Preview | Rights Agreement |

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Section 1. Certain Definitions	1
Section 2. Appointment of Rights Agent	5
Section 3. Issue of Rights Certificates	5
Section 4. Form of Rights Certificates	6
Section 5. Countersignature and Registration	6
Section 6. Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates	7
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights	8
Section 8. Cancellation of Rights Certificates	9
Section 9. Reservation and Availability of Capital Stock	9
Section 10. Record Date for Securities Issued Upon Exercise.	11
Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights	11
Section 12. Certificate of Adjusted Purchase Price or Number of Shares	16
Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power	17
Section 14. Fractional Rights and Fractional Shares	20
Section 15. Rights of Action	21
Section 16. Agreement of Rights Holders	21
Section 17. Rights Certificate Holder Not Deemed a Stockholder	22
Section 18. Duties of Rights Agent	22
Section 19. Compensation and Indemnification of the Rights Agent	24
Section 20. Merger or Consolidation or Change of Name of Rights Agent	24
Section 21. Change of Rights Agent	25
Section 22. Issuance of New Rights Certificates	25
Section 23. Redemption and Termination	26
Section 24. Exchange	27
Section 25. Notice of Certain Events	28
Section 26. Notices	28
Section 27. Supplements and Amendments	29
Section 28. Successors	29
Section 29. Determinations and Actions by the Board, Etc.	29
Section 30. Benefits of this Agreement	30
Section 31. Severability	30
Section 32. Governing Law	30
Section 33. Counterparts	30
Section 34. Descriptive Headings	31

WHEREAS, on June 11, 2007 (the Rights Distribution Declaration Date), the Board of Directors of the Company declared a distribution of one common stock purchase right (a Right) for each share of Common Stock (as hereinafter defined) of the Company outstanding at the Close of Business (as hereinafter defined) on June 22, 2007 (the Record Date), and has authorized the issuance of one Right for each share of Common Stock of the Company issued and outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (as such terms are hereinafter defined); provided, however that Rights may be issued with respect to shares of Common Stock that become outstanding after the Distribution Date and prior to the Expiration Date in accordance with Section 22; and

(a) Acquiring Person shall mean any Person that, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner 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 of the Company, or (iii) any employee benefit plan of the Company or any Subsidiary of the Company, or any Person holding shares of Common Stock for or pursuant to the terms of any such employee benefit plan to the extent, and only to the extent, of such shares of Common Stock so held. Notwithstanding anything in this definition of Acquiring Person to the contrary: