www.EXFILE.com  888.775-4789   HARSCO CORPORATION FORM 8K


    EXHIBIT
      4.1


    


     

    


     

     

     

     

     

     

    
      

      

    

     

     

    Rights
      Agreement

     

    Dated
      as
      of September 25, 2007,

     

    By
      and
      Between

     

    Harsco
      Corporation

     

    and

     

    Mellon
      Investor Services LLC,

    as
      Rights
      Agent

     

     

     

     

     

     

    
      

      

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
         

        
        

      

      
         

      

    

     

    
      TABLE
        OF CONTENTS

    

     

     

    
      	
              1.

            	
              Certain
                Definitions

            	
              1

            
	
              2.

            	
              Appointment
                of Rights Agent

            	
              5

            
	
              3.

            	
              Issue
                of Right Certificates

            	
              5

            
	
              4.

            	
              Form
                of Right Certificates

            	
              6

            
	
              5.

            	
              Countersignature
                and Registration

            	
              7

            
	
              6.

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

            	
              7

            
	
              7.

            	
              Exercise
                of Rights; Purchase Price; Expiration Date of Rights

            	
              8

            
	
              8.

            	
              Cancellation
                and Destruction of Right Certificates

            	
              9

            
	
              9.

            	
              Company
                Covenants Concerning Securities and Rights

            	
              10

            
	
              10.

            	
              Record
                Date

            	
              11

            
	
              11.

            	
              Adjustment
                of Purchase Price, Number and Kind of Securities or Number of
                Rights

            	
              12

            
	
              12.

            	
              Certificate
                of Adjusted Purchase Price or Number of Securities

            	
              20

            
	
              13.

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

            	
              20

            
	
              14.

            	
              Fractional
                Rights and Fractional Securities

            	
              23

            
	
              15.

            	
              Rights
                of Action

            	
              24

            
	
              16.

            	
              Agreement
                of Rights Holders

            	
              25

            
	
              17.

            	
              Right
                Certificate Holder Not Deemed a Stockholder

            	
              25

            
	
              18.

            	
              Concerning
                the Rights Agent

            	
              26

            
	
              19.

            	
              Merger
                or Consolidation or Change of Name of Rights Agent

            	
              26

            
	
              20.

            	
              Duties
                of Rights Agent

            	
              27

            
	
              21.

            	
              Change
                of Rights Agent

            	
              29

            
	
              22.

            	
              Issuance
                of New Right Certificates

            	
              30

            
	
              23.

            	
              Redemption

            	
              30

            
	
              24.

            	
              Exchange

            	
              31

            
	
              25.

            	
              Notice
                of Certain Events

            	
              32

            
	
              26.

            	
              Notices

            	
              33

            


    

     

     

     

     

     

    
 

    
      
         

      

      
        i

        
          

        

      

      
         

      

    

    
      	
              27.

            	
              Supplements
                and Amendments

            	
              33

            
	
              28.

            	
              Successors;
                Certain Covenants

            	
              34

            
	
              29.

            	
              Benefits
                of This Agreement

            	
              34

            
	
              30.

            	
              Governing
                Law

            	
              34

            
	
              31.

            	
              Severability

            	
              35

            
	
              32.

            	
              Descriptive
                Headings, Etc

            	
              35

            
	
              33.

            	
              Determinations
                and Actions by the Board

            	
              35

            
	
              34.

            	
              Effective
                Time

            	
              36

            
	
              35.

            	
              Counterparts

            	
              36

            


    

    


     

     

     

     

     

    
      	
              Exhibit
                A

            	
              A-1

            
	 	 
	
              Exhibit
                B

            	
              B-1

            
	 	 
	
              Exhibit
                C

            	
              C-1

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        ii

        
          

        

      

      
         

      

    

    RIGHTS
      AGREEMENT

     

    This
      Rights Agreement, dated as of September 25, 2007 (this
“Agreement”), is made and entered into by and between
      Harsco Corporation, a Delaware corporation (the
“Company”), and Mellon Investor Services LLC, as
      Rights Agent (the “Rights Agent”).

     

    RECITALS

     

    WHEREAS,
      on September 25, 2007, the Board of Directors of the Company (the
“Board of Directors”) authorized and declared a
      dividend distribution of one right (a “Right”) for
      each share of Common Stock, par value $1.25 per share, of the Company (a
“Common Share”) outstanding as of the Close of
      Business (as hereinafter defined) on October 9, 2007 (the
“Record Date”), each Right initially representing the
      right to purchase one one-hundredth of a Preferred Share (as hereinafter
      defined), on the terms and subject to the conditions herein set forth, and
      further authorized and directed the issuance of one Right (subject to adjustment
      as provided herein) with respect to each Common Share issued or delivered by
      the
      Company (whether originally issued or delivered from the Company’s treasury)
      after the Record Date but prior to the earlier of the Distribution Date (as
      hereinafter defined) and the Expiration Date (as hereinafter defined) or as
      provided in Section 22.

     

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

     

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

     

    (a)  “Acquiring
      Person” means any Person (other than the Company or any Related
      Person) who or which, together with all Affiliates and Associates of such
      Person, is or becomes the Beneficial Owner of 15% or more
      of the then-outstanding Common Shares; provided, however, that a
      Person will not be deemed to have become an Acquiring Person solely as a result
      of a reduction in the number of Common Shares outstanding unless and until
      such
      time as (A) such Person or any Affiliate or Associate of such Person
      thereafter becomes the Beneficial Owner of additional Common Shares representing
      1% or more of the then-outstanding Common Shares, other than as a result of
      a
      stock dividend, stock split or similar transaction effected by the Company
      in
      which all holders of Common Shares are treated equally, or (B) any other
      Person who is the Beneficial Owner of Common Shares representing 1% or more
      of
      the then-outstanding Common Shares thereafter becomes an Affiliate or Associate
      of such Person. Notwithstanding the foregoing, if the Board of Directors of
      the
      Company determines in good faith that a Person who would otherwise be an
“Acquiring Person” as defined pursuant to the foregoing provisions of this
      Section 1(a), has become such inadvertently, and such Person divests as promptly
      as practicable or agrees in writing with the Company to divest, a sufficient
      number of Common Shares so that such Person would no longer be an “Acquiring
      Person” as defined pursuant to the foregoing provisions of this Section 1(a),
      then such Person shall not be deemed to be an “Acquiring Person” for any
      purposes of this Agreement.

     

    (b)  “Affiliate”
      and “Associate” will 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, provided, however, that a Person will not
      be deemed to be the Affiliate or Associate of another Person solely because
      either or both Persons are or were Directors of the Company.

     

    (c)  A
      Person
      will be deemed the “Beneficial Owner” of, and to
“Beneficially Own,” any securities:

     

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

     

    (ii)  the
      beneficial ownership of which such Person or any of such Person’s Affiliates or
      Associates, directly or indirectly, has the right to acquire (whether such
      right
      is exercisable immediately or only after the passage of time) pursuant to any
      agreement, arrangement or understanding (whether or not in writing), or upon
      the
      exercise of conversion rights, exchange rights, warrants, options or other
      rights (in each case, other than upon exercise or exchange of the Rights);
      provided, however, that a Person will not be deemed the Beneficial
      Owner of, or to Beneficially Own, securities tendered pursuant to a tender
      or
      exchange offer made by or on behalf of such Person or any of such Person’s
      Affiliates or Associates until such tendered securities are accepted for
      purchase or exchange; or

     

    (iii)  which
      such Person or any of such Person’s Affiliates or Associates, directly or
      indirectly, has or shares the right to vote or dispose of, including pursuant
      to
      any agreement, arrangement or understanding (whether or not in writing);
      or

     

    (iv)  of
      which
      any other Person is the Beneficial Owner, if such Person or any of such Person’s
      Affiliates or Associates has any agreement, arrangement or understanding
      (whether or not in writing) with such other Person (or any of such other
      Person’s Affiliates or Associates) with respect to acquiring, holding, voting or
      disposing of any securities of the Company;

     

    provided,
      however, that a Person will not be deemed the Beneficial Owner of, or to
      Beneficially Own, any security (A) if such Person has the right to vote such
      security pursuant to an agreement, arrangement or understanding (whether or
      not
      in writing) which (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 (B) if such beneficial ownership
      arises solely as a result of such Person’s status as a “clearing agency,” as
      defined in Section 3(a)(23) of the Exchange Act; providedfurther,
however, that nothing in this Section 1(c) will cause a Person
      engaged in
      business as an underwriter of securities to be the Beneficial Owner of, or
      to
      Beneficially Own, any securities acquired through such Person’s participation in
      good faith in an underwriting syndicate until the expiration of 40 calendar
      days
      after the date of such acquisition, or such later date as the Board of Directors
      of the Company may determine in any specific case.

     

    
      
         

      

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

     

    (e)  “Close
      of Business” on any given date means 5:00 p.m., New York City
      time, on such date; provided, however, that if such date is not a
      Business Day, it means 5:00 p.m., New York City time, on the next succeeding
      Business Day.

     

    (f)  “Common
      Shares” when used with reference to the Company means the shares
      of Common Stock, par value $1.25 per share, of the Company; provided,
however, that if the Company is the continuing or surviving corporation
      in a transaction described in Section 13(a)(ii), “Common Shares” when used with
      reference to the Company means shares of the capital stock or units of the
      equity interests with the greatest aggregate voting power of the
      Company.  “Common Shares” when used with reference to any corporation
      or other legal entity other than the Company, including an Issuer, means shares
      of the capital stock or units of the equity interests with the greatest
      aggregate voting power of such corporation or other legal entity.

     

    (g)  “Company”
      means Harsco Corporation, a Delaware corporation.

     

    (h)  “Distribution
      Date” means the earlier of:  (i) the Close of Business
      on the tenth calendar day following the Share Acquisition
      Date (or, if the tenth calendar day after the Share 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, unless the Distribution Date
      shall have previously occurred, such later date as may be specified by the
      Board
      of Directors of the Company) after the commencement of a tender or exchange
      offer by any Person (other than the Company or any Related Person), if upon
      the
      consummation thereof such Person would be the Beneficial Owner of 15% or more
      of
      the then-outstanding Common Shares.

     

    (i)  “Exchange
      Act” means the Securities Exchange Act of 1934, as
      amended.

     

    (j)  “Expiration
      Date” means the earliest of (i) the Close of Business on the tenth
      anniversary of the Record Date, (ii) the time at which the Rights are redeemed
      as provided in Section 23, and (iii) the time at which all exercisable Rights
      are exchanged as provided in Section 24.

     

    (k)  “Flip-in
      Event” means any event described in clauses (A), (B) or (C) of
      Section 11(a)(ii).

     

    (l)  “Flip-over
      Event” means any event described in clauses (i), (ii) or (iii) of
      Section 13(a).

     

    (m)  “Issuer”
      has the meaning set forth in Section 13(b).

     

    (n)  “Person”
      means any individual, firm, corporation, limited liability company, partnership,
      trust or other legal entity, and includes any successor (by merger or otherwise)
      of such entity.

     

    
      
         

      

      
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    (o)  “Preferred
      Shares” means shares of Series A Junior Participating Cumulative
      Preferred Stock, par value $1.25 per share, of the Company having substantially
      the rights and preferences set forth in the form of Amended Certificate of
      Designation, Preferences and Rights attached as
Exhibit A.

     

    (p)  “Purchase
      Price” means initially $230.00 per one one-hundredth of a
      Preferred Share, subject to adjustment from time to time as provided in this
      Agreement.

     

    (q)  “Record
      Date” has the meaning set forth in the Recitals to this
      Agreement.

     

    (r)  “Redemption
      Price” means $0.001 per Right, subject to adjustment by resolution
      of the Board of Directors of the Company to reflect any stock split, stock
      dividend or similar transaction occurring after the Record Date.

     

    (s)  “Related
      Person” means (i) any Subsidiary of the Company or (ii) any
      employee benefit or stock ownership plan of the Company or of any Subsidiary
      of
      the Company or any entity holding Common Shares for or pursuant to the terms
      of
      any such plan.

     

    (t)  “Right”
      has the meaning set forth in the Recitals to this Agreement.

     

    (u)  “Right
      Certificates” means certificates evidencing the Rights, in
      substantially the form attached as Exhibit B.

     

    (v)  “Rights
      Agent” means Mellon Investor Services LLC, unless and until a
      successor Rights Agent has become such pursuant to the terms of this Agreement,
      and thereafter, “Rights Agent” means such successor Rights Agent.

     

    (w)  “Securities
      Act” means the Securities Act of 1933, as amended.

     

    (x)  “Share
      Acquisition Date” means the first date of public announcement by
      the Company (by press release, filing made with the Securities and Exchange
      Commission or otherwise) that an Acquiring Person has become such.

     

    (y)  “Subsidiary”
      when used with reference to any Person means any corporation or other legal
      entity of which a majority of the voting power of the voting equity securities
      or equity interests is owned, directly or indirectly, by such Person;
provided, however, that for purposes of Section 13(b),
“Subsidiary” when used with reference to any Person means any corporation
      or
      other legal entity of which at least 20% of the voting power of the voting
      equity securities or equity interests is owned, directly or indirectly, by
      such
      Person.

     

    (z)  “Trading
      Day” means any day on which the principal national securities
      exchange or quotation system on which the Common Shares are listed or admitted
      to trading is open for the transaction of business or, if the Common Shares
      are
      not listed or admitted to trading on any national securities exchange or
      quotation system, a Business Day.

     

    (aa)  “Triggering
      Event” means any Flip-in Event or Flip-over Event.

     

    
      
         

      

      
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    2.  Appointment
      of Rights Agent.  The Company hereby appoints the Rights Agent to
      act as agent for the Company in accordance with the terms and conditions of
      this
      Agreement, and the Rights Agent hereby accepts such appointment.  The
      Company may from time to time act as co-Rights Agent or appoint such co-Rights
      Agents as it may deem necessary or desirable.  Any actions which may
      be taken by the Rights Agent pursuant to the terms of this Agreement may be
      taken by any such co-Rights Agent.  To the extent that any co-Rights
      Agent takes any action pursuant to this Agreement, such co-Rights Agent will
      be
      entitled to all of the rights and protections of, and subject to all of the
      applicable duties and obligations imposed upon, the Rights Agent pursuant to
      the
      terms of this Agreement.  The Rights Agent shall have no duty to
      supervise, and in no event will be liable for, the acts or omissions of any
      such
      co-Rights Agent.

     

    3.  Issue
      of Right Certificates.  (a) Until the Distribution Date, (i) the
      Rights will be evidenced by the certificates representing Common Shares
      registered in the names of the record holders thereof, which certificates
      representing Common Shares will also be deemed to be Right Certificates (or,
      if
      the Common Shares are uncertificated, by the registration of the associated
      Common Shares on the stock transfer books of the Company), (ii) the Rights
      will
      be transferable only in connection with the transfer of the underlying Common
      Shares, (iii) the transfer of any Common Shares in respect of which Rights
      have
      been issued will also constitute the transfer of the Rights associated with
      such
      Common Shares, and (iv) the interests of the holders of the Rights as such
      shall
      be deemed coincident with the interests of the holders of the Common
      Shares.  Commencing as promptly as practicable after the Record Date,
      the Company will make available a copy of a Summary of Rights to Purchase
      Preferred Stock in substantially the form attached as Exhibit C to
      any holder of Rights who may request it from time to time prior to the
      Expiration Date.

     

    (b)  Rights
      will be issued by the Company in respect of all Common Shares (other than Common
      Shares issued upon the exercise or exchange of any Right) issued or delivered
      by
      the Company (whether originally issued or delivered from the Company’s treasury)
      after the Record Date but prior to the earlier of the Distribution Date and
      the
      Expiration Date.  Certificates evidencing such Common Shares will have
      stamped on, impressed on, printed on, written on, or otherwise affixed to them
      substantially the following legend or such similar legend as the Company may
      deem appropriate (but which does not affect the rights, duties or
      responsibilities of the Rights Agent) and as is 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 quotation system on which the Common
      Shares may from time to time be listed or quoted, or to conform to
      usage:

     

    This
      Certificate also evidences and entitles the holder hereof to certain Rights
      as
      set forth in a Rights Agreement between Harsco Corporation and Mellon Investor
      Services LLC, dated as of September 25, 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
      Harsco Corporation.  The Rights are not exercisable prior to the
      occurrence of certain events specified in the Rights Agreement.  Under
      certain circumstances, as set forth in the Rights Agreement, such Rights may
      be
      redeemed, may be exchanged, may expire, may be amended, or may be evidenced
      by
      separate certificates and no longer be evidenced by this
      Certificate.  Harsco Corporation will mail to the holder of this


     

     

    
      
         

      

      
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    Certificate
      a copy of the Rights Agreement, as in effect on the date of mailing, without
      charge promptly after receipt of a written request therefor.  Under
      certain circumstances as set forth in the Rights Agreement, Rights that are
      or
      were beneficially owned by an Acquiring Person or any Affiliate or Associate
      of
      an Acquiring Person (as such terms are defined in the Rights Agreement) may
      become null and void.

     

    (c)  Any
      Right
      Certificate issued pursuant to this Section 3 that represents Rights
      beneficially owned by an Acquiring Person or any Associate or Affiliate thereof
      and any Right Certificate issued at any time upon the transfer of any Rights
      to
      an Acquiring Person or any Associate or Affiliate thereof or to any nominee
      of
      such Acquiring Person, Associate or Affiliate and any Right Certificate issued
      pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or
      adjustment of any other Right Certificate referred to in this sentence, shall
      be
      subject to and may (to the extent feasible) contain substantially the following
      legend or such similar legend as the Company may deem appropriate (but which
      does not affect the rights, duties or responsibilities of the Rights Agent)
      and
      as is not inconsistent with the provisions of this Agreement, or as may be
      required to comply with any applicable law or with any rule or regulation made
      pursuant thereto or with any rule or regulation of any stock exchange on which
      the Rights may from time to time be listed, or to conform to usage:

     

    The
      Rights represented by this Right Certificate are or were beneficially owned
      by a
      Person who was 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 become null and void in the
      circumstances specified in Section 11(a)(ii) or Section 13 of the Rights
      Agreement.

     

    (d)  As
      promptly as practicable after the Distribution Date, the Company will prepare
      and execute, the Rights Agent will countersign and the Company will send or
      cause to be sent (and the Rights Agent will, if requested and provided with
      all
      necessary information, send), by first class, insured, postage prepaid mail,
      to
      each record holder of Common Shares as of the Close of Business on the
      Distribution Date, at the address of such holder shown on the records of the
      Company, a Right Certificate evidencing one Right for each Common Share so
      held,
      subject to adjustment as provided herein.  As of and after the
      Distribution Date, the Rights will be evidenced solely by such Right
      Certificates.  The Company shall promptly notify the Rights Agent of
      the occurrence of the Distribution Date.  Until such notice is
      received by the Rights Agent, the Rights Agent may presume conclusively for
      all
      purposes that the Distribution Date has not occurred.

     

    (e)  In
      the
      event that the Company purchases or otherwise acquires any Common Shares after
      the Record Date but prior to the Distribution Date, any Rights associated with
      such Common Shares will be deemed canceled and retired so that the Company
      will
      not be entitled to exercise any Rights associated with the Common Shares so
      purchased or acquired.

     

    4.  Form
      of Right Certificates.  The Right Certificates (and the form of
      election to purchase and the form of assignment to be printed on the reverse
      thereof) will be substantially in the form attached as Exhibit B
      with such changes and marks of identification or designation, and 

     

     

    
      
         

      

      
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    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 quotation system on which the Rights may from time to time
      be
      listed or quoted, or to conform to usage.  Subject to the provisions
      of Section 22, the Right Certificates, whenever issued, on their face will
      entitle the holders thereof to purchase such number of one one-hundredths of
      a
      Preferred Share as are set forth therein at the Purchase Price set forth
      therein, but the Purchase Price, the number and kind of securities issuable
      upon
      exercise of each Right and the number of Rights outstanding will be subject
      to
      adjustment as provided herein.

     

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

     

    (b)  Following
      the Distribution Date and receipt by the Rights Agent of notice to that effect,
      the Rights Agent will keep or cause to be kept, at the its office designated
      for
      such purpose and at such other offices 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 any quotation system on which the
      Rights may from time to time be listed or quoted, books for registration and
      transfer of the Right Certificates issued hereunder.  Such books will
      show the names and addresses of the respective holders of the Right
      Certificates, the number of Rights evidenced on its face by each of the Right
      Certificates and the date of each of the Right Certificates.

     

    6.  Transfer,
      Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed,
      Lost or Stolen Right Certificates.  (a) Subject to the provisions
      of Sections 7(d) and 14, at any time after the Close of Business on the
      Distribution Date and prior to the Expiration Date, any Right Certificate or
      Right Certificates representing exercisable Rights may be transferred, split
      up,
      combined or exchanged for another Right Certificate or Right Certificates,
      entitling the registered holder to purchase a like number of one one-hundredths
      of a Preferred Share (or other securities, as the case may be) as the Right
      Certificate or Right Certificates surrendered then entitled such holder (or
      former holder in the case of a transfer) to purchase.  

     

     

    
      
         

      

      
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    Any
      registered holder desiring to transfer, split up, combine or exchange any such
      Right Certificate or Right Certificates must make such request in a writing
      delivered to the Rights Agent and must surrender the Right Certificate or Right
      Certificates to be transferred, split up, combined or exchanged at the office
      of
      the Rights Agent designated for such purpose.  Thereupon or as
      promptly as practicable thereafter, subject to the provisions of Sections 7(d)
      and 14, the Company will prepare, execute and deliver to the Rights Agent,
      and
      the Rights Agent will countersign and deliver, a Right Certificate or Right
      Certificates, as the case may be, as so requested.  The Company or the
      Rights Agent may require payment of a sum sufficient to cover any tax or
      governmental charge that may be imposed in connection with any transfer, split
      up, combination or exchange of Right Certificates.  The Rights Agent
      shall have no duty or obligation to transfer, split up, combine or exchange
      any
      Right Certificates under this Section unless and until it is satisfied that
      all
      such taxes and/or governmental charges relating thereto 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 Right Certificate
      and, in case of loss, theft or destruction, of indemnity or security
      satisfactory to them, and, if requested by the Company, reimbursement to the
      Company and the Rights Agent of all reasonable expenses incidental thereto,
      and
      upon surrender to the Rights Agent and cancellation of the Right Certificate
      if
      mutilated, the Company will prepare, execute and deliver a new Right Certificate
      of like tenor to the Rights Agent and the Rights Agent will countersign and
      deliver such new Right Certificate to the registered holder in lieu of the
      Right
      Certificate so lost, stolen, destroyed or mutilated.

     

    7.  Exercise
      of Rights; Purchase Price; Expiration Date of Rights.  (a) The
      registered holder of any Right Certificate may exercise the Rights evidenced
      thereby (except as otherwise provided herein) in whole or in part at any time
      after the Distribution Date and prior to the Expiration Date, upon surrender
      of
      the Right Certificate, with the form of election to purchase on the reverse
      side
      thereof duly executed, to the Rights Agent at the office or offices of the
      Rights Agent designated for such purpose, together with payment in cash, in
      lawful money of the United States of America by certified check or bank draft
      payable to the order of the Company, equal to the sum of (i) the exercise price
      for the total number of securities as to which such surrendered Rights are
      exercised and (ii) an amount equal to any applicable transfer tax required
      to be
      paid by the holder of such Right Certificate in accordance with the provisions
      of Section 9(d).

     

    (b)  Upon
      receipt of a Right Certificate representing exercisable Rights with the form
      of
      election to purchase duly executed, accompanied by payment as described above,
      the Rights Agent will promptly (i) requisition from any transfer agent of the
      Preferred Shares (or make available, if the Rights Agent is the transfer agent)
      certificates representing the number of one one-hundredths of a Preferred Share
      to be purchased or, in the case of uncertificated shares or other securities,
      requisition from any transfer agent therefor a notice setting forth such number
      of shares or other securities to be purchased for which registration will be
      made on the stock transfer books of the Company (and the Company hereby
      irrevocably authorizes and directs its transfer agent to comply with all such
      requests), or, if the Company elects to deposit Preferred Shares issuable upon
      exercise of the Rights hereunder with a depositary agent, requisition from
      

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    the
      depositary agent depositary receipts representing such number of one
      one-hundredths of a Preferred Share as are to be purchased (and the Company
      hereby irrevocably authorizes and directs such depositary agent to comply with
      all such requests), (ii) after receipt of such certificates (or notices or
      depositary receipts, as the case may be), cause the same to be delivered to
      or
      upon the order of the registered holder of such Right Certificate, registered
      in
      such name or names as may be designated by such holder, (iii) when appropriate,
      requisition from the Company or any transfer agent therefor (or make available,
      if the Rights Agent is the transfer agent) certificates representing the number
      of equivalent common shares (or, in the case of uncertificated shares, a notice
      of the number of equivalent common shares for which registration will be made
      on
      the stock transfer books of the Company) to be issued in lieu of the issuance
      of
      Common Shares in accordance with the provisions of Section 11(a)(iii), (iv)
      when
      appropriate, after receipt of such certificates or notices, cause the same
      to be
      delivered to or upon the order of the registered holder of such Right
      Certificate, registered in such name or names as may be designated by such
      holder, (v) when appropriate, requisition from the Company the amount of cash
      to
      be paid in lieu of the issuance of fractional shares in accordance with the
      provisions of Section 14 or in lieu of the issuance of Common Shares in
      accordance with the provisions of Section 11(a)(iii), (vi) when appropriate,
      after receipt, deliver such cash to or upon the order of the registered holder
      of such Right Certificate, and (vii) when appropriate, deliver any due bill
      or
      other instrument provided to the Rights Agent by the Company for delivery to
      the
      registered holder of such Right Certificate as provided by Section
      11(l).

     

    (c)  In
      case
      the registered holder of any Right Certificate exercises less than all the
      Rights evidenced thereby, the Company will prepare, execute and deliver a new
      Right Certificate evidencing Rights equivalent to the Rights remaining
      unexercised and the Rights Agent will countersign and deliver such new Right
      Certificate to the registered holder of such Right Certificate or to his duly
      authorized assigns, subject to the provisions of Section 14.

     

    (d)  Notwithstanding
      anything in this Agreement to the contrary, neither the Rights Agent nor the
      Company will be obligated to undertake any action with respect to any purported
      transfer, split up, combination or exchange of any Right Certificate pursuant
      to
      Section 6 or exercise of a Right Certificate as set forth in this
      Section 7 unless the registered holder of such Right Certificate has (i)
      completed and signed the certificate following the form of assignment or the
      form of election to purchase, as applicable, set forth on the reverse side
      of
      the Right Certificate surrendered for such transfer, split up, combination,
      exchange or exercise and (ii) provided such additional evidence of the
      identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates
      or
      Associates thereof as the Company may reasonably request.

     

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

     

     

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    request
      of the Company, destroy such canceled Right Certificates, and in such case
      will
      deliver a certificate of destruction thereof to the Company.

     

    9.  Company
      Covenants Concerning Securities and Rights.  The Company covenants
      and agrees that:

     

    (a)  It
      will
      cause to be reserved and kept available out of its authorized and unissued
      Preferred Shares or any Preferred Shares held in its treasury, a number of
      Preferred Shares that will be sufficient to permit the exercise in full of
      all
      outstanding Rights in accordance with Section 7.

     

    (b)  So
      long
      as the Preferred Shares (and, following the occurrence of a Triggering Event,
      Common Shares and/or other securities) issuable upon the exercise of the Rights
      may be listed on a national securities exchange or quoted on a quotation system,
      it will endeavor to cause, from and after such time as the Rights become
      exercisable, all securities reserved for issuance upon the exercise of Rights
      to
      be listed on such exchange or quoted on such system, upon official notice of
      issuance upon such exercise.

     

    (c)  It
      will
      take all such action as may be necessary to ensure that all Preferred Shares
      (and, following the occurrence of a Triggering Event, Common Shares and/or
      other
      securities) delivered (or evidenced by registration on the stock transfer books
      of the Company) upon exercise of Rights, at the time of delivery of the
      certificates for (or registration of) such securities, will be (subject to
      payment of the Purchase Price) duly authorized, validly issued, fully paid
      and
      nonassessable securities.

     

    (d)  It
      will
      pay when due and payable any and all federal and state transfer taxes and
      charges that may be payable in respect of the issuance or delivery of the Right
      Certificates and of any certificates representing securities issued upon the
      exercise of Rights (or, if such securities are uncertificated, the registration
      of such securities on the stock transfer books of the Company); provided,
however, that the Company will not be required to pay any transfer
      tax or
      charge which may be payable in respect of any transfer or delivery of Right
      Certificates to a person other than, or the issuance or delivery of certificates
      or depositary receipts representing (or the registration of) securities issued
      upon the exercise of Rights in a name other than that of, the registered holder
      of the Right Certificate evidencing Rights surrendered for exercise, or to
      issue
      or deliver any certificates, depositary receipts or notices representing
      securities issued upon the exercise of any Rights until any such tax or charge
      has been paid (any such tax or charge being payable by the holder of such Right
      Certificate at the time of surrender) or until it has been established to the
      Company’s reasonable satisfaction that no such tax is due.

     

    (e)  It
      will
      use its best efforts (i) to file on an appropriate form, as soon as practicable
      following the later of the Share Acquisition Date and the Distribution Date,
      a
      registration statement under the Securities Act with respect to the securities
      issuable upon exercise of the Rights, (ii) to cause such registration statement
      to become effective as soon as practicable after such filing, and (iii) to
      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 will also take such action as
      may be appropriate under, or to ensure compliance with, 

     

     

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    the
      applicable state securities or “blue sky” laws in connection with the
      exercisability of the Rights.  The Company may temporarily suspend,
      for a period of time after the date set forth in clause (i) of the first
      sentence of this Section 9(e), the exercisability of the Rights in order to
      prepare and file such registration statement and to permit it to become
      effective.  Upon any such suspension, the Company will 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 addition, if the Company determines that a
      registration statement should be filed under the Securities Act or any state
      securities laws following the Distribution Date, the Company may temporarily
      suspend the exercisability of the Rights in each relevant jurisdiction until
      such time as a registration statement has been declared effective and, upon
      any
      such suspension, the Company will issue a public announcement stating that
      the
      exercisability of the Rights has been temporarily suspended, as well as a public
      announcement at such time as the suspension is no longer in
      effect.  Notwithstanding anything in this Agreement to the contrary,
      the Rights will not be exercisable in any jurisdiction if the requisite
      registration or qualification in such jurisdiction has not been effected or
      the
      exercise of the Rights is not permitted under applicable law.  The
      Company will notify the Rights Agent and provide a copy of any public
      announcement it makes pursuant to this Section 9(e).

     

    (f)  Notwithstanding
      anything in this Agreement to the contrary, after the later of the Share
      Acquisition Date and the Distribution Date the Company will not take (or permit
      any Subsidiary to take) any action if at the time such action is taken it is
      reasonably foreseeable that such action will eliminate or otherwise diminish
      the
      benefits intended to be afforded by the Rights.

     

    (g)  In
      the
      event that the Company is obligated to issue other securities of the Company
      and/or pay cash pursuant to Section 11, 13, 14 or 24, it will make all
      arrangements necessary so that such other securities and/or cash are available
      for distribution by the Rights Agent, if and when appropriate under the terms
      of
      this Agreement.

     

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

     

     

     

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    or
      other
      distributions, or to exercise any preemptive rights, and will not be entitled
      to
      receive any notice of any proceedings of the Company, except as provided
      herein.

     

    11.  Adjustment
      of Purchase Price, Number and Kind of Securities or Number of
      Rights.  The Purchase Price, the number and kind of securities
      issuable upon exercise of each Right and the number of Rights outstanding are
      subject to adjustment from time to time as provided in this Section
      11.

     

    (a)  (i)           In
      the event that the Company at any time after the Record Date (A) declares a
      dividend on the Preferred Shares payable in Preferred Shares,
      (B) subdivides the outstanding Preferred Shares, (C) combines the
      outstanding Preferred Shares into a smaller number of Preferred Shares, or
      (D) issues any shares of its capital stock in a reclassification of the
      Preferred Shares (including any such reclassification in connection with a
      consolidation or merger in which the Company is the continuing or surviving
      corporation), except as otherwise provided in this Section 11(a), the Purchase
      Price in effect at the time of the record date for such dividend or of the
      effective date of such subdivision, combination or reclassification and/or
      the
      number and/or kind of shares of capital stock issuable on such date upon
      exercise of a Right, will be proportionately adjusted so that the holder of
      any
      Right exercised after such time is entitled to receive upon payment of the
      Purchase Price then in effect the aggregate number and kind of shares of capital
      stock which, if such Right had been exercised immediately prior to such date
      and
      at a time when the transfer books of the Company for the Preferred Shares were
      open, the holder of such Right would have owned upon such exercise (and, in
      the
      case of a reclassification, would have retained after giving effect to such
      reclassification) and would have been entitled to receive by virtue of such
      dividend, subdivision, combination or reclassification; provided,
however, that in no event shall the consideration to be paid upon
      the
      exercise of one Right be less than the aggregate par value of the shares of
      capital stock issuable upon exercise of one Right.  If an event occurs
      which would require an adjustment under both this Section 11(a)(i) and Section
      11(a)(ii) or Section 13, the adjustment provided for in this Section
      11(a)(i) will be in addition to, and will be made prior to, any adjustment
      required pursuant to Section 11(a)(ii) or Section 13.

     

    (ii)  Subject
      to the provisions of Section 24, if:

     

    (A)  any
      Person becomes an Acquiring Person; or

     

    (B)  any
      Acquiring Person or any Affiliate or Associate of any Acquiring Person, directly
      or indirectly, (1) merges into the Company or otherwise combines with the
      Company and the Company is the continuing or surviving corporation of such
      merger or combination (other than in a transaction subject to Section 13),
      (2)
      merges or otherwise combines with any Subsidiary of the Company, (3) in one
      or
      more transactions (otherwise than in connection with the exercise, exchange
      or
      conversion of securities exercisable or exchangeable for or convertible into
      shares of any class of capital stock of the Company or any of its Subsidiaries)
      transfers cash, securities or any other property to the Company or any of its
      Subsidiaries in exchange (in whole or in part) for shares of any class of
      capital stock of the Company or any of its 

     

     

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    Subsidiaries
      or for securities exercisable or exchangeable for or convertible into shares
      of
      any class of capital stock of the Company or any of its Subsidiaries, or
      otherwise obtains from the Company or any of its Subsidiaries, with or without
      consideration, any additional shares of any class of capital stock of the
      Company or any of its Subsidiaries or securities exercisable or exchangeable
      for
      or convertible into shares of any class of capital stock of the Company or
      any
      of its Subsidiaries (otherwise than as part of a pro rata distribution to all
      holders of shares of any class of capital stock of the Company, or any of its
      Subsidiaries), (4) sells, purchases, leases, exchanges, mortgages, pledges,
      transfers or otherwise disposes (in one or more transactions) to, from, with
      or
      of, as the case may be, the Company or any of its Subsidiaries (otherwise than
      in a transaction subject to Section 13), any property, including
      securities, on terms and conditions less favorable to the Company than the
      Company would be able to obtain in an arm’s-length transaction with an
      unaffiliated third party, (5) receives any compensation from the Company or
      any
      of its Subsidiaries other than compensation as a director or a regular full-time
      employee, in either case at rates consistent with the Company’s (or its
      Subsidiaries’) past practices, or (6) receives the benefit, directly or
      indirectly (except proportionately as a stockholder), of any loans, advances,
      guarantees, pledges or other financial assistance or any tax credits or other
      tax advantage provided by the Company or any of its Subsidiaries;
      or

     

    (C)  during
      such time as there is an Acquiring Person, there is any reclassification of
      securities of the Company (including any reverse stock split), or any
      recapitalization of the Company, or any merger or consolidation of the Company
      with any of its Subsidiaries, or any other transaction or series of transactions
      involving the Company or any of its Subsidiaries (whether or not with or into
      or
      otherwise involving an Acquiring Person), other than a transaction subject
      to
      Section 13, which has the effect, directly or indirectly, of increasing by
      more
      than 1% the proportionate share of the outstanding shares of any class of equity
      securities of the Company or any of its Subsidiaries, or of securities
      exercisable or exchangeable for or convertible into equity securities of the
      Company or any of its Subsidiaries, of which an Acquiring Person, or any
      Affiliate or Associate of any Acquiring Person, is the Beneficial
      Owner;

     

    then,
      and
      in each such case, from and after the latest of the Distribution Date, the
      Share
      Acquisition Date and the date of the occurrence of such Flip-in Event, proper
      provision will be made so that each holder of a Right, except as provided below,
      will thereafter have the right to receive, upon exercise thereof in accordance
      with the terms of this Agreement at an exercise price per Right equal to the
      product of the then-current Purchase Price multiplied by the number of one
      one-hundredths of a Preferred Share for which a Right was exercisable
      immediately prior to the date of the occurrence of such Flip-in Event (or,
      if
      any other Flip-in Event shall have previously occurred, the product of the
      then-current Purchase Price multiplied by the number of one one-hundredths
      of a
      Preferred Share for which a Right was exercisable immediately prior to the
      date
      of the first occurrence of a Flip-in Event), in lieu of Preferred Shares, such
      number of Common Shares as equals the result obtained by (x) multiplying
      the then-current Purchase Price by the number of one one-hundredths of a
      Preferred Share for which a Right was exercisable immediately prior to the
      date
      of the occurrence of such Flip-in Event (or, if any other Flip-in Event shall
      have previously occurred, multiplying the then-current Purchase Price by the
      number of one one-hundredths of a Preferred Share for which a Right was
      exercisable 

     

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    immediately
      prior to the date of the first occurrence of a Flip-in Event), and dividing
      that
      product by (y) 50% of the current per share market price of the Common Shares
      (determined pursuant to Section 11(d)) on the date of the occurrence of such
      Flip-in Event.  Notwithstanding anything in this Agreement to the
      contrary, from and after the first occurrence of a Flip-in Event, any Rights
      that are Beneficially Owned by (A) any Acquiring Person (or any Affiliate
      or Associate of any Acquiring Person), (B) a transferee of any Acquiring
      Person (or any such Affiliate or Associate) who becomes a transferee after
      the
      occurrence of a Flip-in Event, or (C) a transferee of any Acquiring Person
      (or
      any such Affiliate or Associate) who became a transferee prior to or
      concurrently with the occurrence of a Flip-in Event pursuant to either (1)
      a
      transfer from an Acquiring Person to holders of its equity securities or to
      any
      Person with whom it has any continuing agreement, arrangement or understanding
      regarding the transferred Rights or (2) a transfer which the Directors of the
      Company have determined is part of a plan, arrangement or understanding which
      has the purpose or effect of avoiding the provisions of this Section 11(a)(ii),
      and subsequent transferees of any of such Persons, will be void without any
      further action and any holder of such Rights will thereafter have no rights
      whatsoever with respect to such Rights under any provision of this
      Agreement.  The Company will use all reasonable efforts to ensure that
      the provisions of this Section 11(a)(ii) are complied with, but will have no
      liability to any holder of Right Certificates or any other Person as a result
      of
      its failure to make any determinations with respect to an Acquiring Person
      or
      its Affiliates, Associates or transferees hereunder.  Upon the
      occurrence of a Flip-in Event, no Right Certificate that represents Rights
      that
      are or have become void pursuant to the provisions of this Section 11(a)(ii)
      will thereafter be issued pursuant to Section 3 or Section 6, and any Right
      Certificate delivered to the Rights Agent that represents Rights that are or
      have become void pursuant to the provisions of this Section 11(a)(ii) will
      be
      canceled.  Upon the occurrence of a Flip-over Event, any Rights that
      shall not have been previously exercised pursuant to this Section 11(a)(ii)
      shall thereafter be exercisable only pursuant to Section 13 and not pursuant
      to
      this Section 11(a)(ii).  Promptly upon the Company becoming aware of
      the identify of any such Acquiring Person, Associate or Affiliate or the nominee
      of any of the foregoing, the Company shall give the Rights Agent notice of
      the
      identity of any such Acquiring Person, Associate or Affiliate, or the nominee
      of
      any of the foregoing, and the Rights Agent may rely on such notice in carrying
      out its duties under this Agreement and shall not be deemed to have any
      knowledge of the identity of any such Acquiring Person, Associate or Affiliate,
      or the nominee of any of the foregoing unless and until it shall have received
      such notice or until such Acquiring Person, Associate or Affiliate, or the
      nominee of any of the foregoing, has certified their status as such in writing
      to the Rights Agent.

     

    (iii)  Upon
      the
      occurrence of a Flip-in Event, if there are not sufficient Common Shares
      authorized but unissued or issued but not outstanding to permit the issuance
      of
      all the Common Shares issuable in accordance with Section 11(a)(ii) upon the
      exercise of a Right, the Board of Directors of the Company will use its best
      efforts promptly to authorize and, subject to the provisions of Section 9(e),
      make available for issuance additional Common Shares or other equity securities
      of the Company having equivalent voting rights 

     

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    and
      an
      equivalent value (as determined in good faith by the Board of Directors of
      the
      Company) to the Common Shares (for purposes of this Section 11(a)(iii),
“equivalent common shares”).  In the event
      that equivalent common shares are so authorized, upon the exercise of a Right
      in
      accordance with the provisions of Section 7, the registered holder will be
      entitled to receive (A) Common Shares, to the extent any are available, and
      (B)
      a number of equivalent common shares, which the Board of Directors of the
      Company has determined in good faith to have a value equivalent to the excess
      of
      (x) the aggregate current per share market value on the date of the occurrence
      of the most recent Flip-in Event of all the Common Shares issuable in accordance
      with Section 11(a)(ii) upon the exercise of a Right (the “Exercise
      Value”) over (y) the aggregate current per share market value on
      the date of the occurrence of the most recent Flip-in Event of any Common Shares
      available for issuance upon the exercise of such Right; provided,
however, that if at any time after 90 calendar days after the latest
      of the Share Acquisition Date, the Distribution Date and the date of the
      occurrence of the most recent Flip-in Event, there are not sufficient Common
      Shares and/or equivalent common shares available for issuance upon the exercise
      of a Right, then the Company will be obligated to deliver, upon the surrender
      of
      such Right and without requiring payment of the Purchase Price, Common Shares
      (to the extent available), equivalent common shares (to the extent available)
      and then cash (to the extent permitted by applicable law and any agreements
      or
      instruments to which the Company is a party in effect immediately prior to
      the
      Share Acquisition Date), which securities and cash have an aggregate value
      equal
      to the excess of (1) the Exercise Value over (2) the product of the then-current
      Purchase Price multiplied by the number of one one-hundredths of a Preferred
      Share for which a Right was exercisable immediately prior to the date of the
      occurrence of the most recent Flip-in Event (or, if any other Flip-in Event
      shall have previously occurred, the product of the then-current Purchase Price
      multiplied by the number of one one-hundredths of a Preferred Share for which
      a
      Right would have been exercisable immediately prior to the date of the
      occurrence of such Flip-in Event if no other Flip-in Event had previously
      occurred).  To the extent that any legal or contractual restrictions
      prevent the Company from paying the full amount of cash payable in accordance
      with the foregoing sentence, the Company will pay to holders of the Rights
      as to
      which such payments are being made all amounts which are not then restricted
      on
      a pro rata basis and will continue to make payments on a pro rata basis as
      promptly as funds become available until the full amount due to each such Rights
      holder has been paid.

     

    (b)  In
      the
      event that the Company fixes a record date for the issuance of rights, options
      or warrants to all holders of Preferred Shares entitling them (for a period
      expiring within 45 calendar days after such record date) to subscribe for or
      purchase Preferred Shares (or securities having equivalent rights, privileges
      and preferences as the Preferred Shares (for purposes of this Section 11(b),
      “equivalent preferred shares”)) or securities
      convertible into Preferred Shares or equivalent preferred shares at a price
      per
      Preferred Share or equivalent preferred share (or having a conversion price
      per
      share, if a security convertible into Preferred Shares or equivalent preferred
      shares) less than the current per share market price of the Preferred Shares
      (determined pursuant to Section 11(d)) on such record date, the Purchase Price
      to be in effect after such record date will be determined by multiplying the
      Purchase Price in effect immediately prior to such record date by a fraction,
      the numerator of which is the number of Preferred Shares outstanding on such
      record date plus the number of Preferred Shares which 

     

     

     

    
      
         

      

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

     

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

     

    (d)  (i)           For
      the purpose of any computation hereunder, the “current per share
      market price” of Common Shares on any date will be deemed to be
      the average of the daily closing prices per share of such Common Shares for
      the
      30 consecutive Trading Days immediately prior to but not including such date;
      provided, however, that in the event that the current per share
      market price of the Common Shares is determined during a period following the
      announcement by the issuer of such Common Shares of (A) a dividend or
      distribution on such Common Shares payable in such Common Shares or securities
      convertible into such Common Shares (other than the Rights) or (B) any


     

     

     

    
      
         

      

      
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    subdivision,
      combination or reclassification of such Common Shares, and prior to but not
      including the expiration of 30 Trading Days after the ex-dividend date for
      such
      dividend or distribution, or the record date for such subdivision, combination
      or reclassification, then, and in each such case, the current per share market
      price will be appropriately adjusted to take into account ex-dividend trading
      or
      to reflect the current per share market price per Common Share
      equivalent.  The closing price for each day will 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 quotation system with respect to
      securities listed or admitted to trading on the New York Stock Exchange or,
      if
      the Common Shares are not listed or admitted to trading on the New York Stock
      Exchange, as reported in the principal consolidated quotation system with
      respect to securities listed on the principal national securities exchange
      on
      which the Common Shares are listed or admitted to trading or, if the Common
      Shares are not listed or admitted to trading on any national securities
      exchange, the last quoted price or, if not so quoted, the average of the high
      bid and low asked prices in the over-the-counter market, as reported by such
      market then in use, or, if on any such date the Common Shares are not quoted
      by
      any such organization, the average of the closing bid and asked prices as
      furnished by a professional market maker making a market in the Common Shares
      selected by the Board of Directors of the Company.  If the Common
      Shares are not publicly held or not so listed or traded, or are not the subject
      of available bid and asked quotes, “current per share market price” will mean
      the fair value per share as determined in good faith by the Board of Directors
      of the Company, whose determination will be described in a statement filed
      with
      the Rights Agent.

     

    (ii)  For
      the
      purpose of any computation hereunder, the “current per share market
      price” of the Preferred Shares will be determined in the same
      manner as set forth above for Common Shares in Section 11(d)(i), other than
      the
      last sentence thereof.  If the current per share market price of the
      Preferred Shares cannot be determined in the manner provided above, the “current
      per share market price” of the Preferred Shares will be conclusively deemed to
      be an amount equal to the current per share market price of the Common Shares
      multiplied by one hundred (as such number may be appropriately adjusted to
      reflect events such as stock splits, stock dividends, recapitalizations or
      similar transactions relating to the Common Shares occurring after the date
      of
      this Agreement).  If neither the Common Shares nor the Preferred
      Shares are publicly held or so listed or traded, or the subject of available
      bid
      and asked quotes, “current per share market price” of the Preferred Shares will
      mean the fair value per share as determined in good faith by the Board of
      Directors of the Company, whose determination will be described in a statement
      filed with the Rights Agent.  For all purposes of this Agreement, the
      current per share market price of one one-hundredth of a Preferred Share will
      be
      equal to the current per share market price of one Preferred Share divided
      by
      one hundred.

     

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

     

     

    
      
         

      

      
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    millionth
      of a Preferred Share or one ten-thousandth of a Common Share or other security,
      as the case may be.  Notwithstanding the first sentence of this
      Section 11(e), any adjustment required by this Section 11 will be made no later
      than the earlier of (i) three years from the date of the transaction which
      requires such adjustment and (ii) the Expiration Date.

     

    (f)  If
      as a
      result of an adjustment made pursuant to Section 11(a), the holder of any Right
      thereafter exercised becomes entitled to receive any securities of the Company
      other than Preferred Shares, thereafter the number and/or kind of such other
      securities so receivable upon exercise of any Right (and/or the Purchase Price
      in respect thereof) will 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 (and the Purchase Price in respect thereof) contained
      in
      this Section 11, and the provisions of Sections 7, 9, 10, 13 and 14 with
      respect to the Preferred Shares (and the Purchase Price in respect thereof)
      will
      apply on like terms to any such other securities (and the Purchase Price in
      respect thereof).

     

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

     

    (h)  Unless
      the Company has exercised its election as provided in Section 11(i), upon each
      adjustment of the Purchase Price pursuant to Section 11(b) or Section 11(c),
      each Right outstanding immediately prior to the making of such adjustment will
      thereafter evidence the right to purchase, at the adjusted Purchase Price,
      that
      number of one one-hundredths of a Preferred Share (calculated to the nearest
      one
      one-millionth of a Preferred Share) obtained by (i) multiplying (x) the
      number of one one-hundredths of a Preferred Share issuable upon exercise of
      a
      Right immediately prior to such adjustment of the Purchase Price by (y) the
      Purchase Price in effect immediately prior to such adjustment of the Purchase
      Price and (ii) dividing the product so obtained by the Purchase Price in effect
      immediately after such adjustment of the Purchase Price.

     

    (i)  The
      Company may elect, on or after the date of any adjustment of the Purchase Price,
      to adjust the number of Rights in substitution for any adjustment in the number
      of one one-hundredths of a Preferred Share issuable upon the exercise of a
      Right.  Each of the Rights outstanding after such adjustment of the
      number of Rights will be exercisable for the number of one one-hundredths of
      a
      Preferred Share for which a Right was exercisable immediately prior to such
      adjustment.  Each Right held of record prior to such adjustment of the
      number of Rights will become that number of Rights (calculated to the nearest
      one ten-thousandth) obtained by dividing the Purchase Price in effect
      immediately prior to adjustment of the Purchase Price by the Purchase Price
      in
      effect immediately after adjustment of the Purchase Price.  The
      Company will make a public announcement (with prompt notice thereof to the
      Rights Agent) of its election to adjust the number of Rights, indicating the
      record date for the adjustment, and, if known at the time, the amount of the
      adjustment to be made.  Such record date may be the date on which the
      Purchase Price is adjusted or any day thereafter, but, if the Right Certificates
      have been issued, will be at least 10 calendar days later than the date of
      the
      public announcement.  If Right Certificates have been issued, upon
      each adjustment of the number of Rights pursuant to this Section 11(i), the
      Company will, as promptly as practicable, cause to be distributed to holders
      of

     

     

     

    
      
         

      

      
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    record
      of
      Right Certificates on such record date Right Certificates evidencing, subject
      to
      the provisions of Section 14, the additional Rights to which such holders are
      entitled as a result of such adjustment, or, at the option of the Company,
      will
      cause to be distributed to such holders of record in substitution and
      replacement for the Right Certificates held by such holders prior to the date
      of
      adjustment, and upon surrender thereof if required by the Company, new Right
      Certificates evidencing all the Rights to which such holders are entitled after
      such adjustment.  Right Certificates so to be distributed will be
      issued, executed, and countersigned in the manner provided for herein (and
      may
      bear, at the option of the Company, the adjusted Purchase Price) and will be
      registered in the names of the holders of record of Right Certificates on the
      record date specified in the public announcement.

     

    (j)  Without
      respect to any adjustment or change in the Purchase Price and/or the number
      and/or kind of securities issuable upon the exercise of the Rights, the Right
      Certificates theretofore and thereafter issued may continue to express the
      Purchase Price and the number and kind of securities which were expressed in
      the
      initial Right Certificate issued hereunder.

     

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

     

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

     

    (m)  Notwithstanding
      anything in this Agreement to the contrary, the Company will be entitled to
      make
      such reductions in the Purchase Price, in addition to those adjustments
      expressly required by this Section 11, as and to the extent that in its good
      faith judgment the Board of Directors of the Company determines to be advisable
      in order that any (i) consolidation or subdivision of the Preferred Shares,
      (ii)
      issuance wholly for cash of Preferred Shares at less than the current per share
      market price therefor, (iii) issuance wholly for cash of Preferred Shares or
      securities which by their terms are convertible into or exchangeable for
      Preferred Shares, (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 is not taxable to such
      stockholders.

     

    (n)  Notwithstanding
      anything in this Agreement to the contrary, in the event that the Company at
      any
      time after the Record Date prior to the Distribution Date (i) pays a dividend
      on


     

     

    
      
         

      

      
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    the
      outstanding Common Shares payable in Common Shares, (ii) subdivides the
      outstanding Common Shares, (iii) combines the outstanding Common Shares into
      a
      smaller number of shares, or (iv) issues any shares of its capital stock in
      a
      reclassification of the outstanding Common Shares (including any such
      reclassification in connection with a consolidation or merger in which the
      Company is the continuing or surviving corporation), the number of Rights
      associated with each Common Share then outstanding, or issued or delivered
      thereafter but prior to the Distribution Date, will be proportionately adjusted
      so that the number of Rights thereafter associated with each Common Share
      following any such event equals the result obtained by multiplying the number
      of
      Rights associated with each Common Share immediately prior to such event by
      a
      fraction the numerator of which is the total number of Common Shares outstanding
      immediately prior to the occurrence of the event and the denominator of which
      is
      the total number of Common Shares outstanding immediately following the
      occurrence of such event.  The adjustments provided for in this
      Section 11(n) will be made successively whenever such a dividend is paid or
      such
      a subdivision, combination or reclassification is effected.

     

    12.  Certificate
      of Adjusted Purchase Price or Number of Securities.  Whenever an
      adjustment is made as provided in Section 11 or Section 13, the Company will
      promptly (a) prepare a certificate setting forth such adjustment or
      describing such event and a brief statement of the facts, computations and
      methodology accounting for such adjustment, (b) file with the Rights Agent
      and
      with each transfer agent for the Preferred Shares and the Common Shares a copy
      of such certificate, and (c) if such adjustment is made after the Distribution
      Date, mail a brief summary of such adjustment to each holder of a Right
      Certificate in accordance with Section 26.  The Rights Agent shall be
      fully protected in relying on any such certificate and on any adjustment therein
      contained and will have no duty or liability with respect to, and shall not
      be
      deemed to have knowledge of, any adjustment unless and until it shall have
      received such a certificate.

     

    13.  Consolidation,
      Merger or Sale or Transfer of Assets or Earning Power.  (a) In the
      event that:

     

    (i)  at
      any
      time after a Person has become an Acquiring Person, the Company consolidates
      with, or merges with or into, any other Person and the Company is not the
      continuing or surviving corporation of such consolidation or merger;
      or

     

    (ii)  at
      any
      time after a Person has become an Acquiring Person, any Person consolidates
      with
      the Company, or merges with or into the Company, and the Company is the
      continuing or surviving corporation of such merger or consolidation and, in
      connection with such merger or consolidation, all or part of the Common Shares
      is changed into or exchanged for stock or other securities of any other Person
      or cash or any other property; or

     

    (iii)  at
      any
      time after a Person has become an Acquiring Person, the Company, directly or
      indirectly, sells or otherwise transfers (or one or more of its Subsidiaries
      sells or otherwise transfers), in one or more transactions, assets or earning
      power (including without limitation securities creating any obligation on the
      part of the Company and/or any of its Subsidiaries) representing in the
      aggregate more than 50% of the assets or earning power of the Company and its
      Subsidiaries (taken as a whole) to any Person or Persons other than the Company
      or one or more of its wholly owned Subsidiaries;

     

    
      
         

      

      
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    then,
      and
      in each such case, proper provision will be made so that from and after the
      latest of the Share Acquisition Date, the Distribution Date and the date of
      the
      occurrence of such Flip-over Event (A) each holder of a Right thereafter has
      the
      right to receive, upon the exercise thereof in accordance with the terms of
      this
      Agreement at an exercise price per Right equal to the product of the
      then-current Purchase Price multiplied by the number of one one-hundredths
      of a
      Preferred Share for which a Right was exercisable immediately prior to the
      Share
      Acquisition Date, such number of duly authorized, validly issued, fully paid,
      nonassessable and freely tradeable Common Shares of the Issuer, free and clear
      of any liens, encumbrances and other adverse claims and not subject to any
      rights of call or first refusal, as equals the result obtained by
      (x) multiplying the then-current Purchase Price by the number of one
      one-hundredths of a Preferred Share for which a Right is exercisable immediately
      prior to the Share Acquisition Date and dividing that product by (y) 50% of
      the
      current per share market price of the Common Shares of the Issuer (determined
      pursuant to Section 11(d)), on the date of the occurrence of such Flip-over
      Event; (B) the Issuer will thereafter be liable for, and will assume, by virtue
      of the occurrence of such Flip-over Event, all the obligations and duties of
      the
      Company pursuant to this Agreement; (C) the term
“Company” will thereafter be deemed to refer to the
      Issuer; and (D) the Issuer will take such steps (including without
      limitation the reservation of a sufficient number of its Common Shares to permit
      the exercise of all outstanding Rights) in connection with such consummation
      as
      may be necessary to assure that the provisions hereof are thereafter applicable,
      as nearly as reasonably may be possible, in relation to its Common Shares
      thereafter deliverable upon the exercise of the Rights.

     

    (b)  For
      purposes of this Section 13, “Issuer” means (i) in the
      case of any Flip-over Event described in Sections 13(a)(i) or (ii) above, the
      Person that is the continuing, surviving, resulting or acquiring Person
      (including the Company as the continuing or surviving corporation of a
      transaction described in Section 13(a)(ii) above), and (ii) in the case of
      any
      Flip-over Event described in Section 13(a)(iii) above, the Person that is the
      party receiving the greatest portion of the assets or earning power (including
      without limitation securities creating any obligation on the part of the Company
      and/or any of its Subsidiaries) transferred pursuant to such transaction or
      transactions; provided, however, that, in any such case, (A) if
      (1) no class of equity security of such Person is, at the time of such merger,
      consolidation or transaction and has been continuously over the preceding
      12-month period, registered pursuant to Section 12 of the Exchange Act, and
      (2)
      such Person is a Subsidiary, directly or indirectly, of another Person, a class
      of equity security of which is and has been so registered, the term “Issuer”
means such other Person; and (B) in case such Person is a Subsidiary, directly
      or indirectly, of more than one Person, a class of equity security of two or
      more of which are and have been so registered, the term “Issuer” means whichever
      of such Persons is the issuer of the equity security having the greatest
      aggregate market value.  Notwithstanding the foregoing, if the Issuer
      in any of the Flip-over Events listed above is not a corporation or other legal
      entity having outstanding equity securities, then, and in each such case, (x)
      if
      the Issuer is directly or indirectly wholly owned by a corporation or other
      legal entity having outstanding equity securities, then all references to Common
      Shares of the Issuer will be deemed to be references to the Common Shares of
      the
      corporation or other legal entity having outstanding equity securities which
      ultimately controls 

     

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    the
      Issuer, and (y) if there is no such corporation or other legal entity having
      outstanding equity securities, (I) proper provision will be made so that the
      Issuer creates or otherwise makes available for purposes of the exercise of
      the
      Rights in accordance with the terms of this Agreement, a kind or kinds of
      security or securities having a fair market value at least equal to the economic
      value of the Common Shares which each holder of a Right would have been entitled
      to receive if the Issuer had been a corporation or other legal entity having
      outstanding equity securities; and (II) all other provisions of this Agreement
      will apply to the issuer of such securities as if such securities were Common
      Shares.

     

    (c)  The
      Company will not consummate any Flip-over Event if, (i) at the time of or
      immediately after such Flip-over Event, there are or would be any rights,
      warrants, instruments or securities outstanding or any agreements or
      arrangements in effect which would eliminate or substantially diminish the
      benefits intended to be afforded by the Rights, (ii) prior to, simultaneously
      with or immediately after such Flip-over Event, the stockholders of the Person
      who constitutes, or would constitute, the Issuer for purposes of Section 13(a)
      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 the
      organization of the Issuer would preclude or limit the exercisability of the
      Rights.  In addition, the Company will not consummate any Flip-over
      Event unless the Issuer has a sufficient number of authorized Common Shares
      (or
      other securities as contemplated in Section 13(b) above) which have not been
      issued or reserved for issuance to permit the exercise in full of the Rights
      in
      accordance with this Section 13 and unless prior to such consummation the
      Company and the Issuer have executed and delivered to the Rights Agent a
      supplemental agreement providing for the terms set forth in subsections (a)
      and
      (b) of this Section 13 and further providing that as promptly as practicable
      after the consummation of any Flip-over Event, the Issuer will:

     

    (A)  prepare
      and file a registration statement under the Securities Act with respect to
      the
      Rights and the securities issuable upon exercise of the Rights on an appropriate
      form, and use its best efforts to cause such registration statement to (1)
      become effective as soon as practicable after such filing and (2) remain
      effective (with a prospectus at all times meeting the requirements of the
      Securities Act) until the Expiration Date;

     

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

     

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

     

    (d)  The
      provisions of this Section 13 will similarly apply to successive mergers or
      consolidations or sales or other transfers.  In the event that a
      Flip-over Event occurs at any time after the occurrence of a Flip-in Event,
      except for Rights that have become void pursuant to Section 11(a)(ii), Rights
      that shall not have been previously exercised will cease to be exercisable
      in
      the manner provided in Section 11(a)(ii) and will thereafter be exercisable
      in the manner provided in Section 13(a).

     

     

    
      
         

      

      
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    14.  Fractional
      Rights and Fractional Securities.  (a) The Company will not be
      required to issue fractions of Rights or to distribute Right Certificates which
      evidence fractional Rights.  In lieu of such fractional Rights, the
      Company will pay as promptly as practicable to the registered holders of the
      Right Certificates with regard to which such fractional Rights otherwise would
      be issuable, an amount in cash equal to the same fraction of the current market
      value of one Right.  For the purposes of this Section 14(a), the
      current market value of one Right is the closing price of the Rights for the
      Trading Day immediately prior to the date on which such fractional Rights
      otherwise would have been issuable.  The closing price for any day is
      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 quotation system with respect to securities
      listed or admitted to trading on the New York Stock Exchange or, if the Rights
      are not listed or admitted to trading on the New York Stock Exchange, as
      reported in the principal quotation system with respect to securities listed
      on
      the principal national securities exchange on which the Rights are listed or
      admitted to trading or, if the Rights are not listed or admitted to trading
      on
      any national securities exchange, the last quoted price or, if not so quoted,
      the average of the high bid and low asked prices in the over-the-counter market,
      as reported by such market then in use, or, if on any such date the Rights
      are
      not quoted by any such organization, the average of the closing bid and asked
      prices as furnished by a professional market maker making a market in the Rights
      selected by the Board of Directors of the Company.  If the Rights are
      not publicly held or are not so listed or traded, or are not the subject of
      available bid and asked quotes, the current market value of one Right will
      mean
      the fair value thereof as determined in good faith by the Board of Directors
      of
      the Company, whose determination will be described in a statement filed with
      the
      Rights Agent. 

     

    (b)  The
      Company will not be required to issue fractions of Preferred Shares (other
      than
      fractions which are integral multiples of one one-hundredth of a Preferred
      Share) upon exercise of the Rights or to distribute certificates which evidence
      fractional Preferred Shares or to register fractional Preferred Shares on the
      stock transfer books of the Company (other than fractions which are integral
      multiples of one one-hundredth of a Preferred Share).  Fractions of
      Preferred Shares in integral multiples of one one-hundredth of a Preferred
      Share
      may, at the election of the Company, be evidenced by depositary receipts
      pursuant to an appropriate agreement between the Company and a depositary
      selected by it, provided that such agreement provides that the holders of such
      depositary receipts have all the rights, privileges and preferences to which
      they are entitled as beneficial owners of the Preferred Shares represented
      by
      such depositary receipts.  In lieu of fractional Preferred Shares that
      are not integral multiples of one one-hundredth of a Preferred Share, the
      Company may pay to any Person to whom or which such fractional Preferred Shares
      would otherwise be issuable an amount in cash equal to the same fraction of
      the
      current market value of one Preferred Share.  For purposes of this
      Section 14(b), the current market value of one Preferred Share is the closing
      price of the Preferred Shares (as determined in the same manner as set forth
      for
      Common Shares in the second sentence of Section 11(d)(i)) for the Trading Day
      immediately prior to the date of such exercise; provided, however,
      that if the closing price of the Preferred Shares cannot be so determined,
      the
      closing price of the Preferred Shares for such Trading Day will be conclusively
      deemed to be an amount equal to the closing price of the Common Shares
      (determined pursuant to the second sentence of Section 11(d)(i)) for such
      Trading Day multiplied by one hundred (as such number may be appropriately
      adjusted to reflect events such as stock splits, stock dividends,
      recapitalizations or 

     

     

     

    
      
         

      

      
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    similar
      transactions relating to the Common Shares occurring after the date of this
      Agreement); providedfurther, however, that if neither the
      Common Shares nor the Preferred Shares are publicly held or listed or admitted
      to trading on any national securities exchange, or the subject of available
      bid
      and asked quotes, the current market value of one Preferred Share will mean
      the
      fair value thereof as determined in good faith by the Board of Directors of
      the
      Company, whose determination will be described in a statement filed with the
      Rights Agent.

     

    (c)  Following
      the occurrence of a Triggering Event, the Company will not be required to issue
      fractions of Common Shares or other securities issuable upon exercise or
      exchange of the Rights or to distribute certificates which evidence any such
      fractional securities or to register any such fractional securities on the
      stock
      transfer books of the Company.  In lieu of issuing any such fractional
      securities, the Company may pay to any Person to whom or which such fractional
      securities would otherwise be issuable an amount in cash equal to the same
      fraction of the current market value of one such security.  For
      purposes of this Section 14(c), the current market value of one Common Share
      or
      other security issuable upon the exercise or exchange of Rights is the closing
      price thereof (as determined in the same manner as set forth for Common Shares
      in the second sentence of Section 11(d)(i)) for the Trading Day immediately
      prior to the date of such exercise or exchange; provided, however,
      that if neither the Common Shares nor any such other securities are publicly
      held or listed or admitted to trading on any national securities exchange,
      or
      the subject of available bid and asked quotes, the current market value of
      one
      Common Share or such other security will mean the fair value thereof as
      determined in good faith by the Board of Directors of the Company, whose
      determination will mean the fair value thereof as will be described in a
      statement filed with the Rights Agent.

     

    (d)  Whenever
      a payment for fractional Rights or fractional shares is to be made by the Rights
      Agent, the Company will (i) promptly prepare and deliver to the Rights Agent
      a
      certificate setting forth in reasonable detail the facts related to such
      payments and the prices and/or formulas utilized in calculating such payments,
      and (ii) provide sufficient funds to the Rights Agent to make such
      payments.  The Rights Agent shall be fully protected in relying upon
      such a certificate and will have no duty with respect to, and will not be deemed
      to have knowledge of any payment for fractional Rights or fractional shares
      under any Section of this Agreement relating to the payment of fractional Rights
      or fractional shares unless and until the Rights Agent shall have received
      such
      certificate and sufficient funds.

     

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

     

     

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    entitled
      to specific performance of the obligations under this Agreement, and injunctive
      relief against actual or threatened violations of the obligations of any Person
      subject to this Agreement.

     

    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 are transferable only in connection with
      the
      transfer of the Common Shares;

     

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

     

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

     

    (d)  Such
      holder expressly waives any right to receive any fractional Rights and any
      fractional securities upon exercise or exchange of a Right, except as otherwise
      provided in Section 14.

     

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

     

    17.  Right
      Certificate Holder Not Deemed a Stockholder.  No holder, as such,
      of any Right Certificate will be entitled to vote, receive dividends, or be
      deemed for any purpose the holder of Preferred Shares or any other securities
      of
      the Company which may at any time be issuable upon the exercise of the Rights
      represented thereby, nor will anything contained herein or in any Right
      Certificate be construed to confer upon the holder of any Right Certificate,
      as
      such, any of the rights of a stockholder of the Company or any right to vote
      for
      the election of Directors or upon any matter submitted to stockholders at any
      meeting thereof, or to give or withhold consent to any corporate action, or
      to
      receive notice of meetings or other actions affecting stockholders (except
      as
      provided in Section 25), or to receive dividends or subscription rights, or
      otherwise, until the Right or Rights evidenced by such Right Certificate shall
      have been exercised in accordance with the provisions of this Agreement or
      exchanged pursuant to the provisions of Section 24.

     

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

    18.  Concerning
      the Rights Agent.  (a) The Company will pay to the Rights Agent
      reasonable compensation for all services rendered by it hereunder and, from
      time
      to time, on demand of the Rights Agent, its reasonable expenses and counsel
      fees
      and other disbursements incurred in the preparation, delivery, amendment,
      administration and execution of this Agreement and the exercise and performance
      of its duties hereunder.  The Company will also indemnify the Rights
      Agent for, and 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 to
      be
      done by the Rights Agent in connection with the acceptance, administration,
      exercise and performance of its duties under this Agreement, including the
      costs
      and expenses of defending against any claim of liability arising therefrom,
      directly or indirectly.  The costs and expenses incurred in enforcing
      this right of indemnification will 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. 

     

    (b)  The
      Rights Agent will be authorized and protected and will 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 Right Certificate
      or
      certificate or other notice evidencing Preferred Shares or Common Shares or
      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 or opinion of counsel
      as set forth in Section 20.

     

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

     

     

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

    (b)  If
      at any
      time the name of the Rights Agent changes and at such time any of the Right
      Certificates have been countersigned but not delivered, the Rights Agent may
      adopt the countersignature under its prior name and deliver Right Certificates
      so countersigned; and if at that time any of the Right Certificates have not
      been countersigned, the Rights Agent may countersign such Right Certificates
      either in its prior name or in its changed name; and in all such cases such
      Right Certificates will have the full force provided in the Right 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) only upon the following terms and conditions, by all of which the
      Company and the holders of Right Certificates, by their acceptance thereof,
      will
      be bound:

     

    (a)  The
      Rights Agent may consult with legal counsel (who may be legal counsel for the
      Company or an employee of the Rights Agent), and the advice or opinion of such
      counsel will 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 deems
      it
      necessary or desirable that any fact or matter (including, without limitation,
      the identity of any Acquiring Person and the determination of the current per
      share market price of any security) 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 President,
      any
      Vice President, the Secretary or the Treasurer of the Company and delivered
      to
      the Rights Agent, and such certificate will be full authorization to the Rights
      Agent for any action taken, suffered or omitted by it under the provisions
      of
      this Agreement in reliance upon such certificate.

     

    (c)  The
      Rights Agent will be liable hereunder 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).  Anything to the
      contrary notwithstanding, in no event will the Rights Agent be liable for
      special, punitive, indirect, consequential or incidental loss or damage of
      any
      kind whatsoever (including but not limited to lost profits), even if the Rights
      Agent has been advised of the likelihood of such loss or damage.  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.

     

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

     

     

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

    (e)  The
      Rights Agent will 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 and delivery hereof by the Rights Agent) or in respect
      of the validity or execution of any Right Certificate (except its
      countersignature thereof); nor will it be responsible for any breach by the
      Company of any covenant or condition contained in this Agreement or in any
      Right
      Certificate; nor will it be responsible any change in the exercisability of
      the
      Rights for any adjustment required under the provisions of Sections 11 or 13
      (including any adjustment which results in Rights becoming void) or responsible
      for the manner, method or amount of any such adjustment or the ascertaining
      of
      the existence of facts that would require any such adjustment (except with
      respect to the exercise of Rights evidenced by Right Certificates after actual
      notice of any such adjustment after receipt of the certificate described in
      Section 12 upon which the Rights Agent may rely); nor will it by any act
      hereunder be deemed to make any representation or warranty as to the
      authorization or reservation of any shares of stock or other securities to
      be
      issued pursuant to this Agreement or any Right Certificate or as to whether
      any
      shares of stock or other securities will, when issued, be duly authorized,
      validly issued, fully paid and nonassessable.

     

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

     

    (g)  The
      Rights Agent is hereby authorized and directed to accept instructions with
      respect to the performance of its duties hereunder from any one of the Chairman
      of the Board, the President, any Vice President, the Secretary or the Treasurer
      of the Company, and to apply to such officers for advice or instructions in
      connection with its duties, and such instructions shall be full authorization
      and protection to the Rights Agent and the Rights Agent will not be liable
      for
      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.

     

    (h)  The
      Rights Agent and any stockholder, 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 the Rights Agent were not Rights
      Agent under this Agreement.  Nothing herein will preclude the Rights
      Agent or any such stockholder, 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 will 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 

     

     

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

    determined
      by a final, non-appealable order, judgment, decree or ruling of a court of
      competent jurisdiction).  The Rights Agent will not be under any duty
      or responsibility to ensure compliance with any applicable federal or state
      securities laws in connection with the issuance, transfer or exchange of Right
      Certificates.

     

    (j)  If,
      with
      respect to any Right Certificate surrendered to the Rights Agent for exercise,
      transfer, split up, combination or exchange, either (i) 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 or 2 thereof, or (ii) any other actual or suspected
      irregularity exists, the Rights Agent will not take any further action with
      respect to such requested exercise, transfer, split up, combination or exchange
      without first consulting with the Company, and will thereafter take further
      action with respect thereto only in accordance with the Company’s written
      instructions.

     

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

     

    21.  Change
      of Rights Agent.  Except as otherwise provided by Section 31, the
      Rights Agent or any successor Rights Agent may resign and be discharged from
      its
      duties under this Agreement upon 30 calendar days’ notice in writing mailed to
      the Company and to each transfer agent of the Preferred Shares or the Common
      Shares known to the Rights Agent by registered or certified mail, and to the
      holders of the Right Certificates by first class mail.  The Company
      may remove the Rights Agent or any successor Rights Agent upon 30 calendar
      days’
notice in writing, mailed to the Rights Agent or successor Rights Agent, as
      the
      case may be, and to each transfer agent of the Preferred Shares and the Common
      Shares by registered or certified mail, and to the holders of the Right
      Certificates by first class mail.  If the Rights Agent resigns or is
      removed or otherwise becomes incapable of acting, the Company will appoint
      a
      successor to the Rights Agent.  If the Company fails to make such
      appointment within a period of 30 calendar days after giving notice of such
      removal or after it has been notified in writing of such resignation or
      incapacity by the resigning or incapacitated Rights Agent or by the holder
      of a
      Right Certificate (who will, with such notice, submit his Right Certificate
      for
      inspection by the Company), then the registered holder of any Right Certificate
      may apply to any court of competent jurisdiction for the appointment of a new
      Rights Agent.  Any successor Rights Agent, whether appointed by the
      Company or by such a court, will be a Person organized and doing business under
      the laws of the United States or of any state of the United States so long
      as
      such Person is authorized 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.  After appointment, the successor Rights Agent will
      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 will 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 will file notice thereof in writing with the predecessor Rights
      Agent and each transfer agent of 

     

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

    the
      Preferred Shares or the Common Shares, and mail a notice thereof in writing
      to
      the registered holders of the Right Certificates.  Failure to give any
      notice provided for in this Section 21, however, or any defect therein, will
      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 Right Certificates.  Notwithstanding any of the provisions
      of this Agreement or of the Rights to the contrary, the Company may, at its
      option, issue new Right Certificates evidencing Rights in such form as may
      be
      approved by its Board of Directors to reflect any adjustment or change in the
      Purchase Price per share and the number or kind of securities issuable upon
      exercise of the Rights made in accordance with the provisions of this
      Agreement.  In addition, in connection with the issuance or sale by
      the Company of Common Shares following the Distribution Date and prior to the
      Expiration Date, the Company (a) will, with respect to Common Shares so issued
      or sold pursuant to the exercise, exchange or conversion of securities (other
      than Rights) issued prior to the Distribution Date which are exercisable or
      exchangeable for, or convertible into Common Shares, and (b) may, in any other
      case, if deemed necessary, appropriate or desirable by the Board of Directors
      of
      the Company, issue Right Certificates representing an equivalent number of
      Rights as would have been issued in respect of such Common Shares if they had
      been issued or sold prior to the Distribution Date, as appropriately adjusted
      as
      provided herein as if they had been so issued or sold; provided,
however, that (i) no such Right Certificate will be issued if, and
      to the
      extent that, in its good faith judgment the Board of Directors of the Company
      determines that the issuance of such Right Certificate could have a material
      adverse tax consequence to the Company or to the Person to whom or which such
      Right Certificate otherwise would be issued and (ii) no such Right Certificate
      will be issued if, and to the extent that, appropriate adjustment otherwise
      has
      been made in lieu of the issuance thereof.

     

    23.  Redemption.  (a)
      Prior to the Expiration Date, the Board of Directors of the Company may, at
      its
      option, redeem all but not less than all of the then-outstanding Rights at
      the
      Redemption Price at any time prior to the Close of Business on the later of
      (i)
      the Distribution Date and (ii) Share Acquisition Date.  Any such
      redemption will be effective immediately upon the action of the Board of
      Directors of the Company ordering the same, unless such action of the Board
      of
      Directors of the Company expressly provides that such redemption will be
      effective at a subsequent time or upon the occurrence or nonoccurrence of one
      or
      more specified events (in which case such redemption will be effective in
      accordance with the provisions of such action of the Board of Directors of
      the
      Company).

     

    (b)  Immediately
      upon the effectiveness of the redemption of the Rights as provided in Section
      23(a), 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 will be to receive the Redemption Price, without interest
      thereon.  Promptly after the effectiveness of the redemption of the
      Rights as provided in Section 23(a), the Company will publicly announce such
      redemption (with prompt notice thereof to the Rights Agent) and, within 10
      calendar days thereafter, will give notice of such redemption to 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 Company;
provided, however, that the failure to give, or any defect in, any
      such notice will not 

     

     

     

    
      
         

      

      
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    affect
      the validity of the redemption of the Rights.  Any notice that is
      mailed in the manner herein provided will be deemed given, whether or not the
      holder receives the notice.  The notice of redemption mailed to the
      holders of Rights will state the method by which the payment of the Redemption
      Price will be made.  The Company may, at its option, pay the
      Redemption Price in cash, Common Shares (based upon the current per share market
      price of the Common Shares (determined pursuant to Section 11(d)) at the time
      of
      redemption), or any other form of consideration deemed appropriate by the Board
      of Directors of the Company (based upon the fair market value of such other
      consideration, determined by the Board of Directors of the Company in good
      faith) or any combination thereof.  The Company may, at its option,
      combine the payment of the Redemption Price with any other payment being made
      concurrently to holders of Common Shares and, to the extent that any such other
      payment is discretionary, may reduce the amount thereof on account of the
      concurrent payment of the Redemption Price.  If legal or contractual
      restrictions prevent the Company from paying the Redemption Price (in the form
      of consideration deemed appropriate by the Board of Directors) at the time
      of
      redemption, the Company will pay the Redemption Price, without interest,
      promptly after such time as the Company ceases to be so prevented from paying
      the Redemption Price.

     

    24.  Exchange.  (a)
      The Board of Directors of the Company may, at its option, at any time after
      the
      later of the Share Acquisition Date and the Distribution Date, exchange all
      or
      part of the then-outstanding and exercisable Rights (which will not include
      Rights that have become void pursuant to the provisions of Section 11(a)(ii))
      for Common Shares at an exchange ratio of one Common Share per Right,
      appropriately adjusted to reflect any stock split, stock dividend or similar
      transaction occurring after the Record Date (such exchange ratio being
      hereinafter referred to as the “Exchange
      Ratio”).  Any such exchange will be effective
      immediately upon the action of the Board of Directors of the Company ordering
      the same, unless such action of the Board of Directors of the Company expressly
      provides that such exchange will be effective at a subsequent time or upon
      the
      occurrence or nonoccurrence of one or more specified events (in which case
      such
      exchange will be effective in accordance with the provisions of such action
      of
      the Board of Directors of the Company).  Notwithstanding the
      foregoing, the Board of Directors of the Company will not be empowered to effect
      such exchange at any time after any Person (other than the Company or any
      Related Person), who or which, together with all Affiliates and Associates
      of
      such Person, becomes the Beneficial Owner of 50% or more of the then-outstanding
      Common Shares.

     

    (b)  Immediately
      upon the effectiveness of the exchange of any Rights as provided in Section
      24(a), and without any further action and without any notice, the right to
      exercise such Rights will terminate and the only right with respect to such
      Rights thereafter of the holder of such Rights will be to receive that number
      of
      Common Shares equal to the number of such Rights held by such holder multiplied
      by the Exchange Ratio.  Promptly after the effectiveness of the
      exchange of any Rights as provided in Section 24(a), the Company will publicly
      announce such exchange (with prompt notice thereof to the Rights Agent) and,
      within 10 calendar days thereafter, will give notice of 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; provided, however, that the
      failure to give, or any defect in, such notice will not affect the validity
      of
      such exchange.  Any notice that is mailed in the manner herein
      provided will be deemed given, whether or not the holder receives the
      notice.  Each such notice of exchange will state the method by which
      the 

     

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

    exchange
      of the Common Shares for Rights will be effected and, in the event of any
      partial exchange, the number of Rights which will be exchanged.  Any
      partial exchange will be effected pro rata based on the number of Rights (other
      than Rights which have become void pursuant to the provisions of Section
      11(a)(ii)) held by each holder of Rights.

     

    (c)  In
      any
      exchange pursuant to this Section 24, the Company, at its option, may substitute
      for any Common Share exchangeable for a Right (i) equivalent common shares
      (as
      such term is used in Section 11(a)(iii)), (ii) cash, (iii) debt securities
      of
      the Company, (iv) other assets, or (v) any combination of the foregoing, in
      any
      event having an aggregate value, as determined in good faith by the Board of
      Directors of the Company (whose determination will be described in a statement
      filed with the Rights Agent), equal to the current market value of one Common
      Share (determined pursuant to Section 11(d)) on the Trading Day immediately
      preceding the date of the effectiveness of the exchange pursuant to this Section
      24.

     

    25.  Notice
      of Certain Events.  (a) If, after the Distribution Date, the
      Company proposes (i) to pay any dividend payable in stock of any class to the
      holders of Preferred Shares or to make any other distribution to the holders
      of
      Preferred Shares (other than a regular periodic cash dividend), (ii) to offer
      to
      the holders of Preferred Shares rights, options or warrants to subscribe for
      or
      to purchase any additional Preferred Shares or shares of stock of any class
      or
      any other securities, rights or options, (iii) to effect any reclassification
      of
      its Preferred Shares (other than a reclassification involving only the
      subdivision of outstanding Preferred Shares), (iv) to effect any consolidation
      or merger into or with, or to effect any sale or other transfer (or to permit
      one or more of its Subsidiaries to effect any sale or other transfer), in one
      or
      more transactions, of assets or earning power (including, without limitation,
      securities creating any obligation on the part of the Company and/or any of
      its
      Subsidiaries) representing more than 50% of the assets and 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, (v)
      to
      effect the liquidation, dissolution or winding up of the Company, or (vi) to
      declare or pay any dividend on the Common Shares payable in Common Shares or
      to
      effect a subdivision, combination or reclassification of the Common Shares
      then,
      in each such case, the Company will give to the Rights Agent and each holder
      of
      a Right Certificate, to the extent feasible and in accordance with Section
      26, a
      notice of such proposed action, which specifies the record date for the purposes
      of such stock dividend, distribution or offering of rights, options or warrants,
      or the date on which such reclassification, consolidation, merger, sale,
      transfer, liquidation, dissolution or winding up is to take place and the date
      of participation therein by the holders of the Common Shares and/or Preferred
      Shares, if any such date is to be fixed, and such notice will be so given,
      in
      the case of any action covered by clause (i) or (ii) above, at least 10 calendar
      days prior to the record date for determining holders of the Preferred Shares
      for purposes of such action, and, in the case of any such other action, at
      least
      10 calendar days prior to the date of the taking of such proposed action or
      the
      date of participation therein by the holders of the Common Shares and/or
      Preferred Shares, whichever is the earlier.

     

    (b)  In
      case
      any Triggering Event occurs, then, in any such case, the Company will as soon
      as
      practicable thereafter give to the Rights Agent and each holder of a Right
      Certificate, in accordance with Section 26, a notice of the occurrence of such
      event, which specifies the event and the consequences of the event to holders
      of
      Rights.

     

     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    

    (c)  Notwithstanding
      anything in this Agreement to the contrary, prior to the Distribution Date,
      a
      filing by the Company with the Securities and Exchange Commission shall
      constitute sufficient notice to the holders of any Rights or of any Common
      Shares for purposes of this Agreement.

     

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

     

    Harsco
      Corporation

    P.O.
      Box
      8888

    Camp
      Hill, Pennsylvania  17001-8888

    Attention:  Corporate
      Secretary

     

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

     

    Mellon
      Investor Services LLC

    Suite
      2122, One Mellon
      Center

    500
      Grant
      Street

    Pittsburgh,
      Pennsylvania  15258-0001

    Attention:
      Relationship Manager

    Fax:  (412)
      236-8161

    


    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

    


    (c)  Notices,
      notifications, requests or demands authorized by this Agreement to be given
      or
      made by the Company or the Rights Agent to the holder of any Right Certificate
      (or, if prior the Distribution Date, to the holder of any Common Shares) will
      be
      sufficiently given or made if made in writing and sent by first class mail,
      postage prepaid, addressed to such holder at the address of such holder as
      shown
      on the registry books of the Company.

     

    27.  Supplements
      and Amendments.  Prior to the time at which the Rights cease to be
      redeemable pursuant to Section 23, and subject to the penultimate sentence
      of this Section 27, the Company may in its sole and absolute discretion, and
      the
      Rights Agent will if the Company 

     

     

    
      
         

      

      
        33

        
          

        

      

      
         

      

    

    so
      directs, supplement or amend any provision of this Agreement in any respect
      without the approval of any holders of Rights or Common Shares.  From
      and after the time at which the Rights cease to be redeemable pursuant to
      Section 23, and subject to the penultimate sentence of this Section 27, the
      Company may, and the Rights Agent will if the Company so directs, supplement
      or
      amend this Agreement without the approval of any holders of Rights or Common
      Shares in order (i) to cure any ambiguity, (ii) to correct or supplement any
      provision contained herein which may be defective or inconsistent with any
      other
      provisions herein, (iii) to shorten or lengthen any time period hereunder,
      or
      (iv) to supplement or amend the provisions hereunder in any manner which the
      Company may deem desirable; provided, however, that no such
      supplement or amendment shall adversely affect the interests of the holders
      of
      Rights as such (other than an Acquiring Person or an Affiliate or Associate
      of
      an Acquiring Person), and no such supplement or amendment shall cause the Rights
      again to become redeemable or cause this Agreement again to become
      supplementable or amendable otherwise than in accordance with the provisions
      of
      this sentence.  Without limiting the generality or effect of the
      foregoing, this Agreement may be supplemented or amended to provide for such
      voting powers for the Rights and such procedures for the exercise thereof,
      if
      any, as the Board of Directors of the Company may determine to be
      appropriate.  Upon the delivery of a certificate from an officer of
      the Company which states that the proposed supplement or amendment is in
      compliance with the terms of this Section 27, the Rights Agent will execute
      such
      supplement or amendment.  Notwithstanding anything 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.    Notwithstanding anything in this Agreement to
      the contrary, no supplement or amendment may be made which decreases the stated
      Redemption Price to an amount less than $0.001 per
      Right.  Notwithstanding anything in this Agreement to the contrary,
      the limitations on the ability of the Board of Directors to amend this Agreement
      set forth in this Section 27 shall not affect the power or ability of the Board
      of Directors to take any other action that is consistent with its fiduciary
      duties under Delaware law, including without limitation accelerating or
      extending the Expiration Date or making any other amendment to this Agreement
      that is permitted by this Section 27 or adopting a new stockholder rights plan
      with such terms as the Board of Directors determines in its sole discretion
      to
      be appropriate.  

     

    28.  Successors;
      Certain Covenants.  All the covenants and provisions of this
      Agreement by or for the benefit of the Company or the Rights Agent will be
      binding on and inure to the benefit of their respective successors and assigns
      hereunder.

     

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

     

    30.  Governing
      Law.  This Agreement, each Right and each Right Certificate issued
      hereunder will be deemed to be a contract made under the internal substantive
      laws of the State of Delaware and for all purposes will be governed by and
      construed in accordance with the 

     

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

    internal
      substantive laws of such State applicable to contracts to be made and performed
      entirely within such State; provided, however, that all of the
      provisions regarding the rights, duties, liabilities and obligations of the
      Rights Agent shall be governed by and construed in accordance with the laws
      of
      the State of New York applicable to contracts made and to be performed entirely
      within such State.

     

    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 will remain in full force and effect and will
      in
      no way be affected, impaired or invalidated; provided, however,
      that nothing contained in this Section 31 will affect the ability of the Company
      under the provisions of Section 27 to supplement or amend this Agreement to
      replace such invalid, void or unenforceable term, provision, covenant or
      restriction with a legal, valid and enforceable term, provision, covenant or
      restriction; provided, further that if such excluded provision shall
      affect the rights, duties, liabilities or obligations of the Rights Agent,
      the
      Rights Agent may resign and be discharged from its duties under this Agreement
      upon two Business Days’ notice in writing mailed to the Company and to each
      transfer agent of the Preferred Shares or the Common Shares known to the Rights
      Agent by registered or certified mail, and to the holders of the Rights
      Certificates by first class mail.  

     

    32.  Descriptive
      Headings, Etc.  Descriptive headings of the several Sections of
      this Agreement are inserted for convenience only and will not control or affect
      the meaning or construction of any of the provisions hereof.  Unless
      otherwise expressly provided, references herein to Articles, Sections and
      Exhibits are to Articles, Sections and Exhibits of or to this
      Agreement.

     

    33.  Determinations
      and Actions by the Board.  For all purposes of this Agreement, any
      calculation of the number of Common Shares outstanding at any particular time,
      including for purposes of determining the particular percentage of such
      outstanding Common Shares of which any Person is the Beneficial Owner, will
      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 will have the exclusive power and authority to administer this
      Agreement and to exercise all rights and powers specifically granted to the
      Board of Directors of the Company or to the Company, or as may be necessary
      or
      advisable in the administration of this Agreement, including without limitation
      the right and power to (i) interpret the provisions of this Agreement (including
      without limitation Section 27, this Section 33 and other provisions hereof
      relating to its powers or authority hereunder) and (ii) make all determinations
      deemed necessary or advisable for the administration of this Agreement
      (including without limitation any determination contemplated by Section 1(a)
      or
      any determination as to whether particular Rights shall have become
      void).  All such actions, calculations, interpretations and
      determinations (including, for purposes of clause (y) below, any omission with
      respect to any of the foregoing) which are done or made by the Board of
      Directors of the Company in good faith will (x) be final, conclusive and binding
      on the Company, the Rights Agent, the holders of the Rights and all other
      parties and (y) not subject the Board of Directors of the Company to any
      liability to any Person, including without limitation the Rights Agent and
      the
      holders of the Rights.  For all purposes of this Agreement, the Rights
      Agent may assume that the Company’s Board of Directors has acted 

     

     

     

    
      
         

      

      
        35

        
          

        

      

      
         

      

    

    in
      good
      faith, and the Rights Agent will be fully protected and incur no liability
      in
      reliance thereon. 

     

    34.  Effective
      Time.  Notwithstanding anything in this Agreement to the contrary,
      this Agreement will not be effective until the Close of Business on
      September 27, 2007.

     

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

     

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        36

        
          

        

      

      
         

      

    

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

     

     

     

     

    
      	 	
              HARSCO
                CORPORATION

               

               

              By:    ________________________________________

              Name:

              Title:

            
	 	
               

               

               

               

               

            
	 	
              MELLON
                INVESTOR SERVICES LLC, as Rights Agent

               

               

              By:   ________________________________________

              Name:

              Title:

            


    

     

     

     

     

     

     

     

     

    
      
         

      

      
        37

        
          

        

      

      
         

      

    

    EXHIBIT
      A

     

    AMENDED
      CERTIFICATE OF DESIGNATION,

    PREFERENCES
      AND

    RIGHTS
      OF
      SERIES A JUNIOR PARTICIPATING

    CUMULATIVE
      PREFERRED STOCK

    (1.25
      PAR
      VALUE)

    


    of

    


    Harsco
      Corporation

    


     

    Pursuant
      to Section 151 of the General Corporation Law

    of
      the
      State of Delaware

    


    We,
      Derek
      C. Hathaway, Chairman of the Board, and Paul C. Coppock, Secretary, of Harsco
      Corporation, a corporation organized and existing under the General Corporation
      Law of the State of Delaware, in accordance with the provisions of Section
      103
      thereof, DO HEREBY CERTIFY:

     

    That
      pursuant to the authority conferred upon the Board of Directors by the Restated
      Certificate of Incorporation of the said Corporation, the said Board of
      Directors on September 29, 1987, adopted a resolution creating a series of
      400,000 shares of Cumulative Preferred Stock designated as Series A Junior
      Participating Cumulative Preferred Stock with the preferences and rights as
      provided in the Certificate of Designation adopted by the Board; and on June
      24,
      1997, the said Board of Directors adopted a resolution amending the Certificate
      of Designation as follows:

     

    RESOLVED,
      that pursuant to the authority vested in the Board of Directors of this
      Corporation in accordance with the provisions of its Restated Certificate of
      Incorporation, the Certificate of Designation adopted by the Board of Directors
      on September 29, 1987, is hereby amended effective September 28, 1997 as
      follows:

     

    SECTION
      1.  DESIGNATION
      AND AMOUNT.  The shares of such series shall be designated as “Series
      A Junior Participating Cumulative Preferred Stock” and the number of shares
      constituting such series shall be 750,000.

     

    SECTION
      2.  DIVIDENDS
      AND DISTRIBUTIONS.

     

    (A)  Subject
      to the prior and superior rights of the holders of any shares of any series
      of
      Preferred Stock ranking prior and superior to the shares of Series A Junior
      Participating Cumulative Preferred Stock with respect to dividends or
      distributions, the holders of shares of Series A Junior Participating Cumulative
      Preferred Stock shall be entitled to receive, when, as and if declared by the
      Board of Directors out of funds legally available for the purpose, quarterly
      dividends payable in cash on the fifteenth day of February, May, August and
      November in each year (each such date being referred to herein as a “Quarterly
      Dividend Payment Date”), 

     

     

     

    
      
         

      

      
        A–1

        
          

        

      

      
         

      

    

    commencing
      on the first Quarterly Dividend Payment Date after the first issuance of a
      share
      or fraction of a share of Series A Junior Participating Cumulative Preferred
      Stock, in an amount per share (rounded to the nearest cent) equal to the greater
      of (a) $5.00 or (b) subject to the provision for adjustment hereinafter set
      forth, 100 times the aggregate per share amount of all cash dividends, and
      100
      times the aggregate per share amount (payable in kind) of all non-cash dividends
      or other distributions other than a dividend payable in shares of Common Stock
      or a subdivision of the outstanding shares of Common Stock (by reclassification
      or otherwise), declared on the Common Stock, par value $1.25 per share, of
      the
      Corporation (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
      Junior Participating Cumulative Preferred Stock. In the event the Corporation
      shall at any time after September 28,1997 (the “Rights Declaration Date”) (i)
      declare any dividend on Common Stock payable in shares of Common Stock, (ii)
      subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
      Stock into a small number of shares, then in each such case the amount to which
      holders of shares of Series A Junior Participating Cumulative Preferred Stock
      were entitled immediately prior to such event under clause (b) of the preceding
      sentence shall be adjusted by multiplying such amount by a fraction the
      numerator of which is the number of shares of Common Stock outstanding
      immediately after such event and the denominator of which is the number of
      shares of Common Stock that were outstanding immediately prior to such
      event.

     

    (B)  The
      corporation shall declare a dividend or distribution on the Series A Junior
      Participating Cumulative Preferred Stock as provided in paragraph (A) above
      immediately after it declares a dividend or distribution on the Common Stock
      (other than a dividend payable in shares of Common Stock); provided that, in
      the
      event no dividend or distribution shall have been declared on the Common Stock
      during the period between any Quarterly Dividend Payment Date and the next
      subsequent Quarterly Dividend Payment Date, a dividend of $5.00 per share on
      the
      Series A Junior Participating Cumulative Preferred Stock shall nevertheless
      be
      payable on such subsequent Quarterly Dividend Payment Date.

     

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

     

     

    
      
         

      

      
        A–2

        
          

        

      

      
         

      

    

    entitled
      to receive payment of a dividend or distribution declared thereon, which record
      date shall be no more than 45 days prior to the date fixed for the payment
      thereof.

     

    SECTION
      3.  VOTING
      RIGHTS.  In addition to the voting rights set forth in Article FOURTH
      of the Restated Certificate of Incorporation or otherwise required by law,
      the
      holders of shares of Series A Junior Participating Cumulative Preferred Stock
      shall have the following voting rights:

     

    (A)  Subject
      to the provision for adjustment hereinafter set forth, each share of Series
      A
      Junior Participating Cumulative Preferred Stock shall entitle the holder thereof
      to 100 votes on all matters submitted to a vote of the stockholders of the
      Corporation.  In the event the Corporation shall at any time after the
      Rights Declaration Date (i) declare any dividend on 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 number of votes per share to which holders of shares of
      Series A Junior Participating Cumulative Preferred Stock were entitled
      immediately prior to such event shall be adjusted by multiplying such number
      by
      a fraction the numerator of which is the number of shares of Common Stock
      outstanding immediately after such event and the denominator of which is the
      number of shares of Common Stock that were outstanding immediately prior to
      such
      event.

     

    (B)  Except
      as
      otherwise provided herein or by law, the holders of shares of Series A Junior
      Participating Cumulative Preferred Stock and the holders of shares of Common
      Stock shall vote together as one class on all matters submitted to a vote of
      stockholders of the Corporation.

     

    (C)  (i)           If
      at any time dividends on any Series A Junior Participating Cumulative Preferred
      Stock shall be in arrears in an amount equal to six (6) quarterly dividends
      thereon, the occurrence of such contingency shall mark the beginning of a period
      (herein called a “default period”) which shall extend until such time when all
      accrued and unpaid dividends for all previous quarterly dividend periods and
      for
      the current quarterly dividend period on all shares of Series A Junior
      Participating Cumulative Preferred Stock then outstanding shall have been
      declared and paid or set apart for payment.  During each default
      period, all holders of Cumulative Preferred Stock (including holders of the
      Series A Junior Participating Cumulative Preferred Stock) with dividends in
      arrears in an amount equal to six (6) quarterly dividends thereon, voting as
      a
      class, irrespective of series, shall have the right to elect two (2)
      Directors.

     

    (ii)  During
      any default period, such voting right of the holders of Series A Junior
      Participating Cumulative Preferred Stock may be exercised initially at a special
      meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any
      annual meeting of stockholders, and thereafter at annual meetings of
      Stockholders, provided that neither such voting right nor the right of the
      holders of any other series of Cumulative Preferred Stock, if any, to increase,
      in certain cases, the authorized number of Directors shall be exercised unless
      the holders of ten percent (10%) in number of shares of Cumulative Preferred
      Stock outstanding shall be present in person or by proxy. The absence of a
      quorum of the holders of Common Stock shall not affect the exercise by the
      holders of Cumulative Preferred Stock of such voting right.  At any
      meeting at which the 

     

     

     

     

    
      
         

      

      
        A–3

        
          

        

      

      
         

      

    

    holders
      of Cumulative Preferred Stock shall exercise such voting right initially during
      an existing default period, they shall have the right, voting as a class, to
      elect Directors to fill such vacancies, if any, in the Board of Directors as
      may
      then exist up to two (2) Directors or, if such right is exercised at an annual
      meeting, to elect two (2) Directors.  If the number which may be so
      elected at any special meeting does not amount to the required number, the
      holders of the Cumulative Preferred Stock shall have the right to make such
      increase in the number of Directors as shall be necessary to permit the election
      by them of the required number.  After the holders of the Cumulative
      Preferred Stock shall have exercised their right to elect Directors in any
      default period and during the continuance of such period, the number of
      Directors shall not be increased or decreased except by vote of the holders
      of
      Cumulative Preferred Stock as herein provided or pursuant to the rights of
      any
      equity securities ranking senior to or pari passu with the Series A Junior
      Participating Cumulative Preferred Stock.

     

    (iii)  Unless
      the holders of Cumulative Preferred Stock shall, during an existing default
      period, have previously exercised their right to elect Directors, the Board
      of
      Directors may order, or any stockholder or stockholders owning in the aggregate
      not less than ten percent (10%) of the total number of shares of Cumulative
      Preferred Stock outstanding, irrespective of series, may request, the calling
      of
      a special meeting of the holders of Cumulative Preferred Stock, which meeting
      shall thereupon be called by the President, a Vice-President or the Secretary
      of
      the Corporation.  Notice of such meeting and of any annual meeting at
      which holders of Cumulative Preferred Stock are entitled to vote pursuant to
      this paragraph (C)(iii) shall be given to each holder of record of Cumulative
      Preferred Stock by mailing a copy of such notice to him at his last address
      as
      the same appears on the books of the Corporation. Such meeting shall be called
      for a time not earlier than 20 days and not later than 60 days after such order
      or request or in default of the calling of such meeting within 60 days after
      such order or request, such meeting may be called on similar notice by any
      stockholder or stockholders owning in the aggregate not less than ten percent
      (10%) of the total number of shares of Cumulative Preferred Stock
      outstanding.  Notwithstanding the provisions of this paragraph
      (C)(iii), no such special meeting shall be called during the period within
      60
      days immediately preceding the date fixed for the next annual meeting of the
      stockholders.

     

    (iv)  In
      any
      default period, the holders of Common Stock, and other classes of stock of
      the
      Corporation if applicable, shall continue to be entitled to elect the whole
      number of Directors until the holders of Cumulative Preferred Stock shall have
      exercised their right to elect two (2) Directors voting as a class, after the
      exercise of which right (x) the Directors so elected by the holders of
      Cumulative Preferred Stock shall continue in office until their successors
      shall
      have been elected by such holders or until the expiration of the default period,
      and (y) any vacancy in the Board of Directors may (except as provided in
      paragraph (C)(ii) of this Section (3) be filled by vote of a majority of the
      remaining Directors theretofore elected by the holders of the class of stock
      which elected the Director whose office shall have become vacant. References
      in
      this paragraph (C) to Directors elected by the holders of a particular class
      of
      stock shall include Directors elected by such Directors to fill vacancies as
      provided in clause (y) of the foregoing sentence.

     

     

     

    
      
         

      

      
        A–4

        
          

        

      

      
         

      

    

    (v)  Immediately
      upon the expiration of a default period, (x) the right of the holders of
      Cumulative Preferred Stock as a class to elect Directors shall cease, (y) the
      term of any Directors elected by the holders of Cumulative Preferred Stock
      as a
      class shall terminate, and (z) the number of Directors shall be such number
      as
      may be provided for in the certificate of incorporation or by-laws irrespective
      of any increase made pursuant to the provisions of paragraph (C)(ii) of this
      Section 3 (such number being subject, however, to change thereafter in any
      manner provided by law or in the certificate of incorporation or
      by-laws).  Any vacancies in the Board of Directors effected by the
      provisions of clauses (y) and (z) in the preceding sentence may be filled by
      a
      majority of the remaining Directors.

     

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

     

    SECTION
      4.  REACQUIRED
      SHARES.  Any shares of Series A Junior Participating Cumulative
      Preferred Stock purchased or otherwise acquired by the Corporation in any manner
      whatsoever shall be retired and cancelled promptly after the acquisition
      thereof.  All such shares shall upon their cancellation become
      authorized but unissued shares of Cumulative Preferred Stock and may be reissued
      as part of a new series of Cumulative Preferred Stock to be created by
      resolution or resolutions of the Board of Directors, subject to the conditions
      and restrictions on issuance set forth herein.

     

    SECTION
      5.  LIQUIDATION,
      DISSOLUTION OR WINDING UP.

     

    (A)  Upon
      any
      voluntary liquidation, dissolution or winding up of the Corporation, no
      distribution shall be made to the holders of shares of stock ranking (either
      as
      to dividends or upon liquidation, dissolution or winding up) junior to the
      Series A Junior Participating Cumulative Preferred Stock unless, prior thereto,
      the holders of shares of Series A Junior Participating Cumulative Preferred
      Stock shall have received $150 per share, plus an amount equal to accrued and
      unpaid dividends and distributions thereon, whether or not declared, to the
      date
      of such payment (the “Series A Liquidation Preference”).  Following
      the payment of the full amount of the Series A Liquidation Preference, no
      additional distributions shall be made to the holders of shares of Series A
      Junior Participating Cumulative Preferred Stock unless, prior thereto, the
      holders of shares of Common Stock shall have received an amount per share (the
      “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A
      Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth
      in
      subparagraph C below to reflect such events as stock splits, stock dividends
      and
      recapitalizations with respect to the Common Stock) (such number in clause
      (ii),
      the “Adjustment Number”).  Following the payment of the full amount of
      the Series A Liquidation Preference and the Common Adjustment in respect of
      all
      outstanding shares of Series A Junior Participating Cumulative Preferred Stock
      and Common Stock, respectively, holders of Series A Junior Participating
      Cumulative Preferred Stock and holders of shares of Common Stock shall receive
      their ratable and proportionate share of the remaining assets to be distributed
      in the ratio of the Adjustment Number to 1 with respect to such Cumulative
      Preferred Stock and Common Stock, on a per share basis,
      respectively.

     

     

     

     

    
      
         

      

      
        A–5

        
          

        

      

      
         

      

    

    (B)  In
      the
      event, however, that there are not sufficient assets available to permit payment
      in full of the Series A Liquidation Preference and the liquidation preferences
      of all other series of Cumulative Preferred Stock, if any, which rank on a
      parity with the Series A Junior Participating Cumulative Preferred Stock, then
      such remaining assets shall be distributed ratably to the holders of such parity
      shares in proportion to their respective liquidation preferences.  In
      the event, however, that there are not sufficient assets available to permit
      payment in full of the Common Adjustment, then such remaining assets shall
      be
      distributed ratably to the holders of Common Stock.

     

    (C)  In
      the
      event the Corporation shall at any time after the Rights Declaration Date (i)
      declare any dividend on 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 Adjustment
      Number in effect immediately prior to such event shall be adjusted by
      multiplying such Adjustment Number by a fraction the numerator of which is
      the
      number of shares of Common Stock outstanding immediately after such event and
      the denominator of which is the number of shares of Common Stock that were
      outstanding immediately prior to such event.

     

    SECTION
      6.  CONSOLIDATION,
      MERGER, ETC.  In case the Corporation shall enter into any
      consolidation, merger, combination or other transaction in which the shares
      of
      Common Stock are exchanged for or changed into other stock or securities, cash
      and/or any other property, then in any such case the shares of Series A Junior
      Participating Cumulative Preferred Stock shall at the same time be similarly
      exchanged or changed in an amount per share (subject to the provision for
      adjustment hereinafter set forth) equal to 100 times the aggregate amount of
      stock, securities, cash and/or any other property (payable in kind), as the
      case
      may be, into which or for which each share of Common Stock is changed or
      exchanged.  In the event the Corporation shall at any time after the
      Rights Declaration Date (i) declare any dividend on 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 amount set forth in the preceding sentence with respect
      to
      the exchange or change of shares of Series A Junior Participating Cumulative
      Preferred Stock shall be adjusted by multiplying such amount by a fraction
      the
      numerator of which is the number of shares of Common Stock outstanding
      immediately after such event and the denominator of which is the number of
      shares of Common Stock that were outstanding immediately prior to such
      event.

     

    SECTION
      7.  NO
      REDEMPTION.  The shares of Series A Junior Participating Cumulative
      Preferred Stock shall not be redeemable.

     

    SECTION
      8.  RANKING.  The
      Series A Junior Participating Cumulative Preferred Stock shall rank junior
      to
      all other series of the Corporation’s preferred stock as to the payment of
      dividends and the distribution of assets.

     

    SECTION
      9.  AMENDMENT.  The
      Restated Certificate of Incorporation of the Corporation shall not be further
      amended in any manner which would materially alter or change the powers,
      preferences or special rights of the Series A Junior Participating Cumulative
      Preferred Stock so as to affect them adversely without the affirmative vote
      of
      the holders of a 

     

     

     

     

    
      
         

      

      
        A–6

        
          

        

      

      
         

      

    

    majority
      or more of the outstanding shares of Series A Junior Participating Cumulative
      Preferred Stock, voting separately as a class.

     

    SECTION
      10.  FRACTIONAL
      SHARES.  Series A Junior Participating Cumulative 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 Junior Participating Cumulative Preferred
      Stock.

     

    IN
      WITNESS WHEREOF, we have executed and subscribed this Certificate and do affirm
      the foregoing as true under the penalties of perjury this ____ day of September,
      1997.

     

    


    


    _______________________________________

    Derek
      C.
      Hathaway

    Chairman
      of the Board

     

    Attest:

    
 

    _______________________________________

    Paul
      C.
      Coppock

    Secretary

     

     

     

     

     

     

     

     

    
      
         

      

      
        A–7

        
          

        

      

      
         

      

    

    EXHIBIT
      B

     

    FORM
      OF
      RIGHT CERTIFICATE

     

    Certificate
      No.
      R-____________                                                                                                                                __________
      Rights

     

    NOT
      EXERCISABLE AFTER OCTOBER 9, 2017 OR EARLIER IF REDEEMED, EXCHANGED OR
      AMENDED.  THE RIGHTS ARE SUBJECT TO REDEMPTION, EXCHANGE AND AMENDMENT
      AT THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS
      AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES SPECIFIED IN THE RIGHTS
      AGREEMENT, RIGHTS THAT ARE OR WERE BENEFICIALLY OWNED BY AN ACQUIRING PERSON
      OR
      AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED
      IN THE RIGHTS AGREEMENT) OR A TRANSFEREE THEREOF MAY BECOME NULL AND
      VOID.

     

    Right
      Certificate

     

    HARSCO
      CORPORATION

     

    This
      certifies that _______________, or registered assigns, is the registered owner
      of the number of Rights set forth above, each of which entitles the owner
      thereof, subject to the terms, provisions, and conditions of the Rights
      Agreement, dated as of September 25, 2007 (the “Rights
      Agreement”), between Harsco Corporation, a Delaware corporation
      (the “Company”), and Mellon Investor Services LLC (the
“Rights Agent”), to purchase from
      the Company at any
      time after the Distribution Date (as such term is defined in the Rights
      Agreement) and prior to 5:00 p.m. (New York City time) on the Expiration Date
      (as such term is defined in the Rights Agreement) at the office of the Rights
      Agent designated for such purpose, one one-hundredth of a fully paid
      nonassessable share of Series A Junior Participating Cumulative Preferred
      Stock, par value $1.25 per share (the “Preferred
      Shares”), of the Company, at a purchase price of $230.00 per one
      one-hundredth of a Preferred Share (the “Purchase
      Price”), upon presentation and surrender of this Right Certificate
      with the Form of Election to Purchase and related Certificate duly
      executed.  If this Right Certificate is exercised in part, the holder
      will be entitled to receive upon surrender hereof another Right Certificate
      or
      Right Certificates for the number of whole Rights not exercised.  The
      number of Rights evidenced by this Right Certificate (and the number of one
      one-hundredths of a Preferred Share which may be purchased upon exercise
      thereof) set forth above, and the Purchase Price set forth above, are the number
      and Purchase Price as of the date of the Rights Agreement, based on the
      Preferred Shares as constituted at such date.

     

    As
      provided in the Rights Agreement, the Purchase Price and/or the number and/or
      kind of securities issuable upon the exercise of the Rights evidenced by this
      Right Certificate are subject to adjustment upon the occurrence of certain
      events.

     

    This
      Right Certificate is subject to all of the terms, provisions and conditions
      of
      the Rights Agreement, which terms, provisions and conditions are hereby
      incorporated herein by 

     

     

     

    
      
         

      

      
        B–1

        
          

        

      

      
         

      

    

    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 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 the Rights under the circumstances specified in the Rights
      Agreement.  Copies of the Rights Agreement are on file at the
      above-mentioned office of the Rights Agent and can be obtained from the Company
      without charge upon written request therefor.  Terms used herein with
      initial capital letters and not defined herein are used herein with the meanings
      ascribed thereto in the Rights Agreement.

     

    Pursuant
      to the Rights Agreement, from and after the occurrence of a Flip-in Event,
      any
      Rights that are Beneficially Owned by (i) any Acquiring Person (or any Affiliate
      or Associate of any Acquiring Person), (ii) a transferee of any Acquiring
      Person (or any such Affiliate or Associate) who becomes a transferee after
      the
      occurrence of a Flip-in Event, or (iii) a transferee of any Acquiring Person
      (or
      any such Affiliate or Associate) who became a transferee prior to or
      concurrently with the Flip-in Event pursuant to either (a) a transfer from
      an
      Acquiring Person to holders of its equity securities or to any Person with
      whom
      it has any continuing agreement, arrangement or understanding regarding the
      transferred Rights or (b) a transfer which the Board of Directors of the Company
      has determined is part of a plan, arrangement or understanding which has the
      purpose or effect of avoiding certain provisions of the Rights Agreement, and
      subsequent transferees of any of such Persons, will be void without any further
      action and any holder of such Rights will thereafter have no rights whatsoever
      with respect to such Rights under any provision of the Rights
      Agreement.  From and after the occurrence of a Flip-in Event, no Right
      Certificate will be issued that represents Rights that are or have become void
      pursuant to the provisions of the Rights Agreement, and any Right Certificate
      delivered to the Rights Agent that represents Rights that are or have become
      void pursuant to the provisions of the Rights Agreement will be
      canceled.

     

    This
      Right Certificate, with or without other Right Certificates, may be transferred,
      split up, combined or exchanged for another Right Certificate or Right
      Certificates entitling the holder to purchase a like number of one
      one-hundredths of a Preferred Share (or other securities, as the case may be)
      as
      the Right Certificate or Right Certificates surrendered entitled such holder
      (or
      former holder in the case of a transfer) to purchase, upon presentation and
      surrender hereof at the principal office of the Rights Agent designated for
      such
      purpose, with the Form of Assignment (if appropriate) and the related
      Certificate duly executed.

     

    Subject
      to the provisions of the Rights Agreement, the Rights evidenced by this
      Certificate may be redeemed by the Company at its option at a redemption price
      of $0.001 per Right or may be exchanged in whole or in part.  The
      Rights Agreement may be supplemented and amended by the Company, as provided
      therein.

     

    The
      Company is not required to issue fractions of Preferred Shares (other than
      fractions which are integral multiples of one one-hundredth of a Preferred
      Share, which may, at the option of the Company, be evidenced by depositary
      receipts) or other securities issuable upon the exercise of any Right or Rights
      evidenced hereby.  In lieu of issuing such fractional Preferred Shares
      or other securities, the Company may make a cash payment, as provided in the
      Rights Agreement.

     

     

     

     

    
      
         

      

      
        B–2

        
          

        

      

      
         

      

    

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

     

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

     

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

     

     

     

    
      	
              ATTEST:

               

               

               

              ___________________________________

            	
              HARSCO
                CORPORATION

               

               

               

              By:   ___________________________________

              Name:

              Title:

            
	 	 
	
              Countersigned:

              MELLON
                INVESTOR SERVICES LLC, as Rights Agent

               

               

               

              By:     ___________________________________

              Authorized
                Signature

            	 


    

     

     

     

     

     

     

     

     

    
      
         

      

      
        B–3

        
          

        

      

      
         

      

    

    Form
      of
      Reverse Side of Right Certificate

     

    FORM
      OF ASSIGNMENT

     

    (To
      be
      executed by the registered holder if such

    holder
      desires to transfer the Right Certificate)

     

    FOR
      VALUE
      RECEIVED, _______________ hereby sells, assigns and transfers unto
      ______________________________________________________________________________

    (Please
      print name and address of transferee)

     

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

     

    Dated:  __________,
      ____

     

    
      	 	 
	 	
               

              Signature

            
	
              Signature
                Guaranteed:  _____________________________

            


    

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        B–4

        
          

        

      

      
         

      

    

    CERTIFICATE

     

    The
      undersigned hereby certifies by checking the appropriate boxes
      that:

     

    (1)           the
      Rights evidenced by this Right Certificate [  ] are
[  ] are not being sold, assigned, transferred,
      split
      up, combined or exchanged by or on behalf of a Person who is or was an Acquiring
      Person or an Affiliate or Associate of any such 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:  __________,
      ____

     

    
      	 	 
	 	
               

              Signature

            


    

    


     

    Signature
      Guaranteed: 

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        B–5

        
          

        

      

      
         

      

    

    FORM
      OF ELECTION TO PURCHASE

     

    (To
      be
      executed if holder desires to

    exercise
      the Right Certificate)

     

    To
      Harsco
      Corporation:

     

    The
      undersigned hereby irrevocably elects to exercise __________ Rights represented
      by this Right Certificate to purchase the one one-hundredths of a Preferred
      Share or other securities issuable upon the exercise of such 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 is not all the Rights evidenced by this Right Certificate,
      a
      new Right Certificate for the balance remaining of such Rights will be
      registered in the name of and delivered to:

     

    Please
      insert social security or
      other
      identifying number:

     

    
      
 

      

    

    (Please
      print name and address)

    


    
      
 

     

    Dated:  __________,
      ____

     

    
      	 	 
	 	
               

              Signature

            
	
              Signature
                Guaranteed:  _____________________________

            


    

     

     

     

     

    
      
         

      

      
        B–6

        
          

        

      

      
         

      

    

    CERTIFICATE

     

    The
      undersigned hereby certifies by checking the appropriate boxes
      that:

     

    (1)           the
      Rights evidenced by this Right Certificate [  ] are
[  ] are not being exercised by or on behalf
      of a
      Person who is or was an Acquiring Person or an Affiliate or Associate of any
      such Person (as such terms are defined pursuant to 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:  __________,
      ____

     

    
      	 	 
	 	
               

              Signature

            


    

     

    Signature
      Guaranteed:

     

     

    NOTICE

     

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

     

    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

        
          

        

      

      
         

      

    

    EXHIBIT
      C

     

    SUMMARY
      OF RIGHTS TO PURCHASE PREFERRED STOCK

     

    On
      September 25, 2007, the Board of Directors of Harsco Corporation adopted a
      rights plan and declared a dividend of one preferred share purchase right for
      each outstanding share of Harsco Corporation’s Common Stock, par value $1.25 per
      share.  The dividend is payable on October 9, 2007 to our stockholders
      of record on that date.  The terms of the rights and the rights plan
      are set forth in a Rights Agreement, dated as of September 25, 2007, by and
      between Harsco Corporation and Mellon Investor Services LLC, as rights
      agent.

     

    Our
      Board
      adopted the rights plan to protect our stockholders from coercive takeover
      practices or takeover bids that are inconsistent with their best
      interests.  In general terms, the rights plan imposes a significant
      penalty upon any person or group that acquires 15% or more of our outstanding
      common stock without the prior approval of our Board.  A person or
      group that acquires a percentage of our common stock in excess of that threshold
      is called an “acquiring person.”  Any rights held by an acquiring
      person are void and may not be exercised.

     

    This
      summary of rights provides a general description of the rights
      plan.  Because it is only a summary, this description should be read
      together with the entire rights plan, which we incorporate in this summary
      by
      reference.  We have filed the rights plan with the Securities and
      Exchange Commission as an exhibit to our registration statement on Form
      8-A.  Upon written request, we will provide a copy of the rights plan
      free of charge to any stockholder.

     

    The
      Rights. Our Board of Directors authorized the issuance of one right per
      each outstanding share of our common stock on
      October 9, 2007.  If the rights become exercisable, each right
      would allow its holder to purchase from us one one-hundredth of a share of
      our
      Series A Junior Participating Cumulative Preferred Stock for a purchase price
      of
      $230.00.  Each fractional share of preferred stock would give the
      stockholder approximately the same dividend, voting and liquidation rights
      as
      does one share of our common stock.  Prior to
      exercise, however, a right does not give its holder any dividend, voting or
      liquidation rights.

     

    Exercisability.  The
      rights will not be exercisable until the earlier of:

     

    
      	
              ·  

            	
              10
                days after a public announcement by Harsco Corporation that a person
                or
                group has become an acquiring person;
                and

            


    

     

    
      	
              ·  

            	
              10
                business days (or a later date determined by our Board) after a person
                or
                group begins a tender or exchange offer that, if completed, would
                result
                in that person or group becoming an acquiring
                person.

            


    

     

    We
      refer
      to the date that the rights become exercisable as the “distribution
      date.”  Until the distribution date,
      our common stock certificates will also evidence the
      rights and will contain a notation to that effect.  Any transfer of
      shares of common stock prior to the
      distribution date will constitute a transfer of the associated
      rights.  After the distribution date, the rights will separate from
      the common stock and be evidenced by right certificates, which we will mail
      to
      all holders of rights that have not become void.

     

     

    
      
         

      

      
        C–1

        
          

        

      

      
         

      

    

    Flip-in
      Event.  After the distribution date, if a person or
      group already is or becomes an acquiring person, all holders of rights, except
      the acquiring person, may exercise their rights upon payment of the purchase
      price to purchase shares of our common stock (or other securities or assets
      as
      determined by the Board) with a market value of two times the purchase
      price.

     

    Flip-over
      Event.  After the distribution date, if a flip-in event
      has already occurred and Harsco Corporation is acquired in a merger or similar
      transaction, all holders of rights except the acquiring person may exercise
      their rights upon payment of the purchase price, to purchase shares of the
      acquiring corporation with a market value of two times the purchase price of
      the
      rights.

     

    Rights
      may be exercised to purchase our preferred shares only after the distribution
      date occurs and prior to the occurrence of a flip-in event as described
      above.  A distribution date resulting from the commencement of a
      tender offer or exchange offer described in the second bullet point above could
      precede the occurrence of a flip-in event, in which case the rights could be
      exercised to purchase our preferred shares.  A distribution date
      resulting from any occurrence described in the first bullet point above would
      necessarily follow the occurrence of a flip-in event, in which case the rights
      could be exercised to purchase shares of common stock or
      other securities as described above.

     

    Expiration.  The
      rights will expire on October 9, 2017 unless earlier redeemed or
      exchanged.

     

    Redemption.  Our
      Board may redeem all (but not less than all) of the rights for a redemption
      price of $0.001 per right at any time before the later of the distribution
      date
      and the date of the first public announcement or
      disclosure by Harsco Corporation that a person or group has become an acquiring
      person.  Once the rights are redeemed, the right to exercise rights
      will terminate, and the only right of the holders of rights will be to receive
      the redemption price.  The redemption price will be adjusted if we
      declare a stock split or issue a stock dividend on
      our common stock.

     

    Exchange.  After
      the later of the distribution date and the date of the first public announcement
      by Harsco Corporation that a person or group has become an acquiring person,
      but
      before an acquiring person owns 50% or more of our outstanding common stock,
      our
      Board may exchange each right (other than rights that have become void) for
      one
      share of common stock or an equivalent security.

     

    Anti-Dilution
      Provisions.  Our Board may adjust the purchase price of the
      preferred shares, the number of preferred shares issuable and the number of
      outstanding rights to prevent dilution that may occur as a result of certain
      events, including among others, a stock dividend, a stock split or a
      reclassification of the preferred shares or our common stock.  No
      adjustments to the purchase price of less than 1% will be made.

     

    Amendments.  Before
      the time rights cease to be redeemable, our Board may amend or supplement the
      rights plan without the consent of the holders of the rights, except that no
      

     

     

     

     

     

     

    
      
         

      

      
        C–2

        
          

        

      

      
         

      

    

    amendment
      may decrease the redemption price below $0.001 per right.  At any time
      thereafter, our Board may amend or supplement the rights plan only to cure
      an
      ambiguity, to alter time period provisions, to correct inconsistent provisions
      or to make any additional changes to the rights plan, but only to the extent
      that those changes do not impair or adversely affect any rights holder and
      do
      not result in the rights again becoming redeemable.  The limitations
      on our Board’s ability to amend the rights plan does not affect our Board’s
      power or ability to take any other action that is consistent with its fiduciary
      duties, including without limitation accelerating or extending the expiration
      date of the rights, making any amendment to the rights plan that is permitted
      by
      the rights plan or adopting a new rights plan with such terms as our Board
      determines in its sole discretion to be appropriate.

     

    


     

    *       *       *

     

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        C–3