the
holders of Rights shall be to receive the Redemption Price.  The
Company shall promptly give public notice of any such redemption (with prompt
written notice thereof to the Rights Agent); provided, however, that the
failure to give, or any defect in, any such notice shall not affect the validity
of such redemption.  Within 10 days after such action of the Board of
Directors ordering the redemption of the Rights (or such later time as the Board
of Directors may establish for the effectiveness of such redemption), the
Company shall mail a notice of redemption to all the holders of the
then-outstanding Rights at their last addresses as they appear upon the registry
books of the Rights Agent or, prior to the Distribution Date, on the registry
books of the transfer agent for the Common Stock.  Any notice which is
mailed in the manner herein provided shall be deemed given, whether or not the
holder receives the notice.  Each such notice of redemption shall
state the method by which the payment of the Redemption Price will be
made.

     

     

    
      
        
        

      

      
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    24. Exchange.

     

    (a)   The Board
of Directors of the Company may, at its option, at any time after any Person
first becomes an Acquiring Person, exchange all or part of the then-outstanding
and exercisable Rights (which shall not include Rights that have not become
effective or that have become null and void pursuant to the provisions of Section 11(a)(ii)
hereof) for shares of Common Stock at an exchange ratio of one share of Common
Stock (or one-thousandth of a share of Series A Preferred Stock) per Right,
appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such amount per Right being
hereinafter referred to as the “Exchange
Ratio”).  Notwithstanding the foregoing, the Board of Directors
shall not be empowered to effectuate such exchange at any time after an
Acquiring Person becomes the Beneficial Owner of shares of Common Stock
aggregating 50% or more of the shares of Common Stock then
outstanding.  From and after the occurrence of an event specified in
Section 13(a)
hereof, any Rights that theretofore have not been exchanged pursuant to this
Section 24(a)
shall thereafter be exercisable only in accordance with Section 13 and may
not be exchanged pursuant to this Section
24(a).  The exchange of the Rights by the Board of Directors
may be made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish.

     

    (b)   Immediately
upon the effectiveness of the action of the Board of Directors of the Company
ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and
without any further action and without any notice, the right to exercise such
Rights shall terminate and the only right thereafter of a holder of such Rights
shall be to receive that number of shares of Common Stock equal to the number of
such Rights held by such holder multiplied by the Exchange Ratio.  The
Company shall promptly give public notice of any such exchange (with prompt
written notice thereof to the Rights Agent); provided, however, that the
failure to give, or any defect in, such notice shall not affect the validity of
such exchange.  The Company shall promptly mail a notice of any such
exchange to all of the holders of the Rights so exchanged at their last
addresses as they appear upon the registry books of the Rights
Agent.  Any notice which is mailed in the manner herein provided shall
be deemed given, whether or not the holder receives the notice.  Each
such notice of exchange will state the method by which the exchange of the
shares of Common Stock for Rights will be effected and, in the event of any
partial exchange, the number of Rights which will be exchanged.  Any
partial exchange shall be effected pro rata based on the number of Rights (other
than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii)
hereof) held by each holder of Rights.

     

    (c)   The
Company may at its option substitute and, in the event that there shall not be
sufficient shares of Common Stock issued but not outstanding or authorized but
unissued (and unreserved) to permit an exchange of Rights as contemplated in
accordance with this Section 24, the
Company shall substitute to the extent of such insufficiency, for each share of
Common Stock that would otherwise be issuable upon exchange of a Right, a number
of shares of Series A Preferred Stock or fraction thereof (or equivalent
preferred shares as such term is defined in Section 11(b)) such
that the current per share market price (determined pursuant to Section 11(d)
hereof) of one share of Series A Preferred Stock (or equivalent preferred share)
multiplied by such number or fraction is equal to the current per share market
price of one share of Common Stock (determined pursuant to Section 11(d) hereof)
as of the date of such exchange.

     

     

    
      
        
        

      

      
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    25. Notice of
Certain Events.

     

    (a)   In case
the Company shall at any time after the earlier of the Distribution Date or the
Stock Acquisition Date propose (i) to pay any dividend payable in stock of any
class to the holders of its Series A Preferred Stock or to make any other
distribution to the holders of its Series A Preferred Stock (other than a
regular quarterly cash dividend), (ii) to offer to the holders of its Series A
Preferred Stock rights or warrants to subscribe for or to purchase any
additional shares of Series A Preferred Stock or shares of stock of any class or
any other securities, rights or options, (iii) to effect any reclassification of
its Series A Preferred Stock (other than a reclassification involving only the
subdivision or combination of outstanding Series A Preferred Stock), (iv) to
effect the liquidation, dissolution or winding up of the Company, or (v) to
declare or pay any dividend on the Common Stock payable in Common Stock or to
effect a subdivision, combination or consolidation of the Common Stock (by
reclassification or otherwise than by payment of dividends in Common Stock),
then, in each such case, the Company shall give to each holder of a Right
Certificate, in accordance with Section 26 hereof, a
notice of such proposed action, which shall specify the record date for the
purposes of such stock dividend, or distribution or offering of rights or
warrants, or the date on which such liquidation, dissolution, reclassification,
subdivision, combination, consolidation or winding up is to take place and the
date of participation therein by the holders of the Common Stock and/or Series A
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 (i) or (ii) above at least 10
days prior to the record date for determining holders of the Series A Preferred
Stock for purposes of such action, and in the case of any such other action, at
least 10 days prior to the date of the taking of such proposed action or the
date of participation therein by the holders of the Common Stock and/or Series A
Preferred Stock, whichever shall be the earlier.

     

    (b)   In case
any event described in Section 11(a)(ii) or
Section 13
shall occur then the Company shall as soon as practicable thereafter give to
each holder of a Right Certificate (or if occurring prior to the Distribution
Date, the holders of the Common Stock) in accordance with Section 26 hereof, a
notice of the occurrence of such event, which notice shall describe such event
and the consequences of such event to holders of Rights under Section 11(a)(ii) and
Section 13
hereof.

     

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

     

    Michigan Commerce Bancorp
Limited

    220 Washington Square North, Suite
One

    Lansing,
MI  48933

    Attention: [______]

    


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

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    Mellon Investor Services
LLC

    200 W. Monroe Street, Suite
1590

    Chicago,
IL  60606

    Attention:  Relationship
Manager

    


    with a copy to:

    


    Mellon Investor Services
LLC

    Newport Office Center VII

    480 Washington Boulevard

    Jersey City, New
Jersey  07310

    Attention:  General
Counsel

    


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

     

    27. Supplements
and Amendments.  Except as
otherwise provided in this Section 27, for so
long as the Rights are then redeemable, the Company may in its sole and absolute
discretion, and the Rights Agent shall if the Company so directs, supplement or
amend any provision of this Rights Agreement in any respect without the approval
of any holders of the Rights.  At any time when the Rights are no
longer redeemable, except as otherwise provided in this Section 27, the
Company may, and the Rights Agent shall, if the Company so directs, supplement
or amend this Rights Agreement without the approval of any holders of Rights in
order to (i) cure any ambiguity, (ii) correct or supplement any provision
contained herein which may be defective or inconsistent with any other
provisions herein, (iii) shorten or lengthen any time period hereunder, or (iv)
change or supplement the provisions hereunder in any manner which the Company
may deem necessary or desirable; provided, however, that no such
supplement or amendment shall adversely affect the interests of the holders of
Rights as such (other than an Acquiring Person or an Affiliate or Associate of
an Acquiring Person), and no such amendment may cause the Rights again to become
redeemable or cause this Rights Agreement again to become amendable other than
in accordance with this sentence.  Notwithstanding anything contained
in this Rights Agreement to the contrary, (a) no supplement or amendment shall
be made which decreases the Redemption Price and (b) the Rights Agent may, but
shall not be obligated to, enter into any supplement or amendment that affects
the Rights Agent’s own rights, duties, obligations and immunities under this
Agreement.  Upon the delivery of a certificate from an appropriate
officer of the Company which states that the supplement or amendment is in
compliance with the terms of this Section 27, and,
subject to the preceding sentence, the Rights Agent shall execute such
supplement or amendment and the Rights Agent shall not be bound by any amendment
or supplement not executed by it.

     

    28. Successors. 
All the
covenants and provisions of this Rights 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.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

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

     

    30. Determinations
and Actions by the Board of Directors.  The Board
of Directors of the Company shall have the exclusive power and authority to
administer this Rights Agreement and to exercise the rights and powers
specifically granted to the Board of Directors of the Company or to the Company,
or as may be necessary or advisable in the administration of this Rights
Agreement, including, without limitation, the right and power to (i) interpret
the provisions of this Rights Agreement and (ii) make all determinations deemed
necessary or advisable for the administration of this Rights Agreement
(including, without limitation, a determination to redeem or not redeem the
Rights or to amend this Rights 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 of Directors of the Company in good faith, shall (x) be final,
conclusive and binding on the Company, the Rights Agent, the holders of the
Rights, as such, and all other parties, and (y) not subject the Board of
Directors to any liability to the holders of the Rights.  The Rights
Agent is entitled always to assume the Company’s Board of Directors acted in
good faith and shall be fully protected and incur no liability in reliance
thereon.

     

    31. Severability. 
If any
term, provision, covenant or restriction of this Rights Agreement or applicable
to this Rights Agreement is held by a court of competent jurisdiction or other
authority to be invalid, null and void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Rights Agreement shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated; provided, however, that notwithstanding anything in this Agreement
to the contrary, if any such term, provision, covenant or restriction is held by
such court or authority to be invalid, null and void or unenforceable and the
Board determines in its good faith judgment that severing the invalid language
from this Agreement would adversely affect the purpose or effect of this
Agreement, the right of redemption set forth in Section 23 hereof
shall be reinstated (with prompt notice to the Rights Agent) and shall not
expire until the close of business on the tenth Business Day following the date
of such determination by the Board.  Without limiting the foregoing,
if any provision requiring a specific group of Directors of the Company to act
is held to by any court of competent jurisdiction or other authority to be
invalid, null and void or unenforceable, such determination shall then be made
by the Board in accordance with applicable law and the Company’s Articles of
Incorporation and Bylaws; provided further, however, that if such excluded
provision shall affect the rights, immunities, duties or obligations of the
Rights Agent, then the Rights Agents shall be entitled to resign
immediately.

     

    32. Governing
Law.  This
Rights Agreement and each Right Certificate issued hereunder shall be deemed to
be a contract made under the laws of the State of Michigan and for all purposes
shall be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State;
provided, however, that all provisions, regarding the rights, duties,
obligations and liabilities of the Rights Agent 

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within such
State.

     

    33. Counterparts. 
This
Rights 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.

     

    34. Descriptive
Headings.  Descriptive
headings of the several Sections of this Rights 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 malfunctions 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.

     

    Signatures
on the Following Page

     

    


     


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


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

     

       
MICHIGAN COMMERCE BANCORP LIMITED

    


     

    Attest: 
_____________________________                                                     
By: 
_________________________________                                                                      

    Name:

    Title:

    


    


        MELLON INVESTOR
SERVICES LLC,

    as Rights Agent

    


    


    


    Attest: 
_____________________________                                                     
By:  _________________________________                                                                    

    Name:

    Title:

    


    


     


    
      
        
          Signature
Page to Rights Agreement

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    Form
of

    Certificate
of Designations

    of

    Series
A Junior Participating Preferred Stock

    of

    Michigan
Commerce Bancorp Limited

    


    (Pursuant
to Section 450.1302 of the Michigan Business Corporation Act)

    


    Michigan
Commerce Bancorp Limited (the “Corporation”), a
corporation organized and existing under the Michigan Business Corporation Act,
as amended (the “Michigan
Act”), hereby
certifies that, pursuant to authority granted by Article III of the
Articles of Incorporation of the Corporation, as amended (the “Articles of
Incorporation”),
and in accordance with the provisions of Section 450.1302 of the Michigan
Act, the Board of Directors of the Corporation (hereinafter being referred to as
the “Board of
Directors” or the
“Board”) has adopted the following
resolutions, on July 20, 2009:

     

    RESOLVED,
that pursuant to the authority vested in the Board of Directors of the
Corporation  in accordance with the provisions of the Articles of
Incorporation, the Board of Directors hereby creates a series of preferred
stock, no par value per share, of the Corporation, to be designated the “Series
A Junior Participating Preferred Stock” and hereby adopts the resolution
establishing the designations, number of shares, preferences, voting powers and
other rights and the restrictions and limitations thereof, of the shares of such
Series A Junior Participating Stock as set forth below:

     

    1.           Designation
and Amount.  The shares of such series shall be designated as “Series
A Junior Participating Preferred Stock” (the “Series A
Preferred Stock”)
and the number of shares constituting the Series A Preferred Stock shall be
20,000.  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 the Series A Preferred Stock to a
number less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into the Series A Preferred Stock.

    


               2.           Dividends
and Distributions.

    


    (a)           Subject
to the rights of the holders of any shares of any series of preferred stock of
the Corporation (the “Preferred
Stock”) (or any
similar stock) ranking prior and superior to the Series A Preferred Stock with
respect to dividends, the holders of shares of the Series A Preferred Stock, in
preference to the holders of common stock, no par value per share, of the
Corporation (the “Common
Stock”) and of any other stock of the Corporation ranking junior to the
Series A Preferred Stock, shall be entitled to receive, when, as and if declared
by the Board of Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the last day of January, April, July, and
October in each year (each such date being 

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    referred
to herein as a “Dividend Payment
Date”), commencing on the first Dividend Payment Date after the first
issuance of a share or fraction of a share of the Series A Preferred Stock (the
“Issue
Date”), in an amount per share (rounded to the nearest cent) equal to the
greater of (a) $1.00 or (b) 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 other than a dividend payable in shares of
Common Stock, declared on the Common Stock since the immediately preceding
Dividend Payment Date or, with respect to the first Dividend Payment Date, since
the first issuance of any share or fraction of a share of Series A Preferred
Stock.  In the event the Corporation shall at any time after the Issue
Date declare and pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event
under clause (b) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

    


    (b)           The
Corporation shall declare a dividend or distribution on the Series A Preferred
Stock as provided in paragraph (a) of this Section 2 immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Dividend Payment Date and the next subsequent
Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred
Stock shall nevertheless be payable, when, as and if declared, on such
subsequent Dividend Payment Date.

    


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

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

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

    


    (a)           Subject
to the provision for adjustment hereinafter set forth and except as otherwise
provided in the Articles of Incorporation or required by law, each share of
Series A Preferred Stock shall entitle the holder thereof to 1,000 votes on all
matters upon which the holders of the Common Stock of the Corporation are
entitled to vote.  In the event the Corporation shall at any time
after the Issue Date declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the number of votes per
share to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such number by
a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

    


    (b)           Except
as otherwise provided herein, in the Articles of Incorporation or in any other
certificate of designations creating a series of Preferred Stock or any similar
stock, and except as otherwise required by law, the holders of shares of Series
A Preferred Stock and the holders of shares of Common Stock and any other
capital stock of the Corporation having general voting rights shall vote
together as one class on all matters submitted to a vote of stockholders of the
Corporation.

    


    (c)           Except
as set forth herein, or as otherwise provided by law, holders of Series A
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate action.

    


    (d)           If,
at the time of any annual meeting of stockholders for the election of directors,
the equivalent of six quarterly dividends (whether or not consecutive) payable
on any share or shares of Series A Preferred Stock are in default, the number of
directors constituting the Board of Directors of the Corporation shall be
increased by two.  In addition to voting together with the holders of
Common Stock for the election of other directors of the Corporation, the holders
of record of the Series A Preferred Stock, voting separately as a class to the
exclusion of the holders of Common Stock shall be entitled at said meeting of
stockholders (and at each subsequent annual meeting of stockholders), unless all
dividends in arrears on the Series A Preferred Stock have been paid or declared
and set apart for payment prior thereto, to vote for the election of two
directors of the Corporation, the holders of any Series A Preferred Stock being
entitled to cast a number of votes per share of Series A Preferred Stock as is
specified in paragraph (a) of this Section
3.  Each such additional director shall serve until the next
annual meeting of stockholders for the election of directors, or until his
successor shall be elected and shall qualify, or until his right to hold such
office terminates pursuant to the 

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    provisions
of this Section
3(d).  Until the default in payments of all dividends which
permitted the election of said directors shall cease to exist, any director who
shall have been so elected pursuant to the provisions of this Section 3(d) may be
removed at any time, without cause, only by the affirmative vote of the holders
of the shares of Series A Preferred Stock at the time entitled to cast a
majority of the votes entitled to be cast for the election of any such director
at a special meeting of such holders called for that purpose, and any vacancy
thereby created may be filled by the vote of such holders.  If and
when such default shall cease to exist, the holders of the Series A Preferred
Stock shall be divested of the foregoing special voting rights, subject to
revesting in the event of each and every subsequent like default in payments of
dividends.  Upon the termination of the foregoing special voting
rights, the terms of office of all persons who may have been elected directors
pursuant to said special voting rights shall forthwith terminate, and the number
of directors constituting the Board of Directors shall be reduced by
two.  The voting rights granted by this Section 3(d) shall be
in addition to any other voting rights granted to the holders of the Series A
Preferred Stock in this Section
3.

    


               4.           Certain
Restrictions.

    


    (a)           Whenever
quarterly dividends or other dividends or distributions payable on the Series A
Preferred Stock as provided in Section 2 are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not earned or declared, on shares of Series A
Preferred Stock outstanding shall have been paid in full, the Corporation shall
not:

    


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

    


    (ii)           declare
or pay dividends, 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 Preferred Stock, except dividends paid ratably on
the Series A Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the holders of
all such shares are then entitled;

    


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

    


    (iv)           redeem
or purchase or otherwise acquire for consideration any shares of Series A
Preferred Stock, or any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
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.

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    (b)           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 paragraph (a) of this Section 4, purchase
or otherwise acquire such shares at such time and in such manner.

    


               5.           Reacquired
Shares.  Any shares of Series A Preferred Stock purchased or otherwise
acquired by the Corporation in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof.  All such shares
shall upon their retirement 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 any
conditions and restrictions on issuance set forth herein.

    


               6.           Liquidation,
Dissolution or Winding Up.

    


    (a)           Upon
any liquidation, dissolution or winding up of the Corporation, no distribution
shall be made (i) to the holders of the Common Stock or of shares of any other
stock of the Corporation ranking junior, upon liquidation, dissolution or
winding up, to the Series A Preferred Stock unless, prior thereto, the holders
of shares of Series A Preferred Stock shall have received $1,000 per share, plus
an amount equal to accrued and unpaid dividends and distributions thereon,
whether or not earned or declared, to the date of such payment, provided that
the holders of shares of Series A Preferred Stock shall be entitled to receive
an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 1,000 times the aggregate amount to be
distributed per share to holders of shares of Common Stock, or (ii) to the
holders of shares of stock ranking on a parity upon liquidation, dissolution or
winding up with the Series A Preferred Stock, except distributions made ratably
on the Series A Preferred Stock and all such parity stock in proportion to the
total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up.  In the event, however, that
there are not sufficient assets available to permit payment in full of the
Series A Preferred Stock liquidation preference and the liquidation preferences
of all other classes and series of stock of the Corporation, if any, that rank
on a parity with the Series A Preferred Stock in respect thereof, then the
assets available for such distribution shall be distributed ratably to the
holders of the Series A Preferred Stock and the holders of such parity shares in
the proportion to their respective liquidation preferences.  In the
event the Corporation shall at any time after the Issue Date declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the aggregate amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under the proviso
in clause (i) of this Section 6(a) 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.

    


    (b)           Neither
the merger or consolidation of the Corporation into or with another entity nor
the merger or consolidation of any other entity into or with the Corporation


     

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    (nor the
sale of all or substantially all of the assets of the Corporation) shall be
deemed to be a liquidation, dissolution or winding up of the Corporation within
the meaning of this Section
6.

    


               7.           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 converted into, exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly converted into,
exchanged for or changed into 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 converted or
exchanged.  In the event the Corporation shall at any time after the
Issue Date declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the conversion, exchange or change of shares
of Series A Preferred Stock shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

    


               8.           No
Redemption.  The shares of Series A Preferred Stock shall not be
redeemable from any holder.

    


               9.           Rank.  The
Series A Preferred Stock shall rank, with respect to the payment of dividends
and the distribution of assets upon liquidation, dissolution or winding up of
the Corporation, senior to the Common Stock.

    


               10.           Amendment.  If
any proposed amendment to the Articles of Incorporation (including this
Certificate of Designations) would alter, change or repeal any of the
preferences, powers or special rights given to the Series A Preferred Stock so
as to affect the Series A Preferred Stock adversely, then the holders of the
Series A Preferred Stock shall be entitled to vote separately as a class upon
such amendment, and the affirmative vote of two-thirds of the outstanding shares
of the Series A Preferred Stock, voting separately as a class, shall be
necessary for the adoption thereof, in addition to such other vote as may be
required by the Michigan Act.

    


               11.           Fractional
Shares.  Series A Preferred Stock may be issued in fractions of a
share that 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
Preferred Stock.


    
      
         


      

      
        A-6

        
          

        

      

      
         


      

    


    


    In Witness
Whereof, the
undersigned have signed and attested this Certificate of Designations on the
__th day of ____, 2009.

    


    Michigan Commerce Bancorp
Limited

    


    By: 
_____________________________                                                          

    Name:  ___________________________                    

    Title:  ____________________________                    

    


    Attest:

    


    ______________________

    [name],
Secretary


    
      
         


      

      
        A-7

        
          

        

      

      
         


      

    

     

    EXHIBIT
B

     

    Form of Right
Certificate

     

    Certificate
No.
R-________                                                                                                                                                                              _____ Rights

    


    NOT
EXERCISABLE AFTER [______], 2014 OR EARLIER IF REDEMPTION OR EXCHANGE
OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.01 PER RIGHT AND
TO EXCHANGE ON THE TERMS SET FORTH 1N THE RIGHTS AGREEMENT.  UNDER
CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR
TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN
THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID
AND WILL NO LONGER BE TRANSFERABLE.

     

    Right
Certificate

     

    MICHIGAN
COMMERCE BANCORP LIMITED

     

    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 Rights Agreement, dated
as of [______], 2009 as the same may be amended from time to time (the “Rights
Agreement”), between Michigan Commerce Bancorp Limited., a Michigan
corporation (the “Company”),
and Mellon Investor Services LLC, a New Jersey limited liability company (the
“Rights
Agent”), to purchase from the Company at any time after the Distribution
Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.,
Lansing, Michigan time, on [______], 2014 at the office of the Rights Agent
designated for such purpose, or of its successor as Rights Agent, one
one-thousandth of a fully paid non-assessable share of Series A Junior
Participating Preferred Stock, no par value per share (the “Series A
Preferred Stock”), of the Company, at a purchase price of $5.00 per one
one-thousandth of a share of Series A Preferred Stock (the “Purchase
Price”), upon presentation and surrender of this Right Certificate with
the Form of Election to Purchase duly executed.  The number of Rights
evidenced by this Right Certificate (and the number of one one-thousandths of a
share of Series A Preferred Stock which may be purchased upon exercise hereof)
set forth above, and the Purchase Price set forth above, are the number and
Purchase Price as of [______], 2009, based on the Series A Preferred Stock as
constituted at such date.  As provided in the Rights Agreement, the
Purchase Price, the number of one one-thousandths of a share of Series A
Preferred Stock (or other securities or property) which may be purchased upon
the exercise of the Rights and the number of Rights evidenced by this Right
Certificate are subject to modification and adjustment upon the happening of
certain events.

     

    This
Right Certificate is subject to all of the terms, provisions and conditions of
the Rights Agreement, which terms, provisions and conditions are hereby
incorporated herein by reference and made a part hereof and to which Rights
Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder


     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    of the
Rights Agent, the Company and the holders of the Right
Certificates.  Copies of the Rights Agreement are on file at the
principal executive offices of the Company.  The Company will mail to
the holder of this Right Certificate a copy of the Rights Agreement without
charge after receipt of a written request therefor.

     

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

     

    Subject
to the provisions of the Rights Agreement, the Rights evidenced by this
Certificate (i) may be redeemed by the Company at a redemption price of $0.01
per Right or (ii) may be exchanged in whole or in part for shares of Series A
Preferred Stock or shares of the Company’s Common Stock.

     

    No
fractional shares of Series A Preferred Stock or Common Stock will be issued
upon the exercise or exchange of any Right or Rights evidenced hereby (other
than fractions of Series A Preferred Stock which are integral multiples of one
one-thousandth of a share of Series A 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 Right Certificate, as such, shall be entitled to vote or receive
dividends or be deemed for any purpose the holder of the Series A Preferred
Stock or of any other securities of the Company which may at any time be
issuable on the exercise or exchange 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 Right
certificate shall have been exercised or exchanged as provided in the Rights
Agreement.

     

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

     


    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    


    WITNESS
the facsimile signature of the proper officers of the Company and its corporate
seal.  Dated as of _________ __, 2009.

     

    ATTEST:                                                                                              
MICHIGAN COMMERCE

                BANCORP
LIMITED

    


    


    


    By:  _____________________________                                     By:  ________________________                                                                    

    


    


    Countersigned:

    


    ________________________________,

    MELLON
INVESTOR SERVICES LLC

    as Rights
Agent

    


    


    By: 
_____________________________                                                           

           Authorized
Signatory

    



    
      
         


      

      
        B-3

        
          

        

      

      
         


      

    


    


     

    Form
of Reverse Side of Right Certificate

     

    FORM OF
ASSIGNMENT

     

    (To
be executed by the registered holder if such

      holder
desires to transfer the Right Certificate)

     

    FOR VALUE
RECEIVED _________________________ hereby sells, assigns and transfer unto


    __________________________

     

    
      
        

      

    

    (Please
print name and address of transferee)

     

     

    
      

    

     

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

     

    Dated:
_________, ____

     

    __________________________________________________

              Signature

    


     

    Signature
Guaranteed:

     

    Signatures
must be guaranteed by a bank, trust company, broker, dealer or other eligible
institution participating in a recognized signature guarantee medallion
program.

     

    The
undersigned hereby certifies that the Rights evidenced by this Right Certificate
are not beneficially owned by, were not acquired by the undersigned from, and
are not being sold, assigned or transferred to, an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights
Agreement).

     

    __________________________________________________

    Signature

    


     


    
      
         


      

      
        B-4

        
          

        

      

      
         


      

    


    Form of
Reverse Side of Right Certificate — continued

    FORM OF ELECTION TO
PURCHASE

    


    (To
be executed if holder desires to exercise

     Rights
represented by the Rights Certificate)

    


    To the
Rights Agent:

     

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

     

    
      
        

      

    

    (Please
print name and address of transferee)

     

     

    
      

    

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

     

    Please
insert social security or other identifying number:
___________________

     

     

    
      
        

      

    

    (Please
print name and address of transferee)

     

     

      

    

     

    Dated:
_________,
____                                                                                                                     
________________________________

    Signature

    


    (Signature
must conform to holder

    specified
on Right Certificate)

    Signature
Guaranteed:

     

    Signatures
must be guaranteed by a bank, trust company, broker, dealer or other eligible
institution participating in a recognized signature guarantee medallion
program.

     

    The
undersigned hereby certifies that the Rights evidenced by this Right Certificate
are not beneficially owned by, were not acquired by the undersigned from, and
are not being sold, assigned or transferred to, an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights
Agreement).

     

    ________________________________

    Signature


    
      
         


      

      
        B-5

        
          

        

      

      
         


      

    


    Form of
Reverse Side of Right Certificate — continued

     

     

    Notice

     

    The
signature in the Form of Assignment or Form of Election to Purchase, as the case
may be, must conform to the name as written upon the face of this Right
Certificate in every particular, without alteration or enlargement or any change
whatsoever.

     

    In the
event the certification set forth above in the Form of Assignment or the Form of
Election to Purchase, as the case may be, is not completed, such Assignment or
Election to Purchase will not be honored.

     

    ______________

    


     


    
      
         


      

      
        B-6

        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    SUMMARY
OF RIGHTS TO PURCHASE

    Shares
of Series A Junior Participating Stock

    


     

    UNDER
CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR
TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN
THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID
AND WILL NO LONGER BE TRANSFERABLE.

     

    On ____,
2009 the Executive Committee of the Board of Directors of Michigan Commerce
Bancorp Limited, a Michigan corporation (the “Company”),
declared a dividend of one preferred share purchase right (a “Right”)
for each outstanding share of common stock, no par value per share, of the
Company (the “Common
Stock”).  The dividend is payable on [_______], 2009 to the
stockholders of record as of the close of business on [______], 2009 (the “Record
Date”).  Each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of Series A Junior Participating
Preferred Stock, no par value per share (the “Series A
Preferred Stock”), of the Company at a price of $5.00 per one
one-thousandth of a share of Series A Preferred Stock (as the same may be
adjusted, the “Purchase
Price”).  The description and terms of the Rights are set forth
in a Rights Agreement, dated as of [______], 2009 (as the same may be amended
from time to time, the “Rights
Agreement”), between the Company and Mellon Investor Services LLC, as
Rights Agent (the “Rights
Agent”).

     

    Until the
close of business on the earlier of (i) the tenth day after the first date of a
public announcement that a person (other than an Exempted Entity (as defined
below)), entity, or group of affiliated or associated persons (an “Acquiring
Person”) has acquired beneficial ownership of 10% or more of the shares
of Common Stock then outstanding, or (ii) the tenth business day (or such later
date as may be determined by action of the Board of Directors of the Company
prior to such time as any person, entity, or group of affiliated persons becomes
an Acquiring Person) after the date of commencement of, or the first public
announcement of an intention to commence, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person
(other than an Exempted Entity), entity, or group of 10% or more of the shares
of Common Stock then outstanding (the earlier of such dates being herein
referred to as the “Distribution
Date”), the Rights will be evidenced by the shares of Common Stock
represented by certificates for Common Stock outstanding as of the Record Date,
together with a copy of the Summary of Rights to Purchase disseminated in
connection with the original dividend of Rights.

     

    “Exempted
Entity” shall mean (1) the Company, (2) Capitol Bancorp Ltd., (“CBC”),
(3) any Subsidiary (as defined below) of the Company or (in the case of
subclauses (1), (2) and (3) including, without limitation, in its fiduciary
capacity), (4) any employee benefit plan of the Company or of any Subsidiary of
the Company, and (5) any entity or trustee holding Common Stock for or pursuant
to the terms of any such plan or for the purpose of funding any such plan or
funding other employee benefits for employees of the Company or of any
Subsidiary of the Company.

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    The
Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferable only in
connection with the transfer of Common Stock.  Until the Distribution
Date (or earlier redemption or expiration of the Rights), the surrender or
transfer of any certificates for shares of Common Stock outstanding as of the
Record Date, even without a legend incorporating the Rights Agreement by
reference or a copy of this Summary of Rights to Purchase, will also constitute
the transfer of the Rights associated with the shares of Common Stock
represented by such certificate.  As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights (“Right
Certificates”) will be mailed to holders of record of the Common Stock as
of the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.

     

    The
Rights are not exercisable until the Distribution Date.  The Rights
will expire on [______], 2014 (the “Final Expiration
Date”), unless the Final Expiration Date is extended or unless the Rights
are earlier redeemed or exchanged by the Company, in each case as described
below.

     

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

     

    The
Rights are also subject to adjustment in the event of a stock dividend on the
Common Stock payable in shares of Common Stock or subdivisions, consolidations
or combinations of the Common Stock occurring, in any such case, prior to the
Distribution Date.

     

    Shares of
Series A Preferred Stock purchasable upon exercise of the Rights will not be
redeemable.  Each share of Series A Preferred Stock will be entitled,
when, as and if declared, to a minimum preferential quarterly dividend payment
of the greater of (a) $1.00 per share and (b) an amount equal to 1,000 times the
dividend declared per share of Common Stock.   In the event of
liquidation, dissolution or winding up of the Company, the holders of the Series
A Preferred Stock will be entitled to a minimum preferential liquidation payment
of $1,000 per share (plus any accrued but unpaid dividends) and will also be
entitled to receive an aggregate payment equal to 1,000 times the payment made
per share of Common Stock.  Each share of Series A Preferred Stock
will have 1,000 votes, voting together with the Common
Stock.  Finally, in the event of any merger, consolidation or other
transaction in which shares of Common Stock are converted or exchanged, each
share of Series A Preferred Stock will be entitled to receive 1,000 times the
amount received per share of Common Stock.  These rights are protected
by customary anti-dilution provisions.

     

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

     

    Because
of the nature of the dividend, liquidation and voting rights of the Series A
Preferred Stock, the value of the one one-thousandth interest in a share of
Series A Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.

     

    In the
event that any person, entity, or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become null and
void), will thereafter have the right to receive upon exercise of a Right and
payment of the Purchase Price, that number of shares of Common Stock having a
market value of two times the Purchase Price.

     

    In the
event that, after a person, entity, or group has become an Acquiring Person, the
Company is acquired in a merger or other business combination transaction or 50%
or more of its consolidated assets or earning power are sold, proper provision
will be made so that each holder of a Right (other than Rights beneficially
owned by an Acquiring Person which will have become null and void) will
thereafter have the right to receive, upon the exercise thereof at the
then-current exercise price of the Right, that number of shares of common stock
of the person with whom the Company has engaged in the foregoing transaction (or
its parent), which number of shares at the time of such transaction will have a
market value of two times the Purchase Price.

     

    At any
time after any person or group becomes an Acquiring Person and prior to the
acquisition by such person, entity, or group of 50% or more of the outstanding
shares of Common Stock or the occurrence of an event described in the prior
paragraph, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by such person or group which will have become null and void),
in whole or in part, at an exchange ratio of one share of Common Stock, or a
fractional share of Series A Preferred Stock (or of a share of a similar class
or series of the Company’s preferred stock having similar rights, preferences
and privileges) of equivalent value, per Right, subject to
adjustment.

     

    With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in such Purchase
Price. No fractional shares of Series A Preferred Stock will be issued (other
than fractions which are integral multiples of one one-thousandth of a share of
Series A Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Series A Preferred Stock on the
last trading day prior to the date of exercise.

     

    At any
time prior to the time an Acquiring Person becomes such, the Board of Directors
of the Company may redeem the Rights in whole, but not in part, at a price of
$0.01 per Right (the “Redemption
Price”).  The redemption of the Rights may be made effective at
such time, on such basis and with such conditions as the Board of Directors of
the Company in its sole discretion may establish.  Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.

     

     

    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    

     

    For so
long as the Rights are then redeemable, the Company may, except with respect to
the Redemption Price, amend the Rights Agreement in any manner.  After
the Rights are no longer redeemable, the Company may, except with respect to the
Redemption Price, amend the Rights Agreement in any manner that does not
adversely affect the interests of holders of the Rights.

     

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

     

    A copy of
the Rights Agreement has been filed with the Securities and Exchange Commission
as an Exhibit to Form 8-K, dated [______], 2009, as amended.  A copy
of the Rights Agreement is available free of charge from the
Company.  This Summary of Rights of Purchase does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
as the same may be amended from time to time, which is hereby incorporated
herein by reference.

     

    


     

    


     

    


     

    


     

    


     

    


    



    
      
         


      

      
        C-4