ex4-1.htm


     

    Exhibit
4.1

     

     

    


     

      
        

      

    

     

    


     

    CENTEX
CORPORATION

     

     

     

    and

     

     

     

    MELLON
INVESTOR SERVICES LLC

     

     

     

    Rights
Agreement

     

     

     

    Dated
as of February 24, 2009

     

     

     

      
        

      

       

       

       

    

     

    
      
        
          
            


             

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE
OF CONTENTS

     

    Page   

    Number

     

    
      
        
          
            
              
                	
                        Section
      1.

                      	
                        Definitions 

                      	
                        1

                      


              

            

          

        

      

    

     

    
      
        
          
            	
                    Section
      2.

                  	
                    Appointment
      of Rights Agent 

                  	
                    6

                  


          

        

      

    

     

    
      
        
          	
                  Section
      3.

                	
                  Issue
      of Right Certificates 

                	
                  6

                


        

      

    

     

    
      
        
          
            	
                    Section
      4.

                  	
                    Form
      of Right Certificates 

                  	
                    7

                  


          

        

      

    

     

    
      
        
          	
                  Section
      5.

                	
                  Countersignature
      and Registration 

                	
                  7

                


        

      

    

     

    
      
        
          	
                  Section
      6.

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

                	
                  8

                


        

      

    

     

    
      
        
          	
                  Section
      7.

                	
                  Exercise
      of Rights; Purchase Price; Expiration Date of Rights 

                	
                  9

                


        

      

    

     

    
      
        
          	
                  Section
      8.

                	
                  Cancellation
      and Destruction of Right Certificates 

                	
                  10

                


        

      

    

     

    
      
        
          	
                  Section
      9.

                	
                  Availability
      of Preferred Shares 

                	
                  10

                


        

      

    

     

    
      
        
          	
                  Section
      10.

                	
                  Preferred
      Shares Record Date

                	
                  10

                


        

      

    

     

    
      
        
          
            	
                    Section
      11.

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

                  	
                    11

                  


          

        

      

    

     

    
      
        
          	
                  Section
      12.

                	 Certificate
      of Adjusted Purchase Price or Number of
    Shares	
                  17

                


        

      

    

     

    
      
        	
                Section
      13.

              	
                [Reserved]

              	
                17

              


      

    

     

    
      
        	
                Section
      14.

              	
                Fractional
      Rights and Fractional Shares

              	
                17

              


      

    

     

    
      
        	
                Section
      15.

              	
                Rights
      of Action

              	
                18

              


      

    

     

    
      
        	
                Section
      16.

              	
                Agreement
      of Right Holders

              	
                19

              


      

    

     

    
      
        	
                Section
      17.

              	
                Right
      Certificate Holder Not Deemed a Stockholder

              	
                19

              


      

    

     

    
      
        	
                Section
      18.

              	
                Concerning
      the Rights Agent

              	
                19

              


      

    

     

    
      
        
          	
                  Section
      19.

                	
                  Merger
      or Consolidation or Change of Name of Rights
      Agent 

                	
                  20

                


        

      

    

     

    
      
        	
                Section
      20.

              	
                Rights
      and Duties of Rights Agent

              	
                21

              


      

    

     

    


    
      
        
          
             

          

           


        

        
          -i-

          
            

          

        

        
           


        

      

    

    


    
      
        	
                Section
      21.

              	
                Change
      of Rights Agent

              	
                23

              


      

    

     

    
      
        	
                Section
      22.

              	
                Issuance
      of New Right Certificates

              	
                23

              


      

    

     

    
      
        	
                Section
      23.

              	
                Redemption

              	
                23

              


      

    

     

    
      
        	
                Section
      24.

              	
                Exchange

              	
                24

              


      

    

     

    
      
        	
                Section
      25.

              	
                Notice
      of Certain Events

              	
                25

              


      

    

     

    
      
        	
                Section
      26.

              	
                Notices

              	
                26

              


      

    

     

    
      
        	
                Section
      27.

              	
                Supplements
      and Amendments

              	
                27

              


      

    

     

    
      
        	
                Section
      28.

              	
                Determinations
      and Actions by the Board

              	
                27

              


      

    

     

    
      
        	
                Section
      29.

              	
                Annual
      Review by Independent Directors

              	
                27

              


      

    

     

    
      
        	
                Section
      30.

              	
                Successors

              	
                28

              


      

    

     

    
      
        	
                Section
      31.

              	
                Benefits
      of this Agreement

              	
                28

              


      

    

     

    
      
        	
                Section
      32.

              	
                Severability

              	
                28

              


      

    

     

    
      
        	
                Section
      33.

              	
                Governing
      Law

              	
                28

              


      

    

     

    
      
        	
                Section
      34.

              	
                Counterparts

              	
                28

              


      

    

     

    
      
        
          	
                  Section
      35.

                	
                  Descriptive
      Headings

                	
                  28

                


        

      

    

     

    
      
        
          
            	
                    Signatures

                  	
                     

                  	
                    29

                  


          

        

      

    

     

    
      
        
          
            
              
                
                  	
                          Exhibit
      A

                        	
                          -

                        	
                          Certificate
      of
Designations

                        


                

              

            

          

        

      

    

     

    
      
        
          
            	
                    Exhibit
      B

                  	
                    -

                  	
                    Form
      of Right
Certificate

                  


          

        

      

    

     

    
      
        	
                Exhibit
      C

              	
                -

              	
                Summary
      of Rights to Purchase Preferred
Shares

              


      

    

     

    


    
      
        
          
             

          

           


        

        
          -ii-

          
            

          

        

        
           


        

      

    

    


    Rights
Agreement, dated as of February 24, 2009, between Centex Corporation, a Nevada
corporation (the “Company”), and Mellon
Investor Services LLC, a New Jersey limited liability company, as rights agent
(the “Rights
Agent”).

     

    The Board
of Directors of the Company has authorized and declared a dividend of one
preferred share purchase right (a “Right”) for each
Common Share (as hereinafter defined) of the Company outstanding on March 6,
2009 (the “Record
Date”), each Right representing the right to purchase one one-thousandth
of a Preferred Share (as hereinafter defined), upon the terms and subject to the
conditions herein set forth, and has further authorized and directed the
issuance of one Right with respect to each Common Share that shall become
outstanding between the Record Date and the earliest of the Distribution Date or
the Expiration Date (as such terms are hereinafter defined).

     

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

     

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

     

    (a)    “Acquiring Person”
shall mean any Person (other than any Exempt Person) who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial Owner of
4.9% or more of the Common Shares of the Company then outstanding, but shall not
include the Company, any Subsidiary of the Company, any employee benefit plan of
the Company or any Subsidiary of the Company, or any entity holding Common
Shares for or pursuant to the terms of any such plan; provided, however,
that

     

        (i)    any
Person who would otherwise qualify as an Acquiring Person as of the date of this
Agreement will not be deemed to be an Acquiring Person for any purpose of this
Agreement prior to or after the date of this Agreement unless and until such
time as (A) such Person or any Affiliate or Associate of such Person thereafter
becomes, individually or in the aggregate, by reason of a transaction or
transactions after the date of this Agreement, the beneficial owner of
additional Common Shares (x) representing up to one-half of one percent (0.5%)
of the Common Shares then outstanding, if since the date of this Agreement, such
Person has continuously beneficially owned 5% or more of the Common Shares then
outstanding, or (y) that are in an amount that would not result in such Person
beneficially owning 5% or more of the Common Shares then outstanding, in any
case, not including Common Shares obtained (1) pursuant to any agreement or
regular-way purchase order for Common Shares that is in effect on or prior to
the date of this Agreement and consummated in accordance with its terms after
the date of this Agreement, or (2) as a result of a stock dividend, rights
dividend, stock split or similar transaction effected by the Company in which
all holders of Common Shares are treated equally, or (B) any other Person who is
the Beneficial Owner of Common Shares becomes an Affiliate or Associate of such
Person after the date of this Agreement, provided that the
foregoing exclusion in this clause (i) shall cease to apply with respect to any
Person at such time as such Person, together with all Affiliates and Associates
of such Person, Beneficially Owns less than 4.9% of the then-outstanding Common
Shares, and

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


        (ii)    a Person
will not be deemed to have become an Acquiring Person solely as a result of (a)
a reduction in the number of Common Shares outstanding; (b) the exercise of any
options, warrants, or rights or similar interests (including restricted stock)
granted by the Company to its directors, officers and employees; (c) any
unilateral grant of any security by the Company; or (d) an Exempt Transaction,
in each case unless and until such time as (A) such Person or any Affiliate or
Associate of such Person  thereafter  becomes the beneficial
owner of any additional Common Shares, other than as a result of a stock
dividend, stock split or similar transaction effected by the Company in which
all holders of Common Shares are treated equally, or (B) any other Person who is
the Beneficial Owner of Common Shares becomes an Affiliate or Associate of such
Person after the date of this Agreement.

     

    Notwithstanding
the foregoing, if (1) the Board of Directors of the Company determines that a
Person who would otherwise be an “Acquiring Person,” as defined pursuant to the
foregoing provisions of this Section 1(a), has become such inadvertently, and
(2) such Person divests as promptly as practicable or agrees in writing with the
Company to divest a sufficient number of Common Shares so that such Person would
no longer be an “Acquiring Person,” as defined pursuant to the foregoing
provisions of this Section 1(a), then such Person shall not be deemed to be an
“Acquiring Person” for any purposes of this Agreement; provided, however, that the
requirement in this clause (2) shall apply only if the actions specified therein
are required by the Board of Directors of the Company.

     

    (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 Exchange Act as in effect on the date of this
Agreement, and to the extent not included within the foregoing, shall also
include, with respect to any Person, any other Person (other than an Exempt
Person) whose Common Shares would be deemed constructively owned by such first
Person, pursuant to the provisions of Section 382; provided, however, that a
Person shall not be deemed to be the Affiliate or Associate of another Persons
solely because either or both Persons are or were directors of the
Company.

     

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

     

    (i)           which
such Person or any of such Person's Affiliates or Associates, directly or
indirectly, has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding (whether or not in writing) or upon the exercise of
conversion rights, exchange rights, warrants, options, or other rights (in each
case, other than upon exercise or exchange of these Rights); provided , however
, that a Person shall not be deemed the “Beneficial Owner” of,
or to “beneficially
own” securities (including rights, options or warrants) which are
convertible or exchangeable into Common Shares until such time as the
convertible or exchangeable securities are exercised and converted or exchanged
into Common Shares; and, provided further , however , that a Person shall not be
deemed the “Beneficial
Owner” of, or to “beneficially own”
securities tendered pursuant to a tender or exchange offer made by such Person
or any of such Person's Affiliates or Associates until such tendered securities
are accepted for purchase or exchange;

     

    


    
      
        
          
             

          

           


        

        
          -2-

          
            

          

        

        
           


        

      

    

    


    (ii)           which
such Person or any of such Person's Affiliates or Associates, directly or
indirectly, has or shares the right to vote or dispose of, or has “beneficial ownership”
of (as defined under Rule 13d-3 of the General Rules and Regulations under the
Exchange Act), including pursuant to any agreement, arrangement or understanding
(whether or not in writing); or

     

    (iii)           which
any other Person is the Beneficial Owner, if such Person or any of such Person’s
Affiliates or Associates has any agreement, arrangement or understanding
(whether or not in writing) with such other Person (or any of such other
Person's Affiliates or Associates) with respect to acquiring, holding, voting or
disposing of any securities of the Company; provided, however, that a
Person shall not be deemed the “Beneficial Owner” of,
or to “beneficially
own” any security (A) if such Person has the right to vote such security
pursuant to an agreement, arrangement or understanding (whether or not in
writing) which (1) arises solely from a revocable proxy given to such Person in
response to a public proxy or consent solicitation made pursuant to, and in
accordance with, the applicable rules and regulations of the Exchange Act and
(2) is not also then reportable on Schedule 13D under the Exchange Act (or any
comparable or successor report), or (B) if such beneficial ownership arises
solely as a result of such Person’s status as a “clearing agency,” as defined in
Section 3(a)(23) of the Exchange Act; provided further,
however, that
nothing in this Section 1(c) shall cause a Person engaged in business as an
underwriter of securities or member of a selling to group to be the “Beneficial Owner” of,
or to “beneficially
own,” any securities acquired through such Person's participation in good
faith in an underwriting syndicate until the expiration of 40 calendar days
after the date of such acquisition, or such later date as the Board of Directors
of the Company may determine in any specific case.

     

    Notwithstanding
anything in this Agreement to the contrary, to the extent not within the
foregoing provisions of this Section 1(c) a Person shall be deemed the “Beneficial Owner” of
and shall be deemed to “beneficially own” or
have “beneficial
ownership” of, securities which such Person would be deemed to
constructively own or which otherwise would be aggregated with shares owned by
such Person pursuant to Section 382 and the Treasury Regulations
thereunder.

     

    (d)    “Business Day” shall
mean any day other than a Saturday, a Sunday, or a day on which banking
institutions in New York, New Jersey or Texas 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., Dallas, Texas time, on such date; provided, however, that, if
such date is not a Business Day, it shall mean 5:00 P.M., Dallas, Texas time, on
the next succeeding Business Day.

     

    (f)    “Code” shall mean the
Internal Revenue Code of 1986, as amended.

     

    (g)    “Common Shares” when
used with reference to the Company shall mean the shares of common stock, par
value $0.25 per share, of the Company.  “Common Shares” when used with
reference to any Person other than the Company shall mean the capital stock (or
equity interest)

     

    


    
      
        
          
             

          

           


        

        
          -3-

          
            

          

        

        
           


        

      

    

    


    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.

     

    (h)    “Company” shall have
the meaning set forth in the preamble of this Agreement.

     

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

     

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

     

    (k)    “Exchange Ratio” shall
have the meaning set forth in Section 24(a) hereof.

     

    (l)    “Exempt Person” shall
mean any Person whose Beneficial Ownership (together with all Affiliates and
Associates of such Person) of 4.9% or more of the then-outstanding Common
Shares, as determined by the Board in its sole discretion, (i) will not
jeopardize or endanger the availability to the Company of its NOLs or other Tax
Benefits, or (ii) is otherwise in the best interests of the Company; provided, that, any
Person shall cease to be an Exempt Person as of the date that such Person ceases
to beneficially own 4.9% or more of the shares of the then outstanding Common
Shares. Additionally, a Person shall cease to be an Exempt Person if the Board,
in its sole discretion, makes a contrary determination with respect to the
effect of such Person's Beneficial Ownership (together with all Affiliates and
Associates of such Person) regardless of the reason therefor.

     

    (m)    “Exempt Transaction”
shall mean any transaction that the Board determines, in its sole discretion, is
exempt, which determination shall be irrevocable.

     

    (n)    “Expiration Date”
shall mean the earliest of (i) the Final Expiration Date, (ii) the time at which
the Rights are redeemed as provided in Section 23 hereof (the “Redemption
Date”), (iii) the time at which the Rights are exchanged as provided in Section
24 hereof, (iv) the repeal of Section 382 or any successor statute if the Board
determines that this Agreement is no longer necessary for the preservation of
Tax Benefits, (v) the beginning of a taxable year of the Company to which the
Board determines that no Tax Benefits may be carried forward, and (vi) February
24, 2010 if Stockholder Approval has not been obtained.

     

    (o)    “Final Expiration
Date” shall be February 24, 2019.

     

    (p)    “Independent
Directors” shall mean members of the Board of Directors of the Company
who are not officers, employees or Affiliates (or designees of Affiliates) of
the Company.

     

    (q)    “NASDAQ” shall mean
the National Association of Securities Dealers, Inc. Automated Quotation
System.

     

    (r)    “NOLs” shall mean the
Company’s net operating loss carryforwards.

     

    (s)    “Person” shall mean
any individual, firm, corporation, partnership, limited liability company,
limited liability partnership, trust or other legal entity, or a group of
Persons making a “coordinated acquisition” of shares or otherwise treated as an
entity within the meaning of Section 1.382-3(a)(1) of the Treasury Regulations,
and shall include any successor (by merger or

     

    


    
      
        
          
             

          

           


        

        
          -4-

          
            

          

        

        
           


        

      

    

    


    otherwise)
of such individual or entity, but shall not include a Public Group (as such term
is defined in Section 1.382-2T(f)(13) of the Treasury Regulations).

     

    (t)    “Preferred Shares”
shall mean shares of Junior Participating Preferred Stock, Series D, par value
$0.25 per share, of the Company having the rights and preferences set forth in
the Certificate of Designations attached as Exhibit A
hereto.

     

    (u)    “Purchase Price” shall
have the meaning set forth in Section 4 hereof.

     

    (v)    “Record Date” shall
have the meaning set forth in the second paragraph hereof.

     

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

     

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

     

    (y)    “Right” shall have the
meaning set forth in the second paragraph hereof.

     

    (z)    “Right Certificate”
shall have the meaning set forth in Section 3(a) hereof.

     

    (aa)   “Rights Agent” shall
have the meaning set forth in the preamble of this Agreement.

     

    (bb)   “Section 382” shall
mean Section 382 of the Code, or any successor provision or replacement
provision.

     

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

     

    (dd)   “Stockholder Approval”
shall mean the approval of this Agreement by the affirmative vote of the holders
of a majority of the voting power of the outstanding Common Shares of the
Company entitled to vote, and voting together without regard to class, and that
are present, or represented by proxy, at the meeting of stockholders of the
Company duly held in accordance with the Company’s Articles of Incorporation (as
amended) and applicable law.

     

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

     

    (ff)    “Summary of Rights”
shall have the meaning set forth in Section 3(b) hereof.

     

    (gg)   “Tax Benefits” shall
mean the net operating loss carry-overs, capital loss carry-overs, general
business credit carry-overs, alternative minimum tax credit carry-overs and
foreign tax credit carry-overs, as well as any “net unrealized built-in loss”
within the meaning of Section 382, of the Company or any direct or indirect
subsidiary thereof.

     

    (hh)   “Trading Day” shall
have the meaning set forth in Section 11(d) hereof.

     

    (ii)    
“Treasury Regulations”
shall mean final, temporary and proposed income tax regulations promulgated
under the Code, including any amendments thereto.

     

    


    
      
        
          
             

          

           


        

        
          -5-

          
            

          

        

        
           


        

      

    

    


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

     

    Section
3.   Issue of Right
Certificates.

     

    (a)    Until the
tenth day after the Shares Acquisition Date (including such Shares Acquisition
Date, which is after the date of this Agreement and prior to the issuance of the
Rights) ( the “Distribution Date”),
(i) the Rights will be evidenced (subject to the provisions of Section 3(b)
hereof) by the certificates for Common Shares of the Company registered in the
names of the holders thereof (which certificates shall also be deemed to be
Right Certificates) and not by separate Right Certificates, and (ii) the right
to receive Right Certificates will be transferable only in connection with the
transfer of Common Shares of the Company.  As soon as practicable
after the Distribution Date, the Company will prepare and execute, the Rights
Agent will countersign, and the Company will send or cause to be sent (and the
Rights Agent will, if requested and provided with all necessary information,
send) by first-class, insured, postage-prepaid mail, to each record holder of
Common Shares of the Company as of the Close of Business on the Distribution
Date, at the address of such holder shown on the records of the Company, a Right
Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”),
evidencing one Right for each Common Share so held (other than with respect to
Rights that have become void pursuant to Section 11(a)(ii) hereof or that have
been exchanged pursuant to Section 24 hereof).  As of 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 a Distribution Date.  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)    On the
Record Date, or as soon as practicable thereafter, the Company will send a copy
of a Summary of Rights to Purchase Preferred Shares, in substantially the form
of Exhibit C hereto (the “Summary of Rights”),
by first-class, postage-prepaid mail, to each record holder of Common Shares as
of the Close of Business on the Record Date, at the address of such holder shown
on the records of the Company.  With respect to certificates for
Common Shares of the Company outstanding as of the Record Date, until the
Distribution Date, the Rights will be evidenced by such certificates registered
in the names of the holders thereof together with a copy of the Summary of
Rights attached thereto.  Until the Distribution Date (or the earlier
of the Redemption Date or the Expiration Date), the surrender for transfer of
any certificate for Common Shares of the Company outstanding on the Record Date,
with or without a copy of the Summary of Rights attached thereto, shall also
constitute the transfer of the Rights associated with the Common Shares of the
Company represented thereby.

     

    (c)    Certificates
for Common Shares which become outstanding (including, without limitation,
reacquired Common Shares referred to in the last sentence of this paragraph (c))
after the Record Date but prior to the earliest of the Distribution Date or the
Expiration Date shall have impressed on, printed on, written on or otherwise
affixed to them a legend in substantially the following form:

     

    


    
      
        
          
             

          

           


        

        
          -6-

          
            

          

        

        
           


        

      

    

    


    This
certificate also evidences and entitles the holder hereof to certain rights as
set forth in an Agreement between Centex Corporation and Mellon Investor
Services LLC, dated as of February 24, 2009, as it may be amended from time to
time (the “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
Centex Corporation.  Under certain circumstances, as set forth in the
Agreement, such Rights (as defined in the Agreement) will be evidenced by
separate certificates and will no longer be evidenced by this
certificate.  Centex Corporation will mail to the holder of this
certificate a copy of the Agreement without charge after receipt of a written
request therefor.  As set forth in the Agreement, Rights beneficially
owned by any Person (as defined in the Agreement) who becomes an Acquiring
Person (as defined in the Agreement) become null and void.

     

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

     

    Section
4.   Form of Right
Certificates.  The Right Certificates (and the forms of
election to purchase Preferred Shares and of assignment to be printed on the
reverse thereof) shall be substantially the same as Exhibit B hereto, and
may have such marks of identification or designation and such legends, summaries
or endorsements printed thereon as the Company may deem appropriate (but which
do not affect the rights, duties or responsibilities of the Rights Agent) and as
are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any applicable law or with any applicable rule or
regulation made pursuant thereto or with any applicable rule or regulation of
any stock exchange or the Financial Industry Regulatory Authority, or to conform
to usage.  Subject to the provisions of Section 22 hereof, the Right
Certificates shall entitle the holders thereof to purchase such number of one
one-thousandths of a Preferred Share as shall be set forth therein at the price
per one one-thousandth of a Preferred Share set forth therein (the “Purchase Price”), but
the number of such one one-thousandths of a Preferred Share and the Purchase
Price shall be subject to adjustment as provided herein.

     

    Section
5.   Countersignature and
Registration.  The Right Certificates shall be executed on
behalf of the Company by its Chairman of the Board, its Chief Executive Officer,
its President, any of its Vice Presidents or its Treasurer, either manually or
by facsimile signature, 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 either manually or by
facsimile signature countersigned by the Rights Agent and shall not be valid for
any purpose unless countersigned.  In case any officer of the Company
who shall have signed any of the Right Certificates shall cease to be such
officer of the Company before countersignature by the Rights Agent and issuance
and delivery by the Company, such

     

    


    
      
        
          
             

          

           


        

        
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    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
individual 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 individual 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 Agreement any such
individual was not such an officer.

     

    Following
the Distribution Date, and receipt by the Rights Agent of notice to that effect
and all other necessary 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.

     

    Section
6.   Transfer, Split Up,
Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or
Stolen Right Certificates.  Subject to the provisions of
Section 14 hereof, at any time after the Close of Business on the Distribution
Date, and at or prior to the Close of Business on the earlier of the Redemption
Date or the Expiration Date, any Right Certificate or Right Certificates (other
than Right Certificates representing Rights that have become void pursuant to
Section 11(a)(ii) hereof or that have been exchanged pursuant to
Section 24 hereof) may be transferred, split up, combined or exchanged for
another Right Certificate or Right Certificates entitling the registered holder
to purchase a like number of one one-thousandths of a Preferred Share 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 until the registered holder shall have
completed and signed the certificate contained in the form of assignment of on
the reverse side of such Rights Certificate and shall have provided such
additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner) or Affiliates or Associates thereof as the Company or the
Rights Agent shall reasonably request.  Thereupon the Rights Agent
shall countersign and deliver to the Person entitled thereto a Right Certificate
or Right Certificates, as the case may be, as so requested.  The
Company may require payment of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer, split up,
combination or exchange of Right Certificates.  The Rights Agent shall
promptly forward any such sum collected by it to the Company or to such Persons
as the Company shall specify by written notice.  The Rights Agent
shall have no duty or obligation under any Section of this Agreement which
requires the payment of taxes or charges unless and until it is satisfied that
all such taxes and/or charges have been paid.

     

    Upon
receipt by the Company and the Rights Agent of evidence reasonably satisfactory
to them of the loss, theft, destruction or mutilation of a Right Certificate,
and, in case of loss, theft or destruction, of indemnity or security
satisfactory to them, and, at the Company’s request,

     

    


    
      
        
          
             

          

           


        

        
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    reimbursement
to the Company and the Rights Agent of all reasonable expenses incidental
thereto, and upon surrender to the Rights Agent and cancellation of the Right
Certificate if mutilated, the Company will make and deliver a new Right
Certificate of like tenor to the Rights Agent for delivery to the registered
holder in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.

     

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

     

    (a)    The
registered holder of any Right Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein), in whole or in part, at any time
after the Distribution Date, upon surrender of the Right Certificate, with the
form of election to purchase on the reverse side thereof duly executed, to the
Rights Agent at the office of the Rights Agent designated for such purpose,
together with payment of the Purchase Price for each one one-thousandth of a
Preferred Share as to which the Rights are exercised, and an amount equal to any
tax or charge required to be paid under Section 9 hereof, at or prior to the
Expiration Date.

     

    (b)    The
Purchase Price for each one one-thousandth of a Preferred Share purchasable
pursuant to the exercise of a Right shall initially be $50, and shall be subject
to adjustment from time to time as provided in Section 11 hereof, and shall be
payable in lawful money of the United States of America in accordance with
paragraph (c) below.

     

    (c)    Upon
receipt of a Right Certificate representing exercisable Rights, with the form of
election to purchase duly executed, accompanied by payment of the Purchase Price
for the shares to be purchased and an amount equal to any applicable tax or
charge required to be paid by the holder of such Right Certificate in accordance
with Section 9 hereof by certified check, cashier’s check or money order payable
to the order of the Company, the Rights Agent shall thereupon promptly
(i) (A) requisition from any transfer agent of the Preferred Shares
certificates for the number of Preferred Shares to be purchased and the Company
hereby irrevocably authorizes any such transfer agent to comply with all such
requests, or (B) requisition from the depositary agent depositary receipts
representing such number of one one-thousandths of a Preferred Share as are to
be purchased (in which case certificates for the Preferred Shares represented by
such receipts shall be deposited by the transfer agent of the Preferred Shares
with such depositary agent) and the Company hereby directs such depositary agent
to comply with such request; (ii) when necessary to comply with this Agreement,
promptly 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 Agreement, after receipt,
promptly deliver such cash to or upon the order of the registered holder of such
Right Certificate.

     

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

     

    


    
      
        
          
             

          

           


        

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

     

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

     

    Section
9.   Availability of Preferred
Shares.  The Company covenants and agrees that it will cause to
be reserved and kept available out of its authorized and unissued Preferred
Shares or any Preferred Shares held in its treasury the number of Preferred
Shares that will be sufficient to permit the exercise in full of all outstanding
Rights in accordance with Section 7 hereof.  The Company covenants and
agrees that it will take all such action as may be necessary to ensure that all
Preferred Shares delivered upon exercise of Rights shall, at the time of
delivery of the certificates for such Preferred Shares (subject to payment of
the Purchase Price), be duly and validly authorized and issued and fully paid
and nonassessable shares.

     

    The
Company further covenants and agrees that it will pay when due and payable any
and all taxes and charges which may be payable in respect of the issuance or
delivery of the Right Certificates or of any Preferred
Shares upon the exercise of Rights.  The Company shall not, however,
be required to pay any 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 Preferred
Shares in a name other than that of, the registered holder of the Right
Certificate evidencing Rights surrendered for exercise or to issue or to deliver
any certificates or depositary receipts for Preferred Shares upon the exercise
of any Rights until any such tax or charge shall have been paid (any such tax or
charge being payable by the 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 satisfaction that no such tax or charge is due.

     

    Section
10.   Preferred Shares Record
Date.  Each Person in whose name any certificate for Preferred
Shares is issued upon the exercise of Rights shall for all purposes be deemed to
have become the holder of record of the Preferred Shares represented thereby on,
and such certificate shall be dated, the date upon which the Right Certificate
evidencing such Rights was duly surrendered and payment of the Purchase Price
(and any applicable taxes or charges) was made;

     

    


    
      
        
          
             

          

           


        

        
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    provided, however, that, if the
date of such surrender and payment is a date upon which the Preferred Shares
transfer books of the Company are closed, such Person shall be deemed to have
become the record holder of such shares on, and such certificate shall be dated,
the next succeeding Business Day on which the Preferred Shares transfer books of
the Company are open.  Prior to the exercise of the Rights evidenced
thereby, the holder of a Right Certificate shall not be entitled to any rights
of a holder of Preferred Shares for which the Rights shall be exercisable,
including, without limitation, the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as provided
herein.

     

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

     

    (a) 

     

        (i)    In the
event the Company shall at any time after the date of this Agreement (A) declare
a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide
the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares
into a smaller number of Preferred Shares or (D) issue any shares of its capital
stock in a reclassification of the Preferred Shares (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), except as otherwise
provided in this Section 11(a), the Purchase Price in effect at the time of the
record date for such dividend or of the effective date of such subdivision,
combination or reclassification, and the number and kind of shares of capital
stock issuable on such date, shall be proportionately adjusted so that the
holder of any Right exercised after such time shall be entitled to receive the
aggregate number and kind of shares of capital stock which, if such Right had
been exercised immediately prior to such date and at a time when the Preferred
Shares transfer books of the Company were open, such holder would have owned
upon such exercise and been entitled to receive by virtue of such dividend,
subdivision, combination or reclassification; provided, however, that in no
event shall the consideration to be paid upon the exercise of one Right be less
than the aggregate par value of the shares of capital stock of the Company
issuable upon exercise of one Right.

     

        (ii)    Subject
to Section 24 hereof, in the event any Person becomes an Acquiring Person, each
holder of a Right (other than an Acquiring Person or an Affiliate or Associate
of an Acquiring Person) shall thereafter have a right to receive, upon exercise
thereof at a price equal to the then current Purchase Price multiplied by the
number of one one-thousandths of a Preferred Share for which a Right is then
exercisable, in accordance with the terms of this Agreement and in lieu of
Preferred Shares, such number of Common Shares of the Company as shall equal the
result obtained by (A) multiplying the then current Purchase Price by the number
of one one-thousandths of a Preferred Share for which a Right is then
exercisable and dividing that product by (B) 50% of the then current per share
market price of the Common Shares of the Company (determined pursuant to Section
11(d) hereof) on the date of the occurrence of such event.  In the
event that any Person shall become an Acquiring Person

     

    


    
      
        
          
             

          

           


        

        
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    and the
Rights shall then be outstanding, the Company shall not take any action which
would eliminate or diminish the benefits intended to be afforded by the
Rights.  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.

     

    From and
after the occurrence of such event, any Rights that are or were acquired or
beneficially owned by any Acquiring Person (or any Associate or Affiliate of
such Acquiring Person) shall be void, and any holder of such Rights shall
thereafter have no right to exercise such Rights under any provision of this
Agreement.  No Right Certificate shall be issued pursuant to
Section 3 hereof that represents Rights beneficially owned by an Acquiring
Person whose Rights would be void pursuant to the preceding sentence or any
Associate or Affiliate thereof; no Right Certificate shall be issued at any time
upon the transfer of any Rights to an Acquiring Person whose Rights would be
void pursuant to the preceding sentence or any Associate or Affiliate thereof or
to any nominee of such Acquiring Person, Associate or Affiliate; and any Right
Certificate delivered to the Rights Agent for transfer to an Acquiring Person
whose Rights would be void pursuant to the preceding sentence shall be
cancelled.

     

        (iii)    In the
event that there shall not be sufficient Common Shares issued but not
outstanding or authorized but unissued to permit the exercise in full of the
Rights in accordance with subparagraph (ii) above, the Company shall take all
such action as may be necessary to authorize additional Common Shares for
issuance upon exercise of the Rights.  In the event the Company shall,
after good faith effort, be unable to take all such action as may be necessary
to authorize such additional Common Shares, the Company shall substitute, for
each Common Share that would otherwise be issuable upon exercise of a Right, a
number of Preferred Shares or fraction thereof such that the current per share
market price of one Preferred Share multiplied by such number or fraction is
equal to the current per share market price of one Common Share as of the date
of issuance of such Preferred Shares or fraction thereof.

     

    (b)    In case
the Company shall fix a record date for the issuance of rights, options or
warrants to all holders of Preferred Shares entitling them (for a period
expiring within forty-five (45) calendar days after such record date) to
subscribe for or purchase Preferred Shares (or shares having the same rights,
privileges and preferences as the Preferred Shares (“equivalent preferred
shares”)) or securities convertible into Preferred Shares or equivalent
preferred shares at a price per Preferred Share or equivalent preferred share
(or having a conversion price per share, if a security is convertible into
Preferred Shares or equivalent preferred shares) less than the then current per
share market price of the Preferred Shares (as defined in Section 11(d)) on such
record date, the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the number of
Preferred Shares outstanding on such record date plus the number of Preferred
Shares which the aggregate offering price of the total number of Preferred
Shares and/or equivalent preferred shares so to be offered (and/or the aggregate
initial conversion price of the convertible securities so to be offered) would
purchase at such current

     

    


    
      
        
          
             

          

           


        

        
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    market
price and the denominator of which shall be the number of Preferred Shares
outstanding on such record date plus the number of additional Preferred Shares
and/or equivalent preferred shares to be offered for subscription or purchase
(or into which the convertible securities so to be offered are initially
convertible); provided, however, that in no
event shall the consideration to be paid upon the exercise of one Right be less
than the aggregate par value of the shares of capital stock of the Company
issuable upon exercise of one Right.  In case such subscription price
may be paid in a consideration part or all of which shall be in a form other
than cash, the value of such consideration shall be as determined in good faith
by the Board of 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 and holders of the Rights.  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 Preferred Shares (including any such distribution made in
connection with a consolidation or merger in which the Company is the continuing
or surviving corporation) or evidences of indebtedness or assets (other than a
regular quarterly cash dividend or a dividend payable in Preferred Shares) or
subscription rights or warrants (excluding those referred to in Section 11(b)
hereof), the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the then-current per
share market price of the Preferred Shares on such record date, less the fair
market value (as determined in good faith by the Board of 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 and holders of the Rights)
of the portion of the assets or evidences of indebtedness so to be distributed
or of such subscription rights or warrants applicable to one Preferred Share and
the denominator of which shall be such then-current per share market price of
the Preferred Shares on such record date; provided, however, that in no
event shall the consideration to be paid upon the exercise of one Right be less
than the aggregate par value of the shares of capital stock of the Company to be
issued upon exercise of one Right.  Such adjustments shall be made
successively whenever such a record date is fixed; and, in the event that such
distribution is not so made, the Purchase Price shall again be adjusted to be
the Purchase Price which would then be in effect if such record date had not
been fixed.

     

    (d) 

     

        (i)    For the
purpose of any computation hereunder, the “current per share market price” of
any security (a “Security” for the
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 thirty (30)
consecutive Trading Days 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

     

    


    
      
        
          
             

          

           


        

        
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    of thirty
(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, reported at or prior to 4:00 P.M.
Dallas, Texas time or, in case no such sale takes place on such day, the average
of the bid and asked prices, regular way, reported as of 4:00 P.M. Dallas, Texas
time, in either case, as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to trading on the
New York Stock Exchange or, if the Security is not listed or admitted to trading
on the New York Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal
national securities exchange on which the Security is listed or admitted to
trading or, if the Security is not listed or admitted to trading on any national
securities exchange, the last quoted price reported at or prior to 4:00 P.M.
Dallas, Texas time or, if not so quoted, the average of the high bid and low
asked prices in the over-the-counter market, as reported as of 4:00 P.M. Dallas,
Texas time by NASDAQ or such other system then in use, or, if on any such date
the Security is not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker making a market
in the Security selected by the Board of 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, the “current per share market price” of
the Preferred Shares shall be determined in accordance with the method set forth
in Section 11(d)(i).  If the Preferred Shares are not publicly traded,
the “current per share market price” of the Preferred Shares shall be
conclusively deemed to be the current per share market price of the Common
Shares as determined pursuant to Section 11(d)(i) hereof (appropriately adjusted
to reflect any stock split, stock dividend or similar transaction occurring
after the date hereof), multiplied by one thousand.  If neither the
Common Shares nor the Preferred Shares are publicly held or so listed or traded,
“current per share market price” shall mean the fair value per share as
determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights
Agent.

     

    (e)    No
adjustment in the Purchase Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Purchase Price; provided, however, that any
adjustments which by reason of this Section 11(e) are not required to be made
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-millionth of a Preferred Share or one
ten-thousandth of any other share or security as the case may
be.  Notwithstanding the first sentence of this Section 11(e), any
adjustment required by this Section 11 shall be made no later than the earlier
of (i) three years from the date of the transaction which requires such
adjustment or (ii) the date of the expiration of the right to exercise any
Rights.

     

    


    
      
        
          
             

          

           


        

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

     

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

     

    (h)    Unless
the Company shall have exercised its election as provided in Section 11(i)
hereof, upon each adjustment of the Purchase Price as a result of the
calculations made in Sections 11(b) and (c) hereof, 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 Preferred Share (calculated to the nearest one
one-millionth of a Preferred Share) obtained by (A) multiplying (x) the number
of one one-thousandths of a share covered by a Right immediately prior to this
adjustment by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price and (B) dividing the product so obtained by the
Purchase Price in effect immediately after such adjustment of the Purchase
Price.

     

    (i)    The
Company may elect, on or after the date of any adjustment of the Purchase Price,
to adjust the number of Rights in substitution for any adjustment in the number
of one one-thousandths of a Preferred Share purchasable upon the exercise of a
Right.  Each of the Rights outstanding after such adjustment of the
number of Rights shall be exercisable for the number of one one-thousandths of a
Preferred Share for which a Right was exercisable immediately prior to such
adjustment.  Each Right held of record prior to such adjustment of the
number of Rights shall become that number of Rights (calculated to the nearest
one hundred-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 (and shall notify the Rights Agent in
writing) of its election to adjust the number of Rights, indicating the record
date for the adjustment, and, if known at the time, the amount of the adjustment
to be made.  This record date may be the date on which the Purchase
Price is adjusted or any day thereafter, but, if the Right Certificates have
been issued, shall be at least 10 days later than the date of the public
announcement.  If Right Certificates have been issued, upon each
adjustment of the number of Rights pursuant to this Section 11(i), the Company
shall, as promptly as practicable, cause to be distributed to holders of record
of Right Certificates on such record date Right Certificates evidencing, subject
to Section 14 hereof, the additional Rights to which such holders shall be
entitled as a result of such adjustment, or, at the option of the Company, shall
cause to be distributed to such holders of record in substitution and
replacement for the Right Certificates held by such holders prior to the date of
adjustment, and upon surrender thereof, if required by the Company, new Right
Certificates evidencing all the Rights to which such holders shall be entitled
after such adjustment.  Right Certificates so to be distributed shall
be issued, executed

     

    


    
      
        
          
             

          

           


        

        
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    and
countersigned in the manner provided for herein, and shall be registered in the
names of the holders of record of Right Certificates on the record date
specified in the public announcement.

     

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

     

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

     

    (l)    In any
case in which this Section 11 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 (and shall notify the Rights Agent in writing) until the
occurrence of such event the issuing to the holder of any Right exercised after
such record date of the Preferred Shares and other capital stock or securities
of the Company, if any, issuable upon such exercise over and above the Preferred
Shares and other capital stock or securities of the Company, if any, issuable
upon such exercise on the basis of the Purchase Price in effect prior to such
adjustment; provided, however, that the
Company shall deliver to such holder a due bill or other appropriate instrument
evidencing such holder’s right to receive such additional shares upon the
occurrence of the event requiring such adjustment.

     

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

     

    (n)    In the
event that, at any time after the date of this Agreement and prior to the
Distribution Date, the Company shall (i) declare or pay any dividend on the
Common Shares payable in Common Shares, or (ii) effect a subdivision,
combination or consolidation of the Common Shares (by reclassification or
otherwise than by payment of dividends in Common Shares) into a greater or
lesser number of Common Shares, then, in any such case, (A) the number of one
one-thousandths of a Preferred Share purchasable after such event upon proper
exercise of each Right shall be determined by multiplying the number of one
one-thousandths of a Preferred Share so purchasable immediately prior to such
event by a fraction, the numerator of which is the number of Common Shares
outstanding immediately before such event and the denominator of which is the
number of Common Shares outstanding immediately after such event, and (B) each
Common Share outstanding immediately after such event shall have issued with
respect to it that

     

    


    
      
        
          
             

          

           


        

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

     

    Section
12.   Certificate of Adjusted
Purchase Price or Number of Shares.  Whenever an adjustment is
made as provided in Section 11 hereof, the Company shall promptly (a) prepare a
certificate setting forth such adjustment and a brief statement of the facts
accounting for such adjustment, (b) file with the Rights Agent and with each
transfer agent for the Common Shares or the Preferred Shares and the Securities
and Exchange Commission a copy of such certificate and (c) if such adjustment
occurs at any time after the Distribution Date, mail a brief summary thereof to
each holder of a Right Certificate in accordance with 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 duty or liability with respect to, and shall not be deemed to have any
knowledge of any adjustment or any such event unless and until it shall have
received such certificate.

     

    Section
13.   [Reserved].

     

    Section
14.   Fractional Rights and
Fractional Shares.

     

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

     

    (b)    The
Company shall not be required to issue fractions of Preferred Shares (other than
fractions which are integral multiples of one one-thousandth of a Preferred
Share) upon exercise of the Rights or to distribute certificates which evidence
fractional Preferred Shares (other than

     

    


    
      
        
          
             

          

           


        

        
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    fractions
which are integral multiples of one one-thousandth of a Preferred
Share).  Fractions of Preferred Shares in integral multiples of one
one-thousandth of a Preferred Share may, at the election of the Company, be
evidenced by depositary receipts, pursuant to an appropriate agreement between
the Company and a depositary selected by it; provided that such
agreement shall provide that the holders of such depositary receipts shall have
all the rights, privileges and preferences to which they are entitled as
beneficial owners of the Preferred Shares represented by such depositary
receipts.  In lieu of fractional Preferred Shares that are not
integral multiples of one one-thousandth of a Preferred Share, the Company shall
pay to the registered holders of Right Certificates at the time such Rights are
exercised as herein provided an amount in cash equal to the same fraction of the
current market value of one Preferred Share.  For the purposes of this
Section 14(b), the current market value of a Preferred Share shall be the
closing price of a Preferred Share (as determined pursuant to the second
sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to
the date of such exercise.

     

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

     

    (d)    Whenever a
payment for fractional Rights or fractional shares is to be made by the Rights
Agent, the Company shall (i) as promptly as practicable 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.

     

    Section
15.   Rights of
Action.

     

    (a)    All
rights of action in respect of this Agreement, excepting the rights of action
given to the Rights Agent under Section 18 and Section 20 hereof, are vested in
the respective registered holders of the Right Certificates (and, prior to the
Distribution Date, the registered holders of the Common Shares); and any
registered holder of any Right Certificate (or, prior to the Distribution Date,
of the Common Shares), without the consent of the Rights Agent or of the holder
of any other Right Certificate (or, prior to the Distribution Date, of the
Common Shares), may, in such holder’s own behalf and for such holder’s own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect of, such holder’s
right to exercise the Rights evidenced by such Right Certificate in the manner
provided in such Right Certificate and in this Agreement.  Without
limiting the foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the holders of Rights would not have an adequate
remedy at law for any breach of this Agreement, and will be entitled to specific
performance of the obligations under, and injunctive relief against actual or
threatened violations of the obligations of any Person subject to, this
Agreement.

     

    


    
      
        
          
             

          

           


        

        
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    (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
performance of such obligation.

     

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

     

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

     

    (b)    after the
Distribution Date, the Right Certificates are transferable only on the registry
books of the Rights Agent if surrendered at the 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 associated Common
Shares certificate) is registered as the absolute owner thereof and of the
Rights evidenced thereby (notwithstanding any notations of ownership or writing
on the Right Certificate or the associated Common Shares certificate made by
anyone other than the Company or the Rights Agent) for all purposes whatsoever,
and neither the Company nor the Rights Agent shall be affected by any notice to
the contrary.

     

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

     

    Section
18.   Concerning the Rights
Agent.  The Company agrees to pay to the Rights Agent
reasonable compensation for all services rendered by it hereunder, and, from
time to time, on demand of the Rights Agent, its reasonable expenses and counsel
fees and other disbursements incurred in the preparation, delivery, amendment,
administration and execution of this Agreement and the exercise and performance
of its duties hereunder.  The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss, liability, damage,
judgment, fine, penalty, claim, demand, settlement, cost or expense (including,
without limitation, the reasonable fees and expenses of legal counsel) incurred
for any action taken,

     

    


    
      
        
          
             

          

           


        

        
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    suffered
or omitted by the Rights Agent in connection with the acceptance,
administration, exercise and performance of its duties under this Agreement,
except to the extent that such loss, liability, damage, judgment, fine, penalty,
claim, demand, settlement, cost or expense shall have been determined by a court
of competent jurisdiction to be a result of the Rights Agent’s gross negligence,
bad faith or willful misconduct.  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.

     

    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 administration of this Agreement and the exercise and performance of its
duties hereunder, in reliance upon any Right Certificate or certificate for the
Preferred Shares or Common Shares or for other securities of the Company,
instrument of assignment or transfer, power of attorney, endorsement, affidavit,
letter, notice, direction, consent, certificate, statement, or other paper or
document believed by it to be genuine and to be signed, 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 any action in connection therewith unless and until it has received such
notice.

     

    Section
19.   Merger or Consolidation or
Change of Name of Rights Agent.  Any Person into which the
Rights Agent or any successor Rights Agent may be merged or with which it may be
consolidated, or any Person resulting from any merger or consolidation to which
the Rights Agent or any successor Rights Agent shall be a party, or any Person
succeeding to the shareholder services business of the Rights Agent or any
successor Rights Agent, shall be the successor to the Rights Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto; provided that such
Person would be eligible for appointment as a successor Rights Agent under the
provisions of Section 21 hereof.  In case at the time such successor
Rights Agent shall succeed to the agency created by this Agreement, any of the
Right Certificates shall have been countersigned but not delivered, any such
successor Rights Agent may adopt the countersignature of the predecessor Rights
Agent and deliver such Right Certificates so countersigned; and, in case at that
time any of the Right Certificates shall not have been countersigned, any
successor Rights Agent may countersign such Right Certificates either in the
name of the predecessor Rights Agent or in the name of the successor Rights
Agent; and, in all such cases, such Right Certificates shall have the full force
provided in the Right Certificates and in this Agreement.

     

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

     

    


    
      
        
          
             

          

           


        

        
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    Section
20.   Rights and Duties of Rights
Agent.  The Rights Agent undertakes to perform only the duties
and obligations specifically imposed by this 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 by it in accordance with such advice or
opinion.

     

    (b)    Whenever
in the performance of its duties under this Agreement the Rights Agent shall
deem it necessary or desirable that any fact or matter be proved or established
by the Company prior to taking, 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 Chairman of the Board, the
Chief Executive Officer, the President, any Vice President, the Treasurer or the
Secretary of the Company and delivered to the Rights Agent; and such certificate
shall be full 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 by it under the provisions of this Agreement in reliance
upon such certificate.

     

    (c)    The
Rights Agent shall be liable hereunder to the Company and any other Person only
for its own gross negligence, bad faith or willful misconduct determined by 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 an amount
equal to forty-eight (48) times the amount of the 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 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 have any liability for or be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Right Certificate;
nor shall it be responsible for any change in the exercisability of the Rights
(including the Rights becoming null and void pursuant to Section 11(a)(ii)
hereof) or any adjustment in the terms of the Rights (including the manner,
method or amount thereof) provided for in Section 3, 11, 23 or 24 hereof, or the
ascertaining of the existence of facts that would require any such change or
adjustment (except with respect to the exercise of Rights evidenced by Right
Certificates after receipt of the certificate described in Section 12 hereof,
upon which the Rights Agent may rely); nor shall it by

     

    


    
      
        
          
             

          

           


        

        
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    any act
hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any Preferred Shares to be issued pursuant to
this Agreement or any Right Certificate or as to whether any Preferred Shares
will, when issued, be validly authorized and issued, fully paid and
nonassessable.

     

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

     

    (g)    The
Rights Agent is hereby authorized and directed to accept instructions with
respect to the performance of its duties hereunder from any one of the Chairman
of the Board, the Chief Executive Officer, the President, any Vice President,
the Secretary or the Treasurer of the Company, and to apply to such officers for
advice or instructions in connection with its duties, and such instructions
shall be full authorization and protection to the Rights Agent and the Rights
Agent shall not be liable for or in respect of any action taken, suffered or
omitted by it in accordance with instructions of any such 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.

     

    (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
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
misconduct of any such attorneys or agents or for any loss to the Company or any
other Person resulting from any such act, default, neglect or misconduct, absent
gross negligence, bad faith or willful misconduct (each as determined by a court
of competent jurisdiction) in the selection and continued employment
thereof.

     

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

     

    (k)    If, with
respect to any Rights Certificate surrendered to the Rights Agent for exercise
or transfer, the certificate attached to the form of assignment or form of
election to purchase, as the case may be, has not been completed, the Rights
Agent shall not take any further action with respect to such exercise or
transfer without first consulting with the Company.

     

    


    
      
        
          
             

          

           


        

        
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    Section
21.   Change of Rights
Agent.  The Rights Agent or any successor Rights Agent may
resign and be discharged from its duties under this Agreement upon thirty (30)
days’ notice in writing mailed to the Company and to each transfer agent of the
Common Shares or Preferred Shares known to the Rights Agent, by registered or
certified mail, and to the holders of the Right Certificates by first-class
mail.  The Company may remove the Rights Agent or any successor Rights
Agent upon thirty (30) days’ notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer agent of the
Common Shares or Preferred Shares by registered or certified mail, and to the
holders of the Right Certificates by first-class mail.  If the Rights
Agent shall resign or be removed or shall otherwise become incapable of acting,
the Company shall appoint a successor to the Rights Agent.  If the
Company shall fail to make such appointment within a period of thirty (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 (which holder shall, with such notice,
submit such holder’s 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
Person organized and doing business under the laws of the United States or any
state of the United States, in good standing, 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 (a) has at
the time of its appointment as Rights Agent a combined capital and surplus of at
least $50 million or (b) is a direct or indirect Subsidiary of such a
Person.  After appointment, the successor Rights Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the
purpose.  Not later than the effective date of any such appointment,
the Company shall file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Common Shares or Preferred Shares, and mail
a notice thereof in writing to the registered holders of the Right
Certificates.  Failure to give any notice provided for in this Section
21, however, or any defect therein, shall not affect the legality or validity of
the resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.

     

    Section
22.   Issuance of New Right
Certificates.  Notwithstanding any of the provisions of this
Agreement or of the Rights to the contrary, the Company may, at its option,
issue new Right Certificates evidencing Rights in such form as may be approved
by the Board of Directors of the Company to reflect any adjustment or change in
the Purchase Price and the number or kind or class of shares or other securities
or property purchasable under the Right Certificates made in accordance with the
provisions of this Agreement.

     

    Section
23.   Redemption.

     

    (a)    The Board
of Directors of the Company may, at its option, at any time prior to such time
as any Person becomes an Acquiring Person, redeem all but not less than all the
then outstanding Rights at a redemption price of $.01 per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such redemption price being hereinafter
referred to as the “Redemption
Price”).  The redemption of the Rights by the
Board

     

    


    
      
        
          
             

          

           


        

        
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    of
Directors of the Company 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.

     

    (b)    Immediately
upon the action of the Board of Directors of the Company ordering the redemption
of the Rights pursuant to paragraph (a) of this Section 23, and without any
further action and without any notice, the right to exercise the Rights will
terminate and the only right thereafter of the holders of Rights shall be to
receive the Redemption Price.  The Company shall promptly give public
notice of any such redemption (and shall notify the Rights Agent in writing);
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 of the Company ordering the redemption of the Rights, the Company
shall mail a notice of redemption to all the holders of the then outstanding
Rights at their last addresses as they appear upon the registry books of the
Rights Agent or, prior to the Distribution Date, on the registry books of the
transfer agent for the Common Shares.  Any notice which is mailed in
the manner herein provided shall be deemed given, whether or not the holder
receives the notice.  Each such notice of redemption will state the
method by which the payment of the Redemption Price will be
made.  Neither the Company nor any of its Affiliates or Associates may
redeem, acquire or purchase for value any Rights at any time in any manner other
than that specifically set forth in this Section 23 or in Section 24 hereof, and
other than in connection with the purchase of Common Shares prior to the
Distribution Date.

     

    Section
24.   Exchange.

     

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

     

    (b)    Immediately
upon 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 Common Shares 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 (and shall notify the Rights
Agent in writing); provided, however, that the
failure to give, or any defect in, such notice shall not affect the validity of
such exchange.  The Company promptly shall mail a notice of any such
exchange to all of the holders of such Rights at their last addresses as they
appear upon the registry books of the Rights Agent.  Any notice which
is mailed in the manner herein provided shall be deemed given, whether or not
the holder receives the notice.  Each such notice of exchange will
state the

     

    


    
      
        
          
             

          

           


        

        
          -24-

          
            

          

        

        
           


        

      

    

    


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

     

    (c)    In the
event that there shall not be sufficient Common Shares issued but not
outstanding or authorized but unissued to permit any exchange of Rights as
contemplated in accordance with this Section 24, the Company shall take all such
action as may be necessary to authorize additional Common Shares for issuance
upon exchange of the Rights.  In the event the Company shall, after
good faith effort, be unable to take all such action as may be necessary to
authorize such additional Common Shares, the Company shall substitute, for each
Common Share that would otherwise be issuable upon exchange of a Right, a number
of Preferred Shares or fraction thereof such that the current per share market
price of one Preferred Share multiplied by such number or fraction is equal to
the current per share market price of one Common Share as of the date of
issuance of such Preferred Shares or fraction thereof.

     

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

     

    Section
25.   Notice of Certain
Events.

     

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

     

    


    
      
        
          
             

          

           


        

        
          -25-

          
            

          

        

        
           


        

      

    

    


    Preferred
Shares, if any such date is to be fixed, and such notice shall be so given in
the case of any action covered by clause (i) or (ii) above at least 10 days
prior to the record date for determining holders of the Preferred Shares for
purposes of such action, and, in the case of any such other action, at least 10
days prior to the date of the taking of such proposed action or the date of
participation therein by the holders of the Common Shares and/or Preferred
Shares, whichever shall be the earlier.

     

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

     

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

     

    Centex
Corporation

    2728 N.
Harwood Street

    Dallas,
TX  75201

    Attention:  Corporate
Secretary

     

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

     

    Mellon
Investor Services LLC

    600 N.
Pearl, Suite 100

    Dallas,
Texas  75201

    Attention:  David
M. Cary


     

    With a
copy to:


     

    Mellon
Investor Services LLC

    480
Washington Boulevard

    Jersey
City, NJ 07310

    Attention:
General Counsel

    Facsimile:
(201) 680-4610

     

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

     

    


    
      
        
          
             

          

           


        

        
          -26-

          
            

          

        

        
           


        

      

    

    


    Section
27.   Supplements and
Amendments.  Subject to this Section 27, the Company may from
time to time supplement or amend this Agreement without the approval of any
holders of Right Certificates in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provisions herein, to shorten or lengthen any time period
hereunder or to make or amend any other provisions with respect to the Rights
which the Company may deem necessary or desirable, any such supplement or
amendment to be evidenced by a writing signed by the Company and the Rights
Agent; provided, however, that, from
and after such time as any Person becomes an Acquiring Person, this Agreement
shall not be amended in any manner which would adversely affect the interests of
the holders of Rights (other than an Acquiring Person or an Affiliate or
Associate of an Acquiring Person); provided, further that, 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, or
immunities under this Agreement; provided, further that, the
Rights Agent may refrain from entering into any supplement or amendment until
the Company has delivered to the Rights Agent (if it so requests in writing) a
certificate from an appropriate officer of the Company that states that the
proposed supplement or amendment complies with this Section 27.

     

    Section
28.   Determinations and Actions
by the Board.

     

    (a)    For all
purposes of this Agreement, any calculation of the number of Common Shares or
any other class of capital stock outstanding at any particular time, including
for purposes of determining the particular percentage of such outstanding Common
Shares of which any Person is the Beneficial Owner, shall be made in accordance
with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and
Regulations under the Exchange Act or the provisions of Section
382.

     

    (b)    The Board
of Directors shall have the exclusive power and authority to administer this
Agreement and to exercise all rights and powers specifically granted to the
Board or to the Company, or as may be necessary or advisable in the
administration of this Agreement, including, without limitation, the right and
power to (i) interpret the provisions of this Agreement, and (ii) make all
determinations and calculations deemed necessary or advisable for the
administration of this Agreement (including without limitation a determination
to redeem or not redeem the Rights or amend this Agreement).

     

    (c)    All such
actions, calculations, interpretations and determinations (including, for
purposes of clause (y) below, all omissions with respect to the foregoing) which
are done or made by the Board in good faith, shall (x) be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights and all
other Persons, and (y) not subject the Board, or any of the directors on the
Board, to any liability to any person, including without limitation the Rights
Agent and the holders of the Rights.  Unless otherwise notified, the
Rights Agent shall always be entitled to assume that the Board acted in good
faith and the Rights Agent shall be fully protected and shall incur no liability
in reliance thereon.

     

    Section
29.   Annual Review by Independent
Directors.  A committee of Independent Directors (the
“Committee”), which shall be the Corporate Governance and Nominating Committee
of the Board of Directors of the Company (or any successor committee) as long as
the members of such committee meet such requirements, shall review and evaluate
this

     

    


    
      
        
          
             

          

           


        

        
          -27-

          
            

          

        

        
           


        

      

    

    


    Agreement
at least annually in order to consider whether the maintenance of this Agreement
continues to be in the best interests of the Company and the stockholders of the
Company.  Following each such review, the Committee shall communicate
its conclusions to the full Board of Directors of the Company, including any
recommendation in light thereof as to whether this Agreement should be modified
or the Rights should be redeemed.  The Committee, when considering
whether this Agreement should be modified or the Rights should be redeemed,
shall have the power and authority (a) to set their own agenda, (b) to retain,
at the expense of the Company, its choice of legal counsel, investment bankers
and other advisors and (c) to review all information of the Company and to
consider any and all factors it deems relevant to an evaluation of whether this
Agreement should be modified or the Rights should be redeemed.

     

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

     

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

     

    Section
32.   Severability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated; and provided further, that if any
such excluded term, provision, covenant or restriction shall materially
adversely affect the rights, immunities, duties or obligations of the Rights
Agent, the Rights Agent shall be entitled to resign immediately.

     

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

     

    Section
34.   Counterparts.  This
Agreement may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.

     

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

     

    


    
      
        
          
             

          

           


        

        
          -28-

          
            

          

        

        
           


        

      

    

    


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

     

    
      	
              Attest:

            	 
      	
              CENTEX
      CORPORATION

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              By

            	
              /s/
      Drew F. Nachowiak

            	 
      	
              By

            	
              /s/
      Brian J. Woram

            
	 
      	
              Name:
      Drew F. Nachowiak

            	 
      	 
      	
              Brian
      J. Woram

            
	 
      	
              Title:
      Assistant Secretary

            	 
      	 
      	
              Senior
      Vice President

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Attest:

            	 
      	
              MELLON
      INVESTOR SERVICES LLC,

            
	 
      	 
      	 
      	
              as
      Rights Agent

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              By

            	
              /s/
      Patricia T. Knight

            	 
      	
              By

            	
              /s/
      David M. Cary

            
	 
      	
              Name:
      Patricia T. Knight

            	 
      	 
      	
              David
      M. Cary

            
	 
      	
              Title:
      Relationship Manager

            	 
      	 
      	
              Vice
      President

            


    

    


     

    
      
        
          
          

           


        

        
          -29-

          
            

          

        

        
           


          
            Exhibit A


          

        

      

    

    


    


     

    CERTIFICATE
OF DESIGNATION, PREFERENCES AND

    RIGHTS OF
JUNIOR PARTICIPATING PREFERRED STOCK, SERIES D

    of

    CENTEX
CORPORATION

    


    Pursuant
to the authority conferred upon the Board of Directors by the Restated Articles
of Incorporation of the said Corporation, the Executive Committee of said Board
of Directors effective February 24, 2009, adopted the following resolution
creating a series of 250,000 shares of Preferred Stock designated as Junior
Participating Preferred Stock, Series D:

     

    RESOLVED,
that pursuant to the authority vested in the Board of Directors of this
Corporation in accordance with the provisions of its Restated Articles of
Incorporation (as hereafter amended or supplemented, the "Articles of
Incorporation"), a series of Preferred Stock of the Corporation be and it hereby
is created, and that the designation and amount thereof and the voting powers,
preferences and relative, participating, optional and other special rights of
the shares of such series, and the qualifications, limitations or restrictions
thereof are as follows:

     

    Section
1.    Designation and
Amount.     The shares of such series shall be
designated as "Junior Participating Preferred Stock, Series D", par value $.25
per share (the "Series D Preferred Stock"), and the number of shares
constituting such series shall be 250,000.

     

    Section
2.    Dividends and
Distributions.

     

    (a)           Subject
to the prior and superior rights of the holders of any shares of any series of
Preferred Stock ranking prior and superior to the shares of Series D Preferred
Stock with respect to dividends, the holders of shares of Series D Preferred
Stock shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available therefor, quarterly dividends payable
in cash on the 1st day of January, April, July and September in each year (each
such date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series D Preferred Stock, in an amount per
share (rounded to the nearest cent), subject to the provision for adjustment
hereinafter set forth, equal to 1000 times the aggregate per share amount of all
cash dividends, and 1000 times the aggregate per share amount (payable-in-kind)
of all non-cash dividends or other distributions other than a dividend payable
in shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock, par
value $.25 per share, of the Corporation (the "Common Stock") since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series D Preferred Stock.  In the event the
Corporation shall at any time (i) declare any dividend on Common Stock payable
in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the amount to which holders of shares of Series D 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

     

    


    
      
        
          
             

          

           


        

        
          A-1

          
            

          

        

        
           


          
             

          

        

      

    

    


    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 D Preferred
Stock as provided in paragraph (a) above immediately after it declares a
dividend or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock).

     

    (c)           Dividends
shall begin to accrue and be cumulative on outstanding shares of Series D
Preferred Stock from the Quarterly Dividend Payment Date next preceding the date
of issue of such shares of Series D Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series D Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear
interest.  Dividends paid on the shares of Series D 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 D
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 30 days prior to the
date fixed for the payment thereof.

     

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

     

    (a)           Subject
to the provision for adjustment hereinafter set forth, each share of Series D
Preferred Stock shall entitle the holder thereof to 1000 votes on all matters
submitted to a vote of the stockholders of the Corporation.  In the
event the Corporation shall at any time (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the number of votes per share to which holders of shares
of Series D 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 any other Certificate of Designations creating
a series of Preferred Stock or any similar stock, or by law, the holders of
shares of Series D 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.

     

    


    
      
        
          
             

          

           


        

        
          A-2

          
            

          

        

        
           


          
             

          

        

      

    

    


    (c)           Except
as set forth herein, holders of Series D 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.

     

    Section
4.    Certain
Restrictions.

     

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

     

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

     

    (ii)           declare
or pay dividends on or make any other distributions on any shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series D Preferred Stock, except dividends paid ratably on
the Series D 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 D Preferred Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such junior stock in
exchange for shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the Series D
Preferred Stock;

     

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

     

    (b)     The
Corporation shall not permit any subsidiary of the Corporation to purchase or
otherwise acquire for consideration any shares of stock of the Corporation
unless the Corporation could, under subparagraph (a) of this Section 4, purchase
or otherwise acquire such shares at such time and in such manner.

     

    Section
5.    Reacquired
Shares.     Any shares of Series D Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof.  All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of
a new

     

    


    
      
        
          
             

          

           


        

        
          A-3

          
            

          

        

        
           


          
             

          

        

      

    

    


    series of
Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.

     

    Section
6.    Liquidation, Dissolution or
Winding Up.     Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (i)
to the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series D unless, prior thereto,
the holders of shares of Series D Preferred Stock shall have received an amount
equal to accrued and unpaid dividends and distributions thereon, whether or not
declared to the date of such payment, provided that the holders of shares of
Series D Preferred Stock shall be entitled to receive an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to
1000 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
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series D Preferred Stock, except distributions made ratably on the Series D
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 the Corporation shall at any
time after the Rights Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the aggregate amount to which holders of shares of Series
D Preferred Stock were entitled immediately prior to such event under the
proviso in clause (i) 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.

     

    Section
7.    Consolidation, Merger,
etc.     In case the Corporation shall enter
into any consolidation, merger, combination, conversion, share exchange or other
transaction in which the shares of Common Stock are exchanged for or changed
into other stock, a member’s interest, a partnership interest, a beneficial
interest in a trust or other owner’s interest, or securities, cash and/or any
other property, then in any such case the shares of Series D Preferred Stock
shall at the same time be similarly exchanged or changed in an amount per share
(subject to the provision for adjustment hereinafter set forth) equal to 1000
times the aggregate amount of stock, member’s interest, partnership interest,
beneficial interest in a trust or other owner’s interest, securities, cash
and/or any other property (payable in kind), as the case may be, into which or
for which each share of Common Stock is changed or exchanged.  In the
event the Corporation shall at any time (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the amount set forth in the preceding sentence with
respect to the exchange or change of shares of Series D 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.

     

    Section
8.    No Redemption; No Sinking
Fund.

     

    (a)           The
shares of Series D Preferred Stock shall not be redeemable.

     

     

    
      
        
          
             

          

           


        

        
          A-4

          
            

          

        

        
           


          
             

          

        

      

    

    


    (b)           The
shares of Series D Preferred Stock shall not be subject to or entitled to the
operation of a retirement or sinking fund.

     

    Section
9.    Ranking.     The
Series D Preferred Stock shall rank junior to all other series of the
Corporation's Preferred Stock as to the payment of dividends and distribution of
assets, unless the terms of any such series shall provide
otherwise.

     

    Section
10.   Amendment.     The
Articles of Incorporation shall not be further amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series D Preferred Stock so as to affect them adversely without the affirmative
vote of the holders of two-thirds or more of the outstanding shares of Series D
Preferred Stock, voting separately as a class.

     

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

     

    


    
      
        
          
             

          

           


        

        
          A-5

          
            

          

        

        
           


          
            Exhibit B


          

        

      

    

    


    Form of
Right Certificate

                                                                                                                           

    
    

     

    
      	Certificate No.
      R-    	
                     
      Rights

            


    

     

     

    NOT
EXERCISABLE AFTER FEBRUARY 24, 2019 OR EARLIER IF REDEMPTION
OR EXCHANGE OCCURS OR AS OTHERWISE SPECIFIED IN THE AGREEMENT.  THE
RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE ON THE TERMS
SET FORTH IN THE AGREEMENT.

     

    Right
Certificate

     

    CENTEX
CORPORATION

     

    This
certifies that  __________, or registered assigns, is the registered owner
of the number of Rights set forth above, each of which entitles the owner
thereof, subject to the terms, provisions and conditions of the Agreement, dated
as of February 24, 2009 (the “Agreement”), between Centex Corporation, a Nevada
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 Agreement)
and prior to 5:00 P.M., Dallas, Texas time, on _________, _____ (or earlier
as specified in the Agreement) at the principal office of the Rights Agent, or
at the office of its successor as Rights Agent, one one-thousandth of a fully
paid non-assessable share of Junior Participating Preferred Stock, Series D, par
value $0.25 per share, of the Company (the “Preferred Shares”), at a purchase
price of $50 per one one-thousandth of a Preferred Share (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 Preferred
Share 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           ,
____, based on the Preferred Shares as constituted at such date.  As
provided in the Agreement, the Purchase Price and the number of one
one-thousandths of a Preferred Share which may be purchased upon the exercise of
the Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events.

     

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

     

    This
Right Certificate, with or without other Right Certificates, upon surrender at
the principal office of the Rights Agent, may be exchanged for another Right
Certificate or Right Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of Preferred Shares as
the Rights evidenced by the Right Certificate or Right Certificates surrendered
shall have entitled such holder to purchase.  If this Right
Certificate

     

    


    
      
        
          
             

          

           


        

        
          B-1

          
            

          

        

        
           


          
             

          

        

      

    

    


    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 Agreement, the Rights evidenced by this Right
Certificate (i) may be redeemed by the Company at a redemption price of $.01 per
Right or (ii) may be exchanged in whole or in part for Preferred Shares or
shares of the Company’s Common Stock, par value $.25 per share.

     

    No
fractional Preferred Shares will be issued upon the exercise of any Right or
Rights evidenced hereby (other than fractions which are integral multiples of
one one-thousandth of a Preferred Share, 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 Agreement.

     

    No holder
of this Right Certificate shall be entitled to vote or receive dividends or be
deemed for any purpose the holder of the Preferred Shares or of any other
securities of the Company which may at any time be issuable on the exercise
hereof, nor shall anything contained in the 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 Agreement), or to
receive dividends or subscription rights, or otherwise, until the Right or
Rights evidenced by this Right Certificate shall have been exercised as provided
in the Agreement.

     

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

     

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

     

     

    
      	ATTEST:	 
      	CENTEX
      CORPORATION
	 
      	 
      	 
      
	
               

            	 
      	
               

            
	
              Name:

            	 
      	
              Name:

            
	
              Title:

            	 
      	
              Title:      

            
	Countersigned:	 
      	          


    

     

     

    
      	MELLON
      INVESTOR SERVICES LLC,	 
      	 
	as
      Rights Agent	 	 
	 
      	 
      	 
      
	By	
               

            	 
      	
               

            
	 	
              Name:

            	 
      	
               

            
	 	
              Title:

            	 
      	
                  

            


    

    
       

       

    

    
      
        
          
             

          

           


        

        
          B-2

          
            

          

        

        
           


          
             

          

        

      

    

    


    Form of
Reverse Side of Right Certificate

     

    FORM OF
ASSIGNMENT

     

    (To be
executed by the registered holder if such

    holder
desires to transfer the Right Certificate.)

     

     

    FOR VALUE
RECEIVED                                 
hereby sells, assigns and transfers unto

     

                                                                                                                                                                                                                                                                

    (Please
print name and address of transferee)

     

                                                                                                                                                                                                                                           
                   

     

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

     

    
      
        
          	Dated: _______________________________	 
      	 
	 
      	 
      	 
      
	
                   

                	 
      	
                   

                
	
                   

                	 
      	
                  Signature

                


        

      

    

     

    
       

    

     

    Signature
Guaranteed:

    All
Guarantees must be made by a financial institution (such as a bank or broker)
which is a participant in the Securities Transfer Agents Medallion Program
(“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program
(“MSP”), or the Stock Exchanges Medallion Program (“SEMP”) and must not be
dated.  Guarantees by a notary public are not acceptable.

    


     

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

     

     

    
      	 
      	 
      	 
      
	
               

            	 
      	
               

            
	 	 	Signature


    

    
       

      
        
          
            
               

            

             


          

          
            B-3

            
              

            

          

          
             


            
               

            

          

        

      

      


    

    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 Right Certificate.)

     

    To:  CENTEX
CORPORATION

     

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

     

    Please
insert social security or other
identifying number

     

    _________________________________________________________________________
(Please
print name and address)

    _________________________________________________________________________



     

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

     

    Please
insert social security or other
identifying number

     

    _________________________________________________________________________
(Please
print name and address)

    ________________________________________________________________________


     

    
      	Dated: _______________________________	 
      	 
	 
      	 
      	 
      
	
               

            	 
      	
               

            
	
               

            	 
      	
              Signature

            


    

     

    Signature
Guaranteed:

     

    All
Guarantees must be made by a financial institution (such as a bank or broker)
which is a participant in the Securities Transfer Agents Medallion Program
(“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program
(“MSP”), or the Stock Exchanges Medallion Program (“SEMP”) and must not be
dated.  Guarantees by a notary public are not acceptable.

    


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

     

      	 
      	 
      	 
      
	
               

            	 
      	
               

            
	 	 	Signature


    

     

     

    
      
        
          
             

          

           


        

        
          B-4

          
            

          

        

        
           


          
             

          

        

      

    

    


    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, the Company and the
Rights Agent will deem the beneficial owner of the Rights evidenced by this
Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof
(as defined in the Agreement) and such Assignment or Election to Purchase will
not be honored.

     

    


    
      
        
          
             

          

           


        

        
          B-5

          
            

          

        

        
           


          
            Exhibit C


          

        

      

    

    


    SUMMARY
OF RIGHTS TO PURCHASE

     

    PREFERRED
SHARES

     

    


     

    Introduction

     

    Effective
February 24, 2009, the Executive Committee of the Board of Directors (the “Board”) of
Centex Corporation, a Nevada corporation (the “Company”),
adopted a rights plan and declared a dividend of one preferred share purchase
right (a “Right”)
for each outstanding share of common stock, par value $0.25 per share, of the
Company (“Common
Stock”).  The dividend is payable on March 6, 2009 to the
stockholders of record as of the close of business on March 6,
2009.  The specific terms of the Rights are contained in a Rights
Agreement, dated as of February 24, 2009, between the Company and Mellon
Investor Services LLC, as Rights Agent (the “Rights
Plan”).

     

    Following
is a summary of the Rights Plan.  Please note, however, that this
description is only a summary, and is not complete, and should be read together
with the entire Rights Agreement, which has been filed with the Securities and
Exchange Commission as an exhibit to the Registration Statement on Form 8-A
dated on or about February 25, 2009.  Upon written request, the
Company will provide a copy of the Rights Agreement free of charge to any of its
stockholders.

     

    The Board
adopted the Rights Plan in an effort to protect stockholder value by attempting
to protect against the possible limitation on our ability to use net operating
loss carry-overs, capital loss carry-overs, general business credit carry-overs,
alternative minimum tax credit carry-overs and foreign tax credit carry-overs,
as well as any “net unrealized built-in losses” within the meaning of Section
382 of the Internal Revenue Code, of the Company (collectively, “Tax
Benefits”) to reduce potential future federal and state income tax
obligations.  We have experienced and continue to experience
substantial operating losses, and under the Internal Revenue Code and rules
adopted by the Internal Revenue Service, and certain states, the Company may
“carryforward” these losses in certain circumstances to offset any current and
future earnings and thus reduce the Company's federal and state income tax
liability.  To the extent that the Tax Benefits do not otherwise
become limited, we believe that the Company will be able to carry forward a
significant amount of the Tax Benefits and therefore these Tax Benefits could be
a substantial asset to the Company.  However, if we experience an
“Ownership Change,” as defined in Section 382 of the Internal Revenue Code, the
Company's ability to use the Tax Benefits will be substantially limited or
delayed, which could therefore significantly impair the value of that
asset.

     

    The
Rights Plan is intended to act as a deterrent to any person or group acquiring
4.9% or more of our outstanding Common Stock (an “Acquiring
Person”) without the approval of the Board.  Stockholders who
own 4.9% or more of the Company's outstanding Common Stock as of the close of
business on February 24, 2009 will not trigger the Rights Plan so long as they
do not (i) acquire additional shares of Common Stock representing (a) one-half
of one percent (0.5%) or more of the shares of Common Stock then outstanding (if
they have continuously owned 5.0% or more since the date of the Rights Plan) or
(b) such number of additional shares of Common Stock as long as the aggregate
shares owned by such stockholder is less than 5.0% (if they have 

     

    


    
      
        
          
             

          

           


        

        
          C-1

          
            

          

        

        
           


          
             

          

        

      

    

    


    not
continuously owned 5% or more) or (ii) fall under 4.9% ownership of Common Stock
and then re-acquire shares that in the aggregate equal 4.9% or more of the
Common Stock.  A 4.9% limit has been included in the Rights Plan
because the tests for an “Ownership Change” under Section 382 are measured in
part by changes in the ownership by stockholders owning 5% or more of our Common
Stock.  The Rights Plan does not exempt any future acquisitions of
Common Stock by Acquiring Persons.  The Board may, in its sole
discretion, exempt any person or group from being deemed an Acquiring Person for
purposes of the Rights Plan if it determines the acquisition by such person or
group will not jeopardize tax benefits or is otherwise in the Company’s best
interests.

     

    Summary of Rights
Plan

     

    The
Rights.  The Rights will
initially trade with, and will be inseparable from, the Common
Stock.  The Rights will be evidenced only by certificates that
represent shares of Common Stock.  New Rights will accompany any new
shares of Common Stock we issue after March 6, 2009 until the Distribution Date
described below.

     

    Exercise
Price.  Each Right will allow its holder to purchase from the
Company one one-thousandth of a share of Junior Participating Preferred Stock,
Series D (“Preferred
Share”) for $50 (the “Exercise
Price”), once the Rights become exercisable.  This portion of a
Preferred Share will give the stockholder approximately the same dividend,
voting, and liquidation rights as would one share of Common
Stock.  Prior to exercise, the Right does not give its holder any
dividend, voting, or liquidation rights.

     

    Exercisability.  The Rights will
not be exercisable until 10 days after the public announcement that a person or
group has become an “Acquiring Person” by obtaining beneficial ownership of 4.9%
or more of the outstanding Common Stock or, if already the beneficial owner of
at least 4.9% of the outstanding Common Stock, by acquiring additional shares of
Common Stock representing (a) one-half of one percent (0.5%) or more of the
shares of Common Stock then outstanding (if they have continuously owned 5.0% or
more since the date of the Rights Plan) or (b) such number of additional shares
of Common Stock so that the aggregate shares owned by such stockholder is equal
to or greater than 5.0% (otherwise).

     

    The date
when the Rights become exercisable is the “Distribution
Date.”  Until that date, the Common Stock certificates will
also evidence the Rights and any transfer of shares of Common Stock will
constitute a transfer of Rights.  After that date, the Rights will
separate from the Common Stock and be evidenced by book-entry credits or by
Rights certificates that we will mail to all eligible holders of Common
Stock.  Any Rights held by an Acquiring Person are null and void and
may not be exercised.

     

    Consequences of a
Distribution.

     

    If a
person or group becomes an Acquiring Person which triggers a Distribution, all
holders of Rights except the Acquiring Person may, for the payment of $50,
purchase shares of Common Stock with a market value of $100, based on the market
price of the Common Stock as of the acquisition that resulted in such person or
group becoming an Acquiring Person.

     

    


    
      
        
          
             

          

           


        

        
          C-2

          
            

          

        

        
           


          
             

          

        

      

    

    


    Preferred
Share Provisions.

     

    Each one
one-thousandth of a Preferred Share, if issued:

     

    
      	
              ●  

            	
              will
      not be redeemable

            


    

     

    
      	
              ●
       

            	
              will
      entitle holders to an amount equal to the dividend paid on one share of
      Common Stock (if any)

            


    

     

    
      	
              ●  

            	
              will
      entitle holders upon liquidation to receive an amount equal to the payment
      made on one share of Common Stock

            


    

     

    
      	
              ●  

            	
              will
      have the same voting power as one share of Common
  Stock

            


    

     

    
      	
              ●  

            	
              will
      entitle holders to a per share payment equal to the payment made on one
      share of Common Stock, if shares of Common Stock are exchanged via merger,
      consolidation, conversion, share exchange, or a similar
      transaction.

            


    

     

    The value
of one one-thousandth interest in a Preferred Share should approximate the value
of one share of Common Stock.

     

    Expiration.  The Rights and
the Rights Plan will expire on the earliest of (i) February 24, 2019, (ii) the
time at which the Rights are redeemed pursuant to the Rights Agreement, (iii)
the time at which the Rights are exchanged pursuant to the Rights Agreement,
(iv) the repeal of Section 382 of the Code or a successor statute if the Board
determines that the Rights Agreement is no longer necessary for the preservation
of Tax Benefits, (v) the beginning of the taxable year of the Company to which
the Board determines that no Tax Benefits may be carried forward, and (vi)
February 24, 2010, if stockholder approval has not been obtained for the Rights
Agreement prior to such date.

     

    Redemption.  The
Board may redeem the Rights for $.01 per Right at any time before any person or
group becomes an Acquiring Person.  If the Board redeems any Rights,
it must redeem all of the Rights.  Once the Rights are redeemed, the
only right of the holders of Rights will be to receive the redemption price of
$.01 per Right.  The redemption price will be adjusted if we have a
stock split or stock dividends of Common Stock.

     

    Exchange.  After
the Distribution Date, but before an Acquiring Person owns 50% or more of the
outstanding Common Stock, the Board may extinguish the Rights by exchanging one
share of Common Stock or an equivalent security for each Right, other than
Rights held by the Acquiring Person.

     

    Anti-Dilution
Provisions.  The Board may adjust the purchase price of the
Preferred Shares, the number of Preferred Shares issuable and the number of
outstanding Rights to prevent dilution that may occur from a stock dividend, a
stock split, a reclassification of the Preferred Shares or Common
Stock.  No adjustments to the Exercise Price of less than 1% will be
made.

     

    Annual
Review.  A committee of
independent directors of the Company will review and evaluate the Rights
Agreement at least annually in order to consider whether the maintenance of
the

     

    


    
      
        
          
             

          

           


        

        
          C-3

          
            

          

        

        
           


          
             

          

        

      

    

    


    Rights
Agreement continues to be in the best interests of the Company and its
stockholders.  Following each such review, the committee shall
communicate its conclusions to the full Board, including any recommendation in
light thereof as to whether the Rights Agreement should be modified or the
Rights should be redeemed.

     

    Amendments.  The terms of the
Rights Agreement may be amended by the Board without the consent of the holders
of the Rights.  After a person or group becomes an Acquiring Person,
the Board may not amend the Rights Agreement in a way that adversely affects
holders of the Rights (other than an Acquiring Person or an Affiliate or
Associate of an Acquiring Person).

     

    


    
      
        
          
             

          

           


        

        
          C-4