EXHIBIT INDEX
Exhibit No. Description
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(4)(a) Form of Rights Agreement dated as of April 7, 1997, between
the Company and BankBoston, N.A. (f/k/a The First National Bank
of Boston), as Rights Agent, which includes as Exhibits A and B
thereto the Form of Rights Certificate and the Summary of
Rights to Purchase Preferred Stock, respectively (incorporated
by reference to Exhibit 4.10 to the Company's Current Report on
Form 8-K dated April 7, 1997).
(4)(b) Form of Amendment No. 1, dated as of February 7, 2000, to the
Rights Agreement dated as of April 7, 1997, between the Company
and BankBoston, N.A. (f/k/a The First National Bank of Boston),
as Rights Agent (incorporated by reference to Exhibit (4)(b) to
Amendment No. 2 to the Company's Form 8-A Registration Statement
filed with the Commission on February 8, 2000).