Exhibit 4.1


 


HICKORY TECH CORPORATION


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


Rights Agent


 


AMENDED AND RESTATED


RIGHTS AGREEMENT


 


Dated as of March 12, 2009


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 1.
  CERTAIN DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 2.
  APPOINTMENT OF RIGHTS AGENT

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 3.
  ISSUE OF RIGHT CERTIFICATES

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 4.
  FORM OF RIGHT CERTIFICATES

  	
   

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 5.
  COUNTERSIGNATURE AND REGISTRATION

  	
   

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 6.
  TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT CERTIFICATES;
  MUTILATED, DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES

  	
   

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 7.
  EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS

  	
   

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 8.
  CANCELLATION OF RIGHT CERTIFICATES

  	
   

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 9.
  AVAILABILITY OF PREFERRED SHARES

  	
   

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 10.
  PREFERRED SHARES RECORD DATE

  	
   

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 11.
  ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR NUMBER OF RIGHTS

  	
   

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 12.
  CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES

  	
   

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 13.
  CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR EARNING POWER

  	
   

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 14.
  FRACTIONAL RIGHTS AND FRACTIONAL SHARES

  	
   

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 15.
  RIGHTS OF ACTION

  	
   

  	
  21

  
	
   

  	
   

  	
   

  
	
  SECTION 16.
  AGREEMENT OF RIGHT HOLDERS

  	
   

  	
  21

  
	
   

  	
   

  	
   

  
	
  SECTION 17.
  RIGHT CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER

  	
   

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION 18.
  CONCERNING THE RIGHTS AGENT

  	
   

  	
  22

  



 


i

















 


	
  SECTION 19.
  MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT

  	
   

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION 20.
  DUTIES OF RIGHTS AGENT

  	
   

  	
  23

  
	
   

  	
   

  	
   

  
	
  SECTION 21.
  CHANGE OF RIGHTS AGENT

  	
   

  	
  25

  
	
   

  	
   

  	
   

  
	
  SECTION 22.
  ISSUANCE OF NEW RIGHT CERTIFICATES

  	
   

  	
  25

  
	
   

  	
   

  	
   

  
	
  SECTION 23.
  REDEMPTION

  	
   

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION 24.
  EXCHANGE

  	
   

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION 25.
  NOTICE OF CERTAIN EVENTS

  	
   

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 26.
  NOTICES

  	
   

  	
  28

  
	
   

  	
   

  	
   

  
	
  SECTION 27.
  SUPPLEMENTS AND AMENDMENTS

  	
   

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 28.
  REVIEW BY INDEPENDENT DIRECTORS

  	
   

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 29.
  SUCCESSORS

  	
   

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 30.
  BENEFITS OF THIS AGREEMENT

  	
   

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 31.
  SEVERABILITY

  	
   

  	
  30

  
	
   

  	
   

  	
   

  
	
  SECTION 32.
  GOVERNING LAW

  	
   

  	
  30

  
	
   

  	
   

  	
   

  
	
  SECTION 33.
  COUNTERPARTS

  	
   

  	
  30

  
	
   

  	
   

  	
   

  
	
  SECTION 34.
  DESCRIPTIVE HEADINGS

  	
   

  	
  30

  
	
   

  	
   

  	
   

  
	
  Signatures

  	
   

  	
  31

  
	
   

  	
   

  	
   

  
	
  Exhibit A — Certificate of Designations of
  Series A Junior Participating Preferred Stock

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit B — Form of Right Certificates

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit C — Summary of Rights to Purchase
  Preferred Shares

  	
   

  	
   

  



 


ii

















 


AMENDED AND RESTATED RIGHTS AGREEMENT


 


AGREEMENT, originally dated as of February 25, 1999, between
Hickory Tech Corporation, a Minnesota corporation (the “Company”), and Wells
Fargo Bank, National Association, a national banking association (the “Rights
Agent”) and amended and restated effective as of March 12, 2009.


 


The Board of Directors of the Company authorized and declared a
dividend of one preferred share purchase right (a “Right”) for each Common
Share  of the Company outstanding at the
Close of Business on March 12, 1999 (the “Record Date”), each Right
representing the right to purchase one one-hundredth of a Preferred Share, upon
the terms and subject to the conditions herein set forth, and authorized and
directed the issuance of one Right with respect to each Common Share that
becomes 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).  The
Board of Directors has amended and restated this plan as of March 12, 2009
to, among other things, extend the Final Expiration Date, change the Purchase
Price consistent therewith, and provide for the periodic review of this
Agreement by Independent Directors.


 


Accordingly, 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:


 


“Acquiring
Person” shall mean any Person who or which, together with all Affiliates and Associates
of such Person, shall be the Beneficial Owner of the Threshold Percentage or
more of the Common Shares then outstanding other than as a result of a
Permitted Offer, but shall not include any Exempt Person.  Notwithstanding the foregoing, no Person
shall become an “Acquiring Person” as the result of an acquisition of Common
Shares by the Company which, by reducing the number of shares outstanding,
increases the proportionate number of shares beneficially owned by such Person
to the Threshold Percentage or more of the Common Shares of the Company then
outstanding; provided, however, that if a Person shall become the
Beneficial Owner of the Threshold Percentage or more of the Common Shares of
the Company then outstanding by reason of share purchases by the Company and
shall, after such share purchases by the Company, increase the number of Common
Shares of the Company beneficially owned by such Person above the number of
Common Shares of the Company beneficially owned by such Person at the time of
the last such share purchase by the Company, then such Person shall be deemed
to be an “Acquiring Person.” 
Notwithstanding the foregoing, if the Board of Directors of the Company
determines in good faith that a Person who would otherwise be an “Acquiring
Person”, as defined pursuant to the foregoing provisions of this paragraph, has
become such inadvertently, and such Person divests as promptly as practicable a
sufficient number of Common Shares so that such Person would no longer be an “Acquiring
Person”, as defined pursuant to the foregoing provisions of this 


 

















 


paragraph, then such
Person shall not be deemed to be an “Acquiring Person” for any purposes of this
Agreement.


 


“Affiliate”
and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2
of the General Rules and Regulations under the Exchange Act.


 


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, within the meaning of Rule 13d-3 of the General Rules and
Regulations under the Exchange Act, as in effect on the date of this Agreement;


 


(ii)           which such Person
or any of such Person’s Affiliates or Associates has (A) the right to
acquire (whether such right is exercisable immediately or only after the
passage of time) pursuant to any agreement, arrangement or understanding (other
than customary agreements with and between underwriters and selling group
members with respect to a bona fide public offering of securities), written or
otherwise, or upon the exercise of conversion rights, exchange rights, rights
(other than the Rights), warrants or options, or otherwise; provided, however,
that a Person shall not be deemed the Beneficial Owner of, or to beneficially
own, 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, written
or otherwise; provided, however, that a Person shall not be
deemed the Beneficial Owner of, or to beneficially own, any security under this
clause (B) if the agreement, arrangement or understanding to vote such
security (1) arises solely from a revocable proxy or consent given to such
Person in response to a public proxy or consent solicitation made pursuant to,
and in accordance with, the applicable rules and regulations promulgated
under the Exchange Act and (2) is not then reportable on Schedule 13D
under the Exchange Act (or any comparable or successor report);


 


(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 whether or not in writing, for the purpose of
acquiring, holding, voting (except pursuant to a revocable proxy as described
in the proviso to clause (ii)(B) above) or disposing of any securities of
the Company; provided, however, that nothing in this section shall cause a
Person engaged in business as an underwriter of securities to be the Beneficial
Owner of, or to beneficially own, any securities acquired through such Person’s
participation in good faith in a firm commitment underwriting until the
expiration of forty days after the date of such acquisition, and then only if
such securities continue to be owned by such Person at the expiration of such
forty-day period; or


 


2

















 


(iv)          which are the subject of a derivative
transaction entered into by such Person or any of such Person’s Affiliates or
Associates, or derivative security acquired by such Person or any of such
Person’s Affiliates or Associates, which gives such Person or any of such
Person’s Affiliates or Associates the economic equivalent of ownership of an
amount of such securities due to the fact that the value of the derivative is
explicitly determined by reference to the price or value of such securities, or
which provides such Person or any of such Person’s Affiliates or Associates an
opportunity, directly or indirectly, to profit, or to share in any profit,
derived from any change in the value of such securities, in any case without
regard to whether (A) such derivative conveys any voting rights in such
securities to such Person or any of such Person’s Affiliates or Associates, (B) the
derivative is required to be, or capable to being, settled through delivery of
such securities, or (C) such Person or any of such Person’s Affiliates or
Associates may have entered into other transactions that hedge the economic
effect of such derivative.  In
determining the number of shares of Common Stock of the Company Beneficially
Owned by virtue of the operation of this clause (iv), the subject Person shall
be deemed to Beneficially Own (without duplication) the notional or other
number of shares of Common Stock of the Company specified in the documentation
evidencing the derivative position as being subject to be acquired upon the
exercise or settlement of the applicable right or as the basis upon which the
value or settlement amount of such right, or the opportunity of the holder of
such right to profit or share in any profit, is to be calculated in whole or in
part, and in any case (or if no such number of shares of Common Stock of the
Company is specified in such documentation or otherwise), as determined by the
Board of Directors in good faith to be the number of shares of Common Stock of
the Company to which the derivative position relates.  Such shares of Common Stock of the Company
that are deemed so Beneficially Owned pursuant to the operation of this clause (iv) shall
be referred to herein as “Derivative Common Shares;” provided, however, that a
Person will not be deemed to be the Beneficial Owner of, or to beneficially
own, any security pursuant to this clause (iv) if such beneficial
ownership arises solely out of such Person’s status either as a bona fide swaps
dealer or as a “clearing agency,” as defined in Section 3(a)(23) of the
Exchange Act, and such Person is acting in the ordinary course of its business
and without any intent to evade, or assist any other Person to evade, the
purposes and intent of this Agreement.


 


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.


 


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


 


3

















 


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


 


“Common
Shares,” when used with reference to the Company, shall mean the shares of
Common Stock, no par value per share, of the Company.  “Common Shares”, when used with reference to
any Person other than the Company, shall mean the capital stock (or equity
interest) with the greatest voting power of such other Person or, if such other
Person is a Subsidiary of any other Person, the Person or Persons which
ultimately control such first mentioned Person.


 


“Distribution
Date” shall have the meaning set forth in Section 3.


 


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


 


“Exchange
Date” shall have the meaning set forth in Section 7.


 


“Exempt
Person” shall mean the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or of any Subsidiary of the Company, and any Person
organized, appointed or established by the Company for or pursuant to the terms
of any such plan.


 


“Final
Expiration Date” shall have the meaning set forth in Section 7.


 


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


 


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


 


“Permitted
Offer” shall mean a tender offer or an exchange offer for all outstanding
Common Shares of the Company determined by the Board of Directors of the
Company, after receiving such advice as it deems necessary and giving due
consideration to all relevant factors, to be in the best interests of the
Company and its shareholders.


 


“Preferred
Shares” shall mean shares of Series A Junior Participating Preferred
Stock, no par value per share, of the Company having the rights and preferences
set forth in the form of Certificate of Designations attached to this Agreement
as Exhibit A.


 


“Redemption
Date” shall have the meaning set forth in Section 7.


 


“Shares
Acquisition Date” shall mean the first date of public announcement (which, for
purposes of this definition, shall include, without limitation, a 


 


4

















 


report filed pursuant to Section 13(d) of
the Exchange Act) by the Company or any Person that such Person has become an
Acquiring Person.


 


“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.


 


“Threshold
Percentage” shall mean 15%.


 


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, shall prior to the Distribution Date also be
the holders of the Common Shares) in accordance with the terms and conditions
of this Agreement 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.


 


Section 3. 
Issue of Right Certificates.


 


(a)           Until the earlier of
(i) the Shares Acquisition Date or (ii) the tenth day (or such later
date as may be determined by action of the Board of Directors prior to such
time as any Person becomes an Acquiring Person) after the date of the
commencement by any Person (other than an Exempt Person) of, or of the first
public announcement of the intention of any Person (other than an Exempt
Person) to commence, a tender or exchange offer the consummation of which would
result in any Person becoming an Acquiring Person (the earlier of such dates
being referred to herein as the “Distribution Date”), (x) the Rights will
be evidenced (subject to the provisions of Section 3(b)) by the
certificates for Common Shares 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.  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, postage-prepaid mail, to
each record holder of Common Shares as of the Close of Business on the
Distribution Date, at the address of such holder shown on the records of the
Company, a Right Certificate, in substantially the form of Exhibit B (a “Right
Certificate”), evidencing one Right for each Common Share so held.  As of the Distribution Date, the Rights will
be evidenced solely by such Right Certificates.


 


(b)           The Company will
send a copy of a Summary of Rights to Purchase Preferred Shares to each record
holder of Common Shares as of the Close of Business on the Record Date, which
summary has been amended as set forth in Exhibit C (the “Summary of Rights”).  With respect to certificates for Common
Shares outstanding as of the Close of Business on 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
the Final Expiration Date if occurring prior to the Distribution Date), the
surrender for transfer of any certificate for Common Shares outstanding on the
Record Date shall also constitute the transfer of the Rights associated with
the Common Shares represented thereby.


 


5

















 


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


 


This certificate also evidences and entitles the holder hereof to
certain rights as set forth in a Rights Agreement between Hickory Tech
Corporation and Wells Fargo Bank, National Association, dated as of February 25,
1999, as amended and restated effective March 12, 2009 (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 Hickory Tech
Corporation.  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.  Hickory Tech Corporation
will mail to the holder of this certificate a copy of the Rights Agreement
without charge after receipt of a written request therefor.  Under certain circumstances, as set forth in
the Rights Agreement, Rights issued to any Person who becomes an Acquiring
Person or an Associate or Affiliate thereof (as defined in the Rights
Agreement), or certain transferees of such Person, may become null and void.


 


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 canceled
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 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 or
automated quotations system on which the Rights may from time to time be
listed, or to conform to usage.  Subject
to the provisions of Section 11, the Right Certificates shall entitle the
holders thereof to purchase such number of one one-hundredths of a Preferred
Share as shall be set forth therein at the price per one one-hundredth of a
Preferred Share set forth therein (the “Purchase Price”), but the number of
such one one-hundredths of a Preferred Share and the Purchase Price shall be
subject to adjustment as provided herein.


 


Section 5. 
Countersignature and Registration.  The Right Certificates shall be executed on
behalf of the Company by its Chairman of the Board, its Chief Executive
Officer, its President, any of its Vice Presidents or its Treasurer either
manually or by facsimile signature and shall be attested by the Secretary or an
Assistant Secretary of the Company, either manually or by 


 


6

















 


facsimile signature.  The Right
Certificates shall be manually countersigned by the Rights Agent for purposes
of authorization only and shall not be valid for any purpose unless
countersigned.  In case any officer of
the Company who shall have signed any of the Right Certificates shall cease to
be such officer of the Company before countersignature by the Rights Agent and
issuance and delivery by the Company, such Right Certificates, nevertheless,
may be countersigned by the Rights Agent and issued and delivered by the
Company with the same force and effect as though the Person who signed such
Right Certificates had not ceased to be such officer of the Company; and any
Right Certificate may be signed on behalf of the Company by any Person who, at
the actual date of the execution of such Right Certificate, shall be a proper
officer of the Company to sign such Right Certificate, although at the date of
the execution of this Rights Agreement any such Person was not such an officer.


 


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.  Subject to the provisions of Section 14,
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))
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.


 


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 issue, execute and deliver
a new Right Certificate of like tenor to the Rights Agent for countersignature
and delivery to the registered holder in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated.


 


7

















 


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


 


(a)           The registered
holder of any Right Certificate may exercise the Rights evidenced thereby
(except as otherwise provided herein) in whole or in part at any time after the
Distribution Date upon surrender of the Right Certificate, with the form of
election to purchase on the reverse side thereof duly executed, to the Rights
Agent at the office or offices of the Rights Agent designated for such purpose,
together with payment of the Purchase Price for each one one-hundredth of a
Preferred Share as to which the Rights are exercised, at or prior to the
earliest of (i) the Close of Business on March 12, 2019 (the “Final
Expiration Date”), (ii) the time at which the Rights are redeemed as provided
in Section 23 (the “Redemption Date”) or (iii) the time at which such
Rights are exchanged as provided in Section 24 (the “Exchange Date”).


 


(b)           The Purchase Price
for each one one-hundredth of a Preferred Share purchasable pursuant to the
exercise of a Right shall initially be $30.00, shall be subject to adjustment
from time to time as provided in Sections 11 and 13 and shall be payable in
lawful money of the United States of America in accordance with paragraph (c) below.


 


(c)           Upon receipt of a Right
Certificate representing exercisable Rights, with the form of election to
purchase duly executed, accompanied by payment of the aggregate 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 by certified check, cashier’s check or money order payable
to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition
from any transfer agent for the Preferred Shares (or make available, if the
Rights Agent is the transfer agent for 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) if
the Company shall have elected to deposit with a depository agent the total
number of Preferred Shares issuable upon exercise of the Rights hereunder,
requisition from the depositary agent depositary receipts representing such
number of one one-hundredths of a Preferred Share as are to be purchased and
the Company hereby directs the depositary agent to comply with such request, (ii) when
appropriate, requisition from the Company the amount of cash to be paid in lieu
of issuance of fractional shares in accordance with Section 14, (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.


 


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


 


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


 


8
















 


Beneficial Owner) of such Right Certificate or Affiliates or Associates
thereof as the Company shall reasonably request.


 


Section 8.  Cancellation 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 canceled form, or, if surrendered to the Rights
Agent, shall be canceled 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.  Subject to applicable law and regulation, the Rights Agent shall
maintain in a retrievable database electronic records of all cancelled or
destroyed stock certificates which have been canceled or destroyed by the
Rights Agent.   The Rights Agent shall maintain such electronic
records or physical records for the time period required by applicable law and
regulation.  Upon written request of the Company (and at the expense
of the Company), the Rights Agent shall provide to the Company or its designee
copies of such electronic records or physical records relating to rights
certificates cancelled or destroyed by the Rights Agent.


 


Section 9.  Availability of Preferred Shares.


 


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


 


(b)                                 At
such time, if any, 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
(but only to the extent that it is reasonably likely that the Rights will be
exercised), all shares reserved for such issuance to be listed on such exchange
upon official notice of issuance upon such exercise.


 


(c)                                  The
Company will prepare and file, as soon as practicable after the Distribution
Date, 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 use its best efforts to
cause such registration statement to (i) become effective as soon as
practicable after such filing, and (ii) remain effective (with a
prospectus at all times meeting the requirements of the Act) until the earlier
of (A) the date as of which the Rights are no longer exercisable for such
securities or (B) the Final Expiration Date.  The Company will also take such action as may
be appropriate under, or to ensure compliance with, the securities or “blue sky”
laws of the various states in connection with the exercisability of the
Rights.  The Company may temporarily
suspend, for a period of time not to exceed 90 days after the date the
registration statement is filed, the exercisability of the Rights in order to
permit the registration statement to become effective.  Upon any such suspension, the Company shall
issue a public announcement stating that the exercisability of the Rights has
been temporarily suspended, as well as a public announcement at such time as
the suspension is no longer in effect. 
Notwithstanding any provision of this Agreement to the contrary, the
Rights shall not be


 


9

















 


exercisable in any jurisdiction if the requisite qualification in such
jurisdiction shall not have been obtained or the exercise thereof is not
permitted under applicable law.


 


(d)                                 The
Company will take all such action as may be necessary to ensure that all
Preferred Shares delivered upon exercise of Rights shall, at the time of
delivery of the certificates for such Preferred Shares (subject to payment of
the Purchase Price and any applicable transfer taxes), be duly and validly
authorized and issued and fully paid and nonassessable shares.


 


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


 


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


 


Section 11.  Adjustment of Purchase Price, Number of
Shares or Number of Rights.  The
Purchase Price, the number and kind of 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


 


10

















 


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), 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).


 


(ii)                                  Subject
to Section 24 of this Agreement, in the event any Person becomes an
Acquiring Person, unless the event by which such Person became an Acquiring
Person is a transaction described in Section 13(a), 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 Company’s Common Shares (determined pursuant to Section 11(d))
on the date that such Person becomes an Acquiring Person.  In the event that any Person shall become an
Acquiring Person and the Rights shall then be outstanding, the Company shall
not take any action which would eliminate or diminish the benefits intended to
be afforded by the Rights.


 


From and after the
date that such Person becomes an Acquiring Person, any Rights that are or were
acquired or beneficially owned by any Acquiring Person (or any Associate or
Affiliate of such Acquiring Person) shall be void and any holder of such Rights
shall thereafter have no right to exercise such Rights under any provision of
this Agreement.  No Right Certificate shall
be issued pursuant to Section 3 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 canceled.


 


(iii)                               In
the event that there shall not be sufficient Common Shares issued but not
outstanding or authorized but unissued to permit the exercise in full of the
Rights in


 


11

















 


accordance with
the foregoing subparagraph (ii), the Company shall take all such action as may
be necessary to authorize additional Common Shares for issuance upon exercise
of the Rights.  In the event the Company
shall, after good faith effort, be unable to take all such action as may be
necessary to authorize such additional Common Shares, the Company shall
substitute, for each Common Share that would otherwise be issuable upon
exercise of a Right, a number of Preferred Shares or fraction thereof such that
the current per share market price of one Preferred Share multiplied by such
number or fraction is equal to the current per share market price of one Common
Share as of the date of issuance of such Preferred Shares or fraction thereof.


 


(b)                                 In
case the Company shall fix a record date for the issuance of rights, options or
warrants to all holders of Preferred Shares entitling them to subscribe for or
purchase Preferred Shares (or shares having the same rights, privileges and
preferences as the Preferred Shares (such shares are herein called “preferred
share equivalents”)) or securities convertible into Preferred Shares or
preferred share equivalents at a price per Preferred Share or preferred share
equivalent (or having a conversion price per share, if a security convertible
into Preferred Shares or preferred share equivalents) less than the then
current per share market price (as such term is defined in Section 11(d))
of the Preferred Shares 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 preferred share equivalents 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
preferred share equivalents 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 determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent and shall be binding on the Rights Agent and the
holders of the Rights.  Preferred Shares
held for the account of the Company shall not be deemed outstanding for the
purpose of any such computation.  Such
adjustment shall be made successively whenever such a record date is fixed; and
in the event that such rights, options or warrants are not so issued, the
Purchase Price shall be adjusted to be the Purchase Price which would then be
in effect if such record date had not been fixed.


 


(c)                                  In
case the Company shall fix a record date for the making of a distribution to
all holders of the Preferred Shares (including any such distribution made in
connection with a consolidation or merger in which the Company is the
continuing or surviving corporation) of evidences of indebtedness or assets
(other than a regular quarterly cash


 


12

















 


dividend or a
dividend payable in Preferred Shares) or subscription rights or warrants
(excluding those referred to in Section 11(b)), the Purchase Price to be
in effect after such record date shall be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a fraction, the
numerator of which shall be the then current per share market price of the
Preferred Shares on such record date, less the fair market value (as determined
in good faith by the Board of Directors of the Company, whose determination
shall be described in a statement filed with the Rights Agent) 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 immediately prior to
such date; provided, however, that in the event that the current
per share market price of the Security is determined during a period following
the announcement by the issuer of such Security of (A) a dividend or
distribution on such Security payable in shares of such Security or securities
convertible into such shares, or (B) any subdivision, combination or
reclassification of such Security and prior to the expiration of 30 Trading
Days after the ex-dividend date for such dividend or distribution, or the
record date for such subdivision, combination or reclassification, then, and in
each such case, the current per share market price shall be appropriately
adjusted to reflect the current market price per share equivalent of such
Security.  The closing price for each day
shall be the last sale price, regular way, or, in case no such sale takes place
on such day, the average of the closing bid and asked prices, regular way, in
either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the New York
Stock Exchange or, if the Security is not listed or admitted to trading on the
New York Stock Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national
securities exchange on which the Security is listed or admitted to trading or,
if the Security is not listed or admitted to trading on any national securities
exchange, the last quoted price 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.  If on any such day no market maker is making
a market in the Common Shares, the fair value of such share on such day as
determined in good faith by the Board of Directors of the Company shall be used
in lieu of the closing


 


13

















 


price for such
day.  The term “Trading Day” shall mean a
day on which the principal national securities exchange on which the Security
is listed or admitted to trading is open for the transaction of business or, if
the Security is not listed or admitted to trading on any national securities
exchange, a Business Day.


 


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


 


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


 


(f)                                    If
as a result of an adjustment made pursuant to Section 11(a) and
13(a), 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), inclusive,
and the provisions of Sections 7, 9, 10, 13 and 14 with respect to the
Preferred Shares shall apply on like terms to any such other shares.


 


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


 


(h)                                 Unless
the Company shall have exercised its election as provided in Section 11(i),
subject to the provisions of Sections 11(a) and 13, upon each adjustment
of the Purchase Price as a result of the calculations made in Sections 11(b) and
(c), each Right outstanding immediately prior to the making of such adjustment
shall thereafter


 


14

















 


evidence the right
to purchase, at the adjusted Purchase Price, that number of one one-hundredths
of a Preferred Share (calculated to the nearest one one-millionth of a
Preferred Share) obtained by (i) multiplying (x) the number of one
one-hundredths of a share covered by a Right immediately prior to this
adjustment by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price and (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 ten-thousandth) obtained by dividing the Purchase Price in
effect immediately prior to adjustment of the Purchase Price by the Purchase
Price in effect immediately after adjustment of the Purchase Price.  The Company shall make a public announcement
of its election to adjust the number of Rights, indicating the record date for
the adjustment, and, if known at the time, the amount of the adjustment to be
made.  This record date may be the date
on which the Purchase Price is adjusted or any day thereafter, but, if the
Right Certificates have been issued, shall be at least ten 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,
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, may bear, at the option of the Company, the adjusted Purchase Price,
and shall be registered in the names of the holders of record of Right
Certificates on the record date specified in the public announcement.


 


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


 


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


 


15

















 


validly and
legally issue fully paid and nonassessable Preferred Shares at such adjusted
Purchase Price.


 


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


 


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


 


(n)                                 The
Company shall not, at any time after the Distribution Date, (i) consolidate
with any other Person (other than a Subsidiary of the Company in a transaction
which complies with Section 11(o)), (ii) merge with or into any other
Person (other than a Subsidiary of the Company in a transaction which complies
with Section 11(o)), or (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 transaction each of which complies with Section 11(o)), if (x) at
the time of or immediately after such consolidation, merger or sale 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 or (y) prior to,
simultaneously with or immediately after such consolidation, merger or sale,
the shareholders of the Person who constitutes, 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.


 


(o)                                 The
Company, after the Distribution Date, will not, except as permitted by Section 23,
24 or 27, take (or permit any Subsidiary of the Company 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.


 


16

















 


(p)                                 Anything
in this Agreement or the Rights to the contrary notwithstanding, in the event
that at any time after the date of this Agreement and prior to the Distribution
Date, the Company shall (i) declare or pay any dividend on the Common
Shares payable in Common Shares or (ii) effect a subdivision, combination
or consolidation of the Common Shares (by reclassification or otherwise than by
payment of dividends in Common Shares) into a greater or lesser number of
Common Shares, then in any such case (i) the number of one one-hundredths
of a Preferred Share purchasable after such event upon proper exercise of each
Right shall be determined by multiplying the number of one one-hundredths of a
Preferred Share so purchasable immediately prior to such event by a fraction,
the numerator of which is the number of Common Shares outstanding immediately
before such event and the denominator of which is the number of Common Shares
outstanding immediately after such event, and (ii) each Common Share
outstanding immediately after such event shall have issued with respect to it
that number of Rights which each Common Share outstanding immediately prior to
such event had issued with respect to it. 
The adjustments provided for in this Section 11(p) shall be
made successively whenever such a dividend is declared or paid or such a
subdivision, combination or consolidation is effected.  If an event occurs which would require an
adjustment under Section 11(a)(ii) and this Section 11(p), the
adjustments provided for in this Section 11(p) shall be in addition
and prior to any adjustment required pursuant to Section 11(a)(ii).


 


Section 12.  Certificate of Adjusted Purchase Price or
Number of Shares.  Whenever an
adjustment is made as provided in Sections 11 and 13, the Company shall
promptly (a) prepare a certificate setting forth such adjustment, and a
brief statement of the facts accounting for such adjustment, (b) file with
the Rights Agent and with each transfer agent for the Common Shares or the
Preferred Shares a copy of such certificate and (c) mail a brief summary
thereof to each holder of a Right Certificate in accordance with Section 26.


 


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


 


(a)            In the
event, directly or indirectly, at any time after there is an
Acquiring Person,


 


(i)                                    the
Company shall consolidate with, or merge with and into, any other Person and
the Company shall not be the continuing or surviving corporation of such
consolidation or merger,


 


(ii)           any Person
shall consolidate with, or merge with and into, the Company, the Company shall
be the continuing or surviving corporation of such consolidation or merger and,
in connection with such consolidation or merger, all or part of the Common
Shares shall be changed into or exchanged for stock or other securities of any
other Person (or the Company) or cash or any other property,


 


(iii)          the
Company shall effect a statutory share exchange with the outstanding Common
Shares of the Company being exchanged for stock or other securities of any
other Person, cash or property, or


 


17

















 


(iv)          the Company
shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell
or otherwise transfer), in one or more transactions, assets or earning power
aggregating 50% or more of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person other than the Company or
one or more of its wholly owned Subsidiaries,


 


then,
and in each such case, except as contemplated by Section 13(e), proper
provision shall be made so that (i) each holder of a Right (except as
otherwise provided in this Agreement) shall thereafter have the right to
receive, upon the exercise thereof at a price equal to the then current
Purchase Price multiplied by the number of one one-hundredths of a Preferred
Share for which a Right is then exercisable, in accordance with the terms of
this Agreement and in lieu of Preferred Shares, such number of validly
authorized and issued, fully paid, nonassessable and freely tradable Common
Shares of the Principal Party, not subject to any liens, encumbrances, rights
of first refusal or adverse claims, as shall be equal to 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, immediately prior to
such consolidation, merger, statutory share exchange, sale or transfer,
exercisable and (y) dividing that product by 50% of the current per share
market price of the Common Shares of such Principal Party (determined pursuant
to Section 11(d)) on the date of consummation of such consolidation,
merger, statutory share exchange, sale or transfer, (ii) such Principal
Party shall thereafter be liable for, and shall assume, by virtue of such
merger, consolidation, statutory share exchange, sale or transfer, all the
obligations and duties of the Company pursuant to this Agreement; (iii) the
term “Company” shall thereafter be deemed to refer to such Principal Party; and
(iv) such Principal Party shall take such steps (including, but not
limited to, the reservation of a sufficient number of its Common Shares to
permit the exercise of all outstanding Rights) in connection with the
consummation of any such transaction as may be necessary to assure that the
provisions of this Agreement shall thereafter be applicable, as nearly as
reasonably may be, in relation to its Common Shares thereafter deliverable upon
the exercise of the Rights.


 


(b)           “Principal Party” shall
mean:


 


(i)            in
the case of any transaction described in clauses (i), (ii) or (iii) of
the first sentence of Section 13(a), the Person that is the issuer of any
securities into which Common Shares of the Company are converted in such
merger, consolidation or exchange, or if no securities are so issued, the
Person that is the other party to such merger, consolidation or exchange; and


 


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


 


provided,
however, that in any such case, (1) if the Common Shares of such
Person are not at such time or have not been continuously over the preceding
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


 


18

















 


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, unreserved Common Shares which have not been issued or are held in
treasury 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 paragraphs (a) and (b) of this Section 13 and
further providing that, as soon as practicable after the date of any such
consolidation, merger, share exchange, sale or transfer, the Principal Party
will:


 


(i)                                     prepare
and file a registration statement under the Act, with respect to the Rights and
the securities purchasable upon exercise of the Rights, on an appropriate form,
and 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 earlier of (1) the date as of which the Rights are no longer exercisable
for such securities or (2) the Final Expiration Date;


 


(ii)                                  take
such action as may be appropriate under, or to ensure compliance with, the
securities or “blue sky” laws of the various states in connection with the
exercisability of the Rights; and


 


(iii)          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.


 


(d)                                 The
Company shall not enter into any transaction of the kind referred to in this Section 13
if at the time of such transaction there are any rights, warrants, instruments
or securities outstanding or any agreements or arrangements which, as a result
of the consummation of such transaction, would substantially diminish or
otherwise eliminate the benefits intended to be afforded by the Rights.  Without limiting the generality of the
preceding sentence, in case the Principal Party which is to be a party to a
transaction of the kind referred to in this Section 13 has a provision in
any of its authorized securities or in its articles of incorporation or bylaws
or other instrument governing its corporate affairs, which provision would have
the effect of (i) causing such Principal Party to issue, in connection
with, or as a consequence of, the consummation of a transaction of the kind
referred to in this Section 13, Common Shares of such Principal Party at
less than the then current per share market price (determined pursuant to Section 11(d))
or securities exercisable for or convertible into Common Shares of such
Principal Party at less than such then current market price (other than to
holders of Rights pursuant to this Section 13) or (ii) providing for
any special payment, tax or similar provisions in connection with the issuance
of Common Shares of such Principal Party pursuant to the provisions of Section 13,
then, in such event, the Company shall not consummate any such transaction
unless prior thereto the provision in question of such Principal Party shall
have been canceled, waived or amended so as to avoid any of the effects
referred to in clauses (i) and (ii) of this paragraph, or the
authorized securities shall have been redeemed, so that the applicable
provision will have no effect in connection with, or as a consequence of, the
consummation of the proposed transaction.


 


19

















 


(e)                                  Notwithstanding
anything in this Agreement to the contrary, Section 13 shall not be
applicable to a transaction described in clauses (i), (ii) or (iii) of
Section 13(a) if (i) such transaction is consummated with a
Person or Persons who acquired Common Shares pursuant to a Permitted Offer (or
a wholly owned Subsidiary of any such Person or Persons), (ii) the price
per Common Share offered in such transaction is not less than the price per
Common Share paid to all holders of Common Shares whose shares were purchased
pursuant to such tender offer or exchange offer and (iii) the form of
consideration being offered to the remaining holders of Common Shares pursuant
to such transaction is the same as the form of consideration paid pursuant to
such tender offer or exchange offer. 
Upon consummation of any such transaction contemplated by this Section 13(e),
all Rights hereunder shall expire.


 


(f)                                    The
provisions of this Section 13 shall similarly apply to successive mergers,
consolidations, statutory share exchanges or sale or other transfers.


 


Section 14.  Fractional Rights and Fractional Shares.


 


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


 


(b)                                 The
Company shall not be required to issue fractions of Preferred Shares (other
than fractions which are integral multiples of one one-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, however, that if the Company
issues depositary receipts pursuant to any such agreement, such agreement


 


20
















 


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


 


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


 


Section 15.  Rights of Action.  All rights of action in respect of this
Agreement, excepting the rights of action given to the Rights Agent under Section 18,
are vested in the respective registered holders of the Right Certificates (and,
prior to the Distribution Date, the registered holders of the Common Shares);
and any registered holder of any Right Certificate (or, prior to the
Distribution Date, of the Common Shares), without the consent of the Rights
Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the Common Shares), may, in such holder’s own behalf and
for such holder’s own benefit, enforce, and may institute and maintain any
suit, action or proceeding against the Company to enforce, or otherwise act in
respect of, such holder’s right to exercise the Rights evidenced by such Right
Certificate in the manner provided in such Right Certificate and in this
Agreement.  Without limiting the
foregoing or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at
law for any breach of this Agreement and will be entitled to specific
performance of the obligations under, and injunctive relief against actual or
threatened violations of the obligations of any Person subject to, this
Agreement.


 


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; and


 


(c)           the Company and the Rights Agent may
deem and treat the Person in whose name the Right Certificate (or, prior to the
Distribution Date, the associated Common Shares certificate) is registered as
the absolute owner thereof and of the Rights evidenced thereby (notwithstanding
any notations of ownership or writing on the Right Certificates or the
associated Common Shares certificate made by anyone other than the 


 


21

















 


Company or the
Rights Agent) for all purposes whatsoever, and neither the Company nor the
Rights Agent shall be affected by any notice to the contrary.


 


Section 17.  Right Certificate Holder Not Deemed a
Shareholder.  No holder, as such, of
any Right Certificate shall be entitled to vote, receive dividends or be deemed
for any purpose the holder of the Preferred Shares or any other securities of
the Company which may at any time be issuable on the exercise of the Rights
represented thereby, nor shall anything contained herein or in any Right
Certificate be construed to confer upon the holder of any Right Certificate, as
such, any of the rights of a 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), 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 of this
Agreement.


 


Section 18.  Concerning the Rights Agent.


 


(a)           The Company will 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
will indemnify the Rights Agent for, and to hold it harmless against, any loss,
liability, or expense, incurred without negligence, bad faith or willful
misconduct on the part of the Rights Agent, for anything done or omitted by the
Rights Agent in connection with the acceptance and administration of this
Agreement, including the costs and expenses of defending against any claim of
liability in the premises.


 


(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 for depositary receipts evidencing fractional interests in
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.


 


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 to
this Agreement, provided that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of Section 21.  In case at the time such successor 


 


22

















 


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 any one of
the Chairman of the Board, the President, any Vice President, the Treasurer or
the Secretary of the Company and delivered to the Rights Agent; and such
certificate shall be full authorization to the Rights Agent for any action
taken or suffered in good faith by it under the provisions of this Agreement in
reliance upon such certificate.


 


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


 


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


 


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


 


23

















 


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)) 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, or the ascertaining of the
existence of facts that would require any such change or adjustment (except
with respect to the exercise of Rights evidenced by Right Certificates after
receipt of actual notice from the Company stating that a change or adjustment
is required and specifying the manner and amount thereof); nor shall it by any
act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any Preferred Shares to be issued pursuant to
this Agreement or any Right Certificate or as to whether any Preferred Shares
will, when issued, be validly authorized and issued, fully paid and
nonassessable.


 


(f)            The Company 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 President, any
Vice President, the Secretary or the Treasurer of the Company, and to apply to
such officers for advice or instructions in connection with its duties, and it
shall not be liable for any action taken or suffered to be taken 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 any
of the Rights or other securities of the Company or become pecuniarily
interested in any transaction in which the Company may be interested, or
contract with or lend money to the Company or otherwise act as fully and freely
as though it were not Rights Agent under this Agreement.  Nothing herein shall preclude the Rights
Agent 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.


 


(j)            No provision of this Agreement shall
require the Rights Agent to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder or in the
exercise of its rights if there shall be reasonable grounds 


 


24

















 


for believing that
repayment of such funds or adequate indemnification against such risk or
liability is not reasonably assured to it.


 


Section 21.  Change of Rights Agent.  The Rights Agent or any successor Rights
Agent may resign and be discharged from its duties under this Agreement upon 30
days’ notice in writing mailed to the Company and to each transfer agent of the
Common Shares and Preferred Shares by registered or certified mail, and to the
holders of the Right Certificates by first-class mail.  The Company may remove the Rights Agent or
any successor Rights Agent upon 30 days’ notice in writing, mailed to the
Rights Agent or successor Rights Agent, as the case may be, and to each
transfer agent of the Common Shares and Preferred Shares by registered or
certified 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 such holder’s Right Certificate for
inspection by the Company), then the registered holder of any Right Certificate
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent.  Any successor Rights
Agent, whether appointed by the Company or by such a court, shall be (a) a
corporation organized and doing business under the laws of the United States or
of the State of Minnesota or New York (or of any other state of the United
States so long as such corporation is authorized to do business as a banking
institution in the State of Minnesota or New York), in good standing, having an
office in the State of Minnesota or New York, 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 or is a
subsidiary of a corporation 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 Preferred Shares.  Failure to give any notice provided for in
this Section 21, however, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the Rights Agent or the
appointment of the successor Rights Agent, as the case may be.


 


Section 22.  Issuance of New Right Certificates.  Notwithstanding any of the provisions of this
Agreement or of the Rights to the contrary, the Company may, at its option,
issue new Right Certificates evidencing Rights in such form as may be approved
by 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.    In addition, in
connection with the issuance or sale of Common Shares after the Distribution
Date, the Company shall, with respect to Common Shares issued upon the
exercise, conversion or exchange of securities hereinafter issued by the
Company and outstanding on the Distribution Date, issue Rights Certificates
representing 


 


25

















 


the appropriate number of rights in connection with
such issuance; provided, however, that (i) no such Rights Certificate
shall be issued if, and to the extent that, the Company shall be advised by
counsel that such issuance would create a significant risk of material adverse
tax consequences to the Company or the Person to whom such Right Certificate
would be issued, and (ii) no such Right Certificate shall be issued if,
and to the extent that, appropriate adjustment shall otherwise have been made
in lieu of the issuance thereof.


 


Section 23.  Redemption.


 


(a) The Board of Directors of the Company may, at its option, at
any time prior to such time as any Person becomes an Acquiring Person, redeem
all but not less than all of the then outstanding Rights at a redemption price
of $0.01 per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date of this Agreement
(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 and on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.


 


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


 


Section 24.  Exchange.


 


(a)           The Board of
Directors of the Company may, at its option, at any time after any Person
becomes an Acquiring Person, exchange all or part of the then outstanding and
exercisable Rights (which shall not include Rights that have become void
pursuant to the provisions of Section 11(a)(ii)) for Common Shares 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
of this Agreement (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 an Exempt Person) together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of 50%
or more of the Common Shares then outstanding.


 


26

















 


(b)           Immediately upon the
action of the Board of Directors of the Company ordering the exchange of any
Rights pursuant to paragraph (a) of this Section 24 and without any
further action and without any notice, the right to exercise such Rights shall
terminate and the only right thereafter of a holder of such Rights shall be to
receive that number of Common Shares equal to the number of such Rights held by
such holder multiplied by the Exchange Ratio. 
The Company shall promptly give public notice of any such exchange; 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 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 outstanding and exercisable Rights (other than
Rights which have become void pursuant to the provisions of Section 11(a)(ii))
held by each holder of Rights.


 


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


 


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


 


Section 25.  Notice of Certain Events.


 


(a)           In case the Company
shall propose (i) to pay any dividend payable in stock of any class to the
holders of its Preferred Shares or to make any other distribution to the
holders of its Preferred Shares (other than a regular quarterly cash dividend),
(ii) to offer to the holders of its 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 its Preferred Shares (other than a reclassification
involving only the subdivision of outstanding Preferred Shares), (iv) to
effect any consolidation or merger into or with, or to effect any sale or other
transfer (or to permit one or more of its Subsidiaries to effect 


 


27

















 


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


 


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


 


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


 


Hickory Tech
Corporation


P.O. Box 3248


221 East Hickory
Street


Mankato, Minnesota
56002-3248


 


Subject
to the provisions of Section 21, 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:


 


Wells Fargo Bank,
National Association


P.O. Box 738


161 North Concord
Exchange


South St. Paul,
Minnesota  55705-0738


 


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 


 


28

















 


first-class
mail, postage prepaid, addressed to such holder at the address of such holder
as shown on the registry books of the Company.


 


Section 27.  Supplements and Amendments.  The Company may from time to time supplement
or amend this Agreement without the approval of any holders of Right
Certificates in order (i) to extend the Final Expiration Date or, provided
that at the time of such amendment no Person has become an Acquiring
Person, the period during which the Rights may be redeemed, (ii) to cure
any ambiguity, to correct or supplement any provision contained herein which
may be defective or inconsistent with any other provisions of this Agreement, (iii) prior
to the time that any Person becomes an Acquiring Person, to otherwise change or
supplement any provision in this Agreement in any manner which the Company may
deem necessary or desirable, or (iv) subject to clause (i) of this Section 27,
from and after the time that any Person becomes an Acquiring Person, to
otherwise change or supplement any provision in this Agreement 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).


 


Section 28.  Review by Independent Directors.  A committee of Independent Directors (the “Committee”),
which shall be the Governance/Nominating Committee of the Board of Directors of
the Company (or any successor committee) as long as the members of such
committee meet such requirements, shall review and evaluate this Agreement in
order to consider whether the maintenance of this Agreement continues to be in
the best interests of the Company and the stockholders of the Company.  Such review shall occur at least once every
three years, or sooner than that if any Person shall have made a proposal to
the Company or its shareholders, or taken any other action that, if effective,
could cause such Person to become an Acquiring Person hereunder, unless a
majority of the members of the Committee determine that such review and
evaluation are not appropriate after giving due regard to all relevant circumstances.  Following each review of this Agreement, the
Committee shall communicate its conclusions to the full Board of Directors of
the Company, including any recommendation in light thereof as to whether this
Agreement should be modified or the Rights should be redeemed.  The Committee, when considering whether this
Agreement should be modified or the Rights should be redeemed, shall have the
power and authority (a) to set their own agenda, (b) to retain, at
the expense of the Company, its choice of legal counsel, investment bankers and
other advisors and (c) to review all information of the Company and to
consider any and all factors it deems relevant to an evaluation of whether this
Agreement should be modified or the Rights should be redeemed.


 


Section 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 other than the Company, the Rights Agent and the
registered holders of the Right Certificates (and, prior to the Distribution
Date, the Common Shares) any legal or equitable right, remedy or claim under
this Agreement; but this Agreement shall be for the sole and exclusive benefit
of the Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, the Common Shares).


 


29

















 


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 Minnesota 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 of this Agreement.


 


30

















 


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


 


	
   

  	
  HICKORY TECH
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ John W. Finke

  
	
   

  	
   

  	
  Its

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK,

  
	
   

  	
  NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Martin J. Knapp

  
	
   

  	
   

  	
  Its

  	
  Assistant Vice
  President

  



 


31

















 


Exhibit A


 


CERTIFICATE OF
DESIGNATIONS


OF


SERIES A JUNIOR PARTICIPATING PREFERRED STOCK


OF


HICKORY TECH CORPORATION


 


The undersigned hereby certifies that the Board of Directors of Hickory
Tech Corporation (the “Corporation”), a corporation organized and existing
under the Minnesota Business Corporation Act, duly adopted the following
resolution on February 25, 1999:


 


RESOLVED, that a series of preferred stock of the Corporation is hereby
created, and the designation and amount thereof and the relative rights and
preferences of the shares of such series, are as follows:


 


Section 1.  Designation
and Amount.  The shares of such
series shall be designated as “Series A Junior Participating Preferred
Stock” (the “Preferred Shares”) and the number of shares constituting the
Preferred Shares shall be 1,000,000. 
Such number of shares may be increased or decreased by resolution of the
Board of Directors and any necessary shareholder approval; provided, however,
that no decrease shall reduce the number of shares of Preferred Shares to a
number less than the number of shares then outstanding plus the number of
shares reserved for issuance upon the exercise of outstanding options, rights
or warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Preferred Shares.


 


Section 2.  Dividends and
Distributions.


 


(a)           Subject to the
rights of the holders of any shares of any series of preferred stock (or any
similar stock) ranking prior and superior to the Preferred Shares with respect
to dividends, the holders of Preferred Shares, in preference to the holders of
Common Stock, no par value per share (the “Common Stock”), of the Corporation,
and of any other junior stock, shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the first day of March, June, September and
December 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 Preferred
Shares, 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 non-cash dividends or other distributions, other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock since
the immediately preceding Quarterly Dividend Payment Date or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Preferred Shares.  In the event the Corporation shall at any
time after March 12, 1999, 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)
into a greater or lesser number of shares of Common Stock, then in each such
case the amount to which holders of shares of Preferred Shares 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 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 Preferred Shares as provided in
paragraph (a) of this Section immediately after it declares a
dividend or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding 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 Preferred Shares shall nevertheless be
payable, out of funds legally available for such purpose, on such subsequent
Quarterly Dividend Payment Date.


 


(c)           Dividends shall
begin to accrue and be cumulative on outstanding shares of Preferred Shares
from their date of issue.  Accrued but
unpaid dividends shall not bear interest. 
Dividends paid on the shares of Preferred Shares 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
Preferred Shares entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be not more than 60 days prior to the
date fixed for the payment thereof.


 


Section 3.  Voting Rights.


 


(a)           Subject to the
provision for adjustment hereinafter set forth, each Preferred Share 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 after March 12, 1999, 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) 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 Preferred Shares were entitled
immediately prior to such event shall be adjusted by multiplying such number by
a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.


 


(b)           Except as otherwise
provided herein or by law, the holders of Preferred Shares and the holders of
Common Stock and any other capital stock of the Corporation having general
voting rights shall vote together as one class on all matters submitted to a
vote of shareholders of the Corporation.


 


A-2

















 


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


 


Section 4.  Certain
Restrictions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


A-3

















 


subject to the conditions and restrictions on issuance
set forth herein, in the Articles of Incorporation, or in any other certificate
of designation creating a series of preferred stock or any similar stock or as
otherwise required by law.


 


Section 6.  Liquidation,
Dissolution or Winding Up.  Upon any
liquidation, dissolution or winding up of the Corporation, no distribution
shall be made (1) to the holders of shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding up) to the
Preferred Shares unless, prior thereto, the holders of Preferred Shares shall
have received the greater of (i) $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, or (ii) 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 Common
Stock, or (2) to the holders of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Preferred
Shares, except distributions made ratably on the Preferred Shares and all such
parity stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding up.  In the event the Corporation shall at any
time after March 12, 1999, 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) 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 Preferred
Shares were entitled immediately prior to such event under clause (1)(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
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.


 


Section 7.  Consolidation,
Merger, etc.  In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case each share
of Preferred Shares shall at the same time be similarly exchanged or changed
into an amount per share, subject to the provision for adjustment hereinafter
set forth, equal to 100 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which or
for which each share of Common Stock is changed or exchanged.  In the event the Corporation shall at any
time after March 12, 1999, 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) into a greater or lesser number of shares of Common Stock, then in
each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Preferred Shares shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.


 


Section 8.  No Redemption.  The Preferred Shares shall not be redeemable.


 


A-4

















 


Section 9.  Rank.  The Preferred Shares shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all
series of any other class of the Corporation’s preferred stock.


 


Section 10.  Fractional
Shares.  Preferred Shares may be
issued in fractions of a share which are integral multiples of one
one-hundredth of a share which shall entitle the holder, in proportion to such
holder’s fractional shares, to receive dividends, participate in distributions
and to have the benefit of all other rights of holders of Preferred Shares.


 


Section 11.  Amendment.  The Articles of Incorporation of the Corporation
shall not be amended in any manner which would materially alter or change the
powers, preferences or rights of the Preferred Shares so as to affect them
adversely without the affirmative vote of the holders of at least two-thirds of
the outstanding shares of Preferred Shares, voting together as a single class.


 


IN WITNESS WHEREOF, I have subscribed my name this 25th day of
February, 1999.


 


	
   

  	
  HICKORY TECH
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   David A.
  Christensen

  
	
   

  	
   

  	
   Secretary

  



 


A-5

















 


Exhibit B


 


FORM OF RIGHT CERTIFICATES


 


Certificate No. R-___ _________ Rights


 


NOT
EXERCISABLE AFTER [FINAL EXPIRATION DATE] OR EARLIER IF REDEMPTION OR EXCHANGE
OCCURS.  THE RIGHTS ARE SUBJECT TO
REDEMPTION AT $0.01 PER RIGHT (SUBJECT TO ADJUSTMENT) AND TO EXCHANGE ON THE
TERMS SET FORTH IN THE RIGHTS AGREEMENT. 
UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS
BENEFICIALLY OWNED BY A PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN
AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT) AND SUBSEQUENT HOLDERS OF SUCH RIGHTS MAY BECOME NULL
AND VOID.


 


RIGHT CERTIFICATE


 


HICKORY TECH CORPORATION


 


This certifies that _______________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Rights Agreement, dated as of February 25, 1999 as amended and
restated effective March 12, 2009 (the “Rights Agreement”), between
Hickory Tech Corporation, a Minnesota corporation (the “Company”), and Wells
Fargo Bank, National Association (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., Minneapolis time, on  March 12,
2019 at the office or offices of the Rights Agent designated for such
purpose, or of its successor as Rights Agent, one one-hundredth of a fully paid
non-assessable share of Series A Junior Participating Preferred Stock, no
par value per share (the “Preferred Shares”), of the Company, at a purchase
price of $30.00 (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 March 12,
2009, 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 office or offices of the Rights Agent and will
be mailed without charge by the Company or the Rights Agent to the holder of
this certificate promptly following receipt by the Company or the Rights Agent
of a written request therefor.


 


From and after the date that any Person becomes an Acquiring Person,
any Rights that are or were acquired or beneficially owned by any Acquiring
Person (or any Associate or Affiliate of such Acquiring Person) (as such terms
are defined in the Rights Agreement) shall be void and any holder of such
Rights shall thereafter have no right to exercise such Rights under any
provision of this Agreement.


 


This Right Certificate, with or without other Right Certificates, upon
surrender at the office or offices of the Rights Agent designated for such
purpose, may be exchanged for another Right Certificate or Right Certificates of
like tenor and date evidencing Rights entitling the holder to purchase a like
aggregate number of 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 (i) may, but are not required to, be redeemed by the
Company at a redemption price of $0.01  per
Right, subject to adjustment as provided in the Rights Agreement, and (ii) may,
but are not required to, be exchanged by the Company in whole or in part for
Common Shares.


 


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 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 manual or facsimile signature of the proper officer of the
Company.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HICKORY TECH
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   John W. Finke

  
	
   

  	
   

  	
   

  	
   President and
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
   David A. Christensen

  	
   

  	
   

  
	
   

  	
   Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Countersigned for
  purposes

  	
   

  	
   

  
	
  of authentication only:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WELLS FARGO BANK,

  	
   

  	
   

  
	
  NATIONAL
  ASSOCIATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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 ______________________________ (print
name of transferee) ____________________________________________________
(print 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.


 


Please insert social
security


number taxpayer identification

number or other identifying number: _________________________________________________________________________


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature

  	
   

  
	
   

  	
   

  
	
  Signature Guaranteed:

  	
   

  
								



 


The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program),
pursuant to S.E.C. Rule 17Ad-15.


 


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:   Hickory Tech Corporation


 


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


 


Please insert social
security


number, taxpayer identification

number 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,

taxpayer identification

or other identifying number: ____________________________________________________________________________________


 


___________________________________________________________________________________________________________


(Please print name and address)


 


___________________________________________________________________________________________________________


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guaranteed:

  	
   

  
									



 


The signature(s) should be guaranteed by an
eligible guarantor institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an approved signature
guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.


 


B-5

















 


Exhibit C


 


HICKORY TECH CORPORATION


 


SUMMARY OF RIGHTS TO PURCHASE


PREFERRED SHARES


 


On February 25, 1999, the Board of Directors of Hickory Tech
Corporation (the “Company”), declared a dividend of one preferred share
purchase right (a “Right”) per share for each outstanding share of Common
Stock, no par value per share (the “Common Shares”), of the Company.  The dividend was payable to shareholders of
record on March 12, 1999 (the “Record Date”).  The terms of the Rights are set forth in a
Rights Agreement (the “Rights Agreement”), dated February 25, 1999, as
amended and restated effective March 12, 2009, between the Company and
Wells Fargo Bank, National Association, as Rights Agent (the “Rights Agent”).


 


Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a share of Series A Junior Participating Preferred
Stock, no par value per share (the “Preferred Shares”), of the Company at a
price of $30.00 per one-hundredth of a Preferred Share (the “Purchase Price”),
subject to adjustment.


 


Initially, the Rights will be evidenced by the certificates representing
Common Shares then outstanding and no separate Right Certificates will be
distributed.  The Rights will separate
from the Common Shares, and a Distribution Date for the Rights will occur, upon
the earlier of:  (i) the first date
of public announcement that a Person or group of affiliated or associated
Persons has become an “Acquiring Person” (i.e.,
has become, subject to certain exceptions, the beneficial owner of
15% or more of the outstanding Common Shares (other than as a result of a
Permitted Offer and subject to certain exceptions)) and (ii) the close of
business on the 10th day following the commencement or public announcement of a
tender offer or exchange offer, the consummation of which would result in a
person or group of affiliated or associated persons becoming an Acquiring
Person.


 


A “Permitted Offer” is a tender offer or an exchange offer for all
outstanding Common Shares of the Company determined by the Board of Directors
of the Company, after receiving such advice as it deems necessary and giving
due consideration to all relevant factors, to be in the best interests of the
Company and its shareholders.


 


Until the Distribution Date, (i) the Rights will be evidenced by
the Common Share certificates and will be transferred with and only with the
Common Shares, (ii) new Common Share certificates issued after the Record
Date upon transfer or new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference, and (iii) the surrender
for transfer of any Common Share certificate, even without such notation or a
copy of this Summary of Rights attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate.


 

















 


As promptly 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 March 12,
2019, unless extended or earlier redeemed or exchanged by the Company as
described below.  No fraction of a
Preferred Share (other than fractions in integral multiples of one
one-hundredth of a share) will be issued and, in lieu thereof, an adjustment in
cash will be made based on the closing price on the last trading date prior to
the date of exercise.


 


The Purchase Price payable and the number of Preferred Shares 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, options or
warrants to subscribe for or purchase Preferred Shares or convertible
securities at 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 periodic cash dividends
or dividends payable in Preferred Shares) or of subscription rights or warrants
(other than those described in clause (ii) of this paragraph).  With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative adjustments require an
adjustment of at least 1% in the Purchase Price.


 


The number of outstanding Rights and the number of Preferred Shares
issuable upon exercise of the Rights 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 exercise of the 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 $100.00 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 subject
to adjustment in the event of a stock dividend on the Common Shares or a
subdivision, combination or consolidation of the Common Shares.


 


In the event any Person becomes an Acquiring Person, each holder of a
Right shall thereafter have a right to receive, upon exercise thereof at the
then current aggregate exercise price, in lieu of Preferred Shares, such number
of Common Shares of the Company having a current aggregate market price equal
to twice the current aggregate exercise price. 
In the event 


 


C-2

















 


that at any time after there is an Acquiring Person
the Company is acquired in certain mergers or other business combination
transactions or 50% or more of the assets or earning power of the Company and
its subsidiaries (taken as a whole) are sold, holders of the Rights will
thereafter have the Right to receive, upon exercise thereof at the then current
aggregate exercise price, such number of Common Shares of the acquiring company
(or, in certain cases, one of its affiliates) having a current aggregate market
price equal to twice the current aggregate exercise price.


 


At any time after a Person becomes an Acquiring Person (subject to
certain exceptions), and prior to the acquisition by a Person of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange all or part of the Rights for Common Shares at an exchange ratio of
one Common Share per right, subject to adjustment.


 


At any time before a Person has become an Acquiring Person, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $0.01 per Right (the “Redemption Price”), subject to
adjustment.  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.


 


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
dated March 12, 2009.  A copy of the
Rights Agreement is available free of charge from the Company by contacting the
Secretary at Hickory Tech Corporation, P.O. Box 3248, 221 East Hickory
Street, Mankato, Minnesota 56002-3248. 
This summary of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement.


 


C-3