TERMINATION AGREEMENT

<PAGE>

TERMINATION AGREEMENT

This TERMINATION AGREEMENT, dated as of December 28, 2006
(this "Agreement"), is between Alpharma Inc., a Delaware corporation (the
"COMPANY"), and Computershare Trust Company, N.A. ("COMPUTERSHARE").

WHEREAS, the Company and Computershare entered into a Public
Shareholder Protection Plan (the "PLAN"), dated as of November 22nd 2006, a copy
of which is attached hereto as Annex A.

WHEREAS, the Parties desire to terminate the Plan, as of the
date first set forth above (the "Termination Date").

NOW, THEREFORE, in consideration of the foregoing and for good
and valuable consideration, the adequacy of which is hereby acknowledged, the
Parties agree as follows:

Section 1. Termination. The Parties agree that the Plan, is
terminated by mutual consent as of the Termination Date, and that from and after
the Termination Date no Party will have any liability or obligation to any other
Party under the Plan.

Section 2. Governing Law. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

Section 3. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.

[SIGNATURE PAGE FOLLOWS]

<PAGE>


IN WITNESS WHEREOF, each of the undersigned has caused its
duly authorized officer to execute and deliver this Termination Agreement as of
December 28, 2006.


Alpharma Inc.

By: /s/ Robert F. Wrobel
---------------------------------------
Name: Robert F. Wrobel
Title: Executive Vice President &
Chief Legal Officer


Computershare Trust Company, N.A.

By: /s/ Dennis V. Moccia
---------------------------------------
Name: Dennis V. Moccia
Title: Managing Director

<PAGE>

ANNEX A

PUBLIC SHAREHOLDER PROTECTION PLAN

See attached.
<PAGE>

================================================================================

ALPHARMA INC.

and

Computershare Trust Company, N.A.

as Agent

Public Shareholder Protection Plan

Dated as of November 22, 2006

================================================================================

<PAGE>

PUBLIC SHAREHOLDER PROTECTION PLAN

This Public Shareholder Protection Plan (this "PLAN"), dated as of
November 22, 2006, between Alpharma Inc., a Delaware corporation (the
"COMPANY"), and Computershare Trust Company, N.A. as Agent (the "AGENT").

RECITALS

WHEREAS, the Board of Directors of the Company has appointed a Special
Committee of the Board of Directors (the "SPECIAL COMMITTEE") to evaluate a
possible transaction between the Company and A.L. Industrier ASA, the holder of
all of the outstanding Shares of Class B common stock of the Company, or a
possible transaction that results in a significant change to the Company's
capitalization.

WHEREAS, the Board of Directors at such meeting also authorized the Special
Committee to recommend the Board of Directors to take such steps as the Special
Committee deemed appropriate to protect the Company's shareholders in connection
with such possible transactions.

WHEREAS, on November 20, 2006, the Special Committee recommended to the
Board of Directors of the Company that the Board of Directors adopt a Public
Shareholder Protection Plan.

WHEREAS, on November 22, 2006, the Board of Directors of the Company
adopted this Plan, and has authorized and declared a dividend of one preferred
share purchase right (a "RIGHT") for each Class A Common Share (as defined in
Section 1.7) and each Class B Common Share (as defined in Section 1.8)
outstanding at the close of business on December 5, 2006 (the "RECORD DATE") and
has authorized and directed the issuance of one Right (subject to adjustment as
provided herein) with respect to each Common Share (as defined in Section 1.11)
that shall become outstanding between the Record Date and the earliest of the
Distribution Date and the Expiration Date (as such terms are defined in Sections
3.1 and 7.1), each Right initially representing the right to purchase one
one-thousandth (subject to adjustment) of a share of Series A Junior
Participating Preferred Stock (the "PREFERRED SHARES") of the Company having the
rights, powers and preferences set forth in the form of Certificate of
Designations attached hereto as Exhibit A, upon the terms and subject to the
conditions hereinafter set forth; provided, however, that Rights may be issued
with respect to Common Shares that shall become outstanding after the
Distribution Date and prior to the Expiration Date in accordance with Section
22.

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 Plan, the following
terms have the meanings indicated:


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1.1. "ACQUIRING PERSON" shall mean any Class B Holder who
takes an action that results in a Trigger Event occurring.

1.2. "AFFILIATE" and "ASSOCIATE" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act as in effect on the date of this Plan.

1.3. "AFFILIATE TRANSACTION" shall mean a merger or
combination of the Company with, or sale of a material portion of the
Company's and its Subsidiaries' assets to, or any other similar transaction
with, a Class B Holder or an Affiliate or Associate of a Class B Holder.

1.4. 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 beneficially owns, directly or indirectly (as determined
pursuant to Rule 13d-3 of the General Rules and Regulations under the
Exchange Act as in effect on the date of this Plan);

(ii) which such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has (A) the right to acquire
(whether such right is exercisable immediately, or only after the
passage of time, compliance with regulatory requirements, fulfillment
of a condition or otherwise) 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, warrants
or options, or otherwise; provided, however, that a Person shall not
be deemed the Beneficial Owner of, or to beneficially own securities
which such Person or any of such Person's Affiliates or Associates may
acquire, does or do acquire or may be deemed to acquire or may be
deemed to have the right to acquire, pursuant to any merger or other
acquisition agreement between the Company and such Person (or one or
more of such Person's Affiliates or Associates) if prior to such
Person becoming an Acquiring Person both (1) the affirmative vote of a
majority of the members of the Board Committee, and (2) the
affirmative vote of a majority of the votes cast thereon by the
holders of Common Shares (other than the Acquiring Person or any of
its Affiliates or Associates) at a duly held meeting of such
shareholders have approved such agreement and determined that such
Person shall not be or be deemed to be the Beneficial Owner of such
securities within the meaning of this Section 1.4; 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, 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 to such Person in response to a public proxy or consent
solicitation made pursuant to, and in accordance with, the applicable
rules and regulations of the Exchange Act and (2) is not also then


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reportable on Schedule 13D under the Exchange Act (or any comparable
or successor report); or

(iii) which are beneficially owned, directly or indirectly, by
any other Person (or any Affiliate or Associate thereof) and with
respect to which such Person or any of such Person's Affiliates or
Associates has any agreement, arrangement or understanding (other than
customary agreements with and between underwriters and selling group
members with respect to a bona fide public offering of securities),
whether or not in writing, for the purpose of acquiring, holding,
voting (except pursuant to a revocable proxy or consent as described
in the proviso to Section 1.4(ii)(B)) or disposing of any securities
of the Company;

provided, however, that no Person who is an officer, director or employee
of an Exempt Person shall be deemed, solely by reason of such Person's
status or authority as such, to be the "Beneficial Owner" of, to have
"Beneficial Ownership" of or to "beneficially own" any securities that are
"beneficially owned" (as defined in this Section 1.4), including, without
limitation, in a fiduciary capacity, by an Exempt Person or by any other
such officer, director or employee of an Exempt Person; and provided,
further, no Person shall be deemed to be the "Beneficial Owner" of, to have
"Beneficial Ownership" of or to "beneficially own" any securities that are
"beneficially owned" pursuant to the ownership or exercise of options
issued by the Company to acquire Class A Common Shares.

1.5. "BOARD COMMITTEE" shall mean a committee of the Board
of Directors of the Company comprised solely of disinterested directors
independent of the Class B Holder and any of its Affiliates and Associates;
provided, however, that any director of such committee shall not be deemed
interested and not independent of the Class B Holder and any of its
Affiliates and Associates solely by virtue of the fact that that director
was nominated and/or elected by the Class B Holder.

1.6. "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.

1.7. "CLASS A COMMON SHARES" shall mean the shares of Class
A Common Stock, par value $.20 per share, of the Company.

1.8. "CLASS B COMMON SHARES" shall mean the shares of Class
B Common Stock, par value $.20 per share, of the Company.

1.9. "CLASS B HOLDER" shall mean any Person which, together
with such Person's Affiliates and Associates, is the Beneficial Owner of
50% or more of the Class B Common Shares then outstanding, but shall not
include an Exempt Person (as such term is hereinafter defined). For all
purposes of this Plan, any calculation of the number of Class B Common
Shares outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding Class B Common
Shares of which any Person is the Beneficial Owner, shall be made in
accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT"), as in effect on the date of this Plan.


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1.10. "CLOSE OF BUSINESS" on any given date shall mean 5:00
p.m., 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 time, on the next
succeeding Business Day.

1.11. "COMMON SHARES" when used with reference to the
Company shall mean, collectively, the Class A Common Shares and the Class B
Common Shares. "COMMON SHARES" when used with reference to any Person other
than the Company shall mean the capital stock with the greatest voting
power, or the equity securities or other equity interest having power to
control or direct the management, of such other Person or, if such Person
is a Subsidiary (as such term is hereinafter defined) of another Person,
the Person or Persons which ultimately control such first-mentioned Person,
and which has issued and outstanding such capital stock, equity securities
or equity interest.

1.12. "EXEMPT PERSON" shall mean the Company and any
Subsidiary of the Company, in each case including, without limitation, in
its fiduciary capacity, or any employee benefit plan of the Company or of
any Subsidiary of the Company or any entity or trustee holding shares of
capital stock of the Company for or pursuant to the terms of any such plan,
or for the purpose of funding other employee benefits for employees of the
Company or any Subsidiary of the Company.

1.13. "PERSON" shall mean any individual, partnership, joint
venture, limited liability company, firm, corporation, unincorporated
association, trust or other entity, and shall include any successor (by
merger or otherwise) of such entity.

1.14. "SUBSIDIARY" of any Person shall mean any corporation
or other entity of which a majority of the voting power of the voting
equity securities or equity interests is owned, of record or beneficially,
directly or indirectly, by such Person.

1.15. A "TRIGGER EVENT" shall be deemed to have occurred
upon the earliest of (i) a Class B Holder acquiring Beneficial Ownership of
more than 1% of the outstanding Class A Common Shares (other than through
ownership or conversion of the Class B Common Shares) on or after the date
the Class B Holder first becomes a Class B Holder; (ii) a Class B Holder
publicly announcing (by press release, filing with the Securities and
Exchange Commission or otherwise) its intent to acquire Beneficial
Ownership of more than 1% of the outstanding Class A Common Shares (other
than through ownership or conversion of the Class B Common Shares),
including, without limitation, in a tender or exchange offer, on or after
the date the Class B Holder first becomes a Class B Holder; and (iii) a
Class B Holder announcing its intent to cause the Company to effect an
Affiliate Transaction.

1.16. The following terms shall have the meanings defined
for such terms in the Sections set forth below:

<TABLE>
<CAPTION>
Term Section
---- -------
<S> <C>
Agent Preamble
Adjustment Shares 11.1.2
common stock equivalent 11.1.3
Company Preamble
current per share market price 11.4.1
</TABLE>


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<TABLE>
<S> <C>
Current Value 11.1.3
Distribution Date 3.1
equivalent preferred stock 11.2
Exchange Act 1.9
Exchange Consideration 27.1
Expiration Date 7.1
Final Expiration Date 7.1
NYSE 9
Plan Preamble
Preferred Shares Recitals
Principal Party 13.2
Purchase Price 4
Record Date Recitals
Redemption Date 7.1
Redemption Price 23.1
Right Recitals
Right Certificate 3.1
Agent Recitals
SEC 1.15
Security 11.4.1
Special Committee Recitals
Spread 11.1.3
Substitution Period 11.1.3
Summary of Rights 3.2
Trading Day 11.4.1
Trigger Event Announcement Date 3.1
</TABLE>

Section 2. Appointment of Agent.

2.1. The Company hereby appoints the Agent to act as agent
for the Company and the holders of the Rights (who, in accordance with
Section 3, shall prior to the Distribution Date also be the holders of the
Common Shares) in accordance with the terms and conditions hereof, and the
Agent hereby accepts such appointment. The Company may from time to time
appoint such co-Agents as it may deem necessary or desirable, upon ten (10)
days' prior written notice to the Agent. The Agent shall have no duty to
supervise, and in no event be liable for, the acts or omissions of any such
co-Agents.

2.2. In the event the Company appoints one or more
co-Agents, the respective duties of the Agent and any co-Agent shall be as
the Company shall determine. Contemporaneously with such appointment, if
any, the Company shall notify the Agent thereof.

Section 3. Issuance of Right Certificates.

3.1. Rights Evidenced by Share Certificates. Until the
Distribution Date, (x) the Rights (unless earlier expired, redeemed or
terminated) will be evidenced (subject to the provisions of Section 3.2) by
the certificates for Common Shares registered in the names of the holders
thereof (which certificates for Common Shares shall also be deemed to be
Right


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Certificates) and not by separate certificates, and (y) the Rights (and the
right to receive certificates therefor) will be transferable only in
connection with the transfer of the underlying Common Shares. A
"DISTRIBUTION DATE" shall mean the earliest date on which a Trigger Event
occurs, but shall be suspended if the Acquiring Person enters into an
agreement with the Company not to consummate the underlying transaction
without approval of both (i) the affirmative vote of a majority of the
members of the Board Committee, and (ii) the affirmative vote of a majority
of the votes cast thereon by the holders of Common Shares (other than the
Acquiring Person or any of its Affiliates or Associates) at a duly held
meeting of such shareholders; provided, however, if such transaction is not
so approved, but the Class B Holder nevertheless continues to pursue such
transaction, the Distribution Date shall be deemed to have occurred on the
date of the original announcement (such date, the "TRIGGER EVENT
ANNOUNCEMENT DATE") of such transaction. Upon the occurrence of a Trigger
Event Announcement Date, the Company shall send notice to the Agent that a
Trigger Event Announcement Date has occurred and the Agent will provide to
the Company a list of all record holders of Common Shares as of the close
of business on the Trigger Event Announcement Date. As soon as practicable
after the Distribution Date, the Company will prepare and execute, the
Agent will countersign and the Company (or, if requested, the Agent) will
send, by first-class, postage-prepaid mail, to each record holder of Common
Shares as of the close of business on the Distribution Date (other than any
Acquiring Person or any Associate or Affiliate of an Acquiring Person), at
the address of such holder shown on the records of the Company, one or more
certificates for Rights, in substantially the form of Exhibit B hereto (a
"RIGHT CERTIFICATE"), evidencing one Right (subject to adjustment as
provided herein) for each Common Share so held. As of the Distribution
Date, the Rights will be evidenced solely by such Right Certificates.

3.2. Summary of Rights. On the Record Date or as soon as
practicable thereafter, the Company will send or cause to be sent a copy of
a Summary of Rights to Purchase Preferred Shares, in substantially the form
attached hereto as Exhibit C (the "SUMMARY OF RIGHTS"), by first-class,
postage-prepaid mail, to each record holder of Common Shares as of the
close of business on the Record Date at the address of such holder shown on
the records of the Company. With respect to certificates for Common Shares
outstanding as of the close of business on the Record Date, until the
Distribution Date (or the earlier Expiration Date), the Rights will be
evidenced by such certificates for Common Shares registered in the names of
the holders thereof together with a copy of the Summary of Rights and the
registered holders of the Common Shares shall also be registered holders of
the associated Rights. Until the Distribution Date (or the earlier
Expiration Date), the surrender for transfer of any certificate for Common
Shares outstanding at the close of business on the Record Date, with or
without a copy of the Summary of Rights, shall also constitute the transfer
of the Rights associated with the Common Shares represented thereby.

3.3. New Certificates After Record Date. Certificates for
Common Shares which become outstanding (whether upon issuance out of
authorized but unissued Common Shares, disposition out of treasury or
transfer or


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exchange of outstanding Common Shares) after the Record Date, but prior to
the earliest of the Distribution Date or the Expiration Date, shall have
impressed, printed, stamped, written or otherwise affixed onto them the
following legend:

This certificate also evidences and entitles the holder hereof to
certain rights (the "RIGHTS") as set forth in the Public Shareholder
Protection Plan between Alpharma Inc. (the "COMPANY") and
Computershare Trust Company, N.A. as Agent, as the same may be amended
from time to time (the "PLAN"), the terms of which are hereby
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 Plan, such Rights will be evidenced
by separate certificates and will no longer be evidenced by this
certificate. The Company will mail to the holder of this certificate a
copy of the Plan without charge after receipt of a written request
therefor. AS DESCRIBED IN THE PLAN, RIGHTS WHICH ARE OWNED BY,
TRANSFERRED TO OR HAVE BEEN OWNED BY ACQUIRING PERSONS OR ASSOCIATES
OR AFFILIATES THEREOF (AS DEFINED IN THE PLAN) SHALL BECOME NULL AND
VOID AND WILL NO LONGER BE TRANSFERABLE.

With respect to such certificates containing the foregoing legend, until the
Distribution Date (or the earlier Expiration Date), the Rights associated with
the Common Shares represented by such certificates shall be evidenced by such
certificates alone, and the surrender for transfer of any such certificates,
except as otherwise provided herein, shall also constitute the transfer of the
Rights associated with the Common Shares represented thereby. In the event that
the Company purchases or acquires any Common Shares after the Record Date but
prior to the Distribution Date, any Rights associated with such Common Shares
shall be deemed canceled and retired so that the Company shall not be entitled
to exercise any Rights associated with the Common Shares which are no longer
outstanding.

Notwithstanding this Section 3.3, the omission of a legend shall not affect
the enforceability of any part of this Plan or the rights of any holder of the
Rights.

Section 4. Form of Right Certificates. The Right Certificates (and the
forms of election to purchase shares, certification and assignment to be printed
on the reverse thereof) shall be substantially the same as Exhibit B 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 Plan, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange or trading system
on which the Rights may from time to time be listed or quoted, or to conform to
usage. Subject to the terms and conditions hereof, the Right Certificates,
whenever issued, shall be dated as of the Record Date, and shall show the date
of countersignature by the Agent, and on their face shall entitle the holders
thereof to purchase such number of one one-thousandths of a Preferred Share as
shall be set forth therein at the price per one one-thousandth of a Preferred
Share set forth therein (the "PURCHASE PRICE"), but the number of such one
one-thousandths of a Preferred Share and the Purchase Price shall be subject to
adjustment as provided herein.


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Section 5. Countersignature and Registration. The Right Certificates shall
be executed on behalf of the Company by any member of the Board, its President
or any of its Vice Presidents, either manually or by facsimile signature. The
Right Certificates shall be countersigned, either manually or by facsimile
signature, by an authorized signatory of the Agent, but it shall not be
necessary for the same signatory to countersign all of the Right Certificates
hereunder. No Right Certificate shall be valid for any purpose unless so
countersigned. 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 Agent and issuance and delivery by the Company, such
Right Certificates, nevertheless, may be countersigned by the 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 Certificate 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 Plan any such person was not such an officer.

Following the Distribution Date, the Agent will keep or cause to be kept,
at its principal office, 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, the certificate number of 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. Subject
to the provisions of Section 11.1.2 and Section 14, 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 Right Certificates (other than
Right Certificates representing Rights that have become void pursuant to Section
11.1.2 or that have been exchanged pursuant to Section 27) may be transferred,
split up or combined or exchanged for another Right Certificate or Right
Certificates, entitling the registered holder to purchase a like number of one
one-thousandths of a Preferred Share as the Right Certificate or Right
Certificates surrendered then entitled such holder to purchase. Any registered
holder desiring to transfer, split up or combine or exchange any Right
Certificate shall make such request in writing delivered to the Agent, and shall
surrender, together with any required form of assignment and certificate duly
completed, the Right Certificate or Right Certificates to be transferred, split
up or combined or exchanged at the office of the Agent designated for such
purpose. Neither the Agent nor the Company shall be obligated to take any action
whatsoever with respect to the transfer of any such surrendered Right
Certificate or Right Certificates 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 or Right Certificates 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 Agent shall countersign and deliver to
the person entitled thereto a Right Certificate or Right Certificates, as the
case may be, as so requested. The Company may require payment from the holders
of Right Certificates of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer, split up or
combination or exchange of such Right Certificates.


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Subject to the provisions of Section 11.1.2, at any time after the
Distribution Date and prior to the Expiration Date, upon receipt by the Company
and the 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 reasonably satisfactory to them, and, at
the Company's request, reimbursement to the Company and the Agent of all
reasonable expenses incidental thereto, and upon surrender to the Agent and
cancellation of the Right Certificate if mutilated, the Company will make and
deliver a new Right Certificate of like tenor to the 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; Purchase Price; Expiration Date of Rights.

7.1. Exercise of Rights. Subject to Section 11.1.2 and
except as otherwise provided herein, the registered holder of any Right
Certificate may exercise the Rights evidenced thereby 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 certification on the
reverse side thereof duly executed, to the Agent at the office of the Agent
designated for such purpose, together with payment of the aggregate
Purchase Price for the total number of one one-thousandths of a Preferred
Share (or other securities, cash or other assets) as to which the Rights
are exercised, at or prior to the time (the "EXPIRATION DATE") that is the
earliest of (i) the close of business on November 22, 2016 (the "FINAL
EXPIRATION DATE"), (ii) the time at which the Rights are redeemed as
provided in Section 23 (the "REDEMPTION DATE"), (iii) the closing of any
merger or other acquisition transaction involving the Company pursuant to
an agreement of the type described in Section 13.3 at which time the Rights
are deemed terminated, or (iv) the time at which the Rights are exchanged
as provided in Section 27.

7.2. Purchase. The Purchase Price for each one
one-thousandth of a Preferred Share pursuant to the exercise of a Right
shall be initially $120.00, shall be subject to adjustment from time to
time as provided in Sections 11, 13 and 26 and shall be payable in lawful
money of the United States of America in accordance with Section 7.3.

7.3. Payment Procedures. Upon receipt of a Right Certificate
representing exercisable Rights, with the form of election to purchase and
certification duly executed, accompanied by payment of the aggregate
Purchase Price for the total number of one one-thousandths of a Preferred
Share to be purchased and an amount equal to any applicable transfer tax
required to be paid by the holder of such Right Certificate in accordance
with Section 9, in cash or by certified or cashier's check or money order
payable to the order of the Company, the Agent shall thereupon promptly
(i)(A) requisition from any transfer agent of the Preferred Shares (or make
available, if the Agent is the transfer agent) certificates for the number
of Preferred Shares to be purchased and the Company hereby irrevocably
authorizes its transfer agent to comply with all such requests, or (B) if
the Company shall have elected to deposit the total number of Preferred
Shares issuable upon exercise of the Rights hereunder with a depository
agent, requisition from the depositary agent


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depositary receipts representing interests in such number of one
one-thousandths of a Preferred Share as are to be purchased (in which case
certificates for the Preferred Shares represented by such receipts shall be
deposited by the transfer agent with the depositary agent) and the Company
hereby directs the depositary agent to comply with all such requests, (ii)
when appropriate, requisition from the Company the amount of cash to be
paid in lieu of the issuance of fractional shares in accordance with
Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly
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, 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 of the
Company, pay cash and/or distribute other property pursuant to Section
11.1.3, the Company will make all arrangements necessary so that such other
securities, cash and/or other property are available for distribution by
the Agent, if and when appropriate.

7.4. Partial Exercise. 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 Agent and delivered to the
registered holder of such Right Certificate or to his duly authorized
assigns, subject to the provisions of Section 14.

7.5. Full Information Concerning Ownership. Notwithstanding
anything in this Plan to the contrary, neither the 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 the certificate contained in the form of election
to purchase set forth on the reverse side of the Right Certificate
surrendered for such exercise shall have been duly completed and signed by
the registered holder thereof and the Company shall have been provided with
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.

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 to any of its
agents, be delivered to the Agent for cancellation or in canceled form, or, if
surrendered to the 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 Plan. The Company shall deliver to the Agent for cancellation
and retirement, and the Agent shall so cancel and retire, any other Right
Certificate purchased or acquired by the Company otherwise than upon the
exercise thereof. The Agent shall deliver all canceled Right Certificates to the
Company, or shall, at the written request of the Company, destroy such canceled
Right Certificates, and in such case shall deliver a certificate of destruction
thereof to the Company.


10

<PAGE>

Section 9. Reservation and Availability of Capital Stock. The Company
covenants and agrees that from and after the Distribution Date it will cause to
be reserved and kept available out of its authorized and unissued Preferred
Shares (and, following the occurrence of a Trigger Event, out of its authorized
and unissued Class A Common Shares or other securities or out of its shares held
in its treasury) the number of Preferred Shares (and, following the occurrence
of a Trigger Event, Class A Common Shares and/or other securities) that will be
sufficient to permit the exercise in full of all outstanding Rights.

So long as the Preferred Shares (and, following the occurrence of a Trigger
Event, Class A Common Shares and/or other securities) issuable upon the exercise
of Rights may be listed on any national securities exchange or traded in the
over-the-counter market and quoted on the New York Stock Exchange, Inc. (the
"NYSE"), the Company shall use its best efforts to cause, from and after such
time as the Rights become exercisable, all shares reserved for such issuance to
be listed or admitted to trading on such exchange or quoted on the NYSE upon
official notice of issuance upon such exercise.

The Company covenants and agrees that it will take all such action as may
be necessary to ensure that all Preferred Shares (and, following the occurrence
of a Trigger Event, Class A Common Shares and/or other securities) delivered
upon exercise of Rights shall, at the time of delivery of the certificates for
such shares (subject to payment of the Purchase Price), be duly and validly
authorized and issued and fully paid and nonassessable shares.

From and after such time as the Rights become exercisable, the Company
shall use its best efforts, if then necessary to permit the issuance of
Preferred Shares upon the exercise of Rights, to register and qualify such
Preferred Shares under the Securities Act and any applicable state securities or
"Blue Sky" laws (to the extent exemptions therefrom are not available), cause
such registration statement and qualifications to become effective as soon as
possible after such filing and keep such registration and qualifications
effective until the earlier of the date as of which the Rights are no longer
exercisable for such securities and the Expiration Date. The Board Committee may
cause the Company to temporarily suspend, for a period of time not to exceed
ninety (90) days, the exercisability of the Rights in order to prepare and file
a registration statement under the Securities Act and permit it to become
effective. Upon any such suspension, the Board Committee shall cause the Company
to 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. Notwithstanding any provision of this Plan 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 Securities Act (if required) shall have been
declared effective.

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 Preferred Shares (or Class A Common Shares and/or other securities, as the
case may be) 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 to a person other than, or the issuance or
delivery of certificates for the Preferred Shares (or Class A Common Shares
and/or other securities, as the case may be) in a name other than that of, the
registered holder of the Right Certificate


11
<PAGE>

evidencing Rights surrendered for exercise or to issue or deliver any
certificates for Preferred Shares (or Class A Common Shares and/or other
securities, as the case may be) in a name other than that of the registered
holder upon the exercise of any Rights until any 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. Preferred Shares Record Date. Each person in whose name any
certificate for Preferred Shares (or Class A Common Shares and/or other
securities, as the case may be) is issued upon the exercise of Rights shall for
all purposes be deemed to have become the holder of record of the Preferred
Shares (or Class A Common Shares and/or 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 Purchase 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 Shares (or Class A Common Shares and/or other securities, as the case
may be) transfer books of the Company are closed, such person shall be deemed to
have become the record holder of such shares (fractional or otherwise) on, and
such certificate shall be dated, the next succeeding Business Day on which the
Preferred Shares (or Class A Common Shares and/or other securities, as the case
may be) transfer books of the Company are open. Prior to the exercise of the
Rights evidenced thereby, the holder of a Right Certificate shall not be
entitled to any rights of a holder of Preferred Shares for which the Rights
shall be exercisable, including, without limitation, the right to vote or to
receive dividends or other distributions, and shall not be entitled to receive
any notice of any proceedings of the Company, except as provided herein.

Section 11. Adjustment of Purchase Price, Number of Shares or Number of
Rights. The Purchase Price, the number of Preferred Shares or other securities
or property purchasable upon exercise of each Right and the number of Rights
outstanding are subject to adjustment from time to time as provided in this
Section 11.

11.1. Post-Execution Events.

11.1.1. Corporate Dividends, Reclassifications, Etc. In the event
the Company shall at any time after the date of this Plan (A) declare
and pay a dividend on the Preferred Shares payable in Preferred
Shares, (B) subdivide the outstanding Preferred Shares, (C) combine
the outstanding Preferred Shares into a smaller number of Preferred
Shares or (D) issue any shares of its capital stock in a
reclassification of the Preferred Shares (including any such
reclassification in connection with a consolidation or merger in which
the Company is the continuing or surviving corporation), except as
otherwise provided in this Section 11.1, the Purchase Price in effect
at the time of the record date for such dividend or of the effective
date of such subdivision, combination or reclassification, and the
number and kind of shares of capital stock issuable on such date,
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 date and at a time when the
Preferred Shares transfer books of the Company were open, he would
have owned upon such exercise and been entitled to receive by virtue
of


12

<PAGE>

such dividend, subdivision, combination or reclassification; provided,
however, that in no event shall the consideration to be paid upon the
exercise of one Right be less than the aggregate par value of the
shares of capital stock of the Company issuable upon exercise of one
Right. If an event occurs which would require an adjustment under both
Section 11.1.1 and Section 11.1.2, the adjustment provided for in this
Section 11.1.1 shall be in addition to, and shall be made prior to,
the adjustment required pursuant to, Section 11.1.2.

11.1.2. Acquiring Person Events; Triggering Events. Subject to
Sections 23.1 and 27, from and after the Distribution Date, each
holder of a Right, except as provided below, shall thereafter have a
right to receive, upon exercise thereof at a price per Right equal to
the then current Purchase Price multiplied by the number of one
one-thousandths of a Preferred Share for which a Right is then
exercisable (without giving effect to this Section 11.1.2), in
accordance with the terms of this Plan and in lieu of Preferred
Shares, such number of Class A Common Shares as shall equal the result
obtained by (x) multiplying the then current Purchase Price by the
then number of one one-thousandths of a Preferred Share for which a
Right is then exercisable (without giving effect to this Section
11.1.2) and (y) dividing that product by 50% of the current per share
market price of the Class A Common Shares (determined pursuant to
Section 11.4) on the first of the date of the occurrence of, or the
date of the first public announcement of, a Trigger Event (the
"ADJUSTMENT SHARES"); provided that the Purchase Price and the number
of Adjustment Shares shall thereafter be subject to further adjustment
as appropriate in accordance with Section 11.6. Notwithstanding the
foregoing, upon the occurrence of a Trigger Event, any Rights that are
or were acquired or beneficially owned by (1) any Acquiring Person or
any Associate or Affiliate thereof, (2) a transferee of any Acquiring
Person (or of any such Associate or Affiliate) who becomes a
transferee after the Acquiring Person becomes such, or (3) a
transferee of any 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 regarding the
transferred Rights or (B) a transfer which a Board Committee has
determined is part of a plan, arrangement or understanding which has
as a primary purpose or effect avoidance of this Section 11.1.2, and
subsequent transferees, shall become void without any further action,
and any holder (whether or not such holder is an Acquiring Person or
an Associate or Affiliate of an Acquiring Person) of such Rights shall
thereafter have no right to exercise such Rights under any provision
of this Plan (including, without limitation, Section 7.1 or this
Section 11.1.2) or otherwise. From and after the Trigger Event, no
Right Certificate shall be issued pursuant to Section 3 or Section 6
that represents Rights that are or have become void pursuant to the
provisions of this paragraph, and any Right Certificate delivered to
the Agent that represents Rights that are or have become void pursuant
to the provisions of this paragraph shall be canceled.


13

<PAGE>

The Company shall use all reasonable efforts to ensure that the
provisions of this Section 11.1.2 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 any
Acquiring Person or its Affiliates, Associates or transferees
hereunder.

From and after the occurrence of an event specified in Section
13.1, any Rights that theretofore have not been exercised pursuant to
this Section 11.1.2 shall thereafter be exercisable only in accordance
with Section 13 and not pursuant to this Section 11.1.2.

11.1.3. Insufficient Shares. The Board Committee may at its
option cause the Company to substitute for a Class A Common Share
issuable upon the exercise of Rights in accordance with the foregoing
Section 11.1.2 a number of Preferred Shares or fraction thereof such
that the current per share market price of one Preferred Share
multiplied by such number or fraction is equal to the current per
share market price of one Class A Common Share. In the event that upon
the occurrence of a Trigger Event there shall not be sufficient Class
A Common Shares authorized but unissued, or held by the Company as
treasury shares, to permit the exercise in full of the Rights in
accordance with the foregoing Section 11.1.2, the Company shall take
all such action as may be necessary to authorize additional Class A
Common Shares for issuance upon exercise of the Rights, provided,
however, that if the Board Committee determines that the Company is
unable to cause the authorization of a sufficient number of additional
Class A Common Shares, then, in the event the Rights become
exercisable, the Board Committee, with respect to each Right and to
the extent necessary and permitted by applicable law and any
agreements or instruments in effect on the date hereof to which it is
a party, shall: (A) determine the excess of (1) the value of the
Adjustment Shares issuable upon the exercise of a Right (the "CURRENT
VALUE"), over (2) the Purchase Price (such excess, the "SPREAD") and
(B) with respect to each Right (other than Rights which have become
void pursuant to Section 11.1.2), cause the Company to make adequate
provision to substitute for the Adjustment Shares, upon payment of the
applicable Purchase Price, (1) cash, (2) a reduction in the Purchase
Price, (3) Preferred Shares or other equity securities of the Company
(including, without limitation, shares, or fractions of shares, of
preferred stock which, by virtue of having dividend and liquidation
rights substantially comparable to those of the Class A Common Shares,
the Board Committee has deemed in good faith to have substantially the
same value as Class A Common Shares) (each such share of preferred
stock or fractions of shares of preferred stock constituting a "COMMON
STOCK EQUIVALENT"), (4) debt securities of the Company, (5) other
assets 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 Committee based upon the advice of a
nationally recognized investment banking firm selected in good faith
by the Board Committee; 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


14

<PAGE>
occurrence of a Trigger Event, then the Company shall be obligated to
deliver, to the extent necessary and permitted by applicable law and
any agreements or instruments in effect on the date hereof to which it
is a party, upon the surrender for exercise of a Right and without
requiring payment of the Purchase Price, Class A Common Shares (to the
extent available) and then, if necessary, such number or fractions of
Preferred Shares (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 Committee of the Company shall determine in good
faith that it is unlikely that sufficient additional Class A Common
Shares could be authorized for issuance upon exercise in full of the
Rights, the thirty (30) day period set forth above may be extended and
re-extended to the extent necessary, but not more than ninety (90)
days following the occurrence of a Trigger Event, in order that the
Company may seek stockholder approval for the authorization of such
additional shares (such period as may be extended, the "SUBSTITUTION
PERIOD"). To the extent that the Board Committee determines that some
action need be taken pursuant to the second and/or third sentences of
this Section 11.1.3, the Company (x) shall provide that such action
shall apply uniformly to all outstanding Rights, and (y) may suspend
the exercisability of the Rights until the expiration of the
Substitution Period in order to seek any authorization of additional
shares and/or to decide the appropriate form of distribution to be
made pursuant to such first sentence and to determine the value
thereof. In the event of any 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. For purposes of
this Section 11.1.3, the value of a Class A Common Share shall be the
current per share market price (as determined pursuant to Section
11.4) on the date of the occurrence of a Trigger Event and the value
of any "common stock equivalent" shall be deemed to have the same
value as the Class A Common Shares on such date. The Board Committee
may, but shall not be required to, establish procedures to allocate
the right to receive Class A Common Shares upon the exercise of the
Rights among holders of Rights pursuant to this Section 11.1.3.

11.2. Dilutive Rights Offering. In case the Company shall
fix a record date for the issuance of rights, options or warrants to all
holders of Preferred Shares entitling them (for a period expiring within
forty-five (45) calendar days after such record date) to subscribe for or
purchase Preferred Shares (or securities having the same rights, privileges
and preferences as the Preferred Shares ("EQUIVALENT PREFERRED STOCK")) or
securities convertible into Preferred Shares or equivalent preferred stock
at a price per Preferred Share or per share of equivalent preferred stock
(or having a conversion or exercise price per share, if a security
convertible into or exercisable for Preferred Shares or equivalent
preferred stock) less than the current per share market price of the
Preferred Shares (as determined pursuant to Section 11.4) on such record
date, the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to
such record date by a fraction, the numerator of which shall be the number
of Preferred Shares and shares of equivalent preferred stock outstanding on
such record date plus the number of Preferred Shares and shares of
equivalent preferred stock


15

<PAGE>

which the aggregate offering price of the total number of Preferred Shares
and/or shares of equivalent preferred stock to be offered (and/or the
aggregate initial conversion price of the convertible securities so to be
offered) would purchase at such current per share market price and the
denominator of which shall be the number of Preferred Shares and shares of
equivalent preferred stock outstanding on such record date plus the number
of additional Preferred Shares and/or shares of equivalent preferred stock
to be offered for subscription or purchase (or into which the convertible
securities so to be offered are initially convertible); provided, however,
that in no event shall the consideration to be paid upon the exercise of
one Right be less than the aggregate par value of the shares of capital
stock of the Company issuable upon exercise of one Right. In case such
subscription price may be paid in a consideration part or all of which
shall be in a form other than cash, the value of such consideration shall
be as determined in good faith by the Board Committee of the Company, whose
determination shall be described in a statement filed with the Agent and
shall be binding on the Agent and the holders of the Rights. Preferred
Shares and shares of equivalent preferred stock owned by or held for the
account of the Company or any Subsidiary of the Company shall not be deemed
outstanding for the purpose of any such computation. Such adjustments shall
be made successively whenever such a record date is fixed; and in the event
that such rights or warrants are not so issued, the Purchase Price shall be
adjusted to be the Purchase Price which would then be in effect if such
record date had not been fixed.

11.3. Distributions. In case the Company shall fix a record
date for the making of a distribution to all holders of the Preferred
Shares (including any such distribution made in connection with a
consolidation or merger in which the Company is the continuing or surviving
corporation) of evidences of indebtedness, cash, securities or assets
(other than a regular periodic cash dividend at a rate not in excess of
125% of the rate of the last regular periodic cash dividend theretofore
paid or, in case regular periodic cash dividends have not theretofore been
paid, at a rate not in excess of 50% of the average net income per share of
the Company for the four quarters ended immediately prior to the payment of
such dividend, or a dividend payable in Preferred Shares (which dividend,
for purposes of this Plan, shall be subject to the provisions of Section
11.1.1(A))) or convertible securities, or subscription rights or warrants
(excluding those referred to in Section 11.2), the Purchase Price to be in
effect after such record date shall be determined by multiplying the
Purchase Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the current per share market
price of the Preferred Shares (as determined pursuant to Section 11.4) on
such record date, less the fair market value (as determined in good faith
by the Board Committee of the Company, whose determination shall be
described in a statement filed with the Agent) of the portion of the cash,
assets, securities or evidences of indebtedness so to be distributed or of
such subscription rights or warrants applicable to one Preferred Share and
the denominator of which shall be such current per share market price of
the Preferred Shares (as determined pursuant to Section 11.4); provided,
however, that in no event shall the consideration to be paid upon the
exercise of one Right be less than the aggregate par value of the shares of
capital stock of the Company to be issued upon exercise of one Right. Such
adjustments shall be made successively


16

<PAGE>

whenever such a record date is fixed; and in the event that such
distribution is not so made, the Purchase Price shall again be adjusted to
be the Purchase Price which would then be in effect if such record date had
not been fixed.

11.4. Current Per Share Market Value.

11.4.1. General. For the purpose of any computation hereunder,
the "CURRENT PER SHARE MARKET PRICE" of any security (a "SECURITY" for
the purpose of this Section 11.4.1) on any date shall be deemed to be
the average of the daily closing prices per share of such Security for
the thirty (30) consecutive Trading Days (as such term is hereinafter
defined) immediately prior to such date; provided, however, that in
the event that the current per share market price of the Security is
determined during any period following the announcement by the issuer
of such Security of (i) a dividend or distribution on such Security
payable in shares of such Security or securities convertible into such
shares or (ii) any subdivision, combination or reclassification of
such Security, and prior to the expiration of thirty (30) Trading Days
after the ex-dividend date for such dividend or distribution, or the
record date for such subdivision, combination or reclassification,
then, and in each such case, the "current per share market price"
shall be appropriately adjusted to reflect the current market price
per share equivalent of such Security. The closing price for each 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 principal
consolidated transaction reporting system with respect to securities
listed or admitted to trading on the NYSE or, if the Security is not
listed or admitted to trading on the NYSE, as reported in the
principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on
which the Security is listed or admitted to trading or, if the
Security is 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
on any such date the Security is 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 Security selected by
the Board of Directors of the Company. If on any such date no such
market maker is making a market in the Security, the fair value of the
Security on such date as determined in good faith by the Board of
Directors of the Company shall be used. The term "TRADING DAY" shall
mean a day on which the principal national securities exchange on
which the Security is listed or admitted to trading is open for the
transaction of business or, if the Security is not listed or admitted
to trading on any national securities exchange, a Business Day. If the
Security is not publicly held or not so listed or traded, or if on any
such date the Security is not so quoted and no such market maker is
making a market in the Security, "current per share market price"
shall mean the fair value per share as determined in good faith by the
Board Committee of the Company or, if at the time of such
determination there is an Acquiring Person, by a nationally recognized
investment banking firm selected by the Board Committee, which shall
have the duty to make


17

<PAGE>

such determination in a reasonable and objective manner, whose
determination shall be described in a statement filed with the Agent
and shall be conclusive for all purposes.

11.4.2. Preferred Shares. Notwithstanding Section 11.4.1, for the
purpose of any computation hereunder, the "current per share market
price" of the Preferred Shares shall be determined in the same manner
as set forth above in Section 11.4.1 (other than the last sentence
thereof). If the current per share market price of the Preferred
Shares cannot be determined in the manner described in Section 11.4.1,
the "current per share market price" of the Preferred Shares shall be
conclusively deemed to be an amount equal to 1,000 (as such number may
be appropriately adjusted for such events as stock splits, stock
dividends and recapitalizations with respect to the Common Shares
occurring after the date of this Plan) multiplied by the current per
share market price of the Common Shares (as determined pursuant to
Section 11.4.1). If neither the Common Shares nor the Preferred Shares
are publicly held or so listed or traded, or if on any such date
neither the Common Shares nor the Preferred Shares are so quoted and
no such market maker is making a market in either the Common Shares or
the Preferred Shares, "current per share market price" of the
Preferred Shares shall mean the fair value per share as determined in
good faith by the Board Committee of the Company, or, if at the time
of such determination there is an Acquiring Person, by a nationally
recognized investment banking firm selected by the Board Committee of
the Company, which shall have the duty to make such determination in a
reasonable and objective manner, which determination shall be
described in a statement filed with the Agent and shall be conclusive
for all purposes. For purposes of this Plan, the "current per share
market price" of one one-thousandth of a Preferred Share shall be
equal to the "current per share market price" of one Preferred Share
divided by 1,000.


18

<PAGE>

11.5. Insignificant Changes. No adjustment in the Purchase
Price shall be required unless such adjustment would require an increase or
decrease of at least 1% in the Purchase Price. Any adjustments which by
reason of this Section 11.5 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All
calculations under this Section 11 shall be made to the nearest cent or to
the nearest one-hundred thousandth of a Preferred Share or the nearest
one-thousandth of a Common Share or other share or security, as the case
may be.

11.6. Shares Other Than Preferred Shares. If as a result of
an adjustment made pursuant to Section 11.1, the holder of any Right
thereafter exercised shall become entitled to receive any shares of capital
stock of the Company other than Preferred Shares, thereafter the number of
such other shares so receivable upon exercise of any Right shall be subject
to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Preferred
Shares contained in Sections 11.1, 11.2, 11.3, 11.5, 11.8, 11.9 and 11.13,
and the provisions of Sections 7, 9, 10, 13 and 14 with respect to the
Preferred Shares shall apply on like terms to any such other shares.

11.7. Rights Issued Prior to Adjustment. All Rights
originally issued by the Company subsequent to any adjustment made to the
Purchase Price hereunder shall evidence the right to purchase, at the
adjusted Purchase Price, the number of one one-thousandths of a Preferred
Share purchasable from time to time hereunder upon exercise of the Rights,
all subject to further adjustment as provided herein.

11.8. Effect of Adjustments. Unless the Board Committee
shall have caused the Company to have exercised its election as provided in
Section 11.9, upon each adjustment of the Purchase Price as a result of the
calculations made in Sections 11.2 and 11.3, each Right outstanding
immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number
of one one-thousandths of a Preferred Share (calculated to the nearest
one-thousand thousandth of a Preferred Share) obtained by (i) multiplying
(x) the number of one one-thousandths of a Preferred Share covered by a
Right immediately prior to this adjustment by (y) the Purchase Price in
effect immediately prior to such adjustment of the Purchase Price and (ii)
dividing the product so obtained by the Purchase Price in effect
immediately after such adjustment of the Purchase Price.

11.9. Adjustment in Number of Rights. The Board Committee
may cause the Company to elect on or after the date of any adjustment of
the Purchase Price to adjust the number of Rights, in substitution for any
adjustment in the number of one one-thousandths of a Preferred Share
issuable upon the exercise of a Right. Each of the Rights outstanding after
such adjustment of the number of Rights shall be exercisable for the number
of one one-thousandths of a Preferred Share for which a Right was
exercisable immediately prior to such adjustment. Each Right held of record
prior to such adjustment of the number of Rights shall become that number
of Rights (calculated to the nearest one-thousandth) obtained by dividing
the Purchase


19

<PAGE>

Price in effect immediately prior to adjustment of the Purchase Price by
the Purchase Price in effect immediately after adjustment of the Purchase
Price. The Company shall make a public announcement of the election to
adjust the number of Rights, indicating the record date for the adjustment,
and, if known at the time, the amount of the adjustment to be made. This
record date may be the date on which the Purchase Price is adjusted or any
day thereafter, but, if the Right Certificates have been issued, shall be
at least ten (10) days later than the date of the public announcement. If
Right Certificates have been issued, upon each adjustment of the number of
Rights pursuant to this Section 11.9, the Company may, as promptly as
practicable, cause to be distributed to holders of record of Right
Certificates on such record date Right Certificates evidencing, subject to
Section 14, the additional Rights to which such holders shall be entitled
as a result of such adjustment, or, at the option of the Board Committee,
shall cause to be distributed to such holders of record in substitution and
replacement for the Right Certificates held by such holders prior to the
date of adjustment, and upon surrender thereof, if required by the Company,
new Right Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment. Right Certificates so to be
distributed shall be issued, executed and countersigned in the manner
provided for herein (and may bear, at the option of the Company, the
adjusted Purchase Price) and shall be registered in the names of the
holders of record of Right Certificates on the record date specified in the
public announcement.

11.10. Right Certificates Unchanged. Irrespective of any
adjustment or change in the Purchase Price or the number of one
one-thousandths of a Preferred Share issuable upon the exercise of the
Rights, the Right Certificates theretofore and thereafter issued may
continue to express the Purchase Price per share and the number of one
one-thousandths of a Preferred Share which were expressed in the initial
Right Certificates issued hereunder.

11.11. Par Value Limitations. Before taking any action that
would cause an adjustment reducing the Purchase Price below one
one-thousandth of the then par value, if any, of the Preferred Shares or
other shares of capital stock issuable upon exercise of the Rights, the
Company shall 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 nonassessable Preferred Shares or other such shares at
such adjusted Purchase Price.

11.12. Deferred Issuance. In any case in which this Section
11 shall require that an adjustment in the Purchase Price be made effective
as of a record date for a specified event, the Board Committee may cause
the Company to elect to defer until the occurrence of such event the
issuance to the holder of any Right exercised after such record date of
that number of Preferred Shares and shares of other capital stock or
securities of the Company, if any, issuable upon such exercise over and
above the Preferred Shares and shares of other capital stock or