SHAREHOLDER RIGHTS AGREEMENT

                                                                     Exhibit 4.1
                                                                     -----------

                               ROGERS CORPORATION


                                       AND


                         REGISTRAR AND TRANSFER COMPANY


                                 AS RIGHTS AGENT


                          SHAREHOLDER RIGHTS AGREEMENT


                          DATED AS OF FEBRUARY 22, 2007

<PAGE>

                                 TABLE OF CONTENTS

<TABLE>
<CAPTION>

Section                                                                                                         Page


<S>      <C>                                                                                                        <C>
Section 1. Certain Definitions....................................................................................2

Section 2. Appointment of Rights Agent............................................................................7

Section 3. Issue of Right Certificates............................................................................7

Section 4. Form of Right Certificates.............................................................................9

Section 5. Countersignature and Registration.....................................................................10

Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed,
                  Lost or Stolen Right Certificates..............................................................11

Section 7. Exercise of Rights; Exercise Price; Expiration Date of Rights.........................................12

Section 8. Cancellation and Destruction of Right Certificates....................................................14

Section 9. Reservation and Availability of Common Stock..........................................................14

Section 10. Common Stock Record Date.............................................................................15

Section 11. Adjustment of Exercise Price, Number and Kind of Shares or Number of Rights..........................16

Section 12. Certificate of Adjusted Exercise Price or Number of Shares...........................................24

Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power.................................24

Section 14. Fractional Rights and Fractional Shares..............................................................27

Section 15. Rights of Action.....................................................................................27

Section 16. Agreement of Right Holders...........................................................................28

Section 17. Right Certificate Holder Not Deemed a Shareholder....................................................28

Section 18. Concerning the Rights Agent..........................................................................28

Section 19. Merger or Consolidation or Change of Name of Rights Agent............................................29

Section 20. Duties of Rights Agent...............................................................................30

Section 21. Change of Rights Agent...............................................................................32
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<CAPTION>
<S>      <C>                                                                                                      <C>
Section 22. Issuance of New Right Certificates...................................................................33

Section 23. Redemption...........................................................................................33

Section 24. Exchange.............................................................................................34

Section 25. Notice of Certain Events.............................................................................36

Section 26. Notices..............................................................................................37

Section 27. Supplements and Amendments...........................................................................37

Section 28. Successors...........................................................................................38

Section 29. Determinations and Actions by the Board of Directors.................................................38

Section 30. Benefits of this Agreement...........................................................................38

Section 31. Severability.........................................................................................38

Section 32. Governing Law........................................................................................39

Section 33. Counterparts.........................................................................................39

Section 34. Descriptive Headings.................................................................................39



Exhibit A --      Form of Right Certificate
</TABLE>

                                      -ii-

<PAGE>

                          SHAREHOLDER RIGHTS AGREEMENT


         Shareholder Rights Agreement, dated as of February 22, 2007 (the
"Agreement"), between Rogers Corporation, a Massachusetts corporation (the
"Company"), and Registrar and Transfer Company, a New Jersey corporation (the
"Rights Agent").

                               W I T N E S S E T H


         WHEREAS, the Board of Directors of the Company desires to provide
shareholders of the Company with the opportunity to benefit from the long-term
prospects and value of the Company and to ensure that shareholders of the
Company receive fair and equal treatment in the event of any proposed takeover
of the Company; and

         WHEREAS, on February 25, 1997, the Board of Directors of the Company
authorized and declared a dividend distribution of one common stock purchase
right for each share of Common Stock (as such term is hereinafter defined) of
the Company outstanding at the close of business on March 31, 1997 (the "1997
Record Date"), and authorized the issuance of one right for each share of Common
Stock of the Company issued between the 1997 Record Date and the earlier of the
Distribution Date (as such term is defined in the Rights Agreement dated as of
February 25, 1997 between the Company and the Rights Agent (the "1997 Rights
Agreement")) or the redemption, exchange or expiration of the rights, each right
initially representing the right to purchase securities of the Company upon the
terms and subject to the conditions set forth in the 1997 Rights Agreement; and

         WHEREAS, the final expiration date of the 1997 Rights Agreement is the
Close of Business (as such term is defined in the 1997 Rights Agreement) on
March 30, 2007; and

          WHEREAS, on February 15, 2007, the Board of Directors of the Company
determined it desirable and in the best interests of the Company and its
shareholders for the Company to extend the benefits afforded by the 1997 Rights
Agreement and to implement such extension by executing this Agreement; and

         WHEREAS, on February 15, 2007, the Board of Directors of the Company
authorized the adoption of this Agreement, which provides for the Board to
authorize a distribution of one Right (as such term is hereinafter defined) for
each share of Common Stock of the Company outstanding as of the Close of
Business (as such term is hereinafter defined) on March 30, 2007 or such other
time as the Board of Directors of the Company shall determine (the "Record
Date"), and authorized the issuance of one Right for each share of Common Stock
of the Company issued (whether or not originally issued or sold from the
Company's treasury, except in the case of treasury shares having associated
Rights) between the Record Date and the earliest of the Distribution Date, the
Redemption Date or the Expiration Date (as such terms are hereinafter defined),
each Right initially representing the right to purchase one share of Common
Stock of the Company, upon the terms and subject to the conditions hereinafter
set forth (the "Rights"); and

                                       1
<PAGE>

         WHEREAS, the Company desires to appoint the Rights Agent to act as
rights agent hereunder, in accordance with the terms and conditions hereof.

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

         Section 1. Certain Definitions. For purposes of this Agreement, the
following terms 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 20% or more of the shares of Common Stock of the Company then outstanding,
but shall not include (i) the Company, (ii) any Subsidiary (as such term is
hereinafter defined) of the Company, (iii) any employee benefit plan or
compensation arrangement of the Company or any Subsidiary of the Company, or
(iv) any Person holding shares of Common Stock of the Company organized,
appointed or established by the Company or any Subsidiary of the Company for or
pursuant to the terms of any such employee benefit plan or compensation
arrangement (the Persons described in clauses (i) through (iv) above are
referred to herein as "Exempt Persons").

         Notwithstanding the foregoing, no Person shall become an "Acquiring
Person" as the result of an acquisition by the Company of Common Stock of the
Company which, by reducing the number of shares outstanding, increases the
proportionate number of shares Beneficially Owned by such Person to 20% or more
of the shares of Common Stock of the Company then outstanding; provided,
however, that if a Person shall become the Beneficial Owner of 20% or more of
the shares of Common Stock of the Company then outstanding by reason of share
purchases by the Company and shall, after such share purchases by the Company,
become the Beneficial Owner of any additional shares (other than pursuant to a
stock split, stock dividend or similar transaction) of Common Stock of the
Company and immediately thereafter be the Beneficial Owner of 20% or more of the
shares of Common Stock of the Company then outstanding, then such Person shall
be deemed to be an "Acquiring Person."

         In addition, notwithstanding the foregoing, and notwithstanding
anything to the contrary provided in the Agreement including without limitation
in Sections 1(ii), 3(a) or 27, a Person shall not be an "Acquiring Person" if
the Board of Directors of the Company determines at any time that a Person who
would otherwise be an "Acquiring Person," has become such without intending to
become an "Acquiring Person," and such Person divests as promptly as practicable
(or within such period of time as the Board of Directors of the Company
determines is reasonable) a sufficient number of shares of Common Stock of the
Company so that such Person would no longer be an "Acquiring Person," as defined
pursuant to the foregoing provisions of this Section 1(a).

         (b) "Adjustment Shares" shall have the meaning set forth in Section
11(a)(ii) hereof.

                                        2
<PAGE>

         (c) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations (the
"Rules") under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as in effect on the date of this Agreement; provided, however, that no
Person who is a director or officer of the Company shall be deemed an Affiliate
or an Associate of any other director or officer of the Company solely as a
result of his or her position as director or officer of the Company.

         (d) A Person shall be deemed the "Beneficial Owner" of, and shall be
deemed to "Beneficially Own" and have "Beneficial Ownership" of, any securities:

              (i) which such Person or any of such Person's Affiliates or
Associates, directly or indirectly, Beneficially Owns (as determined pursuant to
Rule 13d-3 of the Rules under the Exchange Act, as in effect on the date of this
Agreement);

              (ii) which such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has:

                    (A) the right to acquire (whether or not such right is
exercisable immediately or only after the passage of time or upon the
satisfaction of any conditions or both) pursuant to any agreement, arrangement
or understanding (whether or not in writing) (other than customary agreements
with and between underwriters and selling group members with respect to a bona
fide public offering of securities) or upon the exercise of conversion rights,
exchange rights, rights (other than the Rights), warrants or options, or
otherwise; provided, however, that a Person shall not be deemed the "Beneficial
Owner" of, or to "Beneficially Own" or have "Beneficial Ownership" of, (1)
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; (2) securities
issuable upon exercise of Rights at any time prior to the occurrence of a
Triggering Event; or (3) securities issuable upon exercise of Rights from and
after the occurrence of a Triggering Event, which Rights were acquired by such
Person or any of such Person's Affiliates or Associates prior to the
Distribution Date or pursuant to Sections 3(a), 11(i) or 22 hereof; or

                    (B) the right to vote 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" or have
"Beneficial Ownership" of, any security under this clause (B) if the agreement,
arrangement or understanding to vote such security (1) arises solely from a
revocable proxy or consent given in response to a public proxy or consent
solicitation made pursuant to a written proxy or consent solicitation statement
filed with the Securities and Exchange Commission in accordance with the Rules
of the Exchange Act, and (2) is not also then reportable by such person on
Schedule 13D under the Exchange Act (or any comparable or successor report); or

                                       3
<PAGE>

                    (C) the right to dispose of pursuant to any agreement,
arrangement or understanding (whether or not in writing) (other than customary
agreements with and between underwriters and selling group members with respect
to a bona fide public offering of securities); or

              (iii) which are Beneficially Owned, directly or indirectly, by any
other Person (or any Affiliate or Associate thereof) with which such Person or
any of such Person's Affiliates or Associates has any agreement, arrangement or
understanding (whether or not in writing) (other than customary agreements with
and between underwriters and selling group members with respect to a bona fide
public offering of securities) for the purpose of acquiring, holding, voting
(except pursuant to a revocable proxy or consent as described in clause (B) of
Section 1(d)(ii) hereof) or disposing of any securities of the Company;

provided, however, that (1) no Person engaged in business as an underwriter of
securities shall be deemed the Beneficial Owner of any securities acquired
through such Person's participation as an underwriter in good faith in a firm
commitment underwriting until the expiration of forty (40) days after the date
of such acquisition, and (2) no Person who is a director or an officer of the
Company shall be deemed, as a result of his or her position as director or
officer of the Company, the Beneficial Owner of any securities of the Company
that are Beneficially Owned by any other director or officer of the Company.

         For all purposes of this Agreement, the phrase "then outstanding," when
used with reference to the percentage of the then outstanding securities
Beneficially Owned by a Person, shall mean the number of securities then issued
and outstanding together with the number of such securities not then actually
issued and outstanding which such Person would be deemed to Beneficially Own
hereunder.

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

              (f) "Certificate of Incorporation" when used in reference to the
Company shall mean the Restated Articles of Organization, as amended, and as may
be amended from time to time, of the Company.

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

              (h) "Common Stock" when used in reference to the Company shall
mean the common stock, par value $1.00 per share, of the Company or any other
shares of capital stock of the Company into which such stock shall be
reclassified or changed. "Common Stock" when used with reference to any Person
other than the Company organized in corporate form shall mean (i) the capital
stock or other equity interest of such Person with the greatest voting power,
(ii) the equity securities or other equity interest having power to control or
direct the management of such Person, or (iii) if such Person is a Subsidiary of
another Person, the Person or Persons which ultimately control such
first-mentioned Person and which have issued any such outstanding capital stock,
equity securities or equity interest. "Common Stock" when used with reference to
any Person not organized in corporate form shall mean units of beneficial
interest which (x) shall represent the right to participate generally in the
profits and losses of such Person (including without limitation any flow-through
tax benefits resulting from an ownership interest in such Person), and (y) shall
be entitled to exercise the greatest voting power of such Person or, in the case
of a limited partnership, shall have the power to remove or otherwise replace
the general partner or partners.

                                       4
<PAGE>

              (i) "Common Stock Equivalents" shall have the meaning set forth in
Section 11(a)(iii) hereof.

              (j) "Company" shall have the meaning set forth in the preamble
hereof.

              (k) "Current Value" shall have the meaning set forth in Section
11(a)(iii) hereof.

              (l) "Depositary Agent" shall have the meaning set forth in Section
7(c) hereof.

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

              (n) "Exchange Act" shall have the meaning set forth in the
definition of "Affiliate" and "Associate."

              (o) "Exempt Person" shall have the meaning set forth in the
definition of "Acquiring Person."

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

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

              (r) "Expiration Date" and "Final Expiration Date" shall have the
meanings set forth in Section 7(a) hereof.

              (s) "Fair Market Value" of any securities or other property shall
be as determined in accordance with Section 11(d) hereof.

              (t) "Group" shall have the meaning set forth in clause (ii) of the
definition of "Person."

              (u) "Massachusetts Courts" shall have the meaning set forth in
Section 32 hereof.

              (v) "NASDAQ" shall mean the Nasdaq Global Market.

                                       5
<PAGE>

              (w) "Person" shall mean (i) an individual, a corporation, a
partnership, a limited liability company, an association, a joint stock company,
a trust, a business trust, a government or political subdivision, any
unincorporated organization, or any other association or entity including any
successor (by merger or otherwise) thereof or thereto, and (ii) a "group" as
that term is used for purposes of Section 13(d)(3) of the Exchange Act.

              (x) "Preferred Stock" shall mean any series or class of preferred
stock of the Company as any other share of capital stock of the Company into
which such shares shall be reclassified or changed.

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

               (z) "Record Date" shall have the meaning set forth in the fifth
WHEREAS clause hereof.

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

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

              (cc) "Registered Common Stock" shall have the meaning set forth in
Section 13(b)(ii) hereof.

              (dd) "Right Certificate" shall have the meaning set forth in
Section 3(a) hereof.

              (ee) "Rights" shall have the meaning set forth in the fifth
WHEREAS clause hereof.

              (ff) "Rights Agent" shall have the meaning set forth in the
preamble hereof.

              (gg) "Section 11(a)(ii) Event" shall have the meaning set forth in
Section 11(a)(ii) hereof.

              (hh) "Section 11(a)(ii) Trigger Date" shall have the meaning set
forth in Section 11(a)(iii) hereof.

              (ii) "Section 13 Event" shall mean any event described in clauses
(x), (y) or (z) of Section 13(a) hereof.

              (jj) "Section 24(a)(i) Exchange Ratio" shall have the meaning set
forth in Section 24(a)(i) hereof.

              (kk) "Section 24(a)(ii) Exchange Ratio" shall have the meaning set
forth in Section 24(a)(ii) hereof.

              (ll) "Securities Act" shall have the meaning set forth in Section
9(c) hereof.

                                       6
<PAGE>

              (mm) "Spread" shall have the meaning set forth in Section
11(a)(iii) hereof.

              (nn) "Stock Acquisition Date" shall mean the date of the first
public announcement (which for purposes of this definition shall include,
without limitation, the issuance of a press release or the filing of a
publicly-available report or other document with the Securities and Exchange
Commission or any other governmental agency) by the Company, acting pursuant to
a vote adopted by the Board of Directors of the Company, or by an Acquiring
Person, subject in each case to the last paragraph of Section 1(a), that an
Acquiring Person has become such.

              (oo) "Subsidiary" shall mean, with reference to any Person, any
corporation or other entity of which securities or other ownership interests
having ordinary voting power sufficient, in the absence of contingencies, to
elect a majority of the board of directors or other persons performing similar
functions of such corporation or other entity are at the time directly or
indirectly Beneficially Owned or otherwise controlled by such Person either
alone or together with one or more Affiliates of such Person.

              (pp) "Substitution Period" shall have the meaning set forth in
Section 11(a)(iii) hereof.

              (qq) "Trading Day" shall have the meaning set forth in Section
11(d)(i) hereof.

              (rr) "Triggering Event" shall mean any Section 11(a)(ii) Event or
any Section 13 Event.

              (ss) "1997 Record Date" shall have the meaning set forth in the
second WHEREAS clause hereof.

              (tt) "1997 Rights Agreement" shall have the meaning set forth in
the second WHEREAS clause hereof.

         Section 2. Appointment of Rights Agent. The Company hereby appoints the
Rights Agent, effective as of the Close of Business on March 30, 2007, to act as
agent for the Company and the holders of the Rights (who, in accordance with
Section 3 hereof, shall prior to the Distribution Date also be the holders of
the Common Stock of 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. In the event the Company appoints one or more Co-Rights Agents, the
respective duties of the Rights Agent and any Co-Rights Agents shall be as the
Company shall determine. The Company shall give ten (10) days' prior written
notice to the Rights Agent of the appointment of one or more Co-Rights Agents
and the respective duties of the Rights Agent and any such Co-Rights Agents. The
Rights Agent shall have no duty to supervise, and shall in no event be liable
for, the acts or omissions of any such Co-Rights Agent.

         Section 3. Issue of Right Certificates.

                                       7
<PAGE>

              (a) From the Close of Business on March 30, 2007 until the earlier
of (i) the Close of Business on the tenth (10th) calendar day after the Stock
Acquisition Date, or (ii) the Close of Business on the tenth (10th) Business Day
(or such later calendar day, if any, as the Board of Directors of the Company
may determine in its sole discretion) after the date a tender or exchange offer
by any Person, other than an Exempt Person, is first published or sent or given
within the meaning of Rule 14d-4(a) of the Exchange Act, or any successor rule,
if, upon consummation thereof, such Person could become the Beneficial Owner of
20% or more of the shares of Common Stock of the Company then outstanding
(including any such date which is after the date of this Agreement and prior to
the issuance of the Rights) (the earliest of such dates being herein referred to
as the "Distribution Date"), (x) the Rights will be evidenced (subject to the
provisions of Section 3(b) hereof) by the certificates (whether in electronic or
physical form) for the Common Stock of the Company registered in the names of
the holders of the Common Stock of the Company (which certificates for Common
Stock of the Company shall be deemed also to be certificates for Rights) and not
by separate certificates (whether in electronic or physical form), and (y) the
Rights will be transferable only in connection with the transfer of the
underlying shares of Common Stock of the Company. As soon as practicable after
the Distribution Date, the Rights Agent will, at the Company's expense send, by
first-class, postage prepaid mail, to each record holder of the Common Stock of
the Company as of the Close of Business on the Distribution Date, at the address
of such holder shown on the records of the Company, one or more certificates, in
substantially the form of Exhibit A hereto (the "Right Certificates"),
evidencing one Right for each share of Common Stock of the Company so held,
subject to adjustment as provided herein. As of and after the Close of Business
on the Distribution Date, the Rights will be evidenced solely by such Right
Certificates.

              (b) To the extent applicable, with respect to certificates
(whether in electronic or physical form) for the Common Stock of the Company
issued prior to the Close of Business on the Record Date, the Rights will be
evidenced by such certificates for the Common Stock of the Company on or until
the Distribution Date (or the earlier redemption, expiration or termination of
the Rights), and the registered holders of the Common Stock of the Company also
shall be the registered holders of the associated Rights. Until the Distribution
Date (or the earlier redemption, expiration or termination of the Rights), the
transfer of any of the certificates for the Common Stock of the Company
outstanding prior to the date of this Agreement shall also constitute the
transfer of the Rights associated with the Common Stock of the Company
represented by such certificate.

              (c) Certificates (whether in electronic or physical form) for the
Common Stock of the Company issued after the Record Date, but prior to the
earliest of the Distribution Date, Redemption Date, Exchange Date or Final
Expiration Date, shall be deemed also to be certificates for Rights, and shall
bear a legend, substantially in the form set forth below:

                   This certificate also evidences and entitles the holder hereof
                  to certain Rights as set forth in a Shareholder Rights
                  Agreement between Rogers Corporation and Registrar and
                  Transfer Company (or any successor thereto), as Rights Agent,
                  dated as of February 22, 2007, as amended, restated, renewed,
                  supplemented or extended from time to time (the "Rights
                  Agreement"), the terms of which are hereby incorporated herein
                  by reference and a copy of which is on file at the principal
                  offices of Rogers Corporation and the stock transfer
                  administration office of the Rights Agent. Under certain
                   circumstances, as set forth in the Rights Agreement, such
                  Rights will be evidenced by separate certificates and will no
                  longer be evidenced by this certificate. Rogers Corporation
                  may redeem the Rights at a redemption price of $0.01 per
                  Right, subject to adjustment, under the terms of the Rights
                  Agreement. Rogers Corporation will mail to the holder of this
                  certificate a copy of the Rights Agreement, as in effect on
                  the date of mailing, without charge promptly after receipt of
                  a written request therefor. Under certain circumstances,
                  Rights issued to or held by Acquiring Persons (as defined in
                   the Rights Agreement) or any Affiliates or Associates thereof
                  (as defined in the Rights Agreement), and any subsequent
                  holder of such Rights, may become null and void. The Rights
                  shall not be exercisable, and shall be void so long as held,
                  by a holder in any jurisdiction where the requisite
                  qualification, if any, to the issuance to such holder, or the
                  exercise by such holder, of the Rights in such jurisdiction
                  shall not have been obtained or be obtainable.

                                       8
<PAGE>

         With respect to such certificates containing the foregoing legend and
any other certificates representing shares of Common Stock of the Company issued
prior to the Record Date (regardless of whether they contain a legend referring
to the existence of any prior shareholder rights agreement or no such legend),
the Rights associated with the Common Stock of the Company represented by any
such certificates shall be evidenced by such certificates until the earliest of
the Distribution Date, Redemption Date, Exchange Date or Final Expiration Date,
and the transfer of any of such certificates shall also constitute the transfer
of the Rights associated with the Common Stock of the Company represented by
such certificates. In the event that the Company purchases or acquires any
shares of Common Stock of the Company after the Record Date but prior to the
Distribution Date, any Rights associated with such Common Stock of the Company
shall be deemed canceled and retired so that the Company shall not be entitled
to exercise any Rights associated with the shares of Common Stock of the Company
which are no longer outstanding. The failure to print the foregoing legend on
any certificate (whether in electronic or physical form) representing Common
Stock of the Company or any defect therein shall not affect in any manner
whatsoever the application or interpretation of the provisions of Section 7(e)
hereof.

         Section 4. Form of Right Certificates.

              (a) The Right Certificates (and the forms of election to purchase
shares and of assignment and certificate to be printed on the reverse thereof)
shall each be substantially in the form of Exhibit A hereto and may have such
marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law, rule or regulation or with any rule or
regulation of any stock exchange on which the Rights may from time to time be
listed, or to conform to customary usage. The Right Certificates shall be in a
machine printable format and in a form reasonably satisfactory to the Rights
Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Right
Certificates, whenever distributed, shall be dated as of the Record Date, shall
show the date of countersignature, and on their face shall entitle the holders
thereof to purchase such number of shares of Common Stock of the Company as
shall be set forth therein at the price set forth therein (the "Exercise
Price"), but the number of such shares and the Exercise Price shall be subject
to adjustment as provided herein.

                                       9
<PAGE>

              (b) Any Right Certificate issued pursuant to Section 3(a) or
Section 22 hereof that represents Rights Beneficially Owned by (i) an Acquiring
Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee
of an Acquiring Person (or of any Associate or Affiliate of an Acquiring Person)
who becomes a transferee after the Acquiring Person becomes such, or (iii) a
transferee of an Acquiring Person (or of any such Associate or Affiliate) who
becomes a transferee prior to or concurrently with the Acquiring Person becoming
such and receives such Rights pursuant to either (A) a transfer (whether or not
for consideration) from the Acquiring Person to holders of equity interests in
such Acquiring Person or to any Person with whom the Acquiring Person has any
continuing agreement, arrangement or understanding (whether or not in writing)
regarding the transferred Rights, the shares of Common Stock of the Company
associated with such Rights or the Company, or (B) a transfer which the Board of
Directors of the Company has determined is part of a plan, arrangement or
understanding which has as a primary purpose or effect the avoidance of Section
7(e) hereof, and any Right Certificate issued pursuant to Section 6, Section 11
or Section 22 upon transfer, exchange, replacement or adjustment of any other
Right Certificate referred to in this sentence, shall have deleted therefrom the
second sentence of the existing legend on such Right Certificate and in
substitution therefor shall contain the following legend:

                  The Rights represented by this Right Certificate are or were
                  Beneficially Owned by a Person who was or became an Acquiring
                  Person or an Affiliate or an Associate of an Acquiring Person
                  (as such terms are defined in the Rights Agreement). This
                  Right Certificate and the Rights represented hereby may become
                  null and void under certain circumstances as specified in
                  Section 7(e) of the Rights Agreement.

         The Company shall give notice to the Rights Agent promptly after it
becomes aware of the existence and identity of any Acquiring Person or any
Associate or Affiliate thereof. The Company shall instruct the Rights Agent in
writing of the Rights which should be so legended. The failure to print the
foregoing legend on any such Right Certificate or any defect therein shall not
affect in any manner whatsoever the application or interpretation of the
provisions of Section 7(e) hereof.

         Section 5. Countersignature and Registration.

              (a) The Right Certificates shall be executed on behalf of the
Company by its Chairman of the Board of Directors, or its President or any Vice
President, and by its Treasurer or any Assistant Treasurer, or by its Secretary
or any Assistant Secretary, either manually or by facsimile signature, and shall
have affixed thereto the Company's seal or a facsimile thereof which shall be
attested to by the Secretary or any Assistant Secretary of the Company, either
manually or by facsimile signature. The Right Certificates shall be manually
countersigned by an authorized signatory of the Rights Agent and shall not be
valid for any purpose unless so countersigned, and such countersignature upon
any Right Certificate shall be conclusive evidence, and the only evidence, that
such Right Certificate has been duly countersigned as required hereunder. In
case any officer of the Company who shall have signed any of the Right
Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company,
such Right Certificates, nevertheless, may be countersigned by an authorized
signatory of the Rights Agent, and issued and delivered by the Company with the
same force and effect as though the person who signed such Right Certificates
had not ceased to be such officer of the Company; and any Right Certificates may
be signed on behalf of the Company by any person who, at the actual date of the
execution of such Right Certificate, shall be a proper officer of the Company to
sign such Right Certificate, although at the date of the execution of this
Rights Agreement any such person was not such an officer.

                                       10
<PAGE>

              (b) Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at one of its offices designated as the appropriate place for
surrender of Right Certificates upon exercise or transfer, books for
registration and transfer of the Right Certificates issued hereunder. Such books
shall show the names and addresses of the respective holders of the Right
Certificates, the number of Rights evidenced on its face by each of the Right
Certificates and the date of each of the Right Certificates.

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

              (a) Subject to the provisions of Section 4(b), Section 7(e) and
Section 14 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 Right
Certificate or Certificates may be transferred, split up, combined or exchanged
for another Right Certificate or Certificates, entitling the registered holder
to purchase a like number of shares of Common Stock of the Company (or following
a Triggering Event, Common Stock of the Company, cash, property, debt
securities, Preferred Stock or any combination thereof, including any such
securities, cash or property following a Section 13 Event) as the Right
Certificate or Certificates surrendered then entitled such holder to purchase
and at the same Exercise Price. Any registered holder desiring to transfer,
split up, combine or exchange any Right Certificate shall make such request in
writing delivered to the Rights Agent, and shall surrender the Right Certificate
or Certificates to be transferred, split up, combined or exchanged, with the
form of assignment and certificate duly executed, at the office or offices of
the Rights Agent designated for such purpose. Neither the Rights Agent nor the
Company shall be obligated to take any action whatsoever with respect to the
transfer of any such surrendered Right Certificate until the registered holder
shall have completed and signed the certificate contained in the form of
assignment on the reverse side of such Right Certificate and shall have provided
such additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner) or Affiliates or Associates thereof as the Company shall
reasonably request. Thereupon the Rights Agent shall, subject to Section 4(b),
Section 7(e) and Section 14 hereof, countersign and deliver to the Person
entitled thereto a Right Certificate or Certificates, as the case may be, as so
requested. The Company may require payment by the registered holder of a Right
Certificate, of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer, split up, combination or
exchange of Right Certificates.

                                       11
<PAGE>

              (b) Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate, and, in case of loss, theft or destruction, of indemnity or
security satisfactory to them, and reimbursement to the Company and the Rights
Agent of all reasonable expenses incidental thereto, and upon surrender to the
Rights Agent and cancellation of the Right Certificate, if mutilated, the
Company will execute and deliver a new Right Certificate of like tenor to the
Rights Agent for countersignature and delivery to the registered owner in lieu
of the Right Certificate so lost, stolen, destroyed or mutilated.

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

               (a) Subject to Section 7(e) hereof, the registered holder of any
Right Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein) in whole or in part at any time after the Distribution Date
upon surrender of the Right Certificate, with the form of election to purchase
and the certificate on the reverse side thereof duly executed, to the Rights
Agent at the office or offices of the Rights Agent designated for such purpose,
together with payment of the aggregate Exercise Price for the total number of
shares of Common Stock of the Company (or other securities, cash or other
assets, as the case may be) as to which such surrendered Rights are then
exercised, at or prior to the earlier of (i) the Close of Business on the tenth
(10th) anniversary of the Record Date (the "Final Expiration Date"), (ii) the
time at which the Rights are redeemed as provided in Section 23 hereof (the
"Redemption Date"), or (iii) the time at which such Rights are exchanged as
provided in Section 24 hereof (the "Exchange Date") (the earliest of (i), (ii)
or (iii) being herein referred to as the "Expiration Date"). Except as set forth
in Section 7(e) hereof and notwithstanding any other provision of this
Agreement, any Person who prior to the Distribution Date becomes a record holder
of shares of Common Stock of the Company may exercise all of the rights of a
registered holder of a Right Certificate with respect to the Rights associated
with such shares of Common Stock of the Company in accordance with the
provisions of this Agreement, as of the date such Person becomes a record holder
of shares of Common Stock of the Company.

              (b) The Exercise Price for each share of Common Stock of the
Company pursuant to the exercise of a Right shall initially be Two Hundred Forty
United States Dollars (U.S. $240.00), shall be subject to adjustment from time
to time as provided in Section 11 and Section 13 hereof and shall be payable in
lawful money of the United States of America in accordance with Section 7(c)
below.

              (c) Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase and the certificate on the reverse
side thereof duly executed, accompanied by payment of the Exercise Price for the
shares to be purchased and an amount equal to any applicable transfer tax (as
determined by the Rights Agent) by certified check or bank draft payable to the
order of the Company or by money order, the Rights Agent shall, subject to
Section 20(k) and Section 14(b) hereof, thereupon promptly (i) requisition from
any transfer agent for the Common Stock of the Company (the "Depositary Agent")
(or make available, if the Rights Agent is the transfer agent for the Common
Stock of the Company) depositary receipts or certificates for the number of
shares of Common Stock of the Company to be purchased and the Company hereby
irrevocably authorizes the Depositary Agent to comply with all such requests,
(ii) when appropriate, requisition from the Company the amount of cash, if any,
to be paid in lieu of issuance of fractional shares in accordance with Section
14 hereof, (iii) after receipt of such certificates or depositary receipts,
cause the same to be delivered to or upon the order of the registered holder of
such Right Certificate, registered in such name or names as may be designated by
such holder, and (iv) when appropriate, after receipt of such certificate or
depositary receipts promptly deliver such cash to or upon the order of the
registered holder of such Right Certificate. In the event that the Company is
obligated to issue other securities (including Common Stock) of the Company, pay
cash or distribute other property pursuant to Section 11(a) hereof, the Company
will make all arrangements necessary so that such other securities, cash or
other property are available for distribution by the Rights Agent, if and when
appropriate. The payment of the Exercise Price may be made by certified or bank
check payable to the order of the Company, or by money order or wire transfer of
immediately available funds to the account of the Company (provided that notice
of such wire transfer shall be given by the holder of the related Right to the
Rights Agent).

                                       12
<PAGE>

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

              (e) Notwithstanding anything in this Agreement to the contrary,
from and after the first occurrence of a Section 11(a)(ii) Event or Section 13
Event, any Rights Beneficially Owned by (i) an Acquiring Person or any Associate
or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person
(or of any Associate or Affiliate of an Acquiring Person) who becomes a
transferee after the Acquiring Person becomes such, or (iii) a transferee of an
Acquiring Person (or of any Associate or Affiliate of an Acquiring Person) who
becomes a transferee prior to or concurrently with the Acquiring Person becoming
such and receives such Rights pursuant to either (A) a transfer (whether or not
for consideration) from the Acquiring Person to holders of equity interests in
such Acquiring Person or to any Person with whom the Acquiring Person has any
continuing agreement, arrangement or understanding regarding the transferred
Rights, the shares of Common Stock of the Company associated with such Rights or
the Company, or (B) a transfer which the Board of Directors of the Company has
determined is part of a plan, arrangement or understanding which has as a
primary purpose or effect the avoidance of this Section 7(e), shall be null and
void without any further action and no holder of such Rights shall have any
rights whatsoever with respect to such Rights, whether under any provision of
this Agreement or otherwise. The Company shall use all reasonable efforts to
ensure that the provisions of this Section 7(e) and Section 4(b) hereof are
complied with, but shall have no liability to any holder of Right Certificates
or other Person as a result of its failure to make any determinations with
respect to an Acquiring Person or any Affiliates or Associates of an Acquiring
Person or any transferee of any of them hereunder.

              (f) Notwithstanding anything in this Agreement to the contrary,
neither the Rights Agent nor the Company shall be obligated to undertake any
action with respect to a registered holder of Rights upon the occurrence of any
purported exercise as set forth in this Section 7 unless such registered holder
shall have (i) completed and signed the certificate contained in the form of
election to purchase set forth on the reverse side of the Right 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 as the Company shall reasonably request.

                                       13
<PAGE>

              (g) A committee of the Board of Directors of the Company shall
periodically review this Agreement in order to consider whether the maintenance
of this Agreement continues to be in the best interests of the Company and its
stockholders. The committee shall consist of independent directors of the
Company and shall conduct such review when, as and in such manner as the
committee deems appropriate, after giving due regard to all relevant
circumstances; provided, however, that the committee shall take such action at
least once every three years. Following each such review, the committee will
report its conclusions to the Board, including any recommendation in light
thereof as to whether this Agreement should be maintained, modified, terminated
or the Rights redeemed. The committee is authorized to retain such legal
counsel, financial advisors and other advisors as the committee deems
appropriate in order to assist the committee in carrying out its foregoing
responsibilities under this Agreement.

         Section 8. Cancellation and Destruction of Right Certificates. All
Right Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or 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 Right
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Agreement. The Company shall deliver to the Rights
Agent for cancellation and retirement, and the Rights Agent shall so cancel and
retire, any other Right Certificate purchased or acquired by the Company
otherwise than upon the exercise thereof. The Rights Agent shall deliver all
canceled Right Certificates to the Company.

         Section 9. Reservation and Availability of Common Stock.

              (a) The Company covenants and agrees that on and after the
Distribution Date, it will use reasonable efforts to cause to be reserved and
kept available, out of its authorized and unissued shares of Common Stock, the
number of shares of Common Stock that, except as provided in Section 11(a)(iii)
hereof, would then be sufficient to permit the exercise in full of all
outstanding Rights; provided, however, that the reservation of such shares shall
be subject and subordinate to any other reservation of shares of Common Stock of
the Company made by the Company at any time for any lawful purpose; and further
provided, however, that in no event shall such failure to so reserve shares
affect the rights of any holder of Rights hereunder.

              (b) The Company shall use its best efforts to cause, from and
after such time as the Rights become exercisable, all shares of Common Stock of
the Company issued or reserved for issuance to be listed, upon official notice
of issuance, upon the principal national securities exchange, if any, upon which
the Common Stock of the Company is listed.

                                       14
<PAGE>

              (c) The Company shall use its best efforts to (i) file, as soon as
practicable following the earliest date after the occurrence of a Section
11(a)(ii) Event on which the consideration to be delivered by the Company upon
exercise of the Rights has been determined in accordance with Section 11(a)(iii)
hereof, or as soon as required by law following the Distribution Date, as the
case may be, a registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the securities 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
that at all times meets the requirements of the Securities Act) until the
earlier of (A) the date as of which the Rights are no longer exercisable for
such securities, or (B) the Expiration Date. The Company will also take such
action as may be appropriate under, and which will ensure compliance with, the
securities or "blue sky" laws of the various states in connection with the
exercisability of the Rights. The Company may temporarily suspend, for a period
of time not to exceed ninety (90) days after the date determined in accordance
with the provisions of the first sentence of this Section 9(c), the
exercisability of the Rights in order to prepare and file such registration
statement and permit it to become effective. Upon such suspension, the Company
shall issue a public announcement stating that the exercisability of the Rights
has been temporarily suspended, as well as a public announcement at such time as
the suspension is no longer in effect, in each case with prompt written notice
to the Rights Agent. Notwithstanding any such provision of this Agreement to the
contrary, the Rights shall not be exercisable in any jurisdiction unless the
requisite qualification in such jurisdiction shall have been obtained.

              (d) The Company covenants and agrees that it will take all such
action as may be necessary to ensure that all shares of Common Stock of the
Company delivered upon the exercise of the Rights shall, at the time of delivery
of the certificates or depositary receipts for such shares (subject to payment
of the Exercise Price), be duly and validly authorized and issued and fully paid
and nonassessable.

              (e) Notwithstanding anything to the contrary provided in this
Agreement, the Company further covenants and agrees that it will pay when due
and payable any and all federal and state transfer taxes and charges which may
be payable in respect of the issuance or delivery of the Right Certificates or
of any certificates for shares of Common Stock of the Company and/or other
consideration 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 Right Certificates or the issuance or delivery of certificates
for any shares of Common Stock of the Company and/or other consideration to a
person other than, or in respect of the issuance or delivery of securities in a
name other than that of, the registered holder of the Right Certificates
evidencing Rights surrendered for exercise or to issue or deliver any
certificates for securities in a name other than that of the registered holder
upon the exercise of any Rights until such tax shall have been paid (any such
tax being payable by the holder of such Right Certificate at the time of
surrender) or until it has been established to the Company's satisfaction that
no such tax is due.

         Section 10. Common Stock Record Date. Each person in whose name any
certificate for any shares of Common Stock of the Company (or other securities)
is issued upon the exercise of Rights shall for all purposes be deemed to have
become the holder of record of such shares of Common Stock of the Company (or
such other securities, as the case may be) represented thereby on, and such
certificate shall be dated, the date upon which the Right 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 transfer books for the Common
Stock of the Company (or, if applicable, such other securities) are closed, such
person shall be deemed to have become the record holder of such shares on, and
such certificate shall be dated, the next succeeding Business Day on which such
transfer books are open; and further provided, however, that if delivery of
shares of Common Stock of the Company (or, if applicable, other securities) is
delayed pursuant to Section 9(c), such Person shall be deemed to have become the
record holder of such shares of Common Stock of the Company (or, if applicable,
such other securities) only when such shares first become deliverable. Prior to
the exercise of the Right evidenced thereby, the holder of a Right Certificate
shall not be entitled to any rights of a shareholder of the Company with respect
to shares for which the Rights shall be exercisable, including, without
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.

                                       15
<PAGE>

         Section 11. Adjustment of Exercise Price, Number and Kind of Shares or
Number of Rights. The Exercise Price, the number and kind of shares covered by
each 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 Close
of Business on March 30, 2007 (A) declare a dividend on the Common Stock of the
Company payable in shares of Common Stock of the Company, (B) subdivide the
outstanding Common Stock of the Company, (C) combine the outstanding Common
Stock of the Company into a smaller number of shares, or (D) issue, change or
alter any shares of its capital stock in a reclassification or recapitalization
(including any such reclassification or recapitalization in connection with a
consolidation or merger in which the Company is the continuing or surviving
Person), except as otherwise provided in this Section 11(a) and Section 7(e)
hereof, the Exercise Price in effect at the time of the record date for such
dividend or the effective time of such subdivision, combination,
reclassification or recapitalization, and the number and kind of shares of
capital stock issuable at such time, shall be proportionately adjusted so that
the holder of any Right exercised after such time shall be entitled to receive
the aggregate number and kind of shares of capital stock which, if such Right
had been exercised immediately prior to such time at the Exercise Price then in
effect and at a time when the transfer books for such capital stock were open,
such holder would have owned upon such exercise and been entitled to receive by
virtue of such dividend, subdivision, combination, reclassification or
recapitalization; provided, however, that in no event shall the consideration to
be paid upon the exercise of a Right be less than the aggregate par value of the
shares of capital stock of the Company issuable upon exercise of a Right. If an
event occurs which would require an adjustment under both Section 11(a)(i) and
Section 11(a)(ii) hereof, the adjustment provided for in this Section 11(a)(i)
shall be in addition to, and shall be made prior to, any adjustment required
pursuant to Section 11(a)(ii) hereof.

              (ii) Subject to the provisions of Section 24 hereof, in the event
any Person, alone or together with its Affiliates and Associates, shall,
subsequent to the Close of Business on March 30, 2007, become an Acquiring
Person, then, promptly following any such occurrence (a "Section 11(a)(ii)
Event"), proper provision shall be made so that each holder of a Right, except
as provided in Section 7(e) hereof, shall thereafter have a right to receive,
upon exercise thereof at the then current Exercise Price in accordance with the
terms of this Agreement, such number of shares of Common Stock of the Company as
shall equal the result obtained by (x) multiplying the then current Exercise
Price by the then number of shares of Common Stock of the Company for which a
Right was exercisable immediately prior to the first occurrence of a Section
11(a)(ii) Event, whether or not such Right was then exercisable, and dividing
that product by (y) 50% of the Fair Market Value per share of Common Stock of
the Company (determined pursuant to Section 11(d)) on the date of the occurrence
of a Section 11(a)(ii) Event (such number of shares being referred to as the
"Adjustment Shares").

                                       16
<PAGE>

              (iii) In lieu of issuing any shares of Common Stock of the Company
in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant
to a vote of the Board of Directors of the Company, may, and in the event that
the number of shares of Common Stock of the Company which are authorized by the
Company's Certificate of Incorporation but not outstanding or reserved for
issuance for purposes other than upon exercise of the Rights is not sufficient
to permit the exercise in full of the Rights in accordance with the foregoing
subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a
vote of the Board of Directors of the Company, shall take such action as may be
necessary to authorize additional shares of Common Stock of the Company for
issuance upon exercise of the Rights. In the event that the Company shall, after
good faith effort, be unable to take such actions as may be necessary to
authorize such additional shares of Common Stock of the Company, the Company,
acting by or pursuant to a vote of the Board of Directors of the Company, shall:
(A) determine the excess of (X) the Fair Market Value of the Adjustment Shares
issuable upon the exercise of a Right (the "Current Value") over (Y) the
Exercise Price attributable to each Right (such excess being referred to as the
"Spread"), and (B) with respect to all or a portion of each Right (subject to
Section 7(e) hereof), make adequate provision to substitute for the Adjustment
Shares, upon payment of the applicable Exercise Price, (1) Common Stock of the
Company or other equity securities, if any, of the Company (including without
limitation shares, or units of shares, of Preferred Stock that the Board of
Directors of the Company has determined to have the same value as shares of
Common Stock of the Company (such shares of equity securities being referred to
herein as "Common Stock Equivalents")), to the extent permitted by the Company's
Certificate of Incorporation, (2) cash, (3) a reduction in the Exercise Price,
(4) debt securities of the Company, (5) other assets or securities of the
Company, or (6) any combination of the foregoing having an aggregate value equal
to the Current Value, where such aggregate value has been determined by the
Board of Directors of the Company after receiving advice of a nationally
recognized investment banking firm selected by the Board of Directors of the
Company; provided, however, that if the Company shall not have made adequate
provision to deliver value pursuant to clause (B) above within thirty (30) days
following the later of (x) the first occurrence of a Section 11(a)(ii) Event,
and (y) the date on which the Company's right of redemption pursuant to Section
23(a) expires (the later of (x) and (y) being referred to herein as the "Section
11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon
the surrender for exercise of a Right and without requiring payment of the
Exercise Price, shares of Common Stock of the Company (to the extent available)
and then, if necessary, cash, which shares and/or cash have an aggregate value
equal to the Spread. If the Board of Directors of the Company shall determine in
good faith that it is likely that sufficient additional shares of Common Stock
of the Company could be authorized for issuance upon exercise in full of the
Rights, the 30-day period set forth above may be extended to the extent
necessary, but not more than ninety (90) days after the Section 11(a)(ii)
Trigger Date, in order that the Company may seek shareholder approval for the
authorization of such additional shares (such period, as it may be extended,
being referred to herein as the "Substitution Period"). To the extent that the
Company determines that some action need be ta