Exhibit 4.1 Shareholders Rights Agreement


    
      

    

                                                                                                    Exhibit
      4.1

     

     

    SHAREHOLDERS
      RIGHTS AGREEMENT

     

    This
      Shareholders Rights Agreement (this “Rights
      Agreement”)
      is
      made and entered into as of April 11, 2007, by and between Genco Shipping &
Trading Limited, a Marshall Islands corporation (the “Company”),
      and
      Mellon Investor Services LLC, a New Jersey limited liability company, as Rights
      Agent (the “Rights
      Agent”).

     

    WHEREAS,
      the Board of Directors of the Company (the “Board”)
      has
      (a) authorized and declared a dividend of one right (the “Right”)
      for
      each share of the Company’s common stock, par value $.01 per share (the “Common
      Stock”) held of record as of the Close of Business (as hereinafter defined) on
      April 11, 2007 (the “Record
      Date”)
      and
      (b) has further authorized the issuance of one Right in respect of each share
      of
      Common Stock that shall become outstanding (i) at any time between the Record
      Date and the earliest of the Distribution Date, the Redemption Date or the
      Final
      Expiration Date (as such terms are hereinafter defined) or (ii) upon the
      exercise or conversion, prior to the earlier of the Redemption Date or the
      Final
      Expiration Date, of any option or other security exercisable for or convertible
      into shares of Common Stock, which option or other such security is outstanding
      on the Distribution Date; and

     

    WHEREAS,
      each Right represents the right of the holder thereof to purchase one
      one-thousandth of a share of Series A Preferred Stock (as such number may
      hereafter be adjusted pursuant to the provisions hereof), upon the terms and
      subject to the conditions set forth herein, having the rights, preferences
      and
      privileges set forth in the Certificate of Designations of Series A Preferred
      Stock, attached hereto as Exhibit
      A.

     

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

     

    1.    Certain
      Definitions.

     

    “Acquiring
      Person”
shall
      mean any Person, other than Oaktree Capital Management, LLC and its related
      entities, Peter C. Georgiopoulos, or any Person who acquires Common Stock
      through a Permitted Offer, who or which, together with all Affiliates and
      Associates of such Person, shall be the Beneficial Owner of 15% or more of
      the
      shares of Common Stock then outstanding, but shall not include the Company,
      any
      Subsidiary of the Company or any employee benefit plan of the Company or of
      any
      Subsidiary of the Company, or any Person holding shares of Common Stock for
      or
      pursuant to the terms of any such plan. Notwithstanding the foregoing, no Person
      shall be deemed to be an Acquiring Person as the result of an acquisition of
      shares of Common Stock by the Company which, by reducing the number of shares
      outstanding, increases the proportionate number of shares beneficially owned
      by
      such Person to 15% or more of the shares of Common Stock of the Company then
      outstanding; provided,
      however,
      that a
      Person who (i) becomes the Beneficial Owner of 15% or more of the shares of
      Common Stock of the Company then outstanding by reason of share purchases by
      the
      Company and (ii) then after such share purchases by the Company, becomes the
      Beneficial Owner of any additional shares of Common Stock of the Company (other
      than pursuant to a dividend or distribution paid or made by the Company on
      the
      outstanding shares of Common Stock in shares of Common Stock or pursuant to
      a
      split or subdivision of the

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    outstanding
      shares of Common Stock), such Person shall be deemed to be an Acquiring Person
      unless upon becoming the Beneficial Owner of such additional shares of Common
      Stock of the Company such Person does not beneficially own 15% or more of the
      shares of Common Stock of the Company then outstanding. Notwithstanding the
      foregoing, (i) if the Company’s Board of Directors determines in good faith that
      a Person who would otherwise be an “Acquiring Person,” as defined herein, has
      become such inadvertently (including, without limitation, because (A) such
      Person was unaware that it beneficially owned a percentage of the shares of
      Common Stock that would otherwise cause such Person to be an “Acquiring Person,”
as defined herein, or (B) such Person was aware of the extent of the shares
      of
      Common Stock it beneficially owned but had no actual knowledge of the
      consequences of such beneficial ownership under this Agreement) and without
      any
      intention of changing or influencing control of the Company, and if such Person
      divested or divests as promptly as practicable a sufficient number of shares
      of
      Common Stock so that such Person would no longer be an “Acquiring Person,” as
      defined herein, then such Person shall not be deemed to be or to have become
      an
“Acquiring Person” for any purposes of this Agreement; and (ii) if, as of the
      date hereof, any Person is the Beneficial Owner of 15% or more of the shares
      of
      Common Stock outstanding, such Person shall not be or become an “Acquiring
      Person,” as defined herein, unless and until such time as such Person shall
      become the Beneficial Owner of additional shares of Common Stock (other than
      pursuant to a dividend or distribution paid or made by the Company on the
      outstanding shares of Common Stock in shares of Common Stock or pursuant to
      a
      split or subdivision of the outstanding shares of Common Stock), unless, upon
      becoming the Beneficial Owner of such additional shares of Common Stock, such
      Person is not then the Beneficial Owner of 15% or more of the shares of Common
      Stock then outstanding.

     

    “Adjustment
      fraction”
shall
      have the meaning set forth in Section 11(a)(i) hereof.

     

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

     

    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, for purposes of Section 13(d) of the
                Exchange Act and Rule 13d-3 thereunder (or any comparable or successor
                law
                or regulation); 

            


    

    
      	 	
              (ii)

            	
              which
                such Person or any of such Person’s Affiliates or Associates has (A) the
                right to acquire (whether such right is exercisable immediately or
                only
                after the passage of time) pursuant to any agreement, arrangement
                or
                understanding (other than customary agreements with and between
                underwriters and selling group members with respect to a bona fide
                public
                offering of securities), or upon the exercise of conversion rights,
                exchange rights, rights (other than the Rights), warrants or options,
                or
                otherwise; provided,
                however,
                that a Person shall not be deemed pursuant to this subsection (ii)(A)
                to
                be the Beneficial Owner of, or to

            


    

    
      	 	
               

            	 


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    beneficially
      own, (1) 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 (2)
      securities which a Person or any of such Person’s Affiliates or Associates may
      be deemed to have the right to acquire pursuant to any merger or other
      acquisition agreement between the Company and such Person (or one or more of
      its
      Affiliates or Associates) if such agreement has been approved by the Board
      of
      Directors of the Company prior to there being an Acquiring Person; or (B) the
      right to vote pursuant to any agreement, arrangement or understanding;
provided,
      however,
      that a
      Person shall not be deemed the Beneficial Owner of, or to beneficially own,
      any
      security under this subsection (ii)(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 of the Exchange Act and (2) is not also then reportable on Schedule
      13D under the Exchange Act (or any comparable or successor report);
      or

    
      	 	
              (iii)

            	
              which
                are beneficially owned, directly or indirectly, by any other Person
                (or
                any Affiliate or Associate thereof) with which such Person or any
                of such
                Person’s Affiliates or Associates has any agreement, arrangement or
                understanding, whether or not in writing (other than customary agreements
                with and between underwriters and selling group members with respect
                to a
                bona fide public offering of securities) for the purpose of acquiring,
                holding, voting (except to the extent contemplated by the proviso
                to
                subsection (ii)(B) above) or disposing of any securities of the Company;
                provided,
                however,
                that in no case shall an officer or director of the Company be deemed
                (x)
                the Beneficial Owner of any securities beneficially owned by another
                officer or director of the Company solely by reason of actions undertaken
                by such persons in their capacity as officers or directors of the
                Company
                or (y) the Beneficial Owner of securities held of record by the trustee
                of
                any employee benefit plan of the Company or any Subsidiary of the
                Company
                for the benefit of any employee of the Company or any Subsidiary
                of the
                Company, other than the officer or director, by reason of any influence
                that such officer or director may have over the voting of the securities
                held in the plan. 

            


    

     

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

     

    “Common
      Stock”
shall
      have the meaning set forth in the preamble. Common Stock when used with
      reference to any Person other than the Company shall mean the capital stock
      (or
      equity interest) with the greatest voting power of such other Person or, if
      such
      other Person is a Subsidiary of another Person, the Person or Persons which
      ultimately control such first-mentioned Person. 

     

    “Common
      Stock Equivalents”
shall
      have the meaning set forth in Section 11(a)(iii) hereof. 

     

    “Company”
shall
      have the meaning set forth in the preamble, subject to the terms of Section
      13(a)(iii)(C) hereof.

     

    “Current
      Per Share Market Price”
of
      any
      security (a “Security” for purposes of this definition), for all computations
      other than those made pursuant to Section 11(a)(iii) hereof, shall mean the
      average of the daily closing prices per share of such Security for the thirty
      (30) consecutive Trading Days immediately prior to such date, and for purposes
      of computations made pursuant to Section 11(a)(iii) hereof, the Current Per
      Share Market Price of any Security on any date shall be deemed to be the average
      of the daily closing prices per share of such Security for the ten (10)
      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
      (i)
      a dividend or distribution on such Security payable in shares of such Security
      or securities convertible into such shares or (ii) any subdivision, combination
      or reclassification of such Security, and prior to the expiration of the
      applicable thirty (30) Trading Day or ten (10) Trading Day period, 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 sale price or, if such last sale
      price is not reported, 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 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 date no market maker is making a market in the
      Security, the fair value of such shares on such date as determined in good
      faith
      by the Board of Directors of the Company shall be used. If the Preferred Shares
      are not publicly traded, the Current Per Share Market Price of the Preferred
      Shares shall be conclusively

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    deemed
      to
      be the Current Per Share Market Price of the shares of Common Stock as
      determined pursuant to this definition, as appropriately adjusted to reflect
      any
      stock split, stock dividend or similar transaction occurring after the date
      hereof, multiplied by 1000. If the Security is not publicly held or so listed
      or
      traded, Current Per Share Market Price shall mean the fair value per share
      as
      determined in good faith by the Board of Directors of the Company, whose
      determination shall be described in a statement filed with the Rights Agent
      and
      shall be conclusive for all purposes. 

     

    “Current
      Value”
shall
      have the meaning set forth in Section 11(a)(iii) hereof.

     

    “Distribution
      Date”
shall
      mean the earlier of (i) the Close of Business on the tenth day after the Shares
      Acquisition Date (or, if the tenth day after the Shares Acquisition Date occurs
      before the Record Date, the Close of Business on the Record Date) or (ii) the
      Close of Business on the tenth Business Day (or such later date as may be
      determined by action of the Company’s Board of Directors) after the date that a
      tender or exchange offer by any Person (other than the Company, any Subsidiary
      of the Company, any employee benefit plan of the Company or of any Subsidiary
      of
      the Company, or any Person or entity organized, appointed or established by
      the
      Company for or pursuant to the terms of any such plan) is first published or
      sent or given within the meaning of Rule 14d-2(a) of the General Rules and
      Regulations under the Exchange Act, if, assuming the successful consummation
      thereof, such Person would be an Acquiring Person. 

     

    “Equivalent
      Shares”
shall
      mean Preferred Shares and any other class or series of capital stock of the
      Company which is entitled to the same rights, privileges and preferences as
      the
      Preferred Shares.

     

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

     

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

     

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

     

    “Expiration
      Date”
shall
      mean the earliest to occur of: (i) the Close of Business on the Final Expiration
      Date, (ii) the Redemption Date, or (iii) the time at which the Board of
      Directors orders the exchange of the Rights as provided in Section 24 hereof.
      

     

    “Final
      Expiration Date”
shall
      mean February 21,
      2015.
      

     

    “Nasdaq”
shall
      mean the National Association of Securities Dealers, Inc. Automated Quotations
      System.

     

    “Permitted
      Offer”
shall
      mean a tender or exchange offer for all the outstanding shares of Common Stock
      at a price and on terms that a majority of the members of the board of directors
      who are independent from the acquiring person or the person making the offer
      determines to be fair to and otherwise in the best interest of the Company
      and
      its shareholders.

     

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

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    “Post-event
      Transferee”
shall
      have the meaning set forth in Section 7(e) hereof. 

     

    “Preferred
      Shares”
shall
      mean shares of Series A Preferred Stock, $0.01 par value, of the Company.


     

    “Pre-event
      Transferee”
shall
      have the meaning set forth in Section 7(e) hereof. 

     

    “Principal
      Party”
shall
      have the meaning set forth in Section 13(b) hereof.

     

    “Record
      Date”
shall
      have the meaning set forth in the recitals at the beginning of this Rights
      Agreement. 

     

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

     

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

     

    “Rights
      Agent”
shall
      mean Mellon Investor Services LLC, or its successor or replacement as provided
      in Sections 19 and 21 hereof. 

     

    “Rights
      Certificate”
shall
      mean a certificate substantially in the form attached hereto as Exhibit
      B.
      

     

    “Section
      11(a)(ii) Trigger Date”
shall
      have the meaning set forth in Section 11(a)(iii) hereof. 

     

    “Section
      13 Event”
shall
      mean any event described in clause (i), (ii) or (iii) of Section 13(a) hereof.
      

     

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

     

    “Shares
      Acquisition Date”
shall
      mean the first date of public announcement (which, for purposes of this
      definition, shall include, without limitation, a report filed pursuant to
      Section 13(d) under the Exchange Act) by the Company or an Acquiring Person
      that
      an Acquiring Person has become such; provided that, if such Person is determined
      not to have become an Acquiring Person as defined herein, then no Shares
      Acquisition Date shall be deemed to have occurred. 

     

    “Spread”
shall
      have the meaning set forth in Section 11(a)(iii) hereof. 

     

    “Subsidiary”
of
      any
      Person shall mean any corporation or other entity of which an amount of voting
      securities sufficient to elect a majority of the directors or Persons having
      similar authority of such corporation or other entity is beneficially owned,
      directly or indirectly, by such Person, or any corporation or other entity
      otherwise controlled by such Person. 

     

    “Substitution
      Period”
shall
      have the meaning set forth in Section 11(a)(iii) hereof. 

     

    “Summary
      of Rights”
shall
      mean a summary of this Agreement substantially in the form attached hereto
      as
Exhibit
      C.
      

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    “Total
      Exercise Price”
shall
      have the meaning set forth in Section 4(a) hereof. 

     

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

     

    A
      “Triggering
      Event”
shall
      be deemed to have occurred upon any Person, becoming an Acquiring Person.


     

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

     

    3.    Issuance
      of Rights Certificates.

     

    (a) Until
      the
      Distribution Date, (i) the Rights will be evidenced (subject to the provisions
      of Sections 3(b) and 3(c) hereof) by the certificates for shares of Common
      Stock
      registered in the names of the holders thereof (which certificates shall also
      be
      deemed to be Rights Certificates) and not by separate Rights Certificates and
      (ii) the right to receive Rights Certificates will be transferable by, and
      only
      in connection with the transfer of shares of Common Stock. Until the earlier
      of
      the Distribution Date or the Expiration Date, the surrender for transfer of
      certificates for shares of Common Stock shall also constitute the surrender
      for
      transfer of the Rights associated with the shares of Common Stock represented
      thereby. As soon as practicable after the Distribution Date, the Company will
      prepare and execute, the Rights Agent will countersign, and the Company will
      send or cause to be sent (and the Rights Agent will, if requested and provided
      with all necessary information, send) by first-class, postage-prepaid mail,
      to
      each record holder of shares of Common Stock as of the Close of Business on
      the
      Distribution Date, at the address of such holder shown on the records of the
      Company or the transfer agent or registrar for the Common Stock, a Rights
      Certificate evidencing one Right for each share of Common Stock so held, subject
      to adjustment as provided herein. In the event that an adjustment in the number
      of Rights per share of Common Stock has been made pursuant to Section 11 hereof,
      then at the time of distribution of the Rights Certificates, the Company shall
      make the necessary and appropriate rounding adjustments (in accordance with
      Section 14(a) hereof) so that Rights Certificates representing only whole
      numbers of Rights are distributed and cash is paid in lieu of any fractional
      Rights. As of and after the Distribution Date, the Rights will be evidenced
      solely by such Rights Certificates and may be transferred by the transfer of
      the
      Rights Certificates as permitted hereby, separately and apart from any transfer
      of shares of Common Stock, and the holders of such Rights Certificates as listed
      in the records of the Company or any transfer agent or registrar for the Rights
      shall be the record holders thereof.

     

    (b) The
      Company shall promptly notify the Rights Agent in writing upon the occurrence
      of
      the Distribution Date and, if such notification is given orally, the Company
      shall confirm the same in writing on or prior to the Business Day next
      following. Until such notice is

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    received
      by the Rights Agent, the Rights Agent may presume conclusively for all purposes
      that the Distribution Date has not occurred. 

     

    (c) On
      the
      Record Date or as soon as practicable thereafter, the Company will send a copy
      of the Summary of Rights by first-class, postage-prepaid mail, to each record
      holder of shares of Common Stock as of the Close of Business on the Record
      Date,
      at the address of such holder shown on the records of the Company’s transfer
      agent and registrar. With respect to certificates for shares of Common Stock
      outstanding as of the Record Date, until the Distribution Date, the Rights
      will
      be evidenced by such certificates registered in the names of the holders thereof
      together with the Summary of Rights. Until the Distribution Date (or, if
      earlier, the Expiration Date), the surrender for transfer of any certificate
      for
      shares of Common Stock outstanding on the Record Date, with or without a copy
      of
      the Summary of Rights, shall also constitute the transfer of the Rights
      associated with the shares of Common Stock represented thereby. 

     

    (d) Unless
      the Board of Directors by resolution adopted at or before the time of the
      issuance of any shares of Common Stock specifies to the contrary, Rights shall
      be issued in respect of all shares of Common Stock that are issued after the
      Record Date but prior to the earlier of the Distribution Date or the Expiration
      Date or, in certain circumstances provided in Section 22 hereof, after the
      Distribution Date. Certificates representing such shares of Common Stock shall
      also be deemed to be certificates for Rights, and shall bear substantially
      the
      following legend:

     

    THIS
      CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS
      AS
      SET FORTH IN A SHAREHOLDERS
      RIGHTS AGREEMENT BETWEEN GENCO SHIPPING & TRADING LIMITED AND MELLON
      INVESTOR SERVICES LLC, AS THE RIGHTS AGENT, DATED AS OF APRIL 11, 2007 (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
      GENCO SHIPPING & TRADING LIMITED. 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. GENCO SHIPPING &
TRADING LIMITED WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS
      AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER
      CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO,
      OR
      HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE
      OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT),
      WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT
      HOLDER, MAY BECOME NULL AND VOID. 

    


    (e) With
      respect to such certificates containing the foregoing legend, until the earlier
      of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated
      with the shares of Common Stock 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
      shares of Common Stock represented thereby. 

     

    (f) In
      the
      event that the Company purchases or acquires any shares of Common Stock after
      the Record Date but prior to the Distribution Date, any Rights associated with
      such shares of Common Stock shall be deemed canceled and retired so that the
      Company shall not be entitled to exercise any Rights associated with the shares
      of Common Stock which are no longer outstanding. 

     


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    


    4.    Form
      of Rights Certificates.

     

    (a) The
      Rights Certificates (and the forms of election to purchase shares of Common
      Stock and of assignment to be printed on the reverse thereof) shall be
      substantially in the form of Exhibit
      B
      hereto
      and may have such marks of identification or designation and such legends,
      summaries or endorsements printed thereon as the Company may deem appropriate
      (but which do not affect the rights, duties or responsibilities of the Rights
      Agent) and as are not inconsistent with the provisions of this Agreement, or
      as
      may be required to comply with any applicable law or with any rule or regulation
      made pursuant thereto or with any rule or regulation of any stock exchange
      or a
      national market system, on which the Rights may from time to time be listed
      or
      included, or to conform to usage. Subject to the provisions of Section 11 and
      Section 22 hereof, the Rights Certificates, whenever distributed, shall be
      dated
      as of the Record Date (or in the case of Rights issued with respect to shares
      of
      Common Stock issued by the Company after the Record Date, as of the date of
      issuance of such shares of Common Stock) and on their face shall entitle the
      holders thereof to purchase such number of one- thousandths of a Preferred
      Share
      as shall be set forth therein at the price set forth therein (such exercise
      price per one one-thousandth of a Preferred Share being hereinafter referred
      to
      as the “Exercise
      Price”
and
      the
      aggregate Exercise Price of all Preferred Shares issuable upon exercise of
      one
      Right being hereinafter referred to as the “Total
      Exercise Price”),
      but
      the number and type of securities purchasable upon the exercise of each Right
      and the Exercise Price shall be subject to adjustment as provided herein.


     

    (b) Any
      Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that
      represents Rights beneficially owned by: (i) an Acquiring Person or any
      Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring
      Person (or of any such Associate or Affiliate) who becomes a transferee after
      the Acquiring Person becomes such or (iii) a transferee of an Acquiring Person
      (or of any such Associate or Affiliate) who becomes a transferee prior to or
      concurrently with the Acquiring Person becoming such and receives such Rights
      pursuant to either (A) a transfer (whether or not for consideration) from the
      Acquiring Person to holders of equity interests in such Acquiring Person or
      to
      any Person with whom such Acquiring Person has any continuing agreement,
      arrangement or understanding regarding the transferred Rights or (B) a transfer
      which the Company’s Board of Directors has determined is part of a plan,
      arrangement or understanding which has as a primary purpose or effect avoidance
      of Section 7(e) hereof, and any Rights Certificate issued pursuant to Section
      6
      or Section 11 hereof upon transfer, exchange, replacement or adjustment of
      any
      other Rights Certificate referred to in this sentence, shall contain, provided
      that the Company has notified the Rights Agent that this Section 4(b) applies,
      and to the extent feasible, the following legend:

     

    THE
      RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED
      BY
      A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE
      OF
      AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).
      ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY
      BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE
      RIGHTS AGREEMENT

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    


     

    5.    Countersignature
      and Registration.
      

     

    (a) The
      Rights Certificates shall be executed on behalf of the Company by its Chairman
      of the Board, its Chief Executive Officer, its Chief Financial Officer, its
      President or any Vice President, either manually or by facsimile signature,
      and
      by the Secretary or an Assistant Secretary of the Company, either manually
      or by
      facsimile signature, and shall have affixed thereto the Company’s seal (if any)
      or a facsimile thereof. The Rights Certificates shall be manually countersigned
      by the Rights Agent and shall not be valid for any purpose unless countersigned.
      In case any officer of the Company who shall have signed any of the Rights
      Certificates shall cease to be such officer of the Company before
      countersignature by the Rights Agent and issuance and delivery by the Company,
      such Rights 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 Rights Certificates on behalf of the Company had
      not
      ceased to be such officer of the Company; and any Rights Certificate may be
      signed on behalf of the Company by any person who, at the actual date of the
      execution of such Rights Certificate, shall be a proper officer of the Company
      to sign such Rights Certificate, although at the date of the execution of this
      Rights Agreement any such person was not such an officer. 

     

    (b) Following
      the Distribution Date, receipt by the Rights Agent of notice to that effect
      and
      all other relevant information referred to in Section 3(a), the Rights Agent
      will keep or cause to be kept, at its office designated for such purposes,
      books
      for registration and transfer of the Rights Certificates issued hereunder.
      Such
      books shall show the names and addresses of the respective holders of the Rights
      Certificates, the number of Rights evidenced on its face by each of the Rights
      Certificates and the date of each of the Rights Certificates. 

     

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

     

    (a) Subject
      to the provisions of Sections 7(e), 14 and 24 hereof, at any time after the
      Close of Business on the Distribution Date, and at or prior to the Close of
      Business on the Expiration Date, any Rights Certificate or Rights Certificates
      may be transferred, split up, combined or exchanged for another Rights
      Certificate or Rights Certificates, entitling the registered holder to purchase
      a like number of one-thousandths of a Preferred Share (or, following a
      Triggering Event, other securities, cash or other assets, as the case may be)
      as
      the Rights Certificate or Rights Certificates surrendered then entitled such
      holder to purchase. Any registered holder desiring to transfer, split up,
      combine or exchange any Rights Certificate or Rights Certificates shall make
      such request in writing delivered to the Rights Agent, and shall surrender
      the
      Rights Certificate or Rights Certificates to be transferred, split up, combined
      or exchanged at the office of the Rights Agent designated for such purpose.
      The
      Right Certificates are transferable only on the registry books of the Rights
      Agent. Neither the Rights Agent nor the Company shall be obligated to take
      any
      action whatsoever with respect to the transfer of any such surrendered Rights
      Certificate until the registered holder shall have completed and signed the
      certificate contained in the form of assignment on the reverse side of such
      Rights Certificate and shall have provided such additional evidence of the
      identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates
      or
      Associates thereof as the Company or the Rights Agent shall
      reasonably request and paid a sum sufficient to cover any tax or charge that
      may
      be

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    imposed
      in connection with any transfer, split up, combination or exchange of Rights
      Certificates as required by Section 9(e) hereof. Thereupon the Rights Agent
      shall, subject to Sections 7(e), 14 and 24 hereof, countersign and deliver
      to
      the person entitled thereto a Rights Certificate or Rights Certificates, as
      the
      case may be, as so requested, registered in such name or names as may be
      designated by the surrendering registered holder. 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
      Rights Certificates. The Rights Agent shall have no duty or obligation under
      this Section unless and until it is satisfied that all such taxes and/or
      governmental charges have been paid. 

     

    (b) Upon
      receipt by the Company and the Rights Agent of evidence reasonably satisfactory
      to them of the loss, theft, destruction or mutilation of a Rights 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 Rights Certificate
      if
      mutilated, the Company will make and deliver a new Rights Certificate of like
      tenor to the Rights Agent for countersignature and delivery to the registered
      holder in lieu of the Rights Certificate so lost, stolen, destroyed or
      mutilated. 

     

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

     

    (a) Subject
      to Sections 7(e), 23(b) and 24(b) hereof, the registered holder of any Rights
      Certificate may exercise the Rights evidenced thereby (except as otherwise
      provided herein) in whole or in part at any time after the Distribution Date
      and
      prior to the Close of Business on the Expiration Date by surrender of the Rights
      Certificate, with the form of election to purchase on the reverse side thereof
      duly executed, to the Rights Agent at the office of the Rights Agent designated
      for such purpose, together with payment of the Exercise Price for each
      one-thousandth of a Preferred Share (or, following a Triggering Event, other
      securities, cash or other assets as the case may be) as to which the Rights
      are
      exercised, and an amount equal to any tax or charge required to be paid under
      Section 9(3) hereof, by certified check, cashier’s check, bank draft or money
      order payable to the order of the Company. Except for those provisions herein
      which expressly survive the termination of this Agreement, this Agreement shall
      terminate at such time as the Rights are no longer exercisable. 

     

    (b) The
      Exercise Price for each one-thousandth of a Preferred Share issuable pursuant
      to
      the exercise of a Right shall initially be Twenty-Five Dollars ($25), shall
      be
      subject to adjustment from time to time as provided in Sections 11 and 13 hereof
      and shall be payable in lawful money of the United States of America in
      accordance with paragraph (c) below. 

     

    (c) Upon
      receipt of a Rights Certificate representing exercisable Rights, with the form
      of election to purchase duly executed, accompanied by payment of the Exercise
      Price for the number of one-thousandths of a Preferred Share (or, following
      a
      Triggering Event, other securities, cash or other assets as the case may be)
      to
      be purchased and an amount equal to any applicable transfer tax required to
      be
      paid by the holder of such Rights Certificate in accordance with Section 9(e)
      hereof, the Rights Agent shall, subject to Section 20(k) hereof, thereupon
      promptly (i) (A) requisition from any transfer agent of the Preferred Shares
      (or
      make available, if the
      Rights Agent is the transfer agent for the Preferred Shares) a certificate
      or
      certificates for the

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    number
      of
      one-thousandths of a Preferred Share (or, following a Triggering Event, other
      securities, cash or other assets as the case may be) 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 the total number
      of
      one-thousandths of a Preferred Share (or, following a Triggering Event, other
      securities, cash or other assets as the case may be) issuable upon exercise
      of
      the Rights hereunder with a depositary agent, requisition from the depositary
      agent depositary receipts representing such number of one-thousandths of a
      Preferred Share (or, following a Triggering Event, other securities, cash or
      other assets as the case may be) as are to be purchased (in which case
      certificates for the Preferred Shares (or, following a Triggering Event, other
      securities, cash or other assets as the case may be) represented by such
      receipts shall be deposited by the transfer agent with the depositary agent)
      and
      the Company hereby directs the depositary agent to comply with such request,
      (ii) when appropriate, requisition from the Company the amount of cash to be
      paid in lieu of issuance of fractional shares in accordance with Section 14
      hereof, (iii) 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
      Rights Certificate, registered in such name or names as may be designated by
      such holder and (iv) when appropriate, after receipt thereof, deliver such
      cash
      to or upon the order of the registered holder of such Rights Certificate. The
      payment of the Exercise Price (as such amount may be reduced (including to
      zero)
      pursuant to Section 11(a)(iii) hereof) and an amount equal to any applicable
      transfer tax required to be paid by the holder of such Rights Certificate in
      accordance with Section 9(e) hereof, may be made in cash or by certified bank
      check, cashier’s check or bank draft payable to the order of the Company. In the
      event that the Company is obligated to issue securities of the Company other
      than Preferred Shares, pay cash and/or distribute other property pursuant to
      Section 11(a) hereof, the Company will make all arrangements necessary so that
      such other securities, cash and/or other property are available for distribution
      by the Rights Agent, if and when appropriate. 

     

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

     

    (e) Notwithstanding
      anything in this Agreement to the contrary, from and after the first occurrence
      of a Triggering Event, any Rights beneficially owned by (i) an Acquiring Person
      or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an
      Acquiring Person (or of any such Associate or Affiliate) who becomes a
      transferee after the Acquiring Person becomes such (a “Post-Event
      Transferee”),
      (iii)
      a transferee of an Acquiring Person (or of any such Associate or Affiliate)
      who
      becomes a transferee prior to or concurrently with the Acquiring Person becoming
      such and receives such Rights pursuant to either (A) a transfer (whether or
      not
      for consideration) from the Acquiring Person to holders of equity interests
      in
      such Acquiring Person or to any Person with whom the Acquiring Person has any
      continuing agreement, arrangement or understanding regarding the transferred
      Rights or (B) a transfer which the Company’s Board of Directors has determined
      is part of a plan, arrangement or understanding which has as a primary purpose
      or effect the avoidance of this Section 7(e) (a “Pre-Event
      Transferee”)
      or
      (iv) any subsequent transferee receiving transferred Rights from a Post-Event
      Transferee or a Pre-Event Transferee, either directly or through one or
      more

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    intermediate
      transferees, shall become null and void without any further action and no holder
      of such Rights shall have any rights whatsoever with respect to such Rights,
      whether under any provision of this Agreement or otherwise. The Company shall
      use all reasonable efforts to ensure that the provisions of this Section 7(e)
      and Section 4(b) hereof are complied with, but shall have no liability to any
      holder of Rights Certificates or to any other Person as a result of its failure
      to make any determinations with respect to an Acquiring Person or any of such
      Acquiring Person’s Affiliates, Associates or transferees hereunder.


     

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

     

    8.    Cancellation
      and Destruction of Rights Certificates.
      All
      Rights 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 Rights
      Certificates shall be issued in lieu thereof except as expressly permitted
      by
      any of the provisions of this Agreement. The Company shall deliver to the Rights
      Agent for cancellation and retirement, and the Rights Agent shall so cancel
      and
      retire, any Rights Certificate purchased or acquired by the Company otherwise
      than upon the exercise thereof. The Rights Agent shall deliver all canceled
      Rights Certificates to the Company, or shall, at the written request of the
      Company, destroy such canceled Rights Certificates, and in such case shall
      deliver a certificate of destruction thereof to the Company. 

     

    9.    Reservation
      and Availability of Preferred Shares.

     

    (a) The
      Company covenants and agrees that it will cause to be reserved and kept
      available out of its authorized and unissued Preferred Shares not reserved
      for
      another purpose (and, following the occurrence of a Triggering Event, out of
      its
      authorized and unissued shares of Common Stock and/or other securities), the
      number of Preferred Shares (and, following the occurrence of the Triggering
      Event, Common Stock and/or other securities) that will be sufficient to permit
      the exercise in full of all outstanding Rights. 

     

    (b) If
      the
      Company shall hereafter list any of its Preferred Shares on a national
      securities exchange, then so long as the Preferred Shares (and, following the
      occurrence of a Triggering Event, shares of Common Stock and/or other
      securities) issuable and deliverable upon exercise of the Rights may be listed
      on such 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. 

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    (c)
      The
      Company shall use its best efforts to (i) file, as soon as practicable following
      the earliest date after the first occurrence of a Triggering Event in which
      the
      consideration to be delivered by the Company upon exercise of the Rights is
      described in Section 11(a)(ii) or Section 11(a)(iii) hereof, or as soon as
      is
      required by law following the Distribution Date, as the case may be, a
      registration statement under the Securities Act with respect to the securities
      purchasable upon exercise of the Rights on an appropriate form, (ii) cause
      such
      registration statement to become effective as soon as practicable after such
      filing and (iii) cause such registration statement to remain effective (with
      a
      prospectus at all times meeting the requirements of the Securities Act) until
      the earlier of (A) the date as of which the Rights are no longer exercisable
      for
      such securities and (B) the Expiration Date. The Company may temporarily
      suspend, for a period not to exceed ninety (90) days after the date set forth
      in
      clause (i) of the first sentence of this Section 9(c), the exercisability of
      the
      Rights in order to prepare and file such registration statement and permit
      it to
      become effective. Upon any such suspension, the Company shall issue a public
      announcement and give the Rights Agent a copy of such announcement that
      exercisability of the Rights has been temporarily suspended, as well as a public
      announcement and copy to the Rights Agent at such time as the suspension is
      no
      longer in effect. 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.
      Notwithstanding any provision of this Agreement to the contrary, the Rights
      shall not be exercisable in any jurisdiction, unless the requisite qualification
      in such jurisdiction shall have been obtained, or an exemption therefrom shall
      be available, and until a registration statement has been declared
      effective.

     

    (d) The
      Company covenants and agrees that it will take all such action as may be
      necessary to ensure that all Preferred Shares (or other securities of the
      Company) delivered upon exercise of Rights shall, at the time of delivery of
      the
      certificates for such securities (subject to payment of the Exercise Price),
      be
      duly and validly authorized and issued and fully paid and nonassessable shares.
      

     

    (e) The
      Company further covenants and agrees that it will pay when due and payable
      any
      and all federal and state transfer taxes and charges which may be payable in
      respect of the original issuance or delivery of the Rights Certificates or
      of
      any Preferred Shares (or other securities of the Company) 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 Rights
      Certificates to a person other than, or the issuance or delivery of certificates
      or depositary receipts for the Preferred Shares (or other securities of the
      Company) in a name other than that of, the registered holder of the Rights
      Certificate evidencing Rights surrendered for exercise or to issue or to deliver
      any certificates or depositary receipts for Preferred Shares (or other
      securities of the Company) upon the exercise of any Rights until any such tax
      shall have been paid (any such tax being payable by the holder of such Rights
      Certificate at the time of surrender) or until it has been established to the
      Company’s or the Rights Agent’s satisfaction that no such tax is due.


     

    10.    Record
      Date.
      Each
      Person in whose name any certificate for a number of one-thousandths of a
      Preferred Share (or other securities of the Company) is issued upon the exercise
      of Rights shall for all purposes be deemed to have become the holder of record
      of Preferred Shares (or other securities of the Company) represented thereon,
      and such certificate shall be

     

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    dated,
      the date upon which the Rights Certificate evidencing such Rights was duly
      surrendered and payment of the Total Exercise Price with respect to which the
      Rights have been exercised (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 are closed, such Person shall be deemed to have become the record
      holder of such shares on, and such certificate shall be dated, the next
      succeeding Business Day on which the transfer books of the Company are open.
      Prior to the exercise of the Rights evidenced thereby, the holder of a Rights
      Certificate shall not be entitled to any rights of a holder of Preferred Shares
      (or other securities of the Company) 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.
      

     

    11.    Adjustment
      of Exercise Price, Number of Shares or Number of Rights.
      The
      Exercise Price, the number and kind of shares or other property 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)
      Notwithstanding anything in this Agreement to the contrary, 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
      (by
      reverse stock split or otherwise) into a smaller number of Preferred Shares,
      or
      (D) issue any shares of its capital stock in a reclassification of the Preferred
      Shares (including any such reclassification in connection with a consolidation
      or merger in which the Company is the continuing or surviving corporation),
      then, in each such event, except as otherwise provided in this Section 11 and
      Section 7(e) hereof: (1) the Exercise Price in effect at the time of the record
      date for such dividend or of the effective date of such subdivision, combination
      or reclassification shall be adjusted so that the Exercise Price thereafter
      shall equal the result obtained by dividing the Exercise Price in effect
      immediately prior to such time by a fraction (the “Adjustment
      Fraction”),
      the
      numerator of which shall be the total number of Preferred Shares (or shares
      of
      capital stock issued in such reclassification of the Preferred Shares)
      outstanding immediately following such time and the denominator of which shall
      be the total number of Preferred Shares outstanding immediately prior to such
      time; 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 such Right; and (2) the number of one-thousandths
      of a
      Preferred Share (or share of such other capital stock) issuable upon the
      exercise of each Right shall equal the number of one-thousandths of a Preferred
      Share (or share of such other capital stock) as was issuable upon exercise
      of a
      Right immediately prior to the occurrence of the event described in clauses
      (A)-(D) of this Section 11(a)(i), multiplied by the Adjustment Fraction;
provided,
      however,
      that,
      no such adjustment shall be made pursuant to this Section 11(a)(i) to the extent
      that there shall have simultaneously occurred an event described in clause
      (A),
      (B), (C) or (D) of Section 11(n) with a proportionate adjustment being made
      thereunder. 

     

    
 

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    Each
      share of Common Stock that shall become outstanding after an adjustment has
      been
      made pursuant to this Section 11(a)(i) shall have associated with it the number
      of Rights, exercisable at the Exercise Price and for the number of
      one-thousandths of a Preferred Share (or shares of such other capital stock)
      as
      one share of Common Stock has associated with it immediately following the
      adjustment made pursuant to this Section 11(a)(i). 

     

    (ii)
      Subject to Section 24 of this Agreement, in the event a Triggering Event shall
      have occurred, then promptly following such Triggering Event each holder of
      a
      Right, except as provided in Section 7(e) hereof, shall thereafter have the
      right to receive for each Right, upon exercise thereof in accordance with the
      terms of this Agreement and payment of the Exercise Price in effect immediately
      prior to the occurrence of the Triggering Event, in lieu of a number of
      one-thousandths of a Preferred Share, such number of shares of Common Stock
      of
      the Company as shall equal the result obtained by multiplying the Exercise
      Price
      in effect immediately prior to the occurrence of the Triggering Event by the
      number of one-thousandths of a Preferred Share for which a Right was exercisable
      (or would have been exercisable if the Distribution Date had occurred)
      immediately prior to the first occurrence of a Triggering Event, and dividing
      that product by 50% of the Current Per Share Market Price for shares of Common
      Stock on the date of occurrence of the Triggering Event; provided,
      however,
      that
      the Exercise Price and the number of shares of Common Stock of the Company
      so
      receivable upon exercise of a Right shall be subject to further adjustment
      as
      appropriate in accordance with Section 11(e) hereof to reflect any events
      occurring in respect of the shares of Common Stock of the Company after the
      occurrence of the Triggering Event. 

     

    (iii)
      In
      lieu of issuing shares of Common Stock in accordance with Section 11(a)(ii)
      hereof, the Company may, if the Company’s Board of Directors determines that
      such action is necessary or appropriate and not contrary to the interest of
      holders of Rights and, in the event that the number of shares of Common Stock
      which are authorized by the Company’s Certificate of Incorporation but not
      outstanding or reserved for issuance for purposes other than upon exercise
      of
      the Rights are not sufficient to permit the exercise in full of the Rights,
      or
      if any necessary regulatory approval for such issuance has not been obtained
      by
      the Company, the Company shall: (A) determine the excess of (1) the value of
      the
      shares of Common Stock issuable upon the exercise of a Right (the “Current
      Value”)
      over
      (2) the Exercise Price (such excess, the “Spread”)
      and
      (B) with respect to each Right, make adequate provision to substitute for such
      shares of Common Stock, upon exercise of the Rights, (1) cash, (2) a reduction
      in the Exercise Price, (3) other equity securities of the Company (including,
      without limitation, shares or units of shares of any series of preferred stock
      which the Company’s Board of Directors has deemed to have the same value as
      Common Stock (such shares or units of shares of preferred stock are herein
      called “Common
      Stock Equivalents”)),
      except to the extent that the Company has not obtained any necessary Shareholder
      or regulatory approval for such issuance, (4) debt securities of the Company,
      except to the extent that the Company has not

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    obtained
      any necessary Shareholder or regulatory approval for such issuance, (5) other
      assets or (6) any combination of the foregoing, having an aggregate value equal
      to the Current Value, where such aggregate value has been determined by the
      Company’s Board of Directors based upon the advice of a nationally recognized
      investment banking firm selected by the Company’s Board of Directors;
provided,
      however,
      if the
      Company shall not have made adequate provision to deliver value pursuant to
      clause (B) above within thirty (30) days following the later of (x) the first
      occurrence of a Triggering Event and (y) the date on which the Company’s right
      of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being
      referred to herein as the “Section
      11(a)(ii) Trigger Date”),
      then
      the Company shall be obligated to deliver, upon the surrender for exercise
      of a
      Right and without requiring payment of the Exercise Price, Common Stock (to
      the
      extent available), except to the extent that the Company has not obtained any
      necessary Shareholder or regulatory approval for such issuance, and then, if
      necessary, cash, which shares and/or cash have an aggregate value equal to
      the
      Spread. If the Company’s Board of Directors shall determine in good faith that
      it is likely that sufficient additional Common Stock could be authorized for
      issuance upon exercise in full of the Rights or that any necessary regulatory
      approval for such issuance will be obtained, the thirty (30) day period set
      forth above may be extended to the extent necessary, but not more than ninety
      (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company
      may seek Shareholder approval for the authorization of such additional shares
      or
      take action to obtain such regulatory approval (such period, as it may be
      extended, the “Substitution
      Period”).
      To
      the extent that the Company determines that some action need be taken pursuant
      to the first and/or second sentences of this Section 11(a)(iii), the Company
      (x)
      shall provide, subject to Section 7(e) hereof, that such action shall apply
      uniformly to all outstanding Rights and (y) may suspend the exercisability
      of
      the Rights until the expiration of the Substitution Period in order to seek
      any
      authorization of additional shares, to take any action to obtain any required
      regulatory approval and/or to decide the appropriate form of distribution to
      be
      made pursuant to such first sentence and to determine the value thereof. In
      the
      event of any such suspension, the Company shall issue a public announcement
      stating that the exercisability of the Rights has been temporarily suspended,
      as
      well as a public announcement at such time as the suspension is no longer in
      effect, (in each case, with prompt written notice thereof to the Rights Agent).
      For purposes of this Section 11(a)(iii), the value of the Common Stock shall
      be
      the Current Per Share Market Price of the Common Stock on the Section 11(a)(ii)
      Trigger Date and the value of any Common Stock Equivalent shall be deemed to
      have the same value as the Common Stock on such date. 

     

    (b) In
      case
      the Company shall, at any time after the date of this Agreement, fix a record
      date for the issuance of rights, options or warrants to all holders of Preferred
      Shares entitling such holders (for a period expiring within forty-five (45)
      calendar days after such record date) to subscribe for or purchase Preferred
      Shares or Equivalent Shares or securities convertible into Preferred Shares
      or
      Equivalent Shares at a price per share (or having a conversion price per share,
      if a security convertible into Preferred Shares or Equivalent Shares) less
      than
      the then

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    Current
      Per Share Market Price of the Preferred Shares or Equivalent Shares on such
      record date, then, in each such case, the Exercise Price to be in effect after
      such record date shall be determined by multiplying the Exercise Price in effect
      immediately prior to such record date by a fraction, the numerator of which
      shall be the number of Preferred Shares and Equivalent Shares (if any)
      outstanding on such record date, plus the number of Preferred Shares or
      Equivalent Shares, as the case may be, which the aggregate offering price of
      the
      total number of Preferred Shares or Equivalent Shares, as the case may be,
      to be
      offered or issued (and/or the aggregate initial conversion price of the
      convertible securities to be offered or issued) would purchase at such current
      market price, and the denominator of which shall be the number of Preferred
      Shares and Equivalent Shares (if any) outstanding on such record date, plus
      the
      number of additional Preferred Shares or Equivalent Shares, as the case may
      be,
      to be offered for subscription or purchase (or into which the convertible
      securities so to be offered are initially convertible); provided,
      however,
      that in
      no event shall the consideration to be paid upon the exercise of one Right
      be
      less than the aggregate par value of the shares of capital stock of the Company
      issuable upon exercise of one Right. In case such subscription price may be
      paid
      in a consideration part or all of which shall be in a form other than cash,
      the
      value of such consideration shall be as determined in good faith by the
      Company’s Board of Directors, 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 and Equivalent Shares owned
      by
      or held for the account of the Company shall not be deemed outstanding for
      the
      purpose of any such computation. Such adjustment shall be made successively
      whenever such a record date is fixed, and in the event that such rights, options
      or warrants are not so issued, the Exercise Price shall be adjusted to be the
      Exercise Price which would then be in effect if such record date had not been
      fixed. 

     

    (c) In
      case
      the Company shall, at any time after the date of this Agreement, fix a record
      date for the making of a distribution to all holders of the Preferred Shares
      or
      of any class or series of Equivalent Shares (including any such distribution
      made in connection with a consolidation or merger in which the Company is the
      continuing or surviving corporation) of evidences of indebtedness or assets
      (other than a regular quarterly cash dividend, if any, or a dividend payable
      in
      Preferred Shares) or subscription rights, options or warrants (excluding those
      referred to in Section 11(b)), then, in each such case, the Exercise Price
      to be
      in effect after such record date shall be determined by multiplying the Exercise
      Price in effect immediately prior to such record date by a fraction, the
      numerator of which shall be the Current Per Share Market Price of a Preferred
      Share or an Equivalent Share on such record date, less the fair market value
      per
      Preferred Share or Equivalent 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) of the portion of the cash, assets or evidences
      of
      indebtedness so to be distributed or of such subscription rights or warrants
      applicable to a Preferred Share or Equivalent Share, as the case may be, and
      the
      denominator of which shall be such Current Per Share Market Price of a Preferred
      Share or Equivalent Share on such record date; provided,
      however,
      that in
      no event shall the consideration to be paid upon the exercise of one Right
      be
      less than the aggregate par value of the shares of capital stock of the Company
      issuable 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 Exercise Price shall be adjusted to be the Exercise Price
      which
      would have been in effect if such record date had not been fixed. 

     

     


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    (d)
      Notwithstanding anything to the contrary, no adjustment in the Exercise Price
      shall be required unless such adjustment would require an increase or decrease
      of at least 1% in the Exercise Price; provided,
      however,
      that
      any adjustments which by reason of this Section 11(d) 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 ten-thousandth of a share of Common Stock or other share
      or one hundred-thousandth of a Preferred Share, as the case may be.
      Notwithstanding the first sentence of this Section 11(d), any adjustment
      required by this Section 11 shall be made no later than the earlier of (i)
      three
      (3) years from the date of the transaction which requires such adjustment or
      (ii) the Expiration Date. 

     

    (e) If
      as a
      result of an adjustment made pursuant to Section 11(a) or 13(a) hereof, the
      holder of any Right thereafter exercised shall become entitled to receive any
      shares of capital stock other than Preferred Shares, thereafter the number
      of
      such other shares so receivable upon exercise of any Right and, if required,
      the
      Exercise Price thereof, 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 Sections 11(a), 11(b), 11(c),
      11(d), 11(g), 11(h), 11(i), 11(j), 11(k) and 11(l), 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. 

     

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

     

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

     

    (h) The
      Company may elect on or after the date of any adjustment of the Exercise Price
      as a result of the calculations made in Section 11(b) or (c) to adjust the
      number of Rights, in substitution for any adjustment in the number of Preferred
      Shares 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-thousandths of a Preferred Share for which a Right was exercisable
      immediately prior to such adjustment. Each Right held of record prior to such
      adjustment of the number of Rights shall become that number of Rights
      (calculated to the nearest one hundred-thousandth) obtained by dividing the
      Exercise Price in effect immediately prior to adjustment of the Exercise Price
      by the Exercise Price in effect immediately after adjustment of the Exercise
      Price. The Company shall make a public announcement of its election to adjust
      the number of Rights (with prompt written notice thereof to the Rights Agent),
      indicating the record date for the adjustment, and, if known at the time, the
      amount of the

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    adjustment
      to be made. This record date may be the date on which the Exercise Price is
      adjusted or any day thereafter, but, if the Rights Certificates have been
      issued, shall be at least ten (10) days later than the date of the public
      announcement. If Rights Certificates have been issued, upon each adjustment
      of
      the number of Rights pursuant to this Section 11(h), the Company shall, as
      promptly as practicable, cause to be distributed to holders of record of Rights
      Certificates on such record date Rights Certificates evidencing, subject to
      Section 14 hereof, the additional Rights to which such holders shall be entitled
      as a result of such adjustment, or, at the option of the Company, shall cause
      to
      be distributed to such holders of record in substitution and replacement for
      the
      Rights Certificates held by such holders prior to the date of adjustment, and
      upon surrender thereof, if required by the Company, new Rights Certificates
      evidencing all the Rights to which such holders shall be entitled after such
      adjustment. Rights Certificates so to be distributed shall be issued, executed
      and countersigned in the manner provided for herein (and may bear, at the option
      of the Company, the adjusted Exercise Price) and shall be registered in the
      names of the holders of record of Rights Certificates on the record date
      specified in the public announcement. 

     

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

     

    (j) Before
      taking any action that would cause an adjustment reducing the Exercise Price
      below the par or stated value, if any, of the number of one-thousandths of
      a
      Preferred Share issuable upon exercise of the Rights, the Company shall take
      any
      corporate action which may, in the opinion of its counsel, be necessary in
      order
      that the Company may validly and legally issue as fully paid and nonassessable
      shares such number of one-thousandths of a Preferred Share at such adjusted
      Exercise Price. 

     

    (k) In
      any
      case in which this Section 11 shall require that an adjustment in the Exercise
      Price be made effective as of a record date for a specified event, the Company
      may elect to defer (with prompt written notice thereof to the Rights Agent)
      until the occurrence of such event the issuing to the holder of any Right
      exercised after such record date of the number of one-thousandths of a Preferred
      Share and other capital stock or securities of the Company, if any, issuable
      upon such exercise over and above the number of one-thousandths of a Preferred
      Share and other capital stock or securities of the Company, if any, issuable
      upon such exercise on the basis of the Exercise 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 (fractional or otherwise) upon the occurrence
      of
      the event requiring such adjustment. 

     

    (l) Notwithstanding
      anything in this Section 11 to the contrary, prior to the Distribution Date,
      the
      Company shall be entitled to make such reductions in the Exercise Price, in
      addition to those adjustments expressly required by this Section 11, as and
      to
      the extent that it in its sole discretion shall determine to be advisable in
      order that any (i) consolidation or subdivision of the Preferred Shares or
      Common Stock, (ii) issuance wholly for cash of any Preferred Shares or Common
      Stock at less than the current market price, (iii) issuance wholly
      for

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

     

    cash
      of
      Preferred Shares or Common Stock or securities which by their terms are
      convertible into or exchangeable for Preferred or Common Stock, (iv) stock
      dividends or (v) issuance of rights, options or warrants referred to in this
      Section 11, hereafter made by the Company to holders of its Preferred Shares
      or
      Common Stock shall not be taxable to such Shareholders. 

     

    (m) The
      Company covenants and agrees that, after the Distribution Date, it will not,
      except as permitted by Sections 23, 24 or 27 hereof, take (or permit to be
      taken) 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. 

     

    (n) In
      the
      event the Company shall at any time after the date of this Agreement (A) declare
      a dividend on the Common Stock payable in shares of Common Stock, (B) subdivide
      the outstanding shares of Common Stock, (C) combine the outstanding Common
      Stock
      (by reverse stock split or otherwise) into a smaller number of shares of Common
      Stock, or (D) issue any shares of its capital stock in a reclassification of
      the
      shares of Common Stock (including any such reclassification in connection with
      a
      consolidation or merger in which the Company is the continuing or surviving
      corporation), then, in each such event, except as otherwise provided in this
      Section 11(a) and Section 7(e) hereof: (1) each share of Common Stock (or shares
      of capital stock issued in such reclassification of the Common Stock)
      outstanding immediately following such time shall have associated with it the
      number of Rights as were associated with one share of Common Stock immediately
      prior to the occurrence of the event described in clauses (A)-(D) above; (2)
      the
      Exercise Price in effect at the time of the record date for such dividend or
      of
      the effective date of such subdivision, combination or reclassification shall
      be
      adjusted so that the Exercise Price thereafter shall equal the result obtained
      by multiplying the Exercise Price in effect immediately prior to such time
      by a
      fraction, the numerator of which shall be the total number of shares of Common
      Stock outstanding immediately prior to the event described in clauses (A)-(D)
      above, and the denominator of which shall be the total number of shares of
      Common Stock outstanding immediately after such event; 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 such Right; and (3) the number of one-thousandths
      of a
      Preferred Share (or shares of such other capital stock) issuable upon the
      exercise of each Right outstanding after such event shall equal the number
      of
      one- thousandths of a Preferred Share (or shares of such other capital stock)
      as
      were issuable with respect to one Right immediately prior to such event. Each
      share of Common Stock that shall become outstanding after an adjustment has
      been
      made pursuant to this Section 11(n) shall have associated with it the number
      of
      Rights, exercisable at the Exercise Price and for the number of one-thousandths
      of a Preferred Share (or shares of such other capital stock) as one share of
      Common Stock has associated with it immediately following the adjustment made
      pursuant to this Section 11(n). If an event occurs which would require an
      adjustment under both this Section 11(n) and Section 11(a)(ii) hereof, the
      adjustment provided for in this Section 11(n) shall be in addition to, and
      shall
      be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof.
      

     

    12.    Certificate
      of Adjusted Exercise Price or Number of Shares.
      Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the
      Company shall promptly (a) prepare a certificate setting forth such adjustment
      and a brief statement of the facts, computations and
      methodology accounting for such adjustment, (b) file with the Rights Agent
      and
      with each

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

     

    transfer
      agent for the Preferred Shares a copy of such certificate and (c) mail a brief
      summary thereof to each holder of a Rights Certificate in accordance with
      Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the
      Company to make such certification or give such notice shall not affect the
      validity of such adjustment or the force or effect of the requirement for such
      adjustment. The Rights Agent shall be fully protected in relying on any such
      certificate and on any adjustment or statement contained therein and shall
      not
      be deemed to have knowledge of such adjustment unless and until it shall have
      received such certificate. 

     

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

     

    (a) In
      the
      event that, following a Triggering Event, directly or indirectly: 

     

    (i)
      the
      Company shall consolidate with, or merge with and into, any other Person (other
      than a wholly-owned Subsidiary of the Company in a transaction the principal
      purpose of which is to change the state of incorporation of the Company and
      which complies with Section 11(m) hereof); 

    


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

    


    (iii)
      the
      Company shall sell or otherwise transfer (or one or more of its Subsidiaries
      shall sell or otherwise transfer), in one or more transactions, assets or
      earning power aggregating 50% or more 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 or one or more of its wholly owned Subsidiaries in
      one
      or more transactions, each of which individually (and together) complies with
      Section 11(m) hereof), 

     

    then,
      concurrent with and in each such case: 

     

    (a) each
      holder of a Right (except as provided in Section 7(e) hereof) shall thereafter
      have the right to receive, upon the exercise thereof, at a price equal to the
      Total Exercise Price applicable immediately prior to the occurrence of the
      Section 13 Event in accordance with the terms of this Agreement, such number
      of
      validly authorized and issued, fully paid, nonassessable and freely tradeable
      shares of Common Stock of the Principal Party (as hereinafter defined), free
      of
      any liens, encumbrances, rights of first refusal or other adverse claims, as
      shall be equal to the result obtained by dividing such Total Exercise Price
      by
      50% of the Current Per Share Market Price of the shares of Common
      Stock of such Principal Party on the date of consummation of such Section 13
      Event, provided,

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

     

     however,
      that
      the Exercise Price and the number of shares of Common Stock of such Principal
      Party so receivable upon exercise of a Right shall be subject to further
      adjustment as appropriate in accordance with Section 11(e) hereof; 

     

    (b) such
      Principal Party shall thereafter be liable for, and shall assume, by virtue
      of
      such Section 13 Event, all the obligations and duties of the Company pursuant
      to
      this Agreement; 

     

    (c) the
      term
“Company” shall thereafter be deemed to refer to such Principal Party, it being
      specifically intended that the provisions of Section 11 hereof shall apply
      only
      to such Principal Party following the first occurrence of a Section 13 Event;
      

     

    (d) such
      Principal Party shall take such steps (including, but not limited to, the
      reservation of a sufficient number of its Common Stock) in connection with
      the
      consummation of any such transaction as may be necessary to ensure that the
      provisions hereof shall thereafter be applicable, as nearly as reasonably may
      be, in relation to its shares of Common Stock thereafter deliverable upon the
      exercise of the Rights; and 

     

    (e) upon
      the
      subsequent occurrence of any consolidation, merger, sale or transfer of assets
      or other extraordinary transaction in respect of such Principal Party, each
      holder of a Right shall thereupon be entitled to receive, upon exercise of
      a
      Right and payment of the Total Exercise Price as provided in this Section 13(a),
      such cash, shares, rights, warrants and other property which such holder would
      have been entitled to receive had such holder, at the time of such transaction,
      owned the shares of Common Stock of the Principal Party receivable upon the
      exercise of such Right pursuant to this Section 13(a), and such Principal Party
      shall take such steps (including, but not limited to, reservation of shares
      of
      stock) as may be necessary to permit the subsequent exercise of the Rights
      in
      accordance with the terms hereof for such cash, shares, rights, warrants and
      other property. 

     

    (f) For
      purposes hereof, the “earning power” of the Company and its Subsidiaries shall
      be determined in good faith
      by
      the Company’s Board of Directors on the basis of the operating earnings of each
      business operated by the

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    Company
      and its Subsidiaries during the three fiscal years preceding the date of such
      determination (or, in the case of any business not operated by the Company
      or
      any Subsidiary during three full fiscal years preceding such date, during the
      period such business was operated by the Company or any Subsidiary).


     

    (b) For
      purposes of this Agreement, the term “Principal
      Party”
shall
      mean: 

     

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

    


    (ii)
      in
      the case of any transaction described in clause (iii) of Section13(a) hereof,
      the Person that is the party receiving the greatest portion of the assets or
      earning power transferred pursuant to such transaction or transactions, or,
      if
      more than one Person that is a party to such transaction or transactions
      receives the same portion of the assets or earning power so transferred and
      each
      such portion would, were it not for the other equal portions, constitute the
      greatest portion of the assets or earning power so transferred, or if the Person
      receiving the greatest portion of the assets or earning power cannot be
      determined, whichever of such Persons is the issuer of shares of Common Stock
      having the greatest aggregate market value of shares outstanding; provided,
      however,
      that in
      any such case described in the foregoing clause (b)(i) or (b)(ii), if the shares
      of Common Stock 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, then (1) if such Person is a direct or indirect Subsidiary
      of
      another Person the shares of Common Stock of which are and have been so
      registered, the term “Principal Party” shall refer to such other Person, or (2)
      if such Person is a Subsidiary, directly or indirectly, of more than one Person,
      the Common Stock of which are and have been so registered, the term “Principal
      Party” shall refer to whichever of such Persons is the issuer of shares of
      Common Stock having the greatest aggregate market value of shares outstanding,
      or (3) if such Person is owned, directly or indirectly, by a joint venture
      formed by two or more Persons that are not owned, directly or indirectly by
      the
      same Person, the rules set forth in clauses (1) and (2) above shall apply to
      each of the owners having an interest in the venture as if the Person owned
      by
      the joint venture was a Subsidiary of both or all of such joint venturers,
      and
      the
      Principal Party in each such case shall bear the obligations set forth in this
      Section 13 in the same ratio as its interest in such Person bears to the total
      of such interests. 

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

     

    (c) The
      Company shall not consummate any Section 13 Event unless the Principal Party
      shall have a sufficient number of authorized shares of Common Stock that have
      not been issued or reserved for issuance to permit the exercise in full of
      the
      Rights in accordance with this Section 13 and unless prior thereto the Company
      and such issuer shall have executed and delivered to the Rights Agent a
      supplemental agreement confirming that such Principal Party shall, upon
      consummation of such Section 13 Event, assume this Agreement in accordance
      with
      Sections 13(a) and 13(b) hereof, that all rights of first refusal or preemptive
      rights in respect of the issuance of shares of Common Stock of such Principal
      Party upon exercise of outstanding Rights have been waived, that there are
      no
      rights, warrants, instruments or securities outstanding or any agreements or
      arrangements which, as a result of the consummation of such transaction, would
      eliminate or substantially diminish the benefits intended to be afforded by
      the
      Rights and that such transaction shall not result in a default by such Principal
      Party under this Agreement, and further providing that, as soon as practicable
      after the date of such Section 13 Event, such Principal Party will:


     

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


     

    (ii)
      use
      its best efforts to list (or continue the listing of) the Rights and the
      securities purchasable upon exercise of the Rights on a national securities
      exchange or to meet the eligibility requirements for quotation on Nasdaq and
      list (or continue the listing of) the Rights and the securities purchasable
      upon
      exercise of the Rights on Nasdaq; and 

     

    (iii)
      deliver to holders of the Rights historical financial statements for such
      Principal Party which comply in all respects with the requirements for
      registration on Form F-1 (or any successor form) under the Exchange Act.


     

    In
      the
      event that at any time after the occurrence of a Triggering Event some or all
      of
      the Rights shall not have been exercised at the time of a transaction described
      in this Section 13, the Rights which have not theretofore been exercised shall
      thereafter be exercisable in the manner described in Section 13(a) (without
      taking into account any prior adjustment required by Section 11(a)(ii)).


     

    (d) In
      case
      the “Principal Party” for purposes of Section 13(b) hereof has provision in any
      of its authorized securities or in its certificate of incorporation or by-laws
      or other instrument governing its corporate affairs, which provision would have
      the effect of (i) causing such Principal Party to issue (other than to holders
      of Rights pursuant to Section 13 hereof), in connection with, or as a
      consequence of, the consummation of a Section 13 Event, shares
      of
      Common Stock or Equivalent Shares of such Principal Party at less than the
      then
      Current Per Share Market Price thereof or securities exercisable for, or
      convertible into, shares of Common Stock or Equivalent Shares of such Principal
      Party at less than such then

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

     

    Current
      Per Share Market Price, or (ii) providing for any special payment, tax or
      similar provision in connection with the issuance of the shares of Common Stock
      of such Principal Party pursuant to the provisions of Section 13 hereof, then,
      in such event, the Company hereby agrees with each holder of Rights that it
      shall not consummate any such transaction unless prior thereto the Company
      and
      such Principal Party shall have executed and delivered to the Rights Agent
      a
      supplemental agreement providing that the provision in question of such
      Principal Party shall have been canceled, waived or amended, or that the
      authorized securities shall be redeemed, so that the applicable provision will
      have no effect in connection with or as a consequence of, the consummation
      of
      the proposed transaction. 

     

    (e) The
      Company covenants and agrees that it shall not, at any time after the
      Distribution Date, effect or permit to occur any Section 13 Event, if (i) at
      the
      time or immediately after such Section 13 Event 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, (ii) prior to, simultaneously with or immediately after
      such Section 13 Event, the Shareholders of the Person who constitutes, or would
      constitute, the “Principal Party” for purposes of Section 13(b) hereof shall
      have received a distribution of Rights previously owned by such Person or any
      of
      its Affiliates or Associates or (iii) the form or nature of organization of
      the
      Principal Party would preclude or limit the exercisability of the Rights.


     

    (f) The
      provisions of this Section 13 shall similarly apply to successive mergers or
      consolidations or sales or other transfers. 

     

    14.    Fractional
      Rights and Fractional Shares.
      

     

    (a) The
      Company shall not be required to issue fractions of Rights or to distribute
      Rights Certificates which evidence fractional Rights. In lieu of such fractional
      Rights, there shall be paid to the registered holders of the Rights Certificates
      with regard to which such fractional Rights would otherwise be issuable, an
      amount in cash equal to the same fraction of the current market value of a
      whole
      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, as determined pursuant to this Agreement. 

     

    (b) The
      Company shall not be required to issue fractions of Preferred Shares (other
      than
      fractions that are integral multiples of one one-thousandth of a Preferred
      Share) upon exercise of the Rights or to distribute certificates which evidence
      fractional Preferred Shares (other than fractions that are integral multiples
      of
      one one-thousandth of a Preferred Share). Interests in fractions of Preferred
      Shares in integral multiples of one one-thousandth of a Preferred Share may,
      at
      the election of the Company, be evidenced by depositary receipts, pursuant
      to an
      appropriate agreement between the Company and a depositary selected by it;
      provided, that such agreement shall provide that the holders of such depositary
      receipts shall have all the rights, privileges and preferences to which they
      are
      entitled as beneficial owners of the
      Preferred Shares represented by such depositary receipts. In lieu of fractional
      Preferred

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

     

    Shares
      that are not integral multiples of one one-thousandth of a Preferred Share,
      the
      Company shall pay to the registered holders of Rights 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 a Preferred Share. For purposes of
      this
      Section 14(b), the current market value of a Preferred Share shall be one
      thousand times the closing price of a share of Common Stock (as determined
      pursuant to the terms hereof) for the Trading Day immediately prior to the
      date
      of such exercise. 

     

    (c) The
      Company shall not be required to issue fractions of shares of Common Stock
      or to
      distribute certificates which evidence fractional shares of Common Stock upon
      the exercise or exchange of Rights. In lieu of such fractional shares of Common
      Stock, the Company shall pay to the registered holders of Rights 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 a share of Common Stock. For
      purposes of this Section 14(c), the current market value of a share of Common
      Stock shall be the closing price of a share of Common Stock (as determined
      pursuant to the terms hereof) for the Trading Day immediately prior to the
      date
      of such exercise. 

     

    (d) The
      holder of a Right by the acceptance of the Right expressly waives his or her
      right to receive any fractional Rights or any fractional shares (other than
      fractions that are integral multiples of one one-thousandth of a Preferred
      Share) upon exercise of a Right. 

     

    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 and Section 20 hereof, are vested
      in
      the respective registered holders of the Rights Certificates (and, prior to
      the
      Distribution Date, the registered holders of the shares of Common Stock); and
      any registered holder of any Rights Certificate (or, prior to the Distribution
      Date, of the shares of Common Stock), without the consent of the Rights Agent
      or
      of the holder of any other Rights Certificate (or, prior to the Distribution
      Date, of the shares of Common Stock), may, in his or her own behalf and for
      his
      or her own benefit, enforce, and may institute and maintain any suit, action
      or
      proceeding against the Company to enforce, or otherwise act in respect of,
      his
      or her right to exercise the Rights evidenced by such Rights Certificate in
      the
      manner provided in such Rights 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. Notwithstanding anything in this Agreement to the contrary, neither
      the Company nor the Rights Agent shall have any liability to any holder of
      a
      Right or other Person as a result of its inability to perform any of its
      obligations under this Agreement by reason of any preliminary or permanent
      injunction or other order, judgment, decree or ruling (whether interlocutory
      or
      final) issued by a court or by a governmental, regulatory, self-regulatory
      or
      administrative agency or commission, or any statute, rule, regulation or
      executive order promulgated or enacted by any governmental authority,
      prohibiting or otherwise restraining performance of such obligation; provided,
      however, that the Company must use all reasonable efforts to have any such
      injunction, order, judgment, decree or ruling lifted or otherwise overturned
      as
      soon as possible.

     

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

     

    16.    Agreement
      of Rights 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 shares of Common Stock; 

     

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

     

    (c) subject
      to Sections 6(a) and 7(f) hereof, the Company and the Rights Agent may deem
      and
      treat the person in whose name the Rights Certificate (or, prior to the
      Distribution Date, the associated Common Stock certificate) is registered as
      the
      absolute owner thereof and of the Rights evidenced thereby (notwithstanding
      any
      notations of ownership or writing on the Rights Certificates or the associated
      Common Stock certificate made by anyone other than the Company or the Rights
      Agent) for all purposes whatsoever, and neither the Company nor the Rights
      Agent
      shall be affected by any notice to the contrary. 

     

    17.    Rights
      Certificate Holder Not Deemed a Shareholder.
      No
      holder, as such, of any Rights Certificate shall be entitled to vote, receive
      dividends or be deemed for any purpose to be 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 Rights Certificate be construed to confer upon the holder of any
      Rights Certificate, as such, any of the rights of a Shareholder of the Company
      or any right to vote for the election of directors or upon any matter submitted
      to Shareholders at any meeting thereof, or to give or withhold consent to any
      corporate action, or to receive notice of meetings or other actions affecting
      Shareholders (except as provided in Section 25 hereof), or to receive dividends
      or subscription rights, or otherwise, until the Right or Rights evidenced by
      such Rights Certificate shall have been exercised in accordance with the
      provisions hereof. 

    


    18.    The
      Rights Agent.

     

    (a) The
      Company agrees to pay to the Rights Agent reasonable compensation for all
      services rendered by it hereunder and, from time to time, on demand of the
      Rights Agent, its reasonable expenses and counsel fees and other disbursements
      incurred in the preparation, delivery, amendment, administration and execution
      of this Agreement and the exercise and performance of its duties hereunder.
      The
      Company also agrees to indemnify the Rights Agent for, and to hold it harmless
      against, any loss, liability, damage, judgment, fine, penalty, claim, demand,
      settlement, cost or expense (including, without limitation, the reasonable
      fees
      and expenses of legal counsel), incurred without gross negligence, bad faith
      or
      willful misconduct on the part of the Rights Agent (which gross negligence,
      bad
      faith or willful misconduct must be determined by a final, non-appealable order,
      judgment, decree or ruling of a court of competent jurisdiction), for anything
      done, suffered or omitted by the Rights Agent in connection with the acceptance,
      administration, exercise and performance of its duties under this Agreement.
      The

     

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    costs
      and
      expenses incurred in enforcing this right of indemnification shall be paid
      by
      the Company. The provisions of this Section 18 and Section 20 below shall
      survive the termination of this Agreement, the exercise or expiration of the
      Rights and the resignation, replacement or removal of the Rights Agent. Anything
      to the contrary notwithstanding, in no event will the Rights Agent be liable
      for
      special, punitive, indirect, incidental or consequential loss or damage of
      any
      kind whatsoever (including but not limited to lost profits), even if the Rights
      Agent has been advised of the possibility of such loss or damage. Any liability
      of the Rights Agent under this Agreement will be limited to the amount of annual
      fees paid by the Company to the Rights Agent. 

     

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

     

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

     

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

     

     


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    
 

    (a)
      The
      Rights Agent may consult with legal counsel (who may be legal counsel for the
      Company or an employee of the Rights Agent), and the advice or opinion of such
      counsel shall be full and complete authorization and protection to the Rights
      Agent and the Rights Agent shall incur no liability for or in respect of any
      action taken, suffered or omitted by it and in accordance with such advice
      or
      opinion. 

     

    (b) Whenever
      in the performance of its duties under this Agreement the Rights Agent shall
      deem it necessary or desirable that any fact or matter (including, without
      limitation, the identity of any Acquiring Person and the determination of
      Current Per Share Market Price) be proved or established by the Company prior
      to
      taking, suffering or omitting to take any action hereunder, such fact or matter
      (unless other evidence in respect thereof be herein specifically prescribed)
      may
      be deemed to be conclusively proved and established by a certificate signed
      by
      any one of the Chairman of the Board, the Chief Executive Officer, the
      President, any Vice President, the Chief Financial Officer, the Secretary or
      any
      Assistant Secretary of the Company and delivered to the Rights Agent; and such
      certificate shall be full and complete authorization and protection to the
      Rights Agent and the Rights Agent shall incur no liability for or in respect
      of
      any action taken, suffered or omitted by it under the provisions of this
      Agreement in reliance upon such certificate. 

     

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

     

    (c) 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 Rights 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. 

     

    (d) The
      Rights Agent shall not have any liability for or be under any responsibility
      in
      respect of the validity of this Agreement or the execution and delivery hereof
      (except the due execution hereof by the Rights Agent) or in respect of the
      validity or execution of any Rights 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 Rights Certificate;
      nor shall it be responsible for any change in the exercisability of the Rights
      or any adjustment in the terms of the Rights (including the manner, method
      or
      amount thereof) provided for in Sections 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 Rights
      Certificates after receipt by the Rights Agent of a certificate furnished
      pursuant to Section 12 describing such change or adjustment upon which the
      Rights Agent may rely); nor shall it by any act hereunder be deemed to make
      any
      representation or warranty as to the authorization or reservation of any
      Preferred Shares to be issued pursuant to this Agreement or any Rights
      Certificate or as to whether any Preferred Shares will, when issued, be validly
      authorized and issued, fully paid and nonassessable. 

     

    (e) The
      Company agrees that it will perform, execute, acknowledge and deliver or cause
      to be performed, executed, acknowledged and delivered all such further
      and

     

    (f) 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. 

     

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (g) The
      Rights Agent is hereby authorized and directed to accept instructions with
      respect to the performance of its duties hereunder from any one of the Chairman
      of the Board, the Chief Executive Officer, the President, any Vice President,
      the Chief Financial Officer, the Secretary or any Assistant Secretary of the
      Company, and to apply to such officers for advice or instructions in connection
      with its duties, and such instructions shall be full authorization and
      protection to the Rights Agent and the Rights Agent shall not be liable for
      or
      in respect of any action taken, suffered or omitted by it in accordance with
      instructions of any such officer or for any delay in acting while waiting for
      those instructions. The Rights Agent shall be fully authorized and protected
      in
      relying upon the most recent instructions received by any such officer. Any
      application by the Rights Agent for written instructions from the Company may,
      at the option of the Rights Agent, set forth in writing any action proposed
      to
      be taken, suffered omitted by the Rights Agent under this Rights Agreement
      and
      the date on and/or after which such action shall be taken or suffered or such
      omission shall be effective. The Rights Agent shall not be liable for any action
      taken or suffered by, or omission of, the Rights Agent in accordance with a
      proposal included in any such application on or after the date specified in
      such
      application (which date shall not be less than five (5) Business Days after
      the
      date any officer of the Company actually receives such application, unless
      any
      such officer shall have consented in writing to an earlier date) unless, prior
      to taking any such action (or the effective date in the case of an omission),
      the Rights Agent shall have received written instructions in response to such
      application specifying the action to be taken or omitted. 

     

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

     

    (i) The
      Rights Agent may execute and exercise any of the rights or powers hereby vested
      in it or perform any duty hereunder either itself (through its directors,
      officers and employees) or by or through its attorneys or agents, and the Rights
      Agent shall not be answerable or accountable for any act, default, neglect
      or
      misconduct of any such attorneys or agents or for any loss to the Company or
      any
      other Person resulting from any such act, default, neglect or misconduct, absent
      gross negligence, bad faith or willful misconduct in the selection and continued
      employment thereof (which gross negligence, bad faith or willful misconduct
      must
      be determined by a final, non-appealable order, judgment, decree or ruling
      of a
      court of competent jurisdiction.

     

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

     

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

     

    (k) If,
      with
      respect to any Rights Certificate surrendered to the Rights Agent for exercise
      or transfer, the certificate attached to the form of assignment or form of
      election to purchase, as the case may be, has either not been completed or
      indicates an affirmative response to clause 1 and/or 2 thereof, the Rights
      Agent
      shall not take any further action with respect to such requested exercise or
      transfer without first consulting with the Company. 

     

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

     

    22. Issuance
      of New Rights Certificates.
      Notwithstanding any of the provisions of this Agreement or of the Rights to
      the
      contrary, the Company may, at its option, issue new Rights Certificates
      evidencing Rights in such form as may be approved by its Board of Directors
      to
      reflect any adjustment or change in the Exercise Price and the number or kind
      or
      class of shares or other securities or property purchasable under the Rights
      Certificates made in accordance
      with the provisions of this Agreement. In addition, in connection with the
      issuance or sale of shares of Common Stock following the Distribution Date
      and
      prior to the redemption or expiration of the Rights, the Company (a) shall,
      with
      respect to shares of Common Stock so

     

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

     

    issued
      or
      sold pursuant to the exercise of stock options or under any employee plan or
      arrangement or upon the exercise, conversion or exchange of other securities
      of
      the Company outstanding at the date hereof or upon the exercise, conversion
      or
      exchange of securities hereinafter issued by the Company and (b) may, in any
      other case, if deemed necessary or appropriate by the Board of Directors of
      the
      Company, issue Rights Certificates representing the appropriate number of Rights
      in connection with such issuance or sale; provided,
      however,
      that
      (i) no such Rights Certificate shall be issued and this sentence shall be null
      and void ab initio if, and to the extent that, such issuance or this sentence
      would create a significant risk of or result in material adverse tax
      consequences to the Company or the Person to whom such Rights Certificate would
      be issued or would create a significant risk of or result in such options’ or
      employee plans’ or arrangements’ failing to qualify for otherwise available
      special tax treatment and (ii) no such Rights Certificate shall be issued if,
      and to the extent that, appropriate adjustment shall otherwise have been made
      in
      lieu of the issuance thereof. 

     

    23. Redemption.

     

    (a) The
      Company may, at its option and with the approval of the Board of Directors,
      at
      any time prior to the Close of Business on the earlier of (i) the Shares
      Acquisition Date and (ii) the Final Expiration Date, redeem all but not less
      than all the then outstanding Rights at a redemption price of $0.01 per Right,
      appropriately adjusted to reflect any stock split, stock dividend or similar
      transaction occurring after the date hereof (such redemption price being herein
      referred to as the “Redemption
      Price”)
      and
      the Company may, at its option, pay the Redemption Price either in shares of
      Common Stock (based on the Current Per Share Market Price thereof at the time
      of
      redemption) or cash. Such redemption of the Rights by the Company may be made
      effective at such time, on such basis and with such conditions as the Board
      of
      Directors in its sole discretion may establish. The date on which the Board
      of
      Directors elects to make the redemption effective shall be referred to as the
      “Redemption
      Date”.

     

    (b) Immediately
      upon the action of the Board of Directors of the Company ordering the redemption
      of the Rights, evidence of which shall have been filed with the Rights Agent,
      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 (10) days after the action of the Board
      of Directors ordering the redemption of the Rights, the Company shall give
      notice of such redemption to the Rights Agent and the holders of the then
      outstanding Rights by mailing such notice to all such holders at their last
      addresses as they appear upon the registry books of the Rights Agent or, prior
      to the Distribution Date, on the registry books of the transfer agent for the
      Common Stock. Any notice which is mailed in the manner herein provided shall
      be
      deemed given, whether or not the holder receives the notice. Each such notice
      of
      redemption will state the method by which the payment of the Redemption Price
      will be made. Neither the Company nor any of its Affiliates or Associates may
      redeem, acquire or purchase for value any Rights at any time in any manner
      other
      than that specifically set forth in this Section 23 or in Section 24 hereof,
      and
      other than in connection with the purchase of shares of Common Stock prior
      to
      the Distribution Date. 

     

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

     

    24. Exchange.

     

    (a) Subject
      to applicable laws, rules and regulations, and subject to subsection 24(c)
      below, the Company may, at its option, by action of the Board of Directors,
      at
      any time after the occurrence of a Triggering Event, 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 7(e) hereof) for shares
      of Common Stock at an exchange ratio of one share of Common Stock per Right,
      appropriately adjusted to reflect any stock split, stock dividend or similar
      transaction occurring after the date hereof (such exchange ratio being
      hereinafter referred to as the “Exchange
      Ratio”).
      Notwithstanding the foregoing, the Board of Directors shall not be empowered
      to
      effect such exchange at any time after any Person (other than the Company,
      any
      Subsidiary of the Company, any employee benefit plan of the Company or any
      such
      Subsidiary, or any entity holding Common Stock for or pursuant to the terms
      of
      any such plan), together with all Affiliates and Associates of such Person,
      becomes the Beneficial Owner of 50% or more of the Common Stock then
      outstanding. 

     

    (b) Immediately
      upon the action of the Board of Directors ordering the exchange of any Rights
      pursuant to subsection 24(a) of this Section 24 and without any further action
      and without any notice, the right to exercise such Rights shall terminate and
      the only right thereafter of a holder of such Rights shall be to receive that
      number of shares of Common Stock equal to the number of such Rights held by
      such
      holder multiplied by the Exchange Ratio. The Company shall give public notice
      of
      any such exchange (with prompt written notice thereof to the Rights Agent);
      provided,
      however,
      that
      the failure to give, or any defect in, such notice shall not affect the validity
      of such exchange. The Company 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 shares of Common Stock for Rights will be effected and, in the event
      of
      any partial exchange, the number of Rights which will be exchanged. Any partial
      exchange shall be effected pro rata based on the number of Rights (other than
      Rights which have become void pursuant to the provisions of Section 7(e) hereof)
      held by each holder of Rights. 

     

    (c) In
      the
      event that there shall not be sufficient shares of Common Stock issued but
      not
      outstanding or authorized but unissued to permit any exchange of Rights as
      contemplated in accordance with Section 24(a), the Company shall either take
      such action as may be necessary to authorize additional shares of Common Stock
      for issuance upon exchange of the Rights or alternatively, at the option of
      a
      majority of the Board of Directors, with respect to each Right (i) pay cash
      in
      an amount equal to the Current Value (as hereinafter defined), in lieu of
      issuing shares of Common Stock in exchange therefor, or (ii) issue debt or
      equity securities or a combination thereof, having a value equal to the Current
      Value, in lieu of issuing shares of Common Stock in exchange for each such
      Right, where the value of such securities shall be determined by a nationally
      recognized investment banking firm selected by majority vote of the Board of
      Directors, or (iii) deliver any combination of cash, property, shares of
Common
      Stock and/or other securities having a value equal to the Current Value in
      exchange for each Right. For purposes of this Section 24(c) only, the Current
      Value shall mean the product of the Current Per Share Market Price of shares
      of
      Common Stock on the date of the occurrence of the event described above in
      subparagraph (a), multiplied by the number of shares of Common

     

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    Stock
      for
      which the Right otherwise would be exchangeable if there were sufficient shares
      available. To the extent that the Company determines that some action need
      be
      taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board
      of
      Directors may temporarily suspend the exercisability of the Rights for a period
      of up to sixty (60) days following the date on which the event described in
      Section 24(a) shall have occurred, in order to seek any authorization of
      additional shares of Common Stock and/or to decide the appropriate form of
      distribution to be made pursuant to the above provision and to determine the
      value thereof. In the event of any such suspension, the Company shall issue
      a
      public announcement stating that the exercisability of the Rights has been
      temporarily suspended (with prompt written notice thereof to the Rights
      Agent).

     

    (d) The
      Company shall not be required to issue fractions of shares of Common Stock
      or to
      distribute certificates which evidence fractional shares of Common Stock. In
      lieu of such fractional shares of Common Stock, there shall be paid to the
      registered holders of the Rights Certificates with regard to which such
      fractional shares of Common Stock would otherwise be issuable, an amount in
      cash
      equal to the same fraction of the current market value of a whole share of
      Common Stock (as determined pursuant to the terms hereof). 

     

    (e) The
      Company may, at its option, by majority vote of the Board of Directors, at
      any
      time before any Person has become an Acquiring Person, exchange all or part
      of
      the then outstanding Rights for rights of substantially equivalent value, as
      determined reasonably and with good faith by the Board of Directors, based
      upon
      the advice of one or more nationally recognized investment banking firms.


     

    (f) Immediately
      upon the action of the Board of Directors ordering the exchange of any Rights
      pursuant to subsection 24(e) 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 rights in exchange therefor as has been determined by the Board of
      Directors in accordance with subsection 24(e) above. The Company shall give
      public notice of any such exchange (with prompt written notice thereof to the
      Rights Agent); provided,
      however,
      that
      the failure to give, or any defect in, such notice shall not affect the validity
      of such exchange. The Company 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 transfer agent for the shares of Common Stock of the
      Company. 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 Rights will be
      effected. 

     

    25.    Notice
      of Certain Events.
      

     

    (a) In
      case
      the Company shall propose to effect or permit to occur any Triggering Event
      or
      Section 13 Event, the Company shall give notice thereof to each holder of Rights
      and the Rights Agent in accordance with Section 26 hereof at least twenty (20)
      days prior to
      occurrence of such Triggering Event or such Section 13 Event which shall specify
      the expected date for such Triggering Event or such Section 13 Event for
      purposes of such event. 

     

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

     

    (b) In
      case
      any Triggering Event or Section 13 Event shall occur, then, in any such case,
      the Company shall as soon as practicable thereafter give to each holder of
      a
      Rights Certificate and the Rights Agent, in accordance with Section 26 hereof,
      a
      notice of the occurrence of such event, which shall specify the date of such
      Triggering Event or Section 13 Event, event and the consequences of the event
      to
      holders of Rights under Sections 11(a)(ii) and 13 hereof. 

     

    26.    Notices.
      Notices
      or demands authorized by this Agreement to be given or made by the Rights Agent
      or by the holder of any Rights 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: 

     

    Genco
      Shipping & Trading Limited 

    35
      West
      56th
      Street

    New
      York,
      New York 10019

    Attention:
      Robert Gerald Buchanan or John C. Wobensmith

     

    with
      a
      copy to: 

     

    Kramer
      Levin Naftalis & Frankel LLP

       
1177
      Avenue of the
      Americas

       
New
      York, NY
      10036

                   
Attention:
      Thomas E.
      Molner

    


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

     

    Mellon
      Investor Services LLC

                Newport
      Office Center
      VII

    480
      Washington Blvd.

                Jersey
      City, New Jersey
      07310

                   
      Attn: Relationship Manager

                   
      Fax: (201) 680-4604

     

               
      with a copy to: 

     

    Mellon
      Investor Services LLC

    Newport
      Office Center VII

    480
      Washington Blvd.

    Jersey
      City, New Jersey 07310

    Attention:
      Legal Department

    Fax:
      (201) 680-4610

    


    Notices
      or demands authorized by this Agreement to be given or made by the Company
      or
      the Rights Agent to the holder of any Rights Certificate shall be sufficiently
      given or made if sent by

     

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

     

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

     

    27.    Supplements
      and Amendments.
      Prior
      to the occurrence of a Distribution Date, the Company may supplement or amend
      this Agreement in any respect without the approval of any holders of Rights
      and
      the Rights Agent shall, if the Company so directs, execute such supplement
      or
      amendment. From and after the occurrence of a Distribution Date, the Company
      and
      the Rights Agent may from time to time supplement or amend this Agreement
      without the approval of any holders of Rights in order to (i) cure any
      ambiguity, (ii) correct or supplement any provision contained herein which
      may
      be defective or inconsistent with any other provisions herein, (iii) shorten
      or
      lengthen any time period hereunder or (iv) to change or supplement the
      provisions hereunder in any manner that the Company may deem necessary or
      desirable and that shall not adversely affect the interests of the holders
      of
      Rights (other than an Acquiring Person or an Affiliate or Associate of an
      Acquiring Person); provided, this Agreement may not be supplemented or amended
      to lengthen, pursuant to clause (iii) of this sentence, (A) a time period
      relating to when the Rights may be redeemed at such time as the Rights are
      not
      then redeemable or (B) any other time period unless such lengthening is for
      the
      purpose of protecting, enhancing or clarifying the rights of, and/or the
      benefits to, the holders of Rights (other than an Acquiring Person or an
      Affiliate or Associate of an Acquiring Person). Upon the delivery of a
      certificate from an appropriate officer of the Company that states that the
      proposed supplement or amendment is in compliance with the terms of this Section
      27, the Rights Agent shall execute such supplement or amendment. Prior to the
      Distribution Date, the interests of the holders of Rights shall be deemed
      coincident with the interests of the holders of shares of Common Stock.
      Notwithstanding anything contained in this Agreement to the contrary, the Rights
      Agent may, but shall not be obligated to, enter into any supplement or amendment
      that affects the Rights Agent’s own rights, duties, obligations or immunities
      under this Agreement. 

     

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

     

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

     

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    Agent
      is
      entitled always to assume the Company’s Board of Directors acted in good faith
      and shall be fully protected and incur no liability in reliance thereon.


     

    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 Rights Certificates
      (and, prior to the Distribution Date, the shares of Common Stock) 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 Rights Certificates (and, prior to the Distribution
      Date, the shares of Common Stock). 

     

    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; provided,
      however,
      that
      notwithstanding anything in this Agreement to the contrary, if any such term,
      provision, covenant or restriction is held by such court or authority to be
      invalid, void or unenforceable and the Board of Directors of the Company
      determines in its good faith judgment that severing the invalid language from
      this Agreement would adversely affect the purpose or effect of this Agreement,
      the right of redemption set forth in Section 23 hereof shall be reinstated
      and
      shall not expire until the Close of Business on the tenth day following the
      date
      of such determination by the Board of Directors. 

     

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

     

    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.


     

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

     

    [Signature
      page follows]

     

    
 

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, the parties have executed this Shareholders
      Rights
      Agreement as of the date first written above.

     

     

    GENCO
      SHIPPING & TRADING LIMITED


    


    By:
      /s/ Robert Gerald
      Buchanan                             
 

    Name:
      Robert Gerald Buchanan

    Title:
      President


    


    


    By:
      /s/ John C.
      Wobensmith                                 
 

    Name:
      John C. Wobensmith

    Title:
      Secretary

    


     

    MELLON
      INVESTOR SERVICES LLC

    


    By:
      /s/ Robert
      Kavanagh                             
      

    Name:
      Robert Kavanagh 

    Title:
      Assistant Vice President

    


     

    


    39

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Exhibit
      A

     

    


    CERTIFICATE
      OF DESIGNATIONS OF RIGHTS, PREFERENCES AND PRIVILEGES OF

    SERIES
      A
      PREFERRED STOCK OF GENCO SHIPPING & TRADING LIMITED

    


    The
      undersigned, Robert Gerald Buchanan and John C. Wobensmith do hereby certify:
      

    


    1. That
      they
      are the duly elected and acting President and Secretary, respectively, of Genco
      Shipping & Trading Limited, a Marshall Islands corporation (the
“Company”).
      

    


    2. That
      pursuant to the authority conferred by the Company’s Amended and Restated
      Articles of Incorporation, the Company’s Board of Directors on ______, 200_
      adopted the following resolution designating and prescribing the relative
      rights, preferences and limitations of the Company’s Series A Preferred Stock:


    


    RESOLVED,
      that pursuant to the authority vested in the Board of Directors (the
“Board”)
      of the
      Company by the Articles of Incorporation, the Board does hereby establish a
      series of preferred stock, par value $0.01 per share, and the designation and
      certain powers, preferences and other special rights of the shares of such
      series, and certain qualifications, limitations and restrictions thereon, are
      hereby fixed as follows: 

     

    Section
      1.    Designation
      and Amount.
      The
      shares of such series shall be designated as “Series
      A Preferred Stock”.
      The
Series
      A Preferred Stock
      shall
      have a par value of $0.01 per share, and the number of shares constituting
      such
      series shall initially be 1,000,000, which number the Board may from time to
      time increase or decrease (but not below the number then
      outstanding).

     

    Section
      2.    Proportional
      Adjustment.
      In the
      event the Company shall at any time after the issuance of any share or shares
      of
Series
      A Preferred Stock
      (i)
      declare any dividend on the common stock of the Company par value $0.01 per
      share (the “Common
      Stock”)
      payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock
      or (iii) combine the outstanding Common Stock into a smaller number of shares,
      then in each such case the Company shall simultaneously effect a proportional
      adjustment to the number of outstanding shares of Series
      A Preferred Stock.
      

     

    Section
      3.    Dividends
      and Distributions.
      

     

    (a) Subject
      to the prior and superior right of the holders of any shares of any series of
      preferred stock ranking prior and superior to the shares of Series
      A Preferred Stock
      with
      respect to dividends, the holders of shares of Series
      A Preferred Stock
      shall be
      entitled to receive when, as and if declared by the Board out of funds legally
      available for the purpose, quarterly dividends payable in cash on the last
      day
      of February, May, August and November in each year (each such date being
      referred to herein as a “Quarterly
      Dividend Payment Date”),
      commencing on the first Quarterly Dividend Payment Date after the first issuance
      of a share or fraction of a share of Series A Preferred Stock, in an amount
      per
      share (rounded to the nearest cent) equal to 1,000 times the aggregate per
      share
      amount of all cash dividends, and 1,000 times the aggregate

     

    A-1

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    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 Series A Preferred Stock.
      

     

    (b) The
      Company shall declare a dividend or distribution on the Series A Preferred
      Stock
      as provided in paragraph (a) above immediately after it declares a dividend
      or
      distribution on the Common Stock (other than a dividend payable in shares of
      Common Stock). 

     

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

     

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

     

    (a) Each
      share of Series A Preferred Stock shall entitle the holder thereof to 1,000
      votes on all matters submitted to a vote of the Shareholders of the Company.
      

     

    (b) Except
      as
      otherwise provided herein or by law, the holders of shares of Series A Preferred
      Stock and the holders of shares of Common Stock shall vote together as one
      class
      on all matters submitted to a vote of Shareholders of the Company. 

     

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

     

    Section
      5.    Certain
      Restrictions.
      

     

    (a) The
      Company shall not declare any dividend on, make any distribution on, or redeem
      or purchase or otherwise acquire for consideration any shares of Common Stock
      after the first issuance of a share or fraction of a share of Series A Preferred
      Stock unless concurrently therewith
      it shall declare a dividend on the Series A Preferred Stock as required by
      Section 3 hereof. 

     

    
      A-2

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (b) Whenever
      quarterly dividends or other dividends or distributions payable on the Series
      A
      Preferred Stock as provided in Section 3 are in arrears, thereafter and until
      all accrued and unpaid dividends and distributions, whether or not declared,
      on
      shares of Series A Preferred Stock outstanding shall have been paid in full,
      the
      Company shall not (i) declare or pay dividends on, make any other distributions
      on, or redeem or purchase or otherwise acquire for consideration any shares
      of
      stock ranking junior (either as to dividends or upon liquidation, dissolution
      or
      winding up) to the Series A Preferred Stock; (ii) declare or pay dividends
      on,
      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 Series
      A
      Preferred Stock, except dividends paid ratably on the Series A Preferred Stock
      and all such parity stock on which dividends are payable or in arrears in
      proportion to the total amounts to which the holders of all such shares are
      then
      entitled; (iii) redeem or purchase or otherwise acquire for consideration shares
      of any stock ranking on a parity (either as to dividends or upon liquidation,
      dissolution or winding up) with the Series A Preferred Stock, provided that
      the
      Company may at any time redeem, purchase or otherwise acquire shares of any
      such
      parity stock in exchange for shares of any stock of the Company ranking junior
      (either as to dividends or upon dissolution, liquidation or winding up) to
      the
      Series A Preferred Stock; (iv) purchase or otherwise acquire for consideration
      any shares of Series A Preferred Stock, or any shares of stock ranking on a
      parity with the Series A Preferred Stock, except in accordance with a purchase
      offer made in writing or by publication (as determined by the Board) to all
      holders of such shares upon such terms as the Board, after consideration of
      the
      respective annual dividend rates and other relative rights and preferences
      of
      the respective series and classes, shall determine in good faith will result
      in
      fair and equitable treatment among the respective series or classes.


     

    (c) The
      Company shall not permit any subsidiary of the Company to purchase or otherwise
      acquire for consideration any shares of stock of the Company unless the Company
      could, under paragraph (a) of this Section 5, purchase or otherwise acquire
      such
      shares at such time and in such manner. 

     

    Section
      6.    Reacquired
      Shares.
      Any
      shares of Series A Preferred Stock purchased or otherwise acquired by the
      Company 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 to be created by resolution or resolutions
      of
      the Board, subject to the conditions and restrictions on issuance set forth
      herein and, in the Articles of Incorporation, as then amended. 

     

    Section
      7.    Liquidation,
      Dissolution or Winding Up.
      Upon
      any liquidation, dissolution or winding up of the Company , the holders of
      shares of Series A Preferred Stock shall be entitled to receive an aggregate
      amount per share equal to 1,000 times the aggregate amount to be distributed
      per
      share to holders of shares of Common Stock plus an amount equal to any accrued
      and unpaid dividends on such shares of Series A Preferred Stock.

     

    
      A-3

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Section
      8.    Consolidation,
      Merger, etc.
      In case
      the Company shall enter into any consolidation, merger, combination or other
      transaction in which the shares of Common Stock are exchanged for or changed
      into other stock or securities, cash and/or any other property, then in any
      such
      case the shares of Series A Preferred Stock shall at the same time be similarly
      exchanged or changed in an amount per share equal to 1,000 times the aggregate
      amount of stock, securities, cash and/or any other property (payable in kind),
      as the case may be, into which or for which each share of Common Stock is
      changed or exchanged. 

     

    Section
      9.    No
      Redemption.
      The
      shares of Series A Preferred Stock shall not be redeemable. 

     

    Section
      10.   Ranking.
      The
      Series A Preferred Stock shall rank junior to all other series of the Company’s
      preferred stock as to the payment of dividends and the distribution of assets,
      unless the terms of any such series shall provide otherwise. 

     

    Section
      11.   Amendment.
      The
      Articles of Incorporation of the Company shall not be further amended in any
      manner which would materially alter or change the powers, preference or special
      rights of the Series A Preferred Stock so as to affect them adversely without
      the affirmative vote of the holders of a majority of the outstanding shares
      of
      Series A Preferred Stock, voting separately as a class. 

     

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

     

    RESOLVED
      FURTHER, that the President or any Vice President and the Secretary or any
      Assistant Secretary of this Company be, and they hereby are, authorized and
      directed to prepare and file a Certificate of Designation of Rights, Preferences
      and Privileges in accordance with the foregoing resolution and the provisions
      of
      Marshall Islands law and to take such actions as they may deem necessary or
      appropriate to carry out the intent of the foregoing resolution.” 

     

    


    REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

     

    
       

      A-4



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    We
      further declare under penalty of perjury that the matters set forth in the
      foregoing Certificate of Designation are true and correct of our own knowledge.
      

    


    Executed
      in New York, New York on __________, 200_.

    


    


    
      	 	
               

              ________________________________

              Robert
                Gerald Buchanan

              President

            
	 	
               

               

               

               

              ________________________________

              John
                C. Wobensmith

              Secretary

            


    

    


     

    


     

    


    
      A-5

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    

    


     

    Exhibit
      B

     

    


     

    [FORM
      OF
      RIGHTS CERTIFICATE]

     

    No.
      R-                                         _________________Rights

    


    


    NOT
      EXERCISABLE AFTER THE EARLIER OF FEBRUARY
      21, 2015 AND THE DATE ON WHICH THE RIGHTS EVIDENCED HEREBY ARE REDEEMED OR
      EXCHANGED BY THE COMPANY AS SET FORTH IN THE RIGHTS AGREEMENT. AS SET FORTH
      IN
      THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS
      OR
      BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS
      ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF
      OF
      SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BE NULL AND VOID. [THE RIGHTS
      REPRESENTED BY THIS RIGHT CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON
      WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN
      ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). THIS
      RIGHT
      CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR MAY BECOME NULL AND
      VOID
      IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS
      AGREEMENT.]1 
      THE
      RIGHTS SHALL NOT BE EXERCISABLE FOR SECURITIES IN ANY JURISDICTION IF (I) THE
      REQUISITE QUALIFICATION IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED,
      (II)
      SUCH EXERCISE SHALL NOT BE PERMITTED UNDER APPLICABLE LAW OR (III) IF
      APPLICABLE, A REGISTRATION STATEMENT IN RESPECT OF SUCH SECURITIES SHALL NOT
      HAVE BEEN DECLARED EFFECTIVE.

    


    RIGHT
      CERTIFICATE

    GENCO
      SHIPPING & TRADING LIMITED

    


    This
      Right Certificate certifies that _________________________, or registered
      assigns, is the registered holder of the number of Rights set forth above,
      each
      of which entitles the holder (upon the terms and subject to the conditions
      set
      forth in the Rights Agreement dated as of April 11, 2007 (the "Rights
      Agreement") between Genco Shipping & Trading Limited, a Marshall Islands
      Corporation (the "Company"), and Mellon Investor Services LLC (the "Rights
      Agent")) to purchase from the Company, at any time after the Distribution Date
      and prior to the Expiration Date, one-thousandth of a Preferred Share issuable
      pursuant to the exercise of a Right for twenty five Dollars ($25) (the “Exercise
      Price”), payable in lawful money of the United States of America, upon surrender
      of this Right Certificate, with the form of election to purchase and related
      certificate duly executed, and payment of the Purchase Price at an office of
      the
      Rights Agent designated for such purpose.

     

     

     

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

    1
      If applicable, insert the portion of the legend and delete the preceding
      sentence.

    
 

    B-1

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Terms
      used herein and not otherwise defined herein have the meanings assigned to
      them
      in the Rights Agreement.

    


    The
      number of Rights evidenced by this Right Certificate (and the number and kind
      of
      shares issuable upon exercise of each Right) and the Purchase Price set forth
      above are as of April 11, 2007, and may have been or in the future be adjusted
      as a result of the occurrence of certain events, as more fully provided in
      the
      Rights Agreement.

     

    Upon
      the
      occurrence of a Section 11(a)(ii) Event, if the Rights evidenced by this Right
      Certificate are beneficially owned by (a) an Acquiring Person or an Associate
      or
      Affiliate of an Acquiring Person, (b) a transferee of an Acquiring Person (or
      any such Associate or Affiliate) who becomes a transferee after the Acquiring
      Person becomes such, or (c) under certain circumstances specified in the Rights
      Agreement, a transferee of an Acquiring Person (or any such Associate or
      Affiliate) who becomes a transferee prior to or concurrently with the Acquiring
      Person becoming such, such Rights shall become null and void, and no holder
      hereof shall have any right with respect to such Rights from and after the
      occurrence of such Section l1(a)(ii) Event.

     

    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, which
      limitations of rights include the temporary suspension of the exercisability
      of
      such Rights under the specific circumstances set forth in the Rights Agreement.
      Copies of the Rights Agreement are on file at the principal executive offices
      of
      the Company.

     

    Upon
      surrender at an office of the Rights Agent designated for such purpose and
      subject to the terms and conditions set forth in the Rights Agreement, any
      Rights Certificate or Certificates may be transferred or exchanged for another
      Rights Certificate or Certificates evidencing a like number of Rights as the
      Rights Certificate or Certificates surrendered.

     

    Subject
      to the provisions of the Rights Agreement, the Board of Directors of the Company
      may, at its option at any time prior to (i) the close of business on the tenth
      day after the Share Acquisition Date (or such later date as a majority of the
      Continuing Directors may designate prior to such time as the Rights are no
      longer redeemable) and (ii) the Final Expiration Date, redeem all but not less
      than all the then outstanding Rights at a redemption price of $0.01 per Right,
      appropriately adjusted to reflect any stock split, stock dividend or similar
      transaction occurring after the date hereof.

     

    No
      fractional Common Shares will be issued upon the exercise of any Right or Rights
      evidenced hereby, but in lieu thereof a cash payment will be made, as provided
      in the Rights Agreement. If this Right Certificate shall be exercised in part,
      the holder shall be entitled to receive upon surrender hereof another Right
      Certificate or Certificates for the number of whole Rights not
      exercised.

     

    B-2

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    No
      holder
      of this Right Certificate shall be entitled to vote, receive dividends or be
      deemed for any purpose the holder of the shares 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-3


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF,
      the
      Company has caused this instrument to be duly executed under its corporate
      seal
      by its authorized officers.

     

    Dated
      as
      of

    
      	 	
              GENCO
                SHIPPING & TRADING LIMITED

               

            
	
              THE
                COMMON SEAL                 )

              OF
                GENCO SHIPPING & TRADING LIMITED  )

              was
                affixed to this deed                )

              in
                the presence of                       
                )

            	
              By:_______________________________

              Name:
                Robert Gerald Buchanan 

              Title:
                President

               

               

              By:_______________________________

              Name:
                John C. Wobensmith

              Title:
                Secretary

            
	 	 
	
              Countersigned:

               

              Mellon
                Investor Services LLC

              as
                Rights Agent

              By:____________________________

              Authorized
                Signature

            	 


    

    


     

     

     

     

     

    B-4

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Form
      of
      Reverse Side of Right Certificate

    


    


    FORM
      OF
      ASSIGNMENT

    


    


    (To
      be
      executed if the registered holder 

    desires
      to transfer the Right Certificate.)

    


    FOR
      VALUE
      RECEIVED___________________________________________________

    hereby
      sells, assigns and transfers unto
      _________________________________________

    ______________________________________________________________________

    (Please
      print name and address of transferee)

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

    Dated:
      _________________, 20— 

    


    _________________________________

    Signature
      

    Signature
      Guaranteed:

    


    


    


    


    


    


    


    Signatures
      must be guaranteed by a participant in the Securities Transfer Agent Medallion
      Program, the Stock Exchanges Medallion Program or the New York Stock Exchange,
      Inc. Medallion Signature Program.

     

     

     

    B-5

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    Certificate

     

    The
      undersigned hereby certifies by checking the appropriate boxes
      that:

     

    (1) the
      Rights evidenced by this Right Certificate ___ are ___ are not being assigned
      by
      or on behalf of a Person who is or was an Acquiring Person or an Affiliate
      or
      Associate of any such Acquiring Person (as such terms are defined in the Rights
      Agreement);

     

    (2) after
      due
      inquiry and to the best knowledge of the undersigned, it ___ did ___ did not
      acquire the Rights evidenced by this Right Certificate from any Person who
      is,
      was or became an Acquiring Person or an Affiliate or Associate of an Acquiring
      Person

     

    Dated:
      ___________, 20__   _______________________________

    Signature

    


     

    Signature
      Guaranteed:

     

    Signatures
      must be guaranteed by a participant in the Securities Transfer Agent Medallion
      Program, the Stock Exchanges Medallion Program or the New York Stock Exchange,
      Inc. Medallion Signature Program.

     

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

     

     

     

     

    B-6


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FORM
      OF
      ELECTION TO PURCHASE

    


    (To
      be
      executed if the registered holder desires to exercise

    Rights
      represented by the Right Certificate.)

    


    To:
      Genco
      Shipping & Trading Limited

    The
      undersigned hereby irrevocably elects to exercise _____________ Rights
      represented by this Right Certificate to purchase Preferred Shares issuable
      upon
      the exercise of the Rights (or such other securities of the Company or of any
      other person which may be issuable upon the exercise of the Rights) and requests
      that certificates for such securities be issued in the name of and delivered
      to:

     

    Please
      insert social security 

    or
      other identifying number

    ___________________________________________________________________________

    (Please
      print name and address)

    ___________________________________________________________________________

    


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

     

    Please
      insert social security 

    or
      other identifying number

    ___________________________________________________________________________

    (Please
      print name and address)

    ___________________________________________________________________________

    


    Dated:
      ____________, 20__

    _______________________________

    Signature

    


    


    Signature
      Guaranteed:

     

    Signatures
      must be guaranteed by a participant in the Securities Transfer Agent Medallion
      Program, the Stock Exchanges Medallion Program or the New York Stock Exchange,
      Inc. Medallion Signature Program.

     

     

    
 

    


    B-7

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    Certificate

    


    The
      undersigned hereby certifies by checking the appropriate boxes
      that:

     

    (1) the
      Rights evidenced by this Right Certificate [___] are [___] are not being
      assigned by or on behalf of a Person who is or was an Acquiring Person or an
      Affiliate or Associate of any such Acquiring Person (as such terms are defined
      in the Rights Agreement);

     

    (2) after
      due
      inquiry and to the best knowledge of the undersigned, it [___] did [___] did
      not
      acquire the Rights evidenced by this Right Certificate from any Person who
      is,
      was or became an Acquiring Person or an Affiliate or Associate of an Acquiring
      Person

     

    Dated:
      ___________, 20__   _______________________________

    Signature

    


     

    


     

    


     

    Signature
      Guaranteed:

     

    Signatures
      must be guaranteed by a participant in the Securities Transfer Agent Medallion
      Program, the Stock Exchanges Medallion Program or the New York Stock Exchange,
      Inc. Medallion Signature Program.

     

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

     

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

     

    


    B-8

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    Exhibit
      C

     

     

    SUMMARY
      OF RIGHTS

     

    
      	
              Distribution
                and Transfer of Rights:

               

            	 
	
              Distribution
                Date:

               

            	
              The
                rights will separate from the common stock and become exercisable
                after
                (1) a person or group acquires ownership of 15% or more of the company's
                common stock or (2) the 10th business day (or such later date as
                determined by the company’s board of directors) after a person or group
                announces a tender or exchange offer which would result in that person
                or
                group holding 15% or more of the company's common
                stock.

            
	
              Preferred
                Stock Purchaseable Upon Exercise of Rights:

               

            	
              On
                the Distribution Date, each holder of a right will be entitled to
                purchase
                for $25 (the “Exercise Price”) a fraction (1/1000th) of one share of the
                company’s preferred stock which has similar economic terms as one share of
                common stock.

            
	
              Flip-in:

               

            	
              If
                an acquiring person (an “Acquiring Person”) acquires more than 15% of the
                company's common stock then each holder of a right (except that acquiring
                person) will be entitled to buy at the Exercise Price, a number of
                shares
                of the company's common stock which has a market value of twice the
                Exercise Price.

            
	
              Flip-over:

               

            	
              If
                after an Acquiring Person acquires more than 15% of the company's
                common
                stock, the company merges into another company (either as the surviving
                corporation or as the disappearing entity) or the company sells more
                than
                50% of its assets or earning power, then each holder of a right (except
                for those owned by the acquirer) will be entitled to purchase at
                the
                Exercise Price, a number of shares of common stock of the surviving
                entity
                which has a then current market value of twice the Exercise
                Price.

            


    

     

     

     

    C-1

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Exchange
                Provision:

               

            	
              Any
                time after the date an Acquiring Person obtains more than 15% of
                the
                company's common stock and before that Acquiring Person acquires
                more than
                50% of the company's outstanding common stock, the company may exchange
                each right owned by all other rights holders, in whole or in part,
                for one
                share of the company's common stock.

            
	
              Redemption
                of Rights:

               

            	
              The
                company can redeem the rights at any time prior to a public announcement
                that a person has acquired ownership of 15% or more of the company's
                common stock.

            
	
              Expiration
                of Rights:

               

            	
              The
                rights expire on the earliest of (1) February 21, 2015 or (2) the
                exchange
                or redemption of the rights as described above.

               

            
	
              Amendment
                of Terms of Rights:

               

            	
              The
                terms of the rights and the Shareholder Rights Plan may be amended
                without
                the consent of the rights holders at any time on or prior to the
                Distribution Date. After the Distribution Date, the terms of the
                rights
                and the Shareholder Rights Plan may be amended to make changes, which
                do
                not adversely affect the rights of the rights holders (other than
                the
                Acquiring Person).

               

            
	
              Voting
                Rights:

               

            	
              The
                rights will not have any voting rights.

               

            
	
              Anti-dilution
                Provisions:

               

            	
              The
                rights will have the benefit of certain customary anti-dilution
                protections

               

            


    

    


     

     

     

    C-2