Common use of Issue of Rights Certificates Clause in Contracts

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company shall determine prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day Business Day after the a Stock Acquisition Date (or, if involving an Acquiring Person that has become such in a transaction as to which the tenth day after Board of Directors has not made the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date)determination referred to in Section 11(a)(ii)(B) hereof, or (ii) the close of business on the tenth within ten (10) Business Day Days (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. Upon the distribution of the Rights Certificates as provided in this subsection (a), the trust created hereby shall cease.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close Close of business Business on the tenth Business Day day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person organized, appointed trustee or established by the Company for or pursuant fiduciary with respect to the terms of any such planplan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Regulations under the Exchange ActAct Regulations, if upon consummation thereof, thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights right certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring PersonDirectors) after the date that a tender of the commencement of, or exchange offer by first public announcement of the intent of any Person (other than the Company, any Subsidiary subsidiary of the Company, any employee benefit plan of the Company or any of any Subsidiary of the Companyits subsidiaries, or any Person entity organized, appointed or established by the Company or any of its subsidiaries for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date which is first published on or sent or given within after the meaning date of Rule 14d-2(a) this Agreement and prior to the issuance of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding Rights) (the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Rights Agent will send shall send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates or, for Common Stock shall be deemed also held in book-entry accounts through the direct registration service of the Company’s transfer agent, by such book-entry accounts (together with a direct registration transaction advice with respect to be certificates for Rightssuch shares) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein, or (ii) credit the book-entry account of such holder with such Rights and send a direct registration transaction advice with respect to such Rights to such holder. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights CertificatesCertificates or such credits to the book-entry accounts, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed distributed, or only whole numbers of Rights are credited to book-entry accounts, and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates or such book-entry credits and related direct registration transaction advices. In the event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions in this Agreement that reference Rights Certificates shall be interpreted to reflect that the Rights are credits to the book-entry accounts, that separate Rights Certificates are not issued with respect to some or all of the Rights, and that any legend required on a Rights Certificate may be placed on the direct registration transaction advice with respect to certain Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company shall determine prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(o) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates, and the Rights will be transferable only by transfer separate from the transfer of the shares of Common Stock previously underlying such Rights. The Company shall promptly give notice in accordance with Section 25 hereof to the Rights Agent upon the occurrence of the Distribution Date and, in any event, if such notice is given orally, the Company shall confirm the same in writing on or before the next Business Day at the address provided in Section 25 hereof. Until such notice is given to the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person, and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person organized, appointed trustee or established by the Company for or pursuant fiduciary with respect to the terms of any such planplan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if upon consummation thereof, thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of a majority of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personthe occurrence of a Section 11(a)(ii) Event) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such planan Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if upon consummation thereof, thereof such Person would be an Acquiring Person (including, in the Beneficial Owner case of 15% or more both clause (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the shares of Common Stock then outstanding (the Rights)(the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close earlier of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close Close of business on the Record Date), or (ii) the close of business Business on the tenth Business Day (or such later date as may be determined by action after the Stock Acquisition Date, and the Close of Business on the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) tenth Business Day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person organized, appointed trustee or established by the Company for or pursuant fiduciary with respect to the terms of any such planplan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if upon consummation thereof, thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding outstanding, or (ii) such later date as may be determined by action of a majority of the earlier Independent Directors (such determination to be made prior to either of the dates specified in (i) above) and of which the Company will give the Rights Agent prompt written notice (ii) such date above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto A (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company shall determine prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than any Exempted Person, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until Close of Business on the earlier of (i) the close Close of business Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), ) or (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or employee stock plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificatesCertificates, in substantially the form of Exhibit B hereto (individually a "Rights Certificate" and collectively the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or ) and (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company shall determine prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more first public announcement of the shares intention of Common Stock then outstanding any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) thereof and not by separate certificates Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person organized, appointed trustee or established by the Company for or pursuant fiduciary with respect to the terms of any such planplan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if upon consummation thereof, thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.,

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day Business Day after the a Stock Acquisition Date (or, if involving an Acquiring Person that has become such in a transaction as to which the tenth day after Board of Directors has not made the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date)determination referred to in Section 11(a)(ii)(B) hereof, or (ii) the close of business on the tenth within ten (10) Business Day Days (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 1520% or more of the shares of Common Stock Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). The Company must promptly notify the Rights Agent of such Distribution Date and request that its transfer agent provide the Rights Agent with a list of the record holders of the Company's Common Shares as of the close of business on the Distribution Date. As soon as practicable after the Distribution DateRights Agent receives such notice and list, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), ) or (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding outstanding, (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, and receipt of written notice of the Distribution Date from the Company, the Rights Agent will will, at the Company's expense, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (10th) day (or such later date as may be determined by action of the Board of Continuing Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender of the commencement of, or exchange offer by first public announcement of the intent of any Person (other than the Company, any Subsidiary of the Company, Company or any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) ), to commence, a tender or exchange offer which would result in such person becoming an Acquiring Person (including any such date which is first published or sent or given within after the meaning date of Rule 14d-2(a) this Agreement and prior to the issuance of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding Rights) (the earlier earliest of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors of the Company prior to such time as any Person becomes an Acquiring PersonPerson and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person organized, appointed or established by the Company entity holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under or any successor rule or of the Exchange Actfirst public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer, if upon consummation thereof, thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent thereof and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights certificatesCertificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day (10th) Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date that of the commencement of a tender offer or exchange offer by any Person (other than the Company, any Subsidiary subsidiary of the Company, any employee benefit plan of the Company or any of any Subsidiary of the Companyits subsidiaries, or any Person or entity organized, appointed or established by the Company or any of its subsidiaries for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, or any successor provision thereto, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier earliest of (i) and (ii) being herein referred to as the "“Distribution Date"”), (xA) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (yB) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Rights Agent will send shall send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificatesa certificate for Rights, in substantially the form of Exhibit B A hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(n) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a15(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. The Company will make available, as soon as practicable following the date hereof, a Summary of Rights, in substantially the form attached hereto as Exhibit B (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Final Expiration Date. With respect to certificates for the Common Stock issued at any time after the Record Date and until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding at any time after the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the close ---------------------------- Close of business Business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of a majority of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personthe occurrence of a Section 11(a)(ii) Event) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such planan Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if upon consummation thereof, thereof such Person would be an Acquiring Person (including, in the Beneficial Owner case of 15% or more both clause (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the shares of Common Stock then outstanding (the Rights)(the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the ----------------- provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company); provided, however, -------- ------- that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each ------------------- share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person organized, appointed or established by the Company entity holding Common Stock for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under first public announcement of the Exchange Actintention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer that, if upon consummation thereofconsummated, would result in such Person, alone or together with its Affiliates and Associates, becoming an Acquiring Person would be (including any such date which is after the Beneficial Owner date of 15% or more this Agreement and prior to the issuance of the shares of Common Stock then outstanding (Rights; the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, rights certificates in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Share Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person organized, appointed or established by the Company entity holding Common Shares for or pursuant to the terms of any such plan) is of, or of the first published public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or sent of any Subsidiary of the Company or given any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Securities Act, if upon the consummation thereof, such of which would result in any Person would be becoming the Beneficial Owner of Common Shares aggregating 15% or more of the shares of Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights certificatesCertificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors upon approval by a majority of the Company Continuing Directors prior to such time as any Person becomes an Acquiring PersonPerson and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person organized, appointed or established by the Company entity holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under or any successor rule or of the Exchange Actfirst public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence a tender or exchange offer, if upon consummation thereof, thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent thereof and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights certificatesCertificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the close Close of business Business on the tenth day (or such later date as may be determined by action of the Board (with the concurrence of a majority of the Continuing Directors)) after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or (ii) the close Close of business Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board (with the concurrence of Directors a majority of the Company prior to such time as any Person becomes an Acquiring Person) Continuing Directors), after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereofthereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding or (iii) the Close of Business on the tenth Business Day after an Adverse Person Event (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced ----------------- (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-first- class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto specified in Section 4 hereof (the "Rights Certificates"), evidencing ------------------- one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsrights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the close Close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business Business on the tenth Business Day after the Stock Acquisition Date, (or such later date as may be determined by action ii) the Close of Business on the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) tenth Business Day after the date that a tender or exchange offer (other than a Permitted Offer) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person organized, appointed trustee or established by the Company for or pursuant fiduciary with respect to the terms of any such plana plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if upon consummation thereof, thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding outstanding, (iii) the first date of public announcement (including, without limitation, the filing of any report pursuant to Section 13(d) of the Exchange Act) by the Company or a 40% Person that a 40% Person has become such and (iv) the occurrence of a Section 13 Event (the earlier earliest of (i), (ii) (iii) and (iiiv) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the by transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send send, by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of attached as Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or (ii) the close Close of business Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of fifteen percent (15% %) or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one (1) or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one (1) Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereofof this Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person organized, appointed or established by entity holding Common Shares of the Company for or pursuant to the terms of any such plan) is first published of a tender or sent or given within exchange offer the meaning consummation of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such which would result in any Person would be becoming the Beneficial Owner of Common Shares of the Company aggregating 15% or more of the shares of Common Stock then outstanding Common Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by Book Entry or the certificates for Common Shares of the Common Stock Company registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock and Book Entry shall also be deemed also to be certificates for RightsRight Certificates) and not by separate certificates Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares Common Shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificatesa Right Certificate, in substantially the form of Exhibit B hereto (the "Rights Certificates"a “Right Certificate”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Right Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors and of which the Company will give the Rights Agent prompt written notice) after the Stock Acquisition Date (provided that the Acquiring Person shall remain the Beneficial Owner of 20% or more of the shares of Company Common Stock outstanding on such date), and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring PersonPerson and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person organized, appointed trustee or established by the Company for or pursuant fiduciary with respect to the terms of any such planplan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if upon consummation thereof, thereof such Person would be the Beneficial Owner of 1520% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the a Stock Acquisition Date (or, if involving an Acquiring Person that has become such in a transaction as to which the tenth day after Board of Directors has not made the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date)determination referred to in Section 11(a)(ii)(B) hereof, or (ii) the close of business on the tenth Business Day (or such later date as may be determined fixed by action of the Board of Directors of the Company prior by notice to such time as any Person becomes an Acquiring Person) the Rights Agent and publicly announced by the Company, which date shall not be later than 65 days after the date that a tender or exchange offer by any Person person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. Upon the distribution of the Rights Certificates as provided in this subsection (a), the trust created hereby shall cease.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day Business Day (or such specified later date as may be determined by the Board with the concurrence of a majority of the Continuing Directors before the occurrence of the Distribution Date) after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), ) or (ii) the close Close of business Business on the tenth Business Day (or such specified or unspecified later date as may be determined by action the Board with the concurrence of a majority of the Board of Continuing Directors before the occurrence of the Company prior to such time as any Person becomes an Acquiring PersonDistribution Date) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such planan Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph paragraphs (b) and (c) of this Section 3) by the certificates for the Common Stock of the Company registered in the names of the holders of the Common Stock of the Company either with the Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit B (the "Summary of Rights"), attached or bearing the legend set forth in Section 3(c) hereof (which certificates for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock of the Company (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, rights certificates in substantially the form of Exhibit B C hereto (the "Rights Certificates"), ) evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(p11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of clauses (i), (ii) and (iiiii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates or, for Common Stock shall be deemed also held in book-entry accounts through the direct registration service of the Company’s transfer agent, by such book-entry accounts (together with a direct registration transaction advice with respect to be certificates for Rightssuch shares) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein, or (ii) credit the book-entry account of such holder with such Rights and send a direct registration transaction advice with respect to such Rights to such holder. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights CertificatesCertificates or such credits to the book-entry accounts, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed distributed, or only whole numbers of Rights are credited to book-entry accounts, and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates or such book-entry credits and related direct registration transaction advices. In the event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions in this Agreement that reference Rights Certificates shall be interpreted to reflect that (A) such Rights are evidenced only by credits to the book-entry accounts, (B) separate Rights Certificates are not issued with respect to such Rights, (C) any legend required on a Rights Certificate may be placed on the direct registration transaction advice with respect to such Rights, and (D) any procedures for the transfer, split-up, combination, exchange, exercise or redemption of such Rights shall comport with the applicable book-entry procedures with respect to such action.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Share Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close Close of business Business on the tenth Business Day day (or such later date as may be determined by action of the Board Company's board of Directors of the Company directors prior to such time as any Person becomes an Acquiring PersonPerson and of which later date the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person organized, appointed or established by the Company holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given commenced within the meaning of Rule 14d-2(a) of the General Rules and Exchange Act Regulations under or of the Exchange Actfirst public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence a tender or exchange offer, if upon consummation thereof, thereof such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding (the earlier of the events described in (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the shares of Common Stock of the Company registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to of the Company). As soon as practicable after the Distribution Date, the Company will notify the Rights Agent of the occurrence of the Distribution Date and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights certificatesCertificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement which requires the payment by a Rights holder of applicable taxes and governmental charges unless and until the Rights Agent is satisfied that all such taxes and/or charges have been paid.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close Close of business Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring PersonBoard) after the date that a tender or exchange offer of the commencement (determined in accordance with Rule 14d-2 of the General Rules and Regulations under the Exchange Act as in effect as the date hereof or, if no longer applicable, the intent of such Rule 14d-2 as in effect on the date hereof as determined in good faith by the Board) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any of any Subsidiary of the Companyits Subsidiaries, or any Person entity organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in such Person becoming an Acquiring Person (including any such date which is first published on or sent or given within after the meaning date of Rule 14d-2(a) this Agreement and prior to the issuance of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding Rights) (the earlier of (i) and (ii) such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, except that the Rights associated with any uncertificated shares of Common Stock shall be evidenced by the registration of shares of Common Stock in the Company’s share register in the names of the holders thereof (which registration shall also be deemed to be registration of ownership of the associated Rights), and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, upon written request by the Company and receipt by the Rights Agent will send of all necessary and relevant information, the Rights Agent shall send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, held (subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights). As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. With respect to uncertificated shares of Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by the registration of the shares of Common Stock in the Company’s share register in the names of the holders thereof. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate, and the registration of transfer of ownership of any uncertificated shares of Common Stock outstanding on the Record Date shall also constitute the transfer of the Rights associated with such shares. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close Close of business Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring PersonBoard) after the date that a tender or exchange offer of the commencement (determined in accordance with Rule 14d-2 of the General Rules and Regulations under the Exchange Act as in effect as the date hereof or, if no longer applicable, the intent of such Rule 14d-2 as in effect on the date hereof as determined in good faith by the Board) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any of any Subsidiary of the Companyits Subsidiaries, or any Person entity organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan) of a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in such Person becoming an Acquiring Person (including any such date which is first published on or sent or given within after the meaning date of Rule 14d-2(a) this Agreement and prior to the issuance of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding Rights) (the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Company shall provide the Rights Agent will send with a list of holders of Common Stock and the Rights Agent shall send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, held (subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights). As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. Promptly following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be become an Acquiring Person or (iii) the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding Expiration Date (the earlier of (i), (ii) and (iiiii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Board of Directors of the Company may defer the date set forth in clause (ii) of the preceding sentence to a specified later date or to an unspecified later date, each to be determined, by action of a majority of the Board of Directors of the Company. As soon as practicable after the Distribution Date, the Rights Agent will will, at the Company's expense, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day Business Day after the a Stock Acquisition Date (or, if involving an Acquiring Person that has become such in a transaction as to which the tenth day after Board of Directors has not made the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date)determination referred to in Section 11(a)(ii) hereof, or (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given commenced within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if if, upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). The Company must promptly notify the Rights Agent of such Distribution Date and request that its transfer agent provide the Rights Agent with a list of the record holders of the Company's Common Shares as of the close of business on the Distribution Date. As soon as practicable after the Distribution DateRights Agent receives such notice and list, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional RightsRights in accordance with Section 14(a) hereof. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth business day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, thereof such Person would be the Beneficial Owner of 1520% or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth business day after the Board of Directors of the Company determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i) and ), (ii) or (iii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company will advise the Rights Agent in writing of the date of the Distribution Date. As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights right certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) 11 hereof, at the time of distribution of the Rights Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) 3.1......Until the earlier first to occur of (i) the close of business on the tenth day third Business Day after the Stock Acquisition Date (or, if the tenth day third Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day business day (as defined in Rule 14d-l(e)(6) promulgated under the Exchange Act, or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personcomparable or successor rule) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations promulgated under the Exchange ActAct (or any comparable or successor rule), if upon consummation thereof, such Person would be become an Acquiring Person (provided, however, that if such an offer is terminated prior to the Beneficial Owner occurrence of 15% a Distribution Date, then no Distribution Date shall occur as a result of such offer, or more (iii) the close of business on the shares of Common Stock then outstanding tenth Business Day after a determination, pursuant to Section 11(a)(ii)(D), that a Person is an Adverse Person (the earlier first to occur of (i), (ii) and (iiiii) being herein referred to as the "'Distribution Date"), (xA) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for Rights) and not by separate certificates and (yB) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Right Certificates, the Company shall make and notify the Rights Agent of the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date) involving an Acquiring Person that has become such in a transaction as to which a Requisite Majority has not made the determination specified in SECTION 11(a)(ii)(B), or ; (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Persondetermines) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed appointed, or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding outstanding; or (iii) the Close of Business on the tenth Business Day after a Person has become an Adverse Person (the earlier of the times referred to in CLAUSES (i) ), (ii), and (iiiii) being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3SECTION 3(b)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall will be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit EXHIBIT B hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided hereinin this Agreement. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section SECTION 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall will make the necessary and appropriate rounding adjustments (in accordance with Section SECTION 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the close Close of business Business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors a majority of the Company Continuing Directors prior to such time as any Person becomes an Acquiring Persontime) after the date that a tender or exchange offer (other than a Permitted Offer) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person organized, appointed trustee or established by the Company for or pursuant fiduciary with respect to the terms of any such plana plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if upon consummation thereof, thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding outstanding, and (iii) the first date of public announcement (including, without limitation, the filing of any report pursuant to Section 13(d) of the Exchange Act) by the Company or a 40% Person that a 40% Person has become such (the earlier earliest of (i), (ii) and (iiiii) above being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send send, by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B attached as EXHIBIT A hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date day, (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or such later date as specified by the majority of the Disinterested Directors, after the Stock Acquisition Date, or (ii) the close of business on the tenth Business Day (business day, or such later date as may be determined specified by action the majority of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) Disinterested Directors, after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a14e-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15shares of Voting Stock representing 28% or more of the shares of Common Stock then outstanding Voting Power (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As Unless otherwise delayed by an action of the Board of Directors, as soon as practicable after the Distribution Date, the Rights Agent will send send, by first-class, insured, postage postage- prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before is prior to the Record Date, the close of business on the Record Date), ) or (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% 20 percent or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "“Distribution Date"”), (xw) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall also be deemed also to be certificates for Rights) and not by separate certificates and Rights Certificates, (yx) the Rights and the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying Common Stock and any transfer of Common Stock shall also constitute the transfer of the associated Rights represented by the same certificate, (y) in the event the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such acquired Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding, and (including a transfer z) in the event the Company issues any Common Stock after the Record Date but prior to the Companyearliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Company shall issue one Right for each such newly issued share of Common Stock (subject to adjustment as provided in Section 11(h)) which Right shall be evidenced by the certificate for the associated share of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights certificatesCertificate, in substantially the form of Exhibit B hereto (the "a “Rights Certificates"Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof11(h), at the time of distribution of the Rights Certificates, Certificates are distributed the Company shall make the necessary and appropriate rounding adjustments (in accordance with pursuant to Section 14(a) hereof) so that Rights Certificates are distributed representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of a majority of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personthe occurrence of a Section 11(a)(ii) Event) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such planan Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if upon consummation thereof, thereof such Person would be an Acquiring Person (including, in the Beneficial Owner case of 15% or more both clauses (i) and (ii), any such time which is after the date of this Agreement and prior to the issuance of the shares of Common Stock then outstanding (the Rights)(the earlier of (i) and (ii) above being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company); PROVIDED, HOWEVER, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B A hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the close Close of business Business on the tenth day (or such later date as may be determined by action of the Board (with the concurrence of a majority of the Continuing Directors)) after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or (ii) the close Close of business Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board (with the concurrence of Directors a majority of the Company prior to such time as any Person becomes an Acquiring Person) Continuing Directors), after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereofthereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 1520% or more of the shares of Common Stock then outstanding or (iii) the Close of Business on the tenth Business Day after an Adverse Person Event (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the ----------------- provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Company Securities registered in the names of the holders of the Common Stock Company Securities (which certificates for Common Stock Company Securities shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Company Securities (including a transfer to the CompanyCompany or a conversion of shares of Convertible Preferred Stock). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Company Securities as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto specified in Section 4 hereof (the "Rights Certificates"), evidencing one Right ------------------- for each share of Common Stock so heldheld or evidencing ten Rights for each share of Convertible Preferred Stock so held (as the case may be), subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Company Securities has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsrights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or at such later date time as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) may designate after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 1520% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) ), as either of such periods may be extended pursuant to the provisions of Section 27 hereof, being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights right certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of tenth business on the tenth Business Day day (or such later date as may be determined by action of the Board of Directors (upon approval by a majority of the Company Continuing Directors) prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person organized, appointed or established by the Company entity holding Common Shares for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under first public announcement of the Exchange Actintention of any Person (other than the Company, if upon any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence a tender or exchange offer, the consummation thereof, such of which would result in any Person would be becoming the Beneficial Owner of Common Shares aggregating 15% or more of the shares then-outstanding Common Shares (including any such date which is after the date of Common Stock then outstanding (this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Shares. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent thereof and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights certificatesCertificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close ---------------------------- Close of business Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) business day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person organized, appointed trustee or established by the Company for or pursuant fiduciary with respect to the terms of any such planplan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if upon consummation thereof, thereof such Person would be the Beneficial Owner of shares of Company Common Stock representing 15% or more of the total Voting Rights of all the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Effective Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-first- class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B A-1 hereto (in the case of a G-P Right) or Exhibit A-2 hereto (in the case of a Timber Right) (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the close Close of business Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors of the Company prior to such time as any Person becomes an Acquiring PersonDirectors) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such planan Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct that, if upon consummation thereofconsummated, would result in such Person would be alone or together with its Affiliates and Associates becoming an Acquiring Person, or (iii) immediately upon the Beneficial Owner occurrence of 15% or more a determination by the Board of Directors of the shares of Common Stock then outstanding Company that a person is an Adverse Person (the earlier of (i) and ), (ii), or (iii) being herein are referred to in this Agreement as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the outstanding certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, Date the Rights Agent will send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights right certificates, in substantially the form of Exhibit B hereto A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided hereinin this Agreement. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day Business Day after the a Stock Acquisition Date (or, if involving an Acquiring Person that has become such in a transaction as to which the tenth day after Board of Directors has not made the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date)determination referred to in Section 11(a)(ii)(B) hereof, or (ii) the close of business on the tenth within ten (10) Business Day Days (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 1520% or more of the shares of Common Stock Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. Upon the distribution of the Rights Certificates as provided in this subsection (a), the trust created hereby shall cease.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, Company or any Person organized, appointed or established by the Company entity holding Common Shares for or pursuant to the terms of any such plan) plan or compensation arrangement is first published or sent or given within the meaning of Rule 14d-2(a) 14d-2 of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 1520% or more of the shares of Common Stock then outstanding (outstanding; the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights (and the right to receive separate certificates ("Rights Certificates")) will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company)) as more fully set out below. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights certificatesCertificate, which shall be in substantially the form of Exhibit B A hereto (the "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common Shares, in substantially the form of Exhibit B hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired shares which are subsequently disposed of by the Company) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend (or one substantially similar): "This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement, as it may from time to time be supplemented or amended, between Energizer Holdings, Inc. and Continental Stock Transfer & Trust Company, (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Energizer Holdings, Inc. Under certain circumstances, as set forth in the Rights Agreement, such rights may be redeemed or exchanged, may expire, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Energizer Holdings, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances, rights issued to or held by Acquiring Persons or their Affiliates or Associates (as defined in the Rights Agreement) and any subsequent holder of such rights may become null and void." With respect to such certificates containing the foregoing legend, until the Distribution Date, the Redemption Date or the Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated therewith. In the event that the Company purchases or acquires any Common Shares prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired unless and until such Common Shares are subsequently issued by the Company so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action a majority of the Board of Continuing Directors of the Company prior to such time as any Person becomes an Acquiring PersonPerson and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person organized, appointed or established by the Company entity holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under or any successor rule or of the Exchange Actfirst public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence a tender or exchange offer, if upon consummation thereof, thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent thereof and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights certificatesCertificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close Close of business Business on the tenth Business Day (or such later date day as may be determined by action of the Board of Directors (but only if at the time of such determination there are then in office not less than two Continuing Directors and such action is approved by a majority of the Company Continuing Directors) prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer of commencement by any Person (other than the Companyan Exempt Person) of, any Subsidiary or of the Company, any employee benefit plan first public announcement of the Company or intention of any Subsidiary of the CompanyPerson (other than an Exempt Person) to commence, a tender or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Actexchange offer, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Rights Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Rights Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Rights Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock as has been made pursuant to Section 11(p) hereof, at . At the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Rights Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day Business Day (or such specified or unspecified later date as may be determined by the Board before the occurrence of a Distribution Date) after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), ) or (ii) the close Close of business Business on the tenth Business Day (or such specified or unspecified later date as may be determined by action of the Board before the occurrence of Directors of the Company prior to such time as any Person becomes an Acquiring Persona Distribution Date) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such planan Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Voting Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph paragraphs (b) and (c) of this Section 3) by the certificates for the Common Stock of the Company registered in the names of the holders of the Common Stock of the Company whether or not bearing the legend set forth in Section 3(c) hereof (which certificates for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock of the Company (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, insured postage prepaid mail, to each record holder of the Common Stock of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at At the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth calendar day after the Stock Acquisition Date (or, if the tenth calendar day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) , after the date that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereofthereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of fifteen percent (15% %) or more of the shares of Common Stock then outstanding (the earlier of (i) and or (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution DateDate and upon receipt of all necessary information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto specified in Section 4 hereof (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereofthis Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsrights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), ) or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring PersonDirectors) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if if, upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding become an Acquiring Person, in either instance, other than pursuant to a Qualifying Offer (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Marathon Rights and Steel Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Marathon Stock and Steel Stock, respectively, registered in the names of the holders of the Common such Voting Stock (which certificates for Common Marathon Stock and Steel Stock shall be deemed also to be certificates for Marathon Rights and Steel Rights, respectively) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Voting Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall promptly notify the Rights Agent thereof and provide the Rights Agent with a shareholders list of Marathon Stock and Steel Stock, and the Rights Agent will send or cause to be sent by first-class, insured, postage prepaid mail, to each record holder of (i) the Common Marathon Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B B-1 hereto (the "Marathon Rights Certificates"), evidencing one Marathon Right for each share of Marathon Stock so held, subject to adjustment as provided herein and (ii) the Steel Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B-2 hereto (the "Steel Rights Certificates" and, together with the Marathon Rights Certificates, the "Rights Certificates"), evidencing one Steel Right for each share of Common Steel Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Voting Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such planan Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if if, upon consummation thereof, such Person together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (irrespective of whether any shares are actually purchased pursuant to any such offer) (each of the earlier time periods in (i) and (ii) being subject to extension as provided in Section 27 and the earliest of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights each Right will be transferable only in connection with the transfer of the underlying shares share of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the close of business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring PersonDirectors) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed appointed, or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if if, upon consummation thereof, such Person would be the Beneficial Owner of 15(x) 9.9% or more of the shares of Common Stock then outstanding or (y) Voting Securities representing 9.9% or more of the Total Voting Power, or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i) ), (ii), and (iiiii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the such Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. . .

Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the close tenth (10th) day (or such later date as may be determined by the Board before the occurrence of business on the tenth day Distribution Date) after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer of the commencement (determined in accordance with Rule 14d-2(a) under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, an Exempt Person, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person organized, appointed or established by the Company entity holding Common Shares for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more first public announcement of the shares intention of any Person (other than the Company, any Subsidiary of the Company, an Exempt Person, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Stock then outstanding Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five (5) Business Days after such announcement), the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights, the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph paragraphs (b) and (c) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) thereof and not by separate certificates Rights Certificates, and (y) the Rights (and the right to receive Rights Certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Shares. As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, rights certificates in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a14d-2 (a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 1530% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) ii)- being herein referred to as the ("Distribution Date"), ; (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names name of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(pll (p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rational Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates as promptly as practicable following the Record Date and the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock; (c) Rights shall be issued in respect of all shares of Common Stock which are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Optical Coating Laboratory, Inc. (the "Company") and ChaseMellon Shareholder Services L.L.C. (the "Rights Agent") dated as of December 16, 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in theRights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day business day (or such later date as may be determined by action of the Board (but only if at the time of such determination by the Board there are then in office not less than two Continuing Directors and such action is approved by a majority of the Company Continuing Directors then in office) prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and or (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights right certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day day (or such later date as may be determined by action of the Company's Board of Directors of the Company prior to such time as any Person becomes an Acquiring PersonDirectors) after the date that a tender or exchange offer of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company or of any Subsidiary of the Company for or pursuant to the terms of any such plan) is first published of, or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more first public announcement of the shares intention of Common Stock then outstanding any Person (other than the earlier Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company or of any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii) ), any such date which is after the date of this Agreement and prior to the issuance of the Rights), the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after ; provided, however, that if a tender offer is terminated prior to the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.occurrence

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), ) or (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent (to the extent provided with all necessary information) will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights right certificates, in substantially the form of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the a Stock Acquisition Date (or, if involving an Acquiring Person that has become such in a transaction as to which the tenth day after Board of Directors has not made the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), determination referred to in Section 11(a)(ii)(B) hereof or (ii) the close of business on the tenth Business Day (or such later date as may be determined fixed by action of the Board of Directors of the Company prior by notice to such time as any Person becomes an Acquiring Person) the Rights Agent and publicly announced by the Company, which date shall not be later than 65 days after the date that a tender or exchange offer by any Person person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 1520% or more of the shares of Common Stock Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. Upon the distribution of the Rights Certificates as provided in this subsection (a), the trust created hereby shall cease.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send at the expense of the Company by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.. (b) At the request of any holder of Common Stock, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to such holder, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend or such similar legend as the Company may deem appropriate:

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), ) or (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company must promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution DateDate and receives such information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit B hereto (the "“Rights Certificates"”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof11, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors upon approval by a majority of the Company Continuing Directors prior to such time as any Person becomes an Acquiring PersonPerson and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person organized, appointed or established by the Company entity holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under or any successor rule or of the Exchange Actfirst public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer, if upon consummation thereof, thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent thereof and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights certificatesCertificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Shares Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person organized, appointed or established by the Company entity holding Common Shares for or pursuant to the terms of any such plan) is of, or of the first published public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or sent of any Subsidiary of the Company or given any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon the consummation thereof, such of which would result in any Person would be becoming the Beneficial Owner of 15Common Shares aggregating 20% or more of the shares of Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for Rights) and not by separate certificates Rights certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights certificatescertificate, in substantially the form of Exhibit B hereto (the a "Rights CertificatesCertificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General PAGE Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the close of business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring PersonDirectors) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed appointed, or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if if, upon consummation thereof, such Person would be the Beneficial Owner of 15(x) 19.9% or more of the shares of Common Stock then outstanding or (y) Voting Securities representing 19.9% or more of the Total Voting Power, or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11 (a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i) ), (ii), and (iiiii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the such Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until Prior to the earlier of Distribution Date, (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3SECTION 3(B)) by the certificates for the Common Stock and not by separate Rights Certificates (as defined below), and the registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for the registered holders of the associated Rights) and not by separate certificates , and (yii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Company has notified the Rights Agent of the occurrence of a Distribution Date, the Rights Agent will send will, subject to SECTION 7(D), send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificatesCertificates, in substantially the form of Exhibit EXHIBIT B attached hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided herein. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereofSECTION 11(P), then the Company shall, at the time of distribution of the Rights CertificatesCertificates to record holders of Common Stock as of the Close of Business on the Distribution Date, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofSECTION 14(A)) so that Rights Certificates representing only whole numbers of Rights are distributed to such holders and cash is paid to such holders in lieu of any fractional Rights. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Right Certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the close Close of business Business on the tenth day (or such later date as may be determined by action of the Board (with the concurrence of a majority of the Continuing Directors)) after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or (ii) the close Close of business Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board (with the concurrence of Directors a majority of the Company prior to such time as any Person becomes an Acquiring Person) Continuing Directors), after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereofthereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 1520% or more of the shares of Common Stock then outstanding or (iii) the Close of Business on the tenth Business Day after an Adverse Person Event (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Company Securities registered in the names of the holders of the Common Stock Company Securities (which certificates for Common Stock Company Securities shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Company Securities (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Company Securities as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto specified in Section 4 hereof (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Company Securities has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsrights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Share Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board board of Directors directors of the Company Company) and (ii) the Close of Business on the tenth day (or such later date as may be determined by action of the Company’s board of directors prior to such time as any Person becomes an Acquiring PersonPerson and of which later date the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person organized, appointed or established by the Company holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given commenced within the meaning of Rule 14d-2(a) of the General Rules and Exchange Act Regulations under or of the Exchange Actfirst public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence a tender or exchange offer, if upon consummation thereof, thereof such Person would be the Beneficial Owner of 1530% or more of the shares of Common Stock of the Company then outstanding (the earlier of the events described in (i) and (ii) above being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the shares of Common Stock of the Company registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to of the Company). As soon as practicable after the Distribution Date, the Company will notify the Rights Agent of the occurrence of the Distribution Date and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights certificatesCertificate, in substantially the form of Exhibit B hereto (the "a “Rights Certificates"Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement which requires the payment by a Rights holder of applicable taxes and governmental charges unless and until the Rights Agent is satisfied that all such taxes and/or charges have been paid.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person10th) day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such planan Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if if, upon consummation thereof, such Person Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (irrespective of whether any shares are actually purchased pursuant to any such offer) (each of the earlier time periods in (i) and (ii) being subject to extension as provided in Section 27 and the earliest of (i) and (ii) being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights each Right will be transferable only in connection with the transfer of the underlying shares share of Common Stock (including a transfer to the CompanyCorporation). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the CompanyCorporation, one or more Rights certificates, rights certificates in substantially the form of Exhibit B hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Company Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). Notwithstanding the preceding sentence, a Distribution Date shall not occur as a result of the execution or delivery of the Merger Agreement by Parent or Acquisition Sub, the public announcement of such execution and delivery, or the consummation of the Merger and the transactions contemplated thereby. As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of a majority of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personthe occurrence of a Section 11(a)(ii) Event) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such planan Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if upon consummation thereof, thereof such Person would be an Acquiring Person (including, in the Beneficial Owner case of 15% or more both clause (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the shares of Common Stock then outstanding (the Rights)(the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Distribution DateDate and upon receipt of all necessary information, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth (10th) day after the Stock Share Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company’s Board of Directors of the Company prior to such time as any Person becomes an Acquiring PersonPerson and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person organized, appointed or established by the Company entity holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given commenced within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Regulations under the Exchange ActAct Regulations, if upon consummation thereof, thereof such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"“DISTRIBUTION DATE”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the shares of Common Stock of the Company registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificates Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to of the Company). As soon as practicable after the Distribution Date, the Company will notify the Rights Agent of the occurrence of the Distribution Date and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more a Rights certificatesCertificate, in substantially the form of Exhibit EXHIBIT B hereto (the "Rights Certificates"a “RIGHTS CERTIFICATE”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day Business Day after the a Stock Acquisition Date (or, if involving an Acquiring Person that has become such in a transaction as to which the tenth day after Board of Directors has not made the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date)determination referred to in Section 11(a)(ii)(B) hereof, or (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 1512% or more of the shares of Common Stock Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). The Company must promptly notify the Rights Agent of such Distribution Date and request that its transfer agent provide the Rights Agent with a list of the record holders of the Company's Common Shares as of the close of business on the Distribution Date. As soon as practicable after the Distribution DateRights Agent receives such notice and list, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the close Close of business Business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), or (ii) the close Close of business Business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring PersonCompany, in its sole discretion) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of (x) 15% or more of the shares of Common Stock then outstanding or (y) Voting Securities representing 15% or more of the Total Voting Power, or (iii) the Close of Business on the tenth (10th) Business Day after a majority of the members of the Board of Directors who are not officers of the Company determine, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i) and ), (ii) or (iii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Exchangeable Shares registered in the names of the holders of Exchangeable Shares as of and subsequent to the Common Stock Effective Date (which certificates for Common Stock Exchangeable Shares shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (Exchangeable Shares including a transfer to the Company; provided, however, that if a tender or exchange offer (or take-over bid) is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer (or take-over bid). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record registered holder of the Common Stock Exchangeable Shares as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock Exchangeable Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Exchangeable Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth business day after the Stock Acquisition Date (or, if the tenth business day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Samsonite Corporation (the "Company") and the Rights Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Samsonite Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Samsonite Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Section 4.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the close of business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring PersonDirectors) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed appointed, or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if if, upon consummation thereof, such Person would be the Beneficial Owner of 15(x) 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the shares of Common Stock then outstanding or (y) Voting Securities representing 19.9% or more (or 29.9% or more in the case of any natural Person, but not any of such natural Person's transferees, including heirs, devisees and legatees, who has filed a Schedule 13D under the Exchange Act indicating beneficial ownership of 5% or more of the Common Stock on the date hereof) of the Total Voting Power, or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i) ), (ii), and (iiiii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the such Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day Business Day (or such specified later date as may be determined by the Board with the concurrence of a majority of the Continuing Trustees before the occurrence of the Distribution Date) after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), ) or (ii) the close Close of business Business on the tenth Business Day (or such specified or unspecified later date as may be determined by action the Board with the concurrence of a majority of the Board of Directors Continuing Trustees before the occurrence of the Company prior to such time as any Person becomes an Acquiring PersonDistribution Date) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such planan Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph paragraphs (b) and (c) of this Section 3) by the certificates for the Common Stock Shares of the Company registered in the names of the holders of the Common Stock Shares of the Company either with the Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit B (the "Summary of Rights"), attached or bearing the legend set forth in Section 3(c) hereof (which certificates for Common Stock Shares of the Company shall be deemed also to be certificates for Rights) and not by separate certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares Common Shares of Common Stock the Company (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares of the Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, rights certificates in substantially the form of Exhibit B C hereto (the "Rights Certificates"), ) evidencing one Right for each share Common Share of Common Stock the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share Common Share of Common Stock the Company has been made pursuant to Section 11(p11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person, and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person organized, appointed trustee or established by the Company for or pursuant fiduciary with respect to the terms of any such planplan acting in such capacity) is first published or sent or given commenced within the meaning of Rule 14d-2(a) 14d-2 of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if upon consummation thereof, thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the close of business on the tenth day after the Stock Shares Acquisition Date (or, if the tenth day after the Stock Shares Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 1520% or more of the shares of Common Stock Shares then outstanding (the earlier earliest of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each common share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per common share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close Close of business Business on the tenth Business Day (or such later date day as may be determined by action of the Board of Directors (but only if at the time of such determination there are then in office not less than two Continuing Directors and such action is approved by a majority of the Company Continuing Directors) prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer of commencement by any Person (other than the Companyan Exempt Person) of, any Subsidiary or of the Company, any employee benefit plan first public announcement of the Company or intention of any Subsidiary of the CompanyPerson (other than an Exempt Person) to commence, a tender or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Actexchange offer, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Rights Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock and Preferred Securities registered in the names of the holders of the Common Stock thereof (which certificates for Common Stock and Preferred Securities shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)and Preferred Securities. As soon as practicable after the Rights Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock and Preferred Securities as of the close of business on the Rights Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held and one Right for each Conversion Share applicable to each share of Preferred Securities so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock as has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Rights Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit EXHIBIT B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person, and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person organized, appointed trustee or established by the Company for or pursuant fiduciary with respect to the terms of any such planplan acting in such capacity) is first published or sent or given commenced within the meaning of Rule 14d-2(a) 14d-2 of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if upon consummation thereof, thereof such Person would be the Beneficial Owner of 1520% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). The Company shall notify the Rights Agent in writing of the occurrence of a Distribution Date. As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B A hereto (the "“Rights Certificates"”), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until Prior to the earlier of Distribution Date, (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3SECTION 3(B)) by the certificates for the Common Stock and not by separate Rights Certificates (as defined below), and the registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for the registered holders of the associated Rights) and not by separate certificates , and (yii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Company has notified the Rights Agent of the occurrence of a Distribution Date, the Rights Agent will send will, subject to SECTION 7(D), send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificatesCertificates, in substantially the form of Exhibit EXHIBIT B attached hereto (the "Rights CertificatesRIGHTS CERTIFICATES"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided herein. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section SECTION 11(p) hereof), then the Company shall, at the time of distribution of the Rights CertificatesCertificates to record holders of Common Stock as of the Close of Business on the Distribution Date, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofSECTION 14(A)) so that Rights Certificates representing only whole numbers of Rights are distributed to such holders and cash is paid to such holders in lieu of any fractional Rights. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Right Certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the close of business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day after the latest of (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring PersonA) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct as in effect on the date hereof, if upon consummation thereof, such Person would be the Beneficial Owner of 1520% or more of the shares of Common Stock then outstanding outstanding, or (B) the date upon which all regulatory approvals required for the acquisition of stock pursuant to the tender or exchange offer referred to in clause (A) have been obtained or waived, or (C) the date upon which any approval required of the security holders of the Person publishing or sending or giving the tender or exchange offer referred to in clause (A), for the acquisition of stock pursuant to such tender or exchange offer, is obtained or waived or (iii) the close of business on the tenth Business Day after the Board of Directors of the Company determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights, certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(o) hereof, at the time of distribution of the Rights Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close of business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights right certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.of

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors of the Company prior to such time as any Person becomes an Acquiring PersonDirectors) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such planan Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 1520% or more of the shares of Common Stock then outstanding or (iii) immediately upon the occurrence of a determination by the Board of Directors of the Company, pursuant to the criteria set forth in Section 11(a)-(ii)(B), that a Person is an Adverse Person (the earlier of (i) and ), (ii), or (iii) being herein are referred to in this Agreement as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the outstanding certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, Date the Rights Agent will send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights right certificates, in substantially the form of Exhibit B hereto A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided hereinin this Agreement. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 1520% or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, at the expense of the Company, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights right certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Inland Steel Industries, Inc. (the "Company") and Xxxxxx Trust and Savings Bank, dated as of November 25, 1997, as from time to time amended (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Section 4.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the close Close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business Business on the tenth Business Day after the Stock Acquisition Date, (or such later date as may be determined by action ii) the Close of Business on the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) tenth Business Day after the date that a tender or exchange offer (other than a Permitted Offer) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person organized, appointed trustee or established by the Company for or pursuant fiduciary with respect to the terms of any such plana plan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if upon consummation thereof, thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding outstanding, (iii) the first date of public announcement (including, without limitation, the filing of any report pursuant to Section 13(d) of the Exchange Act) by the Company or a 40% Person that a 40% Person has become such and (iv) the occurrence of a Section 13 Event (the earlier earliest of (i), (ii) (iii) and (iiiv) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the by transfer of the underlying shares of Company Common Stock (including a transfer to the Company). Upon the occurrence of a Distribution Date, the Company shall promptly notify the Rights Agent and request a stockholder list from the Company's transfer agent. As soon as practicable after the Distribution DateRights Agent receives such notice and list, the Rights Agent will send send, by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of attached as Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) 14d-2 of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent Agent, upon receipt of all necessary information, will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights right certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Acquisition Date Date, and (or, if ii) the Close of Business on the tenth day after the Stock Acquisition Date occurs before date of the Record Date, the close of business on the Record Date)commencement of, or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action first public announcement of the Board intention of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person organizedtrustee or fiduciary with respect to such plan acting in such capacity) to commence (which intention to commence remains in effect for five business days after such announcement), appointed a tender or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Actexchange offer, if upon consummation thereof, thereof such Person would be the Beneficial Owner of 1530% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by be separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested by the Company, send) by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.Distribution

Issue of Rights Certificates. (a) Until the earlier of (i) the close Close of business Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the close Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person organized, appointed trustee or established by the Company for or pursuant fiduciary with respect to the terms of any such planplan acting in such capacity) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Exchange Act Regulations under the Exchange Actor any successor rule, if upon consummation thereof, thereof such Person would be the Beneficial Owner of 1510% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights rights certificates, in substantially the form of Exhibit B A hereto (the "Rights Certificates"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.