GEHL COMPANY 



and 



AMERICAN STOCK
TRANSFER & TRUST COMPANY 



Rights Agent 



     _________________ 



RIGHTS AGREEMENT 



Dated as of May 25,
2007 











TABLE OF CONTENTS 



			
	Section 1.	Certain Definitions	1 
	
Section 2.	Appointment of Rights Agent	3 
	
Section 3.	Issue of Right Certificates	3 
	
Section 4.	Form of Right Certificates	5 
	
Section 5.	Countersignature and Registration	5 
	
Section 6.	Transfer, Split Up, Combination and Exchange of Right Certificates;	 
	 	    Mutilated, Destroyed, Lost or Stolen Right Certificates	5 
	
Section 7.	Exercise of Rights; Purchase Price; Expiration Date of Rights	6 
	
Section 8.	Cancellation and Destruction of Right Certificates	7 
	
Section 9.	Reservation and Availability of Preferred Shares	7 
	
Section 10.	Preferred Shares Record Date	8 
	
Section 11.	Adjustment of Purchase Price, Number of Shares or Number of Rights	8 
	
Section 12.	Certificate of Adjusted Purchase Price or Number of Shares	14 
	
Section 13.	Consolidation, Merger, Share Exchange or Sale or	 
	 	    Transfer of Assets or Earning Power	14 
	
Section 14.	Fractional Rights and Fractional Shares	16 
	
Section 15.	Rights of Action	17 
	
Section 16.	Agreement of Right Holders	17 
	
Section 17.	Right Certificate Holder Not Deemed a Shareholder	18 
	
Section 18.	Concerning the Rights Agent	18 
	
Section 19.	Merger or Consolidation or Change of Name of Rights Agent	19 
	
Section 20.	Duties of Rights Agent	19 
	
Section 21.	Change of Rights Agent	20 
	
Section 22.	Issuance of New Right Certificates	21 
	
Section 23.	Redemption	21 







i 








	 	 	 
	
Section 24.	Exchange	22 
	
Section 25.	Notice of Certain Events	23 
	
Section 26.	Notices	24 
	
Section 27.	Supplements and Amendments	24 
	
Section 28.	Determinations and Actions by the Board of Directors	24 
	
Section 29.	Successors	25 
	
Section 30.	Benefits of this Agreement	25 
	
Section 31.	Severability	25 
	
Section 32.	Governing Law	25 
	
Section 33.	Counterparts	25 
	
Section 34.	Descriptive Headings	25 







	 	  	Exhibit A
– Terms of Series A Preferred Stock  






	 	  	Exhibit B
– Form of Right Certificate  






	 	  	Exhibit C
– Summary of Rights to Purchase Preferred Shares  









ii 









RIGHTS AGREEMENT 



        THIS
AGREEMENT, dated as of May 25, 2007, between GEHL COMPANY, a Wisconsin
corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY
 (the “Rights Agent”). 



        WHEREAS,
the Board of Directors of the Company authorized the Rights Agreement, dated as of May
28, 1997 (the “1997 Rights Agreement”), between the Company and American Stock
Transfer & Trust Company (as successor to Firstar Trust Company); declared a dividend
of one preferred share purchase right (a “1997 Right”) for each Common Share (as
hereinafter defined) of the Company outstanding on June 16, 1997 (the “1997
Record Date”); and authorized the issuance of one 1997 Right for each Common Share
issued between the 1997 Record Date on the earliest of the Distribution Date, the
Redemption Date at the Final Expiration Date (as such terms are defined in the 1997 Rights
Agreement), each 1997 Right representing the right to purchase one one–hundredth of a
Preferred Share (as defined in the 1997 Rights Agreement), upon the terms and subject to
the conditions set forth in the 1997 Rights Agreement, all such 1997 Rights and the 1997
Rights Agreement expiring in accordance with their terms on May 28, 2007; 



        WHEREAS,
the Board of Directors of the Company have determined it is desirable and in the best
interests of the Company and its shareholders for the Company to extend the benefits
afforded by the 1997 Rights Agreement and to implement such extension by execution of this
Agreement; and 



        WHEREAS,
the Board of Directors of the Company has authorized and declared a dividend of one
preferred share purchase right (a “Right”) for each Common Share of the Company
outstanding upon the close of business on June 8, 2007 (the “Record Date”)
payable upon the close of business on such date (the “Payment Date”), and has
authorized and directed the issuance of one Right with respect to each Common Share that
shall become outstanding between the Record Date and the earliest of the Distribution
Date, the Redemption Date and the Final Expiration Date (as such terms are hereinafter
defined), each Right representing the right to purchase one one-hundredth of a Preferred
Share (as hereinafter defined) of the Company upon the terms and subject to the conditions
hereinafter set forth. 



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



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





         (a)       
          “Acquiring Person” shall mean any Person (as such term is hereinafter
          defined) who or which, together with all Affiliates and Associates (as such
          terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as
          such term is hereinafter defined) of 15% or more of the Common Shares of the
          Company then outstanding, but shall not include the Company, any Subsidiary (as
          such term is hereinafter defined) of the Company, any employee benefit plan of
          the Company or any Subsidiary of the Company, any entity holding Common Shares
          for or pursuant to the terms of any such plan, or any trustee, administrator or
          fiduciary of such a plan. Notwithstanding the foregoing, no Person shall become
          an “Acquiring Person” as a result of an acquisition of Common Shares
          by the Company which, by reducing the number of shares outstanding, increases
          the proportionate number of shares beneficially owned by such Person to 15% or
          more of the Common Shares of the Company then outstanding; provided,
          however, that if a Person would, but for the foregoing, become an Acquiring
          Person 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 of the Company at any time that the Person is or thereby becomes the
          Beneficial Owner of 15% or more of the Common Shares of the Company then
          outstanding (other than Common Shares acquired solely as a result of corporate
          action of the Company not caused, directly or indirectly, by such Person), 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 Section
          1(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 Section 1(a), then such Person shall not be deemed to be an
          “Acquiring Person” for any purposes of this Agreement. 










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



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



          		    (i)       
               which such Person or any of such Person’s Affiliates or Associates
               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 of the Exchange Act and (2) is not also then reportable on
               Schedule 13D under the Exchange Act (or any comparable or successor
               report); or 



               



          		    (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
               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, or with respect to,
               acquiring, holding, voting (except to the extent contemplated by the proviso to
               Section 1(c)(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. 








2 










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



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



         (f)       
          “Common Shares” when used with reference to the Company shall mean the
          shares of common stock, par value $.10 per share, of the Company, or shares
          having equivalent rights, privileges and preferences to common stock.
          “Common Shares” when used with reference to any Person other than the
          Company shall mean the capital stock (or equivalent equity interest) with the
          greatest voting power of such other Person or, if such other Person is a
          Subsidiary of another Person, the Person or Persons that ultimately control such
          first-mentioned Person. 



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



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



         (i)       
          “Person” shall mean any individual, firm, corporation or other entity,
          and shall include any successor (by merger or otherwise) of such entity. 



         (j)       
          “Preferred Shares” shall mean shares of Series A Preferred Stock, par
          value $.10 per share, of the Company having the preferences and rights set forth
          in Exhibit A attached to this Agreement. 



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



         (l)       
          “Shares Acquisition Date” shall mean the first date of public
          announcement (which, for purposes of this definition, shall include, without
          limitation, a report filed or amended pursuant to Section 13(d) under the
          Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has
          become such. 



         (m)       
          “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. 



        
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 of the Company) in accordance with the terms and conditions hereof, and the Rights
Agent hereby accepts such appointment. The Company may from time to time appoint such
co-Rights Agents as it may deem necessary or desirable.  








3 










        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
          Company’s Board of Directors prior to such time as any Person becomes an
          Acquiring Person) after the date of the commencement of, or of the first public
          announcement of the intention of any Person to commence, a tender or exchange
          offer the consummation of which would result in 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, any entity holding Common Shares for or
          pursuant to the terms of any such plan, or any trustee, administrator, or
          fiduciary of such a plan) becoming the Beneficial Owner of Common Shares of the
          Company aggregating 15% or more of the then outstanding Common Shares (including
          in either case any such date which is after the date of this Agreement and prior
          to the Payment Date; the earlier of such dates being herein referred to as the
          “Distribution Date”; provided, however, that if the tenth day
          or Business Day, as the case may be, after the pertinent date occurs before the
          Record Date, “Distribution Date” shall mean the Record 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 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 of the Company as of the close of
          business on the Distribution Date, at the address of such holder shown on the
          records of the Company, a Right Certificate, in substantially the form of
          Exhibit B hereto (a “Right Certificate”), evidencing one Right for
          each Common Share of the Company so held. As of the Distribution Date, the
          Rights will be evidenced solely by such Right Certificates. 



         (b)       
          The Company has prepared a Summary of Rights to Purchase Preferred Shares,
          attached as Exhibit C hereto (the “Summary of Rights”), a copy of
          which is available free of charge from the Company. With respect to certificates
          for Common Shares of the Company outstanding as of the Record Date, until the
          Distribution Date, the Rights will be evidenced by such certificates registered
          in the names of the holders thereof. Until the Distribution Date (or the earlier
          of the Redemption Date or Final Expiration Date), the surrender for transfer of
          any certificate for Common Shares of the Company outstanding on the Record Date,
          with or without a copy of the Summary of Rights attached thereto, shall also
          constitute the transfer of the Rights associated with the Common Shares
          represented thereby. 



         (c)       
          Certificates for Common Shares of the Company that become outstanding
          (including, without limitation, certificates for reacquired Common Shares
          referred to in the last sentence of this Section 3(c) and certificates issued on
          the transfer of Common Shares) 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 a legend
          in substantially the following form (provided, however, that certificates for
          Common Shares of the Company in existence on the Record Date may bear the legend
          required by the 1997 Rights Agreement): 



	 	        This
certificate also evidences and entitles the holder hereof to certain rights as set forth
in a Rights Agreement between Gehl Company and American Stock Transfer & Trust
Company, dated as of May 25, 2007 and as such agreement may be amended (the “Rights
Agreement”), the terms of which are hereby incorporated herein by reference and a
copy of which is on file at the principal executive offices of Gehl Company. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by
separate certificates and will no longer be evidenced by this certificate. Gehl Company
will mail to the holder of this certificate a copy of the Rights Agreement without charge
after receipt of a written request therefor. Under certain circumstances set forth in the
Rights Agreement, Rights issued to, or held by, an Acquiring Person or any Affiliate or
Associate thereof (as such terms are defined in the Rights Agreement), whether held by
such person or any subsequent holder, shall become null and void. 











4 










With respect to such certificates
containing the foregoing legend, until the Distribution Date, the Rights associated with
the Common Shares 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 represented thereby. In the event
that the Company purchases or acquires any Common Shares 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 which are no longer outstanding. 



        
Section 4.   Form of Right Certificates. The Right Certificates
(and the forms of election to purchase Preferred Shares and of assignment to be printed on
the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such
marks of identification or designation and such legends, summaries or endorsements printed
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any applicable law or
with any rule or regulation made pursuant thereto or with any rule or regulation of any
stock exchange on which the Rights may from time to time be listed, or to conform to
usage. Subject to the provisions of Section 22 hereof, the Right Certificates shall
entitle the holders thereof to purchase such number of one one-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 amount and type of
securities purchasable upon exercise of each Right and the Purchase Price shall be subject
to adjustment as provided herein.  



        Section
5.    Countersignature and Registration.  





         (a)       
          The Right Certificates shall be executed on behalf of the Company by its
          Chairman of the Board, Chief Executive Officer, President or any Vice President
          either manually or by facsimile signature, shall have affixed thereto the
          Company’s seal or a facsimile thereof, and shall be attested by the
          Treasurer, an Assistant Treasurer, 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 person who, at the actual date of the
          execution of such Right Certificate, shall be a proper officer of the Company to
          sign such Right Certificate, although at the date of the execution of this
          Rights Agreement any such individual was not such an officer. 



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



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





         (a)       
          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 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 principal office of the
          Rights Agent. Thereupon the Rights Agent shall countersign and deliver to the
          person entitled thereto a Right Certificate or Right Certificates, as the case
          may be, as so requested. The Company may require payment of a sum sufficient to
          cover any tax or governmental charge that may be imposed in connection with any
          transfer, split up, combination or exchange of Right Certificates. 







5 










         (b)       
          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 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 principal office of the Rights Agent, 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 May 25, 2017, subject to extension (the “Final Expiration
          Date”), (ii) the time at which the Rights are redeemed as provided in
          Section 23 hereof (the “Redemption Date”), and (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 pursuant to
          the exercise of a Right shall initially be $130.00, shall be subject to
          adjustment from time to time as provided in Sections 11 and 13 hereof and
          shall be payable in lawful money of the United States of America or in Common
          Shares of the Company in accordance with Section 7(c) hereof. 



         (c)       
          Upon receipt of a Right Certificate representing exercisable Rights, with the
          form of election to purchase duly executed, accompanied by payment of the
          Purchase Price for the shares to be purchased and an amount equal to any
          applicable transfer tax required to be paid by the holder of such Right
          Certificate in accordance with Section 9 hereof, as set forth below, 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 its 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 with the depositary agent), (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) 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, deliver such cash to or upon the order of the registered holder
          of such Right Certificate. The payment of the Purchase Price (as such amount may
          be reduced pursuant to Section 11(a)(iii) hereof) shall be made by
          certified check, cashier’s check, bank draft or money order payable to the
          order of the Company, except that, if so provided by the Board of Directors of
          the Company, the payment of the Purchase Price following the occurrence of a
          Section 11(a)(ii) Event (as hereinafter defined) and until the first
          occurrence of a Section 13 Event (as hereinafter defined) may be made
          wholly or in part by delivery of a certificate or certificates (with appropriate
          stock powers executed in blank attached thereto) evidencing a number of Common
          Shares of the Company equal to the then Purchase Price divided by the closing
          price (as determined pursuant to Section 11(d) hereof) per Common Share on
          the Trading Day (as such term is hereinafter defined) immediately preceding the
          date of such exercise. If the Company is obligated to issue other securities of
          the Company, pay cash and/or distribute other property pursuant to
          Section 11(a) hereof, the Company will make all arrangements necessary so
          that such other securities, cash and/or other property are available for
          distribution by the Rights Agent, if and when appropriate. 







6










         (d)       
          In case the registered holder of any Right Certificate shall exercise less than
          all the Rights evidenced thereby, a new Right Certificate evidencing Rights
          equivalent to the Rights remaining unexercised shall be issued by the Rights
          Agent to the registered holder of such Right Certificate or to his 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 take any action with respect to a
          registered holder of a Right Certificate upon the occurrence of any purported
          transfer, assignment or exercise as set forth in this Section 7 unless such
          registered holder shall have (i) completed and signed the certificate following
          the form of assignment or election to purchase set forth on the reverse of the
          Right Certificate surrendered for such transfer, assignment or 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
          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 Rights
Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement,
and the Rights Agent shall so cancel and retire, any other Right Certificate purchased or
acquired by the Company otherwise than upon the exercise thereof. The Rights Agent shall
deliver all cancelled Right Certificates to the Company or shall, at the written request
of the Company, destroy such cancelled Right Certificates, and in such case shall deliver
a certificate of destruction thereof to the Company. 



        Section
9.    Reservation and Availability of Preferred Shares.  





         (a)       
          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 authorized
          and issued 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. 



         (b)       
          So long as the Preferred Shares issuable upon the exercise of Rights may be
          listed on any national securities exchange, the Company shall use its best
          efforts to cause, from and after such time as the Rights become exercisable, all
          Preferred Shares reserved for such issuance to be listed on such exchange upon
          official notice of issuance upon such exercise. 







7









         (c)       
          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 shares (subject to
          payment of the Purchase Price), be duly and validly authorized and issued and
          fully paid and nonassessable shares (except as otherwise provided by any
          corporation law applicable to the Company). 



         (d)       
          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 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 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. 



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



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



               







8 










          		
    (ii)       
               Subject to Section 24 hereof, in the event any Person shall become an
               Acquiring Person, other than pursuant to any transaction set forth in
               Section 13(a) hereof, each holder of a Right 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 of Preferred Shares, such number of Common Shares of the
               Company as shall equal the result obtained by (x) 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 (y) 50% of the
               then current per share market price of the Common Shares of the Company
               (determined pursuant to Section 11(d) hereof) on the date the Person became
               an Acquiring Person (such number of shares, the “Adjustment Shares”). 



               



	 	        From
and after such time as a Person becomes an Acquiring Person (a
“Section 11(a)(ii) Event”), any Rights that are or were acquired or
beneficially owned by such Acquiring Person (or any Associate or Affiliate of such
Acquiring Person) shall be void and any holder of such Rights shall thereafter have no
right to exercise such Rights under any provision of this Agreement. No Right Certificate
shall be issued pursuant to Section 3 hereof that represents Rights beneficially
owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence
or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time
upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant
to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such
Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the
Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to
the preceding sentence shall be cancelled. The Company shall use all reasonable efforts to
ensure that the provisions of this paragraph are complied with, but shall have no
liability to any holder of Right Certificates or other Person as a result of its failure
to make any determinations with respect to an Acquiring Person or its Affiliates,
Associates or transferees hereunder. 







          		    (iii)       
               In the event that there shall not be sufficient Common Shares of the Company
               issued but not outstanding or authorized but unissued (and not reserved for
               issuance for purposes other than upon exercise of the Rights) to permit the
               exercise in full of the Rights in accordance with the foregoing subparagraph
               (ii), the Company shall: (A) determine the excess of (1) the value of the
               Adjustment Shares issuable upon the exercise of a Right (the “Current
               Value”) over (2) the Purchase Price (such excess, the “Spread”),
               and (B) with respect to each Right, make adequate provision to substitute for
               the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash,
               (2) a reduction in the Purchase Price, (3) equity securities of the Company
               (including, without limitation, one one-hundredth of a Preferred Share or
               shares, or units of shares, of preferred stock which the Board of Directors of
               the Company has deemed to have the same value as Common Shares of the Company
               (such one one-hundredth of a Preferred Share or shares of preferred stock,
               hereinafter referred to as “common stock equivalents”)), (4) debt
               securities of the Company, (5) other assets or (6) any combination of the
               foregoing, having an aggregate value equal to the Current Value, where such
               aggregate value has been determined by the Board of Directors of the Company
               based upon the advice of a nationally recognized investment banking firm
               selected by the Board of Directors of the Company; provided, however, if
               the Company shall not have made adequate provision to substitute for the
               Adjustment Shares pursuant to clause (B) above within thirty (30) days following
               the occurrence of a Section 11(a)(ii) Event (the
               “Section 11(a)(ii) Trigger Date”), then the Company shall be
               obligated to deliver, upon the surrender for exercise of a Right and without
               requiring payment of any portion of the Purchase Price, Common Shares of the
               Company (to the extent available) and then, if necessary, cash, which shares
               and/or cash have an aggregate value equal to the Spread. If the Board of
               Directors of the Company shall determine in good faith that it is likely that
               sufficient additional Common Shares of the Company might be authorized for
               issuance for exercise in full of the Rights, the thirty (30) day period set
               forth above may be extended to the extent necessary, but not more than ninety
               (90) days after the Section 11(a)(ii) Trigger Date, in order that the
               Company may seek shareholder approval for the authorization of such additional
               shares (such period, as it may be extended, the “Substitution
               Period”). To the extent that the Company determines that some action need
               be taken pursuant to the first and/or second sentences of this
               Section 11(a)(iii), the Company (x) shall provide, subject to the last
               paragraph of Section 11(a)(ii) hereof, that such action shall apply
               uniformly to all outstanding Rights, and (y) may suspend the exercisability of
               the Rights until the expiration of the Substitution Period to seek any
               authorization of additional shares and/or to decide the appropriate form of
               distribution to be made pursuant to such first sentence and to determine the
               value thereof. In the event of any such suspension, the Company shall issue a
               public announcement stating that the exercisability of the Rights has been
               temporarily suspended, as well as a public announcement at such time as the
               suspension is no longer in effect. For purposes of this Section 11(a)(iii),
               the value of the Common Shares of the Company shall be the current per share
               market price (as determined pursuant to Section 11(d) hereof) of the Common
               Shares of the Company on the Section 11(a)(ii) Trigger Date and the value
               of any “common stock equivalent” shall be deemed to have the same
               value as the Common Shares of the Company on such date. 



               







9










         (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 having the same rights, privileges and
          preferences as the Preferred Shares (“equivalent preferred shares”))
          or securities convertible into 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) hereof) on such record date, the Purchase Price to be in
          effect after such record date shall be determined by multiplying the Purchase
          Price in effect immediately prior to such record date by a fraction, the
          numerator of which shall be the number of 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. 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. 







10 









         (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 (as defined in
          Section 11(d) hereof) on such record date, less the fair market value (as
          determined in good faith by the Board of Directors of the Company, whose
          determination shall be described in a statement filed with the Rights Agent) 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 current per share market price of the
          Preferred Shares; provided, however, that in no event shall the
          consideration to be paid upon the exercise of one Right be less than the
          aggregate par value of the shares of capital stock of the Company to be issued
          upon exercise of one Right. Such adjustments shall be made successively whenever
          such a record date is fixed; and in the event that such distribution is not so
          made, the Purchase Price shall again be adjusted to be the Purchase Price which
          would then be in effect if such record date had not been fixed. 



         (d)       
          (i) For the purpose of any computation hereunder, the “current per share
          market price” of any security (a “Security” for the purpose of
          this Section 11(d)(i)) on any date shall be deemed to be the average of the
          daily closing prices per share of such Security for the 30 consecutive Trading
          Days (as such term is hereinafter defined) immediately prior to such date;
          provided, however, that in the event that the current per share market
          price of the Security is determined during a period following the announcement
          by the issuer of such Security of (i) a dividend or distribution on such
          Security payable in shares of such Security or securities convertible into such
          shares, or (ii) 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 Trading
          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 Securities 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 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 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 National Association of Securities Dealers, Inc. Automated Quotations System
          (“Nasdaq”) or such other system then in use, or, if on any such date
          the Security is not quoted by any such organization, the average of the closing
          bid and asked prices as furnished by a professional market maker making a market
          in the Security selected by the Board of Directors of the Company. The term
          “Trading Day” shall mean a day on which the principal national
          securities exchange on which the Security is listed or admitted to trading is
          open for the transaction of business or, if the Security is not listed or
          admitted to trading on any national securities exchange, a Business Day. 



         (ii)       
          For the purpose of any computation hereunder, the “current per share market
          price” of the Preferred Shares shall be determined in accordance with the
          method set forth in Section 11(d)(i) hereof. If the Preferred Shares are
          not publicly traded, the “current per share market price” of the
          Preferred Shares shall be conclusively deemed to be the current per share market
          price of the Common Shares of the Company as determined pursuant to
          Section 11(d)(i) hereof (appropriately adjusted to reflect any stock split,
          stock dividend or similar transaction occurring after the Record Date),
          multiplied by 100. If neither the Common Shares of the Company 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. 







11 









         (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-hundredth of a share 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 Preferred Shares 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 Section 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
          Preferred Shares (calculated to the nearest one-hundredth of a Preferred Share)
          obtained by (i) multiplying (x) the number of one one-hundredths of a Preferred
          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 (ii) dividing the product so obtained by the Purchase Price in effect
          immediately after such adjustment of the Purchase Price. 



         (i)       
          The Company may elect on or after the date of any adjustment of the Purchase
          Price 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
          one-hundredth) 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 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. 







12 









         (j)       
          Irrespective of any adjustment or change in the Purchase Price or 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 the 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 (except as otherwise
          provided by any corporation law applicable to the Company) 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 one
          one-hundredths of a Preferred Share and other capital stock or securities of the
          Company, if any, issuable upon such exercise over and above the number of one
          one-hundredths of a Preferred Share 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 its Common Shares shall not be taxable to such shareholders. 



         (n)       
          The Company covenants and agrees that it shall not, at any time after the
          earlier of the Distribution Date or the Shares Acquisition Date, (i) consolidate
          with any other Person (other than a Subsidiary of the Company in a transaction
          which complies with Section 11(o) hereof), (ii) merge with or into any
          other Person (other than a Subsidiary of the Company in a transaction which
          complies with Section 11(o) hereof), (iii) sell or transfer (or permit any
          Subsidiary to sell or transfer), in one transaction, or a series of related
          transactions, assets or earning power aggregating more than 50% of the assets or
          earning power of the Company and its Subsidiaries (taken as a whole) to any
          other Person or Persons (other than the Company and/or any of its Subsidiaries
          in one or more transactions each of which complies with Section 11(o)
          hereof) or (iv) consummate a share exchange with any other Person, if at the
          time of or immediately after such consolidation, merger, sale or share exchange
          (A) there are any rights, warrants or other instruments or securities
          outstanding or agreements in effect which would substantially diminish or
          otherwise eliminate the benefits intended to be afforded by the Rights, (B)
          prior to, simultaneously with or immediately after such consolidation, merger,
          sale or share exchange the shareholders of the Person who constitute, or would
          constitute, the “Principal Party” for purposes of Section 13(a)
          hereof shall have received a distribution of Rights previously owned by such
          Person or any of its Affiliates and Associates or (C) the form or nature of
          organization of the Principal Party would preclude or limit the exercisability
          of the Rights. 







13 









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



         (p)       
          Anything in this Agreement to the contrary notwithstanding, in the event that
          the Company shall at any time after the date hereof and prior to the
          Distribution Date (i) declare a dividend on the outstanding Common Shares
          payable in Common Shares, (ii) subdivide the outstanding Common Shares, or (iii)
          combine the outstanding Common Shares into a smaller number of shares, the
          number of Rights associated with each Common Share then outstanding, or issued
          or delivered thereafter but prior to the Distribution Date, shall be
          proportionately adjusted so that the number of Rights thereafter associated with
          each Common Share following any such event shall equal the result obtained by
          multiplying the number of Rights associated with each Common Share immediately
          prior to such event by a fraction the numerator which shall be the total number
          of Common Shares outstanding immediately prior to the occurrence of the event
          and the denominator of which shall be the total number of Common Shares
          outstanding immediately following the occurrence of such event. 



        
Section 12.    Certificate of Adjusted Purchase Price or Number of
Shares. Whenever an adjustment is made as provided in Sections 11 and
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, (b) file
with the Rights Agent and with each transfer agent for the Common Shares of the Company a
copy of such certificate and (c) mail a brief summary thereof to each holder of a Right
Certificate in accordance with Section 25 hereof. 








14 









        Section
13.    Consolidation, Merger, Share Exchange or Sale or Transfer of Assets or Earning
Power.  



         (a)       
          In the event that, following the Shares Acquisition Date, directly or
          indirectly, (x) the Company shall consolidate with, or merge with and into, any
          other Person (other than a Subsidiary of the Company in a transaction which
          complies with Section 11(o) hereof), and the Company shall not be the
          continuing or surviving corporation of such consolidation or merger, (y) any
          Person (other than a Subsidiary of the Company in a transaction which complies
          with Section 11(o) hereof) shall consolidate with, or merge with or into,
          the Company, and the Company shall be the continuing or surviving corporation of
          such consolidation or merger, or any Person or Persons (other than a Subsidiary
          of the Company in a transaction that complies with Section 11(o) hereof)
          shall consummate a share exchange with the Company, and, in connection with such
          consolidation, merger or share exchange, all or part of the outstanding Common
          Shares of the Company 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 (z) the Company shall sell or otherwise transfer (or one or more of its
          Subsidiaries shall sell or otherwise transfer), in one transaction or a series
          of related transactions, assets or earning power aggregating more than 50% of
          the assets or earning power of the Company and its Subsidiaries (taken as a
          whole) to any Person or Persons (other than the Company or any Subsidiary of the
          Company in one or more transactions each of which complies with
          Section 11(o) hereof), 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 (or,
          if a Section 11(a)(ii) Event has occurred prior to the first occurrence of
          any of the events described in clauses (x), (y) or (z) above (a
          “Section 13 Event”), the Purchase Price in effect immediately
          prior to the first occurrence of a Section 11(a)(ii) Event multiplied by
          the number of one one-hundredths of a Preferred Share for which a Right was
          exercisable immediately prior to such first occurrence), in accordance with the
          terms of this Agreement, such number of validly authorized and issued, fully
          paid, nonassessable (except as otherwise required by any corporation law
          applicable to the Principal Party (as such term is hereinafter defined)) and
          freely tradeable Common Shares of the Principal Party, not subject to any liens,
          encumbrances, rights of first refusal or other adverse claims, as shall be equal
          to the result obtained by (1) multiplying the then current Purchase Price by the
          number of one one-hundredths of a Preferred Share for which a Right is
          exercisable immediately prior to the first occurrence of a Section 13 Event
          (or, if a Section 11(a)(ii) Event has occurred prior to the first
          occurrence of a Section 13 Event, multiplying the number of such shares for
          which a Right was exercisable immediately prior to the first occurrence of a
          Section 11(a)(ii) Event by the Purchase Price in effect immediately prior
          to such first occurrence), and dividing that product (which, following the first
          occurrence of a Section 13 Event, shall be referred to as the
          “Purchase Price” for each Right and for all purposes of this
          Agreement) by (2) 50% of the current market price (determined pursuant to
          Section 11(d) hereof) per Common Share of such Principal Party on the date
          of consummation of such Section 13 Event; (ii) such Principal Party shall
          thereafter be liable for, and shall assume, by virtue of such Section 13
          Event, all the obligations and duties of the Company pursuant to this Agreement;
          (iii) the term “Company” shall thereafter be deemed to refer to such
          Principal Party, it being specifically intended that the provisions of
          Section 11 hereof shall apply only to such Principal Party following the
          first occurrence of a Section 13 Event; (iv) such Principal Party shall
          take such steps (including, but not limited to, the reservation of a sufficient
          number of its Common Shares) in connection with the consummation of any such
          transaction as may be necessary to assure that the provisions hereof shall
          thereafter be applicable, as nearly as reasonably may be, in relation to its
          Common Shares thereafter deliverable upon the exercise of the Rights; and (v)
          the provisions of Section 11(a)(ii) hereof shall be of no effect following
          the first occurrence of any Section 13 Event. 



      (b)
“Principal Party” shall mean



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



               



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



               







15 









provided, however, that in any
such case, (1) if the Common Shares of such Person are not at such time and have not been
continuously over the preceding twelve (12) month-period registered under Section 12
of the Exchange Act, and such Person is a direct or indirect Subsidiary of another Person
the Common Shares of which are and have been so registered, “Principal Party”
shall refer to such other Person; and (2) in case such Person is a Subsidiary, directly or
indirectly, of more than one Person, the Common Shares of two or more of which are and
have been so registered, “Principal Party” shall refer to whichever of such
Persons is the issuer of the Common Shares having the greatest aggregate market value. 



         (c)       
          The Company shall not consummate any such consolidation, merger, share exchange,
          sale or transfer unless the Principal Party shall have a sufficient number of
          authorized Common Shares which have not been issued or reserved for issuance to
          permit the exercise in full of the Rights in accordance with this
          Section 13 and unless prior thereto the Company and such Principal Party
          shall have executed and delivered to the Rights Agent a supplemental agreement
          providing for the terms set forth in Sections 13(a) and 13(b) hereof and further
          providing that, as soon as practicable after the date of any consolidation,
          merger, share exchange or sale of assets mentioned in Section 13(a) hereof,
          the Principal Party will: 



          		    (i)       
               prepare and file a registration statement under the Securities Act of 1933, as
               amended (the “Act”), with respect to the Rights and the securities
               purchasable upon exercise of the Rights on an appropriate form, and will use its
               best efforts to cause such registration statement to (A) become effective as
               soon as practicable after such filing and (B) remain effective (with a
               prospectus at all times meeting the requirements of the Act) until the Final
               Expiration Date; and 



               



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



               



The provisions of this
Section 13 shall similarly apply to successive mergers, consolidations, share
exchanges, sales or other transfers. In the event that a Section 13 Event shall occur
at any time after the occurrence of a Section 11(a)(ii) Event, the Rights which have
not theretofore been exercised shall thereafter become exercisable in the manner described
in Section 13(a) hereof. 



        Section
14.    Fractional Rights and Fractional Shares.  





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







16 









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



        
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 principal office of the
          Rights Agent, duly endorsed or accompanied by a proper instrument of transfer; 



         (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 Certificates 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; and 







17 









         (d)       
          notwithstanding anything in this Agreement to the contrary, neither the Company
          nor the Rights Agent shall have any liability to any holder of a Right or other
          Person as a result of its inability to perform any of its obligations under this
          Agreement by reason of any preliminary or permanent injunction or other order,
          decree or ruling issued by a court or competent jurisdiction or by a
          governmental, regulatory or administrative agency or commission, or any statute,
          rule, regulation or executive order promulgated or enacted by any governmental
          authority, prohibiting or otherwise restraining performance of such obligation;
          provided, however, the Company must use its best efforts to have any such order,
          decree or ruling lifted or otherwise overturned as soon as possible. 



        
Section 17.    Right Certificate Holder Not Deemed a Shareholder. No
holder, as such, of any Right Certificate shall be entitled to vote, receive dividends or
other distributions 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 shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof, or to give
or withhold consent to any corporate action, or to receive notice of meetings or other
actions affecting shareholders (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.  





         (a)       
          The Company agrees to pay to the Rights Agent reasonable compensation for all
          services rendered by it hereunder and, from time to time, on demand of the
          Rights Agent, its reasonable expenses and counsel fees and other disbursements
          incurred in the 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 gross 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. 




         (b)       
          The Rights Agent shall be protected and shall incur no liability for, or in
          respect of any action taken, suffered or omitted by it in connection with, its
          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. 








18 









        Section
19.    Merger or Consolidation or Change of Name of Rights Agent.  



         (a)       
          Any corporation into which the Rights Agent or any successor Rights Agent may be
          merged or with which it may be consolidated, or any corporation resulting from
          any merger or consolidation to which the Rights Agent or any successor Rights
          Agent shall be a party, or any corporation succeeding to the stock transfer or
          corporate trust 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 corporation would be eligible for
          appointment as a successor Rights Agent under the provisions of Section 21
          hereof. In case at the time such successor Rights Agent shall succeed to the
          agency created by this 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. 



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



        
Section 20.    Duties of Rights Agent. The Rights Agent undertakes
the duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of 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 the Chairman of the Board, the Chief Executive
          Officer, the President or any Vice President and by the Treasurer or any
          Assistant Treasurer or the Secretary or any Assistant 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
          authorization, execution and delivery hereof by the Rights Agent) or in respect
          of the validity or execution of any Right Certificate (except its
          countersignature thereof); nor shall it be responsible for any breach by the
          Company of any covenant or condition contained in this Agreement or in any Right
          Certificate; nor shall it be responsible for any change in the exercisability of
          the Rights (including the Rights becoming 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 actual notice that such change
          or adjustment is required); 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 or other securities to be issued pursuant to this Agreement or
          any Right Certificate or as to whether any Preferred Shares or other securities
          will, when issued, be validly authorized and issued, fully paid and
          nonassessable. 







19 









         (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, any Assistant Secretary, the Treasurer or any Assistant 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. 



         (h)       
          The Rights Agent and any shareholder, director, officer or employee of the
          Rights Agent may buy, sell or deal in, or act as the transfer agent for, any of
          the Rights, Common Shares or other securities of the Company or become
          pecuniarily interested in any transaction in which the Company may be
          interested, or contract with or lend money to the Company or otherwise act as
          fully and freely as though it were not Rights Agent under this Agreement.
          Nothing herein shall preclude the Rights Agent from acting in any other capacity
          for the Company or for any other legal entity. 



         (i)       
          The Rights Agent may execute and exercise any of the rights or powers hereby
          vested in it or perform any duty hereunder either itself or by or through its
          attorneys or agents, and the Rights Agent shall not be answerable or accountable
          for any act, 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 reasonable care was exercised in the selection and
          continued employment thereof. 



        
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 by registered or certified mail, and, if separate Right Certificates
have been issued as of the date of such notice as contemplated by Section 3 hereof, 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 by registered or certified mail, and, if separate Right Certificates
have been issued as of the date of such notice as contemplated by Section 3 hereof, to the
holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or
be removed or shall otherwise become incapable of acting, the Company shall appoint a
successor to the Rights Agent. If the Company shall fail to make such appointment within a
period of 30 days after giving notice of such removal or after it has been notified in
writing of such resignation or incapacity by the resigning or incapacitated Rights Agent
or by the holder of a Right Certificate (who shall, with such notice, submit his Right
Certificate for inspection by the Company), then the registered holder of any Right
Certificate may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a
court, shall be (a) a corporation organized and doing business under the laws of the
United States or under the laws of any state of the United States so long as such
corporation is authorized to do business as a banking institution in the State of New York
or the State of Wisconsin, 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 (b) an
Affiliate of a corporation described in clause (a) of this sentence. After appointment,
the successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without further act or
deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for the purpose. Not later than the effective
date of any such appointment the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Shares, and, if separate
Right Certificates have been issued as of the date of such notice as contemplated by
Section 3 hereof, 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. 







20 









        
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 its Board of Directors to reflect any adjustment or change in the Purchase
Price and the number or kind or class of shares or other securities or property
purchasable under the Right Certificates made in accordance with the provisions of this
Agreement. 



        Section
23.    Redemption.  





         (a)       
          The Rights may be redeemed by action of the Board of Directors pursuant to
          Section 23(b) hereof and shall not be redeemed in any other manner. 



         (b)       
          The Board of Directors of the Company may, at its option, at any time prior to
          such time as any Person becomes an Acquiring Person, redeem all but not less
          than all the then outstanding Rights at a redemption price of $.001 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 may be made effective at such time, on such
          basis and with such conditions as the Board of Directors in its sole discretion
          may establish. Notwithstanding anything contained in this Agreement to the
          contrary, the Rights shall not be exercisable after the first occurrence of a
          Section 11(a)(ii) Event until such time as the Company’s right of
          redemption hereunder has expired. 



         (c)       
          Immediately upon the effectiveness of the action of the Board of Directors of
          the Company ordering the redemption of the Rights pursuant to Section 23(b)
          hereof, 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 the effectiveness of the action of the
          Board of Directors ordering the redemption of the Rights pursuant to Section
          23(b) hereof, 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. 







21 









        Section
24.    Exchange.  





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



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



         (c)       
          In any exchange pursuant to this Section 24, the Company, at its option,
          may substitute Preferred Shares (or equivalent preferred shares, as such term is
          defined in Section 11(b) hereof) for some or all of the Common Shares of
          the Company exchangeable for Rights, at the initial rate of one one-hundredth of
          a Preferred Share (or equivalent preferred share) for each Common Share of the
          Company, as appropriately adjusted to reflect adjustments in the voting rights
          of the Preferred Shares pursuant to the terms thereof, so that the fraction of a
          Preferred Share delivered in lieu of each Common Share of the Company shall have
          the same voting rights as one Common Share of the Company. 



         (d)       
          In the event that there shall not be sufficient Common Shares of the Company or
          Preferred 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 of the Company or Preferred Shares for issuance upon
          exchange of the Rights. 



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







22 









        Section
25.    Notice of Certain Events.  





         (a)       
          In case the Company shall propose, after the Distribution Date, (i) to pay any
          dividend payable in stock of any class to the holders of Preferred Shares or to
          make any other distribution to the holders of Preferred Shares (other than a
          regular quarterly cash dividend), (ii) to offer to the holders of 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 Preferred Shares (other than
          a reclassification involving only the subdivision of outstanding Preferred
          Shares), (iv) to effect any consolidation or merger into or with (other than a
          merger of a Subsidiary into or with the Company), to effect any share exchange
          with or to effect any sale or other transfer (or to permit one or more of its
          Subsidiaries to effect any sale or other transfer), in one or more transactions,
          of 50% or more of the assets or earning power of the Company and its
          Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the
          liquidation, dissolution or winding up of the Company, then, in each such case,
          the Company shall give to each holder of a Right Certificate, in accordance with
          Section 26 hereof, a notice of such proposed action, which shall specify
          the record date for the purposes of such stock dividend, or distribution of
          rights or warrants, or the date on which such reclassification, consolidation,
          merger, share exchange, sale, transfer, liquidation, dissolution, or winding up
          is to take place and the date of participation therein by the holders of the
          Preferred Shares if any such date is to be fixed, and such notice shall be so
          given in the case of any action covered by clause (i) or (ii) above at least 10
          days prior to the record date for determining holders of Preferred Shares for
          purposes of such action, and in the case of any such other action, at least 10
          days prior to the date of the taking of such proposed action or the date of
          participation therein by the holders of the Preferred Shares, whichever shall be
          the earlier. 



         (b)       
          In case any of Section 11(a)(ii) Event or Section 13 Event shall
          occur, then, in any such case, (i) the Company shall as soon as practicable
          thereafter give to each holder of a Right Certificate, in accordance with
          Section 26 hereof, a notice of the occurrence of such event, which notice
          shall include a brief summary of the Section 11(a)(ii) Event or
          Section 13 Event, as the case may be, and the consequences thereof to
          holders of Rights, and (ii) all references in the preceding paragraph to
          Preferred Shares shall be deemed thereafter to refer to Common Shares and/or, if
          appropriate, other securities. 



        Section
26.    Notices.  





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



	 	                            	Gehl Company

                           143 Water Street                            
West Bend,
Wisconsin 53095-0179                            
Attention:  Secretary 











23 









         (b)       
          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) as follows: 



	 	     	American Stock
Transfer & Trust Company       
                     59 Maiden Lane

                           New York, NY  10038                            
Attention:
 Executive Vice President 






         (c)       
          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. Prior to such time as any
Person becomes an Acquiring Person and subject to the penultimate sentence of this
Section 27, the Company may and the Rights Agent shall, if the Company so directs,
supplement or amend any provision of this Agreement without the approval of any holders of
certificates representing Common Shares of the Company. Without limiting the foregoing,
the Company may at any time prior to such time as any Person becomes an Acquiring Person
amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a)
hereof from 15% to not less than 10%, with appropriate exceptions for Persons then
beneficially owning Common Shares of the Company constituting a percentage of the number
of Common Shares then outstanding equal to or in excess of the new threshold. From and
after such time as any Person becomes an Acquiring Person and subject to the penultimate
sentence of this Section 27, the Company and the Rights Agent shall, if the Company
so directs, supplement or amend this Agreement without the approval of any holders of
Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any
provision contained herein which may be defective or inconsistent with any other provision
herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or
supplement the provisions hereunder in any manner which the Company may deem necessary or
desirable and which shall not adversely affect the interests of the holders of Right
Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring
Person); provided, that from and after such time as any Person becomes an Acquiring
Person this Agreement may not be supplemented or amended to lengthen, pursuant to clause
(iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at
such time as the Rights are not then redeemable, or (B) any other time period unless such
lengthening is for the purpose of protecting, enhancing or clarifying the rights of,
and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an
appropriate officer of the Company which 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, no supplement or amendment shall be made that changes the Redemption Price or
moves to an earlier date the then effective Final Expiration Date. Prior to the
Distribution Date, the interests of the holders of Rights shall be deemed coincident with
the interests of the holders of Common Shares of the Company. 



        
Section 28.    Determinations and Actions by the Board of Directors.
For all purposes of this Agreement, any calculation of the number of Common Shares of the
Company outstanding at any particular time, including for purposes of determining the
particular percentage of such outstanding Common Shares of which any Person is the
Beneficial Owner, shall be made in accordance with the last sentence of Rule
13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of
Directors of the Company shall have the exclusive power and authority to administer this
Agreement and to exercise all rights and powers specifically granted to the Board of
Directors or to the Company, or as may be necessary or advisable in the administration of
this Agreement, including, without limitation, the right and power to (a) interpret the
provisions of this Agreement, and (b) make all determinations deemed necessary or
advisable for the administration of this Agreement (including a determination to redeem or
not redeem the Rights or to amend the Agreement and any determination as to whether
actions or any Person shall be such as to cause such Person to beneficially own shares
held by another Person). All such actions, calculations, interpretations and
determinations (including, for purposes of clause (ii) below, all omissions with respect
to the foregoing) which are done or made by the Board of Directors of the Company in good
faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the
holders of the Rights and all other parties, and (ii) not subject the Board of Directors
of the Company to any liability to the holders of the Rights or to any other person. 







24 









        
Section 29.    Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to
the benefit of their respective successors and assigns hereunder. 



        
Section 30.    Benefits of this Agreement. Nothing in this Agreement
shall be construed to give to any person or corporation other than the Company, the Rights
Agent and the registered holders of the Right Certificates (and, prior to the Distribution
Date, the Common Shares of the Company) 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 of the Company). 



        
Section 31.    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 32.    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 Wisconsin 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 33.    Counterparts. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and the same
instrument. 



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







25 










        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. 



		
	 	GEHL COMPANY
	
Attest:	 
	

By:  /s/ Michael J. Mulcahy
                 	By:  /s/ William D. Gehl
                  
	Title: Vice President, Secretary and General Counsel	Title: Chairman and Chief Executive Officer
	 	


AMERICAN STOCK TRANSFER &
	 	TRUST COMPANY
	Attest:	 
	

By:  /s/ Susan Silber
                 	By:  /s/ Herbert J. Lemmer
                 
	        Susan Silber	        Herbert J. Lemmer
	Title: Assistant Secretary	Title: Vice President










26 













EXHIBIT A  




Terms of the Series A
Preferred Stock, 
$.10 par value, of 
Gehl Company 



Series A Preferred
Stock 



         (i)       
          Designation and Amount. There is hereby created a series of Preferred
          Stock which shall be designated as “Series A Preferred Stock”
          (the “Series A Preferred Stock”), and the number of shares
          constituting such series shall be Two Hundred Fifty Thousand (250,000). Such
          number of shares may be increased or decreased by resolution of the Board of
          Directors; provided that no decrease shall reduce the number of shares of Series
          A 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 into Series A Preferred Stock. 



         (ii)       
          Dividends and Distributions. 



          		    (a)       
               The holders of shares of Series A Preferred Stock, in preference to the
               holders of Common Stock and of any other junior stock, shall be entitled to
               receive, when, as and if declared by the Board of Directors out of funds legally
               available for the purpose, quarterly dividends payable in cash on the first
               business days of January, April, July and October in each year (each such date
               being referred to herein as a “Quarterly Dividend Payment Date”),
               commencing on the first Quarterly Dividend Payment Date after the first issuance
               of a share or fraction of a share of Series A Preferred Stock, in an amount
               per share (rounded to the nearest cent) equal to the greater of (i) $1.00 or
               (ii) 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 noncash dividends or other
               distributions, other than a dividend payable in shares of Common Stock or a
               subdivision of the outstanding shares of Common Stock (by reclassification or
               otherwise), declared on the Common Stock since the immediately preceding
               Quarterly Dividend Payment Date, or, with respect to the first Quarterly Payment
               Date, since the first issuance of any share or fraction of a share of
               Series A Preferred Stock. In the event the corporation shall at any time
               after May 25, 2007 (the “Rights Declaration Date”) (a) declare any
               dividend on Common Stock payable in shares of Common Stock, (b) subdivide the
               outstanding Common Stock, or (c) combine the outstanding Common Stock into a
               smaller number of shares, 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 (ii) 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 that are 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) above 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 Quarterly Dividend Payment Date and the next subsequent Quarterly
               Dividend Payment Date, a dividend of $1.00 per share on the Series A
               Preferred Stock shall nevertheless be payable on such subsequent Quarterly
               Dividend Payment Date. 



               














          		    (c)       
               Dividends shall begin to accrue and be cumulative on outstanding shares of
               Series A Preferred Stock from the Quarterly Dividend Payment Date next
               preceding the date of issue of such shares of Series A Preferred Stock,
               unless the date of issue of such shares is prior to the record date for the
               first Quarterly Dividend Payment Date, in which case dividends on such shares
               shall begin to accrue from the date of issue of such shares, or unless the date
               of issue is a Quarterly Dividend Payment Date or is a date after the record date
               for the determination of holders of shares of Series A Preferred Stock
               entitled to receive a quarterly dividend and before such Quarterly Dividend
               Payment Date, in either of which events such dividends shall begin to accrue and
               be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
               dividends shall not bear interest. Dividends paid on the shares of Series A
               Preferred Stock in an amount less than the total amount of such dividends at the
               time accrued and payable on such shares shall be allocated pro rata on a
               share-by-share basis among all such shares at the time outstanding. The Board of
               Directors may fix a record date for the determination of holders of shares of
               Series A Preferred Stock entitled to receive payment of a dividend or
               distribution declared thereon, which record date shall be no more than 30 days
               prior to the date fixed for the payment thereof. 



               



         (iii)       
          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 submitted to a vote of the shareholders of the corporation. In the
               event the corporation shall at any time declare or pay any dividend on 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 that are 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 resolution of the Board of
               Directors creating a series of Preferred Stock or any similar stock, or by law,
               the holders of shares of Series A Preferred Stock and the holders of shares
               of Common Stock shall vote together as one class on all matters submitted to a
               vote of shareholders of the corporation. 



               



          		    (c)       
               Except as set forth herein, 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. 



               



    (iv)
       Certain
Restrictions.  



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



               







A-2 










          		    (1)       
               declare or pay dividends on, make any other distributions on, or redeem or
               purchase or otherwise acquire for consideration any shares of stock ranking
               junior (either as to dividends or upon liquidation, dissolution or winding up)
               to the Series A Preferred Stock; 



               



          		    (2)       
               declare or pay dividends on or make any other distributions on any shares of
               stock ranking on a parity (either as to dividends or upon liquidation,
               dissolution or winding up) with the Series A 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; 



               



          		    (3)       
               redeem or purchase or otherwise acquire for consideration shares of any stock
               ranking on a parity (either as to dividends or upon liquidation, dissolution or
               winding up) with the Series A Preferred Stock, provided that the
               corporation may at any time redeem, purchase or otherwise acquire shares of any
               such parity stock in exchange for shares of any stock of the corporation ranking
               junior to or on a parity with (both as to dividends or upon dissolution,
               liquidation or winding up) the Series A Preferred Stock; or 



               



          		    (4)       
               purchase or otherwise acquire for consideration any shares of Series A
               Preferred Stock, or any shares of stock ranking on a parity with the
               Series A Preferred Stock, except in accordance with a purchase offer made
               in writing or by publication (as determined by the Board of Directors) to all
               holders of such shares upon such terms as the Board of Directors, after
               consideration of the respective annual dividend rates and other relative rights
               and preferences of the respective series and classes, shall determine in good
               faith will result in fair and equitable treatment among the respective series or
               classes. 



               



          		    (b)       
               The corporation shall not permit any corporation of which an amount of voting
               securities sufficient to elect at least a majority of the directors of such
               corporation is beneficially owned, directly or indirectly, by the corporation or
               otherwise controlled by 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 subparagraph (iv), purchase or otherwise
               acquire such shares at such time and in such manner. 



               



         (v)       
          Reacquired Shares. All shares of Series A Preferred Stock that shall
          at any time have been reacquired by the corporation shall, after such
          reacquisition, have the status of authorized but unissued shares of Preferred
          Stock of the corporation, without designation as to series, and may be reissued
          as part of a new series of Preferred Stock to be created by resolution or
          resolutions of the Board of Directors, subject to the conditions and
          restrictions on issuance set forth herein. 



         (vi)       
          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 shares of stock ranking junior (either as to dividends or 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 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
          (either as to dividends or upon liquidation, dissolution or winding up) with the
          Series A Preferred Stock, except distributions made ratably on the
          Series A Preferred Stock and all other 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
          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. 







A-3 









         (vii)       
          Consolidation, Merger, etc. In case the corporation shall enter into any
          consolidation, merger, combination, share exchange or other transaction in which
          the shares of Common Stock are exchanged for or changed into other stock or
          securities, cash and/or any other property, then in any such case the shares of
          Series A Preferred Stock shall at the same time be similarly exchanged or
          changed in an amount per share (subject to the provision for adjustment
          hereinafter set forth) equal to 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 after the Rights Declaration Date
          (a) declare any dividend on Common Stock payable in shares of Common Stock, (b)
          subdivide the outstanding Common Stock, or (c) combine the outstanding shares of
          Common Stock into a smaller number of shares, then in each such case the amount
          set forth in the preceding sentence with respect to the exchange or change of
          shares of Series A Preferred Stock shall be adjusted by multiplying such
          amount by a fraction the numerator of which is the number of shares of Common
          Stock that are 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. 



         (viii)       
          No Redemption. The shares of Series A Preferred Stock shall not be
          redeemable. 



         (ix)       
          Amendment. To the fullest extent permitted by applicable law, prior to
          such time as shares of Series A Preferred Stock are issued and outstanding,
          the Board of Directors may modify, amend, alter or revoke any of the number of
          shares of Series A Preferred Stock, the powers, preferences or special
          rights of the Series A Preferred Stock or the other terms of the
          Series A Preferred Stock. From and after such time as shares of
          Series A Preferred Stock are issued and outstanding, the Restated Articles
          of Incorporation of the corporation shall not be amended in any manner that
          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. 



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







A-4 












EXHIBIT B  



[Form of Right
Certificate] 



		
	Certificate No. R- 	_______ Rights 







	 	
NOT
EXERCISABLE AFTER MAY 25, 2017 (SUBJECT TO EXTENSION) OR EARLIER IF REDEMPTION OR EXCHANGE
OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.001 PER RIGHT AND TO EXCHANGE ON
THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. 






Right Certificate 



GEHL COMPANY 



        This
certifies that ________________, or registered assigns, is the registered owner of the
number of Rights set forth above, each of which entitles the owner thereof, subject to the
terms, provisions and conditions of the Rights Agreement, dated as of May 25, 2007, and as
such agreement may be amended (the “Rights Agreement”), between Gehl Company, a
Wisconsin corporation (the “Company”), and American Stock Transfer & Trust
Company (the “Rights Agent”), to purchase from the Company at any time after the
Distribution Date (as such term is defined in the Rights Agreement) and prior to
5:00 P.M., West Bend, Wisconsin time, on May 25, 2017, subject to extension,
at the principal office of the Rights Agent, or at the office of its successor as
Rights Agent, one one-hundredth of one fully paid nonassessable share of Series A
Preferred Stock, par value $.10 per share (“Preferred Shares”), of the Company,
at a purchase price of $130.00 per one one-hundredth of a Preferred Share (the
“Purchase Price”), upon presentation and surrender of this Right Certificate
with the Form of Election to Purchase duly executed. The number of Rights evidenced by
this Right Certificate (and the number of one one-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 June 8, 2007, based on the Preferred Shares
as constituted at such date. As provided in the Rights Agreement, the Purchase Price and
the number of one one-hundredths of a Preferred Share which may be purchased upon the
exercise of the Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events. 



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














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



        Subject
to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be
redeemed by the Company at a redemption price of $.001 per Right. 



        The
Board of Directors of the Company may, at its option, at any time after any Person becomes
an Acquiring Person, but prior to such Person’s acquisition of 50% or more of the
outstanding shares of Common Stock, par value $.10 per share (“Common Stock”),
of the Company, exchange the Rights evidenced by the certificates for Preferred Shares or
shares of Common Stock, at an exchange ratio of one one-hundredth of a Preferred Share or
one share of Common Stock, as the case may be, per Right, subject to adjustment, as
provided in the Rights Agreement. 



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



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



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







B-2 










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




		
	ATTEST:	GEHL COMPANY
	

_____________________________________	By: _______________________________
	 	        Title: __________________________









Countersigned: 







AMERICAN STOCK TRANSFER & TRUST
COMPANY 







By: _______________________________ 

          Authorized Signature 








B-3 











[Form of Reverse Side
of Right Certificate] 



FORM OF ASSIGNMENT 



(To be executed by the
registered holder if such
 holder desires to transfer the Right Certificate.) 




         FOR
VALUE RECEIVED ______________________________________________________________________
hereby sells, assigns and transfers unto
_______________________________________________________________________________________________________ 

                  
                  
                  
                  
                  
(Please print name and
address of transferee)  




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




Dated:   ____________,
____ 



		
	 	_____________________________________
	 	Signature








Signature Guaranteed: 



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


		
	 	_____________________________________
	 	Signature








------------------------------------------------------------------------------------------------------------------------------------------- 








B-4 












[Form of Reverse Side
of Right Certificate — continued] 



FORM OF ELECTION TO
PURCHASE 



(To be executed if
holder desires to 
exercise the Right Certificate.) 



To GEHL COMPANY: 



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



Please insert social security 

or other identifying number 



     



(Please print name and
address)  





     



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



Please insert social security 
or
other identifying number 



     



(Please print name and
address)  



     



Dated: ____________, ____ 



		
	 	_____________________________________
	 	Signature









Signature Guaranteed: 



        Signatures
must be guaranteed by a member firm of a registered national securities exchange, a member
of the National Association of Securities Dealers, Inc., or a commercial bank or trust
company having an office or correspondent in the United States. 








B-5 










[Form of Reverse Side
of Right Certificate — continued] 



     



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




		
	 	_____________________________________
	 	Signature









     



NOTICE 



        The
signature in the foregoing Forms of Assignment and Election must conform to the name as
written upon the face of this Right Certificate in every particular, without alteration or
enlargement or any change whatsoever. 



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








B-6 













EXHIBIT C  




GEHL COMPANY 



SUMMARY OF RIGHTS TO
PURCHASE
PREFERRED SHARES 



        On
May 25, 2007, the Board of Directors of Gehl Company (the “Company”) declared a
dividend of one preferred share purchase right (a “Right”) for each outstanding
share of common stock, $.10 par value per share (“Common Shares”), of the
Company. The dividend is payable upon the close of business on June 8, 2007 to the
shareholders of record upon the close of business on June 8, 2007 (the “Record
Date”). Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Preferred Stock, par value $.10 par value
(“Preferred Shares”), of the Company, at a price of $130.00 per one
one-hundredth of a Preferred Share, subject to adjustment (the “Purchase
Price”). The description and terms of the Rights are set forth in a Rights Agreement
(the “Rights Agreement”) between the Company and American Stock Transfer &
Trust Company, as Rights Agent (the “Rights Agent”). 



        Until
the earlier to occur of (i) 10 days following a public announcement that a person or group
of affiliated or associated persons (other than the Company, a subsidiary of the Company
or an employee benefit plan of the Company or a subsidiary) (an “Acquiring
Person”) has acquired beneficial ownership of 15% or more of the outstanding Common
Shares (the “Shares Acquisition Date”) or (ii) 10 business days (or such later
date as may be determined by action of the Company’s Board of Directors prior to such
time as any person becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person or group (other than the
Company, a subsidiary of the Company or an employee benefit plan of the Company or a
subsidiary) of 15% or more of such outstanding Common Shares (the earlier of such dates
being called the “Distribution Date”), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the Record Date, by such
Common Share certificate. 



        The
Rights Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued after the
Record Date, upon transfer or new issuance of Common Shares, will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any certificates
for Common Shares, outstanding as of the Record Date, even without such notation, will
also constitute the transfer of the Rights associated with the Common Shares represented
by such certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (“Right Certificates”) will be mailed to
holders of record of the Common Shares as of the close of business on the Distribution
Date and such separate Right Certificates alone will evidence the Rights. 



        The
Rights are not exercisable until the Distribution Date. The Rights will expire on May 25,
2017 (the “Final Expiration Date”), subject to extension, unless the Rights are
earlier redeemed or exchanged by the Company, in each case as described below. 



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







C-1 










        The
number of outstanding Rights and the number of one one-hundredths of a Preferred Share
issuable upon exercise of each Right are also subject to adjustment in the event of a
stock split of the Common Shares or a stock dividend on the Common Shares payable in
Common Shares or subdivisions, consolidations or combinations of the Common Shares
occurring, in any such case, prior to the Distribution Date. 



        Preferred
Shares purchasable upon the exercise of Rights will not be redeemable. Each Preferred
Share will be entitled to a minimum preferential quarterly dividend payment of $1.00 per
share but will be entitled to an aggregate dividend of 100 times the dividend declared per
Common Share. In the event of liquidation, the holders of the Preferred Shares will be
entitled to a minimum preferential liquidation payment of $100 per share but will be
entitled to an aggregate payment of 100 times the payment made per Common Share. Each
Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in
the event of any merger, consolidation or other transaction in which Common Shares are
exchanged, each Preferred Share will be entitled to receive 100 times the amount received
per Common Share. These rights are protected by customary antidilution provisions. 



        Because
of the nature of the Preferred Shares’ dividend, voting and liquidation rights, the
value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of
each Right should approximate the value of one Common Share. 



        In
the event that any person becomes an Acquiring Person (a “Flip-In Event”), each
holder of a Right (except as otherwise provided in the Rights Agreement) will thereafter
have the right to receive upon exercise that number of Common Shares (or, in certain
circumstances cash, property or other securities of the Company or a reduction in the
Purchase Price) having a market value of two times the then current Purchase Price.
Notwithstanding any of the foregoing, following the occurrence of a Flip-In Event all
Rights that are, or (under certain circumstances specified in the Rights Agreement) were,
or subsequently become beneficially owned by an Acquiring Person, related persons and
transferees will be null and void. 






        In
the event that, at any time following the Shares Acquisition Date, (i) the Company is
acquired in a merger or other business combination transaction or (ii) 50% or more of its
consolidated assets or earning power are sold (the events described in clauses (i) and
(ii) are herein referred to as “Flip-Over Events”), proper provision will be
made so that each holder of a Right (except as otherwise provided in the Rights Agreement)
will thereafter have the right to receive, upon the exercise thereof at the then current
Purchase Price, that number of shares of common stock of the acquiring company which at
the time of such transaction will have a market value of two times the then current
Purchase Price. 



        With
certain exceptions, no adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price. No fractional
Preferred Shares will be issued (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). In lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date of
exercise. 



        The
Purchase Price is payable by certified check, cashier’s check, bank draft or money
order or, if so provided by the Company, the Purchase Price following the occurrence of a
Flip-In Event and until the first occurrence of a Flip-Over Event may be paid in Common
Shares having an equivalent value. 








C-2 









        At
any time after a person becomes an Acquiring Person and prior to the acquisition by such
Acquiring Person of 50% or more of the outstanding Common Shares, the Board of Directors
of the Company may exchange the Rights (other than Rights owned by any Acquiring Person
which have become void), in whole or in part, at an exchange ratio of one Common Share, or
one one-hundredth of a Preferred Share (or of a share of a class or series of the
Company’s preferred stock having equivalent rights, preferences and privileges), per
Right (subject to adjustment). 



        At
any time prior to a person becoming an Acquiring Person, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right
(the “Redemption Price”). The redemption of the Rights may be made effective at
such time, on such basis and with such conditions as the Board of Directors in its sole
discretion may establish. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price. 



        Other
than amendments that would change the Redemption Price or move to an earlier date the
Final Expiration Date of the Rights, the terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the holders of the Rights, including an
amendment to lower the threshold for exercisability of the Rights from 15% to not less
than 10%, with appropriate exceptions for any person then beneficially owning a percentage
of the number of Common Shares then outstanding equal to or in excess of the new
threshold, except that from and after such time as any person becomes an Acquiring Person
no such amendment may adversely affect the interests of the holders of the Rights. 



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



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








C-3