ex4_1.htm


  
    Exhibit
4.1

    


    EXECUTION
COPY

     

     

     

     

     

     

     

     

    
      	 
      	 
      	 
      
	 
      	
               

              RIGHTS
      AGREEMENT

            	 
      
	 
      	
               

              VIRTUS
      INVESTMENT PARTNERS, INC.

            	 
      
	 
      	
               

              and

            	 
      
	 
      	
               

              MELLON
      INVESTOR SERVICES LLC,

            	 
      
	 
      	
               

              as
      Rights Agent

            	 
      
	 
      	
               

              Dated
      as of December 29, 2008

            	 
      
	 
      	 
      	 
      


    

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE OF
CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  	 
      	
                                                                          Page

                                                                        
	 	 
	
                                                                          Section
      1. Certain Definitions

                                                                        	
                                                                          1

                                                                        
	 	 
	
                                                                          Section
      2. Appointment of Rights Agent

                                                                        	
                                                                          5

                                                                        
	 	 
	
                                                                          Section
      3. Issuance of Right Certificates

                                                                        	
                                                                          5

                                                                        
	 	 
	
                                                                          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

                                                                        	
                                                                          8

                                                                        
	 	 
	
                                                                          Section
      8. Cancellation and Destruction of Right Certificates

                                                                        	
                                                                          10

                                                                        
	 	 
	
                                                                          Section
      9. Availability of Shares of Series C Preferred Stock

                                                                        	
                                                                          10

                                                                        
	 	 
	
                                                                          Section
      10. Series C Preferred Stock Record Date

                                                                        	
                                                                          11

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

                                                                        	
                                                                          11

                                                                        
	 	 
	
                                                                          Section
      12. Certificate of Adjusted Purchase Price or Number of
    Shares

                                                                        	
                                                                          18

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

                                                                        	
                                                                          18

                                                                        
	 	 
	
                                                                          Section
      14. Fractional Rights and Fractional Shares

                                                                        	
                                                                          22

                                                                        
	 	 
	
                                                                          Section
      15. Rights of Action

                                                                        	
                                                                          23

                                                                        
	 	 
	
                                                                          Section
      16. Agreement of Right Holders

                                                                        	
                                                                          24

                                                                        
	 	 
	
                                                                          Section
      17. Right Certificate Holder Not Deemed a Stockholder

                                                                        	
                                                                          24

                                                                        
	 	 
	
                                                                          Section
      18. Concerning the Rights Agent

                                                                        	
                                                                          25

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

                                                                        	
                                                                          25

                                                                        
	 	 
	
                                                                          Section
      20. Duties of Rights Agent

                                                                        	
                                                                          26

                                                                        
	 	 
	
                                                                          Section
      21. Change of Rights Agent

                                                                        	
                                                                          28

                                                                        
	 	 
	
                                                                          Section
      22. Issuance of New Right Certificates

                                                                        	
                                                                          29

                                                                        


                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
            

          

          
            -i-

            
              

            

          

          
            
            

          

        

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 	Page
	 	 
	
                                                Section
      23. Redemption

                                              	
                                                29

                                              
	 	 
	
                                                Section
      24. Exchange

                                              	
                                                30

                                              
	 	 
	
                                                Section
      25. Notice of Certain Events

                                              	
                                                31

                                              
	 	 
	
                                                Section
      26. Notices

                                              	
                                                32

                                              
	 	 
	
                                                Section
      27. Supplements and Amendments

                                              	
                                                33

                                              
	 	 
	
                                                Section
      28. Successors

                                              	
                                                33

                                              
	 	 
	
                                                Section
      29. Benefits of this Rights Agreement

                                              	
                                                33

                                              
	 	 
	
                                                Section
      30. Determinations and Actions by the Board of Directors

                                              	
                                                33

                                              
	 	 
	
                                                Section
      31. Severability

                                              	
                                                34

                                              
	 	 
	
                                                Section
      32. Governing Law

                                              	
                                                34

                                              
	 	 
	
                                                Section
      33. Counterparts

                                              	
                                                34

                                              
	 	 
	
                                                Section
      34. Descriptive Headings

                                              	
                                                34

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
 

    
      
        
          EXHIBITS



        
          Exhibit A
– Form of Certificate of Designations

           

          
            Exhibit B
– Form of Right Certificate

          

           

          Exhibit C – Form of
Summary of Rights

           

        

        
          
          

        

         

        
          
            
            

          

          
            -ii-

            
              

            

          

          
            
            

          

        

      

    

     

    INDEX OF DEFINED
TERMS

                                                                     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	Page 	 	 	Page 
	 	 	 	 	 
	
                                                  Acquiring
      Person

                                                	
                                                  1 
      

                                                	 
      	
                                                  Original
      Rights

                                                	
                                                  2 
      

                                                
	
                                                  Affiliate

                                                	
                                                  2 
      

                                                	 
      	
                                                  Person

                                                	
                                                  4 
      

                                                
	
                                                  Associate

                                                	
                                                  2 
      

                                                	 
      	
                                                  Principal
      Party

                                                	
                                                  20 
      

                                                
	
                                                  Authorized
      Officer

                                                	
                                                  26 
      

                                                	 
      	
                                                  Purchase
      Price

                                                	
                                                  9 
      

                                                
	
                                                  Beneficial
      Owner

                                                	
                                                  2 
      

                                                	 
      	
                                                  Record
      Date

                                                	
                                                  1 
      

                                                
	
                                                  Beneficial
      Ownership

                                                	
                                                  2 
      

                                                	 
      	
                                                  Redemption
      Date

                                                	
                                                  8 
      

                                                
	
                                                  beneficially
      own

                                                	
                                                  2 
      

                                                	 
      	
                                                  Redemption
      Price

                                                	
                                                  29 
      

                                                
	
                                                  Business
      Day

                                                	
                                                  3 
      

                                                	 
      	
                                                  Right

                                                	
                                                  1 
      

                                                
	
                                                  close
      of business

                                                	
                                                  3 
      

                                                	 
      	
                                                  Right
      Certificate

                                                	
                                                  5 
      

                                                
	
                                                  Common
      Stock

                                                	
                                                  3 
      

                                                	 
      	
                                                  Rights
      Agent

                                                	
                                                  1 
      

                                                
	
                                                  Common
      Stock equivalents

                                                	
                                                  13 
      

                                                	 
      	
                                                  Rights
      Agreement

                                                	
                                                  1 
      

                                                
	
                                                  Company

                                                	
                                                  1 
      

                                                	 
      	
                                                  Section
      11(a)(ii) Trigger Date

                                                	
                                                  13 
      

                                                
	
                                                  Current
      Value

                                                	
                                                  13 
      

                                                	 
      	
                                                  Securities
      Act

                                                	
                                                  4 
      

                                                
	
                                                  Distribution
      Date

                                                	
                                                  5 
      

                                                	 
      	
                                                  Security

                                                	
                                                  15 
      

                                                
	
                                                  equivalent
      preferred shares

                                                	
                                                  14 
      

                                                	 
      	
                                                  Series
      C Preferred Stock

                                                	
                                                  4 
      

                                                
	
                                                  Exchange
      Act

                                                	
                                                  2 
      

                                                	 
      	
                                                  Spread

                                                	
                                                  13 
      

                                                
	
                                                  Exchange
      Ratio

                                                	
                                                  30 
      

                                                	 
      	
                                                  Stock
      Acquisition Date

                                                	
                                                  4 
      

                                                
	
                                                  Exempted
      Entity

                                                	
                                                  4 
      

                                                	 
      	
                                                  Subsidiary

                                                	
                                                  5 
      

                                                
	
                                                  Expiration
      Date

                                                	
                                                  8 
      

                                                	 
      	
                                                  Substitution
      Period

                                                	
                                                  13 
      

                                                
	
                                                  Final
      Expiration Date

                                                	
                                                  8 
      

                                                	 
      	
                                                  Summary
      of Rights

                                                	
                                                  6 
      

                                                
	
                                                  invalidation
      time

                                                	
                                                  12 
      

                                                	 
      	
                                                  then
      outstanding

                                                	
                                                  1 
      

                                                
	
                                                  Nasdaq

                                                	
                                                  4 
      

                                                	 
      	
                                                  Trading
      Day

                                                	
                                                  15 
      

                                                
	
                                                  NYSE

                                                	
                                                  4 
      

                                                	 
      	 
      	 
      


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    RIGHTS
AGREEMENT

     

    Rights
Agreement, dated as of December 29, 2008 (as amended, supplemented or otherwise
modified from time to time, the “Rights Agreement”)
between Virtus Investment Partners, Inc., a Delaware corporation (the “Company”), and Mellon
Investor Services LLC (the “Rights
Agent”).

     

    W I T N E
S S E T H

     

    WHEREAS,
the Board of Directors of the Company has on December 12, 2008 authorized and
declared a dividend of one preferred share purchase right (a “Right”) for each
share of Common Stock (as defined below) of the Company outstanding as of the
close of business (as defined below) on December 31, 2008 (the “Record Date”), each
Right representing the right to purchase one one-thousandth (subject to
adjustment) of a share of Series C Preferred Stock (as defined below), upon the
terms and subject to the conditions herein set forth, and the Board of Directors
has further authorized and directed the issuance of one Right (subject to
adjustment as provided herein) with respect to each share of Common Stock that
shall become outstanding between the Record Date and the earlier of the
Distribution Date and the Expiration Date (as such terms are hereinafter
defined); provided, however, that Rights
may be issued with respect to shares of Common Stock that shall become
outstanding after the Distribution Date and prior to the Expiration Date in
accordance with Section 22.

     

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

     

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

     

    (a) “Acquiring Person”
shall mean any Person (as defined below) who or which shall be the Beneficial
Owner (as defined below) of 15% or more of the shares of Common Stock then
outstanding, but shall not include an Exempted Entity (as defined below); provided, however, that if the
Board of Directors of the Company determines in good faith that a Person who
would otherwise be an “Acquiring Person” has become such inadvertently
(including, without limitation, because (A) such Person was unaware that it
beneficially owned a percentage of Common Stock that would otherwise cause such
Person to be an “Acquiring Person” or (B) such Person was aware of the extent of
its Beneficial Ownership of Common Stock but had no actual knowledge of the
consequences of such Beneficial Ownership under this Rights Agreement) and
without any intention of changing or influencing control of the Company, then
such Person shall not be deemed to be or to have become an “Acquiring Person”
for any purposes of this Rights Agreement unless and until such Person shall
have failed to divest itself, as soon as practicable, if the Company so
requests, of Beneficial Ownership of a sufficient number of shares of Common
Stock so that such Person would no longer otherwise qualify as an “Acquiring
Person”.  Notwithstanding the foregoing, no Person shall be deemed an
“Acquiring Person” as the result of an acquisition of shares of Common Stock by
the Company which, by reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such Person to 15% or more
of the shares of Common Stock then outstanding;
provided, however, that if a
Person shall become the Beneficial Owner of 15% or more of the shares of Common
Stock then outstanding by reason of such share acquisitions by the Company and
thereafter becomes the Beneficial Owner of any additional shares of Common Stock
(other than pursuant to a dividend or distribution paid or made by the Company
on the outstanding Common Stock or pursuant to a split or subdivision of the
outstanding Common Stock), then such Person shall be deemed to be an “Acquiring
Person,” subject to the proviso set forth in the first sentence of this Section
1(a), unless upon the consummation of the acquisition of such additional shares
of Common Stock such Person does not beneficially own 15% or more of the shares
of Common Stock then outstanding.  The phrase “then outstanding”,
when used with reference to a Person’s Beneficial Ownership of securities of the
Company, shall mean the number of such securities then issued and outstanding
together with the number of such securities not then actually issued and
outstanding which such Person would be deemed to own beneficially
hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    (ii)       which
such Person or any of such Person’s Affiliates or Associates has (A) the right
to acquire (whether such right is exercisable immediately or only after the
passage of time) pursuant to any agreement, arrangement or understanding (other
than customary agreements with and between underwriters and selling group
members with respect to a bona fide public offering of securities), written or
otherwise, or upon the exercise of conversion rights, exchange rights, rights
(other than the Rights), warrants or options, or otherwise; provided, however, that a
Person shall not be deemed the Beneficial Owner of, or to beneficially own, (x)
securities tendered pursuant to a tender or exchange offer made by or on behalf
of such Person or any of such Person’s Affiliates or Associates until such
tendered securities are accepted for purchase or exchange, (y) securities which
such Person has a right to acquire on the exercise of Rights at any time prior
to the time a Person becomes an Acquiring Person or (z) securities issuable upon
exercise of Rights from and after the time a Person becomes an Acquiring Person
if such Rights were acquired by such Person or any of such Person’s Affiliates
or Associates prior to the  Distribution Date or pursuant to Section 3
or Section 22 hereof (the “Original Rights”) or
pursuant to Section 11(i) or Section 11(n) with respect to an adjustment to the
Original Rights; or (B) the right to vote pursuant to any agreement, arrangement
or understanding, written or otherwise; provided, however, that a
Person shall not be deemed the Beneficial Owner of, or to beneficially own, any
security by reason of such agreement, arrangement or understanding if the
agreement, arrangement or understanding to vote such security (1) arises solely
from a revocable proxy or consent given to such Person in
response to a public proxy or consent solicitation made pursuant to, and in
accordance with, the applicable rules and regulations promulgated under the
Exchange Act and (2) is not also then reportable on Schedule 13D under the
Exchange Act (or any comparable or successor report); or

     

    
      
        
        

      

      
        - 2
-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    (f) “Common Stock” when
used with reference to the Company shall mean the common stock, par value $0.01,
of the Company.  “Common Stock” when used with reference to any Person
other than the Company shall mean the capital stock (or, in the case of an
unincorporated entity, the equivalent equity interest) with the greatest voting
power of such other Person or, if such other Person is a subsidiary of another
Person, the Person or Persons which ultimately control such first-mentioned
Person.

     

    
      
        
        

      

      
        - 3
-

        
          

        

      

      
        
        

      

    

     

    (g) “Exempted Entity”
shall mean (1) the Company, (2) any Subsidiary (as defined below) of the Company
(in the case of subclauses (1) and (2) including, without limitation, in its
fiduciary capacity), (3) any employee benefit plan of the Company or of any
Subsidiary of the Company, (4) any entity or trustee holding Common Stock for or
pursuant to the terms
of any such plan or for the purpose of funding any such plan or funding other
employee benefits for employees of the Company or of any Subsidiary of the
Company. In addition, notwithstanding any provision of this Rights Agreement to
the contrary, Harris Investor Group shall be deemed an “Exempted Entity” for
all  purposes under this Rights Agreement, for so long as Harris
Investor is not in material breach of Section 7.04 of the Investment and
Contribution Agreement (the “Investment Agreement”), dated as of October 30,
2008, by and among the Company and Phoenix Investment Management Company, Harris
Investor and The Phoenix Companies, Inc. In the event that Harris Investor is in
material breach of Section 7.04 of the Investment Agreement, then Harris
Investor Group shall cease to be an Exempted Entity; provided, however, that if at
such time that Harris Investor Group ceases to be an Exempted Entity it
beneficially owns 15% or more of the shares of Common Stock outstanding,
notwithstanding anything in this Rights Agreement to the contrary, it shall not
be deemed to be or to have become an “Acquiring Person” for any purpose under
this Rights Agreement unless and until it shall acquire Beneficial Ownership of
any shares of Common Stock (other than pursuant to a dividend or distribution
paid or made by the Company on the outstanding Common Stock or pursuant to a
split or subdivision of the outstanding Common Stock) in excess of the number of
shares of Common Stock Harris Investor Group Beneficially Owns at the time that
it ceases to be an Exempted Entity.

     

    (h) “Harris Investor”
shall mean Harris Bankcorp, Inc.

     

    (i)
“Harris Investor
Group” shall mean any of Bank of Montreal, Harris Investor and their
direct or indirect Controlled Affiliates.  For purposes of this
definition of “Harris Investor Group,” “Controlled” shall have the meaning
ascribed to such term in Rule 12b-2 under the Exchange Act.

     

    (j) “Nasdaq” shall mean
The Nasdaq Stock Market LLC.

     

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

     

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

     

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

     

    (n)
“Series C Preferred
Stock” shall mean the Series C Junior Participating Preferred Stock, par
value $0.01 per share, of the Company having the rights and preferences set
forth in the Certificate of Designations attached to this Rights Agreement as
Exhibit A and, to the extent that there are not a sufficient number of shares of
Series C Junior Participating Preferred Stock authorized to permit the full
exercise of the Rights, any other series of preferred stock of the Company
designated for such purpose containing terms substantially similar to the terms
of the Series C Junior Participating Preferred Stock.

     

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

     

    
      
        
        

      

      
        - 4
-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Section
3.    Issuance of Right
Certificates.  (a)  Until the
close of business on the earlier of (i) the tenth day after the Stock
Acquisition Date or (ii) the tenth Business Day (or such later date as may be
determined by action of the Board of Directors prior to such time as any Person
becomes an Acquiring Person) after the date of the commencement by any Person
(other than an Exempted Entity) of, or of the first public announcement of the
intention of such Person (other than an Exempted Entity) to commence, a tender
or exchange offer the consummation of which would result in any Person (other
than an Exempted Entity) becoming the Beneficial Owner of 15% or more of the
shares of Common Stock then outstanding (including, in the case of both clause
(i) and (ii), any such date which is after the date of this Rights Agreement and
prior to the issuance of the Rights) (the earlier of such dates being herein
referred to as the “Distribution Date”),
(x) the Rights will be evidenced (subject to the provisions of Section 3(b)
hereof) by the certificates for Common Stock registered in the names of the
holders thereof and not by separate Right Certificates (as defined below), and
(y) the Rights will be transferable only in connection with the transfer of
Common Stock.  As soon as practicable after the Distribution Date, the
Company will prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent (and the Rights Agent will, if requested
and provided with all necessary information, send) by first-class, insured,
postage-prepaid mail, to each record holder of Common Stock as of the close of
business on the Distribution Date (other than any Acquiring Person or any
Associate or Affiliate of an Acquiring Person), at the address of such holder
shown on the records of the Company, a Right Certificate, in substantially the
form of Exhibit B hereto (a “Right Certificate”),
evidencing one Right (subject to adjustment as provided herein) for each share
of Common Stock so held.  As of and after the Distribution Date, the
Rights will be evidenced solely by such Right Certificates.  The
Company shall promptly notify the Rights Agent in writing upon the occurrence of
a Distribution Date.  Until such notice is received by the Rights
Agent, the Rights Agent may presume conclusively for all purposes that a
Distribution Date has not occurred.

     

    
      
        
        

      

      
        - 5
-

        
          

        

      

      
        
        

      

    

     

    (b) As
promptly as practicable following the Record Date, the Company will send a copy
of a Summary of Rights to Purchase Shares of Series C Preferred Stock, in
substantially the form of Exhibit C hereto (the “Summary of Rights”),
by electronic mail, to each record holder of Common Stock as of the close of
business on the Record Date (other than any Acquiring
Person or any Associate or Affiliate of any Acquiring Person), at the address of
such holder shown on the records of the Company; provided, however, the Company
will send a copy of the Summary of Rights by first-class, postage-prepaid mail
to each record holder who so requests upon receipt of the electronic
mail.  With respect to shares of Common Stock outstanding as of the
Record Date, until the Distribution Date, the Rights associated with such shares
will be evidenced by the share certificate for such shares of Common Stock
registered in the names of the holders thereof together with the Summary of
Rights.  Until the Distribution Date (or, if earlier, the Expiration
Date), the surrender for transfer of any certificate for Common Stock
outstanding on the Record Date, with or without a copy of the Summary of Rights,
shall also constitute the transfer of the Rights associated with the Common
Stock represented thereby.

     

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

     

    “This
certificate also evidences and entitles the holder hereof to certain rights as
set forth in a Rights Agreement between Virtus Investment Partners, Inc. and
Mellon Investor Services LLC, as Rights Agent, dated as of December 29, 2008, as
the same may be amended, supplemented or otherwise modified from time to time
(the “Rights
Agreement”), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal executive offices of
Virtus Investment Partners, Inc.  Under certain circumstances, as set
forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this
certificate.  Virtus Investment Partners, Inc. will mail to the holder
of this certificate a copy of the Rights Agreement without charge after receipt
of a written request therefor.  Under certain circumstances, as set
forth in the Rights Agreement, Rights owned by or transferred to any Person who
is or becomes an Acquiring Person (as defined in the Rights Agreement) and
certain transferees thereof will become null and void and will no longer be
transferable.”

     

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

     

    
      
        
        

      

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

     

    Section
4.    Form of Right
Certificates.  The Right Certificates (and the forms of
election to purchase shares and of assignment to be printed on the reverse
thereof) shall be substantially in the form set forth in Exhibit B hereto and
may have such marks of identification or designation and such legends, summaries
or endorsements printed thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Rights Agreement and which do not
affect the rights, duties, obligations or liabilities of the Rights Agent, or as
may be required to comply with any applicable law or with any rule or regulation
made pursuant thereto or with any rule or regulation of Nasdaq or of any other
stock exchange or automated quotation system on which the Rights may from time
to time be listed, or to conform to usage.  Subject to the provisions
of Sections 11 and 22 hereof, the Right Certificates shall entitle the holders
thereof to purchase such number of one one-thousandths of a share of Series C
Preferred Stock as shall be set forth therein at the Purchase Price (as
determined pursuant to Section 7), but the amount and type of securities
purchasable upon the exercise of each Right and the Purchase Price thereof shall
be subject to adjustment as provided herein.

     

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

     

    (b) Following
the Distribution Date and receipt by the Rights Agent of notice to that effect,
the Rights Agent will keep or cause to be kept, at an office or agency
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.

     

    
      
        
        

      

      
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    Section
6.    Transfer, Split Up,
Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or
Stolen Right Certificates.  (a)  Subject
to the provisions of this Rights Agreement, at any time after the close of
business on the Distribution Date, and prior to the close of business on the
Expiration Date, any Right Certificate or Right Certificates may be transferred,
split up, combined or exchanged for another Right Certificate or Right
Certificates, entitling the registered holder to purchase a like number of one
one-thousandths of a share of Series C Preferred Stock (or, following such time,
other securities, cash or assets as the case may be) as the Right Certificate or
Right Certificates surrendered then entitled such holder to
purchase.  Any registered holder desiring to transfer, split up,
combine or exchange any Right Certificate or Right Certificates shall make such
request in writing delivered to the Rights Agent, and shall surrender the Right
Certificate or Right Certificates to be transferred, split up, combined or
exchanged at the office or agency of the Rights Agent designated for such
purpose.  Thereupon the Rights Agent, subject to the provisions of
this Rights Agreement, shall countersign and deliver to the Person entitled
thereto a Right Certificate or Right Certificates, as the case may be, as so
requested.  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 have no duty or obligation to
take any action under any section of this Rights Agreement which requires
payment by a Rights holder of applicable taxes and charges to the Company unless
and until the Company provides a written certificate to the Rights Agent
certifying that all such taxes and/or charges have been paid.

     

    (b) Subject
to the provisions of this Rights Agreement, at any time after the Distribution
Date and prior to the Expiration Date, upon receipt by the Company and the
Rights Agent of evidence satisfactory to them of the loss, theft, destruction or
mutilation of a Right Certificate, and, in case of loss, theft or destruction,
of indemnity or security satisfactory to them, and reimbursement to the Company
and the Rights Agent of all reasonable expenses incidental thereto, and upon
surrender to the Rights Agent and cancellation of the Right Certificate if
mutilated, the Company will make and deliver a new Right Certificate of like
tenor to the Rights Agent for 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)  Except as
otherwise provided herein, the Rights shall become exercisable on the
Distribution Date, and thereafter the registered holder of any Right Certificate
may, subject to Section 11(a)(ii) hereof and except as otherwise provided
herein, exercise the Rights evidenced thereby in whole or in part upon surrender
of the Right Certificate, with the form of election to purchase on the reverse
side thereof duly executed, to the Rights Agent at the office or agency of the
Rights Agent designated for such purpose, together with payment of the Purchase
Price in cash, or by certified check or cashier’s check payable to the order of
the Company for each one one-thousandth of a share of Series C Preferred Stock
(or other securities, cash or assets, as the case may be) as to which the Rights
are exercised, at any time which is both after the Distribution Date and prior
to the time (the “Expiration Date”)
that is the earliest of (i) the close of business on June 19, 2011 (the “Final Expiration
Date”), (ii) the time at which the Rights are redeemed as provided in
Section 23 hereof (the “Redemption Date”) or
(iii) the time at which such Rights are exchanged as provided in Section 24
hereof.

    


    
      
        
        

      

      
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    (b) The
purchase price (the “Purchase Price”)
shall be initially $75.00 for each one one-thousandth of a share of Series C
Preferred Stock purchasable upon the exercise of a Right.  The
Purchase Price and the number of one one-thousandths of a share of Series C
Preferred Stock or other securities or property to be acquired upon exercise of
a Right shall be subject to adjustment from time to time as provided in Sections
11 and 13 hereof and shall be payable in lawful money of the United States of
America in accordance with paragraph (c) of this Section 7.

     

    (c) Except as
otherwise provided herein, upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase duly executed,
accompanied by payment of the aggregate Purchase Price for the number of shares
of Series C Preferred Stock 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 6 hereof, in cash or 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 (or
make available, if the Rights Agent is the transfer agent for such shares) of
the Series C Preferred Stock or make available if the Rights Agent is the
transfer agent for the Series C Preferred Stock certificates for the number of
shares of Series C Preferred Stock to be purchased, if the Rights Agent is the
transfer agent for such shares (and the Company hereby irrevocably authorizes
the Rights Agent, in its capacity as transfer agent, to comply with all such
requests), or (B) requisition from the depositary agent appointed by the Company
depositary receipts representing interests in such number of one one-thousandths
of a share of Series C Preferred Stock as are to be purchased, in which case
certificates for the Series C Preferred Stock represented by such receipts shall
be deposited by the transfer agent with the depositary agent (and the Company
hereby directs the depositary agent to comply with such request), (ii) when
appropriate, 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 appropriate, after receipt, promptly deliver such cash to
or upon the order of the registered holder of such Right
Certificate.

     

    (d) Except as
otherwise provided herein, in case the registered holder of any Right
Certificate shall exercise less than all the Rights evidenced thereby, a new
Right Certificate evidencing Rights equivalent to the exercisable Rights
remaining unexercised shall be issued by the Rights Agent to the registered
holder of such Right Certificate or to his duly authorized assigns, subject to
the provisions of Section 14 hereof.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    (c) From and
after such time as the Rights become exercisable, the Company shall use its best
efforts, if then necessary to permit the issuance of shares of Series C
Preferred Stock (and following the time that a Person first becomes an Acquiring
Person, shares of Common Stock and other securities) upon the exercise of
Rights, to register and qualify such shares of Series C Preferred Stock (and
following the time that a Person first becomes an Acquiring Person, shares of
Common Stock and other securities) under the Securities Act and any applicable
state securities or “Blue Sky” laws (to the extent exemptions therefrom are not
available), cause such registration statement and qualifications to become
effective as soon as possible after such filing and keep such registration and
qualifications effective until the earlier of (x) the date as of which the
Rights are no longer exercisable for such securities and (y) the Expiration
Date.  The Company may temporarily suspend, for a period of time not
to exceed ninety (90) days, the exercisability of the Rights in order to prepare
and file a registration statement under the Securities Act and permit it to
become effective.  Upon any such suspension, the Company shall issue a
public announcement stating that the exercisability of the Rights has been
temporarily suspended, as well as a public announcement at such time as the
suspension is no longer in effect.  Notwithstanding any provision of
this Rights Agreement to the contrary, the Rights shall not be exercisable in
any jurisdiction unless the requisite qualification or exemption in such
jurisdiction shall have been obtained and until a registration statement under
the Securities Act (if required) shall have been declared
effective.

     

    
      
        
        

      

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

     

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

     

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

     

    Section
11.   Adjustment of Purchase
Price, Number and Kind of Shares and Number of Rights.  The
Purchase Price, the number of shares of Series C Preferred Stock or other
securities or property purchasable upon exercise of each Right and the number of
Rights outstanding are subject to adjustment from time to time as provided in
this Section 11.

     

    
      
        
        

      

      
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    (a) (i)  In
the event the Company shall at any time after the date of this Agreement (A)
declare a dividend on the Series C Preferred Stock payable in shares of Series C
Preferred Stock, (B) subdivide the outstanding shares of Series C Preferred
Stock, (C) combine the outstanding shares of Series C Preferred Stock into a
smaller number of shares of Series C Preferred Stock or (D) issue any shares of
its capital stock in a reclassification of the shares of Series C
Preferred Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing or surviving
corporation), except as otherwise provided in this Section 11(a), the Purchase
Price in effect at the time of the record date for such dividend or of the
effective date of such subdivision, combination or reclassification, as the case
may be, and the number and kind of shares of capital stock issuable on such
date, shall be proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive the aggregate number and
kind of shares of capital stock which, if such Right had been exercised
immediately prior to such date and at a time when the Series C Preferred Stock
transfer books of the Company were open, the holder would have owned upon such
exercise and been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification; 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 of this Rights Agreement and except as otherwise provided in this
Section 11(a)(ii) and Section 11(a)(iii), in the event that any Person becomes
an Acquiring Person, each holder of a Right shall thereafter have the right to
receive, upon exercise thereof at a price equal to the then-current Purchase
Price, in accordance with the terms of this Rights Agreement and in lieu of
shares of Series C Preferred Stock, such number of shares of Common Stock (or at
the option of the Company, such number of one one-thousandths of a share of
Series C Preferred Stock) as shall equal the result obtained by (x) multiplying
the then-current Purchase Price by the number of one one-thousandths of a share
of Series C Preferred Stock for which a Right is then exercisable and dividing
that product by (y) 50% of the then-current per share market price of the
Company’s Common Stock (determined pursuant to Section 11(d) hereof) on the date
of the occurrence of such event; provided, however, that the
Purchase Price (as so adjusted) and the number of shares of Common Stock so
receivable upon exercise of a Right shall thereafter be subject to further
adjustment as appropriate in accordance with Section 11(f)
hereof.  Notwithstanding anything in this Rights Agreement to the
contrary, however, from and after the time (the “invalidation time”)
when any Person first becomes an Acquiring Person, any Rights that are
beneficially owned by (x) any Acquiring Person (or any Affiliate or Associate of
any Acquiring Person), (y) a transferee of any Acquiring Person (or any such
Affiliate or Associate) who becomes a transferee after the invalidation time or
(z) a transferee of any Acquiring Person (or any such Affiliate or Associate)
who became a transferee prior to or concurrently with the invalidation time
pursuant to either (I) a transfer from the Acquiring Person to holders of its
equity securities or to any Person with whom it has any continuing agreement,
arrangement or understanding, written or otherwise, regarding the transferred
Rights or (II) a transfer that the Board of Directors has determined is part of
a plan, arrangement or understanding, written or otherwise, which has the
purpose or effect of avoiding the provisions of this paragraph, and subsequent
transferees of such Persons, shall be void without any further action and any
holder of such Rights shall thereafter have no rights whatsoever with respect to
such Rights under any provision of this Rights Agreement.  The Company
shall use all reasonable efforts to ensure that the provisions of this Section
11(a)(ii) are complied with, but neither the Company nor the Rights Agent shall
have any liability to any holder of Right Certificates or other Person as a
result of its failure to make any determinations with respect to an Acquiring
Person or its Affiliates, Associates
or transferees hereunder.  From and after the invalidation time, no
Right Certificate shall be issued pursuant to Section 3 or Section 6 hereof that
represents Rights that are or have become void pursuant to the provisions of
this paragraph, and any Right Certificate delivered to the Rights Agent that
represents Rights that are or have become void pursuant to the provisions of
this paragraph shall be cancelled.  From and after the occurrence of
an event specified in Section 13(a) hereof, any Rights that theretofore have not
been exercised pursuant to this Section 11(a)(ii) shall thereafter be
exercisable only in accordance with Section 13 and not pursuant to this Section
11(a)(ii).  The Company shall give the Rights Agent notice of the
identity of any Acquiring Person, any Associate or Affiliate of such Acquiring
Person known to the Company, and any nominee of any of the foregoing known to
the Company, and, if such notice is given orally, the Company shall confirm the
same in writing on or prior to the next Business Day, 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.

     

    
      
        
        

      

      
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    (iii)      The
Company may at its option substitute for a share of Common Stock issuable upon
the exercise of Rights in accordance with the foregoing subparagraph (ii) such
number or fractions of shares of Series C Preferred Stock having an aggregate
current market value equal to the current per share market price of a share of
Common Stock.  In the event that there shall be an insufficient number
of Common Stock authorized but unissued (and unreserved) to permit the exercise
in full of the Rights in accordance with the foregoing subparagraph (ii), the
Board of Directors shall, with respect to such deficiency, to the extent
permitted by applicable law and any material agreements then in effect to which
the Company is a party (A) determine the excess of (x) the value of the shares
of Common Stock issuable upon the exercise of a Right in accordance with the
foregoing subparagraph (ii) (the “Current
Value”) over (y) the then-current Purchase Price multiplied by the number
of one one-thousandths of shares of Series C Preferred Stock for which a Right
was exercisable immediately prior to the time that the Acquiring Person became
such (such excess, the “Spread”),
and (B) with respect to each Right (other than Rights which have become void
pursuant to Section 11(a)(ii)), make adequate provision to substitute for the
shares of Common Stock issuable in accordance with subparagraph (ii) upon
exercise of the Right and payment of the applicable Purchase Price, (1) cash,
(2) a reduction in such Purchase Price, (3) shares of Series C Preferred Stock
or other equity securities of the Company (including, without limitation, shares
or fractions of shares of preferred stock which, by virtue of having dividend,
voting and liquidation rights substantially comparable to those of the shares of
Common Stock, are deemed in good faith by the Board of Directors to have
substantially the same value as the shares of Common Stock (such shares of
preferred stock and shares or fractions of shares of preferred stock are
hereinafter referred to as “Common
Stock equivalents”), (4) debt securities of the Company, (5) other assets
or (6) any combination of the foregoing, having a value which, when added to the
value of the shares of Common Stock actually issued upon exercise of such Right,
shall have an aggregate value equal to the Current Value (less the amount of any
reduction in such Purchase Price), where such aggregate value has been
determined by the Board of Directors upon the advice of a nationally recognized
investment banking firm selected in good faith by the Board
of Directors; provided,
however,
if the Company shall not make adequate provision to deliver value pursuant to
clause (B) above within thirty (30) days following the date that the Acquiring
Person became such (the “Section
11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver,
to the extent permitted by applicable law and any material agreements then in
effect to which the Company is a party, upon the surrender for exercise of a
Right and without requiring payment of the Purchase Price, shares of Common
Stock (to the extent available), and then, if necessary, such number or
fractions of shares of Series C Preferred Stock (to the extent available) and
then, if necessary, cash, which shares and/or cash have an aggregate value equal
to the Spread.  If within the thirty (30) day period referred to above
the Board of Directors shall determine in good faith that it is likely that
sufficient additional shares of Common Stock could be authorized for issuance
upon exercise in full of the Rights, then, if the Board of Directors so elects,
such thirty (30) day period may be extended to the extent necessary, but not
more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order
that the Company may seek stockholder approval for the authorization of such
additional shares (such thirty (30) day period, as it may be extended, is
hereinafter called the “Substitution
Period”).  To the extent that the Company determines that some
action need be taken pursuant to the second and/or third sentence of this
Section 11(a)(iii), the Company (x) shall provide, subject to Section 11(a)(ii)
hereof and the last sentence of this Section 11(a)(iii) hereof, that such action
shall apply uniformly to all outstanding Rights and (y) may suspend the
exercisability of the Rights until the expiration of the Substitution Period in
order to seek any authorization of additional shares and/or to decide the
appropriate form of distribution to be made pursuant to such second sentence and
to determine the value thereof.  In the event of any such suspension,
the Company shall issue a public announcement stating that the exercisability of
the Rights has been temporarily suspended, as well as a public announcement at
such time as the suspension is no longer in effect.  For purposes of
this Section 11(a)(iii), the value of the shares of Common Stock shall be the
current per share market price (as determined pursuant to Section 11(d)(i)) on
the Section 11(a)(ii) Trigger Date and the per share or fractional value of any
Common Stock equivalent shall be deemed to equal the current per share market
price of the Common Stock.  The Board of Directors of the Company may,
but shall not be required to, establish procedures to allocate the right to
receive shares of Common Stock upon the exercise of the Rights among holders of
Rights pursuant to this Section 11(a)(iii).

     

    
      
        
        

      

      
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    (b) In case
the Company shall fix a record date for the issuance of rights, options or
warrants to all holders of Series C Preferred Stock entitling them (for a period
expiring within 45 calendar days after such record date) to subscribe for or
purchase Series C Preferred Stock (or shares having similar rights, privileges
and preferences as the Series C Preferred Stock (“equivalent preferred
shares”)) or securities convertible into Series C Preferred Stock or
equivalent preferred shares at a price per share of Series C Preferred Stock or
equivalent preferred shares (or having a conversion price per share, if a
security convertible into shares of Series C Preferred Stock or equivalent
preferred shares) less than the then-current per share market price of the
Series C Preferred Stock (determined pursuant to Section 11(d) hereof) on such
record date, the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the number of shares
of Series C Preferred Stock and equivalent preferred
shares outstanding on such record date plus the number of shares of Series C
Preferred Stock and equivalent preferred shares which the aggregate offering
price of the total number of such shares so to be offered (and/or the aggregate
initial conversion price of the convertible securities so to be offered) would
purchase at such current market price, and the denominator of which shall be the
number of shares of Series C Preferred Stock and equivalent preferred shares
outstanding on such record date plus the number of additional shares of Series C
Preferred Stock and/or equivalent preferred shares to be offered for
subscription or purchase (or into which the convertible securities so to be
offered are initially convertible); provided, however, that in no
event shall the consideration to be paid upon the exercise of one Right be less
than the aggregate par value of the shares of capital stock of the Company
issuable upon exercise of one Right.  In case such subscription price
may be paid in a consideration part or all of which shall be in a form other
than cash, the value of such consideration shall be as determined in good faith
by the Board of Directors of the Company, whose determination shall be described
in a statement filed with the Rights Agent and which shall be binding on the
Rights Agent.  Shares of Series C Preferred Stock and equivalent
preferred shares owned by or held for the account of the Company shall not be
deemed outstanding for the purpose of any such computation.  Such
adjustment shall be made successively whenever such a record date is fixed; and
in the event that such rights, options or warrants are not so issued, the
Purchase Price shall be adjusted to be the Purchase Price which would then be in
effect if such record date had not been fixed.

     

    (c) In case
the Company shall fix a record date for the making of a distribution to all
holders of the Series C Preferred Stock (including any such distribution made in
connection with a consolidation or merger in which the Company is the continuing
or surviving corporation) of evidences of indebtedness or assets (other than a
regular quarterly cash dividend or a dividend payable in Series C Preferred
Stock) or subscription rights or warrants (excluding those referred to in
Section 11(b) hereof), the Purchase Price to be in effect after such record date
shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the
then-current per share market price of the Series C Preferred Stock (determined
pursuant to Section 11(d) hereof) on such record date, less the fair market
value (as determined in good faith by the Board of Directors of the Company
whose determination shall be described in a statement filed with the Rights
Agent and shall be binding on the Rights Agent) of the portion of such assets or
evidences of indebtedness so to be distributed or of such subscription rights or
warrants applicable to one share of Series C Preferred Stock, and the
denominator of which shall be such current per share market price of the Series
C Preferred Stock; 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.

     

    
      
        
        

      

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

     

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

     

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

     

    
      
        
        

      

      
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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 the Series C Preferred Stock, thereafter
the Purchase Price and the number of such other shares so receivable upon
exercise of a Right shall be subject to adjustment from time to time in a manner
and on terms as nearly equivalent as practicable to the provisions with respect
to the Series C Preferred Stock contained in Section 11(a), 11(b), 11(c), 11(e),
11(h), 11(i) and 11(m) and the provisions of Sections 7, 9, 10, 13 and 14 hereof
with respect to the Series C Preferred Stock shall apply on like terms to any
such other shares.

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    (k) Before
taking any action that would cause an adjustment reducing the Purchase Price
below the then par value, if any, of the shares of Series C Preferred Stock or
other shares of capital stock 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 shares of Series C Preferred Stock or other such 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 (with prompt written notice thereof to the Rights Agent)
until the occurrence of such event the issuing to the holder of any Right
exercised after such record date the Series C Preferred Stock, Common Stock or
other capital stock or securities of the Company, if any, issuable upon such
exercise over and above the Series C Preferred Stock, Common Stock or other
capital stock or securities of the Company, if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the
Company shall deliver to such holder a due bill or other appropriate instrument
evidencing such holder’s right to receive such additional shares upon the
occurrence of the event requiring such adjustment.

     

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

     

    
      
        
        

      

      
        - 17
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    (n) Notwithstanding
anything in this Rights Agreement to the contrary, in the event that at any time
after the date of this Rights Agreement and prior to the Distribution Date, the
Company shall (i) declare or pay any dividend on the Common Stock payable in
Common Stock or (ii) effect a subdivision, combination or consolidation of the
Common Stock (by reclassification or otherwise than by payment of a dividend
payable in Common Stock) into a greater
or lesser number of shares of Common Stock, then in any such case, the number of
Rights associated with each share of Common Stock then outstanding, or issued or
delivered thereafter, shall be proportionately adjusted so that the number of
Rights thereafter associated with each share of Common Stock following any such
event shall equal the result obtained by multiplying the number of Rights
associated with each share of Common Stock immediately prior to such event by a
fraction the numerator of which shall be the total number of shares of Common
Stock outstanding immediately prior to the occurrence of the event and the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately following the occurrence of such event.

     

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

     

    Section
12.   Certificate of Adjusted
Purchase Price or Number of Shares.  Whenever an adjustment or
any event affecting the Rights or their exercisability (including, without
limitation, an event which causes the Rights to become null and void) is made as
provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a
certificate setting forth such adjustment or describing such event, and a brief
statement of the facts accounting for such adjustment or describing such event,
(b) file with the Rights Agent and with each transfer agent for the Common Stock
or the Series C Preferred Stock a copy of such certificate and (c) mail a brief
summary thereof to each holder of a Right Certificate in accordance with Section
25 hereof (if so required under Section 25 hereof).  The Rights Agent
shall be fully protected in relying on any such certificate and on any
adjustment therein contained and shall have no duty or liability with respect to
and shall not be obligated or responsible for calculating any adjustment nor
shall it be deemed to have knowledge of any such adjustment unless and until it
shall have received such certificate.

     

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

     

    
      
        
        

      

      
        - 18
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    (A) each
holder of record of a Right (other than Rights which have become void pursuant
to Section 11(a)(ii)) shall thereafter have the right to receive, upon the
exercise thereof at a
price equal to the then-current Purchase Price multiplied by the number of one
one-thousandths of a share of Series C Preferred Stock for which a Right was
exercisable (whether or not such Right was then exercisable) immediately prior
to the time that any Person first became an Acquiring Person (each as
subsequently adjusted thereafter pursuant to Section 11(a)(i), 11(b), 11(c),
11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights
Agreement and in lieu of Series C Preferred Stock, such number of validly
issued, fully paid and non-assessable and freely tradeable shares of Common
Stock of the Principal Party (as defined below) not subject to any liens,
encumbrances, rights of first refusal or other adverse claims, as shall be equal
to the result obtained by (1) multiplying the then-current Purchase Price by the
number of one one-thousandths of a share of Series C Preferred Stock for which a
Right was exercisable immediately prior to the time that any Person first became
an Acquiring Person (as subsequently adjusted thereafter pursuant to Section
11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that
product by 50% of the then-current per share market price of the Common Stock of
such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the
date of consummation of such consolidation, merger, sale or transfer; provided that the
Purchase Price and the number of shares of Common Stock of such Principal Party
issuable upon exercise of each Right shall be further adjusted as provided in
Section 11(f) of this Rights Agreement to reflect any events occurring in
respect of such Principal Party after the date of such consolidation, merger,
sale or transfer;

     

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

     

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

     

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

     

    
      
        
        

      

      
        - 19
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    (b) “Principal Party”
shall mean:

     

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

     

    (ii)     
 in the
case of any transaction described in clause (iii) of the first sentence in
Section 13(a) hereof, the Person that is the party receiving the greatest
portion of the assets or earning power transferred pursuant to such transaction
or transactions, or, if each Person that is a party to such transaction or
transactions receives the same portion of the assets or earning power so
transferred or if the Person receiving the greatest portion of the assets or
earning power cannot be determined, whichever of such Persons is the issuer of
Common Stock having the greatest aggregate market value of shares
outstanding;

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    
      
        
        

      

      
        - 22
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    (c) The
Company shall not be required to issue fractions of shares of Common Stock or to
distribute certificates which evidence fractional shares of Common Stock upon
the exercise or exchange of Rights.  In lieu of such fractional shares
of Common Stock, the Company shall pay to the registered holders of the Right
Certificates at the time such Rights are exercised or exchanged for shares of
Common Stock as herein provided an amount in cash equal to the same fraction of
the current market value of a whole share of Common Stock (as determined in
accordance with Section 11(d)(i) hereof) for the Trading Day immediately prior
to the date of such exercise or exchange.

     

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

     

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

    


    
      
        
        

      

      
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    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:

     

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

     

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

     

    (iii)      the
Company and the Rights Agent may deem and treat the Person in whose name the
Right Certificate (or, prior to the Distribution Date, the Common Stock
certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby (notwithstanding any notations of ownership or writing on the
Right Certificates or the Common Stock certificate made by anyone other than the
Company or the Rights Agent) for all purposes whatsoever, and neither the
Company nor the Rights Agent, subject to Section 7(e) hereof, shall be affected
by any notice to the contrary; and

     

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

     

    
      
        
        

      

      
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    Section
18.   Concerning the Rights
Agent.  (a)  The
Company agrees to pay to the Rights Agent reasonable compensation for all
services rendered by it hereunder and, from time to time, on demand of the
Rights Agent, its reasonable expenses and counsel fees and other disbursements
incurred in the preparation, delivery, amendment, administration and execution
of this Rights Agreement and the exercise and performance of its duties
hereunder. The
Company also agrees to indemnify the Rights Agent for, and to hold it harmless
against, any loss, liability, damage, judgment, fine, penalty, claim, demand,
settlement, cost or expense (including, without limitation, the reasonable fees
and expenses of counsel), incurred without gross negligence, bad faith or
willful misconduct on the part of the Rights Agent (each as determined by a
final, non-appealable judgment of a court of competent jurisdiction), for any
action taken, suffered or omitted by the Rights Agent in connection with the
acceptance, administration, exercise and performance of its duties under this
Rights Agreement, including, without limitation, the costs and expenses of
defending against any claim of liability and appealing any claim of liability
arising therefrom, directly or indirectly.  Subject to the foregoing
limitations, the costs and expenses of enforcing this right of indemnification
shall also be paid by the Company.  The provisions of this Section 18
and Section 20 below shall survive the termination of this Rights Agreement, the
exercise or expiration of the Rights and the resignation, replacement or removal
of the Rights Agent.

     

    (b) The
Rights Agent shall be protected and shall incur no liability for, or in respect
of any action taken, suffered or omitted by it in connection with, its
acceptance and administration of this Rights Agreement and in the exercise and
performance of its duties hereunder, in reliance upon any Rights Certificate or
certificate representing Series C Preferred Stock or Common Stock or for other
securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document reasonably believed by it to
be genuine and to be signed, executed and, when necessary, verified, guaranteed
or acknowledged, by the proper Person or Persons, or otherwise upon the advice
of counsel as set forth in Section 20 below, in the absence of gross negligence,
bad faith or willful misconduct on the part of the Rights Agent (each as
determined by a final, non-appealable judgment of a court of competent
jurisdiction).  The Rights Agent shall not be deemed to have any
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 action in connection therewith unless and until it
has received such notice in writing.

     

    Notwithstanding
anything in this Rights Agreement to the contrary, in no event shall the Rights
Agent be liable for special, indirect, punitive, incidental or consequential
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 and regardless of the form of the action.  Any
liability of the Rights Agent under this Rights Agreement will be limited to the
amount of annual fees paid by the Company to the Rights Agent.

     

    Section
19.   Merger or Consolidation or
Change of Mellon Investor Services LLC.  (a)  Any
Person into which the Rights Agent or any successor Rights Agent may be
merged or with which it may be consolidated, or any Person resulting from any
merger or consolidation to which the Rights Agent or any successor Rights Agent
shall be a party, or any Person succeeding to the stock transfer or corporate
trust powers of the Rights Agent or any successor Rights Agent, shall be the
successor to the Rights Agent under this Rights Agreement without the execution
or filing of any paper or document 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 Rights Agreement,
any of the Right Certificates shall have been countersigned but not delivered,
such successor Rights Agent may adopt the countersignature of the predecessor
Rights Agent and deliver such Right Certificates so countersigned; and in case
at that time any of the Right Certificates shall not have been countersigned,
any successor Rights Agent may countersign such Right Certificates either in the
name of the predecessor Rights Agent or in the name of such successor Rights
Agent; and in all such cases such Right Certificates shall have the full force
provided in the Right Certificates and in this Rights Agreement.

     

    
      
        
        

      

      
        - 25
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    (b) In case
at any time the name of the Rights Agent shall be changed and at such time any
of the Right Certificates shall have been countersigned but not delivered the
Rights Agent may adopt the countersignature under its prior name and deliver
Right Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, the Rights Agent may countersign
such Right Certificates either in its prior name or in its changed name and in
all such cases such Right Certificates shall have the full force provided in the
Right Certificates and in this Rights Agreement.

     

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

     

    (a) The
Rights Agent may consult with legal counsel (who may be legal counsel for the
Company or an employee of the Rights Agent), and the opinion or advice 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 or omitted by it in accordance with such opinion.

     

    (b) Whenever
in the performance of its duties under this Rights Agreement the Rights Agent
shall deem it necessary or desirable that any fact or matter be proved or
established by the Company prior to taking, suffering or omitting to take any
action hereunder, such fact or matter (unless other evidence in respect thereof
be herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by any one of the Chief Executive Officer,
President, any Vice President, the Treasurer or the Secretary of the Company
(each, an “Authorized
Officer”) and delivered to the Rights Agent; and such certificate shall
be full 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 Rights Agreement in reliance upon
such certificate.

     

    (c) The
Rights Agent shall be liable hereunder to the Company and any other Person only
for its own gross negligence, bad faith or willful misconduct (each as
determined by a final, non-appealable judgment of a court of competent
jurisdiction).

     

    (d) The
Rights Agent shall not be liable for or by reason of any of the statements of
fact or recitals contained in this Rights Agreement or in the Right Certificates
(except its countersignature thereof) or be required to verify the same, but all
such statements and recitals are and shall be deemed to have been made by the
Company only.  The Rights Agent makes no representations
as to the validity or sufficiency of this Rights Agreement or of the Rights
Certificates.

     

    
      
        
        

      

      
        - 26
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    (e) The
Rights Agent shall not have any liability for or be under any responsibility in
respect of the validity of this Rights Agreement or the execution and delivery
hereof (except the due execution hereof by the Rights Agent) or in respect of
the validity or execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Rights Agreement or in any Right
Certificate; nor shall it be responsible for any change in the exercisability of
the Rights (including the Rights becoming 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 Sections 3, 11, 13, 23 and 24, or the
ascertaining of the existence of facts that would require any such change or
adjustment (except with respect to the exercise of Rights evidenced by Right
Certificates after receipt of a certificate furnished pursuant to Section 12,
describing such change or adjustment upon which the Rights Agent may rely); nor
shall it by any act hereunder be deemed to make any representation or warranty
as to the authorization or reservation of any shares of Series C Preferred Stock
or other securities to be issued pursuant to this Rights Agreement or any Right
Certificate or as to whether any shares of Series C Preferred Stock or other
securities will, when issued, be validly authorized and issued, fully paid and
nonassessable.

     

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

     

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

     

    
      
        
        

      

      
        - 27
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    (h) The
Rights Agent and any member, affiliate, stockholder, director, officer or
employee of the Rights Agent may buy, sell or deal in any of the Rights or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were
not  Rights Agent under this Rights Agreement.  Nothing
herein shall preclude the Rights Agent or any such member, affiliate,
stockholder, 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 (or 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, omission, 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, omission, default,
neglect or misconduct absent gross negligence, bad faith or willful misconduct
(each as determined by a final, non-appealable judgment of a court of competent
jurisdiction) in the selection and continued employment thereof.

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Section
22.   Issuance of New Right
Certificates.  Notwithstanding any of the provisions of this
Rights Agreement or of the Rights to the contrary, the Company may, at its
option, issue new Right Certificates evidencing Rights in such forms as may be
approved by its Board of Directors to reflect any adjustment or change in the
Purchase Price and the number or kind or class of shares or other securities or
property purchasable under the Right Certificates made in accordance with the
provisions of this Rights Agreement. In addition, in connection with the
issuance or sale of Common Stock following the Distribution Date and prior to
the Expiration Date, (x) the Company may with respect to shares of Common Stock
so issued or sold pursuant to (i) the exercise of stock options, (ii) under any
employee plan or arrangement, (iii) the exercise, conversion or exchange of
securities, notes or debentures issued by the Company or (iv) a contractual
obligation of the Company, in each case existing prior to the Distribution Date,
issue Right Certificates representing the appropriate number of Rights in
connection with such issuance or sale, and (y) the Company shall, with respect
to any shares of Common Stock to be so issued in connection with the conversion
of any shares of Series A Non-Voting Convertible Preferred Stock or Series B
Voting Convertible Preferred Stock, comply with the provisions of Section 10(l)
of the Certificate of Designations of Series A Non-Voting Convertible Preferred
Stock and Series B Voting Convertible Preferred Stock of the
Company.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    
      
        
        

      

      
        - 31
-

        
          

        

      

      
        
        

      

    

     

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

     

    Virtus
Investment Partners, Inc.

    100 Pearl
Street, 9th
Floor

    Hartford,
Connecticut 06103

    Attention:  Kevin
J. Carr

    


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

     

    Mellon
Investor Services LLC

    BNY
Mellon Shareowner Services

    Newport
Office Center VII

    480
Washington Blvd.

    Jersey
City, NJ 07310

    Attention:
Relationship Manager

     

    With a
copy to:

     

    Mellon
Investor Services LLC

    BNY
Mellon Shareowner Services

    Newport
Office Center VII

    480
Washington Blvd.

    Jersey
City, NJ 07310

    Attention:
Legal Department

     

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

     

    
      
        
        

      

      
        - 32
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    Section
27.   Supplements and
Amendments.  Except as otherwise provided in this Section 27,
for so long as the Rights are then redeemable, the Company may in its sole and
absolute discretion, and the Rights Agent shall if the Company so directs,
supplement or amend any provision of this Rights Agreement in any respect
without the approval of any holders of the Rights.  At any time when
the Rights are no longer redeemable, except as otherwise provided in this
Section 27, the Company may, and the Rights Agent shall, if the Company so
directs, supplement or amend this Rights Agreement without the approval of any
holders of Rights in order to (i) cure any ambiguity, (ii) correct or supplement
any provision contained herein which may be defective or inconsistent with any
other provisions herein, (iii) shorten or lengthen any time period hereunder, or
(iv) change or supplement the provisions hereunder in any manner which the
Company may deem necessary or desirable; provided,
however, that no such
supplement or amendment shall adversely affect the interests of the holders of
Rights as such (other than an Acquiring Person or an Affiliate or Associate of
an Acquiring Person), and no such amendment may cause the Rights again to become
redeemable or cause this Rights Agreement again to become amendable other than
in accordance with this sentence.  Notwithstanding anything contained
in this Rights Agreement to the contrary, no supplement or amendment shall be
made which decreases the Redemption Price.  Upon the delivery of a
certificate from an appropriate officer of the Company which states that the
supplement or amendment is in compliance with the terms of this Section 27, the
Rights Agent shall execute such supplement or amendment; provided that any
supplement or amendment that does not amend Sections 18, 19, 20 or 21 hereof in
a manner adverse to the Rights Agent shall become effective immediately upon
execution by the Company, whether or not also executed by the Rights
Agent.  The Rights Agent shall not be bound by any supplement or
amendment not executed by it.

     

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

     

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

     

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

     

    
      
        
        

      

      
        - 33
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    Section
31.   Severability.  If
any term, provision, covenant or restriction of this Rights Agreement or
applicable to this Rights Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Rights Agreement shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated; provided, however, that
notwithstanding
anything in this Agreement to the contrary, if any such term, provision,
covenant or restriction is held by such court or authority to be invalid, void
or unenforceable and the Board determines in its good faith judgment that
severing the invalid language from this Agreement would adversely affect the
purpose or effect of this Agreement, the right of redemption set forth in
Section 23 hereof shall be reinstated (with prompt notice to the Rights Agent)
and shall not expire until the close of business on the tenth Business Day
following the date of such determination by the Board.  If such
provision shall affect the rights, immunities, duties or obligations of the
Rights Agent, the Rights Agent shall be entitled to resign upon one Business
Day’s notice to the Company.  Without limiting the foregoing, if any
provision requiring a specific group of Directors of the Company to act is held
to by any court of competent jurisdiction or other authority to be invalid, void
or unenforceable, such determination shall then be made by the Board in
accordance with applicable law and the Company’s Articles of Incorporation and
Bylaws.

     

    Section
32.   Governing
Law.  This Rights Agreement and each Right Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of
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; provided, however, that all
provisions regarding the rights, obligations, duties and immunities of the
Rights Agent shall be governed by and construed in accordance with the laws of
the State of New York.

     

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

     

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

    


    
      
        
        

      

      
        - 34
-

        
          

        

      

      
        
        

      

    

     

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

    
 

    
      
        
          
            
              
                	 	 	 	VIRTUS
      INVESTMENT PARTNERS, INC.
	 	 	 	 	 
	
                        Attest:

                      	
                        /s/
      Kevin J. Carr

                      	 
      	
                        By:

                      	
                        /s/
      George R. Aylward, Jr.

                      
	 
      	 
      	 
      	
                        Name:

                      	
                        George
      R. Aylward, Jr.

                      
	 
      	 
      	 
      	
                        Title:

                      	
                        President

                      


              

            

          

        

      

    

    
 

    
      
        
          
            
              	 	 	 	MELLON
      INVESTOR SERVICES LLC
	 	 	 	 	 
	
                      Attest:

                    	/s/
      James Dimino	 
      	
                      By:

                    	
                      /s/
      Kevin M. Brennan

                    
	 
      	 
      	 
      	
                      Name:

                    	
                      Kevin
      Brennan

                    
	 
      	 
      	 
      	
                      Title:

                    	
                      Managing
      Director

                    


            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT A

     

     

    FORM

     

    OF

     

    CERTIFICATE
OF DESIGNATIONS

     

    OF

     

    SERIES C
JUNIOR PARTICIPATING PREFERRED STOCK

     

    OF

     

    VIRTUS
INVESTMENT PARTNERS, INC.

     

    (Pursuant
to Section 151 of the

    General
Corporation Law of the State of Delaware)

     

                                                 


     

    Virtus
Investment Partners, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the “Company”), hereby
certifies that the following resolution was duly adopted by the Board of
Directors of the Company as required by Section 151 of the General Corporation
Law of the State of Delaware on December 18, 2008:

     

    RESOLVED,
that pursuant to the authority vested in the Board of Directors of the Company
(hereinafter being referred to as the “Board of Directors”
or the “Board”)
in accordance with the provisions of the Company’s Restated Certificate of
Incorporation (hereinafter being referred to as the “Certificate of
Incorporation”), the Board of Directors hereby creates a series of
preferred stock, par value $0.01 per share, of the Company, to be designated the
“Series C Junior Participating Preferred Stock” and hereby adopts the resolution
establishing the designations, number of shares, preferences, voting powers and
other rights and the restrictions and limitations thereof, of the shares of such
series as set forth below:

     

    Section
1.    Designation and
Amount.  The shares of such series shall be designated as
“Series C Junior Participating Preferred Stock” (the “Series C Preferred
Stock”) and the number of shares constituting the Series C Preferred
Stock shall be 30 million.  Such number of shares may be increased or
decreased by resolution of the Board of Directors; provided, that no
decrease shall reduce the number of shares of Series C Preferred Stock to a
number less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the
Company convertible into Series C Preferred Stock.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    Section
2.    Dividends and
Distributions

     

    (A)        
 Subject
to the rights of the holders of any shares of any series of preferred stock of
the Company (the “Preferred Stock”) (or
any similar stock) ranking prior and superior to the Series C Preferred Stock
with respect to dividends, the holders of shares of Series C Preferred Stock, in
preference to the holders of common stock, par value $0.01 per share, of the
Company (the “Common
Stock”) and of any other stock of the Company ranking junior to the
Series C Preferred Stock, shall be entitled to receive, when, as and if declared
by the Board of Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the last day of January, April, July, and
October in each year (each such date being referred to herein as a “Dividend Payment
Date”), commencing on the first Dividend Payment Date after the first
issuance of a share or fraction of a share of Series C Preferred Stock (the
“Issue Date”),
in an amount per share (rounded to the nearest cent) equal to the greater of (a)
$1.00 or (b) subject to the provision for adjustment hereinafter set forth,
1,000 times the aggregate per share amount of all cash dividends, and 1,000
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions other than a dividend payable in shares of Common Stock,
declared on the Common Stock since the immediately preceding Dividend Payment
Date or, with respect to the first Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series C Preferred
Stock.  In the event the Company shall at any time after the Issue
Date declare and pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount to which holders of
shares of Series C Preferred Stock were entitled immediately prior to such event
under clause (b) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

     

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

     

    (C)          Dividends
shall begin to accrue and be cumulative, whether or not earned or declared, on
outstanding shares of Series C Preferred Stock from the Dividend Payment Date
next preceding the date of issue of such shares, unless the date of issue of
such shares is prior to the record date for the first Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of issue
of such shares, or unless the date of issue is a Dividend Payment Date or is a
date after the record date for the determination of holders of shares of Series
C Preferred Stock entitled to receive a quarterly dividend and before such
Dividend Payment Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Dividend Payment Date.  Accrued but
unpaid dividends shall not bear interest.  Dividends paid on the
shares of Series C 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 C Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be not more than 60 days prior to the date fixed for the payment
thereof.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    (D)          If, at
the time of any annual meeting of stockholders for the election of directors,
the equivalent of six quarterly dividends (whether or not consecutive) payable
on any share or shares of Series C Preferred Stock are in default, the number of
directors constituting the Board of Directors of the Company shall be increased
by two. In addition to voting together with the holders of Common Stock for the
election of other directors of the Company, the holders of record of the Series
C Preferred Stock, voting separately as a class to the exclusion of the holders
of Common Stock shall be entitled at said meeting of stockholders (and at each
subsequent annual meeting of stockholders), unless all dividends in arrears on
the Series C Preferred Stock have been paid or declared and set apart for
payment prior thereto, to vote for the election of two directors of the Company,
the holders of any Series C Preferred Stock being entitled to cast a number of
votes per share of Series C Preferred Stock as is specified in paragraph (A) of
this Section 3.  Each such additional director shall serve until the
next annual meeting of stockholders for the election of directors, or until his
successor shall be elected and shall qualify, or until his right to hold such
office terminates pursuant to the provisions of this Section
3(D).  Until the default in payments of all dividends which permitted
the election of said directors shall cease to exist, any director who shall have
been so elected pursuant to the provisions of this Section 3(D) may be removed
at any time, without cause, only by the affirmative vote of the holders of the
shares of Series C Preferred Stock at the time entitled to cast a majority of
the votes entitled to be cast for the election of any such director at a special
meeting of such holders called for that purpose, and any vacancy thereby created
may be filled by the vote of such holders. If and when such default shall cease
to exist, the holders of the Series C Preferred Stock shall be divested of the
foregoing special voting rights, subject to revesting in the event of each and
every subsequent like default in payments of dividends. Upon the termination of
the foregoing special voting rights, the terms of office of all persons who may
have been elected directors pursuant to said special voting rights shall
forthwith terminate, and the number of directors constituting the Board of
Directors shall be reduced by two. The voting rights granted by this Section
3(D) shall be in addition to any other voting rights granted to the holders of
the Series C Preferred Stock in this Section 3.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    Section
4.    Certain
Restrictions.

     

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

     

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

     

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

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    (iv)     redeem or
purchase or otherwise acquire for consideration any shares of Series C Preferred
Stock, or any shares of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series C 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
Company shall not permit any subsidiary of the Company to purchase or otherwise
acquire for consideration any shares of stock of the Company unless the Company
could, under paragraph (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 C Preferred Stock purchased or
otherwise acquired by the Company in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof.  All such shares
shall upon their retirement become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors, subject to any
conditions and restrictions on issuance set forth herein.

     

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

       

      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

       

    

    Neither
the merger or consolidation of the Company into or with another entity nor the
merger or consolidation of any other entity into or with the Company (nor the
sale of all or substantially all of the assets of the Company) shall be deemed
to be a liquidation, dissolution or winding up of the Company within the meaning
of this Section 6.

     

    Section
7.    Consolidation, Merger,
etc.  In case the Company shall enter into any consolidation,
merger, combination or other transaction in which the shares of Common Stock are
converted into, exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case each share of Series C
Preferred Stock shall at the same time be similarly converted into, exchanged
for or changed into an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 1,000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is converted, exchanged
or converted.  In the event the Company shall at any time after the
Issue Date declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the conversion, exchange or change of shares
of Series C 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.  The shares of Series C Preferred Stock shall not
be redeemable from any holder.

     

    Section
9.    Rank.  The
Series C Preferred Stock shall rank, with respect to the payment of dividends
and the distribution of assets upon liquidation, dissolution or winding up of
the Company, junior to all other series of Preferred Stock and senior to the
Common Stock.

     

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

     

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

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the
Company by George R. Aylward, Jr., President and Chief Executive Officer of the
Company on December 29, 2008.

     

    
      
        	 	
                Name:

              	
                 
      

              
	 	
                Title:

              	
                President
      and Chief Executive Officer

              


      

    

     

     

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

    EXHIBIT B

    


    FORM OF
RIGHT CERTIFICATE

     

    Certificate
No. R-        

        
 Rights

     

    NOT
EXERCISABLE AFTER JUNE 19, 2011 OR EARLIER IF REDEMPTION OR EXCHANGE
OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.01 PER RIGHT AND
TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER
CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR
TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN
THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID
AND WILL NO LONGER BE TRANSFERABLE.

     

    Right
Certificate

     

    VIRTUS
INVESTMENT PARTNERS, INC.

     

    This
certifies that ___________ or registered assigns, is the registered owner of the
number of Rights set forth above, each of which entitles the owner thereof,
subject to the terms, provisions and conditions of the Rights Agreement, dated
as of December 29, 2008 as the same may be amended from time to time (the “Rights Agreement”),
between Virtus Investment Partners, Inc., a Delaware corporation (the “Company”), and Mellon
Investor Services LLC (the “Rights Agent”), to
purchase from the Company at any time after the Distribution Date (as such term
is defined in the Rights Agreement) and prior to 5:00 P.M., New York City time,
on June 19, 2011 at the office or agency of the Rights Agent designated for such
purpose, or of its successor as Rights Agent, one one-thousandth of a fully paid
non-assessable share of Series C Junior Participating Preferred Stock, par value
$0.01 per share (the “Series C Preferred
Stock”), of the Company, at a purchase price of $75.00 per one
one-thousandth of a share of Series C Preferred Stock (the “Purchase Price”),
upon presentation and surrender of this Right Certificate with the Form of
Election to Purchase duly executed.  The number of Rights evidenced by
this Right Certificate (and the number of one one-thousandths of a share of
Series C Preferred Stock which may be purchased upon exercise hereof) set forth
above, and the Purchase Price set forth above, are the number and Purchase Price
as of December 31, 2008, based on the Series C Preferred Stock as constituted at
such date.  As provided in the Rights Agreement, the Purchase Price,
the number of one one-thousandths of a share of Series C Preferred Stock (or
other securities or property) which may be purchased upon the exercise of the
Rights and the number of Rights evidenced by this Right Certificate are subject
to modification and adjustment upon the happening of certain
events.

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    This
Right Certificate is subject to all of the terms, provisions and conditions of
the Rights Agreement, which terms, provisions and conditions are hereby
incorporated herein by reference and made a part hereof and to which Rights
Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right
Certificates.  Copies of the Rights Agreement are on file at the
principal executive offices of the Company.  The Company will mail to
the holder of this Right Certificate a copy of the Rights Agreement without
charge after receipt of a written request therefor.

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

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

     

    
      
        
          
            
              
                
                  	
                          ATTEST:

                        	 
      	
                          VIRTUS
      INVESTMENT PARTNERS, INC.

                        
	 	 	 
	 	 	 
	 	 	 
	
                          By:

                        	 
      	 
      	
                          By:

                        	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 
	 	 	 	 
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                          Countersigned:

                        	 
      	 
      	 
      
	 	 	 	 
	 
      	
                          ,

                        	 
      	 
      
	
                          as
      Rights Agent

                        	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                          By:

                        	 
      	 
      	 
      	 
      
	 
      	
                          Authorized
      Signatory

                        	 
      	 
      	 
      


                

              

            

          

        

      

    

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

    Form
of Reverse Side of Right Certificate

     

    FORM OF
ASSIGNMENT

     

    (To be executed
by the registered holder if
such

    holder desires
to transfer the Right
Certificate)

     

    FOR
VALUE RECEIVED _________________________ hereby sells, assigns and transfer unto
___________________________

     

    
      	 
      	 
      	 
      
	 
      	
              (Please
      print name and address of transferee)

            	 
      
	 
      	 
      	 
      


    

     

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

     

     

    Dated:
______________, ____

     

    
      	 
      	 
      	 
      
	 
      	
              Signature

            	 
      


    

     

     

     

    Signature
Guaranteed:

     

    Signatures
must be guaranteed by a member or participant in the Securities Transfer Agent
Medallion Program, the New York Stock Exchange Medallion Signature Program or
the Stock Exchange Medallion Program.  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, were not acquired by the undersigned from, and
are not being sold, assigned or transferred to, an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights
Agreement).

     

    
      
        
          
            
              
                	 
      	 
      	 
      
	 
      	
                        Signature

                      	 
      
	 	 	 
	 


              

            

          

        

      

    

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

     

    Form of Reverse Side of Right Certificate — continued

     

    FORM OF
ELECTION TO PURCHASE

     

    (To be executed
if holder desires to
exercise

    Rights
represented by the Rights
Certificate)

     

    To
the Rights Agent:

     

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

     

    
      	 
      	 
      
	
              (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
      must conform to
      holder

               specified
      on Right
      Certificate)

            	 
      


    

     

    Signature
Guaranteed:

     

    Signatures
must be guaranteed by a member or participant in the Securities Transfer Agent
Medallion Program, the New York Stock Exchange Medallion Signature Program or
the Stock Exchange Medallion Program.  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, were not acquired by the undersigned from, and
are not being sold, assigned or transferred to, an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights
Agreement).

     

    
      	 
      	 
      	 
      
	 
      	
              Signature

            	 
      


    

     

     

    Form of Reverse Side of Right Certificate — continued

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 	 	 
	 


                      

                    

                  

                

              

            

          

        

         

        
          
            
            

          

          
            B-5

            
              

            

          

          
            
            

          

        

      

    

     

    NOTICE

     

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

     

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

     

    
      	 
      	 
      	 
      


    

     

     

     

    
      
        
        

      

      
        B-6

        
          

        

      

      
        
        

      

    

     

    EXHIBIT C

    


     

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

     

    SUMMARY
OF RIGHTS TO PURCHASE

    Shares of
Series C Junior Participating Preferred Stock

     

    On
December 12, 2008 the Board of Directors of Virtus Investment Partners, Inc., a
Delaware corporation (the “Company”), declared a
dividend of one preferred share purchase right (a “Right”) for each
outstanding share of common stock, par value $0.01 per share, of the Company
(the “Common
Stock”).  The dividend is payable on December 31, 2008 to the
stockholders of record as of the close of business on December 31, 2008 (the
“Record
Date”).  Each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of Series C Junior Participating
Preferred Stock, par value $0.01 per share (the “Series C Preferred
Stock”), of the Company at a price of $75.00 per one one-thousandth of a
share of Series C Preferred Stock (as the same may be adjusted, the “Purchase
Price”).  The description and terms of the Rights are set forth
in a Rights Agreement, dated as of December 29, 2008 (as the same may be amended
from time to time, the “Rights Agreement”),
between the Company and Mellon Investor Services LLC, as Rights Agent (the
“Rights
Agent”).

     

    Until the
close of business on the earlier of (i) the tenth day after the first date of a
public announcement that a person (other than an Exempted Entity (as defined
below)) or group of affiliated or associated persons (an “Acquiring Person”)
has acquired beneficial ownership of 15% or more of the shares of Common Stock
then outstanding or (ii) the tenth business day (or such
later date as may be determined by action of the Board of Directors prior to
such time as any person or group of affiliated persons becomes an Acquiring
Person) after the date of commencement of, or the first public
announcement of an intention to commence, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person (other than an Exempted Entity) or group of 15% or more of
the shares of Common Stock then outstanding (the earlier of such dates being
herein referred to as the “Distribution Date”),
the Rights will be evidenced by the shares of Common Stock represented by
certificates for Common Stock outstanding as of the Record Date, together with a
copy of the summary of rights disseminated in connection with the original
dividend of Rights.

     

    “Exempted Entity”
shall mean (1) the Company, (2) any Subsidiary (as defined below) of the Company
(in the case of subclauses (1) and (2) including, without limitation, in its
fiduciary capacity), (3) any employee benefit plan of the Company or of any
Subsidiary of the Company, (4) any entity or trustee holding Common Stock for or
pursuant to the terms of any such plan or for the purpose of funding any such
plan or funding other employee benefits for employees of the Company or of any
Subsidiary of the Company. In addition, notwithstanding any provision of this
Rights Agreement to the contrary, Harris Investor Group shall be deemed an
“Exempted Entity” for all  purposes under this Rights Agreement, for
so long as Harris Investor is not in material breach of Section 7.04 of the
Investment and Contribution Agreement (the “Investment Agreement”), dated as of
October 30, 2008, by and among the Company and Phoenix Investment Management
Company, Harris Investor and The Phoenix Companies, Inc. In the event that
Harris Investor is in material breach of Section 7.04 of the Investment
Agreement, then Harris Investor Group shall cease to be an Exempted Entity;
provided, however, that if at
such time that Harris Investor Group ceases to be an Exempted Entity it
beneficially owns 15% or more of the shares of Common Stock outstanding,
notwithstanding anything in this Rights Agreement to the contrary, it shall not
be deemed to be or to have become an “Acquiring Person” for any purpose under
this Rights Agreement unless and until it shall acquire Beneficial Ownership of
any shares of Common Stock (other than pursuant to a dividend or distribution
paid or made by the Company on the outstanding Common Stock or pursuant to a
split or subdivision of the outstanding Common Stock) in excess of the number of
shares of Common Stock Harris Investor Group Beneficially Owns at the time that
it ceases to be an Exempted Entity.

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    “Harris Investor”
shall mean Harris Bankcorp, Inc.

     

    “Harris Investor
Group” shall mean any of Bank of Montreal, Harris Investor and their
direct or indirect Controlled Affiliates.  For purposes of this
definition of “Harris Investor Group,” “Controlled” shall have the meaning
ascribed to such term in Rule 12b-2 under the Exchange Act.

     

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

     

    The
Rights are not exercisable until the Distribution Date.  The Rights
will expire on June 19, 2011 (the “Final Expiration
Date”), unless the Final Expiration Date is extended or unless the Rights
are earlier redeemed or exchanged by the Company, in each case as described
below.

     

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

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    
C-4