Exhibit 4.1


 


TRONOX INCORPORATED



and



UMB BANK, N.A., 

as Rights Agent




Rights Agreement



Dated as of November 7, 2005


 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  Section 1.

  	
  Definitions

  	
  1

  
	
  Section 2.

  	
  Appointment of Rights Agent

  	
  4

  
	
  Section 3.

  	
  Issue of Right Certificates

  	
  5

  
	
  Section 4.

  	
  Form of Right Certificates

  	
  6

  
	
  Section 5.

  	
  Countersignature and Registration

  	
  7

  
	
  Section 6.

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

  	
  7

  
	
  Section 7.

  	
  Exercise of Rights; Purchase Price;
  Expiration Date of Rights

  	
  8

  
	
  Section 8.

  	
  Cancellation and Destruction of
  Right Certificates

  	
  9

  
	
  Section 9.

  	
  Availability of Preferred Shares

  	
  9

  
	
  Section 10.

  	
  Preferred Shares Record Date

  	
  10

  
	
  Section 11.

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

  	
  10

  
	
  Section 12.

  	
  Certificate of Adjusted Purchase
  Price or Number of Shares

  	
  16

  
	
  Section 13.

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

  	
  16

  
	
  Section 14.

  	
  Fractional Rights and Fractional
  Shares

  	
  17

  
	
  Section 15.

  	
  Rights of Action

  	
  18

  
	
  Section 17.

  	
  Right Certificate Holder Not Deemed
  a Stockholder

  	
  19

  
	
  Section 18.

  	
  Concerning the Rights Agent

  	
  19

  
	
  Section 19.

  	
  Merger or Consolidation or Change
  of Name of Rights Agent

  	
  19

  
	
  Section 20.

  	
  Duties of Rights Agent

  	
  20

  
	
  Section 21.

  	
  Change of Rights Agent

  	
  22

  
	
  Section 22.

  	
  Issuance of New Right Certificates

  	
  22

  
	
  Section 23.

  	
  Redemption

  	
  22

  
	
  Section 24.

  	
  Exchange

  	
  23

  
	
  Section 25.

  	
  Notice of Certain Events

  	
  24

  
	
  Section 26.

  	
  Notices

  	
  25

  
	
  Section 27.

  	
  Supplements and Amendments

  	
  26

  
	
  Section 28.

  	
  Successors

  	
  27

  
	
  Section 29.

  	
  Benefits of this Agreement

  	
  27

  
	
  Section 30.

  	
  Severability

  	
  27

  
	
  Section 31.

  	
  Governing Law

  	
  27

  
	
  Section 32.

  	
  Counterparts

  	
  27

  
	
  Section 33.

  	
  Descriptive Headings

  	
  27

  



 


i





















 


TRONOX INCORPORATED



and



UMB BANK, N.A.,

as Rights Agent



Rights Agreement



Dated as of November 7, 2005


 


Rights Agreement, dated as of November 7, 2005,
between Tronox Incorporated, a Delaware corporation (the “Company”), and
UMB Bank, N.A., as rights agent (the “Rights Agent”).


 


The Board of Directors of the Company has authorized
and declared a dividend of one preferred share purchase right (a “Class A
Right”) for each Class A Common Share (as hereinafter defined) of the
Company outstanding on November 21, 2005 (the “Record Date”) and a
dividend of one preferred share purchase right (a “Class B Right”)
for each Class B Common Share (as hereinafter defined) of the Company
outstanding on the Record Date (the Class A Rights and Class B Rights
together, the “Rights”), each Right representing the right to purchase
one one-hundredth of a Preferred Share (as hereinafter defined), upon the terms
and subject to the conditions herein set forth, and has further authorized and
directed the issuance of one Class A Right with respect to each Class A
Common Share and one Class B Right with respect to each Class B
Common Share that shall become outstanding between the Record Date and the
earliest of the Distribution Date, the Redemption Date and the Final Expiration
Date (as such terms are hereinafter defined).


 


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


 


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


 


(a)           “Acquiring
Person” shall mean any Person who or which, together with all Affiliates
and Associates of such Person, shall be the Beneficial Owner of (i) 15% or
more of the Class A Common Shares then outstanding, (ii) 15% or more
of the Class B Common Shares then outstanding, or (iii) any
combination of Class A Common Shares and Class B Common Shares
representing 15% or more of the Common Shares then outstanding, but shall not
include (i) the Company, (ii) any Subsidiary of the Company, (iii) any
employee benefit plan of the Company or any Subsidiary of the Company, (iv) any
entity holding Common Shares for or pursuant to the terms of any such plan, or (v) Kerr-McGee,
or any Affiliate of Kerr-McGee. 
Notwithstanding the foregoing, no Person shall become an “Acquiring
Person” as the result of an acquisition of Common Shares by the Company which,
by reducing the number of Common Shares outstanding, increases the
proportionate number of Common Shares beneficially owned by such Person to (i) 15%
or more of the Class A Common Shares then outstanding, (ii) 15% or
more of the Class B Common Shares then outstanding, or (iii) 15% or
more of the Common Shares then













 


outstanding; provided, however, that, if a Person shall
become the Beneficial Owner of (i) 15% or more of the Class A Common
Shares then outstanding, (ii) 15% or more of the Class B Common
Shares then outstanding, or (iii) any combination of Class A Common
Shares and Class B Common Shares representing 15% or more of the Common
Shares then outstanding by reason of share purchases by the Company and shall,
after such share purchases by the Company, become the Beneficial Owner of any
additional Common Shares, then such Person shall be deemed to be an “Acquiring
Person.”  Notwithstanding the foregoing,
if the Board of Directors of the Company determines in good faith that a Person
who would otherwise be an “Acquiring Person,” as defined pursuant to the
foregoing provisions of this paragraph (a), has become such inadvertently, and
such Person divests as promptly as practicable a sufficient number of Common
Shares so that such Person would no longer be an “Acquiring Person,” as defined
pursuant to the foregoing provisions of this paragraph (a), then such Person
shall not be deemed to be an “Acquiring Person” for any purposes of this
Agreement.


 


(b)           “Affiliate”
shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act as in effect on the date of this Agreement.


 


(c)           “Associate”
shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act as in effect on the date of this Agreement.


 


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


 


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


 


(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), or upon the
exercise of conversion rights, exchange rights, rights (other than these
Rights), warrants or options, or otherwise; provided, however,
that a Person shall not be deemed the Beneficial Owner of, or to beneficially
own, securities tendered pursuant to a tender or exchange offer made by 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; or (B) the
right to vote pursuant to any agreement, arrangement or understanding; provided,
however, that a Person shall not be deemed the Beneficial Owner of, or
to beneficially own, any security if the agreement, arrangement or
understanding to vote such security (1) arises solely from a revocable
proxy or consent given to such Person in response to a public proxy or consent
solicitation made pursuant to, and in accordance with, the applicable rules and
regulations promulgated under the Exchange Act and (2) is not also then
reportable on Schedule 13D under the Exchange Act (or any comparable or
successor report); or


 


(iii)          which
are beneficially owned, directly or indirectly, by any other Person with which
such Person or any of such Person’s Affiliates or Associates has any


 


2





















 


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) for the purpose of acquiring,
holding, voting (except to the extent contemplated by the proviso to Section 1(d)(ii)(B) hereof)
or disposing of any securities of the Company.


 


Notwithstanding anything in this definition of
Beneficial Ownership to the contrary, 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.


 


(e)           “Business
Day” shall mean a day other than a Saturday, a Sunday or a day on which
banking institutions located in the City of New York or the principal office of
the Rights Agent are closed.


 


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


 


(g)           “Class A
Common Shares” shall mean the shares of Class A Common Stock, par
value $0.01 per share, of the Company.


 


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


 


(i)            “Class B
Common Shares” shall mean the shares of Class B Common Stock, par
value $0.01 per share, of the Company.


 


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


 


(k)           “Common
Shares” when used in reference to the Company shall mean the Class A
Common Shares and Class B Common Shares. 
“Common Shares” when used with reference to any Person other than the
Company shall mean the capital stock (or 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.


 


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


 


(m)          “Exchange
Act” shall mean the Securities Exchange Act of 1934.


 


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


 


(o)           “Final
Expiration Date” shall have the meaning set forth in Section 7(a) hereof.


 


3





















 


(p)           “Kerr-McGee”
shall mean Kerr-McGee Corporation, a Delaware corporation, and its consolidated
Subsidiaries and Affiliates, as applicable.


 


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


 


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


 


(s)           “Preferred
Shares” shall mean shares of Series A Junior Participating Preferred
Stock, par value $0.01 per share, of the Company having the rights and
preferences set forth in the Form of Certificate of Designations attached
to this Agreement as Annex A.


 


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


 


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


 


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


 


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


 


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


 


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


 


(z)            “Security”
shall have the meaning set forth in Section 11(d)(i) hereof.


 


(aa)         “Shares
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) under the Exchange Act) by the
Company or an Acquiring Person that an Acquiring Person has become such.


 


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


 


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


 


Section 2.               Appointment of
Rights Agent.  The Company hereby
appoints the Rights Agent to act as agent for the Company and the holders of
the Rights (who, in accordance with Section 3 hereof, shall, prior to the
Distribution Date, also be the holders of the Common Shares) 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.


 


4





















 


Section 3.               Issue of Right
Certificates.


 


(a)           Until the
earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the
tenth Business Day (or such later date as may be determined by action of the
Board of Directors of the Company prior to such time as any Person becomes an
Acquiring Person) after the date of the commencement by any Person (other than
the Company, any Subsidiary of the Company, any employee benefit plan of the
Company or of any Subsidiary of the Company or any entity holding Common Shares
for or pursuant to the terms of any such plan) of a tender or exchange offer
the consummation of which would result in any Person becoming the Beneficial
Owner of (A) 15% or more of the then outstanding Class A Common
Shares, (B) 15% or more of the then outstanding Class B Common
Shares, or (C) any combination of Class A Common Shares and Class B
Common Shares representing 15% or more of the then outstanding Common Shares
(including any such date which is after the date of this 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 Shares of the Company registered in the names of the holders thereof
(which certificates shall also be deemed to be Right Certificates) and not by
separate Right Certificates, and (y) the right to receive Right Certificates
will be transferable only in connection with the transfer of Common Shares of
the Company.  As soon as practicable
after the Rights Agent receives notice of a 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, send) by first-class,
insured, postage-prepaid mail, to each record holder of Common Shares as of the
Close of Business on the Distribution Date, at the address of such holder shown
on the records of the Company, a Class A Right Certificate, in
substantially the form of Annex B hereto (a “Class A Right
Certificate”), evidencing one Class A Right for each Class A
Common Share so held, and a Class B Right Certificate, in substantially
the form of Annex C hereto (a “Class B Right Certificate,”
together with the Class A Right Certificate, the “Right Certificates”),
evidencing one Class B Right for each Class B Common Share so
held.  As of the Distribution Date, the
Rights will be evidenced solely by such Right Certificates.


 


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


 


This
certificate also evidences and entitles the holder hereof to certain rights as
set forth in a Rights Agreement between Tronox Incorporated and UMB Bank, N.A.,
as Rights Agent, dated as of November 7, 2005, as it may be amended from
time to time (the “Agreement”), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal executive
offices of Tronox Incorporated Under certain circumstances, as set forth in the
Agreement, such Class A Rights (as defined in the Agreement) will be
evidenced by separate certificates and will no longer be evidenced by this
certificate.  Tronox Incorporated will
mail to the holder of this certificate a


 


5





















 


copy
of the Agreement without charge after receipt of a written request
therefor.  As set forth in the Agreement,
Class A Rights beneficially owned by any Person (as defined in the
Agreement) who becomes an Acquiring Person (as defined in the Agreement) become
null and void.


 


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


 


This
certificate also evidences and entitles the holder hereof to certain rights as
set forth in a Rights Agreement between Tronox Incorporated and UMB Bank, N.A.,
as Rights Agent, dated as of November 7, 2005, as it may be amended from
time to time (the “Agreement”), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal executive
offices of Tronox Incorporated Under certain circumstances, as set forth in the
Agreement, such Class B Rights (as defined in the Agreement) will be
evidenced by separate certificates and will no longer be evidenced by this
certificate.  Tronox Incorporated will
mail to the holder of this certificate a copy of the Agreement without charge
after receipt of a written request therefor. 
As set forth in the Agreement, Class B Rights beneficially owned by
any Person (as defined in the Agreement) who becomes an Acquiring Person (as
defined in the Agreement) become null and void.


 


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


 


Section 4.               Form of
Right Certificates.  The Right
Certificates (and the forms of election to purchase Preferred Shares and of
assignment to be printed on the reverse thereof) shall be substantially the
same as Annex B and Annex C hereto, and may have such marks of
identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any
applicable law or with any applicable rule or regulation made pursuant
thereto or with any applicable rule or regulation of any stock exchange or
the National Association of Securities Dealers, Inc., or to conform to
usage.  Subject


 


6





















 


to the provisions of Section 22 hereof, the Right Certificates
shall entitle the holders thereof to purchase such number of one one-hundredths
of a Preferred Share as shall be set forth therein at the price per one
one-hundredth of a Preferred Share set forth therein (the “Purchase Price”),
but the number of such one one-hundredths of a Preferred Share and the Purchase
Price shall be subject to adjustment as provided herein.


 


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


 


Following the Distribution Date, the Rights Agent will
keep or cause to be kept, at its office designated for such purposes, books or
electronic records for registration and transfer of the Right Certificates issued
hereunder.  Such books or electronic
records shall show the names and addresses of the respective holders of the
Right Certificates, the number of Rights evidenced on its face by each of the
Right Certificates and the date of each of the Right Certificates.


 


Section 6.               Transfer, Split
Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost
or Stolen Right Certificates. 
Subject to the provisions of Section 14 hereof, at any time after
the Close of Business on the Distribution Date, and at or prior to the Close of
Business on the earlier of the Redemption Date or the Final Expiration Date,
any Right Certificate or Right Certificates (other than Right Certificates
representing Rights that have become null and void pursuant to Section 11(a)(ii) hereof
or that have been exchanged pursuant to Section 24 hereof) 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-hundredths of a Preferred Share as the Right Certificate or Right
Certificates surrendered then entitled such holder to purchase.  Any registered holder desiring to transfer,
split up, combine or exchange any Right Certificate or Right Certificates shall
make such request in writing delivered to the Rights Agent, and shall surrender
the Right Certificate or Right Certificates to be transferred, split up,
combined or exchanged at the office of the Rights Agent designated for such
purpose.  Thereupon the Rights Agent
shall countersign and deliver to the Person entitled thereto a Right
Certificate or Right Certificates, as the case may be, as so requested.  Neither the Rights Agent nor the Company
shall be obligated to take any action whatsoever with respect to the transfer
of any such surrendered Rights Certificate until the


 


7





















 


registered holder shall have duly and properly completed and signed the
certificate contained in the form of assignment on the reverse side of such
Rights Certificate and shall have provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or
Associates thereof as the Company or the Rights Agent shall reasonably request.  Thereupon the Rights Agent shall, subject to
Sections 7(e), 14 and 24 hereof, countersign and deliver to the Person entitled
thereto a Rights Certificate or Rights Certificates, as the case may be, as so
requested.  The Company may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer, split up, combination or exchange of
Right Certificates.


 


Upon receipt by the Company and the Rights Agent of
evidence reasonably satisfactory to them of the loss, theft, destruction or
mutilation of a Right Certificate, and, in case of loss, theft or destruction,
of indemnity or security reasonably satisfactory to them, and, at the Company’s
request, reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent and cancellation of
the Right Certificate if mutilated, the Company will make and deliver a new
Right Certificate of like tenor to the Rights Agent for countersignature and
delivery to the registered holder in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated.


 


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


 


(a)           The
registered holder of any Right Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein), in whole or in part, at any time
after the Distribution Date, upon surrender of the Right Certificate, with the
form of election to purchase on the reverse side thereof duly executed, to the
Rights Agent at the office of the Rights Agent designated for such purpose,
together with payment of the Purchase Price for each one one-hundredth of a
Preferred Share as to which the Rights are exercised, at or prior to the
earliest of (i) the Close of Business on November 7, 2015 (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.


 


(b)           The
Purchase Price for each one one-hundredth of a Preferred Share purchasable
pursuant to the exercise of a Right shall initially be $90.00, and shall be
subject to adjustment from time to time as provided in Section 11 or 13
hereof, and shall be payable in lawful money of the United States of America in
accordance with paragraph (c) below.


 


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


 


8





















 


Preferred Shares with such depositary agent) and the Company hereby
directs such depositary agent to comply with such request; (ii) when
appropriate, requisition from the Company the amount of cash to be paid in lieu
of issuance of fractional 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)           In case
the registered holder of any Right Certificate shall exercise less than all the
Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent
to the Rights remaining unexercised shall be issued by the Rights Agent to
registered holder of such Right Certificate or to such holder’s duly authorized
assigns, subject to the provisions of Section 14 hereof.


 


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


 


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


 


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


 


9





















 


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 Preferred Shares upon the exercise of Rights.  The Company shall not, however, be required
to pay any transfer tax which may be payable in respect of any transfer or
delivery of Right Certificates to a Person other than, or the issuance or
delivery of certificates or depositary receipts for the Preferred Shares in a
name other than that of, the registered holder of the Right Certificate
evidencing Rights surrendered for exercise or to issue or to deliver any
certificates or depositary receipts for Preferred Shares upon the exercise of
any Rights until any such tax shall have been paid (any such tax being payable
by the holder of such Right Certificate at the time of surrender) or until it
has been established to the Company’s reasonable satisfaction that no such tax
is due.


 


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


 


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


 


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


 


10





















 


less than the aggregate par value of the shares of capital stock of the
Company issuable upon exercise of one Right.


 


(ii) 
Subject to Section 24 hereof, in the event any Person becomes an Acquiring
Person, each holder of a Class A Right and each holder of a Class B
Right, respectively, shall thereafter have a right to receive, upon exercise
thereof at a price equal to the then current Purchase Price multiplied by the
number of one one-hundredths of a Preferred Share for which a Right is then
exercisable, in accordance with the terms of this Agreement and in lieu (in
both cases) of Preferred Shares, such number of Class A Common Shares and Class B
Common Shares, respectively, as shall equal the result obtained by (A) multiplying
the then current Purchase Price by the number of one one-hundredths of a
Preferred Share for which a Right is then exercisable and dividing that product
by (B) 50% of the then current per share market price of such class of Common
Shares (determined pursuant to Section 11(d) hereof) for which a
Right is exercisable on the date of the occurrence of such event.  In the event that any Person shall become an
Acquiring Person and the Rights shall then be outstanding, the Company shall
not take any action which would eliminate or diminish the benefits intended to
be afforded by the Rights.


 


From and after the occurrence of such event, any
Rights that are or were acquired or beneficially owned by any Acquiring Person
(or any Associate or Affiliate of such Acquiring Person) shall be null and void
without further action, and any holder of such Rights shall thereafter have no
right to exercise such Rights under any provision of this Agreement.  No Right Certificate shall be issued pursuant
to Section 3 hereof that represents Rights beneficially owned by an
Acquiring Person whose Rights would be null and void pursuant to the preceding
sentence or any Associate or Affiliate thereof; no Right Certificate shall be
issued at any time upon the transfer of any Rights to an Acquiring Person whose
Rights would be null and void without further action pursuant to the preceding
sentence or any Associate or Affiliate thereof or to any nominee of such
Acquiring Person, Associate or Affiliate; and any Right Certificate delivered
to the Rights Agent for transfer to an Acquiring Person whose Rights would be
null and void without further action pursuant to the preceding sentence shall
be cancelled by the Rights Agent upon written direction of the Company.


 


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


 


(b)           In case
the Company shall fix a record date for the issuance of rights, options or
warrants to all holders of Preferred Shares entitling them (for a period
expiring within 45 calendar days after such record date) to subscribe for or
purchase Preferred Shares (or shares


 


11





















 


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


 


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


 


12





















 


(d)           (i) 
For the purpose of any computation hereunder, the “current per share market
price” of any security (a “Security” for the purpose of this Section 11(d)(i))
on any date shall be deemed to be the average of the daily closing prices per
share of such Security for the 30 consecutive Trading Days 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, reported at or prior to 4:00 P.M.  Eastern time or, in case no such sale takes
place on such day, the average of the bid and asked prices, regular way,
reported as of 4:00 P.M.  Eastern
time, in either case, as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to trading on
the New York Stock Exchange or, if the Security is not listed or admitted to
trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Security is listed or
admitted to trading or, if the Security is not listed or admitted to trading on
any national securities exchange, the last quoted price reported at or prior to
4:00 P.M.  Eastern time or, if not
so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported as of 4:00 P.M.  Eastern time by the New York Stock Exchange
or such other system then in use, or, if on any such date the Security is not
quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in the
Security selected by the Board of Directors of the Company.  The term “Trading Day” shall mean a
day on which the principal national securities exchange on which the Security
is listed or admitted to trading is open for the transaction of business, or,
if the Security is not listed or admitted to trading on any national securities
exchange, a Business Day.


 


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


 


(e)           No
adjustment in the Purchase Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Purchase Price; provided,
however, that any adjustments which by reason of this Section 11(e) are
not required to be made shall be carried forward and taken into account in any
subsequent adjustment.  All calculations
under this Section 11 shall be made to the nearest cent or to the nearest
one one-millionth of a


 


13





















 


Preferred Share or one ten-thousandth of any other share or security as
the case may be.  Notwithstanding the
first sentence of this Section 11(e), any adjustment required by this Section 11
shall be made no later than the earlier of (i) three years from the date
of the transaction which requires such adjustment or (ii) the date of the
expiration of the right to exercise any Rights.


 


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


 


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


 


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


 


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


 


14





















 


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


 


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


 


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


 


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


 


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


 


(n)           In the
event that, at any time after the date of this Agreement and prior to the
Distribution Date, the Company shall (i) declare or pay any dividend on
the Common Shares payable in Common Shares, or (ii) effect a subdivision,
combination or consolidation of the Common Shares (by reclassification or
otherwise than by payment of dividends in Common Shares) into a greater or
lesser number of Common Shares, then, in any such case, (A) the number of
one one-hundredths of a Preferred Share purchasable after such event upon
proper


 


15





















 


exercise of each Right shall be determined by multiplying the number of
one one-hundredths of a Preferred Share so purchasable immediately prior to
such event by a fraction, the numerator of which is the number of Common Shares
outstanding immediately before such event and the denominator of which is the
number of Common Shares outstanding immediately after such event, and (B) each
Common Share outstanding immediately after such event shall have issued with
respect to it that number of Rights which each Common Share outstanding
immediately prior to such event had issued with respect to it.  The adjustments provided for in this Section 11(n)
shall be made successively whenever such a dividend is declared or paid or such
a subdivision, combination or consolidation is effected.


 


Section 12.             Certificate of
Adjusted Purchase Price or Number of Shares.  Whenever an adjustment is made or any event
affecting the Rights or their exercisability (including, without limitation, an
event which causes Rights to become null and void) occurs as provided in Section 11
or 13 hereof, the Company shall promptly (a) prepare a certificate setting
forth such adjustment 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 Shares or the Preferred Shares and the
Securities and Exchange Commission a copy of such certificate and (c) if
such adjustment occurs at any time after the Distribution Date, mail a brief
summary thereof to each holder of a Right Certificate in accordance with Section 25
hereof.  Notwithstanding the foregoing
sentence, the failure of the Company to make such certification or give such
notice shall not affect the validity of such adjustment or the force or effect
of the requirement for such adjustment. 
The Rights Agent shall be fully protected in relying on any such
certificate and on any adjustment or statement contained therein and shall have
no duty or liability with respect to and shall not be deemed to have knowledge
of such adjustment or event unless and until it shall have received such
certificate.


 


Section 13.             Consolidation,
Merger or Sale or Transfer of Assets or Earning Power.  In the event, directly or indirectly, at any
time after a Person has become an Acquiring Person, (a) the Company shall
consolidate with, or merge with and into, any other Person, (b) any Person
shall consolidate with the Company, or merge with and into the Company and the
Company shall be the continuing or surviving corporation of such merger and, in
connection with such merger, all or part of the Common Shares shall be changed
into or exchanged for stock or other securities of any other Person (or the
Company) or cash or any other property, or (c) 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 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 (i) each holder of a Right (except as otherwise
provided herein) 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-hundredths of a Preferred Share for which a Right is then
exercisable, in accordance with the terms of this Agreement and in lieu of
Preferred Shares, such number of Common Shares of such other Person (including
the Company as successor thereto or as the surviving corporation) as shall
equal the result obtained by (A) multiplying the then current Purchase
Price by the number of one one-hundredths of a Preferred Share for which a
Right is then exercisable and dividing that product by (B) 50% of the then
current per share market price of the Common Shares of such other Person
(determined pursuant to Section 11(d) hereof) on the date of
consummation of such consolidation, merger, sale or


 


16





















 


transfer; (ii) the issuer of such Common Shares shall thereafter
be liable for, and shall assume, by virtue of such consolidation, merger, sale
or transfer, all the obligations and duties of the Company pursuant to this
Agreement; (iii) the term “Company” shall thereafter be deemed to refer to
such issuer; and (iv) such issuer shall take such steps (including, but
not limited to, the reservation of a sufficient number of its Common Shares in
accordance with Section 9 hereof) in connection with such consummation as
may be necessary to assure that the provisions hereof shall thereafter be
applicable, as nearly as reasonably may be, in relation to the Common Shares of
the Company thereafter deliverable upon the exercise of the Rights.  The Company shall not consummate any such
consolidation, merger, sale or transfer unless, prior thereto, the Company and
such issuer shall have executed and delivered to the Rights Agent a
supplemental agreement so providing.  The
Company shall not enter into any transaction of the kind referred to in this Section 13
if at the time of such transaction there are any rights, warrants, instruments
or securities outstanding or any agreements or arrangements which, as a result
of the consummation of such transaction, would eliminate or substantially
diminish the benefits intended to be afforded by the Rights.  The provisions of this Section 13 shall
similarly apply to successive mergers or consolidations or sales or other
transfers.


 


Section 14.             Fractional Rights
and Fractional Shares.


 


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


 


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


 


17





















 


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


 


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


 


Section 15.             Rights of Action.  All rights of action in respect of this
Agreement, excepting the rights of action given to the Rights Agent hereunder
and are vested in the respective registered holders of the Right Certificates
(and, prior to the Distribution Date, the registered holders of the Common
Shares); and any registered holder of any Right Certificate (or, prior to the
Distribution Date, of the Common Shares), without the consent of the Rights
Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the Common Shares), may, in such holder’s own behalf and
for such holder’s own benefit, enforce, and may institute and maintain any
suit, action or proceeding against the Company to enforce, or otherwise act in
respect of, such holder’s right to exercise the Rights evidenced by such Right
Certificate in the manner provided in such Right Certificate and in this
Agreement.  Without limiting the foregoing
or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at
law for any breach by the Company of this Agreement, and will be entitled to
specific performance of the obligations by the Company under, and injunctive
relief against actual or threatened violations of the obligations of any Person
subject to, this Agreement.


 


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


 


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


 


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


 


18





















 


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


 


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


 


Section 18.             Concerning the
Rights Agent.  The Company agrees to
pay to the Rights Agent reasonable compensation for all services rendered by it
hereunder, and, from time to time, on demand of the Rights Agent, its
reasonable expenses and counsel fees and other disbursements incurred in the
administration and execution of this Agreement and the exercise and performance
of its duties hereunder.  The Company
also agrees to indemnify the Rights Agent for, and to hold it harmless against,
any loss, liability, or expense incurred without negligence, bad faith or
willful misconduct on the part of the Rights Agent, for anything done or
omitted by the Rights Agent in connection with the acceptance and
administration of this Agreement, including the costs and expenses of defending
against any claim of liability in the premises.


 


The Rights Agent shall be protected and shall incur no
liability for, or in respect of any action taken, suffered or omitted by it in
connection with, its administration of this Agreement in reliance upon any
Right Certificate or certificate for the Preferred Shares or Common Shares or
for other securities of the Company, instrument of assignment or transfer,
power of attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it to be genuine
and to be signed, executed and, where necessary, verified or acknowledged, by
the proper person or persons, or otherwise upon the advice of counsel as set
forth in Section 20 hereof.


 


Section 19.             Merger or
Consolidation or Change of Name of Rights Agent.  Any Person into which the Rights Agent or any
successor Rights Agent may be merged or with which it may be consolidated, or
any Person resulting from any merger or consolidation to which the Rights Agent
or any successor Rights Agent shall be a party, or any Person succeeding to the
stock transfer or business of the Rights Agent or any successor Rights Agent,
shall be the successor to the Rights Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, that such Person would be eligible for
appointment as a successor Rights Agent under the provisions of Section 21
hereof.  In case


 


19





















 


at the time such successor Rights Agent shall succeed to the agency
created by this Agreement, any of the Right Certificates shall have been
countersigned but not delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such Right
Certificates so countersigned; and, in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor
Rights Agent or in the name of the successor Rights Agent; and, in all such
cases, such Right Certificates shall have the full force provided in the Right
Certificates and in this Agreement.


 


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


 


Section 20.             Duties of Rights
Agent.  The Rights Agent undertakes
to perform only the duties and obligations expressly imposed by this Agreement
(and no implied duties or obligations) 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), and the opinion of such counsel shall be full and complete
authorization and protection to the Rights Agent as to any action taken or
omitted by it in good faith and in accordance with such opinion.


 


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


 


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


 


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


 


(e)           The Rights
Agent shall not be under any responsibility in respect of the validity of this
Agreement or the execution and delivery hereof (except the due execution hereof


 


20





















 


by the Rights Agent) or in respect of the validity or execution of any
Right Certificate (except its countersignature thereof); nor shall it be
responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Right Certificate; nor shall it be
responsible for any change in the exercisability of the Rights (including the
Rights becoming void pursuant to Section 11(a)(ii) hereof) or any
adjustment in the terms of the Rights (including the manner, method or amount
thereof) provided for in Section 3, 11, 13, 23 or 24 hereof, or the
ascertaining of the existence of facts that would require any such change or
adjustment (except with respect to the exercise of Rights evidenced by Right
Certificates after receipt by the Rights Agent 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
Preferred Shares to be issued pursuant to this Agreement or any Right
Certificate or as to whether any Preferred Shares will, when issued, be validly
authorized and issued, fully paid and nonassessable.


 


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


 


(g)           The Rights
Agent is hereby authorized and directed to accept instructions with respect to
the performance of its duties hereunder from any one of the Chairman of the
Board, the Chief Executive Officer, the President, any Vice President, the
Secretary or the Treasurer of the Company, and to apply to such officers for
advice or instructions in connection with its duties, and it shall not be
liable for any action taken or suffered by it in good faith in accordance with
instructions of any such officer or for any delay in acting while waiting for
those instructions.  Any application by
the Rights Agent for written instructions from the Company may, at the option
of the Rights Agent, set forth in writing any action proposed to be taken,
suffered or omitted to be taken by the Rights Agent under this Agreement and
the date on and/or after which such action shall be taken or suffered or such
omission shall be effective.  The Rights
Agent shall not be liable for any action taken or suffered by, or omission of, the
Rights Agent in accordance with a proposal included in any such application on
or after the date specified in such application (which date shall not be less
than five Business Days after the date any officer of the Company actually
receives such application, unless any such officer shall have consented in
writing to an earlier date) unless, prior to taking any such action (or the
effective date in the case of an omission), the Rights Agent shall have
received written instructions in response to such application reasonably
specifying the action to be taken, suffered or omitted.


 


(h)           The Rights
Agent may execute and exercise any of the rights or powers hereby vested in it
or perform any duty hereunder either itself or by or through its attorneys or
agents, and the Rights Agent shall not be answerable or accountable for any
act, default, neglect or misconduct of any such attorneys or agents or for any
loss to the Company resulting from any such act, default, neglect or
misconduct, provided, that reasonable care was exercised in the
selection and continued employment thereof.


 


(i)            If, with
respect to any Right Certificate surrendered to the Rights Agent for exercise
or transfer, the certificate attached to the form of assignment or form of
election to purchase, as the case may be, has not been properly completed or
executed, the Rights Agent


 


21





















 


shall not take any further action with respect to such requested
exercise or transfer without first consulting with, and receiving written
direction from, the Company.


 


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


 


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


 


Section 23.             Redemption.


 


(a)           The Board
of Directors of the Company may, at its option, at any time prior to such time
as any Person becomes an Acquiring Person, redeem all but not less than all


 


22





















 


the then outstanding Rights at a redemption price of $.01 per Right,
appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such redemption price being
hereinafter referred to as the “Redemption Price”).  The redemption of the Rights by the Board of
Directors of the Company may be made effective at such time, on such basis and
with such conditions as the Board of Directors of the Company, in its sole
discretion, may establish.


 


(b)           Immediately
upon the action of the Board of Directors of the Company ordering the
redemption of the Rights pursuant to paragraph (a) of this Section 23,
and without any further action and without any notice, the right to exercise
the Rights will terminate and the only right thereafter of the holders of
Rights shall be to receive the Redemption Price.  The Company shall promptly give public notice
of any such redemption; provided, however, that the failure to
give, or any defect in, any such notice shall not affect the validity of such
redemption.  Within 10 days after such
action of the Board of Directors of the Company ordering the redemption of the
Rights, the Company shall mail a notice of redemption to all the holders of the
then outstanding Rights at their last addresses as they appear upon the
registry books of the Rights Agent or, prior to the Distribution Date, on the
registry books of the transfer agent for the Common Shares.  Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives the
notice.  Each such notice of redemption
will state the method by which the payment of the Redemption Price will be
made.  Neither the Company nor any of its
Affiliates or Associates may redeem, acquire or purchase for value any Rights
at any time in any manner other than that specifically set forth in this Section 23
or in Section 24 hereof, and other than in connection with the purchase of
Common Shares prior to the Distribution Date.


 


Section 24.             Exchange.


 


(a)           Subject to
the applicable laws, rules and regulations, and subject to subsection 24(c) below,
the Company may, at its option, by action of the Board of Directors, at any
time after any Person becomes an Acquiring Person, exchange all or part of the
then outstanding and exercisable Rights (which shall not include Rights that
have become null and void pursuant to the provisions of Section 11(a)(ii) hereof)
for Common Shares at an exchange ratio of one Class A Common Share and one
Class B Common Share per Class A Right and Class B Right,
respectively, appropriately adjusted to reflect any adjustment in the number of
Rights pursuant to Section 11(i) (such exchange ratio being
hereinafter referred to as the “Exchange Ratio”).  Notwithstanding the foregoing, the Board of
Directors of the Company shall not be empowered to effect such exchange at any
time after any Person (other than the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or any such Subsidiary, or any entity
holding Common Shares for or pursuant to the terms of any such plan), together
with all Affiliates and Associates of such Person, becomes the Beneficial Owner
of 50% or more of the Common Shares then outstanding.


 


(b)           Immediately
upon the action of the Board of Directors of the Company ordering the exchange
of any Rights pursuant to paragraph (a) of this Section 24 and
without any further action and without any notice, the right to exercise such
Rights shall terminate and the only right thereafter of a holder of such Rights
shall be to receive that number of Class A Common Shares or Class B
Common Shares equal to the number of such Class A Rights or


 


23





















 


Class B Rights, as the case may be, 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
legality or validity of such exchange. 
The Company promptly shall mail a notice of any such exchange to all of
the holders of such Rights at their last addresses as they appear upon the
registry books of the Rights Agent.  Any
notice which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice. 
Each such notice of exchange will state the method by which the exchange
of the Common Shares for Rights will be effected, and, in the event of any
partial exchange, the number of Rights which will be exchanged.  Any partial exchange shall be effected pro
rata based on the number of Class A or Class B Rights (other than
Rights which have become null and void pursuant to the provisions of Section 11(a)(ii) hereof)
held by each holder of Class A or Class B Rights.


 


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


 


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


 


Section 25.             Notice of Certain
Events.


 


(a)           In case
the Company shall, at any time after the Distribution Date, propose (i) to
pay any dividend payable in stock of any class to the holders of the Preferred
Shares or to make any other distribution to the holders of the Preferred Shares
(other than a regular quarterly cash dividend), (ii) to offer to the
holders of the Preferred Shares rights or warrants to subscribe for or to
purchase any additional Preferred Shares or shares of stock of any class or any
other securities, rights or options, (iii) to effect any reclassification
of the Preferred Shares (other than a reclassification involving only the
subdivision of outstanding Preferred Shares), (iv) to effect any
consolidation or merger into or with, or to effect any sale or other transfer
(or to permit one or more of its Subsidiaries to effect any sale or other
transfer), in one or more transactions, of


 


24





















 


50% or more of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to, any other Person, (v) to effect the
liquidation, dissolution or winding up of the Company, or (vi) to declare
or pay any dividend on the Common Shares payable in Common Shares or to effect
a subdivision, combination or consolidation of the Common Shares (by reclassification
or otherwise than by payment of dividends in Common Shares), then, in each such
case, the Company shall give to each holder of a Right Certificate (with a copy
to the Rights Agent), in accordance with Section 26 hereof, a notice of
such proposed action, which shall specify the record date for the purposes of
such stock dividend, or distribution of rights or warrants, or the date on
which such reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution, or winding up is to take place and the date of
participation therein by the holders of the Common Shares and/or Preferred
Shares, if any such date is to be fixed, and such notice shall be so given in
the case of any action covered by clause (i) or (ii) above at least
20 days prior to the record date for determining holders of the Preferred
Shares for purposes of such action, and, in the case of any such other action,
at least 20 days prior to the date of the taking of such proposed action or the
date of participation therein by the holders of the Common Shares and/or
Preferred Shares, whichever shall be the earlier.


 


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


 


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


 


Tronox Incorporated

Attention:  Corporate Secretary

123 Robert Kerr Avenue

Oklahoma City, OK  73102




Facsimile No.:  405-270-3866


 


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


 


UMB Bank, N.A., as Rights
Agent

Attention: Corporate Trust

2401 Grand Blvd., Suite 200

Kansas City, MO 64108




Facsimile No.: 816-860-3029


 


25





















 


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


 


Section 27.             Supplements and
Amendments.  The Company may from
time to time supplement or amend this Agreement without the approval of any
holders of Right Certificates subject to the other terms and conditions of this
Agreement in order to cure any ambiguity, to correct or supplement any
provision contained herein which may be defective or inconsistent with any
other provisions herein, to shorten or lengthen any time period hereunder or to
make any other provisions with respect to the Rights which the Company may deem
necessary or desirable, any such supplement or amendment to be evidenced by a
writing signed by the Company and the Rights Agent; provided, however,
that, from and after such time as any Person becomes an Acquiring Person, this
Agreement shall not be amended in any manner which would adversely affect the
interests of the holders of Rights. 
Without limiting the foregoing, the Company may at any time prior to
such time as any Person becomes an Acquiring Person amend this Agreement (A) to
make the provisions of this Agreement inapplicable to a particular transaction
by which a Person would otherwise become an Acquiring Person or to otherwise
alter the terms and conditions of this Agreement as they may apply with respect
to any such transaction, and; (B) to lower the thresholds set forth in Section 1(a) and
3(a) hereof to not less than (i) 10% or more of the Class A
Common Shares then outstanding, (ii) 10% or more of the Class B
Common Shares then outstanding, or (iii) any combination of Class A
Common Shares and Class B Common Shares representing 10% or more of the
Common Shares then outstanding (the “Reduced Threshold”); provided,
however, that no Person who beneficially owns a number of Class A
Common Shares, Class B Common Shares or a combination of Class A and Class B
Common Shares equal to or greater than the Reduced Threshold shall become an
Acquiring Person because of such Amendment unless such Person shall, after the
public announcement of the Reduced Threshold, increase its beneficial ownership
of the then outstanding Class A Common Shares, Class B Common Shares
or combination of Class A and Class B Common Shares (other than as a
result of an acquisition of Common Shares by the Company) to an amount equal to
or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the
lowest beneficial ownership of such Person as a percentage of the outstanding Class A
Common Shares as of any date on or after the date of the public announcement of
such Reduced Threshold, plus .001%, (ii) the lowest beneficial ownership
of such Person as a percentage of the outstanding Class B Common Shares as
of any date on or after the date of the public announcement of such Reduced
Threshold, plus .001% or (iii) the lowest beneficial ownership of such
Person as a percentage of a combination of the outstanding Class A and Class B
Common Shares as of any date on or after the date of the public announcement of
such Reduced Threshold, plus .001%.  Upon
delivery of a certificate from an appropriate officer of the Company and, if
requested by the Rights Agent, an opinion of counsel, that states that the
proposed supplement or amendment is in compliance with the terms of this Section 27,
the Rights Agent shall execute such supplement or amendment.  Notwithstanding anything contained in this
Agreement to the contrary, the Rights Agent may, but shall not be obligated to,
enter into any supplement or amendment that affects the Rights Agent’s own
rights, duties, obligations or immunities under this Agreement.  Prior to the Distribution Date, the interests
of the holders of the Rights shall be deemed coincident with the interests of
the holders of Common Stock.


 


26





















 


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


 


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


 


Section 30.             Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.


 


Section 31.             Governing Law.  This Agreement and each Right Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of
Delaware and for all purposes shall be governed by and construed in accordance
with the laws of such state applicable to contracts to be made and performed
entirely within such state.


 


Section 32.             Counterparts.  This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.


 


Section 33.             Descriptive
Headings.  Descriptive headings of
the several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.


 


27





















 


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


 


	
  Attest:

  	
   

  	
  TRONOX
  INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Irla Brady

  	
   

  	
  By:

  	
  /s/ Roger G.
  Addison

  	
   

  
	
  Name:

  	
  Irla Brady

  	
  Name: Roger G.
  Addison

  	
   

  
	
  Title:

  	
  Executive
  Assistant

  	
  Title: Vice
  President and General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
  UMB BANK, N.A.,
  AS RIGHTS AGENT

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/Brent W. Keep

  	
   

  	
  By:

  	
  /s/ Mark B.
  Flannagan

  	
   

  
	
  Name:

  	
  Brent W. Keep

  	
  Name: Mark B.
  Flannagan

  	
   

  
	
  Title:

  	
  Assistant
  Secretary

  	
  Title: Vice
  President

  	
   

  
									



 


 


[Signature Page to Rights Agreement]


 





















 


Annex A


 


FORM



of



CERTIFICATE OF DESIGNATIONS



of



SERIES A JUNIOR PARTICIPATING PREFERRED STOCK



of



TRONOX INCORPORATED


 


(Pursuant to Section 151 of
the



Delaware General Corporation Law)


 


Tronox Incorporated, a corporation organized and
existing under the General Corporation Law of the State of Delaware
(hereinafter called the “Corporation”), hereby certifies that, as
required by Section 151 of the General Corporation Law, the following
resolution was adopted on November 3, 2005, by the Board of Directors of
the Corporation by unanimous written consent in lieu of a meeting pursuant to Section 141(f) of
the General Corporation Law and Section 7 of Article III of the
Bylaws of the Corporation.


 


RESOLVED, that pursuant to the authority granted to
and vested in the Board of Directors of this Corporation (the “Board”)
in accordance with the provisions of the Certificate of Incorporation, the
Board hereby creates a series of Preferred Stock, par value $0.01 per share, of
the Corporation (the “Preferred Stock”), and hereby states the
designation and number of shares, and fixes the relative rights, preferences,
and limitations thereof as follows:


 


Series A Junior Participating Preferred Stock:


 


Section 1. 
Designation and Amount. 
The shares of such series shall be designated as “Series A Junior
Participating Preferred Stock” (the “Series A Preferred Stock”) and
the number of shares constituting the Series A Preferred Stock shall be 2.0
million shares.  Such number of shares
may be increased or decreased by resolution of the Board; provided, that
no decrease shall reduce the number of shares of Series A Preferred Stock
to a number less than the number of shares then outstanding plus the number of
shares reserved for issuance upon the exercise of outstanding options, rights
or warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Series A 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 (or
any similar stock) ranking prior and superior to the Series A Preferred
Stock with respect to dividends, the holders of shares of Series A
Preferred Stock, in preference to the holders of Class A Common Stock, par
value $0.01 per share, or Class B Common Stock, par value $0.01 per share
(the Class A Common Stock and the Class B Common Stock, together, the
“Common Stock”), of the Corporation, and of any other junior stock,
shall be entitled to receive, when, as and if declared by the Board 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 A Preferred Stock, 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, 100 times the aggregate
per share amount of all cash dividends, and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions,
other than a dividend payable in shares of Common Stock, declared on the Common
Stock since the immediately preceding Dividend Payment Date or, with respect to
the first Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock.  In the event the Corporation shall at any
time 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 to which
holders of shares of Series A Preferred Stock were entitled immediately
prior to such event under clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.


 


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


 


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


 


A-2





















 


date for the determination of holders of shares of Series A
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be not more than 60 days prior to the
date fixed for the payment thereof.


 


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


 


(A)          Subject to
the provision for adjustment hereinafter set forth, each share of Series A
Preferred Stock shall entitle the holder thereof to 100 votes on all matters upon
which the holders of the Common Stock of the Corporation are entitled to vote.  In the event the Corporation shall at any
time declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the number of votes per
share to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such number by
a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.


 


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


 


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


 


Section 4. 
Certain Restrictions.


 


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


 


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


 


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


 


A-3





















 


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


 


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


 


(B)           The
Corporation shall not permit any subsidiary of the Corporation to purchase or
otherwise acquire for consideration any shares of stock of the Corporation
unless the Corporation could, under 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 A Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and cancelled promptly
after the acquisition thereof.  All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock to
be created by resolution or resolutions of the Board, subject to any conditions
and restrictions on issuance set forth herein, in the Certificate of
Incorporation, or in any other Certificate of Designations.


 


Section 6. 
Liquidation, Dissolution or Winding Up.  Upon any liquidation, dissolution or winding
up of the Corporation, no distribution shall be made (A) to the holders of
the Common Stock or of shares of any other stock of the Corporation ranking
junior, upon liquidation, dissolution or winding up, to the Series A Preferred
Stock unless, prior thereto, the holders of shares of Series A Preferred
Stock shall have received $100 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not earned or declared,
to the date of such payment; provided, that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
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 A Preferred
Stock, except distributions made ratably on the Series A Preferred Stock and
all such parity stock in proportion to the total amounts to which the holders
of all such shares are entitled upon such liquidation, dissolution or winding
up.  In the event the Corporation shall
at any time 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


 


A-4





















 


holders of shares of Series A 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.


 


Section 7. 
Consolidation, Merger, Etc. 
In case the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case each share of Series A Preferred Stock
shall at the same time be similarly exchanged for or changed into an amount per
share (subject to the provision for adjustment hereinafter set forth) equal to
100 times the aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
share of Common Stock is changed or exchanged. 
In the event the Corporation shall at any time 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 exchange or change of shares of Series A Preferred Stock shall
be adjusted by multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.


 


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


 


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


 


Section 10. 
Amendment.  The Certificate
of Incorporation of the Corporation shall not be amended in any manner which
would materially alter or change the powers, preferences or special rights of
the Series A Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of at least two-thirds of the outstanding
shares of Series A Preferred Stock, voting together as a single class, in
addition to such other vote as may be required by the Delaware General
Corporation Law.


 


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


 


A-5





















 


IN WITNESS WHEREOF, this Certificate of Designations
is executed on behalf of the Corporation by its Chairman of the Board and
attested by its Secretary this day of        
  , 2005


 


 


Chairman of the Board


Attest:


 


 


Secretary


 


A-6





















 


Annex B


 


Form of Class A Right
Certificate



Certificate No. R-Rights


 


NOT EXERCISABLE AFTER NOVEMBER 7,
2015 OR EARLIER IF REDEMPTION OR

EXCHANGE OCCURS.  THE RIGHTS ARE SUBJECT
TO REDEMPTION AT $.01 PER

RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE AGREEMENT.


 


Right Certificate


 


TRONOX INCORPORATED


 


This certifies that                         ,
or registered assigns, is the registered owner of the number of Class A
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 November 7,
2005 (the “Agreement”), between Tronox Incorporated, a Delaware
corporation (the “Company”), and UMB Bank, N.A., as Rights Agent (the “Rights
Agent”), to purchase from the Company at any time after the Distribution
Date (as such term is defined in the Agreement) and prior to 5:00 P.M.,
New York City time, on November 7, 2015 at the office of the Rights Agent
designated for such purpose, or at the office of its successor as Rights Agent,
one one-hundredth of a fully paid non-assessable share of Series A Junior
Participating Preferred Stock, par value $0.01 per share, of the Company (the “Preferred
Shares”), at a purchase price of $90.00 per one one-hundredth of a
Preferred Share (the “Purchase Price”), upon presentation and surrender
of this Class A Right Certificate with the Form of Election to
Purchase duly executed.  The number of Class A
Rights evidenced by this Class A Right Certificate (and the number of one
one-hundredths of a Preferred Share which may be purchased upon exercise
hereof) set forth above, and the Purchase Price set forth above, are the number
and Purchase Price as of November 7, 2005, based on the Preferred Shares
as constituted at such date.  As provided
in the Agreement, the Purchase Price and the number of one one-hundredths of a
Preferred Share which may be purchased upon the exercise of the Class A
Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events.


 


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


 


This Class A Right Certificate, with or without
other Class A Right Certificates, upon surrender at the office of the
Rights Agent designated for such purpose, may be exchanged for another Class A
Right Certificate or Class A Right Certificates of like tenor and date


 


B-1





















 


evidencing Class A
Rights entitling the holder to purchase a like aggregate number of Preferred
Shares as the Class A Rights evidenced by the Class A Right
Certificate or Class A Right Certificates surrendered shall have entitled
such holder to purchase.  If this Class A
Right Certificate shall be exercised in part, the holder shall be entitled to
receive upon surrender hereof another Class A Right Certificate or Class A
Right Certificates for the number of whole Class A Rights not exercised.


 


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


 


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


 


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


 


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


 


WITNESS the facsimile signature of the proper officers
of the Company and its corporate seal.  Dated
as of November 7, 2005.


 


 


	
  ATTEST:

  	
  TRONOX
  INCORPORATED

  	
   

  
	
   

  	
  Countersigned:

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  
	
   

  	
   

  
	
  ATTEST:

  	
  UMB BANK, N.A.,
  as Rights Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
							



 


B-2





















 


Form of Reverse Side of Right Certificate


 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder if such


 


holder desires to transfer the Right Certificate.)


 


FOR VALUE RECEIVED                             hereby
sells, assigns and transfers unto


 


	
   

  
	
  (Please print name and address of transferee)

  
	
   

  



 


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


 


Dated:


 


Signature


 


Signature Guaranteed:


 


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


 


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


 


Signature


 


B-3





















 


Form of Reverse Side of Class A Right Certificate - continued


 


FORM OF ELECTION TO PURCHASE


 


(To be executed if holder desires to exercise

Class A Rights represented by the Class A Right Certificate.)


 


To:          TRONOX
INCORPORATED


 


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


 


Please insert social
security or other identifying number


 


	
   

  
	
  (Please print name and address)

  
	
   

  



 


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


 


Please insert social
security or other identifying number


 


	
   

  
	
  (Please print name and address)

  
	
   

  



Dated:


 


Signature


 


Signature Guaranteed:


 


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


 


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


 


Signature


 


B-4





















 


NOTICE


 


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


 


In the
event the certification set forth above in the Form of Assignment or the Form of
Election to Purchase, as the case may be, is not completed, the Company and the
Rights Agent will deem the beneficial owner of the Class A Rights
evidenced by this Class A Right Certificate to be an Acquiring Person or
an Affiliate or Associate thereof (as defined in the Agreement) and such
Assignment or Election to Purchase will not be honored.


 


B-5





















 


Annex C


 


Form of Class B Right
Certificate



Certificate No.  R-Rights


 


NOT EXERCISABLE AFTER NOVEMBER 7, 2015 OR EARLIER IF REDEMPTION OR

EXCHANGE OCCURS.  THE RIGHTS ARE SUBJECT
TO REDEMPTION AT $.01

PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE AGREEMENT.


 


Right Certificate


 


TRONOX INCORPORATED


 


This certifies that                      ,
or registered assigns, is the registered owner of the number of Class B
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 November 7,
2005 (the “Agreement”), between Tronox Incorporated, a Delaware
corporation (the “Company”), and UMB Bank, N.A., as Rights Agent(the “Rights
Agent”), to purchase from the Company at any time after the Distribution
Date (as such term is defined in the Agreement) and prior to 5:00 P.M.,
New York City time, on November 7, 2015 at the office of the Rights Agent
designated for such purpose, or at the office of its successor as Rights Agent,
one one-hundredth of a fully paid non-assessable share of Series A Junior
Participating Preferred Stock, par value $0.01 per share, of the Company (the “Preferred
Shares”), at a purchase price of $90.00 per one one-hundredth of a
Preferred Share (the “Purchase Price”), upon presentation and surrender
of this Class B Right Certificate with the Form of Election to
Purchase duly executed.  The number of Class B
Rights evidenced by this Class B Right Certificate (and the number of one
one-hundredths of a Preferred Share which may be purchased upon exercise
hereof) set forth above, and the Purchase Price set forth above, are the number
and Purchase Price as of November 7, 2005, based on the Preferred Shares
as constituted at such date.  As provided
in the Agreement, the Purchase Price and the number of one one-hundredths of a
Preferred Share which may be purchased upon the exercise of the Class B
Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events.


 


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


 


This Class B Right Certificate, with or without
other Class B Right Certificates, upon surrender at the office of the
Rights Agent designated for such purpose, may be exchanged for another Class B
Right Certificate or Class B Right Certificates of like tenor and date
evidencing Class B Rights entitling the holder to purchase a like aggregate
number of Preferred Shares as the Class B Rights evidenced by the Class B
Right Certificate or Class B Right


 


C-1





















 


Certificates surrendered
shall have entitled such holder to purchase. 
If this Class B Right Certificate shall be exercised in part, the
holder shall be entitled to receive upon surrender hereof another Class B
Right Certificate or Class B Right Certificates for the number of whole Class B
Rights not exercised.


 


Subject to the provisions of the Agreement, the Class B
Rights evidenced by this Class B Right Certificate (i) may be
redeemed by the Company at a redemption price of $.01 per Class B Right or
(ii) may be exchanged in whole or in part for Preferred Shares or shares
of the Company’s Class B Common Stock, par value $0.01 per share.


 


No fractional Preferred Shares will be issued upon the
exercise of any Class B Right or Class B Rights evidenced hereby
(other than fractions which are integral multiples of one one-hundredth of a
Preferred Share, which may, at the election of the Company, be evidenced by
depositary receipts), but, in lieu thereof, a cash payment will be made, as
provided in the Agreement.  No holder of
this Class B Right Certificate shall be entitled to vote or receive dividends
or be deemed for any purpose the holder of the Preferred Shares or of any other
securities of the Company which may at any time be issuable on the exercise
hereof, nor shall anything contained in the Agreement or herein be construed to
confer upon the holder hereof, as such, any of the rights of a stockholder of
the Company or any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings or other
actions affecting stockholders (except as provided in the Agreement), or to
receive dividends or subscription rights, or otherwise, until the Class B
Right or Rights evidenced by this Class B Right Certificate shall have
been exercised as provided in the Agreement.


 


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


 


WITNESS the facsimile signature of the proper officers
of the Company and its corporate seal. 
Dated as of November 7, 2005.


 


 


	
  ATTEST:

  	
  TRONOX
  INCORPORATED

  	
   

  
	
   

  	
  Countersigned:

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  
	
   

  	
   

  
	
  ATTEST:

  	
  UMB BANK, N.A.,
  as Rights Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
							



 


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Form of Reverse Side of Right Certificate


 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder if such

holder desires to transfer the Right Certificate.)


 


FOR VALUE RECEIVED                                 hereby
sells, assigns and transfers unto


 


	
   

  
	
  (Please print name and address of transferee)

  



 


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


 


Dated:


 


Signature


 


Signature Guaranteed:


 


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


 


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


 


Signature


 


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Form of Reverse Side of Right of Class B Right Certificate -
continued


 


FORM OF ELECTION TO PURCHASE


 


(To be executed if holder desires to exercise

Class B Rights represented by the Class B Right Certificate.)


 


To:          TRONOX
INCORPORATED


 


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


 


Please insert social
security or other identifying number


 


	
   

  
	
  (Please print name and address)

  
	
   

  



 


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


 


Please insert social
security or other identifying number


 


	
   

  
	
  (Please print name and address)

  
	
   

  



Dated:


 


Signature


 


Signature Guaranteed:


 


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


 


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


 


Signature


 


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NOTICE


 


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


 


In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, the Company and the Rights Agent will deem the beneficial owner of
the Class B Rights evidenced by this Class B Right Certificate to be
an Acquiring Person or an Affiliate or Associate thereof (as defined in the
Agreement) and such Assignment or Election to Purchase will not be honored.


 


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