Preview | Rights Agreement |

Section 1.	Certain Definitions	3
Section 2.	Rights Agent	6
Section 3.	Issue of Right Certificates	9
Section 4.	Form of Right Certificates	10
Section 5.	Countersignature and Registration	11
Section 6.	Transfer, Split-Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates; Cancellation and Destruction of Right Certificates	11
Section 7.	Exercise of Rights; Purchase Price; Expiration Date or Rights; Fractional Rights and Fractional Shares of Stock	11
Section 8.	Reservation and Availability of Shares of Common Stock	13
Section 9.	Right Holders	14
Section 10.	Adjustment of Number of Shares; Exchange Option	15
Section 11.	Consolidation, Merger or Sale or Transfer of Assets or Earning Power	16
Section 12.	Adjustments of Purchase Price, Number of Shares or Number of Rights	17
Section 13.	Redemption	21
Section 14.	Notice of Certain Events	21
Section 15.	Notices	22
Section 16.	Supplements and Amendments	22
Section 17.	Determinations and Actions by the Board of Directors	22
Section 18.	Successors	23
Section 19.	Benefits of this Agreement	23
Section 20.	Severability	23
Section 21.	Governing Law	24
Section 22.	Counterparts	24
Section 23.	Descriptive Headings	24

The Board of Directors of the Company (the Board) has authorized and declared a dividend of one right (a Right) for each share of Common Stock (as hereinafter defined) of the Company and has authorized the issuance of one Right with respect to each share of Common Stock that shall become outstanding between May 4, 1987 and the earliest of the Distribution Date, the Redemption Date and the Expiration Date (as such terms are hereinafter herein), each Right initially representing the right to purchase one share of Common Stock.

(a) Acquiring Person shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the beneficial owner of 20% or more of the Common Stock then outstanding (other than as a result of a Permitted Offer), but shall not include the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding shares of capital stock of the Company for or pursuant to the terms of any such plan in its capacity as an agent or trustee for any such plan. Notwithstanding the foregoing, no Person shall become an Acquiring Person as the result of an acquisition of Common Stock by 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 Common Stock of the Company then outstanding; provided, however, that if a Person shall become the Beneficial Owner of 20% or more of the 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 of Common Stock of the Company, then such Person shall be deemed to be an Acquiring Person. Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an Acquiring Person, as defined pursuant to the foregoing provisions of this paragraph (a), has become such inadvertently, and such Person divests as promptly as practicable a sufficient number of shares of Common Stock so that such Person would no longer be an Acquiring Person, as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to be an Acquiring Person for any purposes of this Agreement.