Common use of SUMMARY OF THE RIGHTS Clause in Contracts

SUMMARY OF THE RIGHTS. Pursuant to the Rights Agreement, the Board of Directors declared a dividend distribution of one Preferred Stock Purchase Right (a "Right") for each outstanding share of common stock, par value $0.01 per share, of the Company (the "Common Stock") to shareholders of record as of the close of business on April 6, 2001 (the "Record Date"). In addition, one Right will automatically attach to each share of Common Stock issued between the Record Date and the Distribution Date (as defined herein). Each Right entitles the registered holder thereof to purchase from the Company a unit (a "Preferred Unit") consisting of one one-thousandth of a share of Series B Cumulative Preferred Stock, par value $0.01 per share (the "Preferred Stock"), at a cash exercise price of $50.00 per Preferred Unit (the "Exercise Price"), subject to adjustment. Initially, the Rights are not exercisable and are attached to and trade with the Common Stock outstanding as of, and all Common Stock issued after, the Record Date. The Rights will separate from the Common Stock, separate certificates will be distributed to holders of the Common Stock and the Rights will become exercisable upon the earlier of (i) the close of business on the 10th calendar day following the earlier of (a) the date of the first public announcement that a person or a group of affiliated or associated persons has acquired beneficial ownership of 9.8% or more of the outstanding Common Stock (an "Acquiring Person"), or (b) the date on which the Company first has notice or otherwise determines that a person has become an Acquiring Person (the earlier of (a) and (b), the "Stock Acquisition Date"), or (ii) the close of business on the 10th business day following the commencement of a tender offer or exchange offer that would result, upon its consummation, in a person or group becoming the Beneficial Owner of 9.8% or more of the outstanding Common Stock (the earlier of (i) and (ii), the "Distribution Date"). The Rights Agreement exempts from the definition of Acquiring Person any person who the Board of Directors determines acquired 9.8% or more of the Common Stock inadvertently, if that person promptly divests itself of enough Common Stock to reduce the number of shares beneficially owned by that person to below the 9.8% threshold. The Rights Agreement also exempts from the definition of Acquiring Person any person in connection with which the Board of Directors approved the transaction which otherwise would have resulted in that person becoming an Acquiring Person. Until the Distribution Date (or the earlier redemption, exchange or expiration of the Rights), (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with those Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will include a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificate for Common Stock will also constitute the transfer of the Rights associated with the Common Stock represented by that certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on January 25, 2011, unless previously redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Right Certificates will be mailed to holders of record of Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Right Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only Common Stock issued prior to the Distribution Date will be issued with Rights. If a Stock Acquisition Date occurs, provision will be made so that each holder of a Right (other than an Acquiring Person or associates or affiliates thereof, whose Rights will become null and void) thereafter has the right to receive upon exercise that number of shares of Common Stock having a market value of two times the exercise price of the Right (that right being referred to as the "Subscription Right"). If, at any time following the Distribution Date: (i) the Company consolidates with, or merges with and into, any Acquiring Person or any associate or affiliate thereof, and the Company is not the continuing or surviving corporation, (ii) any Acquiring Person or any associate or affiliate thereof consolidates with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of that merger and, in connection with that merger, all or part of the Common Stock is changed into or exchanged for stock or other securities of any other person or cash or any other property, or (iii) 50% or more of the Company's assets or earning power is sold, mortgaged or otherwise transferred, each holder of a Right will thereafter have the right to receive, upon exercise, capital stock of the acquiring company having a market value equal to two times the exercise price of the Right (that right being referred to as the "Merger Right"). Each holder of a Right will continue to have the Merger Right whether or not that holder has exercised the Subscription Right, but Rights that are or were beneficially owned by an Acquiring Person may (under certain circumstances specified in the Rights Agreement) become null and void. At any time after a Stock Acquisition Date occurs, the Board of Directors may, at its option, exchange Common Stock or Preferred Units for all or any part of the then outstanding and exercisable Rights (which excludes Rights held by an Acquiring Person) at an initial exchange ratio of one share of Common Stock or one Preferred Unit per Right. However, the Board of Directors generally will not be empowered to effect any such exchange at any time after any person becomes the Beneficial Owner of 50% or more of the Common Stock. The Exercise Price payable, and the number of Preferred Units or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a share dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock are granted certain rights or warrants to subscribe for Preferred Stock or convertible securities at less than the current market price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to in (i) and (ii)). With certain exceptions, no adjustment in the Exercise Price will be required until cumulative adjustments amount to at least 1% of the Exercise Price. The Company is not obligated to issue fractional Preferred Units. If the Company elects not to issue fractional Preferred Units, in lieu thereof an adjustment in cash will be made based on the fair market value of the Preferred Stock on the last trading date prior to the date of exercise. The Rights may be redeemed in whole, but not in part, at a price of $0.01 per Right (payable in cash, Common Stock or other consideration considered appropriate by the Board of Directors) by the Board of Directors only until the earlier of the close of business on (i) the calendar day after the Stock Acquisition Date, or (ii) the expiration date of the Rights Agreement. Immediately upon any action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price. The Rights Agreement may be amended by the Board of Directors in its sole discretion until the earlier of the Distribution Date and the date on which the rights become nonredeemable, as described above. After the earlier of those two dates, the Board of Directors may, subject to certain limitations set forth in the Rights Agreement, amend the Rights Agreement only to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time period, or to make changes that do not adversely affect the interests of Rights holders (excluding the interests of an Acquiring Person or associates or affiliates thereof).

SUMMARY OF THE RIGHTS. Pursuant to the Rights Agreement, the Board of Directors declared a dividend distribution of one Preferred Stock Share Purchase Right (a "Right") for each outstanding share of common stockshare, without par value $0.01 per sharevalue, of the Company (the "Common StockShares") to shareholders of record as of the close of business on April 6June 16, 2001 1999 (the "Record Date"). In addition, one Right will automatically attach to each share of Common Stock Share issued between the Record Date and the Distribution Date (as defined herein). Each Right entitles the registered holder thereof to purchase from the Company a unit (a "Preferred Unit") consisting of one oneten-thousandth of a share of Class E Series B I Cumulative Preferred StockShare, without par value $0.01 per share (the "Preferred StockShares"), at a cash exercise price of $50.00 55.25 per Preferred Unit (the "Exercise Price"), subject to adjustment. Initially, the Rights are not exercisable and are attached to and trade with the Common Stock Shares outstanding as of, and all Common Stock Shares issued after, the Record Date. The Rights will separate from the Common StockShares, separate certificates will be distributed to holders of the Common Stock Shares and the Rights will become exercisable upon the earlier of (i) the close of business on the 10th calendar day following the earlier of first public announcement (a) the date of that announcement, the first public announcement "Share Acquisition Date") that a person or a group of affiliated or associated persons has acquired beneficial ownership of 9.815% or more of the outstanding Common Stock Shares (an "Acquiring Person"), or (b) the date on which the Company first has notice or otherwise determines that a person has become an Acquiring Person (the earlier of (a) and (b), the "Stock Acquisition Date"), or (ii) the close of business on the 10th business day following the commencement of a tender offer or exchange offer that would result, upon its consummation, in a person or group becoming the Beneficial Owner beneficial owner of 9.815% or more of the outstanding Common Stock Shares (the earlier of (i) and (ii), the "Distribution Date"). The Rights Agreement exempts from the definition of Acquiring Person any person who the Board of Directors determines acquired 9.8in excess of 15% or more of the Common Stock Shares inadvertently, if that person promptly divests itself of enough Common Stock Shares to reduce the number of shares beneficially owned by that person to below the 9.815% threshold. The Rights Agreement also exempts from the definition of Acquiring Person any person in connection with which the Board of Directors approved the transaction which otherwise would have resulted in that person becoming an Acquiring Person. Until the Distribution Date (or the earlier redemption, exchange or expiration of the Rights), ): (i) the Rights will be evidenced by the Common Stock Share certificates and will be transferred with and only with those Common Stock Share certificates, (ii) new Common Stock Share certificates issued after the Record Date will include a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificate for Common Stock Shares will also constitute the transfer of the Rights associated with the Common Stock Shares represented by that certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on January May 25, 20112009, unless previously redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Right Certificates will be mailed to holders of record of Common Stock Shares as of the close of business on the Distribution Date and, thereafter, the separate Right Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only Common Stock Shares issued prior to the Distribution Date will be issued with Rights. If a Stock Share Acquisition Date occurs, proper provision will be made so that each holder of a Right (other than an Acquiring Person or associates or affiliates thereof, whose Rights will become null and void) thereafter has the right to receive upon exercise that number of shares of Common Stock Preferred Units having a market value of two times the exercise price of the Right (that right being referred to as the "Subscription Right"). If, at any time following the Distribution Share Acquisition Date: (i) the Company consolidates with, or merges with and into, any Acquiring Person or any associate or affiliate thereof, and the Company is not the continuing or surviving corporation, (ii) any Acquiring Person or any associate or affiliate thereof consolidates with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of that merger and, in connection with that merger, all or part of the Common Stock is Shares are changed into or exchanged for stock or other securities of any other person or cash or any other property, or (iii) 50% or more of the Company's assets or earning power is sold, mortgaged or otherwise transferred, each holder of a Right will thereafter have the right to receive, upon exercise, capital common stock of the acquiring company having a market value equal to two times the exercise price of the Right (that right being referred to as the "Merger Right"). Each holder of a Right will continue to have the Merger Right whether or not that holder has exercised the Subscription Right, but Rights that are or were beneficially owned by an Acquiring Person may (under certain circumstances specified in the Rights Agreement) become null and void. At any time after a Stock Share Acquisition Date occurs, the Board of Directors may, at its option, exchange Common Stock Shares or Preferred Units for all or any part of the then outstanding and exercisable Rights (which excludes Rights held by an Acquiring Person) at an initial exchange ratio of one share of Common Stock Share or one Preferred Unit per Right. However, the Board of Directors generally will not be empowered to effect any such exchange at any time after any person becomes the Beneficial Owner beneficial owner of 50% or more of the Common StockShares. The Exercise Price payable, and the number of Preferred Units or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a share dividend on, or a subdivision, combination or reclassification of, the Preferred StockShares, (ii) if holders of the Preferred Stock Shares are granted certain rights or warrants to subscribe for Preferred Stock Shares or convertible securities at less than the current market price of the Preferred StockShares, or (iii) upon the distribution to holders of the Preferred Stock Shares of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to in (i) and (ii)). With certain exceptions, no adjustment in the Exercise Price will be required until cumulative adjustments amount to at least 1% of the Exercise Price. The Company is not obligated to issue fractional Preferred Units. If the Company elects not to issue fractional Preferred Units, in lieu thereof an adjustment in cash will be made based on the fair market value of the Preferred Stock Shares on the last trading date prior to the date of exercise. The Rights may be redeemed in whole, but not in part, at a price of $0.01 per Right (payable in cash, Common Stock Shares or other consideration considered appropriate by the Board of Directors) by the Board of Directors only until the earlier of (i) the close of business on (i) the calendar day after the Stock Share Acquisition Date, or and (ii) the expiration date of the Rights Agreement. Immediately upon any action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price. The Rights Agreement may be amended by the Board of Directors in its sole discretion until the earlier of the Distribution Date and the date on which the rights become nonredeemable, as described above. After the earlier of those two dates, the Board of Directors may, subject to certain limitations set forth in the Rights Agreement, amend the Rights Agreement only to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time period, or to make changes that do not adversely affect the interests of Rights holders (excluding the interests of an Acquiring Person or associates or affiliates thereof).

SUMMARY OF THE RIGHTS. Pursuant to the Rights Agreement, the Board of Directors declared a dividend distribution of one Preferred Stock Purchase Right (a "Right") for each outstanding share of common stock, par value $0.01 .01 per share, of the Company (the "Common Stock") to shareholders stockholders of record as of the close of business on April 6October 11, 2001 1999 (the "Record Date"). In addition, one Right will automatically attach to each share of Common Stock issued between the Record Date and the Distribution Date (as defined herein). Each Right entitles the registered holder thereof to purchase from the Company a unit (a "Preferred Unit") consisting of one one-thousandth of a share of Class A Series B 1999-A Cumulative Preferred Stock, par value $0.01 .01 per share (the "Preferred Stock"), at a cash exercise price of $50.00 45.00 per Preferred Unit (the "Exercise Price"), subject to adjustment. Initially, the Rights are not exercisable and are attached to and trade with the Common Stock outstanding as of, and all Common Stock issued after, the Record Date. The Rights will separate from the Common Stock, separate certificates will be distributed to holders of the Common Stock and the Rights will become exercisable upon the earlier of (i) the close of business on the 10th calendar day following the earlier of first public announcement (a) the date of that announcement, the first public announcement "Stock Acquisition Date") that a person or a group of affiliated or associated persons has acquired beneficial ownership of 9.815% or more of the outstanding Common Stock (an "Acquiring Person"), or (b) the date on which the Company first has notice or otherwise determines that a person has become an Acquiring Person (the earlier of (a) and (b), the "Stock Acquisition Date"), or (ii) the close of business on the 10th business day following the commencement of a tender offer or exchange offer that would result, upon its consummation, in a person or group becoming the Beneficial Owner beneficial owner of 9.815% or more of the outstanding Common Stock (the earlier of (i) and (ii), the "Distribution Date"). The Rights Agreement exempts from the definition of Acquiring Person any person who the Board of Directors determines acquired 9.8in excess of 15% or more of the Common Stock inadvertently, if that person promptly divests itself of enough Common Stock to reduce the number of shares beneficially owned by that person to below the 9.815% threshold. The Rights Agreement also exempts from the definition of In addition, FREAX Xx. 17 LLC will not become an Acquiring Person any person solely as a result of an acquisition of shares acquired under its agreements entered into with the Company in connection with which the Board of Directors approved the transaction which otherwise would have resulted in that person becoming an Acquiring PersonMarch 1999. Until the Distribution Date (or the earlier redemption, exchange or expiration of the Rights), ): (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with those Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will include a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificate for Common Stock will also constitute the transfer of the Rights associated with the Common Stock represented by that certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on January 25September 17, 20112009, unless previously redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Right Certificates will be mailed to holders of record of Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Right Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only Common Stock issued prior to the Distribution Date will be issued with Rights. If a Stock Acquisition Date occurs, provision will be made so that each holder of a Right (other than an Acquiring Person or associates or affiliates thereof, whose Rights will become null and void) thereafter has the right to receive upon exercise that number of shares of Common Stock Preferred Units having a market value of two times the exercise price of the Right (that right being referred to as the "Subscription Right"). If, at any time following the Distribution Stock Acquisition Date: (i) the Company consolidates with, or merges with and into, any Acquiring Person or any associate or affiliate thereof, and the Company is not the continuing or surviving corporation, (ii) any Acquiring Person or any associate or affiliate thereof consolidates with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of that merger and, in connection with that merger, all or part of the Common Stock is changed into or exchanged for stock or other securities of any other person or cash or any other property, or (iii) 50% or more of the Company's assets or earning power is sold, mortgaged or otherwise transferred, each holder of a Right will thereafter have the right to receive, upon exercise, capital stock of the acquiring company having a market value equal to two times the exercise price of the Right (that right being referred to as the "Merger Right"). Each holder of a Right will continue to have the Merger Right whether or not that holder has exercised the Subscription Right, but Rights that are or were beneficially owned by an Acquiring Person may (under certain circumstances specified in the Rights Agreement) become null and void. At any time after a Stock Acquisition Date occurs, the Board of Directors may, at its option, exchange Common Stock or Preferred Units for all or any part of the then outstanding and exercisable Rights (which excludes Rights held by an Acquiring Person) at an initial exchange ratio of one share of Common Stock or one Preferred Unit per Right. However, the Board of Directors generally will not be empowered to effect any such exchange at any time after any person becomes the Beneficial Owner beneficial owner of 50% or more of the Common Stock. The Exercise Price payable, and the number of Preferred Units or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a share dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock are granted certain rights or warrants to subscribe for Preferred Stock or convertible securities at less than the current market price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to in (i) and (ii)). With certain exceptions, no adjustment in the Exercise Price will be required until cumulative adjustments amount to at least 1% of the Exercise Price. The Company is not obligated to issue fractional Preferred Units. If the Company elects not to issue fractional Preferred Units, in lieu thereof an adjustment in cash will be made based on the fair market value of the Preferred Stock on the last trading date prior to the date of exercise. The Rights may be redeemed in whole, but not in part, at a price of $0.01 per Right (payable in cash, Common Stock or other consideration considered appropriate by the Board of Directors) by the Board of Directors only until the earlier of (i) the close of business on (i) the calendar day after the Stock Acquisition Date, or and (ii) the expiration date of the Rights Agreement. Immediately upon any action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price. The Rights Agreement may be amended by the Board of Directors in its sole discretion until the earlier of the Distribution Date and the date on which the rights become nonredeemable, as described above. After the earlier of those two dates, the Board of Directors may, subject to certain limitations set forth in the Rights Agreement, amend the Rights Agreement only to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time period, or to make changes that do not adversely affect the interests of Rights holders (excluding the interests of an Acquiring Person or associates or affiliates thereof).

SUMMARY OF THE RIGHTS. Pursuant to the Rights Agreement, the Board of Directors declared a dividend distribution of one Preferred Stock Share Purchase Right (a "Right") for each outstanding share of common stockshare, without par value $0.01 per sharevalue, of the Company (the "Common StockShares") to shareholders of record as of the close of business on April 6January 29, 2001 1999 (the "Record Date"). In addition, one Right will automatically attach to each share of Common Stock Share issued between the Record Date and the Distribution Date (as defined hereinhereinafter defined). Each Right entitles the registered holder thereof to purchase from the Company a unit (a "Preferred Unit") consisting of one one-thousandth of a share of Class B Series B I Cumulative Preferred StockShare, without par value $0.01 per share (the "Preferred StockShares"), at a cash exercise price of $50.00 40.00 per Preferred Unit (the "Exercise Price"), subject to adjustment. Initially, the Rights are not exercisable and are attached to and trade with the Common Stock Shares outstanding as of, and all Common Stock Shares issued after, the Record Date. The Rights will separate from the Common Stock, separate certificates will be distributed to holders of the Common Stock Shares and the Rights will become exercisable upon the earlier of (i) the close of business on the 10th calendar day following the earlier of (a) the date of the first public announcement that a person or a group of affiliated or associated persons has acquired beneficial ownership of 9.815% or more of the outstanding Common Stock Shares (an "Acquiring Person"), or ) (b) the date on which the Company first has notice or otherwise determines of that a person has become an Acquiring Person (the earlier of (a) and (b)announcement, the "Stock Share Acquisition Date"), or (ii) the close of business on the 10th business day following the commencement of a tender offer or exchange offer that would result, upon its consummation, in a person or group becoming the Beneficial Owner beneficial owner of 9.815% or more of the outstanding Common Stock Shares (the earlier of (i) and (ii), the "Distribution Date"). The Rights Agreement exempts from the definition of Acquiring Person any person who the Board of Directors determines acquired 9.8in excess of 15% or more of the Common Stock Shares inadvertently, if that person promptly divests itself of enough Common Stock Shares to reduce the number of shares beneficially owned by that person to below the 9.815% threshold. The Rights Agreement also exempts from the definition of Acquiring Person any person in connection with which the Board of Directors approved the transaction which otherwise would have resulted in that person becoming an Acquiring Person. Until the Distribution Date (or the earlier redemption, exchange or expiration of the Rights), ): (i) the Rights will be evidenced by the Common Stock Share certificates and will be transferred with and only with those the Common Stock Share certificates, (ii) new Common Stock Share certificates issued after the Record Date will include a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificate for Common Stock Shares -------------------------------------------------------------------------------- will also constitute the transfer of the Rights associated with the Common Stock Shares represented by that certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on January 256, 20112009, unless previously redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Right Certificates will be mailed to holders of record of Common Stock Shares as of the close of business on the Distribution Date and, thereafter, the separate Right Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only Common Stock Shares issued prior to the Distribution Date will be issued with Rights. If a Stock Share Acquisition Date occurs, proper provision will be made so that each holder of a Right (other than an Acquiring Person or associates or affiliates thereof, whose Rights will become null and void) thereafter has the right to receive upon exercise that number of shares of Common Stock Units having a market value of two times the exercise price of the Right (that right being referred to as the "Subscription Right"). If, at any time following the Distribution Share Acquisition Date: (i) the Company consolidates with, or merges with and into, any Acquiring Person or any associate or affiliate thereof, and the Company is not the continuing or surviving corporation, (ii) any Acquiring Person or any associate or affiliate thereof consolidates with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of that merger and, in connection with that merger, all or part of the Common Stock is Shares are changed into or exchanged for stock or other securities of any other person or cash or any other property, or (iii) 50% or more of the Company's assets or earning power is sold, mortgaged or otherwise transferred, each holder of a Right will thereafter have the right to receive, upon exercise, capital common stock of the acquiring company having a market value equal to two times the exercise price of the Right (that right being referred to as the "Merger Right"). Each holder of a Right will continue to have the Merger Right whether or not that holder has exercised the Subscription Right, but Rights that are or were beneficially owned by an Acquiring Person may (under certain circumstances specified in the Rights Agreement) become null and void. At any time after a Stock Share Acquisition Date occurs, the Board of Directors may, at its option, exchange Common Stock Shares or Preferred Units for all or any part of the then outstanding and exercisable Rights (which excludes Rights held by an Acquiring Person) at an initial exchange ratio of one share of Common Stock Share or one Preferred Unit per Right. However, the Board of Directors generally will not be empowered to effect any such that exchange at any time after any person becomes the Beneficial Owner beneficial owner of 50% or more of the Common StockShares. The Exercise Price payable, and the number of Preferred Units or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a share dividend on, or a subdivision, combination or reclassification of, the Preferred StockShares, (ii) if holders of the Preferred Stock Shares are granted certain rights or warrants to subscribe for Preferred Stock Shares or convertible securities at less than the current market price of the Preferred StockShares, or (iii) upon the distribution to holders of the Preferred Stock Shares of -------------------------------------------------------------------------------- evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to in (i) and (ii)). With certain exceptions, no adjustment in the Exercise Price will be required until cumulative adjustments amount to at least 1% of the Exercise Price. The Company is not obligated to issue fractional Preferred Units. If the Company elects not to issue fractional Preferred Units, in lieu thereof an adjustment in cash will be made based on the fair market value of the Preferred Stock Shares on the last trading date prior to the date of exercise. The Rights may be redeemed in whole, but not in part, at a price of $0.01 per Right (payable in cash, Common Stock Shares or other consideration considered appropriate by the Board of Directors) by the Board of Directors only until the earlier earliest of (i) the close of business on (i) the calendar day after the Stock Share Acquisition Date, or (ii) the expiration date of the Rights Agreement. Immediately upon any action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price. The Rights Agreement may be amended by the Board of Directors in its sole discretion until the earlier of the Distribution Date and the date on which the rights become nonredeemable, as described aboveDate. After the earlier of those two datesDistribution Date, the Board of Directors may, subject to certain limitations set forth in the Rights Agreement, amend the Rights Agreement only to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time period, or to make changes that do not adversely affect the interests of Rights holders (excluding the interests of an Acquiring Person or associates or affiliates thereof).

SUMMARY OF THE RIGHTS. Pursuant to the Rights Agreement, the Board of Directors declared a dividend distribution of one Preferred Stock Share Purchase Right (a "Right") for each outstanding share of common stockshare, $1.00 par value $0.01 per share, of the Company (the "Common StockShares") to shareholders of record as of the close of business on April 6February 16, 2001 1999 (the "Record Date"). In addition, one Right will automatically attach to each share of Common Stock Share issued between the Record Date and the Distribution Date (as defined herein). Each Right entitles the registered holder thereof to purchase from the Company a unit (a "Preferred Unit") consisting of one one-thousandth of a share of Series B Cumulative A Non-Voting Serial Preferred StockShare, without par value $0.01 per share (the "Preferred StockShares"), at a cash exercise price of $50.00 100.00 per Preferred Unit (the "Exercise Price"), subject to adjustment. Initially, the Rights are not exercisable and are attached to and trade with the Common Stock Shares outstanding as of, and all Common Stock Shares issued after, the Record Date. The Rights will separate from the Common Stock, Shares as separate certificates will be distributed to holders holder of the Common Stock Shares and the Rights will become exercisable upon the earlier of (i) the close of business on the 10th calendar day following the earlier of first public announcement (a) the date of that announcement, the first public announcement "Share Acquisition Date") that a person or a group of affiliated or associated persons has acquired beneficial ownership of 9.815% or more of the outstanding Common Stock Shares (an "Acquiring Person"), or (b) the date on which the Company first has notice or otherwise determines that a person has become an Acquiring Person (the earlier of (a) and (b), the "Stock Acquisition Date"), or (ii) the close of business on the 10th business day following the commencement of a tender offer or exchange offer that would result, upon its consummation, in a person or group becoming the Beneficial Owner beneficial owner of 9.815% or more of the outstanding Common Stock Shares (the earlier of (i) and (ii), the "Distribution Date"). The Rights Agreement exempts from the definition of Acquiring Person any person who the Board of Directors determines acquired 9.8in excess of 15% or more of the Common Stock Shares inadvertently, if that person promptly divests itself of enough Common Stock Shares to reduce the number of shares beneficially owned by that person to below the 9.815% threshold. The Rights Agreement also exempts from the definition of Acquiring Person any person in connection with which the Board of Directors approved the transaction which otherwise would have resulted in that person becoming an Acquiring Person. Until the Distribution Date (or the earlier redemption, exchange or expiration of the Rights), ): (i) the Rights will be evidenced by the Common Stock Share certificates and will be transferred with and only with those such Common Stock Share certificates, (ii) new Common Stock Share certificates issued after the Record Date will include a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificate certificates for Common Stock Shares will also constitute the transfer of the Rights associated with the Common Stock Shares represented by that certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on January 2526, 20112009, unless previously redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Right Certificates will be mailed to holders of record of Common Stock Shares as of the close of business on the Distribution Date and, thereafter, the separate Right Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only Common Stock Shares issued prior to the Distribution Date will be issued with Rights. If a Stock Share Acquisition Date occurs, proper provision will be made so that each holder of a Right (other than an Acquiring Person or associates or affiliates thereof, whose Rights will become null and void) thereafter has the right to receive upon exercise that number of shares of Common Stock Preferred Units having a market value of two times the exercise price of the Right (that right being referred to as the "Subscription Right"). If, at any time following the Distribution Share Acquisition Date: (i) the Company consolidates with, or merges with and into, any Acquiring Person or any associate or affiliate thereof, and the Company is not the continuing or surviving corporation, (ii) any Acquiring Person or any associate or affiliate thereof consolidates with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of that such merger and, in connection with that such merger, all or part of the Common Stock is Shares are changed into or exchanged for stock or other securities of any other person or cash or any other property, or (iii) 50% or more of the Company's assets or earning power is sold, mortgaged or otherwise transferred, each holder of a Right will thereafter have the right to receive, upon exercise, capital common stock of the acquiring company having a market value equal to two times the exercise price of the Right (that such right being referred to as the "Merger Right"). Each holder of a Right will continue to have the Merger Right whether or not that holder has exercised the Subscription Right, but Rights that are or were beneficially owned by an Acquiring Person may (under certain circumstances specified in the Rights Agreement) become null and void. At any time after a Stock Share Acquisition Date occurs, the Board of Directors may, at its option, exchange Common Stock Shares or Preferred Units for all or any part of the then outstanding and exercisable Rights (which excludes Rights held by an Acquiring Person) at an initial exchange ratio of one share of Common Stock Share or one Preferred Unit per Right. However, the Board of Directors generally will not be empowered to effect any such exchange at any time after any person becomes the Beneficial Owner beneficial owner of 50% or more of the Common StockShares. The Exercise Price payable, and the number of Preferred Units or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a share dividend on, or a subdivision, combination or reclassification of, the Preferred StockShares, (ii) if holders of the Preferred Stock Shares are granted certain rights or warrants to subscribe for Preferred Stock Shares or convertible securities at less than the current market price of the Preferred StockShares, or (iii) upon the distribution to holders of the Preferred Stock Shares of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to in (i) and (ii)). With certain exceptions, no adjustment in the Exercise Price will be required until cumulative adjustments amount to at least 1% of the Exercise Price. The Company is not obligated to issue fractional Preferred Units. If the Company elects not to issue fractional Preferred Units, in lieu thereof an adjustment in cash will be made based on the fair market value of the Preferred Stock Shares on the last trading date prior to the date of exercise. The Rights may be redeemed in whole, but not in part, at a price of $0.01 per Right (payable in cash, Common Stock Shares or other consideration considered appropriate by the Board of Directors) by the Board of Directors only until the earlier earliest of (i) the close of business on (i) the calendar day after the Stock Share Acquisition Date, or (ii) the expiration date of the Rights Agreement. Immediately upon any action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price. The Rights Agreement may be amended by the Board of Directors in its sole discretion until the earlier of the Distribution Date and the date on which the rights become nonredeemable, as described aboveDate. After the earlier of those two datesDistribution Date, the Board of Directors may, subject to certain limitations set forth in the Rights Agreement, amend the Rights Agreement only to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time period, or to make changes that do not adversely affect the interests of Rights holders (excluding the interests of an Acquiring Person or associates or affiliates thereof).

SUMMARY OF THE RIGHTS. Pursuant to the Rights Agreement, the Board of Directors declared a dividend distribution of one Preferred Stock Share Purchase Right (a "Right") for each outstanding share of common stockshare, without par value $0.01 per sharevalue, of the Company (the "Common StockShares") to shareholders of record as of the close of business on April 6May 12, 2001 1999 (the "Record Date"). In addition, one Right will automatically attach to each share of Common Stock Share issued between the Record Date and the Distribution Date (as defined herein). Each Right entitles the registered holder thereof to purchase from the Company a unit (a "Preferred Unit") consisting of one one-thousandth of a share of Series B Cumulative A Preferred StockShare, without par value $0.01 per share (the "Preferred StockShares"), at a cash exercise price of $50.00 30.00 per Preferred Unit (the "Exercise Price"), subject to adjustment. Initially, the Rights are not exercisable and are attached to and trade with the Common Stock Shares outstanding as of, and all Common Stock Shares issued after, the Record Date. The Rights will separate from the Common Stock, Shares as separate certificates will be distributed to holders of the Common Stock Shares and the Rights will become exercisable upon the earlier of (i) the close of business on the 10th calendar day following the earlier of first public announcement (a) the date of that announcement, the first public announcement "Share Acquisition Date") that a person or a group of affiliated or associated persons has acquired beneficial ownership of 9.821% or more of the outstanding Common Stock Shares (an "Acquiring Person"), or (b) the date on which the Company first has notice or otherwise determines that a person has become an Acquiring Person (the earlier of (a) and (b), the "Stock Acquisition Date"), or (ii) the close of business on the 10th business day following the commencement of a tender offer or exchange offer that would result, upon its consummation, in a person or group becoming the Beneficial Owner beneficial owner of 9.821% or more of the outstanding Common Stock Shares (the earlier of (i) and (ii), the "Distribution Date"). The Rights Agreement exempts from the definition of Acquiring Person any person who the Board of Directors determines acquired 9.8in excess of 21% or more of the Common Stock Shares inadvertently, if that person promptly divests itself of enough Common Stock Shares to reduce the number of shares beneficially owned by that person to below the 9.821% threshold. The Rights Agreement also exempts from the definition of Acquiring Person any person in connection with which the Board of Directors approved the transaction which otherwise would have resulted in that person becoming an Acquiring Person. Until the Distribution Date (or the earlier redemption, exchange or expiration of the Rights), ): (i) the Rights will be evidenced by the Common Stock Share certificates and will be transferred with and only with those such Common Stock Share certificates, (ii) new Common Stock Share certificates issued after the Record Date will include a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificate certificates for Common Stock Shares will also constitute the transfer of the Rights associated with the Common Stock Shares represented by that certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on January 25April 7, 20112009, unless previously redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Right Certificates will be mailed to holders of record of Common Stock Shares as of the close of business on the Distribution Date and, thereafter, the separate Right Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only Common Stock Shares issued prior to the Distribution Date will be issued with Rights. If a Stock Share Acquisition Date occurs, proper provision will be made so that each holder of a Right (other than an Acquiring Person or associates or affiliates thereof, whose Rights will become null and void) thereafter has the right to receive upon exercise that number of shares of Common Stock Preferred Units having a market value of two times the exercise price of the Right (that right being referred to as the "Subscription Right"). If, at any time following the Distribution Share Acquisition Date: (i) the Company consolidates with, or merges with and into, any Acquiring Person or any associate or affiliate thereof, and the Company is not the continuing or surviving corporation, (ii) any Acquiring Person or any associate or affiliate thereof consolidates with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of that such merger and, in connection with that such merger, all or part of the Common Stock is Shares are changed into or exchanged for stock or other securities of any other person or cash or any other property, or (iii) 50% or more of the Company's assets or earning power is sold, mortgaged or otherwise transferred, each holder of a Right will thereafter have the right to receive, upon exercise, capital common stock of the acquiring company having a market value equal to two times the exercise price of the Right (that such right being referred to as the "Merger Right"). Each holder of a Right will continue to have the Merger Right whether or not that holder has exercised the Subscription Right, but Rights that are or were beneficially owned by an Acquiring Person may become null and void (under certain circumstances specified in the Rights Agreement) become null and void). At any time after a Stock Share Acquisition Date occurs, the Board of Directors may, at its option, exchange Common Stock Shares or Preferred Units for all or any part of the then outstanding and exercisable Rights (which excludes Rights held by an Acquiring Person) at an initial exchange ratio of one share of Common Stock Share or one Preferred Unit per Right. However, the Board of Directors generally will not be empowered to effect any such exchange at any time after any person becomes the Beneficial Owner beneficial owner of 50% or more of the Common StockShares. The Exercise Price payable, and the number of Preferred Units or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a share dividend on, or a subdivision, combination or reclassification of, the Preferred StockShares, (ii) if holders of the Preferred Stock Shares are granted certain rights or warrants to subscribe for Preferred Stock Shares or convertible securities at less than the current market price of the Preferred StockShares, or (iii) upon the distribution to holders of the Preferred Stock Shares of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to in (i) and (ii)). With certain exceptions, no adjustment in the Exercise Price will be required until cumulative adjustments amount to at least 1% of the Exercise Price. The Company is not obligated to issue fractional Preferred Units. If the Company elects not to issue fractional Preferred Units, in lieu thereof an adjustment in cash will be made based on the fair market value of the Preferred Stock Shares on the last trading date prior to the date of exercise. The Rights may be redeemed in whole, but not in part, at a price of $0.01 per Right (payable in cash, Common Stock Shares or other consideration considered appropriate by the Board of Directors) by the Board of Directors only until the earlier of (i) the close of business on (i) the calendar day after the Stock Share Acquisition Date, or (ii) the expiration date of the Rights Agreement. Immediately upon any action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price. The Rights Agreement may be amended by the Board of Directors in its sole discretion until the earlier of the Distribution Date and the date on which that the rights become nonredeemable, as described above. After the earlier of those two dates, the Board of Directors may, subject to certain limitations set forth in the Rights Agreement, amend the Rights Agreement only to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time period, or to make changes that do not adversely affect the interests of Rights holders (excluding the interests of an Acquiring Person or associates or affiliates thereof).

SUMMARY OF THE RIGHTS. Pursuant to the Rights Agreement, the Board of Directors declared a dividend distribution of one Preferred Stock Share Purchase Right (a "Right") for each outstanding share of common stockshare, without par value $0.01 per sharevalue, of the Company (the "Common StockShares") to shareholders of record as of the close of business on April 6January 29, 2001 1999 (the "Record Date"). In addition, one Right will automatically attach to each share of Common Stock Share issued between the Record Date and the Distribution Date (as defined hereinhereinafter defined). Each Right entitles the registered holder thereof to purchase from the Company a unit (a "Preferred Unit") consisting of one one-thousandth of a share of Class B Series B I Cumulative Preferred StockShare, without par value $0.01 per share (the "Preferred StockShares"), at a cash exercise price of $50.00 40.00 per Preferred Unit (the "Exercise Price"), subject to adjustment. Initially, the Rights are not exercisable and are attached to and trade with the Common Stock Shares outstanding as of, and all Common Stock Shares issued after, the Record Date. The Rights will separate from the Common Stock, separate certificates will be distributed to holders of the Common Stock Shares and the Rights will become exercisable upon the earlier of (i) the close of business on the 10th calendar day following the earlier of (a) the date of the first public announcement that a person or a group of affiliated or associated persons has acquired beneficial ownership of 9.815% or more of the outstanding Common Stock Shares (an "Acquiring Person"), or ) (b) the date on which the Company first has notice or otherwise determines of that a person has become an Acquiring Person (the earlier of (a) and (b)announcement, the "Stock Share Acquisition Date"), or (ii) the close of business on the 10th business day following the commencement of a tender offer or exchange offer that would result, upon its consummation, in a person or group becoming the Beneficial Owner beneficial owner of 9.815% or more of the outstanding Common Stock Shares (the earlier of (i) and (ii), the "Distribution Date"). The Rights Agreement exempts from the definition of Acquiring Person any person who the Board of Directors determines acquired 9.8in excess of 15% or more of the Common Stock Shares inadvertently, if that person promptly divests itself of enough Common Stock Shares to reduce the number of shares beneficially owned by that person to below the 9.815% threshold. The Rights Agreement also exempts from the definition of Acquiring Person any person in connection with which the Board of Directors approved the transaction which otherwise would have resulted in that person becoming an Acquiring Person. Until the Distribution Date (or the earlier redemption, exchange or expiration of the Rights), ): (i) the Rights will be evidenced by the Common Stock Share certificates and will be transferred with and only with those such Common Stock Share certificates, (ii) new Common Stock Share certificates issued after the Record Date will include a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificate certificates for Common Stock Shares will also constitute the transfer of the Rights associated with the Common Stock Shares represented by that certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on January 25December 30, 20112018, unless previously redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Right Certificates will be mailed to holders of record of Common Stock Shares as of the close of business on the Distribution Date and, thereafter, the separate Right Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only Common Stock Shares issued prior to the Distribution Date will be issued with Rights. If a Stock Share Acquisition Date occurs, proper provision will be made so that each holder of a Right (other than an Acquiring Person or associates or affiliates thereof, whose Rights will become null and void) thereafter has the right to receive upon exercise that number of shares of Common Stock Units having a market value of two times the exercise price of the Right (that right being referred to as the "Subscription Right"). If, at any time following the Distribution Share Acquisition Date: (i) the Company consolidates with, or merges with and into, any Acquiring Person or any associate or affiliate thereof, and the Company is not the continuing or surviving corporation, (ii) any Acquiring Person or any associate or affiliate thereof consolidates with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of that such merger and, in connection with that such merger, all or part of the Common Stock is Shares are changed into or exchanged for stock or other securities of any other person or cash or any other property, or (iii) 50% or more of the Company's assets or earning power is sold, mortgaged or otherwise transferred, each holder of a Right will thereafter have the right to receive, upon exercise, capital common stock of the acquiring company having a market value equal to two times the exercise price of the Right (that such right being referred to as the "Merger Right"). Each holder of a Right will continue to have the Merger Right whether or not that holder has exercised the Subscription Right, but Rights that are or were beneficially owned by an Acquiring Person may (under certain circumstances specified in the Rights Agreement) become null and void. At any time after a Stock Share Acquisition Date occurs, the Board of Directors may, at its option, exchange Common Stock Shares or Preferred Units for all or any part of the then outstanding and exercisable Rights (which excludes Rights held by an Acquiring Person) at an initial exchange ratio of one share of Common Stock Share or one Preferred Unit per Right. However, the Board of Directors generally will not be empowered to effect any such exchange at any time after any person becomes the Beneficial Owner beneficial owner of 50% or more of the Common StockShares. The Exercise Price payable, and the number of Preferred Units or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a share dividend on, or a subdivision, combination or reclassification of, the Preferred StockShares, (ii) if holders of the Preferred Stock Shares are granted certain rights or warrants to subscribe for Preferred Stock Shares or convertible securities at less than the current market price of the Preferred StockShares, or (iii) upon the distribution to holders of the Preferred Stock Shares of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to in (i) and (ii)). With certain exceptions, no adjustment in the Exercise Price will be required until cumulative adjustments amount to at least 1% of the Exercise Price. The Company is not obligated to issue fractional Preferred Units. If the Company elects not to issue fractional Preferred Units, in lieu thereof an adjustment in cash will be made based on the fair market value of the Preferred Stock Shares on the last trading date prior to the date of exercise. The Rights may be redeemed in whole, but not in part, at a price of $0.01 per Right (payable in cash, Common Stock Shares or other consideration considered appropriate by the Board of Directors) by the Board of Directors only until the earlier earliest of (i) the close of business on (i) the calendar day after the Stock Share Acquisition Date, or (ii) the expiration date of the Rights Agreement. Immediately upon any action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price. The Rights Agreement may be amended by the Board of Directors in its sole discretion until the earlier of the Distribution Date and the date on which the rights become nonredeemable, as described aboveDate. After the earlier of those two datesDistribution Date, the Board of Directors may, subject to certain limitations set forth in the Rights Agreement, amend the Rights Agreement only to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time period, or to make changes that do not adversely affect the interests of Rights holders (excluding the interests of an Acquiring Person or associates or affiliates thereof). Until a Right is exercised, the holder will have no rights as a shareholder of the Company (beyond those as an existing shareholder), including the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders or to the Company, shareholders may, depending upon the circumstances, recognize taxable income if the Rights become exercisable for Units, other securities of the Company or other consideration, or for common shares of an acquiring company.