***Execution
      Version***




**RIGHTS
      AGREEMENT**




**by
      and between**




**PETROLEUM
      DEVELOPMENT CORPORATION**




**and**




**TRANSFER
      ONLINE, INC.,**




**as
      Rights Agent**




**Dated
      as of**




**September
      11, 2007**










**TABLE
      OF CONTENTS**




PageSection
                  1.
              Certain
                  Definitions.
              1Section
                  2.
              Appointment
                  of Rights Agent.
              6Section
                  3.
              Issue
                  of Rights Certificates.
              6Section
                  4.
              Form
                  of Rights Certificates.
              7Section
                  5.
              Countersignature
                  and Registration.
              8Section
                  6.
              Transfer,
                  Split-Up, Combination and Exchange of Rights Certificates; Mutilated,
                  Destroyed, Lost or Stolen Rights Certificates.
              9Section
                  7.
              Exercise
                  of Rights; Purchase Price; Expiration Date of Rights.
              9Section
                  8.
              Cancellation
                  and Destruction of Rights Certificates.
              11Section
                  9.
              Reservation
                  and Availability of Common Stock.
              11Section
                  10.
              Stock
                  Record Date.
              12Section
                  11.
              Adjustment
                  of Purchase Price, Number of Shares or Number of Rights.
              13Section
                  12.
              Certificate
                  of Adjusted Purchase Price or Number of Shares.
              21Section
                  13.
              Consolidation,
                  Merger or Sale or Transfer of Assets or Earning Power.
              21Section
                  14.
              Fractional
                  Rights and Fractional Shares.
              24Section
                  15.
              Rights
                  of Action.
              25Section
                  16.
              Agreement
                  of Rights Holders.
              25Section
                  17.
              Rights
                  Certificate Holder Not Deemed a Stockholder.
              26Section
                  18.
              Concerning
                  the Rights Agent.
              26Section
                  19.
              Merger
                  or Consolidation or Change of Name of Rights Agent.
              27Section
                  20.
              Duties
                  of Rights Agent.
              27Section
                  21.
              Change
                  of Rights Agent.
              29Section
                  22.
              Issuance
                  of New Rights Certificates.
              30Section
                  23.
              Redemption
                  and Termination.
              30Section
                  24.
              Exchange.
              31Section
                  25.
              Notice
                  of Certain Events.
              33Section
                  26.
              Notices.
              33Section
                  27.
              Supplements
                  and Amendments.
              34Section
                  28.
              Successors.
              35Section
                  29.
              Determinations
                  and Actions by the Board of Directors.
              35Section
                  30.
              Benefits
                  of this Agreement.
              35Section
                  31.
              Severability.
              35Section
                  32.
              Governing
                  Law.
              35Section
                  33.
              Counterparts.
              36Section
                  34.
              Descriptive
                  Headings.
              36EXHIBITSExhibit
                  A
              Form
                  of Rights CertificateExhibit
                  B
              Summary
                  of Stockholder Rights Plan


**RIGHTS
      AGREEMENT**




THIS
      RIGHTS AGREEMENT, dated as of September 11, 2007 (the “Agreement”), is by
      and between Petroleum Development Corporation, a Nevada corporation (the
“Company”), and Transfer Online, Inc., as Rights Agent (the “Rights
      Agent”).




**INTRODUCTION:**




Effective
      August 28, 2007 (the “Rights Dividend Declaration Date”), the board of
      directors of the Company authorized and declared a distribution of one Right
      (each, a “Right”) for each share of Common Stock (as hereinafter defined)
      of the Company outstanding as of the Close of Business (as hereinafter defined)
      on September 14, 2007 (the “Record Date”), each Right initially
      representing the right to purchase one whole share of Common Stock (as
      hereinafter defined) upon the terms and subject to the conditions set forth
      in
      this Agreement, 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 Redemption Date and the Final Expiration Date (as such terms are
      hereinafter defined).




**AGREEMENT:**




In
      consideration of the foregoing and the mutual agreements herein set forth,
      the
      parties hereto, intending to be legally bound, hereby agree as
      follows:




Section
      1.  Certain Definitions.




For
      purposes of this Agreement, the following terms have the meanings
      indicated:




“Acquiring
      Person” shall mean any Person (as such term is hereinafter defined)
      who, together with all Affiliates and Associates (as such terms are hereinafter
      defined) of such Person, shall be the Beneficial Owner (as such term is
      hereinafter defined) of 15% or more of the shares of Common Stock of the Company
      then outstanding, but shall not include the Company, any Subsidiary (as such
      term is hereinafter defined) of the Company, any employee benefit plan of the
      Company or any Subsidiary of the Company, or any entity holding shares of Common
      Stock of the Company for or pursuant to the terms of any such
      plan.  Notwithstanding the foregoing:




(i)  no
      Person shall become an “Acquiring Person” solely as the result of the
      acquisition of shares of Common Stock by the Company that, by reducing the
      number of shares outstanding, increases the proportionate number of shares
      beneficially owned by such Person to 15% or more of the shares of Common Stock
      of the Company then outstanding; *provided, however*, that if a Person
      shall become the Beneficial Owner of 15% or more of the shares of Common Stock
      of the Company then outstanding as a result of any such acquisition of shares
      of
      Common Stock by the Company and shall, after such acquisition of shares by
      the
      Company, become the Beneficial Owner of any additional shares of Common Stock
      of
      the Company (other than as a result of a stock dividend, stock split or similar
      transaction effected by the Company in which all holders of Common Stock of
      the
      Company are treated equally), such Person shall then become and be deemed to
      be
      an “Acquiring Person” hereunder;






1




(ii)  no
      Person who, alone or together with all Affiliates and Associates of such Person,
      was, at the time of the public announcement by the Company of the declaration
      by
      its board of directors on August 31, 2007 of the dividend distribution of the
      Rights, the Beneficial Owner of 15% or more of the Common Stock of the Company
      then outstanding, including without limitation, FMR Corporation, shall be deemed
      to have become an Acquiring Person unless and until such time as such Person
      or
      any Affiliate or Associate of such Person thereafter becomes the Beneficial
      Owner of any additional Common Stock of the Company (other than as a result
      of a
      stock dividend, stock split or similar transaction effected by the Company
      in
      which all holders of Common Stock of the Company are treated equally), in which
      case such Peson shall then become and be deemed to be an “Acquiring Person”
hereunder; and




(iii)  if
      the board of directors of the Company determines in good faith that a Person
      who
      would otherwise be an “Acquiring Person” became the Beneficial Owner of 15% or
      more of the shares of Common Stock then outstanding inadvertently (including,
      without limitation, because (A) such Person was unaware that it beneficially
      owned a percentage of Common Stock that would otherwise cause such Person to
      be
      an “Acquiring Person” or (B) such Person was aware of the extent of its
      Beneficial Ownership of Common Stock but had no actual knowledge of the
      consequences of such Beneficial Ownership under this Agreement) and without
      any
      intention of changing or influencing control of the Company, then such Person
      shall not be deemed to be or to have become an “Acquiring Person” for any
      purposes of this Agreement unless and until such Person shall have failed to
      divest itself, as soon as practicable (as determined, in good faith, by the
      board of directors of the Company), of Beneficial Ownership of a sufficient
      number of shares of Common Stock so that such Person would no longer otherwise
      qualify as an “Acquiring Person”.




“Adjustment
      Shares” shall have the meaning set forth in
      Section 11(a)(ii).




“Affiliate”
      and “Associate” shall have the respective meanings ascribed to such terms
      in Rule 12b-2 of the Exchange Act Regulations (as hereinafter defined) as in
      effect on the date of this Agreement.




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




(i)  that
      such Person or any of such Person’s Affiliates or Associates beneficially owns,
      directly or indirectly, for purposes of Section 13(d) of the Exchange Act (as
      hereinafter defined) and Rule 13d-3 thereunder (or any comparable or successor
      law or regulation); or




2


(ii)  that
      such Person or any of such Person’s Affiliates or Associates, directly or
      indirectly, has (A) the right to acquire (whether such right is exercisable
      immediately, contingently or only after the passage of time) pursuant to any
      agreement, arrangement or understanding (whether or not in writing, other than
      customary agreements with and between underwriters and selling group members
      with respect to a bona fide public offering of securities), or upon the exercise
      of conversion rights, exchange rights, rights (other than the Rights), warrants
      or options, or otherwise; *provided, however*, that a Person shall not be
      deemed the Beneficial Owner of, or to beneficially own, (1) securities tendered
      pursuant to a tender or exchange offer made by or on behalf of such Person
      or
      any of such Person’s Affiliates or Associates until such tendered securities are
      accepted for purchase or exchange; (2) securities that such Person or any of
      such Person’s Affiliates or Associates may acquire, does or do acquire or may be
      deemed to have the right to acquire, pursuant to any merger or other acquisition
      agreement between the Company and such Person (or one or more of his Affiliates
      or Associates) if such agreement has been approved by the board of directors
      of
      the Company prior to such Person’s becoming an Acquiring Person; or (3)
      securities that such Person has a right to acquire upon the exercise of Rights
      at any time prior to the time that any Person becomes an Acquiring Person;
      or
      (B) the right to vote pursuant to any agreement, arrangement or
      understanding; *provided further, 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: (x) 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 Exchange Act and the Exchange Act Regulations,
      and (y) is not reportable by such Person on Schedule 13D under the Exchange
      Act (or any comparable or successor report); or




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




Notwithstanding
      anything in this definition of “Beneficial Owner” and “beneficially own” to the
      contrary, the phrase “then outstanding,” when used with reference to a
      Person who is the Beneficial Owner of securities of the Company, shall mean
      the
      number of such securities then issued and outstanding together with the number
      of such securities not then actually issued and outstanding that such Person
      would be deemed to beneficially own hereunder.




3


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




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




“Common
      Stock” when used with reference to the Company shall mean the shares of
      common stock, par value $0.01, of the Company.  “Common Stock” when
      used with reference to any Person other than the Company shall mean the capital
      stock (or other equity interest) with the greatest voting power of such other
      Person or, if such other Person is a Subsidiary of another Person, of the Person
      or Persons that ultimately control such first-mentioned Person.




“Company”
      shall have the meaning set forth in the preamble of this Agreement.




“Current
      Per Share Market Price” shall have the meaning set forth in Section
      11(d)(i).




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




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




“Equivalent
      Common Stock” shall have the meaning set forth in Section
      11(b).




“Exchange
      Act” shall mean the Securities Exchange Act of 1934 or any successor
      statute, in each case as amended and in effect from time to time.




“Exchange
      Act Regulations” shall mean the Rules and Regulations under the Exchange
      Act, as amended and in effect from time to time (including, without limitation,
      any successor rules).




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




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




“Flip-In
      Event” shall mean any event described in Section 11(a)(ii)(A), (B) or
      (C).




“Flip-In
      Trigger Date” shall have the meaning set forth in Section
      11(a)(iii).




“Flip-Over
      Event” shall mean any event described in clause (x), (y) or (z) of Section
      13(a).




“NASDAQ”
      shall have the meaning set forth in Section 11(d)(i).




“Person”
      shall mean any individual, firm, corporation or other entity, and shall include,
      without limitation, any successor (by merger or otherwise) of such
      entity.




4


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




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




“Purchase
      Price” shall have the meaning set forth in Section 7(b).




“Record
      Date” shall have the meaning set forth in the recitals to this
      Agreement.




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




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




“Right”
      shall have the meaning set forth in the recitals to this Agreement.




“Rights
      Agent” shall have the meaning set forth in the preamble of this Agreement
      and shall include, without limitation, any Person that shall become a successor
      Rights Agent pursuant to the terms of this Agreement.




“Rights
      Certificate” shall have the meaning set forth in
      Section 3(a).




“Rights
      Dividend Declaration Date” shall have the meaning set forth in the recitals
      to this Agreement.




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




“Securities
      Act” shall mean the Securities Act of 1933 or any successor statute, in each
      case, as amended and in effect from time to time.




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




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




“Subsidiary”
      of any Person shall mean any corporation or other entity of which a majority
      of
      the voting power of the voting equity securities or equity interest is owned,
      directly or indirectly, by such Person.




“Summary
      of Rights” shall have the meaning set forth in
      Section 3(b).




“Trading
      Day” shall have the meaning set forth in Section 11(d)(i).




“Triggering
      Event” shall mean any Flip-In Event or any Flip-Over Event.




5


Section
      2.  Appointment of Rights Agent.




The
      Company hereby appoints the Rights Agent to act as agent for the Company in
      accordance with the terms and conditions of this Agreement, and the Rights
      Agent
      hereby accepts such appointment.  The Company may from time to time
      appoint co-Rights Agents as it may deem necessary or desirable upon not less
      than five days’ prior written notice to the Rights Agent.  The Rights
      Agent shall have no duty to supervise, and shall 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 day after the
      occurrence of a Stock Acquisition Date and (ii) the Close of Business on
      the tenth Business Day (or such later date as may be determined by action of
      the
      Company’s board of directors prior to such time as any Person becomes an
      Acquiring Person and of which the Company will give the Rights Agent prompt
      written notice) 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 entity holding
      shares of Common Stock for or pursuant to the terms of any such plan) is
      commenced within the meaning of Rule 14d-2(a) of the Exchange Act
      Regulations or of the first public announcement of the intention of 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 entity holding
      shares of Common Stock for or pursuant to the terms of any such plan) to
      commence a tender or exchange offer, if, in either case, upon consummation
      thereof such Person would be the Beneficial Owner of 15% or more of the shares
      of Common Stock of the Company then outstanding (the earlier of (i) and (ii)
      above being the “Distribution Date”), (x) the Rights will be
      evidenced (subject to the provisions of Section 3(b)) by the certificates for
      shares of Common Stock of the Company registered in the names of the holders
      thereof (which certificates shall also be deemed to be Rights Certificates)
      and
      not by separate Rights Certificates, and (y) the right to receive Rights
      Certificates will be transferable only in connection with the transfer of shares
      of Common Stock of the Company.  As soon as practicable after the
      occurrence of a Distribution Date, the Company will notify the Rights Agent
      of
      the occurrence of the Distribution Date and the Company will prepare and
      execute, the Rights Agent will countersign, and the Company will send or cause
      to be sent (and the Rights Agent will, if requested, send) by first-class,
      postage-prepaid mail, to each record holder of shares of Common Stock of the
      Company as of the Close of Business on the Distribution Date, at the address
      of
      such holder shown on the records of the Company, a Rights Certificate, in
      substantially the form of Exhibit A (a “Rights Certificate”),
      evidencing one Right for each share of Common Stock so held.  From and
      after the occurrence of a Distribution Date, the Rights will be evidenced solely
      by such Rights Certificates.




(b)  The
      Company will make available a Summary of Rights to Purchase Common Stock, in
      substantially the form of Exhibit B (the “Summary of Rights”), to
      any holder of shares of Common Stock of the Company upon request of such
      holder.  Until the Distribution Date (or the Expiration Date), the
      surrender for transfer of any certificate for shares of Common Stock of the
      Company outstanding on the Record Date shall also constitute the transfer of
      the
      Rights associated with the shares of Common Stock represented
      thereby.




6


(c)  Certificates
      evidencing shares of Common Stock that become outstanding (whether originally
      issued or delivered from the Company’s treasury) after the Record Date but prior
      to the earlier to occur of a Distribution Date and an Expiration Date shall
      have
      impressed on, printed on, written on or otherwise affixed to them the following
      legend (or such other legend as the Company may deem appropriate that is not
      inconsistent with the provisions of this Agreement):




This
      certificate also evidences and entitles the holder hereof to certain “Rights” as
      set forth in the Rights Agreement between Petroleum Development Corporation
      and
      Transfer Online, Inc., dated as of September 11, 2007, as it may be amended
      from
      time to time (the “Rights Agreement”), the terms of which are hereby
      incorporated herein by reference and a copy of which is on file at the principal
      executive offices of Petroleum Development 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.  Petroleum Development 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 after receipt of a written request
      therefor.  Under certain circumstances, as set forth in the Rights
      Agreement, Rights beneficially owned by any “Person” who becomes an “Acquiring
      Person” (as such terms are defined in the Rights Agreement), whether held by or
      on behalf of such Person or by any subsequent holder, may become null and
      void.




If
      the
      Company purchases or acquires any shares of Common Stock of the Company after
      the occurrence of a Record Date but prior to the occurrence of a Distribution
      Date, any Rights associated with such shares of Common Stock of the Company
      shall be deemed cancelled and retired so that the Company shall not be entitled
      to exercise any Rights associated with any shares of Common Stock of the Company
      that are no longer outstanding.




Section
      4.  Form of Rights Certificates.




(a)  The
      Rights Certificates (and the forms of election to purchase shares of Common
      Stock and of assignment to be printed on the reverse thereof) shall be
      substantially the same as Exhibit A and may have such marks of
      identification or designation and such legends, summaries or endorsements
      printed thereon as the Company may deem appropriate and as are not inconsistent
      with the provisions of this Agreement, or as may be required to comply with
      any
      applicable law or with any rule or regulation made pursuant thereto or with
      any
      rule or regulation of any stock exchange or transaction reporting system on
      which the Rights may from time to time be listed or traded, or to conform to
      usage.  Subject to the provisions of Sections 11 and 22, the
      Rights Certificates shall entitle the holders thereof to purchase the numbers
      of
      shares of Common Stock set forth therein at the price per share of Common Stock
      set forth therein, but the number of such shares of Common Stock and the
      Purchase Price shall be subject to adjustment as provided herein.




7


(b)  Any
      Rights Certificate issued pursuant to this Agreement 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 that the board of directors
      of the Company determines to be part of a plan, arrangement or understanding
      that has as a primary purpose or effect avoidance of Section 7(e); shall in
      each
      case 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 by and
      between Petroleum Development Corporation and Transfer Online, Inc., as Rights
      Agent, dated as of September 11, 2007 (the “Rights
      Agreement”)).  Accordingly, this Rights Certificate and the Rights
      represented hereby may be or become null and void in the circumstances specified
      in Section 7(e) of the Rights Agreement.




Section
      5.  Countersignature and Registration.




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




8


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




(a)  Subject
      to the provisions of Sections 4(b), 7(e) and 14, at any time after the
      Close of Business on a Distribution Date and at or prior to the Close of
      Business on the Expiration Date, any Rights Certificate or Rights Certificates
      may be transferred, split up, combined or exchanged for another Rights
      Certificate or Rights Certificates evidencing exercisable Rights, entitling
      the
      registered holder to purchase a like number of shares of Common Stock (or,
      following a Triggering Event, other securities, cash or other assets, as the
      case may be) as the Rights Certificate or Rights Certificates surrendered then
      entitle such holder to purchase.  Any registered holder desiring to
      transfer, split up, combine or exchange any Rights Certificate or Rights
      Certificates shall make such request in writing delivered to the Rights Agent,
      and shall surrender the Rights Certificate or Rights Certificates to be
      transferred, split up, combined or exchanged at the office of the Rights Agent
      designated for such purpose.  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 Sections 4(b),
      7(e) and 14, 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 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 of indemnity or security reasonably satisfactory to them, and, at the
      Company’s request, reimbursement to the Company and the Rights Agent of all
      reasonable expenses incidental thereto, and upon surrender to the Rights Agent
      and cancellation of the Rights Certificate if mutilated, the Company will make
      and deliver a new Rights Certificate of like tenor to the Rights Agent for
      delivery to the registered holder in lieu of and in replacement for the Rights
      Certificate so lost, stolen, destroyed or mutilated.




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




(a)  The
      registered holder of any Rights Certificate evidencing exercisable Rights may
      exercise the Rights evidenced thereby (except as otherwise provided in this
      Agreement) in whole or in part at any time after the occurrence of a
      Distribution Date upon surrender of the Rights Certificate, with the form of
      election to purchase and the related certification duly executed, to the Rights
      Agent at the office of the Rights Agent designated for such purpose, together
      with payment of the Purchase Price for each Right being exercised (as such
      amount may be reduced (including, without limitation, to zero) pursuant to
      Section 11(a)(iii)) and an amount equal to any applicable transfer tax required
      to be paid by the holder of such Rights Certificate in accordance with Section
      9, in cash, or by certified check, wire transfer or bank draft payable to the
      order of the Company, at or prior to the earliest of (i) the Close of
      Business on the tenth anniversary hereof (the “Final Expiration Date”),
      (ii) the time at which the Rights are redeemed as provided in
      Section 23 (the “Redemption Date”), and (iii) the time at which
      such Rights are exchanged as provided in Section 24 (the earliest of (i),
      (ii) and (iii) being the “Expiration Date”).






9




(b)  The
      “Purchase Price” for each share of Common Stock pursuant to the exercise
      of a Right shall initially be $240, shall be subject to adjustment from time
      to
      time as provided in Sections 11 and 13 and shall be payable in lawful money
      of
      the United States of America in accordance with paragraph (c)
      below.




(c)  Upon
      receipt of a Rights Certificate evidencing exercisable Rights (with the form
      of
      election to purchase duly executed) accompanied by payment as provided in
      Section 7(a), the Rights Agent shall, subject to Section 20(k), thereupon
      promptly (i) (A) requisition from any transfer agent of the Common Stock a
      certificate or certificates for the number of shares of Common 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 Common Stock issuable upon exercise of
      the
      Rights hereunder with a depositary agent, request from the depositary agent
      a
      depositary receipt or depositary receipts representing such number of shares
      of
      Common Stock as are to be purchased (in which case certificates for the shares
      of Common Stock represented by such receipt or receipts shall be deposited
      by
      the transfer agent of the Common Stock with the depositary agent and the Company
      hereby directs the depositary agent to comply with such requisition); (ii)
      when
      appropriate, requisition from the Company the amount of cash to be paid in
      lieu
      of issuance of fractional shares in accordance with Section 14; (iii) after
      receipt of such certificates or depositary receipts, cause the same to be
      delivered to or upon the order of the registered holder of such Rights
      Certificate, registered in such name or names as may be designated by such
      holder; and (iv) when appropriate, after receipt thereof, deliver such cash
      to
      or upon the order of the registered holder of such Rights Certificate. If the
      Company is obligated to issue other securities of the Company, pay cash and/or
      distribute other property pursuant to Section 11(a), the Company will make
      all
      arrangements necessary so that such other securities, cash and/or other property
      are available for distribution by the Rights Agent, if and when
      appropriate.




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




(e)  Notwithstanding
      anything in this Agreement to the contrary, from and after the first occurrence
      of a Triggering Event, any Rights beneficially owned by (i) an Acquiring Person
      or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an
      Acquiring Person (or of any such Associate or Affiliate) who becomes a
      transferee after the Acquiring Person becomes such, (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 that the board of directors of the Company determines
      to be part of a plan, arrangement or understanding that has as a primary purpose
      or effect the avoidance of this Section 7(e) or (iv) any subsequent transferee
      of any of the foregoing 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 or any Rights Certificate that formerly evidenced such Rights,
      and
      neither the Company nor the Rights Agent shall have any obligations whatsoever
      with respect to such Rights or any Rights Certificate, whether under any
      provision of this Agreement or otherwise.  The Company shall use all
      requisite commercially reasonable efforts to ensure that the provisions of
      Section 4(b) and this Section 7(e) are complied with, but shall have no
      liability to any holder of Rights Certificates or to any other Person as a
      result of its making or failing to make any determinations with respect to
      an
      Acquiring Person or any of such Acquiring Person’s Affiliates, Associates or
      transferees or taking or failing to take any actions with respect any Rights
      or
      Rights Certificates of any such Person.




10


(f)  Notwithstanding
      anything in this Agreement to the contrary, neither the Rights Agent nor the
      Company shall be obligated to undertake any action with respect to a registered
      holder upon the occurrence of any purported exercise as set forth in this
      Section 7 unless such registered holder shall 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 to any of its
      agents, be delivered to the Rights Agent for cancellation or in cancelled form,
      or, if surrendered to the Rights Agent, shall be cancelled by it, and no Rights
      Certificates shall be issued in lieu thereof or in replacement thereof except
      as
      expressly permitted by 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 Common Stock.




(a)  The
      Company covenants and agrees that it will use its best efforts to cause to
      be
      reserved and kept available, out of and to the extent of its authorized and
      unissued Common Stock, a number of shares of its Common Stock not reserved
      for
      another purpose that will be sufficient to permit the exercise in full of all
      outstanding Rights.  Upon the occurrence of any events resulting in an
      increase in the aggregate number of shares of Common Stock (or other equity
      securities of the Company) issuable upon exercise of all outstanding Rights
      above the number then reserved, the Company shall make appropriate increases
      in
      the number of shares so reserved.




(b)  If
      the shares of Common Stock to be issued and delivered upon the exercise of
      the
      Rights are at any time listed on a national securities exchange or included
      for
      quotation on any transaction reporting system, the Company shall during the
      period from the Distribution Date to the Expiration Date use its best efforts
      to
      cause all shares reserved for such issuance to be listed on such exchange or
      included for quotation on any such transaction reporting system upon official
      notice of issuance upon such exercise.




11
 (c)  The
        Company shall use its best efforts to (i) file, as soon as practicable
        following the earliest date after the first occurrence of a Flip-In Event
        in
        which the consideration to be delivered by the Company upon exercise of the
        Rights has been determined in accordance with Section 11(a)(iii), or as soon
        as
        is required by law following the Distribution Date, as the case may be, a
        registration statement under the Securities Act, with respect to the securities
        purchasable upon exercise of the Rights on an appropriate form, (ii) cause
        such registration statement to become effective as soon as reasonably
        practicable after such filing, and (iii) cause such registration statement
        to remain effective (with a prospectus at all times meeting the requirements
        of
        the Securities Act) until the earlier of (A) the date as of which the
        Rights are no longer exercisable for such securities and (B) the Expiration
        Date.  The Company will also take such action as may be appropriate
        under, or to ensure compliance with, the securities or “blue sky” laws of the
        various states in connection with the exercisability of the
        Rights.  Notwithstanding any provision of this Agreement to the
        contrary, the Rights shall not be exercisable in any jurisdiction, unless
        the
        requisite qualification of the offering made upon exercise of the Rights
        in such
        jurisdiction shall have been obtained, or an exemption therefrom shall be
        available and until a registration statement has been declared
        effective.




(d)  The
      Company covenants and agrees that it will take all such action as may be
      necessary to ensure that all shares of Common Stock (and, following the
      occurrence of a Triggering Event, any other securities that may be delivered
      upon exercise of Rights) shall, at the time of delivery of the certificates
      for
      such shares of Common Stock (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 that may be payable in
      respect of the issuance or delivery of the Rights Certificates or of any shares
      of Common Stock upon the exercise of Rights.  The Company shall not,
      however, be required to pay any transfer tax that may be payable in respect
      of
      any transfer or delivery of Rights Certificates to a person other than, or
      the
      issuance or delivery of certificates or depositary receipts for shares of Common
      Stock in a name other than that of, the registered holder of the Rights
      Certificate evidencing Rights surrendered for exercise or to issue or to deliver
      any certificates or depositary receipts for shares of Common Stock upon the
      exercise of any Rights until any such tax shall have been paid (any such tax
      being payable by the holder of such Rights Certificate at the time of surrender)
      or until it has been established to the Company’s reasonable satisfaction that
      no such tax is due.




Section
      10.  Stock Record Date.




Each
      person in whose name any certificate for shares of Common Stock (or, following
      the occurrence of a Triggering Event, other securities) is issued upon the
      exercise of Rights shall for all purposes be deemed to have become the holder
      of
      record of the shares of Common Stock (or, following the occurrence of a
      Triggering Event, other securities) represented thereby at the Close of Business
      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 any applicable transfer taxes) was made; *provided*,
*however*, that if the date of such surrender and payment is a date
      upon
      which the Common Stock (or, following the occurrence of a Triggering Event,
      other securities) transfer books of the Company are closed, such person shall
      be
      deemed to have become the record holder of such shares at the Close of Business
      on, and such certificate shall be dated, the next succeeding Business Day on
      which such transfer books are open; *provided further*, *however*,
      that if delivery of shares of Common Stock (or such other securities) is delayed
      pursuant to Section 9(c), such Persons shall be deemed to have become the
      record holders of such shares of Common Stock (or such other securities) only
      when such shares first become deliverable.  Prior to the exercise of
      the Rights evidenced thereby, the holder of a Rights Certificate shall not
      be
      entitled to any rights of a stockholder of the Company with respect to
      securities for which the Rights shall be exercisable, including, without
      limitation, the right to vote, to receive dividends or other distributions
      or to
      exercise preemptive rights (if any), and shall not be entitled to receive any
      notice of any proceedings of the Company, except as expressly provided in this
      Agreement.


12


Section
      11.  Adjustment of Purchase Price, Number of Shares or Number of
      Rights.




The
      Purchase Price, the number and kinds of securities 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 Common Stock payable in shares of Common
      Stock, (B) subdivide the outstanding shares of Common Stock,
      (C) combine the outstanding Common Stock into a smaller number of shares of
      Common Stock, or (D) issue any shares of its capital stock in a
      reclassification of the Common Stock (including, without limitation, any such
      reclassification in connection with a consolidation or merger in which the
      Company is the continuing or surviving corporation), except as otherwise
      provided in this Section 11(a), the Purchase Price in effect at the time of
      the
      record date for such dividend or of the effective date of such subdivision,
      combination or reclassification, and the number and kind of shares of capital
      stock for which the Rights shall be exercisable, shall be proportionately
      adjusted so that the holder of any Rights 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 capital stock that, if such Rights had
      been exercised immediately prior to such date and at a time when the applicable
      transfer books were open, such holder would have owned upon such exercise and
      been entitled to receive by virtue of such dividend, subdivision, combination
      or
      reclassification; *provided*, *however*, that in no event shall
      the consideration to be paid upon the exercise of one Right be less than the
      aggregate par value of the shares of capital stock issuable upon exercise of
      one
      Right.  If an event occurs that would require an adjustment under both
      this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in
      this
      Section 11(a)(i) shall be in addition, and shall be made prior, to any
      adjustment required pursuant to Section 11(a)(ii).




(ii)  Subject
      to Section 24, if:




13





(A)     any
      Person shall become an Acquiring Person, unless the event causing the Person
      to
      become an Acquiring Person is a transaction to which the provisions of Section
      13(a) apply; or




(B)    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 (1) 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 shares
      of Common Stock of the Company shall remain outstanding and unchanged, (2)
      in
      one transaction or a series of transactions, transfer any assets to the Company
      or any of its Subsidiaries in exchange (in whole or in part) for shares of
      Common Stock of the Company, for other equity securities of the Company or
      any
      of its Subsidiaries, or for securities exercisable for or convertible into
      shares of equity securities of the Company or any of its Subsidiaries (whether
      shares of Common Stock of the Company or otherwise) or otherwise obtain from
      the
      Company or any of its Subsidiaries, with or without consideration, any
      additional shares of such equity securities or securities exercisable for or
      convertible into such equity securities (other than pursuant to a pro rata
      distribution to all holders of shares of  Common Stock of the
      Company), (3) sell, purchase, lease, exchange, mortgage, pledge, transfer or
      otherwise acquire or dispose of, in one transaction or a series of transactions,
      to, from or with the Company or any of its Subsidiaries or any employee benefit
      plan maintained by the Company or any of its Subsidiaries or any trustee or
      fiduciary with respect to such plan acting in such capacity, assets (including,
      without limitation, securities) on terms and conditions less favorable to the
      Company or such Subsidiary or plan than those that could have been obtained
      in
      arm’s-length negotiations with an unaffiliated third party, other than pursuant
      to a transaction set forth in Section 13(a), (4) sell, purchase, lease,
      exchange, mortgage, pledge, transfer or otherwise acquire or dispose of, in
      one
      transaction or a series of transactions, to, from or with the Company or any
      of
      its Subsidiaries or any employee benefit plan maintained by the Company or
      any
      of its Subsidiaries or any trustee or fiduciary with respect to such plan acting
      in such capacity (other than transactions, if any, consistent with those engaged
      in, as of the date hereof, by the Company and such Acquiring Person or such
      Associate or Affiliate), assets (including, without limitation, securities
      or
      intangible assets) having an aggregate fair market value of more than
      $10,000,000, other than pursuant to a transaction set forth in Section 13(a),
      (5) receive, or any designee, agent or representative of such Acquiring
      Person or any Affiliate or Associate of such Acquiring Person shall receive,
      any
      compensation from the Company or any of its Subsidiaries other than compensation
      for full-time employment as a regular employee at rates in accordance with
      the
      Company’s (or its Subsidiaries’) past practices, or (6) receive the benefit,
      directly or indirectly (except proportionately as a holder of shares of Common
      Stock of the Company or as required by law or governmental regulation), of
      any
      loans, advances, guarantees, pledges or other financial assistance or any tax
      credits or other tax advantages provided by the Company or any of its
      Subsidiaries or any employee benefit plan maintained by the Company or any
      of
      its Subsidiaries or any trustee or fiduciary with respect to such plan acting
      in
      such capacity; or




14


(C)    during
      such time as there is an Acquiring Person, there shall be any reclassification
      of securities (including, without limitation, 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), that has the effect,
      directly or indirectly, of increasing the number of outstanding shares of any
      class of equity securities of the Company or any of its Subsidiaries that are
      directly or indirectly beneficially owned by any Acquiring Person or any Person
      or any Associate or Affiliate of any Acquiring Person by more than one percent
      of the outstanding shares of such class of equity securities of the
      Company;




then,
      following the occurrence of an event described in Section 11(a)(ii)(A), (B)
      or
      (C) (a “Flip-In Event”), each holder of a Right, except as otherwise
      provided in Section 7(e), shall thereafter have the right to receive for each
      Right, upon exercise thereof in accordance with the terms of this Agreement
      and
      payment of the then-current Purchase Price, in lieu of the number of shares
      of
      Common Stock for which a Right was exercisable immediately prior to the first
      occurrence of a Flip-In Event, such number of shares of Common Stock as shall
      equal the result obtained by (x) multiplying the then-current Purchase
      Price by the then number of shares of Common Stock for which a Right was
      exercisable (or would have been exercisable if the Distribution Date had
      occurred) immediately prior to the first occurrence of a Triggering Event,
      and
      dividing that product by (y) 50% of the Current Per Share Market Price for
      shares of Common Stock on the date of occurrence of the Triggering Event (such
      number of shares of Common Stock being hereinafter referred to as the
“Adjustment Shares”).  Upon the occurrence of a Flip-Over
      Event, any Rights that shall not have been previously exercised pursuant to
      this
      Section 11(a)(ii) shall thereafter be exercisable only pursuant to Section
      13
      and not pursuant to this Section 11(a)(ii).




(iii)  In
      the event that the number of shares of Common Stock that are authorized by
      the
      Company’s certificate of incorporation but not outstanding or reserved for
      issuance for purposes other than upon exercise of the Rights are not sufficient
      to permit the exercise in full of the Rights, or if any necessary regulatory
      approval for such issuance has not been obtained by the Company, the Company
      shall, in lieu of issuing shares of Common Stock in accordance with Section
      11(a)(ii) hereof: (A) determine the excess of (1) the value of the shares of
      Common Stock issuable upon the exercise of a Right (the “Current Value”)
      over (2) the Purchase Price (such excess being referred to as the
“Spread”) and (B) with respect to each Right, make adequate provision to
      substitute for such shares of Common Stock upon exercise of the Rights, (1)
      cash, (2) a reduction in the Purchase Price, (3) other equity securities of
      the
      Company (including, without limitation, Common Stock of the Company or shares
      of
      any series of stock that the board of directors of the Company shall have
      conclusively deemed to have the same value as the shares of Common Stock (such
      shares of stock are herein called “Common Stock Equivalents”)), except to
      the extent that the Company has not obtained any necessary regulatory approval
      for such issuance, (4) debt securities of the Company, except to the extent
      that
      the Company has not obtained any necessary regulatory approval for such
      issuance, (5) other assets, or (6) any combination of the foregoing, having
      an
      aggregate value equal to the Current Value, as 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 (which
      determination shall be described in a statement filed with the Rights Agent
      and
      shall be conclusive and binding on the Rights Agent, the holders of the Rights
      and all other Persons); *provided, however*, that if the Company shall
      not have made adequate provision to deliver value pursuant to clause (B) above
      within 30 days following the later of (x) occurrence of a Flip-In 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 “Flip-In
      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), except to the extent
      that the Company has not obtained any necessary regulatory approval for such
      issuance, and then, if necessary, cash, having an aggregate value equal to
      the
      Spread.


15


(b)  If
      the Company shall fix a record date for the issuance of rights, options or
      warrants to all holders of Common Stock entitling them (for a period expiring
      within forty-five calendar days after such record date) to subscribe for or
      purchase Common Stock (or shares having the same rights, privileges and
      preferences as the Common Stock (“Equivalent Common Stock”)) or
      securities convertible into Common Stock or Equivalent Common Stock at a price
      per share of Common Stock or Equivalent Common Stock (or having a conversion
      price per share, if a security convertible into shares of Common Stock or
      Equivalent Common Stock) less than the then Current Per Share Market Price
      (as
      determined pursuant to Section 11(d)) of a share of Common 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 sum of the number
      of shares of Common Stock outstanding on such record date plus the number of
      shares of Common Stock that the aggregate offering price of the total number
      of
      shares of Common Stock and/or Equivalent Common 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 Per Share Market Price and the
      denominator of which shall be the sum of the number of shares of Common Stock
      outstanding on such record date plus the number of additional shares of Common
      Stock and/or Equivalent Common Stock to be offered for subscription or purchase
      (or into which the convertible securities so to be offered are initially
      convertible).  If such subscription price may be paid in a
      consideration part or all of which shall be in a form other than cash, the
      value
      of such consideration shall be as determined in good faith by the board of
      directors of the Company, whose determination shall be described in a statement
      filed with the Rights Agent and shall be conclusive and binding on the Rights
      Agent and the holders of the Rights.  Shares of Common Stock owned by
      or held for the account of the Company or its Subsidiaries 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 if such rights,
      options or warrants are not so issued, the Purchase Price shall be adjusted
      to
      be the Purchase Price that would then be in effect if such record date had
      not
      been fixed.




(c)  If
      the Company shall fix a record date for a distribution to all holders of shares
      of Common Stock (including, without limitation, any such distribution made
      in
      connection with a consolidation or merger in which the Company is the continuing
      or surviving corporation) of evidences of indebtedness, cash (other than a
      regular quarterly cash dividend), assets (other than a dividend payable in
      shares of Common Stock but including, without limitation, any dividend payable
      in equity securities other than Common Stock) or subscription rights or warrants
      (excluding those referred to in Section 11(d)), the Purchase Price to be in
      effect after such record date shall be determined by multiplying the Purchase
      Price in effect immediately prior to such record date by a fraction, the
      numerator of which shall be the then Current Per Share Market Price (as
      determined pursuant to Section 11(d)) of the Common 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 and shall be conclusive and binding on the Rights
      Agent and the holders of the Rights) of the cash, assets or evidences of
      indebtedness to be distributed or of such subscription rights or warrants
      distributable in respect of a share of Common Stock, and the denominator of
      which shall be such Current Per Share Market Price of a share of Common
      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 again be adjusted to be the Purchase Price that would
      then be in effect if such record date had not been fixed.




16


(d)  (i)  For
      the purpose of any computation hereunder, the “Current Per Share Market
      Price” of any security on any date shall be deemed to be the average of the
      daily Closing Prices (as such term is hereinafter defined) per share of such
      security for the thirty consecutive Trading Days (as such term is hereinafter
      defined) ending on and including the Trading Day immediately prior to such
      date;
*provided*, *however*, that in the event that the Current Per
      Share Market Price of the security is determined during a period following
      the
      announcement by the issuer of such security of (A) a dividend or distribution
      on
      such security payable in shares of such security or securities convertible
      into
      such shares, or (B) any subdivision, combination or reclassification of such
      security and prior to the expiration of thirty Trading Days after and not
      including the ex-dividend date for such dividend or distribution, or the record
      date for such subdivision, combination or reclassification, then, and in each
      such case, the Current Per Share Market Price shall be appropriately adjusted
      to
      reflect the current market price per share equivalent of such
      security.  The term “Closing Price” of a security for any day
      shall mean the last sales price, regular way, on such day or, in case no such
      sale takes place on such day, the average of the closing bid and asked prices,
      regular way, on such day, in either case as reported in the principal
      transaction reporting system with respect to securities listed or admitted
      to
      trading on the NASDAQ Global Select Market (being referred to herein as,
“NASDAQ”), or, if such security is not listed or admitted to trading on
      the NASDAQ, on the principal national securities exchange on which such security
      is listed or admitted to trading, or, if such security is not listed or admitted
      to trading on any national securities exchange but sales price information
      is
      reported for such security, as reported by NASDAQ or such other self-regulatory
      organization or registered securities information processor (as such terms
      are
      used under the Exchange Act) that then reports information concerning such
      security, or, if sales price information is not so reported, the average of
      the
      high bid and low asked prices in the over-the-counter market on such day, as
      reported by NASDAQ or such other entity, or, if on such day such security is
      not
      quoted by any such entity, the average of the closing bid and asked prices
      as
      furnished by a professional market maker making a market in such security
      selected by the board of directors of the Company, or, if on such day no market
      maker is making a market in such security, the fair value of such security
      on
      such day as determined in good faith by the board of directors of the
      Company.  The term “Trading Day” with respect to a security
      shall mean a day on which the principal national securities exchange on which
      such security is listed or admitted to trading is open for the transaction
      of
      business, or, if such security is not listed or admitted to trading on any
      national securities exchange but is quoted by NASDAQ, a day on which NASDAQ
      reports trades, or, if such security is not so quoted, a Business
      Day.




17


(ii)  For
      the purpose of any computation hereunder, the Current Per Share Market Price
      of
      the Common Stock shall be determined in accordance with the method set forth
      in
      Section 11(d)(i).  If no shares of the Common Stock of the Company are
      publicly held or so listed or traded, the Current Per Share Market Price of
      the
      Common Stock shall be conclusively deemed to be an amount equal to 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 and binding on the Rights Agent, the
      holders of the Rights and all other Persons.




(e)  No
      adjustment in the Purchase Price shall be required unless such adjustment would
      require an increase or decrease of at least one percent of the Purchase Price;
      *provided*, *however*, that any adjustments that 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 whole share
      of Common Stock or to the nearest whole share of any other share or security
      as
      the case may be.  Notwithstanding the first sentence of this Section
      11(e), any adjustment required by this Section 11 shall be made no later than
      the earlier of (i) three years from the date of the transaction that requires
      such adjustment or (ii) the Expiration Date.




(f)  If
      as a result of an adjustment made pursuant to Section 11(a)(ii), the holder
      of
      any Rights thereafter exercised shall become entitled to receive any shares
      of
      capital stock of the Company other than shares of Common Stock, thereafter
      the
      number of such other shares so receivable upon exercise of any Rights 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 Common Stock contained in Sections 11(a), (b), (c), (d), (e),
      (g), (h), (i), (j), (k), (l), (m) and (p), and the provisions of Sections 7,
      9,
      10, 13 and 14 with respect to the Common 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 shall evidence the right to purchase, at the adjusted Purchase
      Price, the number of sharess of Common Stock purchasable from time to time
      upon
      exercise of the Rights, all subject to further adjustment as provided in this
      Agreement.




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




18


(i)  The
      Company may elect on or after the date of any adjustment of the Purchase Price
      to adjust the number of Rights, in substitution for any adjustment in the number
      of shares of Common Stock purchasable upon the exercise of a
      Right.  Each of the Rights outstanding after such adjustment of the
      number of Rights shall be exercisable for the number of shares of Common 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 one-thousandth) obtained by dividing the Purchase Price in effect
      immediately prior to adjustment of the Purchase Price by the Purchase Price
      in
      effect immediately after adjustment of the Purchase Price.  The
      Company shall make a public announcement of its election to adjust the number
      of
      Rights, indicating the record date for the adjustment, and, if known at the
      time, the amount of the adjustment to be made.  This record date may
      be the date on which the Purchase Price is adjusted or any day thereafter,
      but,
      if the Rights Certificates have been issued, shall be at least ten 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, 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 to be so
      distributed shall be issued, executed and countersigned in the manner provided
      for herein and shall be registered in the names of the holders of record of
      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 shares of
      Common Stock issuable upon the exercise of the Rights, the Rights Certificates
      theretofore and thereafter issued may continue to express the Purchase Price
      per
      share and the number of shares of Common Stock that were expressed in the
      initial Rights Certificates issued hereunder.




(k)  Before
      taking any action that would cause an adjustment that would reduce the Purchase
      Price below the then par value of the number of shares of Common Stock issuable
      upon exercise of the Rights, the Company shall take any corporate action that
      may, in the opinion of its counsel, be necessary in order that the Company
      may
      validly and legally issue fully paid and nonassessable number of shares of
      Common 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 issuing to
      the
      holder of any Rights exercised after such record date of that number of shares
      of Common Stock and other capital stock or securities of the Company, if any,
      issuable upon such exercise over and above the shares of Common 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) upon the occurrence
      of the event requiring such adjustment.




19


(m)  Anything
      in this Section 11 to the contrary notwithstanding, the Company shall be
      entitled (but not required) to make such reductions in the Purchase Price,
      in
      addition to those adjustments expressly required by this Section 11, as and
      to
      the extent that it in its sole discretion shall determine to be advisable in
      order that any (i) consolidation or subdivision of the Common Stock,
      (ii) issuance wholly for cash of any share of Common Stock at less than the
      Current Per Share Market Price, (iii) issuance wholly for cash of Common
      Stock or securities that by their terms are convertible into or exchangeable
      for
      Common Stock, (iv) dividends on Common Stock payable in Common Stock, or
      (v) issuance of rights, options or warrants referred to in this Section 11,
      hereafter made by the Company to holders of shares of its Common Stock shall
      not
      be taxable to such stockholders.




(n)  The
      Company shall not, at any time after the Distribution Date, (i) consolidate
      with any other Person (other than a Subsidiary of the Company in a transaction
      that complies with Section 11(o)), (ii) merge with or into any other Person
      (other than a Subsidiary of the Company in a transaction that complies with
      Section 11(o)), or (iii) sell or transfer (or permit any Subsidiary to sell
      or transfer), in one transaction, or a series of 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)), 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 that 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 Person that constitutes, or would
      constitute, the Principal Party (as defined in Section 13(b)) shall have
      distributed or otherwise transferred to its stockholders or other persons
      holding an equity interest in such Person, Rights previously owned by such
      Person or any of its Affiliates and Associates; *provided*,
*however*, this Section 11(n) shall not affect the ability of any
      Subsidiary of the Company to consolidate with, merge with or into, or sell
      or
      transfer assets or earning power to, any other Subsidiary of the Company, or
      (z)
      the form or nature of organization of the Principal Party would preclude or
      limit the exercisability of the Rights.




(o)  After
      the Distribution Date, the Company shall not, except as permitted by
      Section 23 or Section 26, take (or permit any of its Subsidiaries 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)  If,
      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 outstanding shares of
      Common Stock of the Company payable in shares of Common Stock of the Company
      or
      (ii) effect a subdivision, combination or consolidation of the Common Stock
      of
      the Company (by reclassification or otherwise than by payment of dividends
      in
      shares of Common Stock of the Company) into a greater or lesser number of shares
      of Common Stock of the Company, then in any such case the number of shares
      of
      Common Stock purchasable after such event upon proper exercise of each Right
      shall be determined by multiplying the number of shares of Common Stock so
      purchasable immediately prior to such event by a fraction, the numerator of
      which shall be the number of shares of Common Stock of the Company outstanding
      immediately before such event and the denominator of which shall be the number
      of shares of Common Stock of the Company outstanding immediately after such
      event.  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.




20


Section
      12.  Certificate of Adjusted Purchase Price or Number of
      Shares.




Whenever
      an adjustment is made as provided in Sections 11 and 13, the Company shall
      promptly (a) prepare a certificate setting forth such adjustment, and a
      brief statement of the facts accounting for such adjustment, (b) file with
      the
      Rights Agent and with each transfer agent for the shares of Common Stock of
      the
      Company or shares of Common Stock a copy of such certificate and (c) mail a
      brief summary thereof to each holder of a Rights Certificate in accordance
      with
      Section 25 hereof (if so required under Section 25
      hereof).  Notwithstanding the foregoing sentence, the failure by the
      Company to make such certification or give such notice shall not affect the
      validity of or the force or effect of the requirement for such
      adjustment.  The Rights Agent shall be fully protected in relying on
      any such certificate and on any adjustment contained therein and shall not
      be
      deemed to have knowledge of such adjustment unless and until it shall have
      received such certificate.




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




(a)  Except
      as provided in Section 13(b), in the event that, following a 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 that complies with Section 11(o)), 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
      that complies with Section 11(o)) shall consolidate with the Company, or
      merge with and into the Company and the Company shall be the continuing or
      surviving corporation of such consolidation or merger and, in connection with
      such consolidation or merger, all or part of the shares of Common Stock of
      the
      Company 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) to any Person or Persons (other than a Subsidiary of the
      Company in a transaction that complies with Section 11(o)), in one or more
      transactions, directly or indirectly, assets or earning power aggregating 50%
      or
      more of the assets or earning power of the Company and its Subsidiaries (taken
      as a whole), (any such event being a “Flip-Over Event”), 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), shall thereafter
      have the right to receive, upon the exercise thereof at the then current
      Purchase Price, such number of validly authorized and issued, fully paid and
      nonassessable shares of Common Stock of the Principal Party, which shares shall
      not be subject to any liens, encumbrances, rights of first refusal, transfer
      restrictions or other adverse claims, as shall be equal to the result obtained
      by (1) multiplying the then current Purchase Price by the number of shares
      of Common Stock for which a Right is exercisable immediately prior to the first
      occurrence of a Flip-Over Event (or, if a Flip-In Event has occurred prior
      to
      the first occurrence of a Flip-Over Event, multiplying the number of such shares
      of Common Stock for which a Right would be exercisable hereunder but for the
      occurrence of such Flip-In Event by the Purchase Price that would be in effect
      hereunder but for such first occurrence) and (2) dividing that product
      (which, following the occurrence of a Flip-Over Event, shall be the “Purchase
      Price” for all purposes of this Agreement) by 50% of the Current Per Share
      Market Price of the shares of Common Stock of such Principal Party on the date
      of consummation of such Flip-Over Event; (ii) such Principal Party shall
      thereafter be liable for, and shall assume, by virtue of such Flip-Over Event,
      all the obligations and duties of the Company pursuant to this Agreement;
      (iii) the term “Company” shall, for all purposes of this Agreement,
      thereafter be deemed to refer to such Principal Party, it being specifically
      intended that the provisions of Section 11 shall apply only to such
      Principal Party following the first occurrence of a Flip-Over Event;
      (iv) such Principal Party shall take such steps (including, but not limited
      to, the reservation of a sufficient number of shares of its Common Stock) in
      connection with the consummation of any such transaction as may be necessary
      to
      ensure that the provisions of this Agreement shall thereafter be applicable
      to
      its shares of Common Stock thereafter deliverable upon the exercise of the
      Rights; and (v) the provisions of Section 11(a)(ii) shall be of no
      further effect following the first occurrence of any Flip-Over
      Event.




21


(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), (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, or, if there is more than one such issuer, the
      issuer whose outstanding shares of Common Stock have the greatest aggregate
      Current Per Share Market Price and (B) if no securities are so issued, the
      Person that is the other party to such merger or consolidation, or, if there
      is
      more than one such Person, the Person whose outstanding shares of Common Stock
      have the greatest aggregate Current Per Share Market Price; 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 largest
      portion of the assets or earning power transferred pursuant to such transaction
      or transactions, or, if each Person that is a party to such transaction or
      transactions receives the same portion of the assets or earning power
      transferred pursuant to such transaction or transactions or if the Person
      receiving the largest portion of the assets or earning power cannot be
      determined, whichever Person whose outstanding shares of Common Stock have
      the
      greatest aggregate Current Per Share Market Price; *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-month period registered under Section 12 of the Exchange Act
      (“Registered Common Stock”), or such Person is not a corporation, and
      such Person is a direct or indirect Subsidiary of another Person that has
      Registered Common Stock outstanding, “Principal Party” shall refer to such other
      Person; (2) if the Common Stock of such Person is not Registered Common
      Stock or such Person is not a corporation, and such Person is a direct or
      indirect Subsidiary of another Person but is not a direct or indirect Subsidiary
      of another Person that has Registered Common Stock outstanding, “Principal
      Party” shall refer to the ultimate parent entity of such first-mentioned Person;
      (3) if the Common Stock of such Person is not Registered Common Stock or such
      Person is not a corporation, and such Person is directly or indirectly
      controlled by more than one Person, and one or more of such other Persons has
      Registered Common Stock outstanding, “Principal Party” shall refer to whichever
      of such other Persons is the issuer of the Registered Common Stock having the
      highest aggregate Current Per Share Market Price; and (4) if the Common
      Stock of such Person is not Registered Common Stock or such Person is not a
      corporation, and such Person is directly or indirectly controlled by more than
      one Person, and none of such other Persons has Registered Common Stock
      outstanding, “Principal Party” shall refer to whichever ultimate parent entity
      is the corporation having the greatest stockholders’ equity or, if no such
      ultimate parent entity is a corporation, shall refer to whichever ultimate
      parent entity is the entity having the greatest net assets.




22


(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 that have not been issued or reserved for issuance to permit
      the exercise in full of the Rights in accordance with this Section 13, and
      unless prior thereto the Company and such 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 the Principal Party will:




(i)  (A)  file
      on an appropriate form, as soon as practicable following the execution of such
      agreement, a registration statement under the Securities Act with respect to
      the
      shares of Common Stock of such Principal Party that may be acquired upon
      exercise of the Rights, (B) cause such registration statement to remain
      effective (and to include a prospectus complying with the requirements of the
      Securities Act) until the Expiration Date, and (C) as soon as practicable
      following the execution of such agreement take such action as may be required
      to
      ensure that any acquisition of such shares of Common Stock of such Principal
      Party upon the exercise of the Rights complies with any applicable state
      securities or “blue sky” laws;




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




(iii)  use
      its best efforts, if the Common Stock of the Principal Party shall be listed
      or
      admitted to trading on the New York Stock Exchange or on another national
      securities exchange, to list or admit to trading (or continue the listing of)
      the Rights and the securities purchasable upon exercise of the Rights on the
      New
      York Stock Exchange or such securities exchange, or, if the Common Stock of
      the
      Principal Party shall not be listed or admitted to trading on the New York
      Stock
      Exchange or a national securities exchange, to cause the Rights and the
      securities receivable upon exercise of the Rights to be authorized for quotation
      on NASDAQ or on such other system then in use; and




(iv)  obtain
      waivers of any rights of first refusal or preemptive rights in respect of the
      Common Stock of the Principal Party subject to purchase upon exercise of
      outstanding Rights.




23


(d)  In
      case the Principal Party that is to be a party to a transaction referred to
      in
      this Section 13 has a provision in any of its authorized securities or in
      its certificate of incorporation, bylaws or other instrument governing its
      corporate affairs, which provision would have the effect of (i) causing such
      Principal Party to issue, in connection with, or as a consequence of, the
      consummation of a transaction referred to in this Section 13, shares of
      Common Stock of such Principal Party at less than the Current Per Share Market
      Price or securities exercisable for, or convertible into, shares of Common
      Stock
      of such Principal Party at less than the Current Per Share Market Price (other
      than to holders of Rights pursuant to this Section 13) or (ii) providing
      for any special payment, tax or similar provisions in connection with the
      issuance of the shares of Common Stock of such Principal Party pursuant to
      the
      provisions of this Section 13, then, in such event, the Company shall not
      consummate any such transaction unless prior thereto the Company and such
      Principal Party shall have executed and delivered to the Rights Agent a
      supplemental agreement providing that the provision in question of such
      Principal Party shall have been cancelled, waived or amended, or that the
      authorized securities shall be redeemed, so that the applicable provision will
      have no effect in connection with, or as a consequence of, the consummation
      of
      the proposed transaction.




(e)  The
      provisions of this Section 13 shall similarly apply to successive mergers
      or consolidations or sales or other transfers. In the event that a Flip-Over
      Event shall occur at any time after the occurrence of a Flip-In Event, the
      Rights that have not theretofore been exercised shall thereafter be exercisable
      in the manner provided 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 that 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 Per Share
      Market Price of a whole Right.  For purposes of this Section 14(a),
      the Current Per Share Market Price of a whole Right shall be the closing price
      per whole Right on the Trading Day immediately prior to the date on which such
      fractional Rights would have been otherwise issuable.




(b)  The
      Company shall not be required to issue fractions of shares of Common Stock
      upon
      exercise of the Rights or to distribute certificates that evidence fractional
      shares of Common Stock.  In lieu of fractional shares of Common Stock,
      the Company shall pay to the registered holders of Rights Certificates at the
      time such Rights are exercised as herein provided an amount in cash equal to
      the
      same fraction of the Current Per Share Market Price of one share of Common
      Stock.




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




24


Section
      15.  Rights of Action.




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




(b)  after
      the occurrence of a Distribution Date, the Rights Certificates are transferable
      only on the registry books of the Rights Agent if surrendered at the office
      of
      the Rights Agent designated for such purpose, duly endorsed or accompanied
      by a
      proper instrument of transfer;




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




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




(e)  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 shall use commercially
      reasonably efforts to seek to have any such order, decree or ruling lifted
      or
      otherwise overturned as soon as practicable.




25




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 shares of Common Stock
      or any other securities of the Company that may at any time be issuable upon
      the
      exercise of the Rights represented thereby, nor shall anything contained in
      this
      Agreement 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), 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 this Agreement.




Section
      18.  Concerning the Rights Agent.




The
      Company agrees to pay to the Rights Agent reasonable compensation for all
      services rendered by it under this Agreement and, from time to time, on demand
      of the Rights Agent, its reasonable expenses and counsel fees and other
      disbursements incurred in the administration and execution of this Agreement
      and
      the exercise and performance of its duties hereunder.  The Company
      also agrees to indemnify the Rights Agent for, and to hold it harmless against,
      any loss, liability, or expense, incurred without gross negligence or willful
      misconduct on the part of the Rights Agent, for any action taken, suffered
      or
      omitted by the Rights Agent in connection with the execution, acceptance and
      administration of this Agreement and the exercise and performance of its duties,
      including the costs and expenses of defending against and appealing any claim
      of
      liability in the premises.  This indemnity shall survive the
      termination of this Agreement and the expiration of the Rights.  The
      costs and expenses incurred in enforcing this right of indemnification shall
      be
      paid by the Company.




The
      Rights Agent may conclusively rely upon and 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 and the exercise and
      performance of its duties hereunder in reliance upon any Rights Certificate
      or
      certificate for shares of Common Stock or for other securities of the Company,
      instrument of assignment or transfer, power of attorney, endorsement, affidavit,
      letter, notice, direction, consent, certificate, statement, or other paper
      or
      document believed by it to be genuine and to be signed, executed and, where
      necessary, verified or acknowledged, by the proper person or persons, or
      otherwise upon the advice of counsel as set forth in Section 20.




26




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




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




(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, all of which the Company and the
      holders of Rights Certificates, by their acceptance thereof, shall be bound,
      and
      no implied duties or obligations shall be read into this Agreement against
      the
      Rights Agent:




(a)  Before
      the Rights Agent acts or refrains from acting, it may consult with legal counsel
      of its choice (who may be legal counsel for the Company), and the advice or
      opinion of such counsel shall be full and complete authorization and protection
      to the Rights Agent as to any action taken, suffered or omitted by it in good
      faith and in accordance with such advice or opinion.




(b)  Whenever
      in the administration, exercise and performance of its duties under this
      Agreement the Rights Agent shall deem it necessary or desirable that any fact
      or
      matter be proved or established by the Company prior to taking, suffering or
      omitting any action hereunder, such fact or matter (unless other evidence in
      respect thereof be herein specifically prescribed) may be deemed to be
      conclusively proved and established by a certificate signed by any officer
      of
      the Company and delivered to the Rights Agent; and such certificate shall be
      full authorization to the Rights Agent for any action taken, suffered or omitted
      in good faith by it under the provisions of this Agreement in reliance upon
      such
      certificate.




27


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




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




(e)  The
      Rights Agent shall not be under any liability or responsibility in respect
      of
      the legality, validity or enforceability of this Agreement or the execution
      and
      delivery hereof (except the due execution by the Rights Agent) or in respect
      of
      the legality, validity or enforceability or the execution of any Rights
      Certificate (except its countersignature); nor shall it be liable or responsible
      for any breach by the Company of any covenant or condition contained in this
      Agreement or in any Rights Certificate; nor shall it be responsible for any
      change in the exercisability of the Rights (including, without limitation,
      the
      Rights becoming void pursuant to Section 11(a)(ii)) or any adjustment in the
      terms of the Rights (including, without limitation, the manner, method or amount
      thereof) provided for in Section 3, 11, 13, 23 or 24, or the ascertaining of
      the
      existence of facts that would require any such change or adjustment (except
      with
      respect to the exercise of Rights evidenced by Rights Certificates after receipt
      of the certificate described in Section 12); 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 other securities to be issued
      upon
      the exercise of any Rights or as to whether any such security will, when 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 administration, exercise and performance of its duties hereunder
      from any one officer of the Company, and to apply to such officer for advice
      or
      instructions in connection with its duties, and it shall not be responsible
      or
      liable for any action taken, suffered or omitted by it in good faith in
      accordance with instructions of any such officer or for any delay in acting
      while waiting for those instructions.  Any application by the Rights
      Agent for written instructions from the Company may, at the option of the Rights
      Agent, set forth in writing any action proposed to be taken or omitted by the
      Rights Agent under this Agreement and the date on and/or after which such action
      shall be taken or such omission shall be effective.  The Rights Agent
      shall not be liable for any action taken by, or omission of, the Rights Agent
      in
      accordance with a proposal included in any such application on or after the
      date
      specified in such application (which date shall not be less than five Business
      Days after the date any officer of the Company actually received such
      application, unless any such officer shall have consented in writing to an
      earlier date) unless, prior to taking any such action (or the effective date
      in
      the case of an omission), the Rights Agent shall have received written
      instructions in response to such application specifying the action to be taken
      or omitted.


(h)  The
        Rights Agent and any 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.






28


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




(j)  No
      provision of this Agreement shall require the Rights Agent to expend or risk
      its
      own funds or otherwise incur any financial liability in the performance of
      any
      of its duties hereunder or in the exercise of its rights if the Rights Agent
      in
      good faith believes 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 Rights Certificate surrendered to the Rights Agent for
      exercise, transfer, split up, combination or exchange, the certification on
      the
      form of assignment or form of election to purchase, as the case may be, that
      the
      Rights evidenced by the Rights Certificate are not owned by an Acquiring Person,
      or an Affiliate or Associate thereof, has either not been completed or in any
      manner indicates any other response thereto, the Rights Agent shall not take
      any
      further action with respect to such requested exercise, transfer, split up,
      combination or exchange, 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 thirty days’ notice in writing mailed to the
      Company and to each transfer agent of the Common Stock of the Company (as to
      which the Rights Agent has received prior written notice) by registered or
      certified mail, and the Company shall mail notice thereof to the holders of
      the
      Rights Certificates by first-class mail.  The Company may remove the
      Rights Agent or any successor Rights Agent upon thirty 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 Stock (as to which the Rights Agent has
      received prior written notice) by registered or certified mail, and to the
      holders of the Rights Certificates by first-class mail.  If the Rights
      Agent shall resign or be removed or shall otherwise become incapable of acting,
      the Company shall appoint a successor to the Rights Agent.  If the
      Company shall fail to make such appointment within a period of thirty 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 Rights Certificate (who shall, with such notice, submit such
      holder’s Rights Certificate for inspection by the Company), then the registered
      holder of any Rights Certificate may apply to any court of competent
      jurisdiction for the appointment of a new Rights Agent.  Any successor
      Rights Agent, whether appointed by the Company or by such a court, shall be
      a
      corporation organized and doing business under the laws of the United States
      or
      of any state of the United States, in good standing, authorized under such
      laws
      to exercise corporate trust or stock transfer powers, and subject to supervision
      or examination by federal or state authority and that has at the time of its
      appointment as Rights Agent a combined capital and surplus of at least $50
      million.  After appointment, the successor Rights Agent 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 Stock, and mail a notice thereof
      in
      writing to the registered holders of the Rights Certificates.  Failure to
      give any notice provided for in this Section 21, however, or any defect therein,
      shall not affect the legality or validity of the resignation or removal of
      the
      Rights Agent or the appointment of the successor Rights Agent, as the case
      may
      be.




29


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 of the Company
      following the Distribution Date and prior to the Expiration Date, the Company
      (a) shall, with respect to shares of Common Stock of the Company so issued
      or sold pursuant to the exercise of stock options or under any employee benefit
      plan or arrangement or upon the exercise, conversion or exchange of securities
      of the Company currently outstanding or issued at any time in the future by
      the
      Company and (b) may, in any other case, if deemed necessary or appropriate
      by the board of directors of the Company issue Rights Certificates representing
      the appropriate number of Rights in connection with such issuance or sale;
      *provided*, *however*, that (i) no such Rights Certificate
      shall be issued and this sentence shall be null and void abinitio
      if, and to the extent that, such issuance or this sentence would create a
      significant risk of or result in material adverse tax consequences to the
      Company or the Person to whom such Rights Certificate would be issued or would
      create a significant risk of or result in such options’ or employee plans’ or
      arrangements’ failing to qualify for otherwise available special tax treatment
      and (ii) no such Rights Certificate shall be issued if, and to the extent
      that, appropriate adjustment shall otherwise have been made in lieu of the
      issuance thereof.




Section
      23.  Redemption and Termination.




(a)  The
      Company may, at its option, upon action by the board of directors, at any time
      on or prior to the earlier of (i) the time a Person becomes an Acquiring Person
      and (ii) the Final Expiration Date, redeem all but not less than all the
      then outstanding Rights at a redemption price of $0.01 per Right, appropriately
      adjusted to reflect any stock split, stock dividend or similar transaction
      occurring after the date of this Agreement (such redemption price being
      hereinafter referred to as the “Redemption Price”), and the Company may,
      at its option, pay the Redemption Price either in cash, shares of Common Stock
      of the Company (based on the Current Per Share Market Price thereof at the
      time
      of redemption), or any other form of consideration deemed appropriate by its
      board of directors.  The redemption of the Rights upon action by the
      board of directors of the Company may be made effective at such time, on such
      basis and with such conditions as the board of directors of the Company in
      its
      sole discretion may establish.  Any such redemption will be effective
      immediately upon the action of the board of directors of the Company ordering
      the same, unless such action of the board of directors of the Company expressly
      provides that such redemption will be effective at a subsequent time or upon
      the
      occurrence or nonoccurrence of one or more specified events (in which case
      such
      redemption will be effective in accordance with the provisions of such action
      of
      the board of directors of the Company).




30


(b)  Immediately
      upon the effectiveness of the redemption of the Rights pursuant to Section
      23(a), and without any further action and without any notice, the right to
      exercise the Rights will terminate and the only right thereafter of the holders
      of Rights shall be to receive the Redemption Price.  The Company shall
      promptly give public notice of any such redemption; *provided*,
*however*, that the failure to give, or any defect in, any such
      notice
      shall not affect the validity of such redemption.  Within 10 days
      after the effectiveness of the redemption of the Rights, the Company shall
      give
      notice of such redemption to the Rights Agent and shall mail a notice of
      redemption to all the holders of the then outstanding Rights at their last
      addresses as they appear upon the registry books of the Rights Agent or, prior
      to the Distribution Date, on the registry books of the transfer agent for the
      Common Stock.  Any notice that is mailed in such manner shall be
      deemed given, whether or not the holder receives the notice.  Each
      notice of redemption will state the method by which the payment of the
      Redemption Price will be made.  Neither the Company nor any of its
      Affiliates or Associates may redeem, acquire or purchase for value any Rights
      at
      any time in any manner other than that specifically set forth in this Section
      23
      or in Section 24, and other than in connection with the purchase of shares
      of
      Common Stock prior to the Distribution Date.




(c)  Notwithstanding
      anything contained in this Agreement to the contrary, the Rights shall not
      be
      exercisable pursuant to Section 7(a) at any time when the Rights may be redeemed
      by action of the board of directors pursuant to Section 23(a).




Section
      24.  Exchange.




(a)  The
      Company, at its option, upon approval by its board of directors, at any time
      after any Person becomes an Acquiring Person, may exchange all or part of the
      then outstanding and exercisable Rights (which shall not include Rights that
      have become void pursuant to the provisions of Section 7(e) hereof) for shares
      of Common Stock at an exchange ratio equal to, subject to adjustment to reflect
      stock splits, stock dividends and similar transactions occurring after the
      date
      hereof, that number obtained by dividing the Purchase Price by the then Current
      Per Share Market Price of Common Stock on the earlier of (i) the date on which
      any Person becomes an Acquiring Person and (ii) the date on which a tender
      or
      exchange offer by any Person (other than the Company, any Subsidiary of the
      Company, any employee benefit plan maintained by the Company or any of its
      Subsidiaries or any trustee or fiduciary with respect to such plan acting in
      such capacity) is commenced within the meaning of Rule 14d-2(a) of the Exchange
      Act Regulations or any successor rule, if upon consummation thereof such Person
      would be the Beneficial Owner of 15% or more of the shares of Common Stock
      of
      the Company then outstanding (such exchange ratio being hereinafter referred
      to
      as the “Section 24(a) Exchange Ratio”).  Notwithstanding the
      foregoing, the Company may not effect such exchange at any time after any Person
      (other than the Company, any Subsidiary of the Company, any employee benefit
      plan maintained by the Company or any of its Subsidiaries, or any trustee or
      fiduciary with respect to such plan acting in such capacity), together with
      all
      Affiliates and Associates of such Person, becomes the Beneficial Owner of 50%
      or
      more of the shares of Common Stock of the Company then outstanding.




31


(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 Section 24(a) Exchange Ratio. 
The Company shall promptly give public notice of any such exchange;
*provided*, *however*, that the failure to give, or any defect in,
      such notice shall not affect the validity of such exchange.  The
      Company promptly shall mail a notice of any such exchange to all of the holders
      of such Rights at their last addresses as they appear upon the registry books
      of
      the Rights Agent.  Any notice that is mailed in the manner provided in
      this Agreement 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 shares of Common Stock for Rights will be effected and, in
      the
      event of any partial exchange, the number of Rights that will be
      exchanged.  Any partial exchange shall be effected pro
      rata**based on the number of Rights (other than Rights that have
      become void pursuant to the provisions of Section 7(e)) held by each holder
      of Rights.




(c)  In
        the
        event that the number of shares of Common Stock authorized by the Company’s
        certificate of incorporation but not outstanding or reserved for issuance
        for
        purposes other than upon exercise of the Rights is not sufficient to permit
        any
        exchange of Rights as contemplated in accordance with this Section 24, the
        Company shall take all such action as may be necessary to authorize additional
        shares of Common Stock for issuance upon exchange of the Rights or make adequate
        provision to substitute (1) cash, (2) Common Stock of the Company or other
        equity securities of the Company, (3) debt securities of the Company, (4)
        other
        assets, or (5) any combination of the foregoing, having an aggregate value
        equal
        to the aggregate Current Per Share Market Price of the shares of Common Stock
        that would otherwise be issuable in such exchange, all as determined by the
        board of directors of the Company (which determination shall be described
        in a
        statement filed with the Rights Agent and shall be conclusive and binding
        on the
        Rights Agent, the holders of the Rights and all other Persons).  To
        the extent that the Company determines that some action need be taken pursuant
        to Section 24(a), the board of directors of the Company may temporarily suspend
        the exercisability of the Rights for a period of up to sixty days following
        the
        date on which the event described in Section 24(a) shall have occurred, in
        order
        to seek any authorization of additional shares of Common Stock and/or to
        decide
        the appropriate form of distribution to be made pursuant to the above provision
        and to determine the value thereof.  In the event of any such
        suspension, the Company shall issue a public announcement stating that the
        exercisability of the Rights has been temporarily suspended.




32


Section
      25.  Notice of Certain Events.




(a)  In
      case the Company shall, at any time after the earlier to occur of a Distribution
      Date or a Stock Acquisition Date, propose (i) to pay any dividend payable
      in stock of any class to the holders of its Common Stock or to make any other
      distribution to the holders of its Common Stock (other than a regular quarterly
      cash dividend), (ii) to offer to the holders of its Common Stock rights or
      warrants to subscribe for or to purchase any additional shares of Common Stock
      or shares of stock of any class or any other securities, rights or options,
      (iii) to effect any reclassification of its Common Stock (other than a
      reclassification involving only the subdivision of outstanding Common Stock),
      (iv) to effect any consolidation or merger into or with any other Person (other
      than a Subsidiary of the Company in a transaction that complies with
      Section 11(o)), or to effect any sale or other transfer (or to permit one
      or more of its Subsidiaries to effect any sale or other transfer), in one or
      more transactions, of 50% or more of the assets or earning power of the Company
      and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect
      the liquidation, dissolution or winding up of the Company or (vi) to declare
      or
      pay any dividend on the Common Stock of the Company payable in shares of Common
      Stock of the Company or to effect a subdivision, combination or consolidation
      of
      the shares of Common Stock of the Company (by reclassification or otherwise
      than
      by payment of dividends in shares of Common Stock), then, in each such case,
      the
      Company shall give to each holder of a Rights Certificate, in accordance with
      Section 26, a notice of such proposed action that shall specify the record
      date
      for the purposes of such stock dividend, or distribution of rights or warrants,
      or the date on which such reclassification, consolidation, merger, sale,
      transfer, liquidation, dissolution, or winding up is to take place and the
      date
      of participation therein by the holders of the shares of Common Stock of the
      Company, 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 ten days
      prior to the record date for determining holders of the shares of Common Stock
      for purposes of such action, and in the case of any such other action, at least
      ten days prior to the date of the taking of such proposed action or the date
      of
      participation therein by the holders of the shares of Common Stock of the
      Company, whichever shall be the earlier.




(b)  In
      case a Flip-In Event shall occur, then the Company shall as soon as practicable
      thereafter give to each holder of a Rights Certificate, in accordance with
      Section 26, a notice of the occurrence of such event, which notice shall
      describe such event and the consequences of such event to holders of Rights
      under Section 11(a)(ii).  In the event any Person becomes an Acquiring
      Person, the Company will promptly notify the Rights Agent upon obtaining
      knowledge thereof.




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 by the Company with the
      Rights Agent) as follows:




33


Petroleum
      Development
      Corporation


120
      Genesis
      Boulevard


Bridgeport,
      West
      Virginia  26330


Attention:  General
      Counsel




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 sent by registered or certified
      mail and shall be deemed given upon receipt and addressed (until another address
      is filed in writing by the Rights Agent with the Company) as
      follows:





Transfer
      Online,
      Inc.


317
      SW Alder Street,
      2nd Floor


Portland,
      OR
      97204


Attention:  Legal




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




As
      long
      as the Rights are redeemable pursuant to Section 23, the Company may, in its
      sole and absolute discretion, and the Rights Agent shall, if the Company so
      directs, supplement or amend any provision of this Agreement (including, without
      limitation, Section 15) in any respect, without the approval of any holders
      of
      Rights, by action of its board of directors. At any time when the Rights are
      no
      longer redeemable pursuant to Section 23, the Company may, and the Rights Agent
      shall, if the Company so directs, from time to time supplement or amend any
      provision of this Agreement without the approval of any holders of Rights,
      by
      action of its board of directors in order (i) to cure any ambiguity,
      (ii) to correct or supplement any provision contained herein that may be
      defective or inconsistent with any other provisions herein, (iii) to
      shorten or lengthen any time period hereunder, or (iv) to change or
      supplement the provisions hereunder in any manner that the Company may deem
      necessary or desirable and that shall not adversely affect the interests of
      the
      holders of Rights Certificates (other than an Acquiring Person or an Affiliate
      or Associate of an Acquiring Person), including, without limitation, to change
      the Purchase Price, the Redemption Price, any time periods herein specified,
      and
      any other term hereof, 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 that would
      adversely affect the interests of the holders of Rights.  The
      foregoing notwithstanding, this Agreement may not be so supplemented or amended
      in any manner that would adversely affect the Rights Agent without the written
      consent of the Rights Agent.  Upon receipt of a certificate from an
      appropriate officer of the Company that the proposed supplement or amendment
      is
      consistent with this Section 27 and, after such time as any Person has become
      an
      Acquiring Person, that the proposed supplement or amendment does not adversely
      affect the interests of the holders of Rights, the Rights Agent shall execute
      such supplement or amendment.




34


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.




For
      all
      purposes of this Agreement, any calculation of the number of shares of Common
      Stock of the Company outstanding at any particular time, including, without
      limitation, for purposes of determining the particular percentage of such
      outstanding shares of Common Stock of the Company 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 Exchange Act.  The board of directors of the
      Company shall have the exclusive power and authority to administer this
      Agreement and to exercise all rights and powers specifically granted to the
      board of directors, or the Company, or as may be necessary or advisable in
      the
      administration of this Agreement, including, without limitation, the right
      and
      power to (i) interpret the provisions of this Agreement and (ii) make
      all determinations deemed necessary or advisable for the administration of
      this
      Agreement (including, without limitation, a determination to redeem or not
      redeem the Rights or to amend the Agreement).  All such actions,
      calculations, interpretations and determinations (including, without limitation,
      for purposes of clause (y) below, all omissions with respect to the foregoing)
      that are done or made by the board of directors of the Company in good faith
      (x) shall be final, conclusive and binding on the Company, the Rights
      Agent, the holders of the Rights Certificates and all other Persons and
      (y) shall not subject the board of directors of the Company to any
      liability to the holders of the Rights or any other Persons.




Section
      30.  Benefits of this Agreement.




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




Section
      31.  Severability.




If
      any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, void or unenforceable, the remainder
      of
      the terms, provisions, covenants and restrictions of this Agreement shall remain
      in full force and effect and shall in no way be affected, impaired or
      invalidated.




Section
      32.  Governing Law.




This
      Agreement and each 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 internal laws of the State
      of Delaware applicable to contracts to be made and performed entirely within
      such state, without regard to the choice-of-law or conflict-of-laws principles
      of any jurisdiction.




35


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 one and the same instrument.




Section
      34.  Descriptive Headings.




Descriptive
      headings of the several sections of this Agreement are inserted or convenience
      only and shall not affect the meaning or construction of any of the provisions
      of this Agreement.









[Signature
      page follows]




36





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





**PETROLEUM
              DEVELOPMENT CORPORATION:**By:
              _________________________________Name: _______________________________


Title:________________________________**TRANSFER
              ONLINE, INC.**By:_________________________________Name:_______________________________Title:________________________________











Exhibit
      A




Form
      of
      Rights Certificate




Certificate
      No.
      R-___                                                                                                                                          ________
      Rights




NOT
      EXERCISABLE AFTER SEPTEMBER 11, 2017 OR EARLIER IF REDEMPTION OR EXCHANGE
      OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT THE OPTION OF THE
      COMPANY AT $0.01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
      AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY
      AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS
      SUCH
      TERMS ARE 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 SUCH AGREEMENT]




Rights
      Certificate




PETROLEUM
      DEVELOPMENT CORPORATION




This
      certifies that _____________, or registered assigns, is the registered owner
      of
      the number of Rights set forth above, each of which entitles the owner thereof,
      subject to the terms, provisions and conditions of the Rights Agreement, dated
      as of September 11, 2007 (the “Rights Agreement”), between Petroleum
      Development Corporation., a Nevada corporation (the “Company”), and
      Transfer Online, Inc., as Right Agent (the “Rights Agent”), to purchase
      from the Company at any time after the Distribution Date (as such term is
      defined in the Rights Agreement) and prior to 5:00 p.m., New York City
      time, on September 11, 2017 at the office of the Rights Agent designated for
      such purpose, or at the office of its successor as Rights Agent, one fully
      paid
      non-assessable share of Common Stock, par value $0.01 per share (the “Common
      Stock”) of the Company, at a purchase price of $240 per share of Common
      Stock (the “Purchase Price”), upon presentation and surrender of this
      Rights Certificate with the Form of Election to Purchase duly
      executed.  The number of Rights evidenced by this Rights Certificate
      (and the number of shares of Common Stock that may be purchased upon exercise
      hereof) set forth above, and the Purchase Price set forth above, are the number
      and Purchase Price as of September 11, 2007 based on the Common Stock as
      constituted at such date.  As provided in the Rights Agreement, the
      Purchase Price and the number of shares of Common Stock that 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.




*
          The bracketed
          language is to be inserted in place of the preceding sentence where
          applicable.






A-1






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.  Copies of the Rights Agreement are on file at the
      principal executive offices of the Company.




This
      Rights Certificate, with or without other Rights Certificates, upon surrender
      at
      the office 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
      shares of Common 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 a redemption price of $0.01 per
      Right.




No
      fractional shares of Common Stock will be issued upon the exercise of any Rights
      or Rights evidenced hereby, but in lieu thereof a cash payment will be made,
      as
      provided in the Rights Agreement.




No
      holder
      of this Rights Certificate, as such, shall be entitled to vote or receive
      dividends or be deemed for any purpose the holder of shares of Common Stock
      or
      of any other securities of the Company that 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 Rights or Rights evidenced by this Rights Certificate shall have been
      exercised as provided in the Rights Agreement.






A-2


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




WITNESS
      the signature of the proper officers of the Company and its corporate
      seal.  Dated as of _______________, _____.




**PETROLEUM
                DEVELOPMENT CORPORATION**By:____________________________
              Name:__________________________
              Title:___________________________Countersigned:TRANSFER
                ONLINE, INC.,
              as Rights
                AgentBy:_____________________
              Authorized
                Signatory
              Name:_______________________
              Title:________________________





A-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.




DATED: _______________________ ,  ___




Signature




Signature
      Guaranteed:




Signatures
      must be guaranteed by a participant in a Securities Transfer Association Inc.
      recognized signature guarantee medallion program.




A-4


CERTIFICATE




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




Signature







NOTICE




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




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




A-5


**FORM
      OF ELECTION TO PURCHASE**




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




To
      PETROLEUM DEVELOPMENT CORPORATION




The
      undersigned hereby irrevocably elects to exercise

      Rights represented by this Rights Certificate to purchase the shares of Common
      Stock issuable upon the exercise of such Rights and requests that certificates
      for such Common Stock be issued in the name
      of:______________________________________________________









Please
      insert social security


or
      other
      identifying
      number __________________________________________________


(Please
      print name and address)




If
      such
      number of Rights shall not be all the Rights evidenced by this Rights
      Certificate, a new Rights Certificate for the balance remaining of such Rights
      shall be


registered in
      the name of and delivered to:
      ___________________________________________________________________








Please
      insert social security


or
      other
      identifying     __________________________________________________________________


(Please
      print name and
      address)




DATED:       ______________  , ____________




Signature


Signature
      Guaranteed:




Signatures
      must be guaranteed by a participant in a Securities Transfer Association Inc.
      recognized signature guarantee medallion program.




A-6


CERTIFICATE




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


Signature













NOTICE




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




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




A-7


ExhibitB




**PETROLEUM
      DEVELOPMENT CORPORATION**




**SUMMARY
      OF STOCKHOLDER RIGHTS PLAN**




On
      August
      28, 2007, the board of directors of Petroleum Development Corporation (the
      “Company”) declared a dividend distribution of one right for each
      outstanding share of our common stock to stockholders of record at the close
      of
      business on September 14, 2007.  Each Right entitles the registered
      holder to purchase from the Company one share of Common Stock, par value $0.01
      per share (the “Common Stock”), at a purchase price of $240 per share,
      subject to adjustment.  The description and terms of the Rights are
      set forth in a Rights Agreement (“Rights Agreement”) between the Company
      and Transfer Online, Inc., as Rights Agent.




Initially,
      the Rights will be attached to all 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 (the “Distribution Date”) will occur upon the date that
      is the earlier of




·
            ten
                days following a public announcement that a person or group of affiliated
                or associated persons (an “Acquiring Person”) has (subject to
                certain exceptions) acquired, or obtained the right to acquire, beneficial
                ownership of 15% or more of the outstanding shares of our common
                stock
                (the “Stock Acquisition Date”), other than as a result of
                repurchases of stock by the Company
                and




·
            ten
                days (or such later date as our board of directors shall determine)
                following the commencement of a tender offer or exchange offer that
                would
                result in a person or group beneficially owning 15% or more of such
                outstanding shares of our common
                stock.




Until
      the
      Distribution Date,




·
            the
                Rights will be evidenced by the common stock certificates and will
                be
                transferred with and only with such common stock
                certificates,




·
            new
                common stock certificates issued after the record date will contain
                a
                notation incorporating the Rights Agreement by reference
                and




·
            the
                surrender for transfer of any certificates for common stock outstanding
                will also constitute the surrender for transfer of the Rights associated
                with the common stock represented by the
                certificates.




The
      Rights are not exercisable until the Distribution Date and will expire at the
      close of business on September 11, 2017, unless earlier exercised, exchanged
      or
      redeemed by the Company as described below.




B-1




As
      soon
      as practicable after the occurrence of the Distribution Date, Rights
      certificates will be mailed to holders of record of our common stock as of
      the
      close of business on the Distribution Date and, thereafter, the separate Rights
      certificates alone will represent the Rights.  Except as otherwise
      determined by our board of directors, only shares of our common stock issued
      prior to the occurrence of the Distribution Date will be issued with
      Rights.




Generally,
      in the event that:




·
            any
                person becomes an Acquiring Person;




·
            an
                Acquiring Person (i) consummates with the Company or any of its
                subsidiaries (a) certain mergers, or (b) securities transactions
                or asset transactions that are valued at more than $10 million or
                are not
                on arm’s length terms and conditions, or (ii) receives any
                (a) compensation not related to full time employment by the Company
                or any of its subsidiaries or (b) loan, guarantee or tax benefit;
                or




·
            the
                securities of the Company are reclassified, the Company is recapitalized
                or undergoes a merger with one of its subsidiaries while an Acquiring
                Person exists;




each
      holder of a Right would thereafter have the right to receive, upon exercise,
      shares of 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.  Notwithstanding any of the foregoing, following the
      occurrence of any of the events set forth in the bullets 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 $240 per share, each Right not owned by an
      Acquiring Person (or by certain related parties) following an event set forth
      in
      the preceding paragraph would entitle its holder to purchase $480 worth of
      shares of Common Stock (or other consideration, as noted above) for
      $240.  Assuming that one share of our Common Stock had a per share
      value of $25 at such time and the exercise price were $100, the holder of each
      valid Right would be entitled to purchase 8 shares of Common Stock for
      $100.




In
      the
      event that, at any time following the occurrence of a Stock Acquisition Date,
      (i) we are acquired in a merger or other business combination transaction in
      which we are not the surviving corporation (other than a merger that follows
      an
      offer for all outstanding shares of common stock that our board of directors
      determines to be fair and otherwise in the best interests of the Company and
      its
      stockholders), or (ii) 50% or more of our assets, cash flow or earning power
      is
      sold or transferred, each holder of a Right (except Rights that previously
      have
      been exercised or voided) would 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 a person or group becomes an Acquiring Person and prior to the
      acquisition by such person or group of 50% or more of the outstanding common
      stock, our board of directors may exchange the Rights (other than Rights that
      are owned by the Acquiring Person and have become void), in whole or in part,
      at
      an exchange ratio of one share of common stock (or of a share of a class or
      series of our Common Stock having equivalent rights, preferences and privileges)
      per Right (subject to adjustment).


B-2




At
      any
      time until the occurrence of a Distribution Date, our board of directors may
      order the Company to redeem the Rights in whole, but not in part, at a price
      of
      $0.01 per Right (payable in cash, common stock or other consideration deemed
      appropriate by the board).  Immediately upon the action of the board
      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 redemption
      price.




Until
      a
      Right is exercised, the holder of a Right will have, by virtue of ownership
      of
      the Right, no rights as a stockholder of the Company, including, without
      limitation, any right to vote or to receive dividends.  While 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 Common Stock (or
      other consideration) of the Company or for common stock of the acquiring
      company.




Any
      of
      the provisions of the Rights Agreement may be amended by action of our board
      of
      directors prior to the time a person or group becomes an Acquiring
      Person.  Thereafter, the provisions of the Rights Agreement may be
      amended by our board of directors in order to cure any ambiguity, to make
      changes that do not adversely affect the interests of holders of Rights, or
      to
      shorten or lengthen any time period under the Rights Agreement.




A
      copy of
      the Rights Agreement has been filed with the Securities and Exchange Commission
      as an exhibit to a Current Report on Form 8-K.  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 actual terms and provisions of the Rights
      Agreement, which is incorporated herein by reference.




B-3