ex4-1.htm


     

    CAMERON
      INTERNATIONAL CORPORATION

     

    


     

    and

     

    


     

    COMPUTERSHARE
      TRUST COMPANY, N.A.,

     

    


     

    Rights
      Agent

     

    


     

    _____________

     

    


     

    Rights
      Agreement

     

    Dated
      as of October 1, 2007

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              Table
                of Contents  

            
	 	 	
               

            
	 	
               

            	
               Page

            
	
              Section
                1.

            	
              Certain
                Definitions

            	
              1

            
	
              Section
                2.

            	
              Appointment
                of Rights Agent

            	
              5

            
	
              Section
                3.

            	
              Issue
                of Rights Certificates.

            	
              5

            
	
              Section
                4.

            	
              Form
                of Rights Certificates.

            	
              7

            
	
              Section
                5.

            	
              Countersignature
                and Registration.

            	
              7

            
	
              Section
                6.

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

            	
              8

            
	
              Section
                7.

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

            	
              9

            
	
              Section
                8.

            	
              Cancellation
                and Destruction of Rights Certificates

            	
              11

            
	
              Section
                9.

            	
              Reservation
                and Availability of Capital Stock.

            	
              11

            
	
              Section
                10.

            	
              Preferred
                Stock Record Date

            	
              12

            
	
              Section
                11.

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

            	
              13

            
	
              Section
                12.

            	
              Certificate
                of Adjusted Purchase Price or Number of Shares

            	
              20

            
	
              Section
                13.

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

            	
              21

            
	
              Section
                14.

            	
              Fractional
                Rights and Fractional Shares.

            	
              23

            
	
              Section
                15.

            	
              Rights
                of Action

            	
              24

            
	
              Section
                16.

            	
              Agreement
                of Rights Holders

            	
              24

            
	
              Section
                17.

            	
              Rights
                Certificate Holder Not Deemed a Stockholder

            	
              25

            
	
              Section
                18.

            	
              Concerning
                the Rights Agent.

            	
              25

            
	
              Section
                19.

            	
              Merger
                or Consolidation or Change of Name of Rights Agent.

            	
              25

            
	
              Section
                20.

            	
              Duties
                of Rights Agent

            	
              26

            
	
              Section
                21.

            	
              Change
                of Rights Agent

            	
              28

            
	
              Section
                22.

            	
              Issuance
                of New Rights Certificates

            	
              29

            
	
              Section
                23.

            	
              Redemption
                and Termination.

            	
              29

            
	
              Section
                24.

            	
              Exchange.

            	
              30

            
	
              Section
                25.

            	
              Notice
                of Certain Events.

            	
              31

            
	
              Section
                26.

            	
              Notices

            	
              32

            
	
              Section
                27.

            	
              Supplements
                and Amendments

            	
              32

            
	
              Section
                28.

            	
              Successors

            	
              33

            
	
              Section
                29.

            	
              Determinations
                and Actions by the Board of Directors, etc

            	
              33

            


    

     

    
      i

      
        

      

    

     

    
    

    
      	
              Section
                30.

            	
              Benefits
                of this Agreement

            	
              33

            
	
              Section
                31.

            	
              Severability

            	
              33

            
	
              Section
                32.

            	
              Governing
                Law

            	
              34

            
	
              Section
                33.

            	
              Counterparts

            	
              34

            
	
              Section
                34.

            	
              Descriptive
                Headings

            	
              34

            
	
              Section
                35.

            	
              Force
                Majeure

            	
              34

            


    

     

    
      	Exhibit
              A -	Form
              of Certificate of Designations of Series B Junior Participating Preferred
              Stock	
               A-1

            
	Exhibit
              B -	Form
              of Rights Certificate 	
               B-1

            
	Exhibit
              C -    	Form
              of Summary of Rights	
               C-1

            


    

    

      
        
          ii

        

        
          
          

          
            

          

        

        
          
          

        

      



    RIGHTS
      AGREEMENT

     

    RIGHTS
      AGREEMENT, dated as of October 1, 2007 (the “Agreement”), between Cameron
      International Corporation, a Delaware corporation (the “Company”), and
      Computershare Trust Company, N.A., a federally chartered trust company (the
      “Rights Agent”).

     

    W
      I T N E S S E T H

     

    WHEREAS,
      on May 1, 1995, the Company and First Chicago Trust Company of New York,
      predecessor rights agent to the Rights Agent, entered into a Rights Agreement
      (as amended, the “Original Agreement”),

     

    WHEREAS,
      the Original Agreement will expire on October 31, 2007;

     

    WHEREAS,
      the Board of Directors of the Company deems it advisable and in the best
      interest of the Company and its stockholders to adopt a new Rights Agreement,
      containing substantially similar terms as the Original Agreement, to replace
      the
      Original Agreement upon its expiration; and

     

    WHEREAS,
      on October 1, 2007 (the “Rights Dividend Declaration Date”), the Board of
      Directors of the Company authorized and declared, subject to entering into
      this
      Agreement, a dividend distribution of one preferred share purchase right (a
      “Right”) for each share of Common Stock (as hereinafter defined) of the
      Company outstanding as of the Close of business on October 31, 2007 (the
“Record Date”), each Right initially representing the right to purchase
      one one-hundredth of a share of Series B Junior Participating Preferred Stock
      of
      the Company having the rights, powers and preferences set forth in the
      Certificate of Designations of the Company attached hereto as Exhibit A,
      upon the terms and subject to the conditions hereinafter set forth, and has
      further authorized and directed the issuance of one
      Right with respect to each share of Common Stock of the
      Company that shall become outstanding between the Record Date and the earliest
      of the Distribution Date, the date that the Rights are redeemed as provided
      in
      Section 23 of the Agreement and the Final Expiration Date (as such terms are
      hereinafter defined).

     

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

     

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

     

    (a)  “Acquiring
      Person” shall mean any Person who or which, together with all Affiliates and
      Associates of such Person, shall be the Beneficial Owner of 20% or more of
      the
      shares of Common Stock then outstanding, but shall not include (i) the Company,
      any Subsidiary of the Company, any employee benefit plan of the Company or
      of
      any Subsidiary of the Company, or any Person or entity organized, appointed
      or
      established by the Company for or pursuant to the terms of any such plan, or
      (ii) any Person who becomes an Acquiring Person solely as a result of a
      reduction in the number of shares of Common Stock outstanding due to the
      repurchase of shares of Common Stock by the Company.

     

    (b)  “Act”
      shall have the meaning assigned to it in Section 9(c).

     

    
      
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    (c)  “Adjustment
      Shares” shall have the meaning assigned to it in Section
      11(a)(ii)(B).

     

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

     

    (e)  “Agreement”
      shall have the meaning assigned to it in the first paragraph of this
      Agreement.

     

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

     

    (i)  which
      such Person or any of such Person’s Affiliates or Associates, 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, rights, warrants or options, or otherwise;
      provided, however, that a Person shall not be deemed the
“Beneficial Owner” of, or to “beneficially own,” (A) securities tendered
      pursuant to a tender or exchange offer made by such Person or any of such
      Person’s Affiliates or Associates until such tendered securities are accepted
      for purchase or exchange, or (B) securities issuable upon exercise of Rights
      at
      any time prior to the occurrence of a Triggering Event, or (C) securities
      issuable upon exercise of Rights from and after the occurrence of a Triggering
      Event which Rights were acquired by such Person or any of such Person’s
      Affiliates or Associates prior to the Distribution Date or pursuant to
Section 3(a) or Section 22 hereof (the “Original Rights”)
      or pursuant to Section 11(i) hereof in connection with an adjustment made
      with respect to any Original Rights;

     

    (ii)  which
      such Person or any of such Person’s Affiliates or Associates, directly or
      indirectly, has the right to vote or dispose of or has “beneficial ownership” of
      (as determined pursuant to Rule 13d-3 of the General Rules and Regulations
      under
      the Exchange Act), including pursuant to any agreement, arrangement or
      understanding, whether or not in writing; provided, however, that
      a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially
      own,” any security under this subparagraph (ii) as a result of an agreement,
      arrangement or understanding to vote such security if such agreement,
      arrangement or understanding: (A) arises solely from a revocable proxy given
      in
      response to a public proxy or consent solicitation made pursuant to, and in
      accordance with, the applicable provisions of the General Rules and Regulations
      under the Exchange Act, and (B) is not also then reportable by such Person
      on
      Schedule 13D under the Exchange Act (or any comparable or successor report);
      or

     

    (iii)  which
      are
      beneficially owned, directly or indirectly, by any other Person (or any
      Affiliate or Associate thereof) with which such Person (or any of such Person’s
      Affiliates or Associates) has any agreement, arrangement or understanding
      (whether or not in writing), for the purpose of acquiring, holding, voting
      (except pursuant to a revocable proxy as described in the proviso to
      subparagraph (ii) of this paragraph (f)) 

    
      
        2

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    or
      disposing of any voting securities of the Company;
provided, however, that nothing in this paragraph (f) shall cause
      a Person engaged in the business as
      an underwriter of securities to be deemed the “Beneficial Owner” of, or to
“beneficially own,” any securities acquired through such Person’s participation
      in good faith in a firm commitment underwriting until the expiration of forty
      days after the date of such acquisition.

     

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

     

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

     

    (i)  “Common
      Stock” shall mean the common stock, par value $.01 per share, of the
      Company, except that “Common Stock” when used with reference to any Person other
      than the Company shall mean the capital stock of such Person with the greatest
      voting power, or the equity securities or other equity interest having power
      to
      control or direct the management, of such Person.

     

    (j)  “Common
      Stock Equivalent” shall have the meaning assigned to it in Section
      11(a)(iii).

     

    (k)  “Company”
      shall have the meaning assigned to it in the first paragraph of this
      Agreement.

     

    (l)  “Continuing
      Director” shall mean (i) any member of the Board of Directors of the
      Company, while such Person is a member of the Board, who is not an Acquiring
      Person, or an Affiliate or Associate of an Acquiring Person, or a representative
      of an Acquiring Person or of any such Affiliate or Associate, and was a member
      of the Board prior to the date of this Agreement, or (ii) any Person who
      subsequently becomes a member of the Board, while such Person is a member of
      the
      Board, who is not an Acquiring Person, or an Affiliate or Associate of an
      Acquiring Person, or a representative of an Acquiring Person or of any such
      Affiliate or Associate, if such Person’s nomination for election or election to
      the Board is recommended or approved by a majority of the Continuing
      Directors.

     

    (m)  “Current
      Value” shall have the meaning assigned to it in Section
      11(a)(iii).

     

    (n)  “Distribution
      Date” shall have the meaning assigned to it in Section
      3(a).

     

    (o)  “equivalent
      preferred stock” shall have the meaning assigned to it in Section
      11(b).

     

    (p)  “Exchange
      Ratio” shall have the meaning assigned to it in Section
      24(a).

     

    (q)  “Expiration
      Date” shall have the meaning assigned to it in Section
      7(a).

     

    
      
        3

      

      
        
        

        
          

        

      

      
        
        

      

    

    (r)  “Final
      Expiration Date” shall have the meaning assigned to it in Section
      7(a).

     

    (s)  “Force
      Majeure Condition” shall have the meaning assigned to it in Section
      35.

     

    (t)  “NASDAQ”
      shall have the meaning assigned to it in Section 11(d)(i).

     

    (u)  “Original
      Agreement” shall have the meaning assigned to it in the
      Recitals.

     

    (v)  “Original
      Rights” shall have the meaning assigned to it in the definition of
      Beneficial Owner.

     

    (w)  “Person”
      shall mean any individual, firm, corporation, partnership or other
      entity.

     

    (x)  “Preferred
      Stock” shall mean shares of Series B Junior Participating Preferred Stock,
      par value $.01 per share, of the Company and, to the extent that there are
      not a
      sufficient number of shares of Series B Junior Participating Preferred Stock
      authorized to permit the full exercise of the Rights, any other series of
      preferred stock, par value $.01 per share, of the Company designated for such
      purpose containing terms substantially similar to the terms of the Series B
      Junior Participating Preferred Stock.

     

    (y)  “Purchase
      Price” shall have the meaning assigned to it in Section
      4(a).

     

    (z)  “Record
      Date” shall have the meaning assigned to it in the Recitals.

     

    (aa)  “Redemption
      Price” shall have the meaning assigned to it in Section
      23(a).

     

    (bb)  “Rights”
      shall have the meaning assigned to it in the Recitals.

     

    (cc)  “Rights
      Agent” shall have the meaning assigned to it in the first paragraph of this
      Agreement.

     

    (dd)  “Rights
      Certificate” shall have the meaning assigned to it in Section
      3(a).

     

    (ee)  “Rights
      Dividend Declaration Date” shall have the meaning assigned to it in the
      Recitals.

     

    (ff)  “Section
      11(a)(ii) Event” shall mean any event described in Section
      11(a)(ii)(A) or (B).

     

    (gg)  “Section
      11(a)(ii) Trigger Date” shall have the meaning assigned to it in Section
      11(a)(iii).

     

    (hh)  “Section
      13 Event” shall mean any event described in clauses (x), (y) or (z) of
Section 13(a).

     

    
      
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    (ii)  “Spread”
      shall have the meaning assigned to it in Section 11(a)(iii).

     

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

     

    (kk)  “Subsidiary”
      shall mean, with reference to any Person, any corporation or other entity of
      which a majority of the outstanding capital stock or other equity interests
      having ordinary voting power in the election of directors or similar officials
      is owned, directly or indirectly, by such Person, or otherwise controlled by
      such Person.

     

    (ll)  “Substitution
      Period” shall have the meaning assigned to it in Section
      11(a)(iii).

     

    (mm)  “Summary
      of Rights” shall have the meaning assigned to it in Section
      3(b).

     

    (nn)  “Trading
      Day” shall have the meaning assigned to it in Section
      11(d)(i).

     

    (oo)  “Triggering
      Event” shall mean any Section 11(a)(ii) Event or any Section 13
      Event.

     

    Section
      2.  Appointment
      of Rights Agent.  The Company hereby appoints the Rights Agent to
      act as agent for the Company and the holders of the Rights (who, in accordance
      with Section 3 hereof, shall prior to the Distribution Date also be the
      holders of the Common Stock) in accordance with the terms and conditions hereof,
      and the Rights Agent hereby accepts such appointment.  The Company may
      from time to time appoint such Co-Rights Agents as it may deem necessary or
      desirable, upon 10 days’ prior written notice to the Rights
      Agent.  The Rights Agent shall have no duty to supervise, and in no
      event be liable for, the acts or omissions of any such Co-Rights
      Agent.

     

    Section
      3.  Issue
      of Rights Certificates.

     

    (a)  Until
      the
      earlier of (i) the Close of business on the tenth Business Day after the Stock
      Acquisition Date and (ii) the Close of business on the tenth Business Day (or
      such later date as the Board of Directors shall determine) after the date that
      a
      tender or exchange offer by any Person (other than the Company, any Subsidiary
      of the Company, any employee benefit plan of the Company or of any Subsidiary
      of
      the Company, or any Person or entity organized, appointed or established by
      the
      Company for or pursuant to the terms of any such plan) is first published or
      sent or given within the meaning of Rule 14d-2(a) of the General Rules and
      Regulations under the Exchange Act, if upon consummation thereof, such Person
      would be the Beneficial Owner of 20% or more of the shares of Common Stock
      then
      outstanding (the earlier of (i) and (ii) being herein referred to as the
“Distribution Date”), (x) the Rights will be evidenced (subject to the
      provisions of paragraph (b) of this Section 3) by the certificates for
      the Common Stock registered in the names of the holders of the Common Stock
      (which certificates for Common Stock shall be deemed also to be certificates
      for
      Rights) and not by separate certificates, and (y) the Rights will be
      transferable only in connection with the transfer of the 

    
      
        5

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    underlying
      shares of Common Stock (including a
      transfer to the Company).  As soon as practicable after the
      Distribution Date, the Rights Agent will send by first-class, insured, postage
      prepaid mail, to each record holder of the Common Stock as of the Close of
      business on the Distribution Date, at the address of such holder shown on the
      records of the Company, one or more right certificates, in substantially the
      form of Exhibit B hereto (the “Rights Certificates”), evidencing
      one Right for each share of Common Stock so held, subject to adjustment as
      provided herein.  As of and after the Distribution Date, the Rights
      will be evidenced solely by such Rights Certificates.

     

    (b)  On
      the
      Record Date, or as soon as practicable thereafter, the Company will send a
      copy
      of a Summary of Rights, in substantially the form attached hereto as
Exhibit C (the “Summary of Rights”), by first-class,
      postage-prepaid mail, to each record holder of Common Stock as of the Close
      of
      business on the Record Date, at the address of such holder shown on the records
      of the Company.  With respect to certificates for Common Stock
      outstanding as of the Record Date, until the Distribution Date, the Rights
      will
      be evidenced by such certificates registered in the names of the holders thereof
      together with a copy of the Summary of Rights attached thereto.  Until
      the Distribution Date (or the earlier of the date that the Rights are redeemed
      as provided in Section 23 of the Agreement or the Final Expiration Date), the
      surrender for transfer of any certificate for Common Stock outstanding on the
      Record Date, with or without a copy of the Summary of Rights attached thereto,
      shall also constitute the transfer of the Rights associated with such shares
      of
      Common Stock represented thereby.

     

    (c)  Rights
      shall be issued in respect of all shares of Common Stock which are issued after
      the Record Date but prior to the earlier of the Distribution Date or the
      Expiration Date.  Certificates representing such shares of Common
      Stock shall also be deemed to be certificates for Rights, and shall bear a
      legend in substantially the following form:

     

    This
      certificate also evidences and entitles the holder hereof to certain Rights
      as
      set forth in the Rights Agreement, dated as of October 1, 2007 (as amended
      and restated from time to time, the “Rights Agreement”), between Cameron
      International Corporation and Computershare Trust Company, N.A., as Rights
      Agent, the terms of which are hereby incorporated herein by reference and a
      copy
      of which is on file at the principal offices of Cameron International
      Corporation.  Under certain circumstances, as set forth in the Rights
      Agreement, such Rights will be evidenced by separate certificates and will
      no
      longer be evidenced by this certificate.  Cameron International
      Corporation will mail to the holder of this 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
      set forth in the Rights Agreement, Rights issued to, or held by, any Person
      who
      is, was or becomes an Acquiring Person or any Affiliate or Associate thereof
      (as
      such terms are defined in the Rights Agreement), whether currently held by
      or on
      behalf of such Person or by any subsequent holder, may become null and
      void.

     

    
      
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    With
      respect to such certificates containing the foregoing legend, until the earlier
      of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated
      with the Common Stock represented by such certificates shall be evidenced by
      such certificates alone and registered holders of Common Stock shall also be
      the
      registered holders of the associated Rights, and the transfer of any of such
      certificates shall also constitute the transfer of the Rights associated with
      the Common Stock represented by such certificates.

     

    Section
      4.  Form
      of Rights Certificates.

     

    (a)  The
      Rights Certificates (and the forms of election to purchase and of assignment
      to
      be printed on the reverse thereof) shall each be substantially in the form
      set
      forth in Exhibit B hereto and may have such marks of identification or
      designation and such legends, summaries or endorsements printed thereon as
      the
      Company may deem appropriate and as are not inconsistent with the provisions
      of
      this Agreement, or as may be required to comply with any applicable law or
      with
      any rule or regulation made pursuant thereto or with any rule or regulation
      of
      any stock exchange on which the Rights may from time to time be listed, or
      to
      conform to usage.  Subject to the provisions of Section 11 and
Section 22 hereof, the Rights Certificates, whenever distributed, shall
      be dated as of the Record Date and on their face shall entitle the holders
      thereof to purchase such number of one one-hundredths of a share of Preferred
      Stock as shall be set forth therein at the price set forth therein (such
      exercise price per one one-hundredth of a share, the “Purchase Price”),
      but the amount and type of securities purchasable upon the exercise of each
      Right and the Purchase Price thereof shall be subject to adjustment as provided
      herein.

     

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

     

    The
      Rights represented by this Rights Certificate are or were beneficially owned
      by
      a Person who was or became an Acquiring Person or an Affiliate or Associate
      of
      an Acquiring Person (as such terms are defined in the Rights
      Agreement).  Accordingly, this Rights Certificate and the Rights
      represented hereby may become null and void in the circumstances specified
      in
      Section 7(e) of such Agreement.

     

    Section
      5.  Countersignature
      and Registration.

     

    
      
        7

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    (a)  Subject
      to the provisions of Section 4(b), Section 7(e) and Section
      14 hereof, at any time after the Close of business on the Distribution Date,
      and at or prior to the Close of business on the Expiration Date, any Rights
      Certificate or Certificates may be transferred, split up, combined or exchanged
      for another Rights Certificate or Certificates, entitling the registered holder
      to purchase a like number of one one-hundredths of a share of Preferred Stock
      (or, following a Triggering Event, Common Stock, other securities, cash or
      other
      assets, as the case may be) as the Rights Certificate or Certificates
      surrendered then entitled such holder (or former holder in the case of a
      transfer) to purchase.  Any registered holder desiring to transfer,
      split up, combine or exchange any Rights Certificate or Certificates shall
      make
      such request in writing delivered to the Rights Agent, and shall surrender
      the
      Rights Certificate or Certificates to be transferred, split up, combined or
      exchanged at the principal office or offices of the Rights Agent designated
      for
      such purpose.  Neither the Rights Agent nor the Company shall be
      obligated to take any action whatsoever with respect to the transfer of any
      such
      surrendered Rights Certificate until the registered holder shall have completed
      and signed the certificate contained in the form of assignment on the reverse
      side of such Rights Certificate and shall have provided such additional evidence
      of the identity of the Beneficial Owner (or former Beneficial Owner) or
      Affiliates or Associates thereof as the Company shall reasonably
      request.  Thereupon the Rights Agent shall, subject to Section
      4(b), Section 7(e) and Section 14 hereof, countersign and
      deliver to the Person entitled thereto a Rights Certificate or Rights
      Certificates, as the case may be, as so requested.  The Company may
      require payment of a sum sufficient to cover any 

    
      
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      tax
        or
        governmental charge that may be imposed in connection with any transfer,
        split
        up, combination or exchange of Rights Certificates.

    

     

     

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

     

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

     

    (a)  Subject
      to Section 7(e) hereof, the registered holder of any Rights Certificate
      may exercise the Rights evidenced thereby (except as otherwise provided herein
      including, without limitation, the restrictions on exercisability set forth
      in
Section 9(c), Section 11(a)(iii) and Section 23(a) hereof)
      in whole or in part at any time after the Distribution Date upon surrender
      of
      the Rights Certificate, with the form of election to purchase and the
      certificate on the reverse side thereof duly executed, to the Rights Agent
      at
      the principal office or offices of the Rights Agent designated for such purpose,
      together with payment of the aggregate Purchase Price with respect to the total
      number of one one-hundredths of a share of Preferred Stock (or other securities,
      cash or other assets, as the case may be) as to which such surrendered Rights
      are then exercisable, at or prior to the earlier of (i) the Close of business
      on
      October 31, 2017 (the “Final Expiration Date”), or (ii) the time at which
      the Rights are redeemed as provided in Section 23 hereof (the earlier of
      (i) and (ii) being herein referred to as the “Expiration
      Date”).

     

    (b)  The
      Purchase Price for each one one-hundredth of a share of Preferred Stock pursuant
      to the exercise of a Right shall initially be $400, and shall be subject to
      adjustment from time to time as provided in Section 11 and Section
13(a) hereof and shall be payable in accordance with paragraph
      (c)
      below.

     

    (c)  Upon
      receipt of a Rights Certificate representing exercisable Rights, with the form
      of election to purchase and the certificate duly executed, accompanied by
      payment, with respect to each Right so exercised, of the Purchase Price per
      one
      one-hundredth of a share of Preferred Stock (or other securities, cash or other
      assets, as the case may be) to be purchased as set forth below and an amount
      equal to any applicable transfer tax, the Rights Agent shall, subject to
Section 20(k) hereof, thereupon promptly (i) (A) requisition from any
      transfer agent of the shares of Preferred Stock (or make available, if the
      Rights Agent is the transfer agent for such shares) certificates for the total
      number of one one-hundredths of a share of Preferred Stock to be purchased
      and
      the Company hereby irrevocably authorizes its transfer agent to comply with
      all
      such requests, or (B) if the Company shall have elected to deposit the total
      number of shares of Preferred Stock issuable upon exercise of the Rights
      hereunder with a depositary agent, requisition from the depositary agent
      depositary receipts representing such number of one one-hundredths of a share
      of
      Preferred Stock as are to be purchased (in which case certificates for the
      shares of Preferred Stock represented by such receipts shall be deposited by
      the
      transfer agent with the depositary agent) and the Company will direct the
      depositary agent to comply 

     

    
      
        9

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    with
      such request, (ii) requisition from the Company the
      amount of cash, if any, to be paid in lieu of fractional shares in accordance
      with Section 14 hereof, (iii)
      after receipt of such certificates or depositary receipts, cause the same to
      be
      delivered to or upon the order of the registered holder of such Rights
      Certificate, registered in such name or names as may be designated by such
      holder, and (iv) after receipt thereof, deliver such cash, if any, to or upon
      the order of the registered holder of such Rights Certificate.  The
      payment of the Purchase Price (as such amount may be reduced pursuant to
Section 11(a)(iii) hereof) may be
      made (x) in cash or by certified bank check or bank draft payable to the order
      of the Company, or (y) by delivery of a certificate or certificates (with
      appropriate stock powers executed in blank attached thereto) evidencing a number
      of shares of Common Stock equal to the then Purchase Price divided by the
      closing price (as determined pursuant to Section
      11(d) hereof) per share of Common Stock on the Trading
      Day immediately preceding the date of such exercise.  In the event
      that the Company is obligated to issue other securities (including Common Stock)
      of the Company, pay cash and/or distribute other property pursuant to
Section 11(a) hereof, the Company
      will make all arrangements necessary so that such other securities, cash and/or
      other property are available for distribution by the Rights Agent, if and when
      appropriate.  The Company reserves the right to require prior to the
      occurrence of a Triggering Event that upon any exercise of Rights, a number
      of
      Rights be exercised so that only whole shares of Preferred Stock would be
      issued.

     

    (d)  In
      case
      the registered holder of any Rights Certificate shall exercise less than all
      the
      Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent
      to the Rights remaining unexercised shall be issued by the Rights Agent and
      delivered to, or upon the order of, the registered holder of such Rights
      Certificate, registered in such name or names as may be designated by such
      holder, subject to the provisions of Section 14 hereof.

     

    (e)  Notwithstanding
      anything in this Agreement to the contrary, from and after the first occurrence
      of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring
      Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee
      of
      an Acquiring Person (or of any such Associate or Affiliate) who becomes a
      transferee after the Acquiring Person becomes such, or (iii) a transferee of
      an
      Acquiring Person (or of any such Associate or Affiliate) who becomes a
      transferee prior to or concurrently with the Acquiring Person becoming such
      and
      receives such Rights pursuant to either (A) a transfer (whether or not for
      consideration) from the Acquiring Person to holders of equity interests in
      such
      Acquiring Person or to any Person with whom the Acquiring Person 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 as a
      primary purpose or effect the avoidance of this Section 7(e), shall
      become null and void without any further action, and no holder of such Rights
      shall have any rights whatsoever with respect to such Rights, whether under
      any
      provision of this Agreement or otherwise.  The Company shall use all
      reasonable efforts to insure that the provisions of this Section 7(e) and
Section 4(b) hereof are complied with, but shall have no liability to any
      holder of Rights Certificates or 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.

     

    (f)  Notwithstanding
      anything in this Agreement to the contrary, neither the Rights Agent nor the
      Company shall be obligated to undertake any action with respect to a registered
      holder upon the occurrence of any purported exercise as set forth in this
Section 7

     

    
      
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    unless
      such registered holder shall have (i) completed and signed the certificate
      contained in the form of election to purchase set forth on the reverse side
      of
      the Rights Certificate surrendered for such exercise, and (ii) provided such
      additional evidence of the identity of the Beneficial Owner (or former
      Beneficial Owner) or Affiliates or Associates thereof as the Company shall
      reasonably request.

     

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

     

    Section
      9.  Reservation
      and Availability of Capital Stock.

     

    (a)  The
      Company covenants and agrees that it will cause to be reserved and kept
      available out of its authorized and unissued shares of Preferred Stock (and,
      following the occurrence of a Triggering Event, out of its authorized and
      unissued shares of Common Stock and/or other securities or out of its authorized
      and issued shares held in its treasury), the number of shares of Preferred
      Stock
      (and, following the occurrence of a Triggering Event, Common Stock and/or other
      securities) that, as provided in this Agreement including Section
      11(a)(iii) hereof, will be sufficient to permit the exercise in full of all
      outstanding Rights.

     

    (b)  So
      long
      as the shares of Preferred Stock (and, following the occurrence of a Triggering
      Event, Common Stock and/or other securities) issuable and deliverable upon
      the
      exercise of the Rights may be listed on any national securities exchange, the
      Company shall use its best efforts to cause, from and after such time as the
      Rights become exercisable, all shares reserved for such issuance to be listed
      on
      such exchange upon official notice of issuance upon such exercise.

     

    (c)  The
      Company shall use its best efforts (i) to file, as soon as practicable following
      the earliest date after the first occurrence of a Section 11(a)(ii) Event on
      which the consideration to be delivered by the Company upon exercise of the
      Rights has been determined in accordance with Section 11(a)(iii) hereof,
      or as soon as is required by law following the Distribution Date, as the case
      may be, a registration statement under the Securities Act of 1933 (the
“Act”), with respect to the securities purchasable upon exercise of the
      Rights on an appropriate form, (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 Act) until the earlier of (A) the date as of
      which the Rights are no longer exercisable for such securities, and (B) the
      date
      of the expiration of the Rights.  The Company will also take such
      action as may be appropriate under, or to ensure compliance with, the securities
      or “blue sky” laws of the various states in connection 

     

    
      
        11

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    with
      the exercisability of the Rights.  The
      Company may temporarily suspend, for a period of time not to exceed ninety
      (90)
      days after the date set forth in clause (i) of the first sentence of this
Section
      9(c), the exercisability of the Rights in order to
      prepare and file such registration statement and permit it to become
      effective.  Upon any such suspension, the Company shall issue a public
      announcement stating that the exercisability of the Rights has been temporarily
      suspended, as well as a public announcement at such time as the suspension
      is no
      longer in effect.  Notwithstanding any provision of this Agreement to
      the contrary, the Rights shall not be exercisable in any jurisdiction if the
      requisite qualification in such jurisdiction, shall not have been obtained,
      the
      exercise thereof shall not be permitted under applicable law or a registration
      statement shall not have been declared effective.

     

    (d)  The
      Company covenants and agrees that it will take all such action as may be
      necessary to ensure that all one one-hundredths of a share of Preferred Stock
      (and, following the occurrence of a Triggering’ Event, Common Stock and/or other
      securities) delivered upon exercise of Rights shall, at the time of delivery
      of
      the certificates for such shares (subject to payment of the Purchase Price),
      be
      duly and validly authorized and issued and fully paid and
      nonassessable.

     

    (e)  The
      Company further covenants and agrees that it will pay when due and payable
      any
      and all federal and state transfer taxes and charges which may be payable in
      respect of the issuance or delivery of the Rights Certificates and of any
      certificates for a number of one one-hundredths of a share of Preferred Stock
      (or Common Stock and/or other securities, as the case may be) upon the exercise
      of Rights.  The Company shall not, however, be required to pay any
      transfer tax which may be payable in respect of any transfer or delivery of
      Rights Certificates to a Person other than, or the issuance or delivery of
      a
      number of one one-hundredths of a share of Preferred Stock (or Common Stock
      and/or other securities, as the case may be) in respect of a name other than
      that of, the registered holder of the Rights Certificates evidencing Rights
      surrendered for exercise or to issue or deliver any certificates for a number
      of
      one one-hundredths of a share of Preferred Stock (or Common Stock and/or other
      securities, as the case may be) in a name other than that of the registered
      holder upon the exercise of any Rights until such tax shall have been paid
      (any
      such tax being payable by the holder of such Rights Certificate at the time
      of
      surrender) or until it has been established to the Company’s satisfaction that
      no such tax is due.

     

    Section
      10.  Preferred
      Stock Record Date.  Each person in whose name any certificate for
      a number of one one-hundredths of a share of Preferred Stock (or Common Stock
      and/or other securities, as the case may be) is issued upon the exercise of
      Rights shall for all purposes be deemed to have become the holder of record
      of
      such fractional shares of Preferred Stock (or Common Stock and/or other
      securities, as the case may be) represented thereby on, and such certificate
      shall be dated, the date upon which the Rights 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 Preferred Stock
      (or Common Stock and/or other securities, as the case may be) transfer books
      of
      the Company are closed, such Person shall be deemed to have become the record
      holder of such shares (fractional or otherwise) on, and such certificate shall
      be dated, the next succeeding Business Day on which the Preferred Stock (or
      Common Stock and/or other securities, as the case may be) transfer books of
      the
      Company are open.  Prior to the exercise of the Rights 

     

    
      
        12

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    evidenced
      thereby, the holder of a Rights Certificate shall not be entitled to any rights
      of a stockholder of the Company with respect to shares for which the Rights
      shall be exercisable, including, without limitation, the right to vote, to
      receive dividends or other distributions or to exercise any preemptive rights,
      and shall not be entitled to receive any notice of any proceedings of the
      Company, except as provided herein.

     

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

     

    (a)
      (i)  In the event the Company shall at any time after the date of this
      Agreement (A) declare a dividend on the Preferred Stock payable in shares of
      Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine
      the
      outstanding Preferred Stock into a smaller number of shares, or (D) issue any
      shares of its capital stock in a reclassification of the Preferred Stock
      (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) and Section 7(e)
      hereof, the Purchase Price in effect at the time of the record date for such
      dividend or of the effective date of such subdivision, combination or
      reclassification, and the number and kind of shares of Preferred Stock or
      capital stock, as the case may be, issuable on such date, shall be
      proportionately adjusted so that the holder of any Right exercised after such
      time shall be entitled to receive, upon payment of the Purchase Price then
      in
      effect, the aggregate number and kind of shares of Preferred Stock or capital
      stock, as the case may be, which, if such Right had been exercised immediately
      prior to such date and at a time when the Preferred Stock transfer books of
      the
      Company were open, he would have owned upon such exercise and been entitled
      to
      receive by virtue of such dividend, subdivision, combination or
      reclassification.  If an event occurs which would require an
      adjustment under both this Section 11(a)(i) and Section 11(a)(ii)
      hereof, the adjustment provided for in this Section 11(a)(i) shall be in
      addition to, and shall be made prior to, any adjustment required pursuant to
      Section 11(a)(ii) hereof.

     

    (ii)  In
      the
      event:

     

    (A)  (1)
      any
      Acquiring Person or any Associate or Affiliate of any Acquiring Person, at
      any
      time after the date of this Agreement, directly or indirectly, shall merge
      into
      the Company or otherwise combine with the Company and the Company shall be
      the
      continuing or surviving corporation of such merger or combination and the Common
      Stock of the Company shall remain outstanding and unchanged, or (2) subject
      to
      the right of redemption granted in Section 23 hereof, any Person (other
      than the Company, any Subsidiary of the Company, any employee benefit plan
      of
      the Company or of any Subsidiary of the Company, or any Person or entity
      organized, appointed or established by the Company for or pursuant to the terms
      of any such plan), alone or together with its Affiliates and Associates, shall,
      at any time after the Rights Dividend Declaration Date, become the Beneficial
      Owner of more than 20% of the shares of Common Stock then outstanding, other
      than (x) pursuant to any transaction set forth in Section
      13(a)

     

    
      
        13

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    hereof, or
      (y) pursuant to an offer for all outstanding shares of Common Stock at a price
      and upon such terms and conditions as a majority of the Continuing Directors
      determines to be in the best interests of the Company and its stockholders,
      other than such Acquiring Person, its Affiliates and its
      Associates, or

     

    (B)  during
      such time as there is an Acquiring Person, there shall be any reclassification
      of securities (including any reverse stock split), or 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, other than a transaction or transactions
      to
      which the provisions of Section 13(a) apply (whether or not with or into
      or otherwise involving an Acquiring Person) 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 which is directly or indirectly beneficially owned by any
      Acquiring Person or any Associate or Affiliate of any Acquiring
      Person,

     

    then,
      promptly following the occurrence of a Section 11(a)(ii) Event, proper provision
      shall be made so that each holder of a Right (except as provided below and
      in
Section 7(e) hereof) shall thereafter have the right to receive, upon
      exercise thereof at the then current Purchase Price in accordance with the
      terms
      of this Agreement, in lieu of a number of one one-hundredths of a share of
      Preferred Stock, such number of shares of Common Stock of the Company as shall
      equal the result obtained by (x) multiplying the then current Purchase Price
      by
      the then number of one one-hundredths of a share of Preferred Stock for which
      a
      Right was exercisable immediately prior to the first occurrence of a Section
      11(a)(ii) Event, and (y) dividing that product (which, following such first
      occurrence, shall thereafter be referred to as the “Purchase Price” for each
      Right and for all purposes of this Agreement) by 50% of the current market
      price
      (determined pursuant to Section 11(d) hereof) per share of Common Stock
      on the date of such first occurrence (such number of shares, the “Adjustment
      Shares”).

     

    (iii)  In
      the
      event that the number of shares of Common Stock which are authorized by the
      Amended and Restated Certificate of Incorporation but not outstanding or
      reserved for issuance for purposes other than upon exercise of the Rights are
      not sufficient to permit the exercise in full of the Rights in accordance with
      the foregoing subparagraph (ii) of this Section 11(a), the Company shall:
      (A) determine the excess of (1) the value of the Adjustment Shares issuable
      upon
      the exercise of a Right (the “Current Value”) over (2) the Purchase Price
      (such excess, the “Spread”), and (B) with respect to each Right (subject
      to Section 7(e) hereof), make adequate provision to substitute for the
      Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash,
      (2)
      a reduction in the Purchase Price, (3) Common Stock or other equity securities
      of the Company (including, without limitation, shares or units of shares of
      preferred stock which the Board of Directors of the Company has deemed to have
      the same value as shares of Common Stock (such shares of preferred stock,
“common stock equivalents”)), (4) debt securities of the Company, (5)
      other assets, or (6) any combination of the foregoing, having an aggregate
      value
      equal to the Current Value, where such aggregate 

     

    
      
        14

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    (b)  In
      case
      the Company shall fix a record date for the issuance of rights, options or
      warrants to all holders of Preferred Stock entitling them to subscribe for
      or
      purchase (for a period expiring within forty-five (45) calendar days after
      such
      record date) Preferred Stock (or shares having the same rights, privileges
      and
      preferences as the shares of Preferred Stock (“equivalent preferred
      stock”)) or securities convertible into Preferred Stock or equivalent
      preferred stock at a price per share of Preferred Stock or per share of
      equivalent preferred stock (or having a conversion price per share, if a
      security convertible into Preferred Stock or equivalent preferred stock) less
      than the current market price (as determined pursuant to Section 11(d)
      hereof) per share of Preferred Stock on such record date, the Purchase Price
      to
      be in effect after such record date shall be determined by multiplying the
      Purchase Price in effect immediately prior to such record date by a fraction,
      the numerator of which shall be the number of shares of Preferred Stock
      outstanding on such record date, plus the number of shares of Preferred Stock
      which the aggregate offering price of the total number of shares of Preferred
      Stock and/or equivalent preferred stock so to be offered (and/or the aggregate
      initial conversion price of the convertible securities so to be offered) would
      purchase at such current market price, and the denominator of which shall be
      the
      number of shares of Preferred Stock outstanding on 

     

    
      
        15

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    such
      record date, plus the number of additional shares of Preferred Stock and/or
      equivalent preferred stock to be offered for subscription or purchase (or into
      which the convertible securities so to be offered are initially
      convertible).  In case such subscription price may be paid by delivery
      of consideration part or all of which may be in a form other than cash, the
      value of such consideration shall be as determined in good faith by the Board
      of
      Directors of the Company, whose determination shall be described in a statement
      filed with the Rights Agent and shall be binding on the Rights Agent and the
      holders of the Rights.  Shares of Preferred Stock owned by or held for
      the account of the Company shall not be deemed outstanding for the purpose
      of
      any such computation.  Such adjustment shall be made successively
      whenever such a record date is fixed, and in the event that such rights or
      warrants are not so issued, the Purchase Price shall be adjusted to be the
      Purchase Price which would then be in effect if such record date had not been
      fixed.

     

    (c)  In
      case
      the Company shall fix a record date for a distribution to all holders of
      Preferred Stock (including any such distribution made in connection with a
      consolidation or merger in which the Company is the continuing corporation)
      of
      evidences of indebtedness, cash (other than a regular quarterly cash dividend
      out of the earnings or retained earnings of the Company), assets (other than
      a
      dividend payable in Preferred Stock, but including any dividend payable in
      stock
      other than Preferred Stock) or subscription rights or warrants (excluding those
      referred to in Section 11(b) hereof), the Purchase Price to be in effect
      after such record date shall be determined by multiplying the Purchase Price
      in
      effect immediately prior to such record date by a fraction, the numerator of
      which shall be the current market price (as determined pursuant to Section
      11(d) hereof) per share of Preferred Stock on such record date, less the
      fair market value (as determined in good faith by the Board of Directors of
      the
      Company, whose determination shall be described in a statement filed with the
      Rights Agent) of the portion of the cash, assets or evidences of indebtedness
      so
      to be distributed or of such subscription rights or warrants applicable to
      a
      share of Preferred Stock and the denominator of which shall be such current
      market price (as determined pursuant to Section 11(d) hereof) per share
      of Preferred Stock.  Such adjustments shall be made successively
      whenever such a record date is fixed, and in the event that such distribution
      is
      not so made, the Purchase Price shall be adjusted to be the Purchase Price
      which
      would have been in effect if such record date had not been fixed.

     

    (d)
      (i)  For the purpose of any computation hereunder, other than
      computations made pursuant to Section 11(a)(iii) hereof, the “current
      market price” per share of Common Stock on any date shall be deemed to be the
      average of the daily closing prices per share of such Common Stock for the
      thirty (30) consecutive Trading Days (as such term is hereinafter defined)
      immediately prior to such date, and for purposes of computations made pursuant
      to Section 11(a)(iii) hereof, the “current market price” per share of
      Common Stock on any date shall be deemed to be the average of the daily closing
      prices per share of such Common Stock for the ten (10) consecutive Trading
      Days
      immediately following such date; provided, however, that in the
      event that the current market price per share of the Common Stock is determined
      during a period following the announcement by the issuer of such Common Stock
      of
      (A) a dividend or distribution on such Common Stock payable in shares of such
      Common Stock or securities convertible into shares of such Common Stock (other
      than the Rights), or (B) any subdivision, combination or reclassification of
      such Common Stock, and prior to the expiration of the requisite thirty (30)
      Trading Day or ten (10) Trading Day period, as set 

     

    
      
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    forth
      above, 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 market price” shall be properly adjusted to take
      into account ex-dividend trading.  The closing price for each day
      shall be the last sale price, regular way, or, in case no such sale takes place
      on such day, the average of the closing bid and asked prices, regular way,
      in
      either case as reported in the principal consolidated transaction reporting
      system with respect to securities listed or admitted to trading on the New
      York
      Stock Exchange or, if the shares of Common Stock are not listed or admitted
      to
      trading on the New York Stock Exchange, as reported in the principal
      consolidated transaction reporting system with respect to securities listed
      on
      the principal national securities exchange on which the shares of Common Stock
      are listed or admitted to trading or, if the shares of Common Stock are not
      listed or admitted to trading on any national securities exchange, the last
      quoted price or, if not so quoted, the average of the high bid and low asked
      prices in the over-the-counter market, as reported by the National Association
      of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”) or such
      other system then in use, or, if on any such date the shares of Common Stock
      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
      Stock selected by the Board of Directors of the Company.  If on any
      such date no market maker is making a market in the Common Stock, the fair
      value
      of such shares on such date as determined in good faith by the Board of
      Directors of the Company shall be used.  The term “Trading Day”
shall mean a day on which the principal national securities exchange
      on which
      the shares of Common Stock are listed or admitted to trading is open for the
      transaction of business or; if the shares of Common Stock are not listed or
      admitted to trading on any national securities exchange, a Business
      Day.  If the Common Stock is not publicly held or not so listed or
      traded, “current market price” per share shall mean the fair value per share as
      determined in good faith by the Board of Directors of the Company, whose
      determination shall be described in a statement filed with the Rights Agent
      and
      shall be conclusive for all purposes. 
       

    

    (ii)  For
      the
      purpose of any computation hereunder, the “current market price” per share of
      Preferred Stock shall be determined in the same manner as set forth above for
      the Common Stock in clause (i) of this Section 11(d) (other than the last
      sentence thereof).  If the current market price per share of Preferred
      Stock cannot be determined in the manner provided above or if the Preferred
      Stock is not publicly held or listed or traded in a manner described in clause
      (i) of this Section 11(d), the “current market price” per share of
      Preferred Stock shall be conclusively deemed to be an amount equal to 100 (as
      such number may be appropriately adjusted for such events as stock splits,
      stock
      dividends and recapitalizations with respect to the Common Stock occurring
      after
      the date of this Agreement) multiplied by the current market price per share
      of
      the Common Stock.  If neither the Common Stock nor the Preferred Stock
      is publicly held or so listed or traded, “current market price” per share of the
      Preferred Stock shall mean the fair value per share as determined in good faith
      by the Board of Directors of the Company, whose determination shall be described
      in a statement filed with the Rights Agent and shall be conclusive for all
      purposes.  For all purposes of this Agreement, the “current market
      price” of one one-hundredth of a share of Preferred Stock shall be equal to the
“current market price” of one share of Preferred Stock divided by
      100.

     

    
      
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    (e)  Anything
      herein to the contrary notwithstanding, no adjustment in the Purchase Price
      shall be required unless such adjustment would require an increase or decrease
      of at least one percent (1%) in the Purchase Price; provided,
however, that any adjustments which by reason of this Section
      11(e) are not required to be made shall be carried forward and taken into
      account in any subsequent adjustment.  All calculations under this
Section 11 shall be made to the nearest cent or to the nearest
      ten-thousandth of a share of Common Stock or other share or one-millionth of
      a
      share of Preferred Stock, as the case may be.  Notwithstanding the
      first sentence of this Section 11(e), any adjustment required by this
Section 11 shall be made no later than the earlier of (i) three (3) years
      from the date of the transaction which mandates such adjustment, or (ii) the
      Expiration Date.

     

    (f)  If
      as a
      result of an adjustment made pursuant to Section 11(a)(ii) or Section
      13(a) hereof, the holder of any Right thereafter exercised shall become
      entitled to receive any shares of capital stock other than Preferred Stock,
      thereafter the number of such other shares so receivable upon exercise of any
      Right and the Purchase Price thereof shall be subject to adjustment from time
      to
      time in a manner and on terms as nearly equivalent as practicable to the
      provisions with respect to the Preferred Stock contained in Sections
11(a), (b), (c), (e), (g), (h),
(i), (j), (k)
      and (m), and the provisions of
Sections 7, 9, 10, 13 and 14 hereof
      with respect to the Preferred Stock shall apply on like terms to any such other
      shares.

     

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

     

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

     

    (i)  The
      Company may elect on or after the date of any adjustment of the Purchase Price
      to adjust the number of Rights, in lieu of any adjustment in the number of
      one
      one-hundredths of a share of Preferred Stock purchasable upon the exercise
      of a
      Right.  Each of the Rights outstanding after the adjustment in the
      number of Rights shall be exercisable for the number of one one-hundredths
      of a
      share of Preferred Stock for which a Right was exercisable immediately prior
      to
      such adjustment.  Each Right held of record prior to such adjustment
      of the number of Rights shall become that number of Rights (calculated to the
      nearest one-ten-thousandth) obtained by dividing the Purchase Price in effect
      immediately prior to adjustment of the Purchase Price by the Purchase Price
      in
      effect immediately after adjustment of the Purchase Price.  The
      Company shall make a public announcement of its election to adjust the number
      of
      Rights, indicating the record date for the adjustment, and, if known at the
      time, the 

     

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

     

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

     

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

     

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

     

    (m)  Anything
      in this Section 11 to the contrary notwithstanding, the Company shall be
      entitled to make such reductions in the Purchase Price, in addition to those
      adjustments expressly required by this Section 11, as and to the extent
      that in their good faith judgment the Board of Directors of the Company shall
      determine to be advisable in order that any (i) consolidation or subdivision
      of
      the Preferred Stock, (ii) issuance wholly for cash of any shares of Preferred
      Stock at less than the current market price, (iii) issuance wholly for cash
      of
      shares of 

     

    
      
        19

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    Section
      12.  Certificate
      of Adjusted Purchase Price or Number of Shares.  Whenever an
      adjustment is made as provided in Section 11 and Section 13
      hereof, the Company shall (a) 

     

    
      
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    promptly
      prepare a certificate setting forth such adjustment and a brief statement of
      the
      facts accounting for such adjustment, (b) promptly file with the Rights Agent,
      and with each transfer agent for the Preferred Stock and the Common Stock,
      a
      copy of such certificate, and (c) mail or cause the Rights Agent to mail a
      brief
      summary thereof to each holder of a Rights Certificate (or, if prior to the
      Distribution Date, to each holder of a certificate representing shares of Common
      Stock) in accordance with Section 26 hereof.  The Rights Agent
      shall be fully protected in relying on any such certificate and on any
      adjustment therein contained.

     

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

     

    (a)  In
      the
      event that, following the Stock Acquisition Date, directly or indirectly, (x)
      the Company shall consolidate with, or merge with and into, any other Person
      (other than a Subsidiary of the Company in a transaction which complies with
      Section 11(o) hereof), and the Company shall not be the continuing or
      surviving corporation of such consolidation or merger, (y) any Person (other
      than a Subsidiary of the Company in a transaction which complies with Section
      11(o) hereof) shall consolidate with, or merge with or into, the Company,
      and the Company shall be the continuing or surviving corporation of such
      consolidation or merger and, in connection with such consolidation or merger,
      all or part of the outstanding shares of Common Stock shall be changed into
      or
      exchanged for stock or other securities of any other Person or cash or any
      other
      property, or (z) the Company shall sell or otherwise transfer (or one or more
      of
      its Subsidiaries shall sell or otherwise transfer), in one transaction or a
      series of related transactions, assets or earning power aggregating more than
      50% of the assets or earning power of the Company and its Subsidiaries (taken
      as
      a whole) to any Person or Persons (other than the Company or any Subsidiary
      of
      the Company in one or more transactions each of which complies with Section
      11(o) hereof), then, and in each such case, proper provision shall be made
      so that: (i) each holder of a Right, except as provided in Section 7(e)
      hereof, shall thereafter have the right to receive, upon the exercise thereof
      at
      the then current Purchase Price in accordance with the terms of this Agreement,
      such number of validly authorized and issued, fully paid, nonassessable and
      freely tradeable shares of Common Stock of the Principal Party (as such term
      is
      hereinafter defined), not subject to any liens, encumbrances, rights of first
      refusal or other adverse claims, as shall be equal to the result obtained by
      (1)
      multiplying the then current Purchase Price by the number of one one-hundredths
      of a share of Preferred Stock for which a Right is exercisable immediately
      prior
      to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event
      has occurred prior to the first occurrence of a Section 13 Event, multiplying
      the number of such one one-hundredths of a share for which a Right was
      exercisable immediately prior to the first occurrence of a Section 11(a)(ii)
      Event by the Purchase Price in effect immediately prior to such first
      occurrence), and dividing that product (which, following the first occurrence
      of
      a Section 13 Event, shall be referred to as the “Purchase Price” for each Right
      and for all purposes of this Agreement) by (2) 50% of the current market price
      (determined pursuant to Section 11(d)(i) hereof) per share of the Common
      Stock of such Principal Party on the date of consummation of such Section 13
      Event; (ii) such Principal Party shall thereafter be liable for, and shall
      assume, by virtue of such Section 13 Event, all the obligations and duties
      of
      the Company pursuant to this Agreement; (iii) the term “Company” shall
      thereafter be deemed to refer to such Principal Party, it being specifically
      intended that the provisions of Section 11 hereof shall apply only to
      such Principal Party following the first occurrence of a Section 13 Event;
      (iv)
      such Principal Party shall take such steps (including, but not limited to,
      the
      reservation of a sufficient number of shares of its 

     

    
      
        21

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Common
      Stock) in connection with the consummation of any such transaction as may be
      necessary to assure that the provisions hereof shall thereafter be applicable,
      as nearly as reasonably may be, in relation to its shares of Common Stock
      thereafter deliverable upon the exercise of the Rights; and (v) the provisions
      of Section 11(a)(i) hereof shall be of no effect following the first
      occurrence of any Section 13 Event.

     

    (b)  “Principal
      Party” shall mean

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        22

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    Section
      14.  Fractional
      Rights and Fractional Shares.

     

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

     

    (b)  The
      Company shall not be required to issue fractions of shares of Preferred Stock
      (other than fractions which are integral multiples of one one-hundredth of
      a
      share of Preferred Stock, which may, at the option of the Company, be evidenced
      by depositary receipts) upon exercise of the Rights or to distribute
      certificates which evidence fractional shares of Preferred Stock (other than
      fractions which are integral multiples of one one-hundredth of a share of
      Preferred Stock).  In lieu of fractional shares of Preferred Stock
      that are not integral multiples of one one-hundredth of a share of Preferred
      Stock, the Company may pay to the registered holders of Rights Certificates
      at
      the time such Rights are exercised as herein provided an amount in cash equal
      to
      the same fraction of the current market value of one one-hundredth of a share
      of
      Preferred Stock.  For purposes of this Section 14(b), the
      current market value of one one-hundredth of a share of Preferred Stock shall
      be
      one one-hundredth of the closing price of a share of Preferred Stock (as
      determined pursuant to Section 11(d)(ii) hereof) for the Trading Day
      immediately prior to the date of such exercise.

     

    (c)  Following
      the occurrence of a Triggering Event, the Company shall not be required to
      issue
      fractions of shares of Common Stock upon exercise of the Rights or to distribute
      certificates which evidence fractional shares of Common Stock.  In
      lieu of fractional 

     

     

    
      
        23

      

      
        
        

        
          

        

      

      
        
        

      

       

      shares
        of
        Common Stock, the Company may pay to the registered holders of Rights
        Certificates at the time such Rights are exercised as herein provided an
        amount
        in cash equal to the same fraction of the current market value of one share
        of
        Common Stock.  For purposes of this Section 14(c), the current
        market value of one share of Common Stock shall be the closing price of one
        share of Common Stock (as determined pursuant to Section 11(d)(i) hereof)
        for the Trading Day immediately prior to the date of such
        exercise.

    

     

    (d)  The
      holder of a Right by the acceptance of the Rights expressly waives his right
      to
      receive any fractional Rights or any fractional shares upon exercise of a Right,
      except as permitted by this Section 14.

     

    Section
      15.  Rights
      of Action.  All rights of action in respect of this Agreement are
      vested in the respective registered holders of the Rights Certificates (and,
      prior to the Distribution Date, the registered holders of the Common Stock);
      and
      any registered holder of any Rights Certificate (or, prior to the Distribution
      Date, of the Common Stock), without the consent of the Rights Agent or of the
      holder of any other Rights Certificate (or, prior to the Distribution Date,
      of
      the Common Stock), 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 Rights Certificate in the manner provided in such Rights
      Certificate and in this Agreement.  Without limiting the foregoing or
      any remedies available to the holders of Rights, it is specifically acknowledged
      that the holders of Rights would not have an adequate remedy at law for any
      breach of this Agreement and shall be entitled to specific performance of the
      obligations hereunder and injunctive relief against actual or threatened
      violations of the obligations hereunder of any Person subject to this
      Agreement.

     

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

     

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

     

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

     

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

     

    
      
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    (d)  notwithstanding
      anything in this Agreement to the contrary, neither the Company nor the Rights
      Agent shall have any liability to any holder of a Right or other Person as
      a
      result of its inability to perform any of its obligations under this Agreement
      by reason of any preliminary or permanent injunction or other order, decree
      or
      ruling issued by a court 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, the Company must use its best efforts to have
      any such order, decree or ruling lifted or otherwise overturned as soon as
      possible.

     

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

     

    Section
      18.  Concerning
      the Rights Agent.

     

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

     

    (b)  The
      Rights Agent shall be protected and shall incur no liability for or in respect
      of any action taken, suffered or omitted by it in connection with its
      administration of this Agreement in reliance upon any Rights Certificate or
      certificate for Common Stock or for other securities of the Company, instrument
      of assignment or transfer, power of attorney, endorsement, affidavit, letter,
      notice, direction, consent, certificate, statement, or other paper or document
      believed by it to be genuine and to be signed, executed and, where necessary,
      verified or acknowledged, by the proper Person or Persons.

     

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

     

    (a)  Any
      corporation into which the Rights Agent or any successor Rights Agent may be
      merged or with which it may be consolidated, or any corporation resulting from
      

     

    
      
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      any
        merger or consolidation to which the Rights Agent or any successor Rights
        Agent
        shall be a party, or any corporation succeeding to the corporate trust or
        stock
        transfer business of the Rights Agent or any successor Rights Agent, shall
        be
        the successor to the Rights Agent under this Agreement without the execution
        or
        filing of any paper or any further act on the part of any of the parties
        hereto;
provided, however, that such corporation would be eligible for
        appointment as a successor Rights Agent under the provisions of Section
        21 hereof.  In case at the time such successor Rights Agent shall
        succeed to the agency created by this Agreement, any of the Rights Certificates
        shall have been countersigned but not delivered, any such successor Rights
        Agent
        may adopt the countersignature of a predecessor Rights Agent and deliver
        such
        Rights Certificates so countersigned; and in case at that time any of the
        Rights
        Certificates shall not have been countersigned, any successor Rights Agent
        may
        countersign such Rights Certificates either in the name of the predecessor
        or in
        the name of the successor Rights Agent; and in all such cases such Rights
        Certificates shall have the full force provided in the Rights Certificates
        and
        in this Agreement.

    

     

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

     

    Section
      20.  Duties
      of Rights Agent.  The Rights Agent undertakes the duties and
      obligations imposed by this Agreement upon the following terms and conditions,
      by all of which the Company and the holders of Rights Certificates, by their
      acceptance thereof, shall be bound:

     

    (a)  The
      Rights Agent may consult with legal counsel (who may be legal counsel for the
      Company), and the opinion of such counsel shall be full and complete
      authorization and protection to the Rights Agent as to any action taken or
      omitted by it in good faith and in accordance with such opinion.

     

    (b)  Whenever
      in the performance of its duties under this Agreement the Rights Agent shall
      deem it necessary or desirable that any fact or matter (including, without
      limitation, the identity of any Acquiring Person and the determination of
“current market price”) be proved or established by the Company prior to taking
      or suffering any action hereunder, such fact or matter (unless other evidence
      in
      respect thereof be herein specifically prescribed) may be deemed to be
      conclusively proved and established by a certificate signed by the Chairman
      of
      the Board, the President, any Vice President, the Treasurer, any Assistant
      Treasurer, the Secretary or any Assistant Secretary of the Company and delivered
      to the Rights Agent; and such certificate shall be full authorization to the
      Rights Agent for any action taken or suffered in good faith by it under the
      provisions of this Agreement in reliance upon such certificate.

     

    (c)  The
      Rights Agent shall be liable hereunder only for its own gross negligence, bad
      faith or willful misconduct.

     

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

     

    (e)  The
      Rights Agent shall not be under any responsibility in respect of the validity
      of
      this Agreement or the execution and delivery hereof (except the due execution
      hereof by the Rights Agent) or in respect of the validity or execution of any
      Rights Certificate (except its countersignature thereof); nor shall it be
      responsible for any breach by the Company of any covenant or condition contained
      in this Agreement or in any Rights Certificate; nor shall it be responsible
      for
      any adjustment required under the provisions of Section 11 or Section
      13 hereof 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
      Rights Certificates after actual notice of any such adjustment); nor shall
      it by
      any act hereunder be deemed to make any representation or warranty as to the
      authorization or reservation of any shares of Common Stock or Preferred Stock
      to
      be issued pursuant to this Agreement or any Rights Certificate or as to whether
      any shares of Common Stock or Preferred Stock will, when so issued, be validly
      authorized and issued, fully paid and nonassessable.

     

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

     

    (g)  The
      Rights Agent is hereby authorized and directed to accept instructions with
      respect to the performance of its duties hereunder from the Chairman of the
      Board, the President, any Vice President, the Secretary, any Assistant
      Secretary, the Treasurer or any Assistant Treasurer of the Company, and to
      apply
      to such officers for advice or instructions in connection with its duties,
      and
      it shall not be liable for any action taken or suffered to be taken by it in
      good faith in accordance with instructions of any such officer.

     

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

     

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

     

    (j)  No
      provision of this Agreement shall require the Rights Agent to expend or risk
      its
      own funds or otherwise incur any financial liability in the performance of
      any
      of its

    
      
        27

      

      
        
        

        
          

        

      

      
        
        

      

       

      duties hereunder or in the exercise of its rights if
        there
        shall be reasonable grounds for believing that repayment of such funds or
        adequate indemnification against such risk or liability is not reasonably
        assured to it.

    

     

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

     

    Section
      21.  Change
      of Rights Agent.  The Rights Agent or any successor Rights Agent
      may resign and be discharged from its duties under this Agreement upon 30 days’
notice in writing mailed to the Company and to each transfer agent of the Common
      Shares or Preferred Shares by registered or certified mail, and the holders
      of
      the Right Certificates by first-class mail.  In the event the transfer
      agency relationship in effect between the Company and the Rights Agent
      terminates, the Rights Agent will be deemed to resign automatically on the
      effective date of such termination; and any required notice will be sent by
      the
      Company.  The Company may remove the Rights Agent or any successor
      Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or
      successor Rights Agent, as the case may be, and to each transfer agent of the
      Common Shares or Preferred Shares by registered or certified mail, and to the
      holders of the Right Certificates by first-class mail.  If the Rights
      Agent shall resign or be removed or shall otherwise become incapable of acting,
      the Company shall appoint a successor to the Rights Agent.  If the
      Company shall fail to make such appointment within a period of 30 days after
      giving notice of such removal or after it has been notified in writing of such
      resignation or incapacity by the resigning or incapacitated Rights Agent or
      by
      the holder of a Right Certificate (who shall, with such notice, submit such
      holder's Right Certificate for inspection by the Company), then the registered
      holder of any Right Certificate may apply to any court of competent jurisdiction
      for the appointment of a new Rights Agent.  Any successor Rights
      Agent, whether appointed by the Company or by such a court, shall be a
      corporation or trust company organized and doing business under the laws of
      the
      United States or of any state of the United States, in good standing, which
      is
      authorized under such laws to exercise corporate trust or stock transfer powers
      and is subject to supervision or examination by federal or state authority
      and
      which has individually or combined with an affiliate at the time of its
      appointment as Rights Agent a combined capital and surplus of at least $100
      million dollars.  After appointment, the successor Rights Agent shall
      be vested with the same powers, rights, duties and responsibilities as if it
      had
      been originally named as Rights Agent without further act or deed; but the
      predecessor Rights Agent shall deliver and transfer to the successor Rights
      Agent any property at the time held by it hereunder, and execute and deliver
      any
      further assurance, conveyance, act or deed necessary for the
      purpose.  Not later than the effective date of any such appointment
      the Company shall file notice thereof in writing with the predecessor Rights
      Agent and each transfer agent of the Common Shares or Preferred Shares, and
      mail
      a notice thereof in writing to the registered holders of the Right
      Certificates.  Failure to give any notice provided for in this
Section 21, however, or any defect therein, shall not affect the legality
      or validity of the resignation or removal of the Rights Agent or the appointment
      of the successor Rights Agent, as the case may be.

     

    
      
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    Section
      22.  Issuance
      of New Rights Certificates.  Notwithstanding any of the provisions
      of this Agreement or of the Rights to the contrary, the Company may, at its
      option, issue new Rights Certificates evidencing Rights in such form as may
      be
      approved by its Board of Directors to reflect any adjustment or change in the
      Purchase Price and the number or kind or class of shares or other securities
      or
      property purchasable under the Rights Certificates made in accordance with
      the
      provisions of this Agreement.  In addition, in connection with the
      issuance or sale of shares of Common Stock following the Distribution Date
      and
      prior to the redemption or expiration of the Rights, the Company (a) shall,
      with
      respect to shares of Common Stock so issued or sold pursuant to the exercise
      of
      stock options or under any employee plan or arrangement, or upon the exercise,
      conversion or exchange of securities hereinafter issued by the Company, and
      (b)
      may, in any other case, if deemed necessary or appropriate by the Board of
      Directors of the Company, issue Rights Certificates representing the appropriate
      number of Rights in connection with such issuance or sale; provided,
however, that (i) no such Rights Certificate shall be issued if, and
      to
      the extent that, the Company shall be advised by counsel that such issuance
      would create a significant risk of material adverse tax consequences to the
      Company or the Person to whom such Rights Certificate would be issued, and
      (ii)
      no such Rights Certificate shall be issued if, and to the extent that,
      appropriate adjustment shall otherwise have been made in lieu of the issuance
      thereof.

     

    Section
      23.  Redemption
      and Termination.

     

    (a)  The
      Board
      of Directors of the Company may, at its option, at any time prior to the earlier
      of (i) the Close of business on the tenth Business Day following the Stock
      Acquisition Date or (ii) the Final Expiration Date, redeem all but not less
      than
      all the then outstanding Rights at a redemption price of $.01 per Right, as
      such
      amount may be appropriately adjusted to reflect any stock split, stock dividend
      or similar transaction occurring after the date hereof (such redemption price
      being herein after referred to as the “Redemption Price”);
provided, however, that if, following the occurrence of a Stock
      Acquisition Date and following the expiration of the right of redemption
      hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring
      Person shall have transferred or otherwise disposed of a number of shares of
      Common Stock in one transaction or series of transactions, not directly or
      indirectly involving the Company or any of its Subsidiaries, which did not
      result in the occurrence of a Triggering Event such that such Person is
      thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common
      Stock, and (ii) there are no other Persons, immediately following the occurrence
      of the event described in clause (i), who are Acquiring Persons, then the right
      of redemption shall be reinstated and thereafter be subject to the provisions
      of
      this Section 23.  Notwithstanding anything contained in this
      Agreement to the contrary, the Rights shall not be exercisable after the first
      occurrence of a Section 11(a)(ii) Event until such time as the Company’s right
      of redemption hereunder has expired.  The Company may, at its option,
      pay the Redemption Price in cash, shares of Common Stock (based on the “current
      market price,” as defined in Section 11(d)(i) hereof, of the Common Stock
      at the time of redemption) or any other form of consideration deemed appropriate
      by the Board of Directors.

     

    (b)  Immediately
      upon the action of the Board of Directors of the Company ordering the redemption
      of the Rights, evidence of which shall have been filed with the Rights Agent
      and
      without any further action and without any notice, the right to exercise the
      Rights will terminate and the only right thereafter of the holders of Rights
      shall be to receive the Redemption 

    
      
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      Price
        for
        each Right so held.  Promptly after the action of the Board of
        Directors ordering the redemption of the Rights, the Company shall give notice
        of such redemption to the Rights Agent and the holders of the then outstanding
        Rights by mailing such notice to all such holders at each holder’s last address
        as it appears upon the registry books of the Rights Agent or, prior to the
        Distribution Date, on the registry books of the Transfer Agent for the Common
        Stock.  Any notice which is mailed in the manner herein provided shall
        be deemed given, whether or not the holder receives the notice.  Each
        such notice of redemption will state the method by which the payment of the
        Redemption Price will be made.

    

     

    Section
      24.  Exchange.

     

    (a)  The
      Board
      of Directors of the Company may, at its option, at any time after any Person
      becomes an Acquiring Person, cause the Company to exchange all or part of the
      then outstanding and exercisable Rights (which shall not include Rights that
      have become null and void pursuant to the provisions of Section 7(e)
      hereof) for shares of Common Stock at an exchange ratio of one share of Common
      Stock per Right, appropriately adjusted to reflect any stock split, stock
      dividend or similar transaction occurring after the date hereof (such exchange
      ratio being hereinafter referred to as the “Exchange Ratio”).
      Notwithstanding the foregoing, the Board of Directors of the Company shall
      not
      be empowered to effect such exchange at any time after any Person (other than
      the Company, any Subsidiary of the Company, any employee benefit plan of the
      Company or any such Subsidiary, or any Person holding shares of Common Stock
      for
      or pursuant to the terms of any such plan), together with all Affiliates and
      Associates of such Person, becomes the Beneficial Owner of 50% or more of the
      shares of Common Stock then outstanding.

     

    (b)  Immediately
      upon the action of the Board of Directors of the Company ordering the exchange
      of any Rights pursuant to subsection (a) of this Section 24 and without
      any further action and without any notice, the right to exercise such Rights
      shall terminate and the only right thereafter of a holder of such Rights shall
      be to receive that number of shares of Common Stock equal to the number of
      such
      Rights held by such holder multiplied by the Exchange Ratio.  The
      Company shall promptly give public notice of such exchange (with prompt written
      notice thereof to the Rights Agent); provided, however, that the
      failure to give, or any defect in, such notice shall not affect the legality
      or
      validity of such exchange. The Company promptly shall mail a notice of any
      such
      exchange to all of the holders of such Rights at their last addresses as they
      appear upon the registry books of the Rights Agent.  Any notice that
      is mailed in the manner herein provided shall be deemed given, whether or not
      the holder receives the notice. Each such notice of exchange will state the
      method by which the exchange of the shares of Common Stock for Rights will
      be
      effected and, in the event of any partial exchange, the number of Rights which
      will be exchanged. Any partial exchange shall be effected pro rata based on
      the
      number of Rights (other than Rights that have become null and void pursuant
      to
      the provisions of Section 7(e) hereof) held by each holder of
      Rights.

     

    (c)  In
      the
      event that there shall not be sufficient shares of Common Stock issued but
      not
      outstanding or authorized but unissued to permit any exchange of Rights as
      contemplated in accordance with this Section 24, the Company, should the
      Board of Directors of the Company order any such exchange, shall take all such
      action as may be necessary to authorize additional shares of Common Stock for
      issuance upon exchange of the Rights.  In the event the Company


     

     

    
      
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      shall,
        after good faith effort, be unable to take all such action as may be necessary
        to authorize such additional shares of Common Stock, the Company shall
        substitute, for each share of Common Stock that would otherwise be issuable
        upon
        exchange of a Right, a number of shares of Preferred Stock or fraction thereof
        such that the current per share market price of one share of Preferred Stock
        multiplied by such number or fraction is equal to the current per share market
        price of one share of Common Stock as of the date of issuance of such shares
        of
        Preferred Stock or fraction thereof.

    

     

    (d)  The
      Company shall not be required to issue fractions of shares of Common Stock
      or to
      distribute certificates that evidence fractional shares of Common Stock. In
      lieu
      of such fractional shares of Common Stock, the Company shall pay to the holders
      of the Right Certificates with regard to which such fractional shares of Common
      Stock would otherwise be issuable, an amount in cash equal to the same fraction
      of the current market value of a whole share of Common Stock. For the purposes
      of this subsection (d), the current market value of a whole share of Common
      Stock shall be the closing price of one (1) share of Common Stock (as determined
      pursuant to the second sentence of Section 11(d)(i) hereof) for the
      Trading Day immediately prior to the date of exchange pursuant to this
Section 24.

     

    Section
      25.  Notice
      of Certain Events.

     

    (a)  In
      case
      the Company shall propose, at any time after the Distribution Date, (i) to
      pay
      any dividend payable in stock of any class to the holders of Preferred Stock
      or
      to make any other distribution to the holders of Preferred Stock (other than
      a
      regular quarterly cash dividends out of earnings or retained earnings of the
      Company), or (ii) to offer to the holders of Preferred Stock rights or warrants
      to subscribe for or to purchase any additional shares of Preferred Stock or
      shares of stock of any class or any other securities, rights or options, or
      (iii) to effect any reclassification of its Preferred Stock (other than a
      reclassification involving only the subdivision of outstanding shares of
      Preferred Stock), or (iv) to effect any consolidation or merger into or with
      any
      other Person (other than a Subsidiary of the Company in a transaction which
      complies with Section 11(o) hereof), 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 transaction or a series of related transactions, of
      more
      than 50% of the assets or earning power of the Company and its Subsidiaries
      (taken as a whole) to any other Person or Persons (other than the Company and/or
      any of its Subsidiaries in one or more transactions each of which complies
      with
Section 11(o) hereof), or (v) to effect the liquidation, dissolution or
      winding up of the Company, then, in each such case, the Company shall give
      to
      each holder of a Rights Certificate, to the extent feasible and in accordance
      with Section 26 hereof, a notice of such proposed action, which shall
      specify the record date for the purposes of such stock dividend, distribution
      of
      rights or warrants, or the date on which such reclassification, consolidation,
      merger, sale, transfer, liquidation, dissolution, or winding up is to take
      place
      and the date of participation therein by the holders of the shares of Preferred
      Stock, if any such date is to be fixed, and such notice shall be so given in
      the
      case of any action covered by clause (i) or (ii) above at least twenty (20)
      days
      prior to the record date for determining holders of the shares of Preferred
      Stock for purposes of such action, and in the case of any such other action,
      at
      least twenty (20) days prior to the date of the taking of such proposed action
      or the date of participation therein by the holders of the shares of Preferred
      Stock whichever shall be the earlier.

     

    
      
        31

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Cameron
      International Corporation

    1333
      West
      Loop South, Suite 1700

    Houston,
      Texas  77027

    Attention:  Corporate
      Secretary

     

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

     

    Computershare
      Trust Company, N.A.

    525
      Washington Boulevard, Suite 4660

    Jersey
      City, New Jersey  07310

    Attention: 
      Client Services

    


    Notices
      or demands authorized by this Agreement to be given or made by the Company
      or
      the Rights Agent to the holder of any Rights Certificate (or, if prior to the
      Distribution Date, to the holder of certificates representing shares of Common
      Stock) shall be sufficiently given or made if sent by first-class mail, postage
      prepaid, addressed to such holder at the address of such holder as shown on
      the
      registry books of the Company.

     

    Section
      27.  Supplements
      and Amendments.  The Company may from time to time, and the Rights
      Agent shall, if the Company so directs, supplement or amend this Agreement
      without the approval of any holders of Right Certificates in order to cure
      any
      ambiguity, to correct or supplement any provision contained herein which may
      be
      defective or inconsistent with any other provisions herein, or to make any
      other
      provisions with respect to the Rights which the Company may deem necessary
      or
      desirable, any such supplement or amendment to be evidenced by a writing signed
      by the Company and the Rights Agent; provided, however, that, from
      and after such time as any Person becomes an Acquiring Person, this Agreement
      shall not be amended in any manner which would adversely affect the interests
      of
      the holders of Rights (other than an Acquiring Person or an Affiliate or
      Associate of an Acquiring Person).  Notwithstanding the foregoing, the
      Rights Agent shall not be required to supplement or amend this Agreement in
      a
      manner that adversely affects its rights or obligations under this
      Agreement.  Notwithstanding anything in this Agreement to the
      contrary, the limitations on the ability of the Board of Directors of the
      Company to amend this Agreement set forth in this Section 27 shall not
      

     

    
      
        32

      

      
        
        

        
          

        

      

      
        
        

      

       

      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 of
        the
        Company determines in its sole discretion to be appropriate.

    

     

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

     

    Section
      29.  Determinations
      and Actions by the Board of Directors, etc.  For all purposes of
      this Agreement, any calculation of the number of shares of Common Stock
      outstanding at any particular time, including for purposes of determining the
      particular percentage of such outstanding shares of Common Stock of which any
      Person is the Beneficial Owner, shall be made in accordance with the last
      sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under
      the
      Exchange Act.  The Board of Directors of the Company (with, where
      specifically provided for herein, the concurrence of the Continuing Directors)
      shall have the exclusive power and authority to administer this Agreement and
      to
      exercise all rights and powers specifically granted to the Board (with, where
      specifically provided for herein, the concurrence of the Continuing Directors)
      or to the Company, or as may be necessary or advisable in the administration
      of
      this Agreement, including, without limitation, the right and power to (i)
      interpret the provisions of this Agreement (including, without limitation,
      Section 27, this Section 29 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 as to whether particular Rights shall have become
      null and void and any determination to redeem or not redeem the Rights or to
      amend the Agreement).  All such actions, calculations, interpretations
      and determinations (including, for purposes of clause (y) below, all omissions
      with respect to the foregoing) which are done or made by the Board (with, where
      specifically provided for herein, the concurrence of the Continuing Directors)
      in good faith, shall (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 or the Continuing Directors to any liability to the holders
      of
      the Rights.

     

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

     

    Section
      31.  Severability.  If
      any term, provision, covenant or restriction of this Agreement is held by a
      court of competent jurisdiction or other authority to be 

     

     

    
      
        33

      

      
        
        

        
          

        

      

      
        
        

      

       

      invalid,
        void or unenforceable, the remainder of the terms, provisions, covenants
        and
        restrictions of this Agreement shall remain in full force and effect and
        shall
        in no way be affected, impaired or invalidated; provided, however,
        that notwithstanding anything in this Agreement to the contrary, if any such
        term, provision, covenant or restriction is held by such court or authority
        to
        be invalid, void or unenforceable and the Board of Directors of the Company
        determines in its good faith judgment that severing the invalid language
        from
        this Agreement would adversely affect the purpose or effect of this Agreement,
        the right of redemption set forth in Section 23 hereof shall be
        reinstated and shall not expire until the Close of business on the tenth
        Business Day following the date of such determination by the Board of
        Directors.  Without limiting the foregoing, if any provision requiring
        a majority of the Board of Directors of the Company to be Continuing Directors
        to act is held by any court of competent jurisdiction or other authority
        to be
        invalid, void or unenforceable, such determination shall then be made by
        the
        Board of Directors of the Company in accordance with applicable law and the
        Company’s Amended and Restated Certificate of Incorporation and
        By-Laws.

    

     

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

     

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

     

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

     

    Section
      35.  Force
      Majeure.  Notwithstanding anything to the contrary contained
      herein, neither the Company nor the Rights Agent shall be liable for any delay
      or failure in performance resulting directly from any act or event beyond its
      reasonable control and without the fault or gross negligence of the delayed
      or
      non-performing party that causes a sudden, substantial or widespread disruption
      in business activities, including, without limitation, acts of God, terrorist
      acts, breakdowns or malfunctions, interruptions or malfunction of computer
      facilities, or loss of data due to power failures or mechanical difficulties
      with information storage or retrieval systems, labor difficulties, war, or
      civil
      unrest (each, a “Force Majeure Condition”); provided that such
      delayed or non-performing party shall use reasonable commercial efforts to
      resume performance as soon as practicable. If any Force Majeure Condition
      occurs, the party delayed or unable to perform shall give prompt written notice
      to the other party, stating the nature of the Force Majeure Condition and any
      action being taken to avoid or minimize its effect.

     

    [Remainder
      of Page Intentionally Left Blank]

     


    
      
        34

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    


    
      	
               

            	 	
               

            
	 	 	ATTEST:	 	CAMERON
              INTERNATIONAL CORPORATION
	 	 	 	 	 
	 	 	 	 	 
	 	
               By:

            	 /s/
              Grace B. Holmes	
               By:

            	
               /s/
                William C.
                Lemmer                                                                 

            
	 	 	
              Name: 
                Grace B. Holmes

            	 	
              Name: 
                William C. Lemmer

            
	 	 	Title:   
              Assistant Secretary	 	Title:    
              Senior Vice President, General Counsel & Secretary
	 	 	 	 	 
	 	 	
               

            	 	 
	 	 	ATTEST:	 	COMPUTERSHARE
              TRUST COMPANY, N.A.
	 	 	 	 	 
	 	 	 	 	 
	
               

            	
               By:

            	
               /s/
                John Piskadlo                                                      

            	
               By:

            	 /s/
              Thomas A. Ferrari
	 	 	
              Name: 
                John Piskadlo

            	 	 Name: 
              Thomas A. Ferrari
	 	 	Title:   
              Senior Account Manager	 	 Title:    
              Senior Manager
	 	 	 	 	 


    

    


      
        
          [Signature
            Page to Rights Agreement]

        

        
          
          

          
            

          

        

        
          
          

        

      



    
      Exhibit
        A

       

      


       

      Form
        of Certificate of Designations of

       

      Series
        B Junior Participating Preferred Stock

       


      
        
          A-1

        

        
          
          

          
            

          

        

        
          
          

        

      

Exhibit A

    

 

    CERTIFICATE
      OF DESIGNATIONS, PREFERENCES AND RIGHTS

     

    OF

     

    SERIES
      B JUNIOR PARTICIPATING PREFERRED STOCK

     

    of

     

    CAMERON
      INTERNATIONAL CORPORATION

     

    Pursuant
      to Section 151 of the

     

    General
      Corporation Law of the State of Delaware

     

    Cameron
      International Corporation, a Delaware corporation (the
      "Corporation"), certifies that pursuant to the
      authority contained in Article Fourth of its Amended and Restated Certificate
      of
      Incorporation, and in accordance with the provisions of Section 151 of the
      General Corporation Law of the State of Delaware, its Board of Directors of
      the
      Corporation (the “Board”) has adopted the following
      resolution creating a series of preferred stock, $0.01 par value
      (“Preferred Stock”), designated as Series B Junior
      Participating Preferred Stock:

     

    FURTHER
      RESOLVED, That a series of Preferred Stock of the Company be, and it hereby
      is,
      created, and that the designation and amount thereof, and the voting powers,
      preferences, limitations, restrictions, relative rights and distinguishing
      designations of such series (in addition to the provisions that are set forth
      in
      the Amended and Restated Certificate of Incorporation of the Company, which
      are
      to be applicable to Preferred Stock of all classes and series) shall be as
      set
      forth on the Certificate of Designations, Preferences and Rights of Series
      B
      Junior Participating Preferred Stock (the “Certificate of
      Designations”) as follows:

     

    Section
      1.  Designation
      and Amount.  Preferred Stock of the Corporation created and
      authorized hereby shall be designated as “Series B Junior Participating
      Preferred Stock, par value $0.01 per share” (the “Series B Junior Preferred
      Stock”), and the number of shares constituting such series shall be three
      million (3,000,000).

     

    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 B Junior
      Preferred Stock with respect to dividends, the holders of shares of Series
      B
      Junior Preferred Stock in preference to the holders of Common Stock and or
      any
      other junior stock, shall be entitled to receive, when, as and if declared
      by
      the Board of Directors out of funds legally available therefore, dividends
      payable quarterly on the first day of January, April, July and October (each
      such date being referred to herein as a “Quarterly Dividend Payment
      Date”), commencing on the first Quarterly Dividend Payment Date
      after the first issuance of a share or fraction of a share of Series B Junior
      Preferred Stock, in an amount per share (rounded to the nearest cent) equal
      to
      the greater of (x) $2.00 or (y) subject to the provision for adjustment
      hereinafter set forth, 100 times the aggregate per share amount of all cash
      dividends, and 100 times the aggregate per share amount (payable in kind) of
      all
      non-cash dividends or other distributions other than a dividend payable in
      shares of Common Stock or a subdivision of the outstanding shares of Common
      Stock (by reclassification or otherwise), declared on the Common Stock since
      the


     

    
      
        A-2

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 B Junior Preferred Stock. In the event the
      Corporation shall at any time after the record date for the initial distribution
      of the Corporation’s Preferred Stock Purchase Rights pursuant to the Rights
      Agreement, dated as of October 1, 2007, between the Corporation and
      Computershare Trust Company, N.A., as Rights Agent (the “Rights
      Declaration Date”), (1) declare any dividend on Common Stock
      payable in shares of Common Stock, (2) subdivide the outstanding Common Stock,
      or (3) combine the outstanding Common Stock into a smaller number of shares,
      then in each such case the amount to which holders of shares of Series B Junior
      Preferred Stock were entitled immediately prior to such event under clause
      (y)
      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 B Junior
      Preferred Stock as provided in Section 2(a) 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 $2.00 per share on the Series
      B
      Junior 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 B Junior
      Preferred Stock from the Quarterly Dividend Payment Date next preceding the
      date
      of issue of such shares of Series B Junior Preferred Stock, unless the date
      of
      issue of such shares is prior to the record date for the first Quarterly
      Dividend Payment Date, in which case dividends on such shares shall begin to
      accrue from the date of issue of such shares, or unless the date of issue is
      a
      Quarterly Dividend Payment Date or is a date after the record date for the
      determination of holders of shares of Series B Junior 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 B Junior 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 B Junior Preferred Stock entitled to receive payment of a dividend or
      distribution declared thereon, which record date shall be no more than thirty
      (30) days prior to the date fixed for the payment thereof.

     

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

     

    (a)  Subject
      to the provision for adjustment hereinafter set forth, each share of Series
      B
      Junior 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 (x) declare
      any dividend on Common Stock payable 

     

    
      
        A-3

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    in
      shares
      of Common Stock, (y) subdivide the outstanding Common Stock, or (z) 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 B Junior
      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 at Common Stack outstanding immediately after such event and the
      denominator or which is the number of shares of Common Stock that were
      outstanding immediately prior to such event.

     

    (b)  Except
      as
      otherwise provided in this Certificate of Designations or under applicable
      law,
      the holders of shares of Series B Junior 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 shares of Series B Junior Preferred Stock shall be
      in
      arrears in an amount equal to six quarterly dividends thereon, the occurrence
      of
      such contingency shall mark the beginning of a period (a “default
      period”) that 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 B Junior Preferred Stock
      then
      outstanding shall have been declared and paid or set apart for payment. During
      each default period, all holders of the outstanding shares of Series B Junior
      Preferred Stock together with any other series of Preferred Stock then entitled
      to such a vote under the terms of the Certificate of Incorporation, voting
      as a
      separate class, shall be entitled to elect two members of the Board at Directors
      of the Corporation.

     

    (ii)  During
      any default period, such voting right of the holders of Preferred Stock may
      be
      exercised initially at a special meeting called pursuant to Section
      3(c)(iii) or at any annual meeting of stockholders, and
      thereafter at annual meetings of stockholders.  The absence of a
      quorum of the holders of Common Stock shall not affect the exercise by the
      holders of Preferred Stock of such voting right.  At any meeting at
      which the holders of Preferred Stock shall exercise such voting right initially
      during an existing default period, they shall have the right, voting as a
      separate class, to elect Directors to fill such vacancies, if any, in the Board
      of Directors as may then exist up to two Directors, or if such right is
      exercised at an annual meeting, to elect two Directors.  If the number
      that may be so elected at any special meeting does not amount to the required
      number, the holders of the 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 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 Preferred Stock as
      herein provided or pursuant to the rights of any equity securities ranking
      senior to or pari passu with the Series B Junior Preferred Stock.

     

    (iii)  Unless
      the holders of 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 Preferred Stock outstanding,
      irrespective of series, may request the Chairman or the President call a special
      meeting of the holders of Preferred Stock, which meeting shall thereupon be
      called by such person.  Notice of such meeting and of any


     

    
      
        A-4

      

      
        
        

        
          

        

      

      
        
        

      

       

      annual
        meeting at which holders of Preferred Stock are entitled to vote pursuant
        to
        this Section 3(c)(iii) shall be given to each holder of
        record of 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 no earlier than ten (10) days and not
        later
        than sixty (60) days after such order or request.  In the event such
        meeting is not called within sixty (60) days after such order or request,
        such
        meeting may be called on a similar notice by any stockholder or stockholders
        owning in the aggregate not less than ten percent (10%) of the total number
        of
        shares of Preferred Stock outstanding.  Notwithstanding the provisions
        of this Section 3(c)(iii), no such special meeting shall be
        called during the period within sixty (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 Preferred Stock shall have exercised
      their right to elect two Directors voting as a separate class, after the
      exercise of which right (1) the Directors so elected by the holders of 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 (2) any vacancy
      in the Board of Directors may (except as provided in Section
      3(c)(ii)) be filled by vote of a majority of the remaining
      Directors theretofore elected by the class which elected the Director whose
      office shall have become vacant.  References in this Section
      3(c)(iv) to Directors elected by a particular class shall
      include Directors elected by such Directors to fill vacancies as provided in
      clause (2) of the foregoing sentence.

     

    (d)  Immediately
      upon the expiration of a default period, (x) the right of the holders of
      Preferred Stock, as a separate class, to elect Directors shall cease, (y) the
      term of any Directors elected by the holders of Preferred Stock, as a separate
      class, shall terminate, and (z) the number of directors shall be such number
      as
      may be provided for in, or pursuant to, the Certificate of Incorporation or
      the
      Bylaws irrespective of any increase made pursuant to the provisions of
Section 3(c)(ii) (such number being subject, however, to change
      thereafter in any manner provided by law or in the Certificate of Incorporation
      or the Bylaws).  Any vacancies in the Board of Directors created as a
      result of the provisions of clauses (y) and (z) in the preceding sentence may
      be
      filled by a majority of the remaining Directors, even though less than a
      quorum.

     

    (e)  Except
      as
      otherwise provided in this Certificate of Designations or the Certificate of
      Incorporation, holders of Series B Junior Preferred Stock shall have no special
      voting rights and their consent shall not be required (except to the extent
      they
      are entitled to vote with holders of Common Stock as set forth herein) for
      taking any corporate action.

     

    Section
      4.  Certain
      Restrictions.

     

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

     

    (w)
      declare or pay or set apart for payment any dividends or make any other
      distributions on, or redeem or purchase or otherwise acquire, directly or
      indirectly, for 

     

     

    
      
        A-5

      

      
        
        

        
          

        

      

      
        
        

      

       

      consideration
        any shares of any class of stock of the Corporation ranking junior (either
        as to
        dividends or upon liquidation, dissolution or winding up) to the Series B
        Junior
        Preferred Stock;

    

     

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

     

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

     

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

     

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

     

    Section
      5.  Reacquired
      Shares.  Any shares of Series B Junior Preferred Stock
      purchased or otherwise acquired by the Corporation in any manner whatsoever
      shall be retired and cancelled promptly after the acquisition
      thereof.  All such shares shall upon their cancellation become
      authorized but unissued shares of Preferred Stock and may be reissued as part
      of
      a new series of Preferred Stock to be created by resolution or resolutions
      of
      the Board of Directors, subject to the conditions and restrictions on issuance
      set forth in the Certificate of Incorporation.

     

    Section
      6.  Liquidation,
      Dissolution or Winding Up.

     

    (a)  Upon
      any
      voluntary or involuntary liquidation, dissolution or winding up of the
      Corporation, no distribution shall be made to the holders of shares of stock
      ranking junior (either as to dividends or upon liquidation, dissolution or
      winding up) to the Series B Junior Preferred Stock unless, prior thereto, the
      holders of shares of Series B Junior Preferred Stock shall have received $100.00
      per share, plus an amount equal to accrued and unpaid dividends and


     

     

    
      
        A-6

      

      
        
        

        
          

        

      

      
        
        

      

       

      distributions
        thereon, whether or not declared, to the date of such payment (the
“Series B Liquidation
        Preference”).  Following the payment of the full amount
        of the Series B Liquidation Preference, no additional distributions shall
        be
        made to the holders of shares of Series B Junior 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 (x) the Series B Liquidation Preference by (y) 100 (as
        appropriately adjusted as set forth in Section 6(c) to reflect such
        events as stock splits, stock dividends and recapitalizations with respect
        to
        the Common Stock) (such number in clause (y) being hereinafter referred to
        as
        the “Adjustment Number”). Following the payment of the
        full amount of the Series B Liquidation Preference and the Common Adjustment
        in
        respect of all outstanding shares of Series B Junior Preferred Stock and
        Common
        Stock, respectively, holders of Series B Junior 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 Series B Junior Preferred Stock and Common Stock,
        on a
        per share basis, respectively.

    

     

    (b)  In
      the
      event, however, that there are not sufficient assets available to permit payment
      in full of the Series B Liquidation Preference and the liquidation preferences
      of all other series of Preferred Stock, if any, which rank on a parity with
      the
      Series B Junior Preferred Stock, then such remaining assets shall be distributed
      ratably to the holders of all such 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 (x)
      declare any dividend on Common Stock payable in shares of Common Stock, (y)
      subdivide the outstanding Common Stock, or (z) 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
      7.  Consolidation,
      Merger,
      Share Exchange, Etc.  In case the Corporation shall enter
      into any consolidation, merger, share exchange, 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 B Junior 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 (x) declare any dividend on Common Stock payable in
      shares of Common Stock, (y) subdivide the outstanding Common Stock, or (z)
      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 B Junior Preferred Stock shall be
      adjusted by multiplying such amount by a fraction, the numerator of which is
      the
      number of shares of Common Stock 

     

    
      
        A-7

      

      
        
        

        
          

        

      

      
        
        

      

       

      outstanding
        immediately after such event and the denominator of which is the number of
        shares of Common Stock that were outstanding immediately prior to such
        event.

    

     

    Section
      8.  No
      Redemption.  The shares of Series B Junior Preferred Stock
      shall not be redeemable.

     

    Section
      9.  Ranking.  The
      Series B Junior 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, unless the terms of any such series shall provide
      otherwise.

     

    Section
      10.  Amendment.  This
      Certificate of Designations shall not be amended in any manner which would
      materially alter or change the powers, preferences or special rights of the
      Series B Junior Preferred Stock so as to affect them adversely without the
      affirmative vote of the holders of two-thirds or more of the outstanding shares
      of Series B Junior Preferred Stock, voting together as a single voting
      group.

     

    Section
      11.  Fractional
      Shares.  Series B Junior 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 B Junior Preferred Stock.

     

    [Signature
      Page Follows]

    


    
      
        
          A-8

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Corporation has caused this Certificate of Designations
      to
      be duly executed on behalf of the Corporation by its duly authorized officer
      this 2nd day of October, 2007.

     

     

     

    
      	 	 	 CAMERON
              INTERNATIONAL CORPORATION
	 	 	 
	 	
               By:

            	 
              /s/ William C. Lemmer
	 	
            	 Name:
              William
              C. Lemmer
	 	
            	 Title:   
              Senior Vice President, General Counsel &
Secretary


    

    


    

      
        
          A-9

        

        
          
          

          
            

          

        

        
          
          

        

      



    Exhibit
      B

     

    


     

    [Form
      of Rights Certificate]

     

    Certificate
      No. R- ________ Rights

     

    NOT
      EXERCISABLE AFTER OCTOBER 31, 2017 OR EARLIER IF REDEEMED BY THE
      COMPANY.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
      COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS
      AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY
      AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY
      SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.  [THE
      RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED
      BY
      A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE
      OF
      AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
      AGREEMENT).  ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS
      REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED
      IN
      SECTION 7(e) OF SUCH AGREEMENT.]1

    


    


    Rights
      Certificate

    


    CAMERON
      INTERNATIONAL 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 October 1, 2007
      (the “Rights Agreement”), between Cameron International Corporation, a
      Delaware corporation (the “Company”), and Computershare Trust Company,
      N.A., a federally chartered trust company (the “Rights Agent”), to
      purchase from the Company at any time prior to 5:00 P.M. (Houston, Texas time)
      on October 31, 2017 at the office or offices of the Rights Agent designated
      for
      such purpose, or its successors as Rights Agent, one one-hundredth of a fully
      paid, nonassessable share of Series B Junior Participating Preferred Stock
      (the
“Preferred Stock”) of the Company, at a purchase price of $400 per one
      one-hundredth of a share (the “Purchase Price”), upon presentation and
      surrender of this Rights Certificate with the Form of Election to Purchase
      and
      related Certificate duly executed.  The Purchase Price shall be paid,
      at the election of the holder, in cash or shares of Common Stock of the Company
      having an equivalent value.  The number of Rights evidenced by this
      Rights Certificate (and the number of shares which may be purchased upon
      exercise thereof) set forth above, and the Purchase Price per share set forth
      above, are the number and Purchase Price as of October 31, 2007, based on the
      Preferred Stock as constituted at such date.

     

    


      1
        The portion of the
        legend in brackets shall be inserted only if applicable and shall replace
        the
        preceding sentence.


      
        
          B-1

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Upon
      the
      occurrence of a Section 11(a)(ii) Event (as such term is defined in the Rights
      Agreement), if the Rights evidenced by this Rights Certificate are beneficially
      owned by (i) an Acquiring Person or an Affiliate or Associate of any such
      Acquiring Person (as such terms are defined in the Rights Agreement), (ii)
      a
      transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under
      certain circumstances specified in the Rights Agreement, a transferee of a
      person who, after such transfer, became an Acquiring Person, or an Affiliate
      or
      Associate of an Acquiring Person, such Rights shall become null and void and
      no
      holder hereof shall have any right with respect to such Rights from and after
      the occurrence of such Section 11(a)(ii) Event.

     

    As
      provided in the Rights Agreement, the Purchase Price and the number and kind
      of
      shares of Preferred Stock or other securities, which may be purchased upon
      the
      exercise of the Rights evidenced by this Rights Certificate, are subject to
      modification and adjustment upon the happening of certain events, including
      Triggering Events.

     

    This
      Rights Certificate is subject to all of the terms, provisions and conditions
      of
      the Rights Agreement, which terms, provisions and conditions are hereby
      incorporated herein by reference and made a part hereof and to which Rights
      Agreement reference is hereby made for a full description of the rights,
      limitations of rights, obligations, duties and immunities hereunder of the
      Rights Agent, the Company and the holders of the Rights Certificates, which
      limitations of rights include the temporary suspension of the exercisability
      of
      such Rights under the specific circumstances set forth in the Rights
      Agreement.  Copies of the Rights Agreement are on file at the
      above-mentioned office of the Rights Agent and are also available upon written
      request to the Rights Agent.

     

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

     

    Subject
      to the provisions of the Rights Agreement, the Rights evidenced by this
      Certificate may be redeemed by the Company at its option at a redemption price
      of $.01 per Right at any time prior to the earlier of the close of business
      on
      (i) the tenth business day following the Stock Acquisition Date (as such time
      period may be extended pursuant to the Rights Agreement), and (ii) the Final
      Expiration Date.  After the expiration of the redemption period but
      prior to any Triggering Event, the Company’s right of redemption may be
      reinstated if an Acquiring Person reduces his beneficial ownership to 10% or
      less of the outstanding shares of Common Stock in a transaction or series of
      transactions not involving the Company.

     

    The
      Company is not required to issue fractional shares of Preferred Stock upon
      the
      exercise of any Right or Rights evidenced hereby (other than fractions which
      are
      integral multiples of one one-hundredth of a share of Preferred Stock, which
      may, at the election of the Company, be evidenced by depositary receipts),
      but
      in lieu thereof a cash payment may be made, as provided in the Rights
      Agreement.

     

    
      
        B-2

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    No
      holder
      of this Rights Certificate shall be entitled to vote or receive dividends or
      be
      deemed for any purpose the holder of shares of Preferred Stock or of any other
      securities of the Company which may at any time be issuable on the exercise
      hereof, nor shall anything contained in the Rights Agreement or herein be
      construed to confer upon the holder hereof, as such, any of the rights of a
      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 Rights Certificate shall have been
      exercised as provided in the Rights Agreement.

     

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

     

    WITNESS
      the facsimile signature of the proper officers of the Company and its corporate
      seal.

     

    Dated
      as
      of:   ______________, ______

    


    


    
      	 	
              ATTEST:

            	 	
              CAMERON
                INTERNATIONAL CORPORATION

            
	 	 	 	 
	 	 	 	 
	 	 	
               By:

            	
                                                                               

            
	 	
              Secretary

            	 	
              Title:

            
	 	 	 	 
	 	 	 	 
	 	
              Countersigned:

            	 	 
	 	 	 	 
	 	
              COMPUTERSHARE
                TRUST COMPANY, N.A.

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
               By:

            	
                                                                              

            	 	 
	 	
              Authorized
                Signature

            	 	 


    

    


    

      

    

     

      1
        The portion of the
        legend in brackets shall be inserted only if applicable and shall replace
        the
        preceding sentence.

    


    
      
        B-3

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Form
      of
      Reverse Side of Rights Certificate]

     

    


    FORM
      OF ASSIGNMENT

     

    


     

    (To
      be
      executed by the registered holder if such

     

    holder
      desires to transfer the Rights Certificate.)

     

    


    
      	 For
              Value Received______________________________ hereby sells assigns and
              transfers unto 	___________________________________________________________________ 
	 	
               (Please
                print name and address of
                transferee)

            


    

     

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

    


    Date:  ________________,
      ________

     

     

    
      	 	 	 
	 	 Signature	 


    

     

    Signature
      Guaranteed:

    


    Certificate

    


     

    The
      undersigned hereby certifies by checking the appropriate boxes
      that:

    


    (1)           this
      Rights Certificate [   ] is [   ] is not being
      sold, assigned and transferred by or on behalf of a Person who is or was an
      Acquiring Person or an Affiliate or Associate of any such Acquiring Person
      (as
      such terms are defined pursuant to the Rights Agreement); and

    


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

    


    Dated:  ________________,
      ________                                                                                                                                          

     

    
      
        	 	 	 
	 	 Signature	 


      

    

     

    Signature
      Guaranteed:

    NOTICE

    


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


    
      
        B-4

      

      
        
        

        
          

        

      

      
        
        

      

    


    FORM
      OF ELECTION TO PURCHASE

     

    (To
      be
      executed if holder desires to

     

    exercise
      Rights represented by the

     

    Rights
      Certificate.)

     

    


    To:  CAMERON
      INTERNATIONAL CORPORATION

    


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

    


    Please
      insert social security

    or
      other
      identifying
      number:     ______________________                                                                                           

    


    


    
      
        	 	 	 
	 	
                 (Please
                  print name and address)

              	 


      

    

    


     

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

    


    Please
      insert social security

    or
      other
      identifying
      number:________________________                                                                                                

    
      


      
        
          	 	 	 
	 	
                   (Please
                    print name and address)

                	 


Dated:  ________________,
          ________

      

    

    


    
      	 	 	 
	 	
              Signature

            	 


    

     

    Signature
      Guaranteed:


    
      
        B-5

      

      
        
        

        
          

        

      

      
        
        

      

    


    Certificate

    


    The
      undersigned hereby certifies by checking the appropriate boxes
      that:

    


    (1)           the
      Rights evidenced by this Rights 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 Acquiring Person (as such terms
      are defined pursuant to the Rights Agreement); and

    


    (2)           after
      due inquiry and to the best knowledge of the undersigned, it
      [   ] did [   ] did not acquire the Rights
      evidenced by this Rights 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

    


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

    



    
      
        B-6

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      C

     

    


     

    Form
      of Summary of Rights

     

    On
      October 1, 2007, subject to entering into the Rights Agreement, as defined
      below, the Board of Directors of Cameron International Corporation (the
“Company”) declared a dividend distribution of one preferred share
      purchase right (a “Right”) for each outstanding share of common stock,
      par value $0.01 per share (the “Common Stock”) of the Company. The
      dividend was payable on October 31, 2007 (the “Record Date”) to
      stockholders of record at that date.  Each Right entitles the
      registered holder to purchase from the Company one one-hundredth of a share
      of
      Series B Junior Participating Preferred Stock, par value $0.01 per share (the
      “Preferred Stock”), at an exercise price of $400.00 (the “Purchase
      Price”) per one one-hundredth of a share of Preferred Stock, subject to
      adjustment. The description and terms of the Rights are set forth in a Rights
      Agreement (the “Rights Agreement”) between the Company and Computershare
      Trust Company, N.A., as Rights Agent.

     

    Initially,
      the Rights will be evidenced by the Common Stock certificates representing
      shares then outstanding, and no separate Rights Certificates will be
      distributed. The Rights will separate from the Common Stock and a “Distribution
      Date” will occur at the close of business on the earliest of (i) the tenth
      business day following a public announcement that a person or group of
      affiliated or associated persons (an “Acquiring Person”) has acquired, or
      obtained the right to acquire, beneficial ownership of 20% or more of the
      outstanding shares of Common Stock (unless the person becomes the owner of
      20%
      solely by reason of share purchases by the Company) (the “Stock Acquisition
      Date”) or (ii) the tenth business day (or such later date as the Board of
      Directors of the Company shall determine) following the commencement of a tender
      offer or exchange offer that would result in a person or group beneficially
      owning 20% or more of the outstanding shares of Common Stock.

     

    Until
      the
      Distribution Date, (i) the Rights will be evidenced by the Common Stock
      certificates and will be transferred with and only with such Common Stock
      certificates, (ii) new Common Stock certificates issued (whether upon transfer
      or new issuance) after the Record Date will contain a notation incorporating
      the
      Rights Agreement by reference and (iii) the surrender for transfer of any
      certificate of Common Stock outstanding will also constitute the transfer of
      the
      Rights associated with the Common Stock represented by such
      certificate.

     

    The
      Rights are not exercisable until the Distribution Date and will expire at the
      close of business on October 31, 2017 (the “Final Expiration Date”),
      unless earlier redeemed by the Company as described below.

     

    As
      soon
      as practicable after the Distribution Date, Rights Certificates will be mailed
      to holders of record of the Common Stock as of the close of business on the
      Distribution Date and, thereafter, the separate Rights Certificates alone will
      represent the Rights.

    

      In
        the
        event that

       

      
        	
                ·  

              	
                any
                  Acquiring Person shall merge into or otherwise combine with the
                  Company
                  and the Company is the continuing or surviving corporation of such
                  merger
                  or 

              


      

       

    

    
      
        C-1

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
                

            	
              combination
                and the Common Stock of the Company shall remain outstanding and
                unchanged, or

            


    

     

    
      	
              ·  

            	
              subject
                to certain exceptions, any individual or entity becomes  the
                owner of more than 20% of the shares of Common Stock then outstanding,
                or

            


    

     

    
      	
              ·  

            	
              during
                such time as there is an Acquiring Person there is also a reclassification
                or recapitalization of the Company or a transaction involving the
                Company
                or any of its subsidiaries, subject to certain exceptions, that has
                the
                effect 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 which is beneficially owned by any Acquiring
                Person,

            


    

     

    then
      each
      holder of a Right will thereafter have the right to receive, upon exercise,
      Common Stock (or, in certain circumstances, cash, property or other securities
      of the Company) having a value equal to two times the exercise price of the
      Right. However, Rights are not exercisable following the occurrence of any
      of
      the events set forth in this paragraph until such time as the Rights are no
      longer redeemable by the Company as set forth below. Notwithstanding any of
      the
      foregoing, following the occurrence of any of the events set forth in this
      paragraph, all Rights that are, or (under certain circumstances specified in
      the
      Rights Agreement) were, beneficially owned by any Acquiring Person will be
      null
      and void.

     

    For
      example, at an exercise price of $400.00 per Right, each Right not owned by
      an
      Acquiring Person (or by certain related parties and transferees) following
      any
      of the events set forth in the preceding paragraph would entitle its holder
      to
      purchase $800.00 worth of Common Stock (or other consideration, as noted above),
      determined pursuant to a formula set forth in the Rights Agreement, for
      $400.00.

     

    In
      the
      event that, at any time following the Stock Acquisition Date, (i) the Company
      is
      acquired in a merger or other business combination transaction in which the
      Company is not the surviving corporation, or in which the Company is the
      surviving corporation, but its Common Stock is changed or exchanged, or (ii)
      more than 50% of the Company’s assets, cash flow or earning power is sold or
      transferred, each holder of a Right (except Rights which previously have been
      voided as set forth above) shall thereafter have the right to receive, upon
      exercise, common stock of the acquiring company having a value equal to two
      times the exercise price of the Right.

     

    At
      any
      time after an Acquiring Person becomes such, the Board of Directors may cause
      the Company to exchange the Rights (other than Rights owned by the Acquiring
      Person, which will have become null and void), in whole or in part, at an
      exchange ratio of one share of Common Stock per Right (subject to adjustment).
      Notwithstanding the foregoing, no such exchange may be effected at any time
      after any Person (other than the Company and certain of its affiliates) becomes
      the beneficial owner of 50% or more of the outstanding Common
      Stock.

     

    The
      Purchase Price payable, and the number of shares of Preferred Stock or other
      securities or property issuable, upon exercise of the Rights are subject to
      adjustment from time to time to prevent dilution (i) in the event of a stock
      dividend on, or a subdivision, combination or reclassification of, the Preferred
      Stock, (ii) if holders of the Preferred Stock are granted certain 

     

    
      
        C-2

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    rights
      or
      warrants to subscribe for Preferred Stock or convertible securities at less
      than
      the current market price of the Preferred Stock, or (iii) upon the distribution
      to holders of the Preferred Stock of evidences of indebtedness or assets
      (excluding regular quarterly cash dividends) or of subscription rights or
      warrants (other than those referred to above).

     

    With
      certain exceptions, no adjustment in the Purchase Price will be required until
      cumulative adjustments amount to at least 1% of the Purchase Price. No
      fractional shares of Preferred Stock will be issued, except for integral
      multiples of one one-hundredth of a share, and, in lieu thereof, an adjustment
      in cash will be made based on the market price of the Preferred Stock on the
      last trading date prior to the date of exercise.

     

    At
      any
      time until the close of business on the tenth business day following the Stock
      Acquisition Date, the Company may redeem the Rights in whole, but not in part,
      at a price of $0.01 per Right (subject to adjustment).  Immediately
      upon the action of the Board of Directors ordering redemption of the Rights,
      the
      Rights will terminate and the only right of the holders of Rights will be to
      receive the $0.01 per Right (subject to adjustment) redemption
      price.

     

    Although
      the distribution of the Rights will not be taxable to stockholders or to the
      Company, stockholders may, depending upon the circumstances, recognize taxable
      income in the event that the Rights become exercisable for Preferred Stock
      or
      Common Stock (or other consideration) of the Company or for common stock of
      the
      acquiring company as set forth above or in the event that the Rights are
      redeemed.

     

    The
      terms
      of the Rights may be amended by the Company without the consent of the holders
      of the Rights, subject to certain limitations contained in the Rights
      Agreement.

     

    Until
      a
      Right is exercised, the holder thereof, as such, will have no rights as a
      stockholder of the Company, including the right to vote or to receive
      dividends.

     

    The
      Rights Agreement provides that by acceptance of a Right a holder thereof is
      bound by certain provisions of the Rights Agreement, including without
      limitation provisions limiting the liability of the Rights Agent in certain
      circumstances specified in the Rights Agreement.

     

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



    
      	
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