Common use of Exercise of Rights; Purchase Price; Expiration Date Clause in Contracts

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------ (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each share of Common Stock as to which the Rights are exercised, at or prior to the earlier of (i) the close of business on October 13, 2005 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof, or (iii) the time at which such Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration Date"). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the Purchase Price for each share of Common Stock pursuant to the exercise of a Right shall initially be $375, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price per one share of Common Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Certificate in cash, or by certified check, cashier's check or bank draft payable to the order of the Company, the Rights Agent shall, subject to Section 18 (j) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock (or make available, if the Rights Agent is the transfer agent) certificates for the total number of shares of Common Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Common Stock as are to be purchased (in which case certificates for the shares of Common Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder and (iv) after receipt thereof, promptly deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Continuing Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------. (a) Subject to Section 7(e) hereof, the registered The record holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the close of business on the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent in Chicago, Illinois, or at such other office of the Rights Agent as may be published from time to time by the Company, together with payment of the Purchase Price for each share the appropriate number of shares of Common Stock as to which the Rights are exercised, at or prior to the close of business on the earlier of (i) the close of business on October 13February 28, 2005 2006 (the "Final Expiration Date"), or (ii) the time at date on which the Rights are redeemed as provided in Section 23 hereof, or (iii) the time at which such Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest of (i), (ii), (iii) and (iv) earlier date being herein referred to as the "Expiration Date"); provided, however, that if the number of Rights exercised would entitle the holder thereof to receive any fraction of a share of Common Stock (subject to adjustment as provided in Section 11 or 13 hereof), the Company may at its option, in lieu of issuing fractional shares therefor, pay an amount in cash as determined in accordance with Section 14(b) hereof. (b) Each Right shall entitle the registered holder thereof Subject to purchase one share of Common Stockadjustment as provided herein, and the Purchase Price for each share of Common Stock pursuant to the exercise of a Right shall initially be $375, and ______. The Purchase Price in effect from time to time shall be subject to adjustment from time to time as provided in Sections Section 11 and or 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable RightsRight Certificate, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per one share of Common Stock for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered record holder of such the Rights Certificate pursuant hereto in cash, or by certified check, cashier's check or bank draft money order payable to the order of the Company, the Rights Agent shall, subject to Section 18 (j) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock (or make available, if of the Rights Agent is the transfer agent) Company certificates for the total number of shares of Common Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Common Stock as are to be purchased (in which case certificates for the shares of Common Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder and (iv) after receipt thereof, promptly deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Continuing Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.,

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------. (a) Subject to Section 7(e) hereof), the registered holder of any Rights Right ------ Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) )), in whole or in part at any time after the Distribution Date Date, upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-hundredths of a share of Common Preferred Stock (or other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earlier of (i) the close Close of business Business on October 13, 2005 the tenth anniversary hereof (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof(the "Redemption Date"), or (iii) the time at which such Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration Date")24. (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each one one-hundredth of a share of Common Preferred Stock pursuant to the exercise of a Right shall initially be $375104, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof 13(a) and shall be payable in lawful money of the United States of America in accordance with America, subject to paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate on the reverse side thereof duly executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per one one-hundredth of a share of Common Preferred Stock (or other securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the registered holder of such Rights Right Certificate in cash, or accordance with Section 9(e) (as determined by certified check, cashier's check or bank draft payable to the order of the CompanyRights Agent), the Rights Agent shall, subject to Section 18 (j) hereof20(k), thereupon promptly (i) ) (A) requisition from any transfer agent of the shares of Common Preferred Stock (or make available, if the Rights Agent is the transfer agentagent for such shares) certificates for the total number of shares one one-hundredths of Common a share of Preferred Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares one one-hundredths of Common a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Common Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or or, upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder holder, and (iv) after receipt thereof, promptly deliver such cash, if any, to or upon the order of the registered holder of such Rights Right Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii)) may be made in cash or by certified or bank check or money order payable to the order of the Company. In the event that the Company is obligated to issue other securities (including shares of Common Stock) of the Company, pay cash and/or or distribute other property pursuant to Section 11(a) hereof), the Company will make all arrangements necessary so that such securities, cash and/or other securities or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement. The Company reserves the right to require, prior to the occurrence of a Triggering Event, that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon to the order of, of the registered holder of such Rights Certificate, registered in such name Right Certificate or names as may be designated by such holderto his duly authorized assigns, subject to the provisions of Section 14 hereof6 and Section 14. (e) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, from and after the first occurrence of a Section 11(a)(ii) any Triggering Event, any Rights beneficially owned by (i) an any Acquiring Person (or an any Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or AffiliateAffiliate of an Acquiring Person) who which becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or AffiliateAffiliate of an Acquiring Person) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or of such Associate or Affiliate) or to any Person with whom such the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights Rights, or (B) a transfer which a majority the Board of the Continuing Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become be null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall notify the Rights Agent when this Section 7(e) applies and shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but neither the Company nor the Rights Agent shall have no any liability to any holder of Rights Certificates or any other Person as a result of its the Company's failure to make any determinations determination under this Section 7(e) or such Section 4(b) with respect to an any Acquiring Person or its Affiliates, Associates or transferees hereundertransferees. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) properly completed and signed the certificate contained in following the form of assignment or election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such assignment or exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company and the Rights Agent shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------ (a) Subject to Section 7(e) hereof, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereofherein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal designated office of the Rights Agent, together with payment of the Purchase Price for each share of Common Stock one one-hundredth interest in a Preferred Share as to which the Rights are exercised, at or prior to the earlier earliest of (i) the close Close of business on October 13May 1, 2005 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof, hereof (the "Redemption Date") or (iii) the time at which such Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which . The Company shall provide the Rights expire pursuant to Agent with a prompt written notice of the occurrence of any of the events provided for in this Section 13(d) hereof (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration Date"7(a). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each share of Common Stock one one-hundredth interest in a Preferred Share pursuant to the exercise of a Right shall initially be $375, and shall 100 all be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per one share of Common Stock for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Right Certificate in cash, or accordance with Section 9 hereof by certified check, cashier's check or bank draft money order payable to the order of the Company, the Rights Agent shall, subject to Section 18 (j) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock (or make available, if the Rights Agent is the transfer agent) Preferred Shares certificates for the total number of shares of Common Stock Preferred Shares to be purchased purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of shares of Common Stock one one-hundredth interests in a Preferred Share as are to be purchased (in which case certificates for the shares of Common Stock Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) ), and the Company will direct hereby directs the depositary agent to comply with all such requestrequests, (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 1414 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt thereofreceipt, promptly deliver such cash, if any, cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other The provisions of this Section 7(c) shall apply whenever cash or securities (including such as Common StockShares) may be received in lieu of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such securities, cash and/or other property are available for distribution by Preferred Shares upon exercise of the Rights Agent, if and when appropriatesurrender of the Right Certificates. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, to the registered holder of such Rights Certificate, registered in such name Right Certificate or names as may be designated by such holderto his duly authorized assigns, subject to the provisions of Section 14 hereof. . (e) Notwithstanding anything The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in this Agreement its treasury, the number of Preferred Shares that will be sufficient to permit the contrary, from and after the first occurrence exercise in full of a Section 11(a)(ii) Event, any all outstanding Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently accordance with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Continuing Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder7. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------. (a) Subject to Section 7(e) hereof, the registered holder of any Rights --------- Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereofherein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal designated office of the Rights Agent, together with payment of the aggregate Purchase Price for each share the total number of one one-hundredths of shares of Preferred Stock (or shares of Common Stock Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercisedthen exercisable, at or prior to the earlier earliest of (i) the close of business on October 13[ ], 2005 [2010]1 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed exchanged as provided in Section 23 hereof24, or (iii) the time at which such the Rights are exchanged (the "Exchange Date") redeemed as provided in Section 24 hereof, or 23 (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the such earliest of (i), (ii), (iii) and (iv) date being herein referred to as the "Expiration Date"). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each one one-hundredth of a share of Common Preferred Stock pursuant to the exercise of a Right shall initially be $375[ ], and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, executed and completed accompanied ________________________________ 1 Ten years from date of Agreement. by payment, with respect to each Right so exercised, payment of the Purchase Price per for the number of one share one-hundredths of shares of Preferred Stock (or shares of Common Stock Stock, other securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Certificate in cash, or by certified check, cashier's check or bank draft payable to the order of the Companygovernmental charge, the Rights Agent shallshall thereupon, subject to Section 18 (j) hereof20(k), thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Preferred Stock (or make available, if the Rights Agent is the transfer agent) certificates for the total number of one one-hundredths of shares of Common Preferred Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (Bii) if the Company shall have elected to deposit the total number of shares of Common Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Common Preferred Stock as are to be purchased (in which case certificates for the shares of Common Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct hereby directs the depositary agent to comply with such request, (iiiii) when necessary to comply with this Agreement, requisition from any transfer agent of the Common Stock of the Company certificates for the total number of shares of Common Stock to be paid in accordance with Section 11(a)(ii) and 11(a)(iii), (iv) when necessary to comply with this Agreement, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14, (iiiv) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder and (ivvi) when necessary to comply with this Agreement, after receipt thereofreceipt, promptly deliver such cash, if any, cash to or upon the order of the registered holder of such Right Certificate. The Rights CertificateAgent shall have no duty or obligation under the previous sentence of this Section 7(c) unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The payment of the then Purchase Price may be made by certified bank check or bank draft or money order payable to the order of the Company or the Rights Agent. In the event that the Company is obligated to issue other securities (including Common Stock) of the Companysecurities, distribute property or pay cash and/or distribute other property pursuant to Section 11(a11(a)(iii) hereof, the Company will make all arrangements necessary so that such securitiescash, cash and/or other property or securities are available for issuance, distribution or payment by the Rights Agent, if and when appropriatenecessary to comply with this Agreement. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, to the registered holder of such Rights Certificate, registered in such name Right Certificate or names as may be designated by such holderto his duly authorized assigns, subject to the provisions of Section 6 and Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and any Rights that are or were at any time on or after the first occurrence earlier of a Section 11(a)(ii) Event, any Rights the Distribution Date or the Shares Acquisition Date beneficially owned by (i) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes became such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such the Acquiring Person has any continuing agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer which a majority the Board of Directors of the Continuing Directors Company has determined is a part of a planan agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, upon the occurrence of a Triggering Event and no holder of such Rights shall have any rights whatsoever right with respect to such Rights, whether Rights under any provision of this Agreement or otherwiseotherwise from and after the occurrence of a Triggering Event. The Company shall notify the Rights Agent when this Section 7(e) applies and shall use all reasonable efforts to ensure insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but neither the Company nor the Rights Agent shall have no any liability to any holder of Rights Right Certificates or other Person as a result of its the Company's failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) properly completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------. (a) Subject to Section 7(e) hereof, the The registered holder of any Rights Right Certificate may --------- exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereofherein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each share of Common Stock Share as to which the Rights are exercised, at or prior to the earlier earliest of (i) the close Close of business Business on October 13March 15, 2005 2006 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereofhereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration Date"). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each share one-tenth of a Common Stock Share pursuant to the exercise of a Right shall initially be $37510.00, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per one share of Common Stock for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Right Certificate in cash, or accordance with Section 9 hereof by certified check, cashier's check or check, bank draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 18 (j) hereof, thereupon promptly shall (i) (A) requisition from any transfer agent of the shares of Common Stock (or make available, if the Rights Agent is the transfer agent) Shares certificates for the total number of shares of Common Stock Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Common Stock as are to be purchased (in which case certificates for the shares of Common Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 1414 hereof, (iii) promptly after receipt of such certificates or depositary receiptscertificates, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt thereofreceipt, promptly deliver such cash, if any, cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, to the registered holder of such Rights Certificate, registered in such name Right Certificate or names as may be designated by such holderto his duly authorized assigns, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Continuing Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------ (a) Subject to Section 7(e) hereof), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) )), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Rights Certificate, with the form of election to purchase exercise and the certificate on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each share the total number of Common Stock Shares (or other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior before the first to the earlier of occur of: (i) the close of business on October 13, 2005 (the "Final Expiration Date"), ; (ii) the time at which the such Rights are redeemed expire as provided in Section 23 hereof, or 13(d); (iii) the time at which such Rights are exchanged (the "Exchange Date") redeemed as provided in Section 24 hereof, 23 (the “Redemption Date”); or (iv) the time at which the such Rights expire pursuant to are exchanged as provided in Section 13(d) hereof 24 (the earliest first to occur of (i), (ii), (iii) and (iv) being herein referred to as the "“Expiration Date"”). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each share one-tenth of a Common Stock Share purchasable pursuant to the exercise of a Right shall initially be $375100.00, and shall be subject to adjustment from time to time as provided in Sections Section 11 and 13 hereof Section 13(a), and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowSection 7(c). (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase exercise and certificate on the certificate reverse side thereof duly completed and executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per one share for the number of Common Stock Shares (or other securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Certificate in cash, or by certified check, cashier's check or bank draft payable to the order of the Companycharge, the Rights Agent shall, subject to Section 18 (j14(b) hereofand Section 20(k), thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock Shares (or make available, if the Rights Agent is the transfer agentagent for such Common Shares) certificates for the total number of shares of Common Stock Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Common Stock as are to be purchased (in which case certificates for the shares of Common Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14, (iii) promptly after receipt of such certificates or depositary receiptscertificates, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder holder, and (iv) promptly after receipt thereof, promptly deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. In The payment of the event that Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii)) may be made by cash, certified bank check or money order payable to the order of the Company. If the Company is obligated determines to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property assets pursuant to Section 11(a) hereof11(a)(iii), the Company will make all arrangements necessary so that such other securities, cash and/or other property assets are available for distribution Distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof14. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights that are or were beneficially owned by (i) an Acquiring Person or an any Associate or Affiliate of an Acquiring any such Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person or (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to before or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or from any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or any such Associate or Affiliate) or to any Person with whom such the Acquiring Person (or any such Associate or Affiliate) has any continuing oral or written plan, agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which at least a majority of the Continuing Outside Directors has determined is part of a an oral or written plan, agreement, arrangement or understanding which that has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, action and no any holder of such Rights shall have any no rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of a Rights Certificates Certificate or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its any of their respective Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and signed executed the certificate contained in following the form of assignment or election to purchase exercise set forth on the reverse side of the Rights Certificate surrendered for such assignment or exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. --------------- (a) Subject to Section 7(e) hereof, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereofherein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, Agent together with payment of the Purchase Price for each one one-hundredth of a share of Common Preferred Stock as to which the Rights are exercised, at or prior to the Close of Business on the earlier of (i) the close of business on October 13June 3, 2005 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof, or (iii) the time at which such the Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest of (i), (ii), (iii) and (iv) such earlier date being herein referred to as the "Expiration Date"). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each one one-hundredth of a share of Common Preferred Stock pursuant to the exercise of a Right shall initially be $375212.00, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable RightsRight Certificate, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per for each one one-hundredth of a share of Common Preferred Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such the Rights Certificate pursuant hereto in accordance with Section 9 hereof in cash, or by certified check, cashier's check or bank draft money order payable to the order of the Company, the Rights Agent shall, subject to Section 18 (j20(k) hereof, thereupon promptly (i) either (A) requisition from any transfer agent of the shares of Common Preferred Stock (or make available, if the Rights Agent is the transfer agent) ), certificates for the total number of shares of Common Preferred Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of shares of Common Preferred Stock issuable upon exercise of the Rights hereunder with into a depositary agentdepositary, requisition from the depositary agent depositary receipts representing such number of shares one one-hundredths of Common a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Common Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct hereby irrevocably authorizes the depositary agent to comply with all such requestrequests, (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 1414 hereof, (iii) promptly after receipt of such certificates or depositary receipts, receipts cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder holder, and (iv) when appropriate, after receipt thereofreceipt, promptly deliver such cash, if any, cash in lieu of issuance of fractional shares to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all of the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, to the registered holder of such Rights Certificate, registered in such name Right Certificate or names as may be designated by such holderto his duly authorized assigns, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after upon the first occurrence of a any of the events listed in Section 11(a)(ii11(b) Eventor in Section 13(a) hereof, any Rights beneficially owned by (i) of which an Acquiring Person or an any Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, was the Beneficial Owner at any time on or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with after the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority earlier of the Continuing Directors has determined is part of a plan, arrangement Stock Acquisition Date or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), Distribution Date shall become null void with respect to the rights provided under Section 11(b) and void without Section 13(a) hereof and any further action, and no holder of such Rights shall thereafter have any no right to exercise such rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e11(b) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder13(a). (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate certification contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise, exercise shall have been properly completed and (ii) duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Rights or Affiliates or Associates thereof of such Beneficial Owner (or former Beneficial Owner) as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------ (a) Subject to Section Except as provided in Sections 23(c) and 7(e) hereof), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereofherein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate certification on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each share Unit of Common Preferred Stock as to which the Rights are exercised, at or prior to the earlier earliest of (i) the close Close of business Business on October 131, 2005 2007 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereofhereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest earlier of (i), (ii), ) and (iii) and (iv) being herein referred to as the "Expiration Date"). (b) Each Right shall entitle The purchase price (the registered holder thereof to purchase one share of Common Stock, and the "Purchase Price Price") for each share Unit of Common Preferred Stock pursuant to the exercise of a Right shall initially be $375125, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per one share for the number of Common Units of Preferred Stock (or other securities or property, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Certificate in accordance with Section 9 hereof in cash, or by certified check, check or cashier's check or bank draft payable to the order of the Company, the Rights Agent shall, subject to Section 18 (j20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Preferred Stock (or make available, if the Rights Agent is the transfer agentagent for the Preferred Stock) a certificate or certificates for the total number of shares Units of Common Preferred Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, requests or (B) if the Company shall have elected to deposit the total number of shares Units of Common Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent of a depositary receipt or depositary receipts representing such number of shares Units of Common Preferred Stock as are to be purchased (in which case certificates for the shares Units of Common Preferred Stock represented by such receipt or receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 1414 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt thereof, promptly deliver such cash, if any, cash to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount may be reduced (including to zero) pursuant to Section 11(a)(iii) hereof) may be made in cash or by certified bank check or bank draft payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing a number of Rights equivalent to the number of Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, to the registered holder of such Rights Certificate, Certificate or to such registered in such name or names as may be designated by such holder's duly authorized assigns, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Triggering Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the a majority of the Continuing Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), ) or (iv) any subsequent transferee shall become null and void without any further action, action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or to any other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its any of such Acquiring Person's Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) properly completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or Rights Agent shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------. (a) Subject to Section 7(e) hereof, the registered --------- holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one- hundredths of a share of Common Preferred Stock (or other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earlier of (i) the close of business on October 1331, 2005 2004 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof, or (iii) the time at which such Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest earlier of (i), (ii), (iii) and (ivii) being herein referred to as the "Expiration Date"). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each one one-hundredth of a share of Common Preferred Stock pursuant to the exercise of a Right shall initially be $375195, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 13(a) hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price per one one-hundredth of a share of Common Preferred Stock (or other shares, securities, cash or other assets, as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Certificate in cash, or by certified check, cashier's check or bank draft payable to the order of the Companytax, the Rights Agent shall, subject to Section 18 (j20(k) hereof, thereupon promptly (i) ) (A) requisition from any transfer agent of the shares of Common Preferred Stock (or make available, if the Rights Agent is the transfer agentagent for such shares) certificates for the total number of shares one one-hundredths of Common a share of Preferred Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares one one-hundredths of Common a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Common Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 1414 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder holder, and (iv) after receipt thereof, promptly deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) may be made (x) in cash or by certified bank check or bank draft payable to the order of the Company, or (y) by delivery of a certificate or certificates (with appropriate stock powers executed in blank attached thereto) evidencing a number of shares of Common Stock equal to the then Purchase Price divided by the closing price (as determined pursuant to Section 11(d) hereof) per share of Common Stock on the Trading Date immediately preceding the date of such exercise. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Continuing Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. --------------- (a) Subject to Section 7(e) hereof, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereofherein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each share one one-hundredth of Common Stock a Preferred Share as to which the Rights are exercised, at or prior to the earlier earliest of (i) the close Close of business Business on October 13May 1, 2005 2010 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof, (the "Redemption Date") or (iii) the time at which such Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration Exchange Date"). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each share one one-hundredth of Common Stock a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $375[price], and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, payment of the aggregate Purchase Price per one share of Common Stock for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Right Certificate in cash, or accordance with Section 9 by certified check, cashier's check or bank draft money order payable to the order of the Company, the Rights Agent shall, subject to Section 18 (j) hereof, shall thereupon promptly (i) ) (A) requisition from any transfer agent of for the shares of Common Stock Preferred Shares (or make available, if the Rights Agent is the transfer agentagent for the Preferred Shares) certificates for the total number of shares of Common Stock Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit with a depository agent the total number of shares of Common Stock Preferred Shares issuable upon exercise of the Rights hereunder with a depositary agenthereunder, requisition from the depositary agent depositary receipts representing such number of shares one one-hundredths of Common Stock a Preferred Share as are to be purchased (in which case certificates for the shares of Common Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 14, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder holder, and (iv) when appropriate, after receipt thereofreceipt, promptly deliver such cash, if any, cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all of the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, to the registered holder of such Rights Certificate, registered in such name Right Certificate or names as may be designated by to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof14. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Continuing Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and signed the certificate contained in executed the form of election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ---------------- (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby 13 (except as otherwise provided herein including, without limitation, b) Subject to the restrictions on exercisability terms and conditions set forth in Section 9(c)herein, Section 11(a)(iii) including the provisions of Sections 11 and Section 23(a) 13 hereof) in whole or in part at any time after , when exercisable, each Right shall represent the Distribution Date upon surrender of the Rights Certificate, with the form of election right to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office one tenth of the Rights Agent, together with payment a share of the Common Stock. The Purchase Price for each share of Common Stock as to which the Rights are exercised, at or prior to the earlier of (i) the close of business on October 13, 2005 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof, or (iii) the time at which such Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration Date"). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the Purchase Price for each full share of Common Stock pursuant to the exercise of a Right shall initially be $375, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph 120 (c) below.being $12 per one 14 (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the appropriate form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per one share of Common Stock for the shares (or other securities or property) to be purchased and an amount equal to any applicable transfer tax required to be paid (as determined by the registered holder of such Rights Certificate Agent) in cash, or by certified check, cashier's check or bank draft payable to the order of the Company, the Rights Agent shall, subject to Section 18 (j) hereof21(k), thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock (or make available, if the Rights Agent is the transfer agent) certificates for the total number of shares of Common Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with into a depositary agentdepositary, requisition from the depositary agent depositary receipts representing such number of shares of Common Stock as are to be purchased (in which case certificates for the shares of Common Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder and (iv) after receipt thereof, promptly deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.15 (d) In case the registered holder of any Rights Certificate shall exercise (except pursuant to Section 11(a)(ii)) less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof.16 (e) Notwithstanding anything in this Agreement to the contrary, from and after the time an Acquiring Person first occurrence of a Section 11(a)(ii) Eventbecomes such, any Rights beneficially owned by (i) an Acquiring Person or an Affiliate or Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Affiliate or Associate or Affiliatethereof) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Affiliate or Associate or Affiliatethereof) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such the Acquiring Person has any a continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority the Board of Directors of the Continuing Directors Corporation has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company Corporation shall use all reasonable efforts to ensure insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.17

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------ (a) Subject to Section 7(e) hereof, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereofherein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal designated office of the Rights Agent, together with payment of the Purchase Price for each share of Common Stock one one-hundredth interest in a Preferred Share as to which the Rights are exercised, at or prior to the earlier earliest of (i) the close Close of business Business on October 13January 1, 2005 2012 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof, hereof (the "Redemption Date") or (iii) the time at which such Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which . The Company shall provide the Rights expire pursuant to Agent with a prompt written notice of the occurrence of any of the events provided for in this Section 13(d) hereof (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration Date"7(a). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each share of Common Stock one one-hundredth interest in a Preferred Share pursuant to the exercise of a Right shall initially be $37537.00, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per one share of Common Stock for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Right Certificate in cash, or accordance with Section 9 hereof by certified check, cashier's check or bank draft money order payable to the order of the Company, the Rights Agent shall, subject to Section 18 (j) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock (or make available, if the Rights Agent is the transfer agent) Preferred Shares certificates for the total number of shares of Common Stock Preferred Shares to be purchased purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of shares of Common Stock one one-hundredth interests in a Preferred Share as are to be purchased (in which case certificates for the shares of Common Stock Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) ), and the Company will direct hereby directs the depositary agent to comply with all such requestrequests, (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 1414 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt thereofreceipt, promptly deliver such cash, if any, cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other The provisions of this Section 7(c) shall apply whenever cash or securities (including such as Common StockShares) may be received in lieu of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such securities, cash and/or other property are available for distribution by Preferred Shares upon exercise of the Rights Agent, if and when appropriatesurrender of the Right Certificates. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, to the registered holder of such Rights Certificate, registered in such name Right Certificate or names as may be designated by such holderto his duly authorized assigns, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in this Agreement its treasury, the number of Preferred Shares that will be sufficient to permit the contrary, from and after the first occurrence exercise in full of a Section 11(a)(ii) Event, any all outstanding Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently accordance with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Continuing Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder7. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------OF RIGHTS. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereofherein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each share the total number of Common Stock one-hundredths of a Preferred Share (or other securities, cash or assets, as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earlier earliest of (i) the close of business on October 13June 15, 2005 1999 (the "Final Expiration DateFINAL EXPIRATION DATE"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof, or (iii) the time at which such Rights are exchanged hereof (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration DateREDEMPTION DATE"). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each share one-hundredth of Common Stock a Preferred Share pursuant to the exercise of a Right shall initially be $37545, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 13(a) hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per one share of Common Stock for the shares (or other securities, cash or assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Right Certificate in cash, or accordance with Section 9 hereof by certified check, cashier's check or bank draft money order payable to the order of the Company, the Rights Agent shall, subject to Section 18 (j) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock (or make available, if the Rights Agent is the transfer agent) Preferred Shares certificates for the total number of shares of Common Stock Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of shares of Common Stock Preferred Shares issuable upon exercise of the Rights hereunder with into a depositary agentdepositary, requisition from the depositary agent depositary receipts representing such number of shares one one-hundredths of Common Stock a Preferred Share as are to be purchased (in which case certificates for the shares of Common Stock Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with such requestrequests, (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 1414 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder holder, and (iv) when appropriate, after receipt thereof, promptly deliver such cash, if any, cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common StockShares) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii), the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) of the Rights Agreement and if less than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii). (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued issued, or an appropriate notation shall be put on the Right Certificate with respect to those Rights exercised, by the Rights Agent and delivered to, or upon the order of, to the registered holder of such Rights Certificate, registered in such name Right Certificate or names as may be designated by such holderto his duly authorized assigns, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or AffiliateAffiliate thereof) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or AffiliateAffiliate thereof) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such the Acquiring Person has any a continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority the Board of Directors of the Continuing Directors Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ---------------- (a) Subject to Section 7(e) hereofsubsection (e), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each share (except as provided in Section 11(q) hereof) with respect to the total number of Preferred Share Fractions (or Common Stock Shares, other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable (except as provided in Section 11(q) hereof), at or prior to the earlier earliest of (i) the close of business on October 13July 30, 2005 2011 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in --------------------- consummation of a transaction contemplated by Section 23 13(d) hereof, or (iii) the time at which such the Rights are exchanged (the "Exchange Date") redeemed or terminated as provided in Section 24 hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) 23 hereof (the earliest earlier of (i), (ii), (iii) and (iviii) being herein referred to as the "Expiration Date").. --------------- (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each share of Common Stock Preferred Share Fraction pursuant to the exercise of a Right shall initially be $375140.00, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 13(a) hereof and shall be payable in lawful money of the United States of America in accordance with paragraph subsection (c) below). (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price per one share of Preferred Share Fraction (or Common Stock Shares, other securities, cash or other assets, as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Certificate in cash, or by certified check, cashier's check or bank draft payable to the order of the Companytax, the Rights Agent shall, subject to Section 18 (j20(k) and Section 14(b) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock Preferred Shares (or make available, if the Rights Agent is the transfer agentagent for such Shares) certificates for the total number of shares of Common Stock Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit some or all of the total number of shares of Common Stock Preferred Shares issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Common Stock Preferred Share Fractions as are to be purchased (in which case certificates for the shares of Common Stock Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 1414 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder holder, and (iv) after receipt thereof, promptly deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) may be made, at the election of the holder of the Rights Certificate, (x) in cash or by certified bank check or money order payable to the order of the Company, or (y) by delivery of Rights if and to the extent authorized by Section 11(q) hereof. In the event that the Company is obligated to issue other securities of the Company (including Common StockShares) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if if, and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such the Acquiring Person has any continuing oral or written plan, agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority the Board of the Continuing Directors of them Company has determined is part of a an oral or written plan, agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure ; provided, however, that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to held by an -------- ------- Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.Person,

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------ (a) Subject to Section 7(e) hereof), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof)) in whole or in part part, at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase exercise and the certificate on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each share the total number of Preferred Share Fractions (or Common Stock Shares, other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earlier of first to occur of: (i) the close of business on October 13, 2005 (the "Final Expiration Date"), ; (ii) the time at which the such Rights are redeemed expire as provided in Section 23 hereof, or 13(d); (iii) the time at which such Rights are exchanged (the "Exchange Date") redeemed as provided in Section 24 hereof, 23; or (iv) the time at which the such Rights expire pursuant to are exchanged as provided in Section 13(d) hereof 24 (the earliest first to occur of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration Date"). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each share of Common Stock Preferred Share Fraction purchasable pursuant to the exercise of a Right shall initially be $375, [$ ] and shall be subject to adjustment from time to time as provided in Sections Section 11 and 13 hereof Section 13(a) and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowSection 7(c). (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase exercise and certificate on the certificate reverse side thereof duly completed and executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per one share for the number of Preferred Share Fractions (or Common Stock Share, other securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Certificate in cash, or by certified check, cashier's check or bank draft payable to the order of the Companycharge, the Rights Agent shall, subject to Section 18 (j14(b) hereofand Section 20(k), thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock Preferred Shares (or make available, if the Rights Agent is the transfer agentagent for such Preferred Shares) certificates for the total number of shares of Common Stock Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Common Stock as are to be purchased (in which case certificates for the shares of Common Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14, (iii) promptly after receipt of such certificates or depositary receiptscertificates, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder holder, and (iv) promptly after receipt thereof, promptly deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. In The payment of the event that Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii)) may be made by cash, certified bank check or money order payable to the order of the Company. If the Company is obligated determines to issue other securities of the Company (including without limitation, upon an appropriate Section 11(a)(ii) Election or Section 24(a) Election, Common Stock) of the CompanyShares), pay cash and/or distribute other property assets pursuant to Section 11(a) hereof), the Company will make all arrangements necessary so that such other securities, cash and/or other property assets are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole Preferred Shares would be issued. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof14. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights that are or were beneficially owned by (i) an Acquiring Person, an Adverse Person or an any Associate or Affiliate of an Acquiring any such Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person or an Adverse Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person or Adverse Person becomes such, or (iii) a transferee of an Acquiring Person or an Adverse Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person or Adverse Person (or from any such Associate or Affiliate) to holders of equity interests in such Acquiring Person or Adverse Person (or any such Associate or Affiliate) or to any Person with whom such the Acquiring Person or Adverse Person (or any such Associate or Affiliate) has any continuing oral or written plan, agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Continuing Directors Board has determined is part of a an oral or written plan, agreement, arrangement or understanding which that has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, action and no any holder of such Rights shall have any no rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of a Rights Certificates Certificate or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Adverse Person or any of their respective Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and signed executed the certificate contained in following the form of assignment or election to purchase exercise set forth on the reverse side of the Rights Certificate surrendered for such assignment or exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------ (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-hundredths of a share of Common Stock (or other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earlier of (i) the close of business on October 13April 19, 2005 2018 (the "“Final Expiration Date"”), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof, or (iii) the time at which such Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest of (i), (ii), (iiihereof(the earlier of(i) and (ivii) being herein referred to as the "“Expiration Date"”). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each one one-hundredth of a share of Common Preferred Stock pursuant to the exercise of a Right shall initially be $37548.00, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 13(a) hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, Rights with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price per one one-hundredth of a share of Common Preferred Stock (or other shares, securities, cash or other assets, as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Certificate in cash, or by certified check, cashier's check or bank draft payable to the order of the Companytax, the Rights Agent shall, subject to Section 18 (j20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Preferred Stock (or make available, if the Rights Agent is the transfer agentagent for such shares) certificates for the total number of shares one one-hundredths of Common a share of Preferred Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares one one-hundredths of Common a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Common Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 1414 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder holder, and (iv) after receipt thereof, promptly deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made in cash or by certified bank check or bank draft payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Continuing Directors has have determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. --------------- (a) Subject to Section 7(e) hereof, the The registered holder of any Rights Certificate (other than a holder whose Rights have become void pursuant to Section 11(a)(ii) hereof or have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the its principal office of the Rights Agentoffice, together with payment of the Purchase Price for each share one one-thousandth of Common Stock a Preferred Share as to which the Rights are exercised, at or prior to the earlier earliest of (i) the close Close of business Business on October 13, 2005 (the "Final Expiration Date"), (ii) the time at which the right to exercise the Rights are redeemed as provided in terminates pursuant to Section 23 hereof, or (iii) the time at which such the right to exercise the Rights are exchanged (the "Exchange Date") as provided in terminates pursuant to Section 24 hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration Date"). (b) Each Right shall entitle the registered holder thereof to The purchase one share of Common Stock, and the Purchase Price price for each share one one-thousandth of Common Stock pursuant a Preferred Share to be purchased upon the exercise of a Right shall initially be ninety Dollars ($37590.00) (the "Purchase Price"), and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per for the number of one share one- thousandths of Common Stock a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Certificate in accordance with Section 9 hereof by cash, or by certified check, cashier's check or bank draft money order payable to the order of the Company, the Rights Agent shall, subject to Section 18 (j) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock (or make available, if the Rights Agent is the transfer agent) Preferred Shares certificates for the total number of shares one one-thousandths of Common Stock a Preferred Share to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the any depositary agent for the Preferred Shares depositary receipts representing such number of shares one one-thousandths of Common Stock a Preferred Share as are to be purchased (in which case certificates for the shares of Common Stock Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares Preferred Shares in accordance with Section 1414 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt thereofreceipt, promptly deliver such cash, if any, cash to or upon the order of the registered holder of such Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, to the registered holder of such Rights Certificate, registered in such name Certificate or names as may be designated by such holderto his duly authorized assigns, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Continuing Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in following the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ---------------- (a) Subject to Section 7(e) hereof, the The registered holder of any Rights Right Certificate may exercise, except as such right of exercise may be suspended pursuant to Section 9(b) and 11(a)(iii) hereof, the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereoftherein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal designated office of the Rights Agent, at 000 Xxxxxxx Xxxxxx, Floor 12W, New York, New York, together with payment of the Purchase Price for each share of Common Stock Share as to which the Rights are exercised, at or prior to the earlier earliest of (i) the close of business on October 13November 28, 2005 2007 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof, hereof (the "Redemption Date") or (iii) the time at which such the Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration Date"). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the Purchase Price for each share of Common Stock pursuant to the exercise of a Right shall initially be $37570.00, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights certificate from an appropriate officer of the Company stating that the Company has received all necessary regulatory approvals, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, payment of the aggregate Purchase Price per one share of Common Stock for the Shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Right Certificate in accordance with Section 9 hereof in cash, or by certified check, check or cashier's check or bank draft payable to the order of the Company, the Rights Agent shall, subject to Section 18 (j) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock (or make availablefrom the Company, if the Rights Agent Company is the acting as its own transfer agent) the Shares certificates for the total number of shares of Common Stock Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (Bii) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agentwhen appropriate, requisition from the depositary agent depositary receipts representing such number Company the amount of shares of Common Stock as are cash to be purchased (paid in which case certificates for the shares lieu of Common Stock represented by such receipts shall be deposited by the transfer agent issuance of fractional Shares in accordance with the depositary agent) and the Company will direct the depositary to comply with such requestSection 14 hereof, (iiiii) when appropriate, requisition from the Company the amount of cash, if any, property or securities to be paid in lieu of issuance of fractional shares Shares in accordance with Section 1411(a)(iii) hereof, (iii) promptly iv), after receipt of such certificates or depositary receiptscertificates, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder holder, and (ivv) when appropriate, after receipt thereofreceipt, promptly deliver such cash, if any, property or securities to or upon the order of the registered holder of such Rights Right Certificate. The payment of the Purchase Price may be made (x) in cash or by certified bank check or bank draft payable to the order of the Company, or (y) by delivery of a certificate or certificates (with appropriate stock powers executed in blank attached thereto) evidencing a number of Shares of the Company equal to the then Purchase Price divided by the closing price (as determined pursuant to Section 11(d) hereof) per share of Shares at the Close of Business on the Business Day immediately preceding the date of such exercise. In the event that the Company is obligated to issue other securities (including Common StockShares) of the Company, pay cash and/or distribute other property pursuant to Section 11(a11(a)(iii) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, to the registered holder of such Rights Certificate, registered in such name Right Certificate or names as may be designated by such holderto his duly authorized assigns, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and any Rights that are or were at any time on or after the first occurrence earlier of a Section 11(a)(iithe Distribution Date and the Shares Acquisition Date (i) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of transferred by an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of transferred by an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and if the transferee receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority the Board of Directors of the Continuing Directors Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall shall, from and after the first occurrence of any event described in Section 11(a)(ii)(A), (B) or (C) or the first sentence of Section 13, become null and void without any further action, action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but neither the Company nor the Rights Agent shall have no any liability to any holder of Rights Right Certificates or any other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of a Right Certificate upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ---------------- (a) Subject to Section 7(e) hereof, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereofherein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, Agent together with payment of the Purchase Price for each one one-hundredth of a share of Common Preferred Stock as to which the Rights are exercised, at or prior to the Close of Business on the earlier of (i) the close of business on October 13January 6, 2005 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof, or (iii) the time at which such the Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest of (i), (ii), (iii) and (iv) such earlier date being herein referred to as the "Expiration Date"). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each one one-hundredth of a share of Common Preferred Stock pursuant to the exercise of a Right shall initially be $37545.00, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable RightsRight Certificate, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per for each one one-hundredth of a share of Common Preferred Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such the Rights Certificate pursuant hereto in accordance with Section 9 hereof in cash, or by certified check, cashier's check or bank draft money order payable to the order of the Company, the Rights Agent shall, subject to Section 18 (j20(k) hereof, thereupon promptly (i) either (A) requisition from any transfer agent of the shares of Common Preferred Stock (or make available, if the Rights Agent is the transfer agent) ), certificates for the total number of shares of Common Preferred Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of shares of Common Preferred Stock issuable upon exercise of the Rights hereunder with into a depositary agentdepositary, requisition from the depositary agent depositary receipts representing such number of shares one one-hundredths of Common a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Common Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct hereby irrevocably authorizes the depositary agent to comply with all such requestrequests, (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 1414 hereof, (iii) promptly after receipt of such certificates or depositary receipts, receipts cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder holder, and (iv) when appropriate, after receipt thereofreceipt, promptly deliver such cash, if any, cash in lieu of issuance of fractional shares to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all of the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, to the registered holder of such Rights Certificate, registered in such name Right Certificate or names as may be designated by such holderto his duly authorized assigns, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after upon the first occurrence of a any of the events listed in Section 11(a)(ii11(b) Eventor in Section 13(a) hereof, any Rights beneficially owned by (i) of which an Acquiring Person or an any Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, was the Beneficial Owner at any time on or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with after the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority earlier of the Continuing Directors has determined is part of a plan, arrangement Stock Acquisition Date or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), Distribution Date shall become null void with respect to the rights provided under Section 11(b) and void without Section 13(a) hereof and any further action, and no holder of such Rights shall thereafter have any no right to exercise such rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e11(b) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder13(a). (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate certification contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise, exercise shall have been properly completed and (ii) duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Rights or Affiliates or Associates thereof of such Beneficial Owner (or former Beneficial Owner) as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------ (a) Subject to Section 7(e) hereof, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereofherein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal designated office of the Rights Agent, together with payment of the Purchase Price for each share of Common Stock one one-hundredth interest in a Preferred Share as to which the Rights are exercised, at or prior to the earlier earliest of (i) the close Close of business Business on October 13November 1, 2005 2010 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof, hereof (the "Redemption Date") or (iii) the time at which such Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which . The Company shall provide the Rights expire pursuant to Agent with a prompt written notice of the occurrence of any of the events provided for in this Section 13(d) hereof (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration Date"7(a). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each share of Common Stock one one-hundredth interest in a Preferred Share pursuant to the exercise of a Right shall initially be $37550.00, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per one share of Common Stock for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Right Certificate in cash, or accordance with Section 9 hereof by certified check, cashier's check or bank draft money order payable to the order of the Company, the Rights Agent shall, subject to Section 18 (j) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock (or make available, if the Rights Agent is the transfer agent) Preferred Shares certificates for the total number of shares of Common Stock Preferred Shares to be purchased purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of shares of Common Stock one one-hundredth interests in a Preferred Share as are to be purchased (in which case certificates for the shares of Common Stock Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) ), and the Company will direct hereby directs the depositary agent to comply with all such requestrequests, (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 1414 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt thereofreceipt, promptly deliver such cash, if any, cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other The provisions of this Section 7(c) shall apply whenever cash or securities (including such as Common StockShares) may be received in lieu of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such securities, cash and/or other property are available for distribution by Preferred Shares upon exercise of the Rights Agent, if and when appropriatesurrender of the Right Certificates. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, to the registered holder of such Rights Certificate, registered in such name Right Certificate or names as may be designated by such holderto his duly authorized assigns, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in this Agreement its treasury, the number of Preferred Shares that will be sufficient to permit the contrary, from and after the first occurrence exercise in full of a Section 11(a)(ii) Event, any all outstanding Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently accordance with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Continuing Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder7. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ---------------- (a) Subject to Section 7(e) hereof, the The registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereofherein) in whole or in part at any time after the Distribution Date upon surrender presentation of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each share of Common Stock as to which the Rights are exercised, at or prior to the earlier of (i) the close of business on October 13, 2005 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof, or (iii) the time at which such Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration Date").the (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each share of Common Stock pursuant to the exercise of a Right shall initially be Two Hundred Fifty Dollars ($375250.00), and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.be (c) Upon receipt of a Rights Certificate representing repre- senting exercisable Rights, with the appropriate form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per one share of Common Stock for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid (as determined by the registered holder of such Rights Certificate Agent) in cash, or by certified check, cashier's check money order or bank draft payable to the order of the Company, the Rights Agent shall, subject to Section 18 (j) hereof21(k), thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock (or make available, if the Rights Agent is the transfer agent) certificates for the total number of shares of Common Stock to be purchased purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Common Stock as are to be purchased (in which case certificates for the shares of Common Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 1415, (iii) promptly after receipt of such certificates or depositary receiptscertificates, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt thereofreceipt, promptly deliver such cash, if any, cash to or upon the order of the registered holder of such Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.the (d) In case the registered holder of any Rights Certificate shall exercise (except pursuant to Section 11(a)(ii)) less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, to the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person Certificate or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Continuing Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.his duly 24

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------ (a) Subject to Section 7(e) hereof), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof)) in whole or in part part, at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase exercise and the certificate on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each share the total number of Preferred Share Fractions (or Common Stock Shares, other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earlier of first to occur of: (i) the close of business on October 13, 2005 (the "Final Expiration Date"), ; (ii) the time at which the such Rights are redeemed expire as provided in Section 23 hereof, or 13(d); (iii) the time at which such Rights are exchanged (the "Exchange Date") redeemed as provided in Section 24 hereof, 23; or (iv) the time at which the such Rights expire pursuant to are exchanged as provided in Section 13(d) hereof 24 (the earliest first to occur of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration Date"). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each share of Common Stock Preferred Share Fraction purchasable pursuant to the exercise of a Right shall initially be One Hundred Seventy Dollars ($375, 170) and shall be subject to adjustment from time to time as provided in Sections Section 11 and 13 hereof Section 13(a) and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowSection 7(c). (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase exercise and certificate on the certificate reverse side thereof duly completed and executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per one share for the number of Preferred Share Fractions (or Common Stock Share, other securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Certificate in cash, or by certified check, cashier's check or bank draft payable to the order of the Companycharge, the Rights Agent shall, subject to Section 18 (j14(b) hereofand Section 20(k), thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock Preferred Shares (or make available, if the Rights Agent is the transfer agentagent for such Preferred Shares) certificates for the total number of shares of Common Stock Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Common Stock as are to be purchased (in which case certificates for the shares of Common Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14, (iii) promptly after receipt of such certificates or depositary receiptscertificates, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder holder, and (iv) promptly after receipt thereof, promptly deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. In The payment of the event that Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii)) may be made by cash, certified bank check or money order payable to the order of the Company. If the Company is obligated determines to issue other securities of the Company (including without limitation, upon an appropriate Section 11(a)(ii) Election or Section 24(a) Election, Common Stock) of the CompanyShares), pay cash and/or distribute other property assets pursuant to Section 11(a) hereof), the Company will make all arrangements necessary so that such other securities, cash and/or other property assets are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole Preferred Shares would be issued. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof14. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights that are or were beneficially owned by (i) an Acquiring Person, an Adverse Person or an any Associate or Affiliate of an Acquiring any such Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person or an Adverse Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person or Adverse Person becomes such, or (iii) a transferee of an Acquiring Person or an Adverse Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person or Adverse Person (or from any such Associate or Affiliate) to holders of equity interests in such Acquiring Person or Adverse Person (or any such Associate or Affiliate) or to any Person with whom such the Acquiring Person or Adverse Person (or any such Associate or Affiliate) has any continuing oral or written plan, agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Continuing Directors Board has determined is part of a an oral or written plan, agreement, arrangement or understanding which that has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, action and no any holder of such Rights shall have any no rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of a Rights Certificates Certificate or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Adverse Person or any of their respective Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and signed executed the certificate contained in following the form of assignment or election to purchase exercise set forth on the reverse side of the Rights Certificate surrendered for such assignment or exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. --------------- (a) Subject to Section 7(e) hereof), the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof)) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the Purchase Price for each share of Common Stock Share (or other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or prior to the earlier earliest of (i) the close Close of business Business on October 13August 10, 2005 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof(the "Redemption Date"), or (iii) the time at which such Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration Date"). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each share of Common Stock Share pursuant to the exercise of a Right shall initially be $375200, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with America, subject to paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per one share of Common Stock for the shares (or other securities or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Right Certificate in cash, or accordance with Section 9(e) (as determined by certified check, cashier's check or bank draft payable to the order of the Company, Rights Agent) the Rights Agent shall, subject to Section 18 (j) hereof20(j), thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock (or make available, if the Rights Agent is the transfer agent) Shares certificates for the total number of shares of Common Stock Shares to be purchased purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable Shares usable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Common Stock as are Shares to be purchased (in which case certificates for the shares of Common Stock Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, Right Certificates registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt thereofreceipt, promptly deliver such cash, if any, cash to or upon the order of the registered holder of such Rights Right Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii)) may be made in cash or by certified or bank check or money order payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common StockShares) of the Company, pay cash and/or Company or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such securities, cash and/or other securities or property are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole Common Shares would be issued. (d) In case the registered holder of any Rights Certificate Right Certificat shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, to the registered holder of such Rights Certificate, registered in such name Right Certificate or names as may be designated by such holderto his duly authorized assigns, subject to the provisions of Section 14 hereof14. (e) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, from and after the first occurrence of a Section 11(a)(ii) any Triggering Event, any Rights beneficially owned by (i) an any Acquiring Person (or an any Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or AffiliateAffiliate of an Acquiring Person) who which becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or AffiliateAffiliate of an Acquiring Person) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or of such Associate or Affiliate) or to any Person with whom such the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights Rights, or (B) a transfer which a majority that the Board of Directors of the Continuing Directors Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become be null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or any other Person as a result of its failure to make any determinations determination under this Section 7(e) or such Section 4(b) with respect to any Acquiring Person or an Associate or Affiliate of an Acquiring Person or its Affiliates, Associates or transferees hereundertheir transferees. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in following the form of assignment or election to purchase set forth on the reverse side of the Rights Right Certificate surrendered for such exercise, assignment or exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------. (a) Subject to Section 7(e) hereof, the The registered holder of any Rights Right Certificate may may, subject to --------- the second paragraph of Section 11(a)(ii), exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereofherein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each share one one-hundredth of Common Stock a Preferred Share as to which the Rights are exercised, at or prior to the earlier earliest of (i) the close Close of business Business on October 13May 6, 2005 2007 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereofhereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration Date"). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each share one one-hundredth of Common Stock a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $375140, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowbelow (the "Purchase Price"). (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per one share of Common Stock for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Right Certificate in cashaccordance with Section 9 hereof by wire transfer, or by certified check, cashier's check, official bank check or bank draft money order payable to the order of the Company, the Rights Agent shall, subject to Section 18 (j) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock (or make available, if the Rights Agent is the transfer agent) Preferred Shares certificates for the total number of shares of Common Stock Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares one one-hundredths of Common Stock a Preferred Share as are to be purchased (in which case certificates for the shares of Common Stock Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 1414 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt thereofreceipt, promptly deliver such cash, if any, cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, to the registered holder of such Rights Certificate, registered in such name Right Certificate or names as may be designated by to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Continuing Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------. (a) Subject to Section 7(e) hereof, the registered holder of --------- any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-hundredths of a share of Common Preferred Stock (or other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earlier of (i) the close of business on October 13March 1, 2005 2006 (the "Final Expiration Expira- tion Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof, or (iii) the time at which such Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest earlier of (i), (ii), (iii) and (ivii) being herein referred to as the "Expiration Date"). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each one one-hundredth of a share of Common Preferred Stock pursuant to the exercise of a Right shall initially be $375100, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 13(a) hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price per one one-hundredth of a share of Common Preferred Stock (or other securities, cash or other assets, as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Certificate in cash, or by certified check, cashier's check or bank draft payable to the order of the Companytax, the Rights Agent shall, subject to Section 18 (j20(k) hereof, thereupon promptly (i) ) (A) requisition from any transfer agent of the shares of Common Preferred Stock (or make available, if the Rights Agent is the transfer agentagent for such shares) certificates for the total number of shares one one-hundredths of Common a share of Preferred Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares one one-hundredths of Common a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Common Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 1414 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to to, or upon the order of of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder holder, and (iv) after receipt thereof, promptly deliver such cash, if any, to to, or upon the order of of, the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) may be made (x) in cash or by certified bank check or bank draft payable to the order of the Company, or (y) by delivery of a certificate or certificates (with appropriate stock powers executed in blank attached thereto) evidencing a number of shares of Common Stock equal to the then Purchase Price divided by the closing price (as determined pursuant to Section 11(d) hereof) per share of Common Stock on the Trading Day immediately preceding the date of such exercise. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a the Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority the Board of Directors of the Continuing Directors Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------ (a) Subject to Section 7(e) hereof), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof)) in whole or in part part, at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase exercise and the certificate on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each share the total number of Preferred Share Fractions (or Common Stock Shares, other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earlier of first to occur of: (i) the close of business on October 13, 2005 (the "Final Expiration Date"), ; (ii) the time at which the such Rights are redeemed expire as provided in Section 23 hereof, or 13(d); (iii) the time at which such Rights are exchanged (the "Exchange Date") redeemed as provided in Section 24 hereof, 23; or (iv) the time at which the such Rights expire pursuant to are exchanged as provided in Section 13(d) hereof 24 (the earliest first to occur of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration Date"). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each share of Common Stock Preferred Share Fraction purchasable pursuant to the exercise of a Right shall initially be $375, 90.00 and shall be subject to adjustment from time to time as provided in Sections Section 11 and 13 hereof Section 13(a) and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowSection 7(c). (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase exercise and certificate on the certificate reverse side thereof duly completed and executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per one share for the number of Preferred Share Fractions (or Common Stock Share, other securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Certificate in cash, or by certified check, cashier's check or bank draft payable to the order of the Companycharge, the Rights Agent shall, subject to Section 18 (j14(b) hereofand Section 20(k), thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock Preferred Shares (or make available, if the Rights Agent is the transfer agentagent for such Preferred Shares) certificates for the total number of shares of Common Stock Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Common Stock as are to be purchased (in which case certificates for the shares of Common Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14, (iii) promptly after receipt of such certificates or depositary receiptscertificates, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder holder, and (iv) promptly after receipt thereof, promptly deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. In The payment of the event that Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii)) may be made by cash, certified bank check or money order payable to the order of the Company. If the Company is obligated determines to issue other securities of the Company (including without limitation, upon an appropriate Section 11(a)(ii) Election or Section 24(a) Election, Common Stock) of the CompanyShares), pay cash and/or distribute other property assets pursuant to Section 11(a) hereof), the Company will make all arrangements necessary so that such other securities, cash and/or other property assets are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole Preferred Shares would be issued. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof14. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights that are or were beneficially owned by (i) an Acquiring Person, an Adverse Person or an any Associate or Affiliate of an Acquiring any such Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person or an Adverse Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person or Adverse Person becomes such, or (iii) a transferee of an Acquiring Person or an Adverse Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person or Adverse Person (or from any such Associate or Affiliate) to holders of equity interests in such Acquiring Person or Adverse Person (or any such Associate or Affiliate) or to any Person with whom such the Acquiring Person or Adverse Person (or any such Associate or Affiliate) has any continuing oral or written plan, agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which at least a majority of the Continuing Directors has determined is part of a an oral or written plan, agreement, arrangement or understanding which that has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, action and no any holder of such Rights shall have any no rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of a Rights Certificates Certificate or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Adverse Person or any of their respective Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and signed executed the certificate contained in following the form of assignment or election to purchase exercise set forth on the reverse side of the Rights Certificate surrendered for such assignment or exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. --------------- (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each share with respect to the total number of Common Stock one four-hundredths of a Preferred Share (or other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earlier earliest of (i) the close of business on October 13April 14, 2005 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereofhereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration Date").. 17 CORP 62338.7 (b) Each Right shall entitle the registered holder thereof to The purchase one share of Common Stock, and the Purchase Price price for each share one four-hundredth of Common Stock a Series E Preferred Share pursuant to the exercise of a Circuit City Right shall initially be $375250.00 (as adjusted, the "Series E Purchase Price"). The purchase price for each one four-hundredth of a Series F Preferred Share pursuant to the exercise of a CarMax Right shall initially be $100.00 (as adjusted, the "Series F Purchase Price"). The Series E Purchase Price and the Series F Purchase Price shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price per one share of Common Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Certificate in cash, or by certified check, cashier's check or bank draft payable to the order of the Company, the Rights Agent shall, subject to Section 18 (j) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock (or make available, if the Rights Agent is the transfer agent) certificates for the total number of shares of Common Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Common Stock as are to be purchased (in which case certificates for the shares of Common Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder and (iv) after receipt thereof, promptly deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything References in this Agreement to the contrary"Purchase Price" shall mean the Series E Purchase Price and/or the Series F Purchase Price, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Continuing Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably requestcontext requires.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------ (a) Subject to Section 7(e) hereof), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof)) in whole or in part part, at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase exercise and the certificate on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each share the total number of Common Stock Shares (or other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earlier of first to occur of: (i) the close of business on October 13, 2005 (the "Final Expiration Date"), ; (ii) if this Agreement is not ratified by holders of the time at which greater of (A) a majority of the Rights are redeemed as provided in Section 23 hereofvoting power of the shares of Common Stock present and entitled to vote on that item of business, or (B) a majority of the voting power of the minimum number of shares of Common Stock entitled to vote that would constitute a quorum for the transaction of business at the meeting (except where the Company's Articles of Incorporation or the Minnesota Business Corporation Act require a larger proportion or number), as such vote is determined at the Company's first annual meeting of shareholders following June 1, 2006, immediately following such annual meeting; (iii) the time at which such Rights are exchanged (the "Exchange Date") expire as provided in Section 24 hereof, or 13(d); (iv) the time at which the such Rights expire pursuant to are redeemed as provided in Section 13(d) hereof 23 (the earliest "Redemption Date"); or (v) the time at which such Rights are exchanged as provided in Section 24 (the first to occur of (i), (ii), (iii) (iv) and (ivv) being herein referred to as the "Expiration Date"). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each share one-tenth of a Common Stock Share purchasable pursuant to the exercise of a Right shall initially be $3755.00, and shall be subject to adjustment from time to time as provided in Sections Section 11 and 13 hereof Section 13(a) and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowSection 7(c). (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase exercise and certificate on the certificate reverse side thereof duly completed and executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per one share for the number of Common Stock Shares (or other securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Certificate in cash, or by certified check, cashier's check or bank draft payable to the order of the Companycharge, the Rights Agent shall, subject to Section 18 (j14(b) hereofand Section 20(k), thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock Shares (or make available, if the Rights Agent is the transfer agentagent for such Common Shares) certificates for the total number of shares of Common Stock Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Common Stock as are to be purchased (in which case certificates for the shares of Common Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14, (iii) promptly after receipt of such certificates or depositary receiptscertificates, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder holder, and (iv) promptly after receipt thereof, promptly deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. In The payment of the event that Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii)) may be made by cash, certified bank check or money order payable to the order of the Company. If the Company is obligated determines to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property assets pursuant to Section 11(a) hereof11(a)(iii), the Company will make all arrangements necessary so that such other securities, cash and/or other property assets are available for distribution Distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof14. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights that are or were beneficially owned by (i) an Acquiring Person or an any Associate or Affiliate of an Acquiring any such Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person or (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or from any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or any such Associate or Affiliate) or to any Person with whom such the Acquiring Person (or any such Associate or Affiliate) has any continuing oral or written plan, agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which at least a majority of the Continuing Outside Directors has determined is part of a an oral or written plan, agreement, arrangement or understanding which that has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, action and no any holder of such Rights shall have any no rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of a Rights Certificates Certificate or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its any of their respective Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and signed executed the certificate contained in following the form of assignment or election to purchase exercise set forth on the reverse side of the Rights Certificate surrendered for such assignment or exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------ (a) Subject to Section 7(e) hereof), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof)) in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Rights Certificate, with the form of election to purchase exercise and the certificate on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each share the total number of Preferred Share Fractions (or Common Stock Shares, other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earlier of first to occur of: (i) the close of business on October 13, 2005 (the "Final Expiration Date"), ; (ii) the time at which the such Rights are redeemed expire as provided in Section 23 hereof, or 13(d); (iii) the time at which such Rights are exchanged (the "Exchange Date") redeemed as provided in Section 24 hereof, 23; or (iv) the time at which the such Rights expire pursuant to are exchanged as provided in Section 13(d) hereof 24 (the earliest first to occur of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration Date"). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each share of Common Stock Preferred Share Fraction purchasable pursuant to the exercise of a Right shall initially be $375, _______________ and shall be subject to adjustment from time to time as provided in Sections Section 11 and 13 hereof Section 13(a) and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowSection 7(c). (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase exercise and certificate on the certificate reverse side thereof duly completed and executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per one share of for each Preferred Share Fraction (or Common Stock Share, other securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Certificate in cash, or by certified check, cashier's check or bank draft payable to the order of the Companycharge, the Rights Agent shall, subject to Section 18 (j14(b) hereofand Section 20(k), thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock Preferred Shares (or make available, if the Rights Agent is the transfer agentagent for such Preferred Shares) certificates for the total number of shares of Common Stock Preferred Shares to be purchased purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Common Stock as are to be purchased (in which case certificates for the shares of Common Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14, (iii) promptly after receipt of such certificates or depositary receiptscertificates, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder holder, and (iv) promptly after receipt thereof, promptly deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. In The payment of the event that Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii)) may be made by cash, certified bank check or money order payable to the order of the Company. If the Company is obligated determines to issue other securities of the Company (including without limitation, upon an appropriate Section 11(a)(ii) Election or Section 24(a) Election, Common Stock) of the CompanyShares), pay cash and/or distribute other property assets pursuant to Section 11(a) hereof), the Company will make all arrangements necessary so that such other securities, cash and/or other property assets are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole Preferred Shares would be issued. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof14. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event, any Rights that are or were beneficially owned by (i) an Acquiring Person, an Adverse Person or an any Associate or Affiliate of an Acquiring any such Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person or an Adverse Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person or Adverse Person becomes such, or (iii) a transferee of an Acquiring Person or an Adverse Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person or Adverse Person (or from any such Associate or Affiliate) to holders of equity interests in such Acquiring Person or Adverse Person (or any such Associate or Affiliate) or to any Person with whom such the Acquiring Person or Adverse Person (or any such Associate or Affiliate) has any continuing oral or written plan, agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Continuing Directors Board has determined is part of a an oral or written plan, agreement, arrangement or understanding which that has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, and no any holder of such Rights shall have any no rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of a Rights Certificates Certificate or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Adverse Person or any of their respective Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and signed executed the certificate contained in following the form of assignment or election to purchase exercise set forth on the reverse side of the Rights Certificate surrendered for such assignment or exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------ (a) Subject to Section 7(e) hereof), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof)) in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Rights Certificate, with the form of election to purchase exercise and the certificate on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office of the Rights AgentAgent designated for such purpose, together with payment of the aggregate Purchase Price for each share the total number of Preferred Share Fractions (or Common Stock Shares, other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earlier of first to occur of: (i) the close of business on October 13, 2005 (the "Final Expiration Date"), ; (ii) the time at which the such Rights are redeemed expire as provided in Section 23 hereof, or 13(d); (iii) the time at which such Rights are exchanged (the "Exchange Date") redeemed as provided in Section 24 hereof, 23; or (iv) the time at which the such Rights expire pursuant to are exchanged as provided in Section 13(d) hereof 24 (the earliest first to occur of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration Date"). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each share of Common Stock Preferred Share Fraction purchasable pursuant to the exercise of a Right shall initially be $375, 20.00 and shall be subject to adjustment from time to time as provided in Sections Section 11 and 13 hereof Section 13(a) and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowSection 7(c). (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase exercise and certificate on the certificate reverse side thereof duly completed and executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per one share of for each Preferred Share Fraction (or Common Stock Share, other securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the registered holder of such Rights Certificate in cash, or by certified check, cashier's check or bank draft payable to the order of the Companycharge, the Rights Agent shall, subject to Section 18 (j14(b) hereofand Section 20(k), thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock Preferred Shares (or make available, if the Rights Agent is the transfer agentagent for such Preferred Shares) certificates for the total number of shares of Common Stock Preferred Shares to be purchased purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Common Stock as are to be purchased (in which case certificates for the shares of Common Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 14, (iii) promptly after receipt of such certificates or depositary receiptscertificates, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder holder, and (iv) promptly after receipt thereof, promptly deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. In The payment of the event that Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii)) may be made by cash, certified bank check or money order payable to the order of the Company. If the Company is obligated determines to issue other securities of the Company (including without limitation, upon an appropriate Section 11(a)(ii) Election or Section 24(a) Election, Common Stock) of the CompanyShares), pay cash and/or distribute other property assets pursuant to Section 11(a) hereof), the Company will make all arrangements necessary so that such other securities, cash and/or other property assets are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole Preferred Shares would be issued. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof14. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event, any Rights that are or were beneficially owned by (i) an Acquiring Person, an Adverse Person or an any Associate or Affiliate of an Acquiring any such Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person or an Adverse Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person or Adverse Person becomes such, or (iii) a transferee of an Acquiring Person or an Adverse Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person or Adverse Person (or from any such Associate or Affiliate) to holders of equity interests in such Acquiring Person or Adverse Person (or any such Associate or Affiliate) or to any Person with whom such the Acquiring Person or Adverse Person (or any such Associate or Affiliate) has any continuing oral or written plan, agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Continuing Directors Board has determined is part of a an oral or written plan, agreement, arrangement or understanding which that has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, and no any holder of such Rights shall have any no rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of a Rights Certificates Certificate or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Adverse Person or any of their respective Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and signed executed the certificate contained in following the form of assignment or election to purchase exercise set forth on the reverse side of the Rights Certificate surrendered for such assignment or exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date. of ------------------------------------------------------ Rights. ------ (a) Subject to Section 7(e) hereof, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereofherein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal designated office of the Rights Agent, pursuant to Section 26, together with payment of the Purchase Price for each one one-hundredth (1/100) interest in a share of Common Preferred Stock as to which the Rights are exercised, at or prior to the earlier earliest of (i) the close Close of business Business on October 13September 11, 2005 2010 (the "Final Expiration DateFINAL EXPIRATION DATE"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof, hereof (the "REDEMPTION DATE") or (iii) the time at which such Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof, or (iv) the time at which . The Corporation shall provide the Rights expire pursuant to Agent with a prompt written notice of the occurrence of any of the events provided for in this Section 13(d) hereof (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the "Expiration Date"7(a). (b) Each Right shall entitle the registered holder thereof to purchase one share of Common Stock, and the The Purchase Price for each one one-hundredth (1/100) interest in a share of Common Preferred Stock pursuant to the exercise of a Right shall initially be FORTY-FIVE DOLLARS ($37545.00), and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Rights Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, payment of the Purchase Price per one share of Common Stock for the shares to be purchased and an amount equal to any applicable transfer tax or governmental charge required to be paid by the registered holder of such Rights Right Certificate in cash, or accordance with Section 9 hereof by certified check, cashier's check or bank draft money order payable to the order of the CompanyCorporation, the Rights Agent shall, subject to Section 18 (j) hereof, shall thereupon promptly (i) ) (A) requisition from any transfer agent of the shares of Common Preferred Stock (or make available, if the Rights Agent is the transfer agent) certificates for the total number of shares of Common Preferred Stock to be purchased purchased, and the Company Corporation hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of shares one one-hundredth (1/100) interests in a share of Common Preferred Stock as are to be purchased (in which case certificates for the shares of Common Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) ), and the Company will direct Corporation hereby directs the depositary agent to comply with all such requestrequests, (ii) when necessary to comply with this Agreement, requisition from the Company Corporation the amount of cash, if any, cash to be paid in lieu of issuance of fractional shares in accordance with Section 1414 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Right Certificate, registered in such name or names as may be designated by such holder and (iv) when necessary to comply with this Agreement, after receipt thereofreceipt, promptly deliver such cash, if any, cash to or upon the order of the registered holder of such Rights Right Certificate. In the event that the Company is obligated to issue other The provisions of this Section 7(c) shall apply whenever cash or securities (including such as Common Stock) may be received in lieu of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such securities, cash and/or other property are available for distribution by Preferred Stock upon exercise of the Rights Agent, if and when appropriatesurrender of the Right Certificates. (d) In case the registered holder of any Rights Right Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, to the registered holder of such Rights Certificate, registered in such name Right Certificate or names as may be designated by such holderto his duly authorized assigns, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything The Corporation covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Stock or any Preferred Stock held in this Agreement its treasury, the number of shares of Preferred Stock that will be sufficient to permit the contrary, from and after the first occurrence exercise in full of a Section 11(a)(ii) Event, any all outstanding Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, which a majority of the Continuing Directors, in their sole discretion, determines is or was involved in or caused or facilitated, directly or indirectly (including through any change in the Board), such Section 11(a)(ii) Event, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently accordance with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Continuing Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder7. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.