Minerals Technologies Inc – ‘8-A12B’ on 9/3/99 – EX-1

On:  Friday, 9/3/99   ·   Accession #:  891014-99-12   ·   File #:  1-11430

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities                 11     35K 
 2: EX-1        Underwriting Agreement                                92    263K 

EX-1   —   Underwriting Agreement
Exhibit Table of Contents

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RIGHTS AGREEMENT                      

by and between                        

MINERALS TECHNOLOGIES INC.                      

and                         

CHASEMELLON SHAREHOLDER SERVICES, L.L.C.                    

as Rights Agent                       

Effective as of                   

September 13, 1999                    

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TABLE OF CONTENTS                                                               

                                                  Page

                                                   -----

Section 1.     Certain Definitions                               2              

Section 2.     Appointment of Rights Agent                       9              

Section 3.     Issuance of Rights Certificates                   10             

Section 4.     Form of Rights Certificates                       13             

Section 5.     Countersignature and Registration                 14             

Section 6.     Transfer, Split Up, Combination and                              
Exchange of Rights Certificates; Mutilated,       
  Destroyed, Lost or Stolen Rights Certificates     15

Section 7.     Exercise of Rights; Exercise Price;                              
  Expiration Date of Rights                         17

Section 8.     Cancellation and Destruction of Rights                           
  Certificates                                      20

Section 9.     Reservation and Availability of Shares of                        
  Preferred Stock                                   21

Section 10.    Preferred Stock Record Date                       23             

Section 11.    Adjustment of Exercise Price or Number of                        
  Shares                                            24

Section 12.    Certification of Adjusted Exercise Price or                      
  Number of Shares                                  31

Section 13.    Consolidation, Merger or Sale or Transfer of                     
  Assets or Earning Power                           31

Section 14.    Fractional Rights and Fractional Shares           37             

Section 15.    Rights of Action                                  38             

Section 16.    Agreement of Right Holders                        39             

Section 17.    Rights Certificate Holder Not Deemed a                           
  Stockholder                                       40

Section 18.    Concerning the Rights Agent                       41             

Section 19.    Merger or Consolidation of, or Change in Name                    
  of, the Rights Agent                              42

Section 20.    Duties of Rights Agent                            43             

Section 21.    Change of Rights Agent                            46             

Section 22.    Issuance of New Rights Certificates               48             

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Section 23.    Redemption                                        48             

Section 24.    Notice of Proposed Actions                        50             

Section 25.    Notices                                           51             

Section 26.    Supplements and Amendments                        52             

Section 27.    Exchange                                          53             

Section 28.    Successors                                        55             

Section 29.    Benefits of this Rights Agreement                 55             

Section 30.    Delaware Contract                                 55             

Section 31.    Counterparts                                      55             

Section 32.    Descriptive Headings                              56             

Section 33.    Severability                                      56             

Section 34.    Determinations And Actions By The Board Of                       
  Directors, Etc                                    56

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Exhibit A Summary of Rights                                                     

Exhibit B Form of Rights Certificate                                            

Exhibit C Form of Amended Certificate of Designations Relating to               
the Terms of the Series A Junior Preferred Stock            

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RIGHTS AGREEMENT              

Agreement, effective as of September 13, 1999, by and between         
MINERALS TECHNOLOGIES INC., a Delaware corporation (the                         
"Company"), and CHASEMELLON SHAREHOLDER SERVICES, L.L.C. (the                   
"Rights Agent") (the "Rights Agreement").                                       

W I T N E S S E T H:          
-------------------           

WHEREAS, on August 27, 1999, the Board of Directors of the            
Company authorized the issuance of, and declared a dividend payable             
in, one right (a "Right") for each share of Common Stock, $0.10 par             
value per share, of the Company outstanding as of the close of                  
business on September 13, 1999 (the "Record Date"), each such Right             
representing the right to purchase one onehundredth of a share of               
Series A Junior Preferred Stock of the Company (the "Preferred                  
Stock") having the rights and preferences set forth in the Amended              
Certificate of Designations attached hereto as Exhibit C, authorized            
by the Company's Board of Directors on August 27, 1999 upon the                 
terms and subject to the conditions hereinafter set forth; and                  

WHEREAS, the Board of Directors of the Company further              
authorized the issuance of one Right (subject to adjustment) with               
respect to each share of Common Stock which may be issued between               
the Record Date and the earlier to occur of the Distribution Date or            
the Expiration Date (as such terms are hereinafter defined);                    

NOW, THEREFORE, in consideration of the premises and the mutual       
agreements herein set forth, the parties hereby agree as follows:               

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Section 1.     Certain Definitions.  For purposes of this             
Rights Agreement, the following terms shall have the meanings                   
indicated:                                                                      

(a)   "Acquiring Person" shall mean any Person (as such term is       
hereinafter defined) who or which, together with all Affiliates (as             
such term is hereinafter defined) and Associates (as such term is               
hereinafter defined) of such Person, shall be the Beneficial Owner              
(as such term is hereinafter defined) of 15% or more of the Voting              
Stock (as such term is hereinafter defined) of the Company then                 
outstanding; provided, that, an Acquiring Person shall not include              
(i) an Exempt Person (as such term is hereinafter defined) or (ii)              
any Person, together with all Affiliates and Associates of such                 
Person, who or which would be an Acquiring Person solely by reason              
of (A) being the Beneficial Owner of shares of Voting Stock of the              
Company, the Beneficial Ownership of which was acquired by such                 
Person (or his or its predecessor through merger, consolidation,                
amalgamation or other similar legal succession) pursuant to any                 
action or transaction or series of related actions or transactions              
approved by the Company's Board of Directors before such Person                 
otherwise became an Acquiring Person or (B) a reduction in the                  
number of outstanding shares of Voting Stock of the Company pursuant            
to a transaction or a series of related transactions approved by the            
Board of Directors of the Company; provided, further, that in the               
event such Person described in this clause (ii) does not become an              
Acquiring Person by reason of subclause (A) or (B) of this clause               
(ii), such Person nonetheless shall become an Acquiring Person in               
the event such Person thereafter acquires Beneficial Ownership of an            
additional 1% or more of the Voting Stock of the Company, unless the            
acquisition of such additional Voting Stock would not result in such            
Person becoming an Acquiring Person by reason of subclause (A) or               
(B) of this clause (ii).  Notwithstanding the foregoing, if the                 
Board of Directors of the Company determines in good faith that a               
Person who would otherwise be an                                                

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"Acquiring Person" as defined pursuant                                          
to the foregoing provisions of this paragraph (a) has become such               
inadvertently, and such Person divests as promptly as practicable               
(as determined in good faith by the Board of Directors of the                   
Company) a sufficient number of shares of Common Stock so that such             
Person would no longer be an "Acquiring Person" as defined pursuant             
to the foregoing provisions of this paragraph (a), then such Person             
shall not be deemed an "Acquiring Person" for any purposes of this              
Rights Agreement.                                                               

(b)   "Affiliate" shall have the meaning ascribed to such term        
in Rule 12b2 of the General Rules and Regulations under the                     
Securities Exchange Act of 1934, as amended ("Exchange Act"), as in             
effect on the date of this Rights Agreement.                                    

(c)   "Associate" of a Person (as such term is hereinafter defined)   
shall mean (i) with respect to a corporation, any officer or director           
thereof or of any Subsidiary (as such term is hereinafter defined)              
thereof, or any Beneficial Owner (as such term is hereinafter                   
defined) of 10% or more of any class of equity security thereof,                
(ii) with respect to an association, joint venture or other                     
unincorporated organization, any officer or director thereof or of a            
Subsidiary thereof or any Beneficial Owner of 10% or more ownership             
interest therein, (iii) with respect to a partnership, any general              
partner thereof or any limited partner thereof who is, directly or              
indirectly, the Beneficial Owner of a 10% or greater ownership                  
interest therein, (iv) with respect to a limited liability company,             
any officer, director or manager thereof or of a Subsidiary thereof             
or any member thereof who is, directly or indirectly, the Beneficial            
Owner of a 10% or greater ownership interest therein, (v) with                  
respect to a business trust, any officer or trustee thereof or of               
any Subsidiary thereof, (vi) with respect to any other trust or an              
estate, any trustee, executor or similar fiduciary or any Person who            
has a 10% or greater interest as a beneficiary in the income from or            
principal of such trust or estate, (vii) with respect to a natural              
person, any relative or                                                         

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spouse of such person, or any relative of such spouse, who                      
has the same home as such person, and (viii) any Affiliate of                   
such Person.                                                                    

(d)  A person shall be deemed the "Beneficial Owner" of, or to        
"Beneficially Own," any securities (and correlative terms shall have            
correlative meanings):                                                          

       (i)  which such Person or any of such Person's Affiliates
or Associates beneficially owns, directly or indirectly,    
for purposes of Section 13(d) of the Exchange Act and       
Regulations 13D and 13G thereunder (or any comparable or    
successor law or regulation), in each case as in effect on  
the date hereof; or                                         

       (ii) which such Person or any of such Person's Affiliates
or Associates has (A) the right to acquire (whether such    
right is exercisable immediately or only after the passage  
of time or the fulfillment of a condition or both)          
pursuant to any agreement, arrangement or understanding     
(whether or not in writing), or upon the exercise of        
conversion rights, exchange rights, other rights (other     
than these Rights), warrants or options, or otherwise;      
provided, however, that a Person shall not be deemed the    
"Beneficial Owner" of, or to "Beneficially Own,"            
securities tendered pursuant to a tender or exchange offer  
made by or on behalf of such Person or any of such          
Person's Affiliates or Associates until such tendered       
securities are accepted for purchase or exchange or (B)     
the right to vote, alone or in concert with others,         
pursuant to any agreement, arrangement or understanding     
(whether or not in writing); provided, however, that a      
Person shall not be deemed the "Beneficial Owner" of, or    
to "Beneficially Own," any securities if the agreement,     
arrangement or understanding to vote such security (1)      
arises solely                                               

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from a revocable proxy or consent given in              
response to a proxy or consent solicitation made pursuant   
to, and in accordance with, the applicable rules and        
regulations under the Exchange Act and (2) is not at that   
time reportable by such Person on a Schedule 13D report     
under the Exchange                                          
Act (or any comparable or successor report), other than by  
reference to a proxy or consent solicitation being          
conducted by such Person; or                                

          (iii)  which are Beneficially Owned, directly or indirectly,
      by any other Person with which such Person or any of such Person's
Affiliates or Associates has any agreement, arrangement or  
understanding (whether or not in writing) for the purpose   
of acquiring, holding, voting (except as described in the   
proviso in clause (B) of subparagraph (ii) of this          
paragraph (d)) or disposing of any securities of the        
Company; provided, however, that for purposes of            
determining Beneficial Ownership of securities under this   
Rights Agreement, officers and directors of the Company     
solely by reason of their status as such shall not          
constitute a group (notwithstanding that they may be        
Associates of one another or may be deemed to constitute a  
group for purposes of Section 13(d) of the Exchange Act)    
and shall not be deemed to own shares owned by another      
officer or director of the Company.                         

Notwithstanding anything in this paragraph (d) to the contrary,     
a Person engaged in the business of underwriting securities shall               
not be deemed the "Beneficial Owner" of, or to "Beneficially Own,"              
any securities acquired in good faith in a firm commitment                      
underwriting, until the expiration of forty days after the date of              
such acquisition.                                                               

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(e)   "Book-Entry" shall mean an uncertificated book-entry for        
the Company's Common Stock.                                                     

(f)   "Business Day" shall mean any day other than a Saturday,        
Sunday, or day on which banking institutions in the State of New York or New    
Jersey are authorized or obligated by law or executive order to                 
close.                                                                          

(g)   "Close of Business" on any given date shall mean 5:00           
p.m., New York City time, on such date; provided, however, that if such date    
is not a Business Day it shall mean 5:00 p.m., New York City time, on the       
next succeeding Business Day.                                                   

(h)   "Common Stock," when used with reference to the Company,        
shall mean the common stock, presently $0.10 par value, of the Company.         
"Common Stock," when used with reference to any Person other than               
the Company which shall be organized in corporate form, shall mean              
the capital stock or other equity security with the greatest voting             
power of such Person or, if such other Person is a subsidiary of                
another Person, the Person or Persons which ultimately control such             
first-mentioned Person.  "Common Stock," when used with reference to            
any Person other than the Company which shall not be organized in               
corporate form, shall mean units of beneficial interest which shall             
represent the right to participate in profits, losses, deductions               
and credits of such Person and which shall be entitled to exercise              
the greatest voting power of such Person.                                       

(i)   "Distribution Date" shall have the meaning set forth in         
Section 3(b) hereof.                                                            

(j)  "Exchange Act" shall have the meaning set forth in Section 1(b)  

hereof.                                                                         

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(k)   "Exempt Person" shall mean (i) the Company, (ii) any            
Subsidiary of the Company or (iii) any employee benefit plan or employee        
stock plan of the Company or any Subsidiary of the Company, or any trust        
or other entity organized, appointed, established or holding Common             
Stock for or pursuant to the terms of any such plan.                            

(l)   "Exercise Price" shall have the meaning set forth in            
Section 4 hereof.                                                               

(m)   "Expiration Date" shall have the meaning set forth in           
Section 7(a) hereof.                                                            

(n)   "Fair Market Value" of any property shall mean the fair         
market value of such property as determined in accordance with                  
Section 11(b) hereof.                                                           

(o)  "NASDAQ" shall mean the National Association of Securities       
Dealers, Inc. Automated Quotation System or any successor thereto or other      
comparable quotation system.                                                    

(p)  "Person" shall mean any individual, firm, corporation or         
other entity.                                                                   

(q)   "Principal Party" shall have the meaning set forth in Section   
13(b) hereof.                                                                   

(r)  "Qualifying Tender Offer" shall mean a tender or exchange offer  
for all outstanding shares of Common Stock of the Company approved by           
the Board of Directors of the Company after taking into account the             
potential long-term value of the Company and all other factors that             
they consider relevant.                                                         

(s)   "Record Date" shall have the meaning set forth in the           
first Recital.                                                                  

(t)  "Redemption Price" shall have the meaning set forth in Section   
23(a) hereof.                                                                   

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(u)  "Rights Certificate" shall have the meaning set forth in         
Section 3(d) hereof.                                                            

(v)  "Stock Acquisition Date" shall mean the first date on which      
there shall be a public announcement by the Company or an Acquiring Person      
that an Acquiring Person has become such (which, for purposes of                
this definition, shall include, without limitation, a report filed              
pursuant to Section 13(d) of the Exchange Act) or such earlier date             
as the Board of Directors of the Company shall become aware of the              
existence of an Acquiring Person.                                               

(w)  "Subsidiary" of a Person shall mean any corporation or           
other entity of which securities or other ownership interests having            
voting power sufficient to elect a majority of the Board of                     
Directors of the Company or other persons performing similar                    
functions are Beneficially Owned, directly or indirectly, by such               
Person or by any corporation or other entity that is otherwise                  
controlled by such Person.                                                      

(x)  "Summary of Rights" shall have the meaning set forth in Section  
3(a) hereof.                                                                    

(y)   "Trading Day" shall have the meaning set forth in Section       
11(b) hereof.                                                                   

(z)   "Transfer Tax" shall mean any tax or charge, including          
any documentary stamp tax, imposed or collected by any governmental             
or regulatory authority in respect of any transfer of any security,             
instrument or right, including Rights, shares of Common Stock and               
shares of Preferred Stock.                                                      

(aa)  "Voting Stock" shall mean (i) the Common Stock of the           
Company and (ii) any other shares of capital stock of the Company               
entitled to vote generally in the election of                                   

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directors or entitled to vote together with the Common Stock in                 
respect of any merger, consolidation, sale of all or substantially              
all of the Company's assets, liquidation, dissolution or winding up.            
For purposes of this Rights Agreement, Voting Stock shall include               
securities of the type referred to in clauses (i) and (ii) above that           
trade on a "when issued" basis on a national securities exchange or on          
the NASDAQ. For purposes of this Rights Agreement, a                            
stated percentage of the Voting Stock shall mean a number of shares             
of the Voting Stock as shall equal in voting power that stated                  
percentage of the total voting power of the then outstanding shares             
of Voting Stock in the election of a majority of the Board of                   
Directors of the Company or in respect of any merger, consolidation,            
sale of all or substantially all of the Company's assets,                       
liquidation, dissolution or winding up.                                         

Any determination required to be made by the Board of Directors of the  
Company for purposes of applying the definitions contained in this              
Section 1 shall be made by the Board of Directors of the Company in             
its good faith judgment, and such determination shall be binding on             
the Rights Agent and the holders of the Rights.                                 

Section 2.     Appointment of Rights Agent.  The Company hereby       
appoints the Rights Agent to act as agent for the Company in                    
accordance with the terms and conditions hereof, and the Rights                 
Agent hereby accepts such appointment.                                          
The Company may from time to time appoint such Co-Rights Agents as              
it may deem necessary or desirable.  The Rights Agent shall have no             
duty to supervise, and in no event shall be liable for, the acts or             
omissions of any such co-Rights Agent.                                          

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Section 3.     Issuance of Rights Certificates.                       

(a)  On the Record Date (or as soon as practicable thereafter),       
the Company or the Rights Agent (if provided with all necessary                 
information) shall send a copy of a Summary of Rights, in                       
substantially the form attached hereto as Exhibit A (the "Summary of            
Rights"), by first class mail, postage prepaid, 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.                                                                        

(b)  Until the Close of Business on the day which is the              
earlier of (i) the tenth day after the Stock Acquisition Date or                
such earlier or later date (not beyond the thirtieth day after the              
Stock Acquisition Date) as the Board of Directors of the Company may            
from time to time fix by resolution adopted prior to the                        
Distribution Date that otherwise would have occurred or (ii) 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 of the                
commencement by any Person (other than an Exempt Person) of, or the             
first public announcement of the intent of any Person (other than an            
Exempt Person) to commence, a tender or exchange offer upon the                 
successful consummation of which such Person, together with its                 
Affiliates and Associates, would be the Beneficial Owner of 15% or              
more of the then outstanding shares of Voting Stock of the Company              
(irrespective of whether any shares are actually purchased pursuant             
to any such offer) (the earlier of such dates being herein referred             
to as the "Distribution Date"), (x) the Rights shall be evidenced by            
the Book-Entries, or certificates representing Common Stock                     
registered in the name of the holders of Common Stock (together                 
with, in the case of Book-Entries representing, or the certificates             
for, Common Stock outstanding as of the Record Date, the Summary of             
Rights) and not by separate Book-Entries or Rights                              

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Certificates and the record holders of the Common Stock represented by          
such Book-Entries or certificates shall be the record holders of the            
Rights represented thereby and (y) each Right shall be transferable only        
simultaneously and together with the transfer of a share of Common              
Stock (subject to adjustment as hereinafter provided).  Until the               
Distribution Date (or, if earlier, the Expiration Date), transfer on            
the Company's Direct Registration System of any Common Stock                    
represented by a Book-Entry or the surrender for transfer of any                
certificate for Common Stock shall constitute the surrender for                 
transfer of the Right or Rights associated with the Common Stock                
evidenced thereby, whether or not accompanied by a copy of the                  
Summary of Rights.                                                              

(c)  Rights shall be issued in respect of all shares of Common        
Stock that become outstanding after the Record Date but prior to                
the earlier of the Distribution Date or the Expiration Date and, in             
certain circumstances provided in Section 22 hereof, may be issued              
in respect of shares of Common Stock that become outstanding after              
the Distribution Date.  Certificates for Common Stock (including,               
without limitation, certificates issued upon original issuance,                 
dispensation from the Company's treasury or transfer or exchange of             
Common Stock) after the Record Date but prior to the earliest of                
the Distribution Date or the Expiration Date (or, in certain                    
circumstances as provided in Section 22 hereof, after the                       
Distribution Date) shall have impressed, printed, written or                    
stamped thereon or otherwise affixed thereto the following legend:              

This certificate also evidences and entitles the holder     
hereof to the same number of Rights (subject to adjustment) as the    
number of shares of Common Stock represented by this                  
certificate, such Rights being on the terms provided under the        
Rights Agreement between Minerals Technologies Inc. (the              
"Company") and ChaseMellon Shareholder Services, L.L.C. (the          
"Rights Agent"), effective as of September 13, 1999, as it may        
be amended from time to time (the "Rights Agreement"), the            
terms of which are incorporated herein by reference and a copy        
of which is on file at the principal executive offices of the         
Company.  Under certain circumstances, as set forth in the            
Rights Agreement, such Rights shall be evidenced by separate          
certificates and shall no longer be evidenced by this                 
certificate. The Company shall mail to the registered holder of       

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this certificate a copy of the Rights Agreement without charge        
within five days after receipt of a written request therefor.         
UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN SECTION 7(e) OF THE        
RIGHTS AGREEMENT, RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY           
ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS SUCH          
TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT          
HOLDER OF SUCH RIGHTS SHALL BE NULL AND VOID AND MAY NOT BE           
TRANSFERRED TO ANY PERSON.                                            

(d)  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 mail, postage prepaid, to each record holder of the                 
Common Stock as of the Close of Business on the Distribution Date,              
as shown by the records of the Company, at the address of such                  
holder shown on such records, a certificate in the form provided by             
Section 4 hereof (a "Rights Certificate"), evidencing one Right                 
(subject to adjustment as provided herein) for each share of Common             
Stock so held.  As of and after the Distribution Date, the Rights               
shall be evidenced solely by such Rights Certificates and may be                
transferred by the transfer of the Rights Certificate as permitted              
hereby, separately and apart from any transfer of one or more shares            
of Common Stock.                                                                

(e)  In addition, in connection with the issuance or sale of          
shares of Common Stock following the Distribution Date and prior to             
the Expiration Date, the Company (i) shall, with respect to shares              
of Common Stock so issued or sold (x) pursuant to the exercise of               
stock options or under any employee plan or arrangement or (y) upon             
the exercise, conversion or exchange of other securities issued by              
the Company prior to the Distribution Date and (ii) may, in any                 
other case, if deemed necessary or appropriate by the Board of                  
Directors of the Company, issue Rights Certificates representing the            
appropriate number of Rights in connection with such issuance or                
sale; PROVIDED that no such Rights Certificate shall be issued if,              
and to the extent that,                                                         

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(i) the Company shall be advised by counsel that such issuance would            
create a significant risk of material adverse tax consequences to the           
Company or the Person to whom such Rights Certificate would be issued           
or (ii) appropriate adjustment shall otherwise have been made in lieu           
of the issuance thereof.                                                        

Section 4.     Form of Rights Certificates.                           

(a)  The Rights Certificates (and the forms of election to            
purchase shares, certificate and assignment to be printed on the                
reverse thereof), when, as and if issued, shall be substantially in             
the form set forth in Exhibit B hereto and                                      
may have such marks of identification or designation and such                   
legends, summaries or endorsements printed thereon as may be                    
required to comply with any law or with any rule or regulation made             
pursuant thereto or with any rule or regulation of any stock                    
exchange on which the Common Stock or the Rights may from time to               
time be listed or as the Company may deem appropriate (but which do             
not affect the duties or responsibilities of the Rights Agent) to               
conform to usage or otherwise and as are not inconsistent with the              
provisions of this Rights Agreement.  Subject to the provisions of              
Section 22 hereof, Rights Certificates evidencing Rights whenever               
issued, (i) shall be dated as of the date of issuance of the Rights             
they represent and (ii) subject to adjustment from time to time as              
provided herein, on their face shall entitle the holders thereof to             
purchase such number of shares (including fractional shares which               
are integral multiples of one one-hundredth of a share) of Preferred            
Stock as shall be set forth therein at the price payable upon                   
exercise of a Right provided by Section 7(b) hereof as the same may             
from time to time be adjusted as provided herein (the "Exercise                 
Price").                                                                        

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(b)  Notwithstanding any other provision of this Rights Agreement,      
any Rights Certificate that represents Rights Beneficially Owned by an          
Acquiring Person or any Affiliate or Associate thereof or any other             
Person whose Rights shall become null and void pursuant to Section              
7(e) shall have impressed on, printed on, written on or otherwise               
affixed to it (if the Company and the Rights Agent have knowledge               
that such Person is an Acquiring Person or an Associate or Affiliate            
or a nominee of any of the foregoing) the following legend:                     

 The Beneficial Owner of the Rights represented by this Rights
Certificate is an Acquiring Person or an Affiliate or an              
Associate of an Acquiring Person.  Accordingly, this                  
Rights Certificate and the Rights represented hereby                  
shall become null and void in the circumstances specified             
in Section 7(e) of the Rights Agreement.                              

Section 5.     Countersignature and Registration.                     

(a)  Each Rights Certificate shall be executed on behalf of the       
Company by its Chairman of the Board, any President or any Vice                 
President, either manually or by facsimile signature, and have                  
affixed thereto the Company's seal or a facsimile thereof which                 
shall be attested to by the Secretary or an Assistant Secretary of              
the Company, either manually or by facsimile signature.  Each Rights            
Certificate shall be countersigned by the Rights Agent either                   
manually or by facsimile signature and shall not be valid for any               
purpose unless so countersigned.  In case any officer of the Company            
who shall have signed any Rights Certificate shall cease to be such             
officer of the Company before countersignature by the Rights Agent              
and issuance and delivery of the certificate by the Company, such               
Rights Certificate, nevertheless, may be countersigned by the Rights            
Agent and issued and delivered with the same force and effect as                
though the person who signed such Rights Certificates had not ceased            
to be such officer of the Company.  Any Rights Certificate may be               
signed on behalf of the Company by any person who, on the date of               
the execution of such Rights Certificate, shall be a proper officer             
of the                                                                          

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Company to sign such Rights Certificate, although at the date                   
of the execution of this Rights Agreement any such person was not such          
an officer.                                                                     

(b)  Following the Distribution Date and receipt by the Rights        
Agent of all relevant information, the Rights Agent will keep or                
cause to be kept, at its principal office or one or more offices                
designated as the appropriate place for the surrender of Rights                 
Certificates upon exercise or transfer, and in such other locations             
as may be required by law, books for registration and transfer of               
the Rights Certificates issued hereunder.  Such books shall show the            
names and addresses of the respective holders of the Rights                     
Certificates, the number of Rights evidenced on its face by each of             
the Rights Certificates and the date of each of the Rights                      
Certificates and any Rights Certificates that have a legend printed             
thereon pursuant to Section 4(b).                                               

Section 6.     Transfer, Split Up, Combination and Exchange of          
Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights                
Certificates.                                                                   

(a)  Subject to the provisions of Sections 4(b), 7(e), 7(f) and       
14(b) hereof, at any time after the Close of Business on the                    
Distribution Date, and at or prior to the Close of Business on the              
Expiration Date, any Rights Certificate, may be (i) transferred or              
(ii) split up, combined or exchanged for one or more other Rights               
Certificates, entitling the registered holder to purchase a like                
number of shares of Preferred Stock as the Rights Certificate or                
Rights Certificates surrendered then entitled such holder to                    
purchase.  Any registered holder desiring to transfer any Rights                
Certificate shall surrender the Rights Certificate at the office of             
the Rights Agent designated for the surrender of Rights Certificates            
with the form of certificate and assignment on the reverse side                 
thereof duly endorsed (or, enclosed with such Rights Certificate, a             
written instrument of transfer in a form satisfactory to the Company            
and the Rights Agent), duly                                                     

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executed by the registered holder thereof or his attorney duly authorized       
in writing, and with such signature duly guaranteed.  Any registered holder     
desiring to split up, combine or exchange any Rights Certificate shall          
make such request in writing delivered to the Rights Agent, and shall           
surrender the Rights Certificate to be split up, combined or                    
exchanged at the office of the Rights Agent.  Thereupon, the Rights             
Agent shall countersign and deliver to the Person entitled thereto a            
Rights Certificate or Rights Certificates, as the case may be, as so            
requested.  The Company may require payment of a sum sufficient to              
cover any Transfer Tax that may be imposed in connection with any               
transfer, split up, combination or exchange of any 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 Transfer Taxes unless and until               
the Rights Agent is satisfied that all such Transfer Taxes have been            
paid.                                                                           

(b)  Subject to the provisions of Sections 4(b), 7(e), 7(f) and       
14(b) hereof, upon receipt by the Company and the Rights Agent of               
evidence reasonably satisfactory to them of the loss, theft,                    
destruction or mutilation of a Rights Certificate, and, in case of              
loss, theft or destruction, of indemnity or security satisfactory to            
them and, if requested by the Company, reimbursement to the Company             
and the Rights Agent of all reasonable expenses incidental thereto,             
or upon surrender to the Rights Agent and cancellation of the Rights            
Certificate if mutilated, the Company shall issue and deliver a new             
Rights Certificate of like tenor to the Rights Agent for delivery to            
the registered owner in lieu of the Rights Certificate so lost,                 
stolen, destroyed or mutilated.                                                 

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Section 7.     Exercise of Rights; Exercise Price; Expiration Date      
of Rights.                                                                      

(a)  The Rights shall not be exercisable until, and shall             
become exercisable on, the Distribution Date (unless otherwise                  
provided herein, including, without limitation, the restrictions on             
exercisability set forth in Section 7(e) and 23(a) hereof).  Except             
as otherwise provided herein, the Rights may be exercised, in whole             
or in part, at any time commencing with the Distribution Date upon              
surrender of the Rights Certificate, with the form of election to               
purchase and certificate on the reverse side thereof duly executed              
(with signatures duly guaranteed), to the Rights Agent at the                   
principal office or other designated office of the Rights Agent in              
New York, NY, together with payment of the Exercise Price for each              
Right exercised, subject to adjustment as hereinafter provided, at              
or prior to the Close of Business on the earlier of                             
(i) September 13, 2009 (or if the Distribution Date shall have                  
occurred before September 13, 2009, at the Close of Business on the             
90th day following the Distribution Date) or (ii) the date on which             
the Rights are redeemed as provided in Section 23 hereof or                     
exchanged as provided in Section 27 hereof (such earlier date being             
herein referred to as the "Expiration Date").                                   

(b)  The Exercise Price shall initially be $250.00 for each one       
one-hundredth (1/100) of a share of Preferred Stock issued pursuant             
to the exercise of a Right.  The Exercise Price and the number of               
shares of Preferred Stock or other securities to be acquired upon               
exercise of a Right shall be subject to adjustment from time to time            
as provided in Sections 11 and 13 hereof.  The Exercise Price shall             
be payable in lawful money of the United States of America, in                  
accordance with paragraph (c) below.                                            

(c)  Except as otherwise provided herein, upon receipt of a Rights    
Certificate representing exercisable Rights with the form of                    
election to purchase duly executed,                                             

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accompanied by payment by certified check, cashier's check, bank draft          
or money order payable to the Company or the Rights Agent of the Exercise       
Price for the shares to be purchased and an amount equal to any applicable      
Transfer Tax required to be paid by the holder of the Rights                    
Certificate in accordance with Section 9(e) hereof, the Rights Agent            
shall thereupon promptly (i) requisition from any registrar or                  
transfer agent (as may be appropriate) of the Preferred Stock of the            
Company one or more certificates representing the number of shares              
of Preferred Stock to be so purchased, and the Company hereby                   
authorizes and directs such registrar or transfer agent (as may be              
appropriate) to comply with all such requests, (ii) as provided in              
Section 14(b), at the election of the Company, cause depositary                 
receipts to be issued in lieu of fractional shares of Preferred                 
Stock, (iii) if the election provided for in the immediately                    
preceding clause (ii) has not been made, requisition from the                   
Company the amount of cash to be paid in lieu of the issuance of                
fractional shares in accordance with Section 14(b) hereof, (iv)                 
after receipt of such Preferred Stock certificates and, if                      
applicable, depositary receipts, cause the same to be delivered to              
or upon the order of the registered holder of such Rights                       
Certificate, registered in such name or names as may be designated              
by such holder and (v) when appropriate, after receipt, promptly                
deliver such cash to or upon the order of the registered holder of              
such Rights Certificate; PROVIDED, HOWEVER, that in the case of a               
purchase of securities, other than Preferred Stock, pursuant to                 
Section 13 hereof, the Rights Agent shall promptly take the                     
appropriate actions corresponding in such case to that referred to              
in the foregoing clauses (i) through (v) of this Section 7(c).                  
Notwithstanding the foregoing provisions of this Section 7(c), the              
Company may suspend the issuance of shares of Preferred Stock upon              
exercise of a Right for a reasonable period, not in excess of 90                
days, during which the Company seeks to register under the                      
Securities Act of 1933, as amended (the "Act"), and any applicable              
securities law of any other jurisdiction, the shares of Preferred               
Stock to be issued pursuant to the Rights; PROVIDED, HOWEVER, that              
nothing contained in this Section 7(c) shall relieve the Company of             
its obligations under Section 9(c) hereof.  The Company shall                   
promptly provide the Rights Agent with written notice of such                   
suspension.                                                                     

(d)  In case the registered holder of any Rights Certificate          
shall exercise less than all the Rights evidenced thereby, a new                
Rights Certificate evidencing Rights equivalent to the Rights remaining         
unexercised shall be issued by the Rights Agent to the registered holder        
of such Rights Certificate or his assignee, subject to the provisions           
of Section 14(b) hereof.                                                        

(e)  Notwithstanding any provision of this Rights Agreement to        
the contrary, from and after the time (the "Invalidation Time") when            
any Person first becomes an Acquiring Person, other than pursuant to            
a Qualifying Tender Offer, any Rights that are Beneficially Owned by            
(x) such Acquiring Person (or any Associate or Affiliate of such                
Acquiring Person), (y) a transferee of such Acquiring Person (or any            
such Associate or Affiliate) who becomes a transferee after the                 
Invalidation Time or (z) a transferee of such Acquiring Person (or              
any such Associate or Affiliate) who becomes a transferee prior to              
or concurrently with the Invalidation Time pursuant to either (I) a             
transfer from the Acquiring Person to holders of its equity                     
securities or to any Person with whom it has any continuing                     
agreement, arrangement or understanding regarding the transferred               
Rights or (II) a transfer which the Board of Directors of the                   
Company has determined is part of a plan, arrangement or                        
understanding which has the purpose or effect of avoiding the                   
provisions of this Section 7(e), and subsequent transferees of the              
Persons referred to in either clause (y) or (z) above, shall be null            
and void without any further action and any holder of such Rights               
shall thereafter have no rights whatsoever with respect to such                 
Rights under any provision of this Rights Agreement.  No Rights                 
Certificate shall be issued pursuant to Section 3 hereof that                   
represents Rights Beneficially Owned by an Acquiring Person or any              
other Person                                                                    

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whose Rights would be null and void pursuant to the                             
provisions of this Section 7(e) or any Associate, Affiliate or                  
nominee thereof; no Rights Certificate shall be issued at any time              
upon the transfer of any Rights to an Acquiring Person or any other             
Person whose Rights would be null and void pursuant to the                      
provisions of this Section 7(e) or any Associate, Affiliate or                  
nominee thereof; and any Rights Certificate delivered to the Rights             
Agent for transfer to an Acquiring Person whose Rights would be null            
and void pursuant to the provisions of this Section 7(e) shall be               
canceled.  The Company shall notify the Rights Agent when this                  
Section 7(e) applies and shall use all reasonable efforts to ensure             
that the provisions of this Section 7(e) are complied with, but                 
neither the Company nor the Rights Agent shall have any liability to            
any holder of a Rights Certificate or any other Person as a result              
of the Company's failure to make any determination with respect to              
an Acquiring Person or its Affiliates, Associates or transferees                
hereunder.                                                                      

(f)  Notwithstanding anything in this Rights Agreement to the           
contrary, neither the Rights Agent nor the Company shall be obligated to        
undertake any action with respect to a registered holder upon the               
occurrence of any purported exercise as set forth in this Section 7             
unless such registered holder shall have (i) properly completed and             
signed the certificate following the form of election to purchase               
set forth on the reverse side of the Rights Certificate surrendered             
for such exercise and (ii) provided such additional evidence of the             
identity of the Beneficial Owner (or former Beneficial Owner) or                
Affiliates or Associates thereof or a Person referred to in clause              
(y) or (z) of Section 7(e) and such other information as the Company            
or the Rights Agent shall reasonably request.                                   

Section 8.     Cancellation and Destruction of Rights                 
Certificates.  All Rights Certificates surrendered for the purpose              
of exercise, transfer, split up, combination or exchange                        

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shall, if surrendered to the Company or to any of its agents, be                
delivered to the Rights Agent for cancellation or in canceled form, or,         
if surrendered to the Rights Agent, shall be canceled by it, and no             
Rights Certificates shall be issued in lieu thereof except as                   
expressly permitted by any of the provisions of this Rights                     
Agreement.  The Company shall deliver to the Rights Agent for                   
cancellation and retirement, and the Rights Agent shall cancel and              
retire, any Rights Certificate purchased or acquired by the Company             
otherwise than upon the exercise thereof.  The Rights Agent shall               
deliver all canceled Rights Certificates to the Company, or shall,              
at the written request of the Company, destroy such canceled Rights             
Certificates, and in such case shall deliver a certificate of                   
destruction thereof to the Company.                                             

Section 9.     Reservation and Availability of Shares of Preferred    
Stock.                                                                          

(a)  The Company covenants and agrees that it will cause to be        
reserved and kept available out of its authorized and unissued                  
shares of Preferred Stock or out of authorized and issued shares of             
Preferred Stock held in its treasury, such number of shares of                  
Preferred Stock as will from time to time be sufficient to permit               
the exercise in full of all outstanding Rights.  The Company shall              
take such action as may be required for it to comply with the                   
foregoing sentence of this Section 9(a).                                        

(b)  The Company shall use its best efforts to cause, from and after  
such time as the Rights become exercisable, all shares of Preferred Stock       
issued or reserved for issuance in accordance with this Rights                  
Agreement to be listed, upon official notice of issuance, upon the              
principal national securities exchange, if any, upon which the                  
Common Stock is listed or, if the principal market for the Common               
Stock is not on any national securities exchange, to be eligible for            
quotation on NASDAQ or any successor thereto or other comparable                
quotation system.                                                               

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(c)  The Company covenants and agrees that it will take all           
such actions as may be necessary to insure that all shares of                   
Preferred Stock delivered upon exercise of Rights shall, at the time            
of delivery of the certificates for such shares (subject to payment             
of the Exercise Price in respect thereof), be duly and validly                  
authorized and issued and fully paid and nonassessable shares.                  

(d)  The Company shall use its best efforts to (i) file, as soon as   
practicable following the occurrence of the event described in                  
Section 11(a)(ii), or as soon as is required by law following the               
Distribution Date, as the case may be, a registration statement                 
under the Act, with respect to the shares of Preferred Stock                    
purchasable upon exercise of the Rights on an appropriate form, (ii)            
cause such registration statement to become effective as soon as                
practicable after such filing, and (iii) cause such registration                
statement to remain effective (with a prospectus at all times                   
meeting the requirements of the Act) until the earlier of (A) the               
date as of which the Rights are no longer exercisable for Preferred             
Stock, or (B) the Expiration Date.  The Company may temporarily                 
suspend, for a period of time not to exceed 90 days, the issuance of            
shares of Preferred Stock upon exercise of a Right in order to                  
prepare and file a registration statement under the Act and permit              
it to become effective.  The Company shall promptly provide written             
notice to the Rights Agent of such suspension.  The Company will                
also take such action as may be appropriate under, or to ensure                 
compliance with, the securities or "blue sky" laws of the various               
states in connection with the exercisability of the Rights.                     
Notwithstanding any provision of this Rights Agreement to the                   
contrary, the Rights shall not be exercisable in any jurisdiction               
unless the requisite qualification in such jurisdiction shall have              
been obtained and until a registration statement under the Act (if              
required) shall have been declared effective.                                   

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(e)  The Company covenants and agrees that it will pay when due       
and payable any and all Transfer Taxes which may be payable in                  
respect of the issuance or delivery of the Rights Certificates or of            
any shares of Preferred Stock issued or delivered upon the exercise             
of Rights.  The Company shall not, however, be required to pay any              
Transfer Tax which may be payable in respect of any transfer or                 
delivery of a Rights Certificate to a Person other than, or the                 
issuance or delivery of certificates for Preferred Stock upon                   
exercise of Rights in a name other than that of, the registered                 
holder of the Rights Certificate, and the Company shall not be                  
required to or issue or deliver a Rights Certificate or certificate             
for Preferred Stock to a Person other than such registered holder               
until any such Transfer Tax shall have been paid (any such Transfer             
Tax being payable by the holder of such Rights Certificate at the               
time of surrender) or until it has been established to the Company's            
satisfaction that no such Transfer Tax is due.                                  

Section 10.    Preferred Stock Record Date.  Each Person in           
whose name any certificate for shares of Preferred Stock is issued upon the     
exercise of Rights shall for all purposes be deemed to have become              
the holder of record of the Preferred Stock represented thereby on,             
and such certificate shall be dated as of, the date upon which the              
Rights Certificate evidencing such Rights was duly surrendered and              
payment of the Exercise Price (and any applicable Transfer Taxes)               
was made; provided, however, that, if the date of such surrender and            
payment is a date upon which the Preferred Stock transfer books of              
the Company are closed, such Person shall be deemed to have become              
the record holder of such shares on, and such certificate shall be              
dated as of, the next succeeding Business Day on which the Preferred            
Stock transfer books of the Company are open.  Prior to the exercise            
of the Rights evidenced thereby, the holder of a Rights Certificate,            
as such, shall not be entitled to any rights of a stockholder of the            
Company with respect to shares for which the Rights shall be                    
exercisable, including, without                                                 

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limitation, the right to vote, to receive dividends or other distributions      
or to exercise any preemptive rights, and shall not be entitled to receive      
any notice of any proceedings of the Company, except as provided herein.        

Section 11.    Adjustment of Exercise Price or Number of              
Shares.  The Exercise Price and the number of shares of Preferred Stock         
which may be purchased upon exercise of a Right and the number of Rights        
outstanding are subject to adjustment from time to time as provided             
in this Section 11.                                                             

(a)  (i)  In the event the Company shall at any time after  
the date of this Rights Agreement (A) declare or pay any    
dividend on Common Stock payable in shares of Common        
Stock, (B) subdivide or split the outstanding shares of     
Common Stock into a greater number of shares or (C)         
combine or consolidate the outstanding shares of Common     
Stock into a smaller number of shares or effect a reverse   
split of the outstanding shares of Common Stock, then and   
in each such event the number of shares of Preferred Stock  
issuable upon the exercise of a Right after the record      
date for such event (if one shall have been established     
or, if not, after the date of such event) shall be the      
number of shares of Preferred Stock issuable immediately    
prior to such event multiplied by a fraction the numerator  
of which is the number of Rights outstanding immediately    
prior to such event and the denominator of which is the     
number of Rights outstanding immediately after such event   
and the Exercise Price after such event shall be the        
Exercise Price in effect immediately prior to such event    
multiplied by such fraction.  If an event occurs which      
would require an adjustment under both this Section         
11(a)(i) and Section 11(a)(ii) hereof, the adjustment       
provided for in this Section 11(a)(i)                       

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shall be in addition to, and shall be made prior to, any    
adjustment required pursuant to Section 11(a)(ii).          

  (ii) Subject to Section 27 of this Rights Agreement,
in the event that any Person (other than an Exempt          
Person), alone or together with its Affiliates and          
Associates, shall become an Acquiring Person, except        
pursuant to a Qualifying Tender Offer then, subject to the  
last sentence of Section 23(a) and except as otherwise      
provided in this Section 11, each holder of a Right,        
except as provided in Section 7(e) hereof, shall            
thereafter have the right to receive upon exercise of such  
Right in accordance with the terms of this Rights           
Agreement and payment of the Exercise Price, the greater    
of (1) the number of one one-hundredths of a share of       
Preferred Stock for which such Right was exercisable        
immediately prior to the first occurrence of the event      
described in this Section 11(a)(ii) or (2) such number of   
one onehundredths of a share of Preferred Stock as shall    
equal the result obtained by dividing the Exercise Price by 
50% of the Fair Market Value of one one-hundredth of a share
    of Preferred Stock (determined pursuant to Section 11(b) hereof)
 on the date of such first occurrence; provided, however, that
if the transaction that would otherwise give rise to the    
foregoing adjustment is also subject to the provisions of   
Section 13 hereof, then only the provisions of Section 13   
hereof shall apply and no adjustment shall be made          
pursuant to this Section 11(a)(ii).                         

   (iii)     In the event that the Company does not have
available sufficient authorized but unissued Preferred      
Stock to permit the adjustments required pursuant to the    
foregoing subparagraph (i) or the exercise in full of the   
Rights in                                                   

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accordance with the foregoing subparagraph (ii),            
the Company shall take all such actions as may be           
necessary to authorize and reserve for issuance such        
number of additional shares of Preferred Stock as may from  
time to time be required to be issued upon the exercise in  
full of all Rights from time to time outstanding and, if    
necessary, shall use its best efforts to obtain             
stockholder approval thereof.  In lieu of issuing shares    
of Preferred Stock in accordance with the foregoing         
subparagraphs (i) and (ii), the Company may, if its Board   
of Directors determines that such action is necessary or    
appropriate and not contrary to the interests of holders    
of Rights, elect to issue or pay, upon the exercise of the  
Rights, (A) cash, (B) other equity securities of the        
Company, (C) debt securities of the Company, (D) other      
assets or (E) any combination of the foregoing, in each     
case, having an aggregate Fair Market Value equal to the    
Fair Market Value of the shares of Preferred Stock which    
otherwise would have been issuable pursuant to Section      
11(a)(ii), which Fair Market Value shall be determined by   
an investment banking firm selected by the Company's Board  
of Directors.  For purposes of the preceding sentence, the  
Fair Market Value of the Preferred Stock shall be as        
determined pursuant to Section 11(b).  Subject to Section   
23 hereof, any such election by the Board of Directors of   
the Company must be made and publicly announced within      
thirty (30) days after the date on which the event          
described in Section 11(a)(ii) occurs.                      

   (b)  For the purpose of this Rights Agreement, the "Fair Market
Value" of any share of Preferred Stock, Common Stock or any other stock         
or any Right or other security or any other property on any date shall be       
determined as provided in this Section 11(b).  In the case of a                 

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publicly-traded stock or other security, the Fair Market Value on               
any date shall be deemed to be the average of the daily closing                 
prices per share of such stock or per unit of such other security               
for the 30 consecutive Trading Days (as such term is hereinafter                
defined) immediately prior to but not including such date; PROVIDED,            
HOWEVER, that in the event that the Fair Market Value per share of              
any share of Common Stock is determined during a period which                   
includes any date that is within 30 Trading Days after but not                  
including (i) the ex-dividend date for a dividend or distribution on            
such stock payable in shares of Common Stock or securities                      
convertible into shares of Common Stock, or (ii) the effective date             
of any subdivision, split, combination, consolidation, reverse stock            
split or reclassification of such stock, then, and in each such                 
case, the Fair Market Value shall be appropriately adjusted by the              
Board of Directors of the Company to take into account ex-dividend              
or post-effective date trading.  The closing price for any day shall            
be the last sale price, regular way, or, in case no such sale takes             
place on such day, the average of the closing bid and asked prices,             
regular way (in either case, as reported in the applicable                      
transaction reporting system with respect to securities listed or               
admitted to trading on the New York Stock Exchange), or, if the                 
securities are not listed or admitted to trading on the New York                
Stock Exchange, as reported in the applicable transaction reporting             
system with respect to securities listed on the principal national              
securities exchange on which such security is listed or admitted to             
trading; or, if not listed or admitted to trading on any national               
securities exchange, the last quoted price (or, if not so quoted,               
the average of the high bid and low asked prices) in the over-the-              
counter market, as reported by NASDAQ or such other system then in              
use; or, if no bids for such security are quoted by any such                    
organization, the average of the closing bid and asked prices as                
furnished by a professional market maker making a market in such                
security selected by the Board of Directors of the Company.  The term           
"Trading Day" shall mean a day on which the principal national securities       
exchange on which such security is listed                                       

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or admitted to trading is open                                                  
for the transaction of business or, if such security is not listed or           
admitted to trading on any national securities exchange, a Business             
Day.  If a security is not publicly held or not so listed or traded,            
"Fair Market Value" shall mean the fair value per share of stock or             
per other unit of such other security, as determined by an                      
independent investment banking firm experienced in the valuation of             
securities selected in good faith by the Board of Directors of the              
Company, or, if no such investment banking firm is, in the good                 
faith judgment of the Company's Board of Directors, available to                
make such determination, in good faith by the Board of Directors of             
the Company; PROVIDED, HOWEVER, that for purposes of making the                 
adjustment provided for by Section 11(a)(ii) hereof, the Fair Market            
Value of a share of Preferred Stock shall not be less than 100% of              
the product of the Fair Market Value of a share of Common Stock                 
multiplied by the higher of the then Dividend Multiple or Vote                  
Multiple applicable to the Preferred Stock (as defined in the                   
provisions of the Certificate of Designations relating to the                   
Preferred Stock) and shall not exceed 105% of the product of the                
then Fair Market Value of a share of Common Stock multiplied by the             
higher of the then Dividend Multiple or Vote Multiple applicable to             
the Preferred Stock.  In the case of property other than securities,            
the "Fair Market Value" thereof shall be determined in good faith by            
the Board of Directors of the Company based upon such appraisals or             
valuation reports of such independent experts as the Board of                   
Directors of the Company shall in good faith determine to be                    
appropriate in accordance with good business practices and the                  
interests of the holders of Rights.  Any such determination of Fair             
Market Value shall be described in a statement filed with the Rights            
Agent and shall be binding upon the Rights Agent.                               

(c)  All calculations under this Section 11 shall be made to the      
nearest cent or to the nearest one one-hundredth of a share, as the             
case may be.                                                                    

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(d)  Irrespective of any adjustment or change in the Exercise         
Price or the number of shares of Preferred Stock issuable upon the              
exercise of the Rights, the Rights Certificates theretofore and                 
thereafter issued may continue to express the Exercise Price and the            
number of shares to be issued upon exercise of the Rights as in the             
initial Rights Certificates issued hereunder but, nevertheless,                 
shall represent the Rights as so adjusted.                                      

(e)  Before taking any action that would cause an adjustment          
reducing the purchase price per whole share of Preferred Stock upon             
exercise of the Rights below the then par value, if any, of the shares of       
Preferred Stock, the Company shall use its best efforts to take any             
corporate action which may, in the opinion of its counsel, be                   
necessary in order that the Company may validly and legally issue               
fully paid and non-assessable shares of such Preferred Stock at such            
adjusted purchase price per share.                                              

(f)  Anything in this Section 11 to the contrary notwithstanding, in
the event of any reclassification of stock of the Company or any                
recapitalization, reorganization or partial liquidation of the                  
Company or similar transaction, the Company shall be entitled to                
make such further adjustments in the number of shares of Preferred              
Stock which may be acquired upon exercise of the Rights, and such               
adjustments in the Exercise Price therefor, in addition to those                
adjustments expressly required by the other paragraphs of this                  
Section 11, as the Board of Directors of the Company shall determine            
to be necessary or appropriate in order for the holders of the                  
Rights in such event to be treated equitably and in accordance with             
the purpose and intent of this Rights Agreement or in order that any            
such event shall not, but for such adjustment, in the opinion of                
counsel to the Company, result in the stockholders of the Company               
being subject to any United States federal income tax liability by              
reason thereof.                                                                 

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(g)  In the event the Company shall at any time after the             
Record Date make any distribution on the shares of Common Stock of              
the Company, whether by way of a dividend or a reclassification of              
stock, a recapitalization, reorganization or partial liquidation of             
the Company or otherwise, in cash or any debt security,                         
debt instrument, real or personal property or any other property                
(other than any shares of Common Stock or other capital stock of the            
Company and other than any right or warrant to acquire any such                 
shares, including any debt security convertible into or exchangeable            
for any such share, at less than the Fair Market Value of such                  
shares) and the amount of such cash dividend or the Fair Market                 
Value of such debt security, debt instrument or property exceeds                
150% of the aggregate amount of the cash dividends declared or paid             
on the Common Stock of the Company in the 15-month period                       
immediately preceding such distribution, then and in each such                  
event, unless such distribution is part of or is made in connection             
with a transaction to which Section 11(a)(ii) or Section 13 hereof              
applies, the Exercise Price shall be reduced by an amount equal to              
the cash or the Fair Market Value of such distribution, as the case             
may be, per share of Common Stock of the Company.  For purposes                 
hereof, the Fair Market Value of any property distributed to the                
holders of shares of Common Stock of the Company shall be the Fair              
Market Value of such property as determined by an independent                   
investment banking firm experienced in the valuation of securities              
or the other property so distributed, as the case may be, selected              
in good faith by the Board of Directors of the Company, or, if no               
such investment banking firm is in the good faith judgment of the               
Board of Directors of the Company available to make such                        
determination, in good faith by the Board of Directors of the                   
Company, whose determination shall be final and binding on the                  
Company, the Rights Agent and the holders of Rights.                            

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Section 12.    Certification of Adjusted Exercise Price or            
Number of Shares.  Whenever an adjustment is made as provided in                
Section 11, 13 or 23(c), the Company shall (a) promptly prepare a               
certificate setting forth such adjustment, and a brief statement of             
the facts and computations giving rise to such adjustment, (b)                  
promptly file with the Rights Agent and with each transfer agent for            
the Preferred Stock a copy of such certificate and (c) mail a brief             
summary thereof to each holder of a Rights Certificate in accordance            
with Section 25.  Notwithstanding the foregoing sentence, the                   
failure of the Company to make such certification or give such                  
notice shall not affect the validity of or the force or effect of               
the requirement for such adjustment.  Any adjustment to be made                 
pursuant to Section 11, 13 or 23(c) of this Rights Agreement shall              
be effective as of the date of the event giving rise to such                    
adjustment.  The Rights Agent shall be fully protected in relying on            
any such certificate and on any adjustment therein contained and                
shall have no duty with respect to and shall not be deemed to have              
knowledge of any adjustment unless and until it shall have received             
such certificate.                                                               

Section 13.    Consolidation, Merger or Sale or Transfer of Assets      
or Earning Power.                                                               

(a)  In the event that, at any time after the time that any             
Person becomes an Acquiring Person, (x) the Company shall, directly             
or indirectly, consolidate with, or merge with and into, any other              
Person or Persons (other than an Exempt Person or Persons) and the              
Company shall not be the surviving or continuing corporation of such            
consolidation or merger, or (y) any Person or Persons (other than an            
Exempt Person) shall, directly or indirectly, consolidate with, or              
merge with and into, the Company, and the Company shall be the                  
continuing or surviving corporation of such consolidation or merger             
and, in connection with such consolidation or merger, all or part of            
the outstanding shares of Common Stock shall be changed                         

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into or                                                                         
exchanged for stock or other securities of any other Person (other              
than an Exempt Person) or of the Company or cash or any other                   
property, or (z) the Company or one or more of its Subsidiaries                 
shall, directly or indirectly, sell or otherwise transfer to any                
other Person or any Affiliate or Associate of such Person, in one or            
more transactions, or the Company or one or more of its Subsidiaries            
shall sell or otherwise transfer to any Persons in one or a series              
of related transactions, assets or earning power aggregating more               
than 50% of the assets or earning power of the Company and its                  
Subsidiaries (taken as a whole), then, on the first occurrence of any           
such event, proper provision shall be made so that (i) each holder of           
record of a Right, except as provided in Section 7(e) hereof, shall             
thereafter have the right to receive, upon the exercise thereof and payment     
of the Exercise Price in accordance with the terms of this Rights               
Agreement, such number of shares of validly issued, fully paid, non-            
assessable and freely tradable Common Stock of the Principal Party              
(as defined herein), not subject to any liens, encumbrances, rights             
of first refusal or other adverse claims, as shall equal the result             
obtained by dividing the Exercise Price by 50% of the Fair Market               
Value of the Common Stock of the Principal Party on the date of the             
consummation of such consolidation, merger, sale or transfer; (ii)              
such Principal Party shall thereafter be liable for, and shall                  
assume, by virtue of such consolidation, merger, sale or transfer,              
all the obligations and duties of the Company pursuant to this                  
Rights Agreement; (iii) the term "Company" or "Corporation" for all             
purposes of this Rights Agreement shall thereafter be deemed to                 
refer to such Principal Party; (iv) such Principal Party shall take             
such steps (including, but not limited to, the reservation of a                 
sufficient number of shares of its Common Stock in accordance with              
the provisions of Section 9 hereof applicable to the reservation of             
Preferred Stock) in connection with such consummation as may be                 
necessary to insure that the provisions hereof shall thereafter be              
applicable, as nearly as reasonably may be, in relation to its                  
shares of Common Stock thereafter deliverable upon the exercise of              
the Rights;                                                                     

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PROVIDED, HOWEVER, that, upon the subsequent occurrence                         
of any merger, consolidation, sale of all or substantially all of               
the assets, recapitalization, reclassification of shares,                       
reorganization or other extraordinary transaction in respect of such            
Principal Party, each holder of a Right shall thereupon be entitled             
to receive, upon exercise of a Right and payment of the Exercise                
Price, such cash, shares, rights, warrants and other property which             
such holder would have been entitled to receive had it, at the time             
of such transaction, owned the shares of Common Stock of the                    
Principal Party purchasable upon the exercise of a Right, and such              
Principal Party shall take such steps (including, but not limited               
to, reservation of shares of stock) as may be necessary to permit               
the subsequent exercise of the Rights in accordance with the terms              
hereof for such cash, shares, rights, warrants and other property;              
and (v) the provisions of Section 11(a)(ii) hereof shall be of no               
effect following the occurrence of any event described in clause                
(x), (y) or (z) above of this Section 13(a).                                    

(b)   "Principal Party" shall mean:                                   
(i)  in the case of any transaction described in (x) or     
(y) of the first sentence of Section 13(a) hereof: (A) the            
Person that is the issuer of the securities into which shares         
of Common Stock of the Company are changed or otherwise               
exchanged or converted in such merger or consolidation, or, if        
there is more than one such issuer, the issuer of the Common          
Stock of which has the greatest market value or (B) if no             
securities are so issued, (x) the Person that is the other            
party to the merger or consolidation and that survives such           
merger or consolidation, or, if there is more than one such           
Person, the Person the Common Stock of which has the greatest         
market value or (y) if the Person that is the other party to          
the merger or consolidation does not survive the merger or            
consolidation, the Person that                                        

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does survive the merger or                                            
consolidation (including the Company if it survives); and             
(ii) in the case of any transaction described in (z) of     
the first sentence in Section 13(a), the Person that is the           
party receiving the greatest portion of the assets or earning         
power transferred pursuant to such transaction or transactions,       
or, if each Person that is a party to such transaction or             
transactions receives the same portion of the assets or earning       
power so transferred or if the Person receiving the greatest          
portion of the assets or earning power cannot be determined,          
whichever of such Persons as is the issuer of Common Stock            
having the greatest market value of shares outstanding;               
provided, however, that in any such case, if the Common Stock         
of such Person is not at such time and has not been                   
continuously over the preceding 12-month period registered            
under Section 12 of the Exchange Act, and such Person is a            
direct or indirect Subsidiary of another Person the Common            
Stock of which is and has been so registered, the term                
"Principal Party" shall refer to such other Person, or if such        
Person is a Subsidiary, directly or indirectly, of more than one      
Person, the Common Stocks of all of which are and have been so        
registered, the term "Principal Party" shall refer to whichever       
of such Persons is the issuer of the Common Stock having the          
greatest market value of shares outstanding.                          

(c)  The Company shall not consummate any consolidation, merger       
or sale or transfer of assets or earning power referred to in                   
Section 13(a) unless the Principal Party shall have a sufficient                
number of authorized shares of its Common Stock that have not been              
issued or reserved for issuance to permit exercise in full of all               
Rights in accordance with this Section 13                                       

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and unless prior thereto                                                        
the Company and the Principal Party involved therein shall have                 
executed and delivered to the Rights Agent an agreement confirming              
that the Principal Party shall, upon consummation of such                       
consolidation, merger or sale or transfer of assets or earning                  
power, assume this Rights Agreement in accordance with Section 13(a)            
hereof and that all rights of first refusal or preemptive rights in             
respect of the issuance of shares of Common Stock of the Principal              
Party upon exercise of outstanding Rights have been waived and that             
such transaction shall not result in a default by the Principal                 
Party under this Rights Agreement, and further providing that, as               
soon as practicable after the date of any consolidation, merger or              
sale or transfer of assets or earning power referred to in Section              
13(a) hereof, the Principal Party will:                                         

(i)  prepare and file a registration statement under the    
Act with respect to the Rights and the securities           
purchasable upon exercise of the Rights on an appropriate   
form, use its best efforts to cause such registration       
statement to become effective as soon as practicable after  
such filing and use its best efforts to cause such          
registration statement to remain effective (with a          
prospectus at all times meeting the requirements of the     
Act) until the date of expiration of the Rights, and        
similarly comply with applicable state securities laws;     

(ii) use its best efforts to list (or continue the listing  
of) the Rights and the securities purchasable upon          
exercise of the Rights on a national securities exchange    
or to meet the eligibility requirements for quotation on    
NASDAQ; and                                                 

(iii)     deliver to holders of the Rights historical       
financial statements for the Principal Party which comply   
in all respects with the requirements for registration on   
Form 10 (or any successor form) under the Exchange Act.     
In the                                                      

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event that any of the transactions described in             
Section 13(a) hereof shall occur at any time after the      
occurrence of a transaction described in Section 11(a)(ii)  
hereof, the Rights which have not theretofore been          
exercised shall, subject to the provisions of Section 7(e)  
hereof, thereafter be exercisable in the manner described   
in Section 13(a).                                           

(d)  In case the Principal Party which is to be a party to a            
transaction referred to in this Section 13 has a provision in any of its        
authorized securities or in its Certificate of Incorporation or By-             
Laws or other instrument governing its corporate affairs, which                 
provision would have the effect of (i) causing such Principal Party             
to issue, in connection with, or as a consequence of, the                       
consummation of a transaction referred to in this Section 13, shares            
of Common Stock of such Principal Party at less than the then Fair              
Market Value per share (determined pursuant to Section 11(b) hereof)            
or securities exercisable for, or convertible into, Common Stock of             
such Principal Party at less than such then Fair Market Value (other            
than to holders of Rights pursuant to this Section 13) or (ii)                  
providing for any special tax or similar payment in connection with             
the issuance to any holder of a Right of Common Stock of such                   
Principal Party pursuant to the provisions of this Section 13, then,            
in such event, the Company shall not consummate any such transaction            
unless prior thereto the Company and such Principal Party shall have            
executed and delivered to the Rights Agent a supplemental agreement             
providing that the provision in question of such Principal Party                
shall have been canceled, waived or amended, or that the authorized             
securities shall be redeemed, so that the applicable provision will             
have no effect in connection with, or as a consequence of, the                  
consummation of the proposed transaction.                                       

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Section 14.    Fractional Rights and Fractional Shares.               

(a)  The Company shall not be required to issue fractions of          
Rights or to distribute Rights Certificates which evidence                      
fractional Rights (i.e., Rights to acquire less than one one-                   
hundredth of a share of Preferred Stock), unless such fractional                
Rights result from a transaction referred to in Section 11(a)(i)                
hereof.  If the Company shall determine not to issue such fractional            
Rights, then, in lieu of such fractional Rights, there shall be paid            
to the holders of record of the Rights Certificates with regard to              
which such fractional Rights would otherwise be issuable, an amount             
in cash equal to the same fraction of the Fair Market Value of a                
whole Right.                                                                    

(b)  The Company shall not be required to issue fractions of shares   
of Preferred Stock (other than fractions which are integral multiples           
of onehundredth of a share) upon exercise of the Rights or to                   
distribute certificates which evidence fractional shares (other than            
fractions which are integral multiples of one-hundredth of a share).            
In lieu of issuing fractions of shares of Preferred Stock, the                  
Company may, at its election, issue depositary receipts evidencing              
fractions of shares pursuant to an appropriate agreement between the            
Company and a depositary selected by it, PROVIDED that such                     
agreement shall provide that the holders of such depositary receipts            
shall have all of the rights, privileges and preferences to which               
they would be entitled as owners of the Preferred Stock.  With                  
respect to fractional shares that are not integral multiples of one-            
hundredth of a share, if the Company does not issue such fractional             
shares or depositary receipts in lieu thereof, there shall be paid              
to the holders of record of Rights Certificates at the time such                
Rights are exercised as herein provided an amount in cash equal to              
the same fraction of the Fair Market Value of a share of Preferred              
Stock.                                                                          

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(c)  The holder of a Right by the acceptance of a Right               
expressly waives his right to receive any fractional Right or any               
fractional shares of Preferred Stock (other than fractions which are            
integral multiples of one one-hundredth of a share) upon exercise of            
a Right.  The Rights Agent shall have no duty or obligation under               
this Section or under any other Section of this Rights Agreement                
dealing with fractional shares unless and until the Company has                 
provided the Rights Agent with written notification of what action              
it proposes to take with respect to such fractional shares and has              
provided or caused to be provided to the Rights Agent sufficient                
depositary receipt or cash necessary to satisfy the Company's                   
obligations with respect to fractional shares.                                  

Section 15.    Rights of Action.  All rights of action in respect     
of this Rights Agreement, except the rights of action given to the Rights       
Agent in Section 18 hereof, are vested in the respective registered             
holders of the Rights Certificates (and, prior to the Distribution              
Date, the holders of record of the Common Stock); and any holder of             
record of any Rights Certificate (or, prior to the Distribution                 
Date, of the Common Stock), without the consent of the Rights Agent             
or of the holder of any other Rights Certificate (or, prior to the              
Distribution Date, of the Common Stock), may, in his own behalf and             
for his own benefit, enforce, and may institute and maintain any                
suit, action or proceeding against the Company to enforce, or                   
otherwise act in respect of, his right to exercise the Rights                   
evidenced by such Rights Certificate in the manner provided in such             
Rights Certificate and, in this Rights Agreement.  Without limiting             
the foregoing or any remedies available to the holders of Rights, it            
is specifically acknowledged that the holders of Rights would not               
have an adequate remedy at law for any breach of this Rights                    
Agreement and will be entitled to specific performance of the                   
obligations under this Rights                                                   

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Agreement, and injunctive relief                                                
against actual or threatened violations of, the obligations of any              
Person subject to this Rights Agreement.                                        

Section 16.    Agreement of Right Holders.  Each holder of a          
Right, by accepting the same, consents and agrees with the Company              
and the Rights Agent and with every other holder of a Right that:               

(a)  Prior to the Distribution Date, the Rights shall be evidenced    
by the Book-Entries representing, or the certificates for, Common Stock         
registered in the name of the holders of Common Stock (together, as             
applicable, with the Summary of Rights), which Book-Entries                     
representing, or the certificates for, Common Stock shall also                  
constitute certificates for Rights, and not by separate Rights                  
Certificates, and each Right shall be transferable only                         
simultaneously and together with the transfer of shares of Common               
Stock;                                                                          

(b)  After the Distribution Date, the Rights Certificates are         
transferable only on the registry books of the Rights Agent if                  
surrendered at an office of the Rights Agent designated for such                
purpose, duly endorsed or accompanied by a proper instrument of                 
transfer;                                                                       

(c)  The Company and the Rights Agent may deem and treat the Person   
in whose name the Rights Certificate (or, prior to the Distribution             
Date, the associated Book-Entry representing, or certificate for,               
Common Stock) is registered as the absolute owner thereof and of the            
Rights evidenced thereby (notwithstanding any notations of ownership            
or writing on the Rights Certificates or the associated Common Stock            
certificate made by anyone other than the Company or the Rights                 
Agent) for all purposes whatsoever, and neither the Company nor the             
Rights Agent shall be affected by any notice to the contrary.                   

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(d)  Notwithstanding anything in this Rights Agreement to the         
contrary, neither the Company nor the Rights Agent shall have any               
liability to any holder of a Right or a beneficial interest in a                
Right or other Person as a result of its inability to perform any of            
its obligations under this Rights Agreement by reason of any                    
preliminary or permanent injunction or other order, decree, judgment            
or ruling issued by a court of competent jurisdiction or by a                   
governmental, regulatory or administrative agency or commission, or             
any statute, rule, regulation or executive order promulgated or                 
enacted by any governmental authority, prohibiting or otherwise                 
restraining performance of such obligation; PROVIDED, HOWEVER, the              
Company must use its best efforts to have any such order, decree or             
ruling lifted or otherwise overturned as soon as possible; and                  

(e)  Rights Beneficially Owned by certain persons will under          
certain circumstances set forth in this Rights Agreement become null            
and void pursuant to Section 7(e) hereof; and                                   

(f)  This Rights Agreement may be supplemented or amended from        
time to time pursuant to Section 26 hereof.                                     

Section 17.    Rights Certificate Holder Not Deemed a                 
Stockholder.  No holder, as such, of any Rights Certificate shall be            
entitled to vote, receive dividends or be deemed for any purpose the            
holder of Preferred Stock or any other securities which may at any              
time be issuable on the exercise of the Rights represented thereby,             
nor shall anything contained herein or in any Rights Certificate be             
construed to confer upon the holder of any Rights Certificate, as               
such, any of the rights of a stockholder of the Company or any right            
to vote for the election of directors or upon any matter submitted              
to stockholders at any meeting thereof or to give or                            

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withhold                                                                        
consent to any corporate action or to receive notice of meetings or             
other actions affecting stockholders (except as provided in Sections            
24 and 25 hereof) or to receive dividends or subscription rights, or            
otherwise, until the Right or Rights evidenced by such Rights                   
Certificate shall have been exercised in accordance with the                    
provisions hereof.                                                              

Section 18.    Concerning the Rights Agent.                           

(a)  The Company agrees to pay to the Rights Agent reasonable         
compensation for all services rendered by it hereunder and, from                
time to time, on demand of the Rights Agent, its reasonable expenses            
and counsel fees and other disbursements incurred in the                        
preparation, execution, delivery, amendment and administration of               
this Rights Agreement and the exercise and performance of its duties            
hereunder.  The Company also agrees to indemnify the Rights Agent               
for, and to hold it harmless against, any loss, liability, damage,              
judgment, fine, penalty, claim, demand, settlement, cost or expense,            
incurred without gross negligence, bad faith or willful misconduct              
(each as may be finally determined by a court of competent                      
jurisdiction) on the part of the Rights Agent, for any action taken,            
suffered or omitted to be taken by the Rights Agent in connection               
with the acceptance and administration of this Rights Agreement,                
including without limitation the costs and expenses of defending                
against any claim of liability relating to the Rights or this Rights            
Agreement.  The indemnity provided herein shall survive the                     
termination of this Agreement and the termination and the expiration            
of the Rights.  The costs and expenses incurred in enforcing this               
right of indemnification shall be paid by the Company.  Any                     
liability of the Rights Agent under this Rights Agreement will be               
limited to the amount of fees paid by the Company to the Rights                 
Agent.  Anything to the contrary notwithstanding, in no event shall             
the Rights Agent be liable for special, indirect, punitive,                     
consequential or incidental                                                     

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loss or damage of any kind whatsoever                                           
(including but not limited to lost profits), even if the Rights                 
Agent has been advised of the likelihood of such loss or damage.                

(b)  The Rights Agent shall be protected against, and shall           
incur no liability for or in respect of, any action taken, suffered             
or omitted by it in connection with its acceptance and                          
administration of this Rights Agreement in reliance upon any Rights             
Certificate or certificate for Preferred Stock or for other                     
securities of the Company, instrument of assignment or transfer,                
power of attorney, endorsement, affidavit, letter, notice,                      
direction, consent, certificate, statement or other paper or                    
document believed by it to be genuine and to be signed, executed                
and, where necessary, verified or acknowledged, by the proper person            
or persons.                                                                     

Section 19.    Merger or Consolidation of, or Change in Name          
of, the Rights Agent.                                                           

(a)  Any Person into which the Rights Agent or any successor          
Rights Agent may be merged or with which it may be consolidated, or             
any Person resulting from any merger or consolidation to which the              
Rights Agent or any successor Rights Agent shall be a party, or any             
Person succeeding to the business of the Rights Agent or any                    
successor Rights Agent, shall be the successor to the Rights Agent              
under this Rights Agreement without the execution or filing of any              
paper or any further act on the part of any of the parties hereto,              
provided that such Person would be eligible for appointment as a                
successor Rights Agent under the provisions of Section 21 hereof.               
In case at the time such successor Rights Agent shall succeed to the            
agency created by this Rights Agreement any of the Rights                       
Certificates shall have been countersigned but not delivered, any               
such successor Rights Agent may adopt the countersignature of the               
predecessor Rights Agent and deliver such Rights Certificates so                
countersigned; and in case at that time any                                     

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of the Rights                                                                   
Certificates shall not have been countersigned, any successor Rights            
Agent may countersign such Rights Certificates either in the name of            
the predecessor Rights Agent or in the name of the successor Rights             
Agent; and in all such cases such Rights Certificates shall have the            
full force provided in the Rights Certificates and in this Rights               
Agreement.                                                                      

(b)  In case at any time the name of the Rights Agent shall be        
changed and at such time any of the Right Certificates shall have               
been countersigned but not delivered, the Rights Agent may adopt the            
countersignature under its prior name and deliver Rights                        
Certificates so countersigned; in case at that time any of                      
the Rights Certificates shall not have been countersigned, the                  
Rights Agent may countersign such Rights Certificates either in its             
prior name or in its changed name; in all such cases such Rights                
Certificates shall have the full force provided in the Rights                   
Certificates and in this Rights Agreement.                                      

Section 20.    Duties of Rights Agent.  The Rights Agent              
undertakes only the duties and obligations expressly imposed by this            
Rights Agreement upon the following terms and conditions, by all of             
which the Company and the holders of Rights Certificates by their               
acceptance thereof shall be bound:                                              

(a)  The Rights Agent may consult with legal counsel (who may be      
legal counsel for the Company), and the advice or opinion of such counsel       
shall be full and complete authorization and protection to the                  
Rights Agent and the Rights Agent shall incur no liability for or in            
respect of, any action taken, suffered or omitted by it in good                 
faith and in accordance with such advice or opinion.                            

(b)  Whenever in the performance of its duties under this             
Rights Agreement the Rights Agent shall deem it necessary or                    
desirable that any fact or matter (including, without                           

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limitation,                                                                     
the identity of any Acquiring Person and the determination of Fair              
Market Value) be proved or established by the Company prior to                  
taking, suffering or omitting to take any action hereunder, such                
fact or matter (unless other evidence in respect thereof be herein              
specifically prescribed) may be deemed to be conclusively proved and            
established by a certificate signed by the Chairman of the Board,               
any President or any Vice President and by the Treasurer or the                 
Secretary of the Company and delivered to the Rights Agent.  Any                
such certificate shall be full authorization and protection to the              
Rights Agent and the Rights Agent shall incur no liability for or in            
respect of, any action taken, suffered or omitted by it in good                 
faith under the provisions of this Rights Agreement in reliance upon            
such certificate.                                                               

(c)  The Rights Agent shall be liable hereunder to the Company        
and any other Person only for its own gross negligence, bad faith or            
willful misconduct.                                                             

(d)  The Rights Agent shall not be liable for or by reason of any of  
the statements of fact or recitals contained in this Rights Agreement or        
in the Rights Certificates (except its countersignature thereof) or             
be required to verify the same, but all such statements and recitals            
are and shall be deemed to have been made by the Company only.                  

(e)  The Rights Agent shall not be under any responsibility in        
respect of the validity of this Rights Agreement or the execution and           
delivery hereof (except the due execution hereof by the Rights Agent) or in     
respect of the validity or execution of any Rights Certificate                  
(except its countersignature thereof); nor shall it be responsible              
for any breach by the Company of any covenant or condition contained            
in this Rights Agreement or in any Rights Certificate; nor shall it             
be responsible for any adjustment required under the provisions of              
Section 11 or 13 hereof or responsible for the manner, method or                
amount of any such adjustment or the                                            

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ascertaining of the existence                                                   
of facts that would require any such adjustment (except with respect            
to the exercise of Rights evidenced by Rights Certificates after                
receipt of a certificate describing any such adjustment); nor shall             
it by any act hereunder be deemed to make any representation or                 
warranty as to the authorization or reservation of any shares of                
Preferred Stock to be issued pursuant to this Rights Agreement or               
any Rights Certificate or as to whether any shares of Preferred                 
Stock will, when issued, be validly authorized and issued, fully                
paid and nonassessable.                                                         

(f)  The Company agrees that it will perform, execute,                
acknowledge and deliver or cause to be performed, executed,                     
acknowledged and delivered all such further and other acts,                     
instruments and assurances as may reasonably be required by the                 
Rights Agent for the carrying out or performing by the Rights Agent             
of the provisions of the Rights Agreement.                                      

(g)  The Rights Agent is hereby authorized and directed to            
accept instructions with respect to the performance of its duties               
hereunder from the Chairman of the Board, any President or any Vice             
President or the Secretary or the Treasurer of the Company, and to              
apply to such officers for advice or instructions in connection with            
its duties, and it shall not be liable for any action taken or suffered         
to be taken by it in good faith in accordance with instructions of any          
such officer.                                                                   

(h)  The Rights Agent and any shareholder, affiliate, director,       
officer or employee of the Rights Agent may buy, sell or deal in any            
of the Rights or other securities of the Company or become                      
financially interested in any transaction in which the Company may              
be interested, or contract with or lend money to the Company or                 
otherwise act as fully and freely as                                            

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though it were not the Rights                                                   
Agent under this Rights Agreement.  Nothing herein shall preclude               
the Rights Agent from acting in any other capacity for the Company              
or for any other Person.                                                        

(i)  The Rights Agent may execute and exercise any of the             
rights or powers hereby vested in it or perform any duty hereunder              
either itself or by or through its attorneys or agents, and the                 
Rights Agent shall not be answerable or accountable for any act,                
default, neglect or misconduct of any such attorneys or agents or               
for any loss to the Company resulting from any such act, default,               
neglect or misconduct, absent gross negligence, bad faith or willful            
misconduct in the selection and continued employment thereof.                   

(j)  No provision of this Rights Agreement shall require the Rights 
Agent to expend or risk its own funds or otherwise incur any financial          
liability in the performance of any of its duties hereunder or in               
the exercise of its rights if it believes that repayment of such                
funds or adequate indemnification against such risk or liability is             
not assured to it.                                                              

Section 21.    Change of Rights Agent.  The Rights Agent or any     
successor Rights Agent may resign and be discharged from its duties under       
this Rights Agreement upon 30 days notice in writing mailed to the              
Company and to each transfer agent of the Common Stock and the                  
Preferred Stock by registered or certified mail.  The Company may               
remove the Rights Agent or any successor Rights Agent (with or                  
without cause) upon 30 days notice in writing, mailed to the Rights             
Agent or successor Rights Agent, as the case may be, and to each                
transfer agent of the Common Stock and the Preferred Stock by                   
registered or certified mail.  If the Rights Agent shall resign or              
be removed or shall otherwise become incapable of acting, the                   
Company shall appoint a successor to the Rights Agent.                          
Notwithstanding the foregoing provisions of this Section 21, in no              
event shall the resignation or removal of a Rights Agent be                     
effective until a                                                               

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successor Rights Agent shall have been appointed                                
and have accepted such appointment.  If the Company shall fail to               
make such appointment within a period of 30 days after such removal             
or after it has been notified in writing of such resignation or                 
incapacity by the resigning or incapacitated Rights Agent or by the             
holder of a Rights Certificate (who shall, with such notice, submit             
his Rights Certificate for inspection by the Company), then the                 
incumbent Rights Agent or the holder of record of any Rights                    
Certificate may apply to any court of competent jurisdiction for the            
appointment of a new Rights Agent.  Any successor Rights Agent,                 
whether appointed by the Company or by such a court, shall be (a) a             
Person organized and doing business under the laws of the United                
States or of any state thereof, in good standing, which is subject              
to supervision or examination by federal or state authorities and               
which has at the time of its appointment as Rights Agent a combined             
capital and surplus of at least $50,000,000 or (b) an Affiliate                 
controlled by a Person described in clause (a) of this sentence.                
After appointment, the successor Rights Agent shall be vested with              
the same powers, rights, duties and responsibilities as if it had               
been originally named as Rights Agent without further act or deed,              
but the predecessor Rights Agent shall deliver and transfer to the              
successor Rights Agent any property at the time held by it                      
hereunder, and execute and deliver any further assurance,                       
conveyance, act or deed necessary for the purpose.  Not later than              
the effective date of any such appointment, the Company shall file              
notice thereof in writing with the predecessor Rights Agent and each            
transfer agent of the Common Stock and Preferred Stock, and mail a              
notice thereof in writing to the registered holders of the Rights               
Certificates.  Failure to give any notice provided for in this                  
Section 21, however, or any defect therein, shall not affect the                
legality or validity of the resignation or removal of the Rights                
Agent or the appointment of the successor Rights Agent, as the case             
may be. Notwithstanding the foregoing provisions, in the event of               
resignation, removal or incapacity of the Rights Agent, the Company             
shall have the authority to act as the Rights                                   

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Agent until a                                                                   
successor Rights Agent shall have assumed the duties of the Rights              
Agent hereunder.                                                                

Section 22.    Issuance of New Rights Certificates.                   
Notwithstanding any of the provisions of this Rights Agreement or of            
the Rights to the contrary, the Company may, at its option, issue               
new Rights Certificates evidencing Rights in such form as may be                
approved by the Board of Directors of the Company to reflect any                
adjustment or change in the Exercise Price per share and the number             
or kind or class of shares of stock or other securities or property             
purchasable under the Rights Certificates made in accordance with               
the provisions of this Rights Agreement.                                        

Section 23.    Redemption.                                            

(a)  The Company may, at its option, but only by the vote of a        
majority of its Board of Directors, redeem all but not less than all            
of the then outstanding Rights, at any time prior to the Close of               
Business on the earlier of (i) the tenth day following the Stock                
Acquisition Date (subject to extension by the Company as provided in            
Section 26 hereof) or (ii) the Expiration Date, at a redemption                 
price of $0.01 per Right, subject to adjustments as provided in                 
subsection (c) below (the "Redemption Price").  Notwithstanding                 
anything contained in this Rights Agreement to the contrary, the                
Rights shall not be exercisable pursuant to Section 11(a)(ii) prior             
to the expiration of the Company's right of redemption hereunder.               

(b)  Without any further action and without any notice, the           
right to exercise the Rights will terminate effective at the time so            
designated by action of the Board of Directors of the Company                   
ordering the redemption of the Rights and the only right thereafter             
of the holders of Rights shall be to receive the Redemption Price.              
Within 10 days after the effective time of the                                  

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action of the Board                                                             
of Directors of the Company ordering the redemption of the Rights,              
the Company shall give notice of such redemption to the holders of              
the then outstanding Rights by mailing such notice to all such                  
holders at their last addresses as they appear upon the registry                
books of the Rights Agent or, prior to the Distribution Date, on the            
registry books of the transfer agent for the Common Stock.  Any                 
notice which is mailed in the manner herein provided shall be deemed            
given, whether or not the holder receives the notice.  Each notice              
of redemption will state the method by which the payment of the                 
Redemption Price will be made.  At the option of the Company's Board            
of Directors, the Redemption Price may be paid in cash to each                  
Rights holder or by the issuance of shares (and, at the Company's               
election pursuant to Section 14(b) hereof, cash or depositary                   
receipts in lieu of fractions of shares other than fractions which              
are integral multiples of one one-hundredth (1/100) of a share) of              
Preferred Stock or Common Stock having a Fair Market Value equal to             
such cash payment.                                                              

(c)  In the event the Company shall at any time after the date        
of this Rights Agreement (A) pay any dividend on Common Stock in                
shares of Common Stock, (B) subdivide or split the outstanding                  
shares of Common Stock into a greater number of shares or (C)                   
combine or consolidate the outstanding shares of Common Stock into a            
smaller number of shares or effect a reverse split of the                       
outstanding shares of Common Stock, or (D) combine or consolidate               
the outstanding shares of Common Stock into a smaller number of                 
shares of its capital stock in a reclassification of the Common                 
Stock (including any such reclassification in connection with a                 
consolidation or merger in which the Company is the continuing or               
surviving corporation), then, and in each such event, the Redemption            
Price shall be appropriately adjusted to reflect the foregoing.                 

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Section 24.    Notice of Proposed Actions.                            

(a)  In case the Company, after the Distribution Date, shall          
propose (i) to effect any of the transactions referred to in Section            
11(a)(i) or 11(g) or (ii) to offer to the holders of record of its              
Common Stock options, warrants, or other rights to subscribe for or             
to purchase shares of Common Stock (including any security                      
convertible into or exchangeable for Common Stock) or shares of                 
stock of any class or any other securities, options, warrants,                  
convertible or exchangeable securities or other rights, or (iii) to             
effect any reclassification of its Preferred Stock or Common Stock              
or any recapitalization or reorganization of the Company, or (iv) to            
effect any consolidation or merger with or into, or to effect any               
sale or other transfer (or to permit one or more of its Subsidiaries            
to effect any sale or other transfer), in one or more transactions,             
of more than 50% of the assets or earning power of the Company and              
its Subsidiaries (taken as a whole) to, any other Person or Persons,            
or (v) to effect the liquidation, dissolution or winding up of the              
Company, then, in each such case, the Company shall give to each                
holder of record of a Rights Certificate, in accordance with Section            
25, notice of such proposed action, which shall specify the record              
date for the purposes of such transaction referred to in Section                
11(a)(i) or such dividend or distribution, or the date on which such            
reclassification, recapitalization, reorganization, consolidation,              
merger, sale or transfer of assets, liquidation, dissolution, or                
winding up is to take place and the record date for determining                 
participation therein by the holders of record of Common Stock or               
Preferred Stock, if any such date is to be fixed, and such notice               
shall be so given in the case of any action covered by clause (i) or            
(ii) above at least 10 days prior to the record date for determining            
holders of record of the Preferred Stock for purposes of such                   
action, and in the case of any such other action, at least 10 days              
prior to the date of the taking of such proposed action or the date             
of participation therein by the holders of record                               

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of Common Stock or                                                              
Preferred Stock, whichever shall be the earlier.  The failure to                
give notice required by this Section 24 or any defect therein shall             
not affect the legality or validity of the action taken by the                  
Company or the vote upon any such action.                                       

(b)  In case any of the transactions referred to in Section           
11(a)(i), 11(g) or 13 of this Rights Agreement are proposed, then,              
in any such case, the Company shall give to the Rights Agent and to             
each holder of Rights, in accordance with Section 25 hereof, notice             
of the proposal of such transaction at least 10 days prior to                   
consummating such transaction, which notice shall specify the                   
proposed event and the consequences of the event to holders of                  
Rights under Section 11(a)(i), 11(g) or 13 hereof, as the case may              
be, and, upon consummating such transaction, shall similarly give               
notice thereof to the Rights Agent and to each holder of Rights.                

Section 25.    Notices.  Notices or demands authorized by this        
Rights Agreement to be given or made by the Rights Agent or by the holder       
of record of any Rights Certificate or Right to or on the Company               
shall be sufficiently given or made if sent by first-class mail,                
postage prepaid, addressed (until another address is filed in                   
writing with the Rights Agent) as follows:                                      

Minerals Technologies Inc.              
405 Lexington Avenue                    
New York, NY  10174-1901                
Attention: Corporate Secretary          

Subject to the provisions of Section 21, any notice or demand                   
authorized by this Rights Agreement to be given or made by the                  
Company or by the holder of record of any Rights Certificate or                 
Right to or on the Rights Agent shall be sufficiently given or made             
if sent by first-class mail, postage prepaid, addressed (until                  
another address is filed in writing with the Company) as follows:               

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ChaseMellon Shareholder Services, L.L.C.
450 West 33rd                           
Street, 10th Floor                      
New York, NY  10001                     
Attention: Relationship Manager         

Notices or demands authorized by this Rights Agreement to be given              
or made by the Company or the Rights Agent to the holder of record              
of any Rights Certificate or Right shall be sufficiently given or               
made if sent by first-class mail, postage prepaid, addressed to such            
holder at the address of such holder as shown on the registry books             
of the Company.                                                                 

Section 26.    Supplements and Amendments.  For as long as the        
Rights are then redeemable, the Company may in its sole and absolute            
discretion, and, subject to the provisions of this Section, the                 
Rights Agent shall if the Company so directs, supplement or amend               
any provision of this Rights Agreement without the approval of any              
holders of the Rights.  At any time when the Rights are not then                
redeemable, the Company may, and subject to the provisions of this              
Section, the Rights Agent shall if the Company so directs,                      
supplement or amend this Rights Agreement without the approval of               
any holders of Rights Certificates (i) to cure any ambiguity, (ii)              
to correct or supplement any provision contained herein which may be            
defective or inconsistent with any other provisions herein or (iii)             
to change or supplement the provisions hereunder in any manner which            
the Company may deem necessary or desirable, provided that no such              
supplement or amendment pursuant to this clause (iii) shall                     
materially adversely affect the interest of the holders of Rights               
Certificates.  Upon the delivery of a certificate from an                       
appropriate officer of the Company which states that the proposed               
supplement or amendment is in compliance with the terms of this                 
Section 26 and provided that such amendment or supplement does not              
change or increase the Rights Agent's duties, liabilities or                    
obligations, the Rights Agent shall execute such supplement or                  
amendment.  This Agreement may be amended or supplemented at any                
time with the approval of a majority of the registered holders of               
the Right                                                                       

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Certificates (and, prior to the Distribution Date, the                          
Common Stock).  Notwithstanding anything contained in this Rights               
Agreement to the contrary, no supplement or amendment shall be made             
which changes the Redemption Price or the Expiration Date and                   
supplements or amendments may be made after the time that any Person            
becomes an Acquiring Person (other than pursuant to a Qualifying                
Tender Offer) only if such supplement or amendment is approved by               
the Company's Board of Directors.                                               

Section 27.    Exchange.                                              

(a)  The Board of Directors of the Company may, at its option,        
at any time after any Person becomes an Acquiring Person, exchange              
all or part of the then outstanding and exercisable Rights (which               
shall not include Rights that have become null and void pursuant to             
the provisions of Section 7(e) hereof) for shares of Common Stock at            
an exchange ratio of one share per Right, appropriately adjusted to             
reflect any stock split, stock dividend or similar transaction                  
occurring after the date hereof (such exchange ratio being                      
hereinafter referred to as the "Exchange Ratio").  Notwithstanding              
the foregoing, the Company's Board of Directors shall not be                    
empowered to effect such exchange at any time after any Person                  
(other than an Exempt Person), together with all Affiliates and                 
Associates of such Person, becomes the Beneficial Owner of 50% or               
more of the Voting Stock then outstanding.                                      

(b)  Immediately upon the action of the Board of Directors of         
the Company ordering the exchange of any Rights pursuant to                     
paragraph (a) of this Section 27 and without any further action and             
without any notice, the right to exercise such Rights shall                     
terminate and the only right thereafter of the holders of such                  
Rights shall be to receive that number of shares of Common Stock                
equal to the number of such Rights held by such holder multiplied by            
the                                                                             

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Exchange Ratio.  The Company shall promptly give public notice                  
of any such exchange (with prompt written notice thereof to the                 
Rights Agent); PROVIDED, HOWEVER, that the failure to give, or any              
defect in, such notice shall not affect the validity of such                    
exchange.  The Company promptly shall mail a notice of any such                 
exchange to all of the holders of such Rights at their last                     
addresses as they appear upon the registry books of the Rights                  
Agent.  Any notice which is mailed in the manner herein provided                
shall be deemed given, whether or not the holder receives the                   
notice.  Each such notice of exchange will state the method by which            
the exchange of the shares of Common Stock for Rights will be                   
effected and, in the event of any partial exchange, the number of               
Rights which will be exchanged.                                                 
Any partial exchange shall be effected pro rata based on the number             
of Rights (other than Rights which have become null and void pursuant to the    
provisions of Section 7(e) hereof) held by each holder of Rights.               

(c)  In the event that there shall not be sufficient shares of        
Common Stock issued but not outstanding or authorized but unissued              
to permit any exchange of Rights as contemplated in accordance with             
this Section 27, the Company shall take all such action as may be               
necessary to authorize additional shares of Common Stock for                    
issuance upon exchange of the Rights.                                           

(d)  The Company shall not be required to issue fractions of          
shares of Common Stock or to distribute certificates which evidence             
fractional shares.  In lieu of such fractional shares, the Company              
shall pay to the registered holders of the Rights Certificates with             
regard to which such fractional shares of Common Stock would                    
otherwise be issuable an amount in cash equal to the same fraction              
of the current market value of a whole share of Common Stock.  For              
the purposes of this paragraph (d), the current market value of a               
whole share of                                                                  

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Common Stock shall be the closing price of a share of                           
Common Stock for the Trading Day immediately prior to the date of               
exchange pursuant to this Section 27.                                           

Section 28.    Successors.  All of the covenants and provisions       
of this Rights Agreement by or for the benefit of the Company or the            
Rights Agent shall bind and inure to the benefit of their respective            
successors and assigns hereunder.                                               

Section 29.    Benefits of this Rights Agreement.  Nothing in         
this Rights Agreement shall be construed to give to any Person or               
corporation other than the Company, the Rights Agent and the registered         
holders of the Rights Certificates (and, prior to the Distribution Date,        
the holders of Common Stock in their capacity as holders of the Rights)         
any legal or equitable right, remedy or claim under this Rights                 
Agreement; but this Rights Agreement shall be for the sole and                  
exclusive benefit of the Company, the Rights Agent and the holders              
of record of the Rights Certificates (and, prior to the Distribution            
Date, the holders of Common Stock in their capacity as holders of               
the Rights).                                                                    

Section 30.    Delaware Contract.  This Rights Agreement and          
each Rights Certificate issued hereunder shall be deemed to be a contract       
made under the laws of the State of Delaware and for all purposes shall         
be governed by and construed and enforced in accordance with the                
laws of such state applicable to contracts to be made and performed             
entirely within such state; PROVIDED, HOWEVER, that all provisions              
hereof regarding the rights, duties and obligations of the Rights               
Agent shall be deemed to be a contract made under the laws of the               
State of New York and for all purposes shall be governed by and                 
construed in accordance with the laws of such State applicable to               
contracts made and to be performed entirely within such state.                  

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Section 31.    Counterparts.  This Rights Agreement may be            
executed in any number of counterparts and each of such counterparts            
shall for all purposes be deemed to be an original, and all such                
counterparts shall together constitute but one and the same instrument.         

Section 32.    Descriptive Headings.  Descriptive headings of         
the several Sections of this Rights Agreement are inserted for convenience      
only and shall not control or affect the meaning or construction of any         
of the provisions hereof.                                                       

Section 33.    Severability.  If any term, provision, covenant        
or restriction of this Rights Agreement is held by a court of competent         
jurisdiction or other authority to be invalid, void or                          
unenforceable, the remainder of the terms, provisions, covenants and            
restrictions of this Rights Agreement shall remain in full force and            
effect and shall in no way be affected, impaired or invalidated.                

Section 34.    Determinations And Actions By The Board Of             
Directors, Etc. The Board of Directors of the Company shall have the            
exclusive power and authority to administer this Rights Agreement and to        
exercise all rights and powers specifically granted to the Company or to        
the Board of Directors of the Company, or as may be necessary or                
advisable in the administration of this Rights Agreement, including,            
without limitation, the right and power to (i) interpret the                    
provisions of this Rights Agreement and (ii) make all determinations            
deemed necessary or advisable for the administration of this Rights             
Agreement (including a determination to redeem or not redeem the                
Rights or to amend the Rights Agreement and a determination of                  
whether there is an Acquiring Person).  All such actions,                       
calculations, interpretations and determinations (including, for                
purposes of clause (y) below, all omissions with respect to the                 
foregoing) which are done or made by the Company's Board of                     
Directors in                                                                    

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good faith shall (x) be final, conclusive and binding                           
on the Company, the Rights Agent, the holders of the Rights and all             
other parties, and (y) not subject the Company's Board of Directors             
to any liability to the holders of the Rights.  The Rights Agent                
shall always be entitled to assume that the Company's Board of                  
Directors acted in good faith and shall be fully protected and incur            
no liability in reliance thereon.                                               

IN WITNESS WHEREOF, the parties hereto have caused this Rights        
Agreement to be duly executed, all as of the day and year first                 
above written.                                                                  

      MINERALS TECHNOLOGIES INC.

                  By: ----------------------------------
Name:               
Title:              

                    CHASEMELLON SHAREHOLDER SERVICES, L.L.C.

                  By: ----------------------------------
Name:               
Title:              

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                                               EXHIBIT A
                                     TO RIGHTS AGREEMENT

UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN THE RIGHTS AGREEMENT (AS             
REFERRED TO BELOW), RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY                   
ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS                         
SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY                          
SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL BE NULL AND VOID                         
AND MAY NOT BE TRANSFERRED TO ANY PERSON.                                       

Minerals Technologies Inc.                      

SUMMARY OF RIGHTS TO PURCHASE                     
SERIES A JUNIOR PREFERRED STOCK                   

On August 27, 1999, the Board of Directors of Minerals                
Technologies Inc. (the "Company") declared a dividend distribution              
of one preferred stock purchase right (a "Right") for each outstanding          
share of Common Stock, $0.10 par value per share (the "Common Stock"),          
of the Company held by stockholders of record on September 13, 1999             
(the "Record Date"). Each Right entitles the registered holder to purchase      
from the Company one one-hundredth (1/100) of a share of preferred stock of     
the Company, designated as Series A Junior Preferred Stock (the                 
"Preferred Stock") at a price of $[     ] per one one-hundredth                 
(1/100) of a share (the "Exercise Price").  The description and                 
terms of the Rights are set forth in that certain Rights Agreement              
(the "Rights Agreement"), effective as of September 13, 1999,                   
between the Company and ChaseMellon Shareholder Services, L.L.C., as            
Rights Agent (the "Rights Agent").                                              

As discussed below, initially the Rights will not be                  
exercisable, certificates will not be sent to stockholders and the              
Rights will automatically trade with the Common Stock.                          

The Rights, unless earlier redeemed by the Board of Directors of      
the Company, become exercisable upon the close of business on the day           
(the "Distribution Date") which is the                                          

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earlier of (i) the tenth day                                                    
following the first date (the "Stock Acquisition Date") on which                
there is a public announcement that a person or group of affiliated             
or associated persons (an "Acquiring Person"), with certain                     
exceptions set forth below, has acquired beneficial ownership of 15%            
or more of the outstanding voting stock of the Company  or such                 
earlier or later date (not beyond the thirtieth day after the Stock             
Acquisition Date) as the Board of Directors of the Company may                  
determine or (ii) the tenth business day (or such later date as may             
be determined by the Board of Directors of the Company prior to such            
time as any person or group of affiliated or associated persons                 
becomes an Acquiring Person) after the date of the commencement or              
announcement of a person's or group's intention to commence a tender            
or exchange offer the consummation of which would result in the                 
ownership of 15% or more of the Company's outstanding voting stock              
(even if no shares are actually purchased pursuant to such offer).              
Prior to the Distribution Date, the Rights will not be exercisable,             
will not be represented by a separate certificate, and will not be              
transferable apart from the Common Stock, but will instead be                   
evidenced, (i) with respect to any of the shares of Common Stock                
held in uncertificated book-entry form (a "Book-Entry") outstanding             
as of the Record Date, by such Book-Entry and (ii) with respect to              
the shares of Common Stock evidenced by Common Stock certificates               
outstanding as of the Record Date, by such Common Stock certificate,            
together with a copy of this Summary of Rights.  An Acquiring Person            
does not include (A) the Company, (B) any subsidiary of the Company,            
(C) any employee benefit plan or employee stock plan of the Company             
or of any subsidiary of the Company, or any trust or other entity               
organized, appointed, established or holding Common Stock for or                
pursuant to the terms of any such plan or (D) any person or group               
whose ownership of 15% or more of the shares of voting stock of the             
Company then outstanding results solely from (i) any action or                  
transaction or transactions approved by the Board of Directors of               
the Company before such person or group became an Acquiring Person or           

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(ii) a reduction in the number of outstanding shares of voting                  
stock of the Company pursuant to a transaction or transactions                  
approved by the Board of Directors of the Company (provided that any            
person or group that does not become an Acquiring Person by reason              
of clause (i) or (ii) above shall become an Acquiring Person upon               
acquisition of an additional 1% or more of the Company's voting                 
stock unless such acquisition of additional voting stock will not               
result in such person or group becoming an Acquiring Person by                  
reason of such clause (i) or (ii).  For purposes of the foregoing,              
outstanding voting stock of the Company includes voting stock that              
trades on a "when issued" basis on a national securities exchange or            
on the National Association of Securities Dealers, Inc. Automated               
Quotation System ("NASDAQ").                                                    

Until the Distribution Date (or earlier redemption or expiration of     
the Rights), new Common Stock certificates issued after September 13,           
1999 will contain a legend incorporating the Rights Agreement by                
reference.  Until the Distribution Date (or earlier redemption or               
expiration of the Rights), transfer on the Company's Direct                     
Registration System of any Common Stock represented by a Book-Entry             
or a certificate outstanding as of September 13, 1999, and, in each             
case, with or without a copy of this Summary of Rights attached                 
thereto, will also constitute the transfer of the Rights associated             
with the Common Stock represented by such Book-Entry or certificate.            
As soon as practicable following the Distribution Date, separate certificates   
evidencing the Rights ("Rights Certificates") will be mailed to                 
holders of record of the Common Stock as of the close of business on            
the Distribution Date and such separate Rights Certificates alone               
will evidence the Rights from and after the Distribution Date.                  

The Rights are not exercisable until the Distribution Date.           
Unless earlier redeemed by the Company as described below, the                  
Rights will expire at the close of business on September 13, 2009               
(the "Expiration Date") (or, if the Distribution Date shall have                
occurred                                                                        

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before September 13, 2009, at the close of business on the                      
90th day following the Distribution Date).                                      

The Preferred Stock is nonredeemable and, unless otherwise            
provided in connection with the creation of a subsequent series of              
preferred stock, ranks (i) junior to any other series of the                    
Company's preferred stock and (ii) senior to the Common Stock. The              
Preferred Stock may not be issued except upon exercise of Rights.               
Each share of Preferred Stock will be entitled to receive when, as              
and if declared, a quarterly dividend in an amount equal to (i) 100             
times the cash dividends declared on the Company's Common Stock, and            
(ii) a preferential cash dividend, if any, in preference to holders             
of Common Stock in an amount equal to $1.00 per share of Preferred              
Stock less the per share amount of all cash dividends declared on               
the Preferred Stock pursuant to clause (i) since the immediately                
preceding quarterly dividend payment date.  In addition, Preferred              
Stock is entitled to 100 times any noncash dividends (other than                
dividends payable in equity securities) declared on the Common                  
Stock, in like kind.  In the event of the liquidation of the                    
Company, the holders of Preferred Stock will be entitled to receive,            
for each share of Preferred Stock, a payment in an amount equal to              
the greater of $1.00 per one one-hundredth of a share plus accrued              
and unpaid dividends and distributions thereon or 100 times the                 
payment made per share of Common Stock.  Each share of Preferred                
Stock will have 100 votes, voting together with the Common Stock.               
In the event of any merger, consolidation or other transaction in               
which Common Stock is exchanged, each share of Preferred Stock will             
be entitled to receive 100 times the amount received per share of               
Common Stock.  The rights of Preferred Stock as to dividends,                   
liquidation and voting are protected by anti-dilution provisions.               
If the dividends accrued on the Preferred Stock for four or more                
quarterly dividend periods, whether consecutive or not, shall not               
have been declared and paid or irrevocably set aside for                        

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payment,                                                                        
the holders of record of the Preferred Stock of the Company of all              
series (including the Preferred Stock) will have the right to elect             
two members to the Company's Board of Directors.                                

The number of shares of Preferred Stock issuable upon exercise        
of the Rights is subject to certain adjustments from time to time in            
the event of a stock dividend on, or a subdivision or combination               
of, the Common Stock.  The Exercise Price for the Rights is subject             
to adjustment in the event of extraordinary distributions of cash or            
other property to holders of Common Stock.                                      

Unless the Rights are earlier redeemed, in the event that,            
after the time that a Person becomes an Acquiring Person, the                   
Company were to be acquired in a merger or other business                       
combination (in which any shares of Common Stock are changed into or            
exchanged for other securities or assets) or more than 50% of the               
assets or earning power of the Company and its subsidiaries (taken              
as a whole) were to be sold or transferred in one or a series of                
related transactions, the Rights Agreement provides that proper                 
provision will be made so that each holder of record, other than the            
Acquiring Person, of a Right will from and after such date have the             
right to receive, upon payment of the Exercise Price, that number of            
shares of common stock of the acquiring company having a market                 
value at the time of such transaction equal to two times the                    
Exercise Price.                                                                 

In addition, unless the Rights are earlier redeemed, in the event     
that a person or group becomes an Acquiring Person, the Rights Agreement        
provides that proper provision will be made so that each holder of              
record of a Right, other than the Acquiring Person (whose Rights                
will thereupon become null and void), will thereafter have the right            
to receive, upon payment of the Exercise Price,                                 
that number of one one-hundredths of a share of Preferred Stock                 
having a                                                                        

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market value at the time of the transaction equal to two                        
times the Exercise Price (such market value to be determined with               
reference to the market value of the Company's Common Stock as                  
provided in the Rights Agreement).                                              

At any time after any person or group becomes an Acquiring            
Person and prior to the acquisition by such person or group of 50%              
or more of the outstanding voting stock, the Board of Directors of              
the Company may exchange the Rights (other than Rights owned by such            
person or group which will have become void), in whole or in part,              
at an exchange ratio of one share of Common Stock per Right (subject            
to adjustment).                                                                 

Fractions of shares of Preferred Stock (other than fractions          
which are integral multiples of one one-hundredth of a share) may,              
at the election of the Company, be evidenced by depositary receipts.            
The Company may also issue cash in lieu of fractional shares which              
are not integral multiples of one onehundredth of a share.                      

At any time on or prior to the close of business on the earlier       
of (i) the tenth day after the Stock Acquisition Date (or such later            
date as a majority of the Board of Directors of the Company may                 
determine) or (ii) the Expiration Date, the Company may redeem the              
Rights in whole, but not in part, at a price of $0.01 per Right (the            
"Redemption Price").  Immediately upon the effective time of the                
action of the Board of Directors of the Company authorizing                     
redemption of the Rights, the right to exercise the Rights will                 
terminate and the only right of the holders of Rights will be to                
receive the Redemption Price.                                                   

For as long as the Rights are then redeemable, the Company may        
amend the Rights in any manner, including an amendment to extend the            
time period in which the Rights may be redeemed.  At any time when              
the Rights are not then redeemable, the Company may                             

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amend the Rights                                                                
in any manner that does not materially adversely affect the                     
interests of holders of the Rights as such.                                     

Until a Right is exercised, the holder, as such, will have no         
rights as a stockholder of the Company, including, without                      
limitation, the right to vote or to receive dividends.                          
A copy of the Rights Agreement has been filed with the Securities               
and Exchange Commission as an Exhibit to the Company's report on                
Form 8-K dated September [   ], 1999.  A copy of the Rights Agreement           
is available free of charge from the Company.  This summary description         
of the Rights does not purport to be complete and is qualified in its entirety  
by reference to the Rights Agreement which is incorporated in this              
summary description herein by reference.                                        

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                                   EXHIBIT B

                             TO RIGHTS AGREEMENT

[Form of Rights Certificate]            

Certificate No. W -                                -------------- Rights        

NOT EXERCISABLE AFTER (I) SEPTEMBER 13, 2009, OR (II) IF THE          
DISTRIBUTION DATE (AS DEFINED BELOW) SHALL HAVE OCCURRED BEFORE       
THE DATE SPECIFIED IN CLAUSE (I), THE DATE WHICH IS NINETY            
(90) DAYS AFTER THE DISTRIBUTION DATE, OR EARLIER IF                  
REDEEMED.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE               
OPTION OF THE COMPANY AND UNDER CERTAIN OTHER                         
CIRCUMSTANCES, AT $0.01 PER RIGHT (SUBJECT TO ADJUSTMENT),            
ON THE TERMS SET FORTH OR REFERRED TO IN THE RIGHTS                   
AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN THE            
RIGHTS AGREEMENT (AS REFERRED TO BELOW), RIGHTS ISSUED TO             
OR BENEFICIALLY OWNED BY ACQUIRING PERSONS OR THEIR                   
AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE            
RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS             
SHALL BE NULL AND VOID AND MAY NOT BE TRANSFERRED TO ANY              
PERSON.                                                               

Rights Certificate            

This certifies that ---------------------, or registered assigns, is  
the registered owner of the number of Rights set forth above, each              
of which entitles the owner thereof, subject to the terms,                      
provisions and conditions of that certain Rights Agreement,                     
effective as of September 13, 1999 (the "Rights Agreement") between             
Minerals Technologies Inc. (the "Company"), and ChaseMellon                     
Shareholder Services, L.L.C., (the "Rights Agent"), to purchase from            
the Company at any time after the Distribution Date (as such term is            
defined in the Rights Agreement) and prior to 5:00 p.m. (New York               
City time) on September 13, 2009 (or if the Distribution Date shall             
have occurred before September 13, 2009, at the close of business on            
the 90th day following the Distribution Date) at the office of the              
Rights Agent designated in the Rights Agreement for such purpose, or            
its successor as Rights Agent, in New York, NY, one one-hundredth               
(1/100) of a fully paid nonassessable share of Series A Junior                  
Preferred Stock of                                                              

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the Company (the "Preferred Stock") at a purchase                               
price of $[       ], as the same may from time to time be adjusted              
in accordance with the Rights Agreement (the "Exercise Price"), upon            
presentation and surrender of this Rights Certificate with the Form             
of Election to Purchase attached hereto duly executed.                          

As provided in the Rights Agreement, the Exercise Price and the         
number of shares of Preferred Stock which may be purchased upon the             
exercise of the Rights evidenced by this Rights Certificate are subject         
to modification and adjustment upon the happening of certain events             
and, upon the happening of certain events, securities other than                
shares of Preferred Stock, or other property, may be acquired upon              
exercise of the Rights evidenced by this Rights Certificate, as                 
provided in the Rights Agreement.                                               

This Rights Certificate is subject to all of the terms,               
provisions and conditions of the Rights Agreement, which terms,                 
provisions and conditions are incorporated herein by reference and              
made a part hereof and to which Rights Agreement reference is hereby            
made for a full description of the rights, limitations of rights,               
obligations, duties and immunities of the Rights Agent, the Company             
and the holders of record of Rights Certificates.  Copies of the                
Rights Agreement are on file at the principal executive office of               
the Company.                                                                    

This Rights Certificate, with or without other Rights                 
Certificates, upon surrender at the office of the Rights Agent                  
designated in the Rights Agreement for such purpose, may be                     
exchanged for another Rights Certificate or Rights Certificates of              
like tenor and date evidencing Rights entitling the holder of record            
to purchase a like aggregate number of shares of Preferred Stock as             
the Rights evidenced by the Rights Certificate or Rights                        
Certificates surrendered shall have entitled such holder to                     
purchase.  If this Rights Certificate shall be exercised in part,               
the                                                                             

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holder shall be entitled to receive upon surrender hereof,                      
another Rights Certificate or Rights Certificates for the number of             
whole Rights not exercised.                                                     

Subject to the provisions of the Rights Agreement, the Rights         
evidenced by this Certificate may be redeemed by the Company at its             
option or under certain other circumstances at a redemption price of            
$0.01 per Right.  No fractional shares of Preferred Stock (other                
than fractions which are integral multiples of one one-hundredth                
(1/100) of a share) are required to be issued upon the exercise of              
any Right or Rights evidenced hereby, and in lieu thereof the                   
Company may cause depositary receipts to be issued and/or a cash                
payment may be made, as provided in the Rights Agreement.                       

No holder of this Rights Certificate, as such, shall be               
entitled to vote or receive dividends or be deemed for any purpose              
the holder of Preferred Stock or of any other securities of the                 
Company which may at any time be issuable on the exercise hereof,               
nor shall anything contained in the Rights Agreement or herein be               
construed to confer upon the holder hereof, as such, any of the                 
rights of a stockholder of the Company or any right to vote for the             
election of directors or upon any matter submitted to stockholders              
at meeting thereof, or to give or withhold consent to any corporate             
action or to receive notice of meetings or other actions affecting              
stockholders (except as provided in the Rights Agreement), or to                
receive dividends or subscription rights, or otherwise, until                   
the Right or Rights evidenced by this Rights Certificate shall have             
been exercised as provided in the Rights Agreement.  This Rights                
Certificate shall not be valid or obligatory for any purpose until              
it shall have been countersigned by the Rights Agent.                           

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WITNESS the facsimile signature of the proper officers of the           
Company and its corporate seal.  Dated as of ---------------, -------.          

ATTEST:                                                                         

-----------------------------------------    By:--------------------            
Secretary                                    Title:                             

Countersigned:                                                                  

CHASEMELLON SHAREHOLDER SERVICES, L.L.C.                                        

By:---------------------------------------                                    

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[Form of Reverse Side of Rights Certificate]      

FORM OF ASSIGNMENT                      

(To be executed by the registered holder if such holder desires to    
transfer the Rights Certificates.)                                              

FOR VALUE RECEIVED -------------------------------------------                  
hereby sells, assigns and transfers unto ---------------------------            
--------------------------------------------------------------------            
--------------------------------------------------------------------            
Rights evidenced by this Rights Certificate, together                           
with all right, title and interest therein, and does hereby                     
irrevocably constitute and appoint -----------------------------                
Attorney to transfer the within Rights Certificate on the books of              
the withinnamed Company, with full power of substitution.                       

Dated: ---------------------, -------                                           

                    ------------------------------------
Signature       

Signature Guaranteed:                                                           

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Certificate                   

The undersigned hereby certifies by checking the appropriate boxes    
that:                                                                           

(1)  this Rights Certificate [ ] is [ ] is not being sold, assigned   
or transferred by or on behalf of a Person who is or was an                     
Acquiring Person or an Associate or an Affiliate thereof (as such               
terms are defined in the Rights Agreement); and                                 

(2)  after due inquiry and to the best knowledge of the undersigned,  
it [ ] did [ ] did not acquire the Rights evidenced by this Rights              
Certificate from any Person who is, was or subsequently became an               
Acquiring Person or an Affiliate or Associate thereof (as such terms            
are defined in the Rights Agreement).                                           

Dated: ----------------, --------            -----------------------            
                   Signature

NOTICE                        

The signature to the foregoing Assignment and Certificate must        
correspond to the name as written upon the face of this Rights Certificate in   
every particular, without alteration or enlargement or any change               
whatsoever.                                                                     

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FORM OF ELECTION TO PURCHASE        

(To be executed if registered holder      
desires to exercise the Rights Certificate.)  

TO:---------------------                                                        

The undersigned hereby irrevocably elects to exercise ---------       
-----------Rights represented by this Rights Certificate to purchase            
the shares of Preferred Stock issuable upon the exercise of such                
Rights and requests that certificates for such share(s) be issued in            
the following name:                                                             

Please insert social security                                         

or other identifying number: ----------------------------------       
--------------------------------------------------------------------            
(Please print name and address)                                                 

--------------------------------------------------------------If such           
number of Rights shall not be all the Rights evidenced by this Rights           
Certificate, a new Rights Certificate for the balance remaining of such         
Rights shall be registered in the name of and delivered to:                     

Please insert social security                                         

or other identifying number: ----------------------------------       
--------------------------------------------------------------------            
(Please print name and address)                                                 

--------------------------------------------------------------------            

Dated: -------------------, ----------                                          

                  --------------------------------------
Signature           
          (Signature must conform in all
         respects to name of holder as
                specified on the fact of this Rights
Certificate)        
Signature Guaranteed                                                        

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                                               EXHIBIT C

FORM OF           
AMENDED CERTIFICATE OF DESIGNATIONS         
OF              
SERIES A JUNIOR PREFERRED STOCK     
OF              
MINERALS TECHNOLOGIES INC.            

Pursuant to Section 151 of the Delaware       
General Corporation Law           

MINERALS TECHNOLOGIES INC., a company organized and existing          
under the laws of the State of Delaware (the "Company"), DOES HEREBY            
CERTIFY:                                                                        

1.   That by resolution of the Board of Directors of the              
Company dated October 26, 1992 and by a Certificate of Designations             
filed in the office of the Secretary of State of Delaware on                    
November 12, 1992, the Company authorized the issuance of a series              
of 280,000 shares of Series A Junior Participating Preferred Stock              
of the Company (the "Series A Preferred Stock") and established the             
voting powers, designations, preferences and relative participating             
and other rights, and the qualifications, limitations or                        
restrictions thereof.                                                           

2.   That as of the date hereof no shares of such Series A            
Preferred Stock are outstanding and no shares of such Series A                  
Preferred Stock have been issued.                                               

3.   That pursuant to authority conferred on the Board of             
Directors of the Company by its Amended and Restated Certificate of             
Incorporation and the provisions of Section 151(g) of the General               
Corporation Law of the State of Delaware, the Board of Directors of             
the Company on August 27, 1999 adopted the following resolution                 
amending in their entireties the voting powers, preferences, and                
relative participating, optional or other special rights of the                 
shares of the Series A Preferred Stock, and the qualifications,                 
limitations or                                                                  

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restrictions thereof effective upon the redemption of                           
the rights (the "1992 Rights") issued pursuant to the Rights                    
Agreement between the Company and ChaseMellon Shareholder Services,             
L.L.C., as successor Rights Agent, dated October 26, 1992.                      

RESOLVED, that effective upon the redemption of the 1992 Rights       
and pursuant to the authority conferred upon the Board of Directors             
of the Company by its Amended and Restated Certificate of                       
Incorporation and by the provisions of Section 151(g) of the General            
Corporation Law of the State of Delaware, the voting powers,                    
preferences and relative participating, optional or other special               
rights of the Series A Junior Preferred Stock of the Company, and               
the qualifications, limitations or restrictions thereof, be, and the            
same hereby are, amended in their entireties to be as follows:                  

RESOLVED, that pursuant to the authority vested in the Board of       
Directors of the Company in accordance with the provisions of its               
Amended and Restated Certificate of Incorporation, a series of                  
Preferred Stock of the Company be, and hereby is, created and that              
the designation and amount thereof and the voting powers,                       
preferences and relative, participating, optional or other special              
rights of the shares of such series, and the qualifications,                    
limitations or restrictions thereof are as follows:                             

Section 1.     Designation and Amount.  The shares of such            
series shall be designated as "Series A Junior  Preferred Stock"                
(the "Series A Junior Preferred Stock") and the number of shares                
constituting such series shall be [280,000].                                    

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Section 2.     Dividends and Distributions.                           

(A)  Subject to the provisions for adjustment hereinafter set forth,  
the holders of shares of Series A Junior Preferred Stock shall be               
entitled to receive, when, as and if declared by the Board of                   
Directors of the Company out of funds legally available for the                 
purpose, (i) cash dividends in an amount per share (rounded to the              
nearest cent) equal to 100 times the aggregate per share amount of              
all cash dividends declared or paid on the Common Stock, $0.10 par              
value per share, of the Company (the "Common Stock") and (ii) a                 
preferential cash dividend (the "Preferential Dividends"), if any,              
in preference to the holders of Common Stock, on the first day of               
February, May, August and November of each year (each a "Quarterly              
Dividend Payment Date"), commencing on the first Quarterly Dividend             
Payment Date after the first issuance of a share or fraction of a               
share of Series A Junior Preferred Stock, payable in an amount                  
(except in the case of the first Quarterly Dividend Payment if the              
date of the first issuance of Series A Junior Preferred Stock is a              
date other than a Quarterly Dividend Payment date, in which case                
such payment shall be a prorated amount of such amount) equal to                
$1.00 per share of Series A Junior Preferred Stock less the per                 
share amount of all cash dividends declared on the Series A Junior              
Preferred Stock pursuant to clause (i) of this sentence since the               
immediately preceding Quarterly Dividend Payment Date or, with                  
respect to the first Quarterly Dividend Payment Date, since the                 
first issuance of any share or fraction of a share of Series A                  
Junior Preferred Stock.  In the event the Company shall, at any time            
after the issuance of any share or fraction of a share of Series A              
Junior Preferred Stock, make any distribution on the shares of                  
Common Stock of the Company, whether by way of a dividend or a                  
reclassification of stock, a recapitalization, reorganization or                
partial liquidation of the Company or otherwise, which is payable in            
cash or any debt security, debt instrument, real or personal                    
property or any other property (other than                                      

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cash dividends subject to                                                       
the immediately preceding sentence, a distribution of shares of                 
Common Stock or other capital stock of the Company or a distribution            
of rights or warrants to acquire any such share, including any debt             
security convertible into or exchangeable for any such share, at a              
price less than the Fair Market Value (as hereinafter defined) of               
such share), then, and in each such event, the Company shall                    
simultaneously pay on each then outstanding share of Series A Junior            
Preferred Stock of the Company a distribution, in like kind, of 100             
times such distribution paid on a share of Common Stock (subject to             
the provisions for adjustment hereinafter set forth).  The dividends            
and distributions on the Series A Junior Preferred Stock to which               
holders thereof are entitled pursuant to clause (i) of the first                
sentence of this paragraph and pursuant to the second sentence of               
this paragraph are hereinafter referred to as "Dividends" and the               
multiple of such cash and non-cash dividends on the Common Stock                
applicable to the determination of the Dividends, which shall be 100            
initially but shall be adjusted from time to time as hereinafter                
provided, is hereinafter referred to as the "Dividend Multiple."  In            
the event the Company shall at any time after September 13, 1999 (i)            
declare or pay any dividend or make any distribution on Common Stock            
payable in shares of Common Stock, (ii) effect a subdivision or                 
split or a combination, consolidation or reverse split of the                   
outstanding shares of Common Stock into a greater or lesser number              
of shares of Common Stock, or (iii) issue any shares of its capital             
stock in a reclassification of the Common Stock (including any such             
reclassification in connection with a consolidation or merger in                
which the Company is the continuing or surviving corporation), then             
in each such case the Dividend Multiple thereafter applicable to the            
determination of the amount of Dividends which holders of shares of             
Series A Junior Preferred Stock shall be entitled to receive shall              
be the Dividend Multiple applicable immediately prior to such event             
multiplied by a fraction the numerator of which is the number of                
shares of Common                                                                

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Stock outstanding immediately after such event and                              
the denominator of which is the number of shares of Common Stock                
that were outstanding immediately prior to such event.                          

(B)  The Company shall declare each Dividend at the same time it        
declares any cash or non-cash dividend or distribution on the Common            
Stock in respect of which a Dividend is required to be paid.  No cash or        
non-cash dividend or distribution on the Common Stock in respect of             
which a Dividend is required to be paid shall be paid or set aside              
for payment on the Common Stock unless a Dividend in respect of such            
dividend or distribution on the Common Stock shall be simultaneously            
paid, or set aside for payment, on the Series A Junior Preferred                
Stock.                                                                          

(C)  Preferential Dividends shall begin to accrue on                  
outstanding shares of Series A Junior Preferred Stock from the                  
Quarterly Dividend Payment Date next preceding the date of issuance             
of any shares of Series A Junior Preferred Stock. Accrued but unpaid            
Preferential Dividends shall cumulate but shall not bear interest.              
Preferential Dividends paid on the shares of Series A Junior                    
Preferred Stock in an amount less than the total amount of such                 
dividends at the time accrued and payable on such shares shall be               
allocated pro rata on a shareby-share basis among all such shares at            
the time outstanding.                                                           

Section 3.     Voting Rights.  The holders of shares of Series A            
Junior Preferred Stock shall have the following voting rights:                  

(A)  Subject to the provisions for adjustment hereinafter set         
forth, each share of Series A Junior Preferred Stock shall entitle              
the holder thereof to 100 votes on all matters submitted to a vote              
of the holders of the Common Stock. The number of votes which a holder          
of Series A Junior Preferred Stock is entitled to cast, as the same may         
be adjusted from time to time                                                   

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as hereinafter provided, is hereinafter                                         
referred to as the "Vote Multiple."  In the event the Company shall at          
any time after September 13, 1999, (i) declare or pay any dividend on           
Common Stock payable in shares of Common Stock, (ii) effect a subdivision       
or split or a combination, consolidation or reverse split of the                
outstanding shares of Common Stock into a greater or lesser number              
of shares of Common Stock, or (iii) issue any shares of its capital             
stock in a reclassification of the Common Stock (including any such             
reclassification in connection with a consolidation or merger in                
which the Company is the continuing or surviving corporation), then             
in each such case the Vote Multiple thereafter applicable to the                
determination of the number of votes per share to which holders of              
shares of Series A Junior Preferred Stock shall be entitled after               
such event shall be the Vote Multiple immediately prior to such                 
event multiplied by a fraction the numerator of which is the number             
of shares of Common Stock outstanding immediately after such event              
and the denominator of which is the number of shares of Common Stock            
that were outstanding immediately prior to such event.                          

(B)  Except as otherwise provided herein, in the Amended and            
Restated Certificate of Incorporation or By-Laws, the holders of shares of      
Series A Junior Preferred Stock and the holders of shares of Common             
Stock shall vote together as one class on all matters submitted to a            
vote of stockholders of the Company.                                            

(C)  In the event that the Preferential Dividends accrued on the            
Series A Junior Preferred Stock for four or more quarterly periods, whether     
or not consecutive, shall not have been declared and paid or set                
apart for payment, the holders of record of the Series A Junior                 
Preferred Stock, voting together with the holders of record of any              
other series of preferred stock of the Company which shall then have            
the right, expressly granted by the Amended and Restated Certificate            
of Incorporation of the Company or in any resolution or resolutions             
of the Board of                                                                 

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Directors of the Company providing for the issue of                             
such shares of preferred stock, to elect directors upon such a                  
default in the payment of dividends by the Company shall have the               
right, at the next meeting of stockholders called for the election              
of directors, voting together as a class, to elect two members to               
the Board of Directors of the Company, which directors shall be in              
addition to the number provided for pursuant to the Company's By                
laws prior to such event, to serve until the next Annual Meeting and            
until their successors are elected and qualified or their earlier               
resignation, removal or incapacity or until such earlier time as all            
accrued and unpaid Preferential Dividends upon the outstanding                  
shares of Series A Junior Preferred Stock shall have been paid (or              
irrevocably set aside for payment) in full.  The holders of shares              
of Series A Junior Preferred Stock shall continue to have the right             
to elect directors as provided by the immediately preceding sentence            
until all accrued and unpaid Preferential Dividends upon the                    
outstanding shares of Series A Junior Preferred Stock shall have                
been paid (or set aside for payment) in full.  Such directors may be            
removed and replaced by such stockholders, and vacancies in such                
directorships may be filled only by such stockholders (or by the                
remaining director elected by such stockholders, if there be one) in            
the manner permitted by law.  Subject to the foregoing, any                     
directors elected pursuant to this paragraph 3(C) shall be elected              
annually and shall not constitute members of any Class of directors             
as contemplated by of the Company's Amended and Restated Certificate            
of Incorporation.                                                               

(D)  Except as otherwise required by the Amended and Restated         
Certificate of Incorporation or By-Laws or set forth herein, holders            
of Series A Junior Preferred Stock shall have no other special                  
voting rights and their consent shall not be required (except to the            
extent they are entitled to vote with holders of Common Stock as set            
forth herein) for the taking of any corporate action.                           

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Section 4.     Certain Restrictions.                                            

(A)  Whenever Preferential Dividends or Dividends are in              
arrears or the Company shall be in default of payment thereof,                  
thereafter and until all accrued and unpaid Preferential Dividends              
and Dividends, whether or not declared, on shares of Series A Junior            
Preferred Stock outstanding shall have been paid or set irrevocably             
aside for payment in full, and in addition to any and all other                 
rights which any holder of shares of Series A Junior Preferred Stock            
may have in such circumstances, the Company shall not                           

(i)  declare or pay dividends on, make any other            
distributions on, or redeem or purchase or otherwise        
acquire for consideration, any shares of stock ranking      
junior (either as to dividends or upon liquidation,         
dissolution or winding up) to the Series A Junior           
Preferred Stock;                                            

(ii)  declare or pay dividends on or make any other         
distributions on any shares of stock ranking on a parity    
as to dividends with the Series A Junior Preferred Stock,   
unless dividends are paid ratably on the Series A Junior    
Preferred Stock and all such parity stock on which          
dividends are payable or in arrears in proportion to the    
total amounts to which the holders of all such shares are   
then entitled if the full dividends accrued thereon were    
to be paid;                                                 

(iii)  except as permitted by subparagraph (iv) of this     
paragraph 4(A), redeem or purchase or otherwise acquire     
for consideration shares of any stock ranking on a parity   
(either as to dividends or upon liquidation, dissolution    
or winding up) with the Series A Junior Preferred Stock,    
provided that the Company may at any time redeem,           
purchase or otherwise acquire shares of any such parity     

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stock in exchange for shares of any stock of the Company    
ranking junior (both as to dividends and upon liquidation,  
dissolution or winding up) to the Series A Junior           
Preferred Stock; or                                         

(iv) purchase or otherwise acquire for consideration any    
shares of Series A Junior Preferred Stock, or any shares    
of stock ranking on a parity with the Series A Junior       
Preferred Stock (either as to dividends or upon             
liquidation, dissolution or winding up), except in          
accordance with a purchase offer made to all holders of     
such shares upon such terms as the Board of Directors of    
the Company, after consideration of the respective annual   
dividend rates and other relative rights and preferences    
of the respective series and classes, shall determine in    
good faith will result in fair and equitable treatment      
among the respective series or classes.                     

(B)  The Company shall not permit any Subsidiary (as hereinafter            
defined) of the Company to purchase or otherwise acquire for consideration      
any shares of stock of the Company unless the Company could, under              
paragraph (A) of this Section 4, purchase or otherwise acquire such             
shares at such time and in such manner.  A "Subsidiary" of the                  
Company shall mean any corporation or other entity of which                     
securities or other ownership interests having ordinary voting power            
sufficient to elect a majority of the board of directors of such                
corporation or other entity or other persons performing similar                 
functions are beneficially owned, directly or indirectly, by the                
Company or by any corporation or other entity that is otherwise                 
controlled by the Company.                                                      

(C)  The Company shall not issue any shares of Series A Junior            
Preferred Stock except upon exercise of Rights issued pursuant to that          
certain Rights Agreement effective                                              

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as of September 13, 1999, between the                                           
Company and ChaseMellon Shareholder Services, L.L.C., as Rights                 
Agent, a copy of which is on file with the Secretary of the Company             
at its principal executive office and shall be made available to                
stockholders of record without charge upon written request therefor             
addressed to said Secretary.  Notwithstanding the foregoing                     
sentence, nothing contained in the provisions hereof shall prohibit             
or restrict the Company from issuing for any purpose any series of              
Preferred Stock with rights and privileges similar to, different                
from, or greater than, those of the Series A Junior Preferred Stock.            

Section 5.     Reacquired Shares.  Any shares of Series A             
Junior Preferred Stock purchased or otherwise acquired by the                   
Company in any manner whatsoever shall be retired and canceled                  
promptly after the acquisition thereof.  All such shares upon their             
retirement and cancellation shall become authorized but unissued                
shares of Preferred Stock, without designation as to series, and                
such shares may be reissued as part of a new series of Preferred                
Stock to be created by resolution or resolutions of the Board of                
Directors of the Company.                                                       

Section 6.     Liquidation, Dissolution or Winding Up.  Upon any      
voluntary or involuntary liquidation, dissolution or winding up of              
the Company, no distribution shall be made (i) to the holders of                
shares of stock ranking junior (either as to dividends or upon                  
liquidation, dissolution or winding up) to the Series A Junior                  
Preferred Stock unless the holders of shares of Series A Junior                 
Preferred Stock shall have received, subject to adjustment as                   
hereinafter provided, (A) $100 per share plus an amount equal to                
accrued and unpaid dividends and distributions thereon, whether or              
not declared, to the date of such payment or, (B) if greater than               
the amount specified in clause (i)(A) of this sentence, an amount               
equal to 100 times the aggregate amount to be distributed per share             
to holders of Common Stock, as the same may be adjusted as                      
hereinafter provided and (ii) to the holders of stock ranking on a              
parity upon                                                                     

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liquidation, dissolution or winding up with the Series A                        
Junior Preferred Stock, unless simultaneously therewith                         
distributions are made ratably on the Series A Junior Preferred                 
Stock and all other shares of such parity stock in proportion to the            
total amounts to which the holders of shares of Series A Junior                 
Preferred Stock are entitled under clause (i)(A) of this sentence               
and to which the holders of such parity shares are entitled, in each            
case upon such liquidation, dissolution or winding up.  The amount              
to which holders of Series A Junior                                             
Preferred Stock may be entitled upon liquidation, dissolution or                
winding up of the Company pursuant to clause (i)(B) of the foregoing            
sentence is hereinafter referred to as the "Participating                       
Liquidation Amount" and the multiple of the amount to be distributed            
to holders of shares of Common Stock upon the liquidation,                      
dissolution or winding up of the Company applicable pursuant to said            
clause to the determination of the Participating Liquidation Amount,            
as said multiple may be adjusted from time to time as hereinafter               
provided, is hereinafter referred to as the "Liquidation Multiple."             
In the event the Company shall at any time after September 13, 1999             
(i) declare or pay any dividend on Common Stock payable in shares of            
Common Stock, (ii) effect a subdivision or split or a combination,              
consolidation or reverse split of the outstanding shares of Common              
Stock into a greater or lesser number of shares of Common Stock, or             
(iii) issue any shares of its capital stock in a reclassification of            
the Common Stock (including any such reclassification in connection             
with a consolidation or merger in which the Company is continuing or            
surviving corporation), then, in each such case, the Liquidation                
Multiple thereafter applicable to the determination of the                      
Participating Liquidation Amount to which holders of Series A Junior            
Preferred Stock shall be entitled after such event shall be the                 
Liquidation Multiple applicable immediately prior to such event                 
multiplied by a fraction the numerator of which is the number of                
shares of Common Stock outstanding immediately after such event and             
the denominator of which is the number of shares of Common Stock                
that were outstanding immediately prior to such event.                          

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Section 7.     Certain Reclassification and Other Events.             

(A)  In the event that holders of shares of Common Stock of the       
Company receive after September 13, 1999 in respect of their shares             
of Common Stock any share of capital stock of the Company (other                
than any share of Common Stock of the Company), whether by way of               
reclassification, recapitalization, reorganization, dividend or                 
other distribution or otherwise (a "Transaction"), then, and in each            
such event, the dividend rights, voting rights and rights upon the              
liquidation, dissolution or winding up of the Company of the shares             
of Series A Junior Preferred Stock shall be adjusted so that after              
such event the holders of Series A Junior Preferred Stock shall be              
entitled, in respect of each share of Series A Junior Preferred                 
Stock held, in addition to such rights in respect thereof to which              
such holder was entitled immediately prior to such adjustment, to               
(i) such additional dividends as equal the Dividend Multiple in                 
effect immediately prior to such Transaction multiplied by the                  
additional dividends which the holder of a share of Common Stock                
shall be entitled to receive by virtue of the receipt in the                    
Transaction of such capital stock, (ii) such additional voting                  
rights as equal the Vote Multiple in effect immediately prior to                
such Transaction multiplied by the additional voting rights which               
the holder of a share of Common Stock shall be entitled to receive              
by virtue of the receipt in the Transaction of such capital stock               
and (iii) such additional distributions upon liquidation,                       
dissolution or winding up of the Company as equal the Liquidation               
Multiple in effect immediately prior to such Transaction multiplied             
by the additional amount which the holder of a share of Common Stock            
shall be entitled to receive upon liquidation, dissolution or                   
winding up of the Company by virtue of the receipt in the                       
Transaction of such capital stock, as the case may be, all as                   
provided by the terms of such capital stock.                                    

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(B)  In the event that holders of shares of Common Stock of the       
Company receive after September 13, 1999 in respect of their shares             
of Common Stock any right or warrant to purchase Common Stock                   
(including as such a right, for all purposes of this paragraph, any             
security convertible into or exchangeable for Common Stock) at a                
purchase price per share less than the Fair Market Value of a share             
of Common Stock on the date of issuance of such right or warrant,               
then and in each such event the dividend rights, voting rights and              
rights upon the liquidation, dissolution or winding up of the                   
Company of the shares of Series A Junior Preferred Stock shall each             
be adjusted so that after such event the Dividend Multiple, the Vote            
Multiple and the Liquidation Multiple shall each be the product of              
the Dividend Multiple, the Vote Multiple and the Liquidation                    
Multiple, as the case may be, in effect immediately prior to such               
event multiplied by a fraction the numerator of which shall be the              
number of shares of Common Stock outstanding immediately before such            
issuance of rights or warrants                                                  
plus the maximum number of shares of Common Stock which could be                
acquired upon exercise in full of all such rights or warrants and               
the denominator of which shall be the number of shares of Common                
Stock outstanding immediately before such issuance of rights or                 
warrants plus the number of shares of Common Stock which could be               
purchased, at the Fair Market Value of the Common Stock at the time             
of such issuance, by the maximum aggregate consideration payable                
upon exercise in full of all such rights or warrants.                           

(C)  In the event that holders of shares of Common Stock of the       
Company receive after September 13, 1999 in respect of their shares             
of Common Stock any right or warrant to purchase capital stock of               
the Company (other than shares of Common Stock), including as such a            
right, for all purposes of this paragraph, any security convertible             
into or exchangeable for capital stock of the Company (other than               
Common Stock), at a purchase price                                              

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per share less than the Fair                                                    
Market Value of such shares of capital stock on the date of issuance            
of such right or warrant, then and in each such event the dividend              
rights, voting rights and rights upon liquidation, dissolution or               
winding up of the Company of the shares of Series A Junior Preferred            
Stock shall each be adjusted so that after such event each holder of            
a share of Series A Junior Preferred Stock shall be entitled, in                
respect of each share of Series A Junior Preferred Stock held, in               
addition to such rights in respect thereof to which such holder was             
entitled immediately prior to such event, to receive (i) such                   
additional dividends as equal the Dividend Multiple in effect                   
immediately prior to such event multiplied, first, by the additional            
dividends to which the holder of a share of Common Stock shall be               
entitled upon exercise of such right or warrant by virtue of the                
capital stock which could be acquired upon such exercise and                    
multiplied again by the Discount Fraction (as hereinafter defined)              
and (ii) such additional voting rights as equal the Vote Multiple in            
effect immediately prior to such event multiplied, first, by the                
additional voting rights to which the holder of a share of Common               
Stock shall be entitled upon exercise of such right or warrant by               
virtue of the capital stock which could be acquired upon such                   
exercise and multiplied again by the Discount Fraction and (iii)                
such additional distributions upon liquidation, dissolution or                  
winding up of the Company as equal the Liquidation Multiple in                  
effect immediately prior to such event multiplied, first, by the                
additional amount which the holder of a share of Common Stock shall             
be entitled to receive upon liquidation, dissolution or winding up              
of the Company upon exercise of such right or warrant by virtue of              
the capital stock which could be acquired upon such exercise and                
multiplied again by the Discount Fraction.  For purposes of this                
paragraph, the "Discount Fraction" shall be a fraction the numerator            
of which shall be the difference between the Fair Market Value of a             
share of the capital stock subject to a right or warrant distributed            
to holders of shares of Common Stock of the Company as contemplated             
by this paragraph immediately after the distribution                            

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thereof and the                                                                 
purchase price per share for such share of capital stock pursuant to            
such right or warrant and the denominator of which shall be the Fair            
Market Value of a share of such capital stock immediately after the             
distribution of such right or warrant.                                          

(D)  For purposes of this Certificate of Designations, the            
"Fair Market Value" of a share of capital stock of the Company                  
(including a share of Common Stock) on any date shall be deemed to              
be the average of the daily closing price per share thereof over the            
30 consecutive Trading Days (as such term is hereinafter defined)               
immediately prior to such date; PROVIDED, HOWEVER, that, in the                 
event that such Fair Market Value of any such share of capital stock            
is determined during a period which includes any date that is within            
30 Trading Days after (i) the ex-dividend date for a dividend or                
distribution on stock payable in shares of such stock or securities             
convertible into shares of such stock, or (ii) the effective date of            
any subdivision, split, combination, consolidation, reverse stock               
split or reclassification of such stock, then, and in each such                 
case, the Fair Market Value shall be appropriately adjusted by the              
Board of Directors of the Company to take into account ex-dividend              
or posteffective date trading.  The closing price for any day shall             
be the last sale price, regular way, or, in case, no such sale takes            
place on such day, the average of the closing bid and asked prices,             
regular way (in either case, as reported in the applicable                      
transaction reporting system with respect to securities listed or               
admitted to trading on the New York Stock Exchange), or, if                     
the shares are not listed or admitted to trading on the New York                
Stock Exchange, as reported in the applicable transaction reporting             
system with respect to securities listed on the principal national              
securities exchange on which the shares are listed or admitted to               
trading or, if the shares are not listed or admitted to trading on              
any national securities exchange, the last quoted price or, if not              
so quoted, the average of the high bid and low asked prices in the              
over-the-counter market, as reported by the National Association of             
Securities                                                                      

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Dealers, Inc. Automated Quotation System ("NASDAQ") or                          
such other system then in use, or if on any such date the shares are            
not quoted by any such organization, the average of the closing bid             
and asked prices as furnished by a professional market maker making             
a market in the shares selected by the Board of Directors of the                
Company.  The term "Trading Day" shall mean a day on which the                  
principal national securities exchange on which the shares are                  
listed or admitted to trading is open for the transaction of                    
business or, if the shares are not listed or admitted to trading on             
any national securities exchange, on which the New York Stock                   
Exchange or such other national securities exchange as may be                   
selected by the Board of Directors of the Company is open.  If the              
shares are not publicly held or not so listed or traded on any day              
within the period of 30 Trading Days applicable to the determination            
of Fair Market Value thereof as aforesaid, "Fair Market Value" shall            
mean the fair market value thereof per share as determined in good              
faith by the Board of Directors of the Company.  In either case                 
referred to in the foregoing sentence, the determination of Fair                
Market Value shall be described in a statement filed with the                   
Secretary of the Company.                                                       

Section 8.     Consolidation, Merger, etc.  In case the Company       
shall enter into any consolidation, merger, combination or other                
transaction in which the shares of Common Stock are exchanged for or            
changed into other stock or securities, cash and/or any other                   
property, then in any such case each outstanding share of Series A              
Junior Preferred Stock shall at the same time be similarly exchanged            
for or changed into the aggregate amount of stock, securities, cash             
and/or other property (payable in like kind), as the case may be,               
for which or into which each share of Common Stock is changed or                
exchanged multiplied by the highest of the Vote Multiple, the                   
Dividend Multiple or the Liquidation Multiple in effect immediately             
prior to such event.                                                            

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Section 9.     Effective Time of Adjustments.                         

(A)  Adjustments to the Series A Junior Preferred Stock               
required by the provisions hereof shall be effective as of the time             
at which the event requiring such adjustments occurs.                           

(B)  The Company shall give prompt written notice to each             
holder of a share of Series A Junior Preferred Stock of the effect              
of any adjustment to the voting rights, dividend rights or rights               
upon liquidation, dissolution or winding up of the Company of such              
shares required by the provisions hereof.  Notwithstanding the                  
foregoing sentence, the failure of the Company to give such notice              
shall not affect the validity of or the force or effect of or the               
requirement for such adjustment.                                                

Section 10.    No Redemption.  The shares of Series A Junior            
Preferred Stock shall not be redeemable at the option of the Company or         
any holder thereof.  Notwithstanding the foregoing sentence of this             
Section, the Company may acquire shares of Series A Junior Preferred            
Stock in any other manner permitted by law, the provisions hereof               
and the Amended and Restated Certificate of Incorporation of the                
Company.                                                                        

Section 11.    Ranking.  Unless otherwise provided in the             
Amended and Restated Certificate of Incorporation of the Company or             
a Certificate of Designations relating to a subsequent series of                
preferred stock of the Company, the Series A Junior Preferred Stock             
shall rank junior to all other series of the Company's preferred                
stock as to the payment of dividends and the distribution of assets             
on liquidation, dissolution or winding up and senior to the Common              
Stock.                                                                          

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Section 12.    Amendment.  The provisions hereof and the              
Amended and Restated Certificate of Incorporation of the Company                
shall not be amended in any manner which would adversely affect the rights,     
privileges or powers of the Series A Junior Preferred Stock without, in         
addition to any other vote of stockholders required by law, the affirmative     
vote of the holders of two-thirds or more of the outstanding shares of          
Series A Junior Preferred Stock, voting together as a single class.             

IN WITNESS WHEREOF, I have executed and subscribed this               
Certificate of Designations and do affirm the foregoing as true                 
under the penalties of perjury this -------- day of -------------, 1999.        

                       ---------------------------------
Name:     
Title:    

ATTEST:                                                                         

                       ---------------------------------

C-18                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
		9/13/09		21		68
		9/13/99		1		87
Filed on:		9/3/99							8-K
		8/27/99		5		75
		11/12/92		75
		10/26/92		75		76
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