Common use of Distribution Date; Transfer of Rights Clause in Contracts

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to 15% or more (20% or more in certain limited circumstances) of the outstanding shares of the Common Stock or (ii) ten Business Days following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon consummation thereof, such person would be an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29, 2006, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten days following the date (the "“Shares Acquisition Date"”) of the public announcement that a person or group of affiliated or associated persons (an "“Acquiring Person"”) has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to 15or other voting securities (“Voting Stock”) that have 10% or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days business days following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 10% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "“Distribution Date"”), the Rights will be evidenced, with respect to any of the Company’s Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate. The term “beneficial owner” is defined in the Rights Agreement and includes, among other things, certain derivative or synthetic arrangements having characteristics of a long position in the Company’s Common Stock. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company’s Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company’s Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company’s Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("“Right Certificates"”) will be mailed to holders of record of the Company’s Common Stock as of the close Close of business Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close Close of business Business on July 2931, 20062018, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten days following the date (the "“Shares Acquisition Date"”) of the public announcement that a person or group of affiliated or associated persons (an "“Acquiring Person"”) has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to 15or other voting securities (“Voting Stock”) that have 10% or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days business days following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 10% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "“Distribution Date"”), the Rights will be evidenced, with respect to any of the Company’s Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company’s Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company’s Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company’s Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("“Right Certificates"”) will be mailed to holders of record of the Company’s Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business Business on July 2931, 20062008, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten calendar days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to 15or other voting securities ("Voting Stock") that have 10% or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days calendar days (or such later date as may be determined by action of the Board of Directors prior to the time any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person or group acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 10% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificatecertificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating the Rights Agreement by reference. Until Un- til the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29May 15, 20062009, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to 15or other voting securities ("Voting Stock") that have 10% or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days days following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 10% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29, 2006, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten calendar days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons persons, subject to certain exceptions (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to 15% or more other voting securities ("Voting Stock") that have 20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days calendar days (or such later date as may be determined by action of the Board of Directors prior to the time any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person or group acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 20% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificatecertificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights Agreement provides that, as defined therein, the term "Acquiring Person" shall not include any Xxxxxxx Stockholder. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 2931, 20062010, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten calendar days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons persons, subject to certain exceptions (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to 15% or more other voting securities ("Voting Stock") that have 20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days calendar days (or such later date as may be determined by action of the Board of Directors prior to the time any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person or group acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 20% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificatecertificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights Agreement provides that, as defined therein, the term "Acquiring Person" shall not include any Xxxxxx Stockholder or any person who or which, together with all affiliates and associates of such person, became the beneficial owner of Voting Stock having 20% or more of the voting power of the outstanding shares of Voting Stock prior to the date of the Rights Agreement provided that such person, together with all affiliates and associates of such person, does not acquire additional Voting Stock after the date of the Rights Agreement (other than pursuant to a stock split, stock dividend or similar transaction). The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29January 31, 20062008, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."

Distribution Date; Transfer of Rights. Until Initially, the earlier to occur of (i) ten days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or Rights associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of with the Common Stock equal to 15% or more (20% or more in certain limited circumstances) of the outstanding shares of the Common Stock or (ii) ten Business Days following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon consummation thereof, such person would be an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record DateDate will be evidenced solely by the certificates for shares of Common Stock, by such with a copy of this Summary of Rights attached thereto. Certificates for shares of Common Stock certificate. The Rights Agreement provides that, until delivered by or on behalf of the Company after the Record Date and prior to the earliest of the Distribution Date, redemption of the Rights will be transferred with or the Final Expiration Date, either upon transfer of outstanding shares, including certificates for shares of Common Stock which were reacquired by the Company and only with the then transferred, or original issuance of additional shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier Date, redemption or expiration of the Rights)Rights or the Final Expiration Date, the Rights may be transferred only with the associated shares of Common Stock and the surrender for transfer of any certificate for shares of the Common Stock certificates outstanding as Stock, with or without a notation and whether or not a copy of the Record Date will also this Summary of Rights is attached thereto, shall constitute the transfer of the Rights associated with the shares of Common Stock represented by such stock certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at separate from the close of business on July 29, 2006, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, have the right to receive, upon exercise, shares of Common Stock (or, in certain circumstances, cash, property or other securities of upon the Company) having a value equal earliest to two times the Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, occur of: (i) the Close of Business on the tenth Business Day after the first date on which there shall be, as determined by a majority of the Disinterested Directors (as hereinafter defined) then in office in their sole discretion, a public announcement by the Company is acquired in a merger or other business combination transaction, or any Person that such Person has become an Acquiring Person (as hereinafter defined); (ii) 50% the Close of Business on the tenth Business Day (or more such later Business Day as may be determined by action of the Company's assets Board) after the commencement by any Person (other than an Exempt Person) of, or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."first public announcement

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten calendar days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to or other voting securities ("Voting Stock") that have 15% or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days calendar days (or such later date as may be determined by action of the Board of Directors prior to the time any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person or group acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 15% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificatecertificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29December 17, 20062008, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten days Business Days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to 15% or more (20% or more in certain limited circumstances) of the outstanding shares of the Common Stock or (ii) ten Business Days following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon consummation thereof, such person would be an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29, 2006, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY Exercise of Rights for Shares of the Common Stock of the Company ---------------------------------------------------------------- In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY Exercise of Rights for Shares of the Acquiring Company ------------------------------------------------------ In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events." Adjustments to Purchase Price ----------------------------- The Purchase Price payable, and the number of shares of Preferred Stock (or Common Stock or other securities, as the case may be) issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a dividend of shares on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). Prior to the Distribution Date, the Board of Directors of the Company may make such equitable adjustments as it deems appropriate in the circumstances in lieu of any adjustment otherwise required by the foregoing. With certain exceptions, no adjustment in the Purchase Price will be required until the time at which cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Stock on the last trading date prior to the date of exercise. 57 Redemption and Exchange of Rights --------------------------------- At any time prior to 5:00 P.M. Akron time on the tenth day following the Shares Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Independent Directors. Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights with, if required, the concurrence of the Independent Directors, the Company shall make announcement thereof, and upon such action, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after the occurrence of any of the events set forth under the heading "Exercise of Rights for shares of the Common Stock of the Company" above, the Board of Directors may exchange the Rights (other than Rights owned by an Acquiring Person, which have become void), in whole or in part, at an exchange ratio of one share of the Common Stock, and/or other securities, cash or other property deemed to have the same value as one share of the Common Stock, per Right, subject to adjustment. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. Amendments to Terms of the Rights --------------------------------- Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, defect or inconsistency, or to make changes which do not adversely affect the interests of holders of Rights (excluding the interest of any Acquiring Person); provided, that no supplement or amendment may be made on or after the Distribution Date which changes those provisions relating to the principal economic terms of the Rights. The Board may also, with the concurrence of a majority of the Independent Directors, extend the redemption period for up to an additional twenty Business Days.

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten days Business Days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares Common Stock or other voting securities of the Common Stock equal to Company ("Voting Stock") that have 15% or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days (or such later time as may be specified by the Board of Directors of the Company and the Independent Directors) following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 15% or more of the voting power of the outstanding shares of Voting Stock of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 2928, 20062008, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY Exercise of Rights for Common Stock of the Company In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Distribution Date, each holder of a Right will, after the Distribution Date, will 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 Per Right Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the such event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY Exercise of Rights for Shares of the Acquiring Company In the event that, at any time following a Section 11(a)(ii) Eventthe Shares Acquisition Date, (i) the Company is acquired in a merger or other similar business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock Common Stock of the acquiring company having a value equal to two times the Per Right Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten calendar days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to or other voting securities ("Voting Stock") that have 15% or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days calendar days (or such later date as may be determined by action of the Board of Directors prior to the time any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person or group acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 15% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidencedrepresented, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificatecertificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing representing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence represent the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29April 12, 20062008, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten days Business Days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to 15% or more (20% or more in certain limited circumstances) of the outstanding shares of the Common Stock or (ii) ten Business Days following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon consummation thereof, such person would be an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29, 2006, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY Exercise of Rights for Shares of the Common Stock of the Company ---------------------------------------------------------------- In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY Exercise of Rights for Shares of the Acquiring Company ------------------------------------------------------ In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events." Adjustments to Purchase Price ----------------------------- The Purchase Price payable, and the number of shares of Preferred Stock (or Common Stock or other securities, as the case may be) issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a dividend of shares on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). Prior to the Distribution Date, the Board of Directors of the Company may make such equitable adjustments as it deems appropriate in the circumstances in lieu of any adjustment otherwise required by the foregoing. With certain exceptions, no adjustment in the Purchase Price will be required until the time at which cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Stock on the last trading date prior to the date of exercise. Redemption and Exchange of Rights --------------------------------- At any time prior to 5:00 P.M. Akron time on the tenth day following the Shares Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Independent Directors. Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights with, if required, the concurrence of the Independent Directors, the Company shall make announcement thereof, and upon such action, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after the occurrence of any of the events set forth under the heading "Exercise of Rights for shares of the Common Stock of the Company" above, the Board of Directors may exchange the Rights (other than Rights owned by an Acquiring Person, which have become void), in whole or in part, at an exchange ratio of one share of the Common Stock, and/or other securities, cash or other property deemed to have the same value as one share of the Common Stock, per Right, subject to adjustment. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. Amendments to Terms of the Rights --------------------------------- Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, defect or inconsistency, or to make changes which do not adversely affect the interests of holders of Rights (excluding the interest of any Acquiring Person); provided, that no supplement or amendment may be made on or after the Distribution Date which changes those provisions relating to the principal economic terms of the Rights. The Board may also, with the concurrence of a majority of the Independent Directors, extend the redemption period for up to an additional twenty Business Days.

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten calendar days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons persons, subject to certain exceptions (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to or other voting securities ("Voting Stock") that have 15% or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days calendar days (or such later date as may be determined by action of the Board of Directors prior to the time any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person or group acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 15% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificatecertificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights Agreement provides that, as defined therein, the term "Acquiring Person" shall not include any current beneficial owner of Voting Stock as of September 26, 2001, but only if such person does not acquire, and is not deemed under the Rights Agreement to have acquired, beneficial ownership of any additional Voting Stock. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29September 26, 20062003, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."

Distribution Date; Transfer of Rights. Until Initially, the earlier to occur of (i) ten days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or Rights associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of with the Common Stock equal to 15% or more (20% or more in certain limited circumstances) of the outstanding shares of the Common Stock or (ii) ten Business Days following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon consummation thereof, such person would be an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record DateDate will be evidenced solely by the certificates for shares of Common Stock, by such with a copy of this Summary of Rights attached thereto. Certificates for shares of Common Stock certificate. The Rights Agreement provides that, until delivered by or on behalf of the Company after the Record Date and prior to the earliest of the Distribution Date, redemption of the Rights will be transferred with or the Final Expiration Date, either upon transfer of outstanding shares, including certificates for shares of Common Stock which were reacquired by the Company and only with the then transferred, or original issuance of additional shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier Date, redemption or expiration of the Rights)Rights or the Final Expiration Date, the Rights may be transferred only with the associated shares of Common Stock and the surrender for transfer of any certificate for shares of the Common Stock certificates outstanding as Stock, with or without a notation and whether or not a copy of the Record Date will also this Summary of Rights is attached thereto, shall constitute the transfer of the Rights associated with the shares of Common Stock represented by such stock certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at separate from the close Common Stock upon the earliest to occur of: (i) the Close of business Business on July 29the tenth Business Day after the first date on which there shall be, 2006as determined by a majority of the Disinterested Directors then in office in their sole discretion, unless earlier redeemed or exchanged a public announcement by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event or any Person that a such Person becomes has become an Acquiring Person at any time following and (ii) the Rights Dividend Declaration Date, each holder Close of a Right will, Business on the tenth Business Day (or such later Business Day as may be determined by action of the Board) after the Distribution Datecommencement by any Person (other than an Exempt Person) of, have or the right first public announcement of the intention of any Person to receivecommence, a tender or exchange offer if, upon exerciseconsummation thereof, such Person would be the Beneficial Owner of 15% or more of the outstanding shares of Common Stock (orprovided, in certain circumstanceshowever, cashthat if such tender or exchange offer is canceled, property terminated or other securities otherwise withdrawn prior to the Distribution Date without the purchase of any Common Stock, such offer shall be deemed for purposes of the Company) having a value equal definition of "Distribution Date" never to two times the Purchase Price have been commenced or publicly announced). The earliest of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances dates specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, clause (i) is the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of "Distribution Date." After the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exerciseDistribution Date, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering EventsRights will be evidenced solely by separate certificates."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten calendar days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Class A Common Stock equal to or other voting securities ("Voting Stock") that have 15% or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days calendar days (or such later date as may be determined by action of the Board of Directors prior to the time any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person or group acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 15% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificatecertificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29January 31, 20062008, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to 15% or more (20% or more in certain limited circumstances) of the outstanding shares of the Common Stock or (ii) ten Business Days days following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon consummation thereof, such person would be an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Com- mon Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier ear- lier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right CertificatesCer- tificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29March 21, 2006, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY Exercise of Rights for Shares of the Common Stock of the Company_ In the event that a Person becomes an Acquiring Person Per- son at any time following the Rights Dividend Declaration Distribution Date, each holder of a Right will, after the Distribution Date, will thereafter have the right to receive, upon exerciseexer- cise, shares of the Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY Exercise of Rights for Shares of the Acquiring Company In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock ordinary shares of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph para- graph and in the preceding paragraph are referred to as the "Triggering Events."" Adjustments to Purchase Price The Purchase Price payable, and the number of shares of the Common Stock (or other securities, as the case may be) issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a dividend of shares on, or a subdivision, combination or reclas- sification of, the Common Stock, (ii) upon the grant to holders of the Common Stock of certain rights or warrants to subscribe for shares of the Common Stock or convertible securities at less than the current market price of the Common Stock or

Distribution Date; Transfer of Rights. Until Initially, the earlier to occur of (i) ten days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or Rights associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of with the Common Stock equal to 15% or more (20% or more in certain limited circumstances) of the outstanding shares of the Common Stock or (ii) ten Business Days following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon consummation thereof, such person would be an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record DateDate will be evidenced solely by the certificates for shares of Common Stock, by such with a copy of this Summary of Rights attached thereto. Certificates for shares of Common Stock certificate. The Rights Agreement provides that, until delivered by or on behalf of the Company after the Record Date and prior to the earliest of the Distribution Date, redemption of the Rights will be transferred with or the Final Expiration Date, either upon transfer of outstanding shares, including certificates for shares of Common Stock which were reacquired by the Company and only with the then transferred, or original issuance of additional shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier Date, redemption or expiration of the Rights)Rights or the Final Expiration Date, the Rights may be transferred only with the associated shares of Common Stock and the surrender for transfer of any certificate for shares of the Common Stock certificates outstanding as Stock, with or without a notation and whether or not a copy of the Record Date will also this Summary of Rights is attached thereto, shall constitute the transfer of the Rights associated with the shares of Common Stock represented by such stock certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at separate from the close Common Stock upon the earliest to occur of: (i) the Close of business Business on July 29the tenth Business Day after the first date on which there shall be, 2006as determined by a majority of the Disinterested Directors then in office in their sole discretion, unless earlier redeemed or exchanged a public announcement by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event or any Person that a such Person becomes has become an Acquiring Person at any time following Person; (ii) the Rights Dividend Declaration Date, each holder Close of a Right will, Business on the tenth Business Day (or such later Business Day as may be determined by action of the Board) after the Distribution Datecommencement by any Person (other than an Exempt Person) of, have or the right first public announcement of the intention of any Person to receivecommence, a tender or exchange offer if, upon exerciseconsummation thereof, such Person would be the Beneficial Owner of 15% or more of the outstanding shares of Common Stock (orprovided, in certain circumstanceshowever, cashthat if such tender or exchange offer is cancelled, property terminated or other securities otherwise withdrawn prior to the Distribution Date without the purchase of any Common Stock, such offer shall be deemed for purposes of the Companydefinition of "Distribution Date" never to have been commenced or publicly announced); and (iii) having the Close of Business on the tenth Business Day after a value equal to two times the Purchase Price determination by at least a majority of the Right then in effect. Notwithstanding any Disinterested Directors who are not officers of the foregoing, following the occurrence Company that a Person has become an Adverse Person. The earliest of the event set forth in this paragraph, all Rights that are, or (under certain circumstances dates specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, clauses (i) the Company is acquired in a merger or other business combination transaction), or (ii) 50% or more of and (iii) is the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have "Distribution Date." After the right to receive, upon exerciseDistribution Date, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering EventsRights will be evidenced solely by separate certificates."

Distribution Date; Transfer of Rights. Until Initially, the earlier to occur of (i) ten days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or Rights associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of with the Common Stock equal to 15% or more (20% or more in certain limited circumstances) of the outstanding shares of the Common Stock or (ii) ten Business Days following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon consummation thereof, such person would be an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record DateDate will be evidenced solely by the certificates for shares of Common Stock, by such with a copy of this Summary of Rights attached thereto. Certificates for shares of Common Stock certificate. The Rights Agreement provides that, until delivered by or on behalf of the Company after the Record Date and prior to the earliest of the Distribution Date, redemption of the Rights will be transferred with or the Final Expiration Date, either upon transfer of outstanding shares, including certificates for shares of Common Stock which were reacquired by the Company and only with the then transferred, or original issuance of additional shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier Date, redemption or expiration of the Rights)Rights or the Final Expiration Date, the Rights may be transferred only with the associated shares of Common Stock and the surrender for transfer of any certificate for shares of the Common Stock certificates outstanding as Stock, with or without a notation and whether or not a copy of the Record Date will also this Summary of Rights is attached thereto, shall constitute the transfer of the Rights associated with the shares of Common Stock represented by such stock certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at separate from the close Common Stock upon the earliest to occur of: (i) the Close of business Business on July 29the tenth Business Day after the first date on which there shall be, 2006as determined by a majority of the Disinterested Directors (as hereinafter defined) then in office in their sole discretion, unless earlier redeemed or exchanged a public announcement by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event or any Person that a such Person becomes has become an Acquiring Person at any time following (as hereinafter defined); (ii) the Rights Dividend Declaration Date, each holder Close of a Right will, Business on the tenth Business Day (or such later Business Day as may be determined by action of the Board) after the Distribution Datecommencement by any Person (other than an Exempt Person) of, have or the right first public announcement of the intention of any Person to receivecommence, a tender or exchange offer if, upon exerciseconsummation thereof, such Person would be the Beneficial Owner of 20% or more of the outstanding shares of Common Stock (orprovided, in certain circumstanceshowever, cashthat if such tender or exchange offer is cancelled, property terminated or other securities otherwise withdrawn prior to the Distribution Date without the purchase of any Common Stock, such offer shall be deemed for purposes of the Companydefinition of "Distribution Date" never to have been commenced or publicly announced); and (iii) having the Close of Business on the tenth Business Day after a value equal to two times the Purchase Price determination by at least a majority of the Right then in effect. Notwithstanding any Disinterested Directors who are not officers of the foregoing, following the occurrence Company that a Person has become an Adverse Person (as hereinafter defined). The earliest of the event set forth in this paragraph, all Rights that are, or (under certain circumstances dates specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, clauses (i) the Company is acquired in a merger or other business combination transaction), or (ii) 50% or more of and (iii) is the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have "Distribution Date." After the right to receive, upon exerciseDistribution Date, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering EventsRights will be evidenced solely by separate certificates."

Distribution Date; Transfer of Rights. Until 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 will occur upon the earlier to occur of (i) ten calendar days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to fifteen percent (15% %) or more (20% or more in certain limited circumstances) of the outstanding shares of Common Shares (the Common Stock "Share Acquisition Date") or (ii) ten Business Days calendar days (or such later date as may be determined by action of the Board of Directors prior to the time any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or public announcement of an intention intent to make commence, a tender offer or exchange offer if, upon the consummation thereof, such of which would result in the beneficial ownership by a person would be an Acquiring Person or group of fifteen percent (15%) or more of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate. The Rights Agreement provides that, until Until the Distribution Date, the Rights will be evidenced by the Common Share certificates and will be transferred with and only with the such Common StockShare certificates. Until the Distribution Date (or earlier redemption or expiration of the Rights), new New Common Stock Share certificates issued after the Record Date upon transfer or new issuance of the common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights)Date, the surrender for transfer of any of the certificates representing outstanding Common Stock certificates outstanding as of the Record Date Shares also will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. Any person or group owning in excess of 15% of the outstanding Common Shares as of March 31, 1999, shall only trigger the effects referred to above if such person increases its ownership of Common Shares to 10% or more greater than the beneficial ownership of Common Shares of such Person on such date. As soon as practicable following the Distribution Date, separate certificates evidencing representing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence represent the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29March 31, 20062009 (the "Final Expiration Date"), unless the Final Expiration Date is extended or the Right Certificates are earlier redeemed or exchanged by the Company Company, as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY Each Right generally will entitle the holder to purchase one one-thousandth (1/1,000th) of a Preferred Share of the Company at a price of $55.00. Exercise of Rights for Common Stock of the Company ("Flip-In" Provision) ------------------------------------------------------------------------ In the event that a Person that, following the Distribution Date, any person or group becomes an Acquiring Person at any time following the Rights Dividend Declaration DatePerson, each holder of a Right will, after the Distribution Date, will thereafter have the right to receive, upon exercise, shares of Common Stock (or, in certain circumstances, cash, property or other securities of the Company) Shares having a market value equal to two times the Purchase Price of the Right then in effectRight. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraphonce any person or group becomes an Acquiring Person, all Rights that are, are or (under certain circumstances specified in the Rights Agreement) were, were beneficially owned by any such Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY For example, at an exercise price of $55.00 per Right, each Right not owned by an Acquiring Person would entitle its holder to purchase $110.00 worth of Common Stock for $55.00. Assuming that the Common Stock had a per share value of $27.50 on the date upon which such person or group became an Acquiring Person, the holder of each valid right would be entitled to purchase four (4) shares of Common Stock for $55.00. Exercise of Rights for Shares of the Acquiring Company ("Flip-Over" Provision) ------------------------------------------------------------------------------ In the event that, at any time following a Section 11(a)(ii) Eventthe Distribution Date, (i) the Company is acquired in a merger or other business combination transactiontransaction in which the Company is not the surviving corporation, or (ii) 50% or more of the Company's consolidated assets or earning power is sold or transferred, then each holder of a Right (except Rights which previously have been voided as set forth abovein the preceding paragraph) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering EventsRight."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to 15% or more (20% or more in certain limited circumstances) of the outstanding shares of the Common Stock or (ii) ten Business Days days following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon consummation thereof, such person would be an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29March 21, 2006, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY Exercise of Rights for Shares of the Common Stock of the Company_ In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Distribution Date, each holder of a Right will, after the Distribution Date, will thereafter have the right to receive, upon exercise, shares of the Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY Exercise of Rights for Shares of the Acquiring Company In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock ordinary shares of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as the "Triggering Events." Adjustments to Purchase Price The Purchase Price payable, and the number of shares of the Common Stock (or other securities, as the case may be) issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a dividend of shares on, or a subdivision, combination or reclassification of, the Common Stock, (ii) upon the grant to holders of the Common Stock of certain rights or warrants to subscribe for shares of the Common Stock or convertible securities at less than the current market price of the Common Stock or (iii) upon the distribution to holders of the Common Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in the Common Stock) or of subscription rights or warrants (other than those referred to above). Prior to the Distribution Date, the Board of Directors of the Company may make such equitable adjustments as it deems appropriate in the circumstances in lieu of any adjustment otherwise required by the foregoing. With certain exceptions, no adjustment in the Purchase Price will be required until the earlier of (i) three years from the date of the event giving rise to such adjustment or (ii) the time at which cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Stock on the last trading date prior to the date of exercise. Redemption and Exchange of Rights At any time prior to 5:00 P.M. New York City time on the tenth day following the Shares Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Independent Directors. Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights with, if required, the concurrence of the Independent Directors, the Company shall make announcement thereof, and upon such action, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after the occurrence of any of the events set forth under the heading "Exercise of Rights for shares of the Common Stock of the Company" above, the Board of Directors may exchange the Rights (other than Rights owned by an Acquiring Person, which have become void), in whole or in part, at an exchange ratio of one share of the Common Stock, and/or other securities, cash or other assets deemed to have the same value as one share of the Common Stock, per Right, subject to adjustment. Until the Rights are exercised or exchanged for shares of the Common Stock, the holders thereof, as such, will have no rights as shareholders of the Company, including, without limitation, the right to vote or to receive dividends.

Distribution Date; Transfer of Rights. Until Initially, the earlier to occur of (i) ten days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or Rights associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of with the Common Stock equal to 15% or more (20% or more in certain limited circumstances) of the outstanding shares of the Common Stock or (ii) ten Business Days following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon consummation thereof, such person would be an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record DateDate will be evidenced solely by the certificates for shares of Common Stock, by such with a copy of this Summary of Rights attached thereto. Certificates for shares of Common Stock certificate. The Rights Agreement provides that, until delivered by or on behalf of the Company after the Record Date and prior to the earliest of the Distribution Date, redemption of the Rights will be transferred with or the Final Expiration Date, either upon transfer of outstanding shares, including certificates for shares of Common Stock which were reacquired by the Company and only with the then transferred, or original issuance of additional shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier Date, redemption or expiration of the Rights)Rights or the Final Expiration Date, the Rights may be transferred only with the associated shares of Common Stock and the surrender for transfer of any certificate for shares of the Common Stock certificates outstanding as Stock, with or without a notation and whether or not a copy of the Record Date will also this Summary of Rights is attached thereto, shall constitute the transfer of the Rights associated with the shares of Common Stock represented by such stock certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at separate from the close of business on July 29, 2006, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, have the right to receive, upon exercise, shares of Common Stock (or, in certain circumstances, cash, property or other securities of upon the Company) having a value equal earliest to two times the Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, occur of: (i) the Close of Business on the tenth Business Day after the first date on which there shall be, as determined by a majority of the Disinterested Directors (as hereinafter defined) then in office in their sole discretion, a public announcement by the Company is acquired in a merger or other business combination transaction, or any Person that such Person has become an Acquiring Person (as hereinafter defined); (ii) 50% the Close of Business on the tenth Business Day (or more such later Business Day as may be determined by action of the Company's assets Board) after the commencement by any Person (other than an Exempt Person) of, or earning power is sold the first public announcement of the intention of any Person to commence, a tender or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receiveexchange offer if, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."consummation

Distribution Date; Transfer of Rights. Until Initially, the earlier to occur of (i) ten days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or Rights associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of with the Common Stock equal to 15% or more (20% or more in certain limited circumstances) of the outstanding shares of the Common Stock or (ii) ten Business Days following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon consummation thereof, such person would be an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record DateDate will be evidenced solely by the certificates for shares of Common Stock, by such with a copy of this Summary of Rights attached thereto. Certificates for shares of Common Stock certificate. The Rights Agreement provides that, until delivered by or on behalf of the Company after the Record Date and prior to the earliest of the Distribution Date, redemption of the Rights will be transferred with or the Final Expiration Date, either upon transfer of outstanding shares, including certificates for shares of Common Stock which were reacquired by the Company and only with the then transferred, or original issuance of additional shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier Date, redemption or expiration of the Rights)Rights or the Final Expiration Date, the Rights may be transferred only with the associated shares of Common Stock and the surrender for transfer of any certificate for shares of the Common Stock certificates outstanding as Stock, with or without a notation and whether or not a copy of the Record Date will also this Summary of Rights is attached thereto, shall constitute the transfer of the Rights associated with the shares of Common Stock represented by such stock certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at separate from the close Common Stock upon the earliest to occur of: (i) the Close of business Business on July 29the tenth Business Day after the first date on which there shall be, 2006as determined by a majority of the Disinterested Directors (as hereinafter defined) then in office in their sole discretion, unless earlier redeemed or exchanged a public announcement by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event or any Person that a such Person becomes has become an Acquiring Person at any time following (as hereinafter defined); (ii) the Rights Dividend Declaration Date, each holder Close of a Right will, Business on the tenth Business Day (or such later Business Day as may be determined by action of the Board) after the Distribution Datecommencement by any Person (other than an Exempt Person) of, have or the right first public announcement of the intention of any Person to receivecommence, a tender or exchange offer if, upon exerciseconsummation thereof, such Person would be the Beneficial Owner of 15% or more of the outstanding shares of Common Stock (orprovided, in certain circumstanceshowever, cashthat if such tender or exchange offer is cancelled, property terminated or other securities otherwise withdrawn prior to the Distribution Date without the purchase of any Common Stock, such offer shall be deemed for purposes of the Companydefinition of "Distribution Date" never to have been commenced or publicly announced); and (iii) having the Close of Business on the tenth Business Day after a value equal to two times the Purchase Price determination by at least a majority of the Right then in effect. Notwithstanding any Disinterested Directors who are not officers of the foregoing, following the occurrence Company that a Person has become an Adverse Person (as hereinafter defined). The earliest of the event set forth in this paragraph, all Rights that are, or (under certain circumstances dates specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, clauses (i) the Company is acquired in a merger or other business combination transaction), or (ii) 50% or more of and (iii) is the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have "Distribution Date." After the right to receive, upon exerciseDistribution Date, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering EventsRights will be evidenced solely by separate certificates."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten calendar days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to or other voting securities ("Voting Stock") that have 15% or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days calendar days (or such later date as may be determined by action of the Board of Directors prior to the time any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 15% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificatecertificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29October 19, 20062007, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY Exercise of Rights for Common Stock of the Company -------------------------------------------------- In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration DatePerson, each holder of a Right will, after the Distribution Date, will 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 Purchase Price exercise price of the Right then in effectRight. Notwithstanding any of the foregoing, following the occurrence of any of the event events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY Exercise of Rights for Shares of the Acquiring Company ------------------------------------------------------ In the event that, at any time following a Section 11(a)(ii) Eventthe Shares Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Exercise Price of the Right. Adjustments to Purchase Price ----------------------------- The Purchase Price payable, and the number of shares of Preferred Stock (or Common Stock or other securities, as the case may be) issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until the earlier of (i) three years from the date of the event giving rise to such adjustment and (ii) the time at which cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares will be issued (other than fractional shares which are integral multiples of one one-hundredth of a share of Preferred Stock) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Redemption and Exchange of Rights --------------------------------- At any time after the occurrence of the event set forth under the heading "Exercise of Rights for Common Stock of the Company" above, the Board of Directors (with the concurrence of a majority of the Independent Directors) may exchange the Rights (other than Rights owned by the Acquiring Person which shall have become void), in whole or in part, at an exchange ratio of one share of Common Stock (or a fraction of a share of Preferred Stock having the same market value) per Right then (subject to adjustment). At any time prior to 5:00 P.M. New York City time on the tenth calendar day following the Shares Acquisition Date, the Company may redeem the Rights in effectwhole, but not in part, at a price of $.001 per Right (the "Redemption Price"). The events Under certain circumstances set forth in this paragraph the Rights Agreement, the decision to redeem shall require that there be Independent Directors in office and that a majority of the Independent Directors concur in such decision. Immediately upon the preceding paragraph are referred action of the Board of Directors of the Company electing to as "Triggering Eventsredeem the Rights with, if required, the concurrence of the Independent Directors, the Company shall make announcement thereof, and upon such action, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten calendar days following the date (the "“Shares Acquisition Date"”) of the public announcement that a person or group of affiliated or associated persons (an "“Acquiring Person"”) has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to or other voting securities (“Voting Stock”) that have 15% or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days calendar days (or such later date as may be determined by action of the Board of Directors prior to the time any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person or group acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 15% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "“Distribution Date"”), the Rights will be evidenced, with respect to any of the Company’s Common Stock certificates outstanding as of the Record Date, by such Common Stock certificatecertificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company’s Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company’s Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company’s Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("“Right Certificates"”) will be mailed to holders of record of the Company’s Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29June 22, 20062012, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten calendar days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Class A Common Stock equal to or other voting securities ("Voting Stock") that have 15% or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days calendar days (or such later date as may be determined by action of the Board of Directors prior to the time any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person or group acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 15% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificatecertificates. The Amended and Restated Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating the Amended and Re- stated Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29January 31, 20062009, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY Exercise of Rights for Common Stock of the Company -------------------------------------------------- In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration DatePerson, each holder of a Right will, after the Distribution Date, will thereafter have the right to receive, upon exercise, shares of Class A Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the Purchase Price of the Right then in effectRight. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Amended and Restated Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY Exercise of Rights for Shares of the Acquiring Company ------------------------------------------------------ In the event that, at any time following a Section 11(a)(ii) Eventthe Shares Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering EventsRight."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten calendar days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons persons, subject to certain exceptions (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to 15% or more other voting securities ("Voting Stock") that have 20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days calendar days (or such later date as may be determined by action of the Board of Directors prior to the time any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person or group acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 20% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificatecertificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of the Record Date or issued thereafter will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights Agreement provides that, as defined therein, the term "Acquiring Person" shall not include Linda H. Chowdry (and certain related Persons) who currently beneficiallx xxx Xxxxxx Xxxck in excess of 45% of the voting power. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 292, 20062011, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten calendar days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to or other voting securities ("Voting Stock") that have 15% or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days calendar days (or such later date as may be determined by action of the Board of Directors prior to the time any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 15% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificatecertificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Dis- tribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29October 19, 20062007, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten calendar days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to or other voting securities ("Voting Stock") that have 15% or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days calendar days (or such later date as may be determined by action of the Board of Directors prior to the time any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 15% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificatecertificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29June 8, 20062008, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten calendar days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to 15or other voting securities ("Voting Stock") that have 10% or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days calendar days (or such later date as may be determined by action of the Board of Directors prior to the time any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 10% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificatecertificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating in- corporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29, 20062007, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to 15% or more (20% or more in certain limited circumstances) of the outstanding shares of the Common Stock or (ii) ten Business Days following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon consummation thereof, such person would be an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29June 1, 20062004, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY Exercise of Rights for Shares of the Common Stock of the Company In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY Exercise of Rights for Shares of the Acquiring Company In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events." Adjustments to Purchase Price The Purchase Price payable, and the number of shares of Preferred Stock (or Common Stock or other securities, as the case may be) issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a dividend of shares on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). Prior to the Distribution Date, the Board of Directors of the Company may make such equitable adjustments as it deems appropriate in the circumstances in lieu of any adjustment otherwise required by the foregoing. With certain exceptions, no adjustment in the Purchase Price will be required until the time at which cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Stock on the last trading date prior to the date of exercise. Redemption and Exchange of Rights At any time prior to 5:00 P.M. Akron time on the tenth day following the Shares Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Independent Directors. Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights with, if required, the concurrence of the Independent Directors, the Company shall make announcement thereof, and upon such action, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after the occurrence of any of the events set forth under the heading "Exercise of Rights for shares of the Common Stock of the Company" above, the Board of Directors may exchange the Rights (other than Rights owned by an Acquiring Person, which have become void), in whole or in part, at an exchange ratio of one share of the Common Stock, and/or other securities, cash or other property deemed to have the same value as one share of the Common Stock, per Right, subject to adjustment. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends.

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten calendar days following the date (the "“Shares Acquisition Date"”) of the public announcement that a person or group of affiliated or associated persons (an "“Acquiring Person"”) has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to or other voting securities (“Voting Stock”) that have 15% or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days calendar days (or such later date as may be determined by action of the Board of Directors prior to the time any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 15% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "“Distribution Date"”), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificatecertificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("“Right Certificates"”) will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29June 9, 20062018, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten calendar days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to 15or other voting securities ("Voting Stock") that have 10% or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days calendar days (or such later date as may be determined by action of the Board of Directors prior to the time any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 10% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificatecertificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating in- corporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29JULY 31, 20062007, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten calendar days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons persons, subject to certain exceptions (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to 15or other voting securities ("Voting Stock") that have 33 1/3% or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days calendar days (or such later date as may be determined by action of the Board of Directors prior to the time any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person or group acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 33 1/3% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificatecertificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of the Record Date or issued thereafter will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights Agreement provides that, as defined therein, the term "Acquiring Person" shall not include Xxxxxx X. Xxxxxxxxx (and certain related Persons) who currently beneficially own Voting Stock in excess of 50% of the voting power. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29October 31, 20062010, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY Exercise of Rights for Common Stock of the Company -------------------------------------------------- In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration DatePerson, each holder of a Right will, after the Distribution Date, will thereafter have the right to receive, upon exercise, shares of Class A Common Stock for Rights issued with respect to Class A Common Stock and Class B Common Stock for Rights issued with respect to Class B Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the Purchase Price of the Right then in effectRight. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY Exchange of Rights ------------------ At any time after the occurrence of the event set forth under the heading "Exercise of Rights for Common Stock of the Company" above, the Board of Directors may exchange the Rights (other than Rights owned by the Acquiring Person which shall have become void), in whole or in part, at an exchange ratio of one share of Class A Common Stock (or a fraction of a share of Junior Preferred Stock having the same market value) per Class A Right (subject to adjustment) and one share of Class B Common Stock (or a fraction of a share of Junior Preferred Stock having the same market value) per Class B Right (subject to adjustment). Redemption of Rights -------------------- At any time prior to 5:00 P.M., New York City time, on the tenth calendar day following the Shares Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights, the Company shall make announcement thereof, and upon such action, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. Rights Holder Not a Stockholder ------------------------------- Until a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. Terms of the Junior Preferred Stock ----------------------------------- The Junior Preferred Stock will rank junior to all other series of the Company's preferred stock (including, but not limited to, the $5.00 Cumulative Convertible Preferred Stock) with respect to payment of dividends and as to distributions of assets in liquidation. Each share of Junior Preferred Stock will have a quarterly dividend rate per share equal to the greater of $10.00 or 1,000 times the per share amount of any dividend (other than a dividend payable in shares of Common Stock or a subdivision of the Common Stock) declared from time to time on the Class A Common Stock, subject to certain adjustments. The Junior Preferred Stock will not be redeemable. Generally, in the event of liquidation, the holders of each one one-thousandth of a share of the Junior Preferred Stock will receive a payment equivalent to that received by the holders of each share of Common Stock. Generally, each share of Junior Preferred Stock will vote together with the Common Stock and any other series of cumulative preferred stock entitled to vote in such manner and will be entitled to 1,000 votes, subject to certain adjustments. In the event thatof any merger, at consolidation, combination or other transaction in which shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or other property, each share of Junior Preferred Stock will be entitled to receive 1,000 times the aggregate amount of stock, securities, cash and/or other property, into which or for which each share of Common Stock is changed or exchanged, subject to certain adjustments. The foregoing dividend, voting and liquidation rights of the Junior Preferred Stock are protected against dilution in the event that additional shares of Common Stock are issued pursuant to a stock split or stock dividend or distribution. Because of the nature of the Junior Preferred Stock's dividend, voting, liquidation and other rights, the value of the one one-thousandth of a share of Junior Preferred Stock purchasable with each Right is intended to approximate the value of one share of Common Stock. Amendments to Terms of the Rights --------------------------------- Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any time following ambiguity, defect or inconsistency, or to make changes which do not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person). A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Section 11(a)(ii) EventRegistration Statement on Form 8 A dated ____, 2000. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference. EXHIBIT D SEQUA CORPORATION INCUMBENCY CERTIFICATE I, Xxxxxx X. Xxxxxx, do hereby certify that I am the Secretary of Sequa Corporation, a Delaware Corporation (the "Company"), and do further certify in such capacity that (i) the following named individuals are duly appointed officers of the Company is acquired in a merger or other business combination transactionwho hold the offices set forth opposite their names, or and (ii) 50% or more the signature opposite the name and title of the Company's assets or earning power each such officer is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph his true and in the preceding paragraph are referred to as "Triggering Events."correct signature: NAME OFFICE SIGNATURE ---- ------ ------------

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten days Business Days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares Common Stock or other voting securities of the Common Stock equal to Company ("Voting Stock") that have fifteen percent (15% %) or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days (or such later time as may be specified by the Board of Directors of the Company and the Independent Directors) following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having fifteen percent (15%) or more of the voting power of the outstanding shares of Voting Stock of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 2918, 20062011, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to 15or other voting securities ("Voting Stock") that have 10% or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days days following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 10% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Company's Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business Business on July 2931, 2006, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In Exercise of Rights for Common Stock of the event that a Person becomes an Acquiring Person Company -------------------------------------------------- Subject to redemption or exchange of the Rights, at any time following the Rights Dividend Declaration Distribution Date, each holder of a Right will, after the Distribution Date, will 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the such event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY Exercise of Rights for Shares of the Acquiring Company ------------------------------------------------------ In the event that, at any time following a Section 11(a)(ii) Eventthe Shares Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock Common Stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. Adjustments to Purchase Price ----------------------------- The events Purchase Price payable, and the number of shares of Common Stock (or other securities, as the case may be) issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) upon the grant to holders of the Common Stock of certain rights or warrants to subscribe for or purchase shares of the Common Stock or convertible securities at less than the then Current Market Price of the Common Stock or (iii) upon the distribution to holders of the Common Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in the Common Stock) or of subscription rights or warrants (other than those referred to above). Prior to the Distribution Date, the Board of Directors of the Company may make such equitable adjustments as it deems appropriate in the circumstances in lieu of any adjustment otherwise required by the foregoing. With certain exceptions, no adjustment in the Purchase Price will be required until the earlier of (i) three years from the date of the event giving rise to such adjustment or (ii) the time at which cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Common Stock will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Stock on the last trading date prior to the date of exercise. Redemption and Exchange of Rights --------------------------------- At any time prior to 5:00 P.M. Buffalo, New York time on the tenth day following the Shares Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). Under certain circumstances set forth in this paragraph the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Independent Directors. Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights with, if required, the concurrence of the Independent Directors, the Company shall make announcement thereof, and upon such action, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after the occurrence of the event set forth under the heading "Exercise of Rights for Common Stock of the Company" above, the Board of Directors may exchange the Rights (other than Rights owned by an Acquiring Person, which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, and/or other securities, cash or other assets deemed to have the same value as one share of Common Stock, per Right, subject to adjustment. Until a Right is exercised or exchanged for Common Stock, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the 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 the stock of the Acquiring Person as set forth above, or are exchanged as provided in the preceding paragraph are referred paragraph. Amendments to as "Triggering EventsTerms of the Rights --------------------------------- Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company without the consent of the holders of the Rights prior to the Distribution Date. Thereafter, the provisions of the Rights Agreement may be amended by the Board of Directors in order to cure any ambiguity, defect or inconsistency, or to make changes which do not adversely affect the interests of holders of Rights (excluding the interest of any Acquiring Person); provided, however, that no supplement or amendment may be made on or after the Distribution Date which changes those provisions relating to the principal economic terms of the Rights. The Board of Directors may also, with the concurrence of a majority of the Independent Directors, extend the redemption period for up to an additional 20 days."

Distribution Date; Transfer of Rights. Until the earlier to occur of (i) ten days Business Days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons persons, subject to certain exceptions (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to or other voting securities ("Voting Stock") that have 15% or more (20% or more in certain limited circumstances) of the voting power of the outstanding shares of the Common Voting Stock or (ii) ten Business Days (or such later date as may be determined by action of the Board of Directors prior to the time any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon the consummation thereof, of which would result in such person would be an Acquiring Person or group acquiring, or obtaining the right to acquire, beneficial ownership of Voting Stock having 15% or more of the voting power of the outstanding shares of Voting Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Company's Common Stock certificates outstanding as of the Record Date, by such Common Stock certificatecertificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Company's Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights Agreement provides that, as defined therein, the term "Acquiring Person" shall not include any Heartland Stockholder and any Metaldyne Stockholder. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 29[ ], 20062014, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, 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 Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events."