RIGHTS AGREEMENT KELLWOOD COMPANY and AMERICAN STOCK TRANSFER AND TRUST COMPANY Rights Agent Dated as of June 10, 2006Rights Agreement • June 12th, 2006 • Kellwood Co • Women's, misses', and juniors outerwear • Delaware
foregoing, no Right may be exercised for Common Stock of the Company until the Rights have become non-redeemable, as described below. If, at any time following the Distribution Date, the Company is acquired in a merger or other business combination transaction or 50% or more of its assets or earning power is sold other than pursuant to a Qualified Offer, each holder of a Right will thereafter have the right to receive, upon exercise of the Right at the then current Purchase Price, a number of shares of common stock of the acquiring company which at the time of the transaction would have a market value of two times the Purchase Price. The events described in this paragraph are defined as “Triggering Events.”
