RIGHTS AGREEMENT


                   	Dated as of August 13, 1998


                         	By and Between


                       	HON INDUSTRIES INC.


                               	and


            	HARRIS TRUST AND SAVINGS BANK, as Rights Agent



<PAGE>

                         	TABLE OF CONTENTS


                                                     	Page

1.	Certain Definitions	                                  1

2.	Appointment of Rights Agent	                          5

3.	Issue of Right Certificates	                          5

4.	Form of Right Certificates	                           6

5.	Countersignature and Registration	                    7

6.	Transfer, Split Up, Combination and Exchange 
   of Right Certificates; Mutilated, Destroyed, 
   Lost or Stolen Right Certificates	                    7

7.	Exercise of Rights; Purchase Price; Expiration 
   Date of Rights	                                       8

8.	Cancellation and Destruction of Right 
   Certificates	                                         9

9.	Company Covenants Concerning Securities and Rights	   9

10.	Record Date	                                        11

11.	Adjustment of Purchase Price, Number and Kind 
    of Securities or Number of Rights	                  11

12.	Certificate of Adjusted Purchase Price or Number 
    of Securities	                                      20

13.	Consolidation, Merger or Sale or Transfer of 
    Assets or Earning Power	                            20

14.	Fractional Rights and Fractional Securities	        22

15.	Rights of Action	                                   24

16.	Agreement of Rights Holders	                        24

17.	Right Certificate Holder Not Deemed a Stockholder	  25

18.	Concerning the Rights Agent	                        25

19.	Merger or Consolidation or Change of Name of 
    Rights Agent	                                       26

20.	Duties of Rights Agent	                             26

<PAGE>

21.	Change of Rights Agent	                             28

22.	Issuance of New Right Certificates	                 29

23.	Redemption	                                         30

24.	Exchange	                                           31

25.	Notice of Certain Events	                           32

26.	Notices	                                            32

27.	Supplements and Amendments	                         33

28.	Successors; Certain Covenants	                      34

29.	Benefits of This Agreement	                         34

30.	Governing Law	                                      34

31.	Severability	                                       34

32.	Descriptive Headings, Etc.                         	34

33.	Determinations and Actions by the Board	            35

34.	Counterparts	                                       35

<PAGE>


                                                        Page

Exhibit A                                                A-1
Exhibit B		                                              B-1
Exhibit C                                                C-1


<PAGE>		


                   	RIGHTS AGREEMENT


This RIGHTS AGREEMENT, dated as of August 13, 1998 (this 
"Agreement"), is made and entered into by and between HON 
INDUSTRIES Inc., an Iowa corporation (the "Company"), and Harris 
Trust and Savings Bank (the "Rights Agent").

                       	RECITALS

WHEREAS, on August 10, 1998, the Board of Directors of the 
Company authorized and declared a dividend distribution of one 
right (a "Right") for each Common Share (as hereinafter defined) 
outstanding as of the Close of Business (as hereinafter defined) 
on August 20, 1998 (the "Record Date"), each Right initially 
representing the right to purchase one one-hundredth of a 
Preferred Share (as hereinafter defined), on the terms and 
subject to the conditions herein set forth, and further 
authorized and directed the issuance of one Right (subject to 
adjustment as provided herein) with respect to each Common Share 
issued or delivered by the Company (whether originally issued or 
delivered from the Company's treasury) after the Record Date but 
prior to the earlier of the Distribution Date (as hereinafter 
defined) and the Expiration Date (as hereinafter defined) or as 
provided in Section 22.  Notwithstanding anything in this 
Agreement to the contrary, this Agreement will not be effective 
until the opening of business on August 13, 1998.

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

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

(a)	"Acquiring Person" means any Person (other than the 
Company or any Related Person) who or which, together with all 
Affiliates and Associates of such Person, is the Beneficial 
Owner of 20% or more of the then-outstanding Common Shares; 
provided, however, that a Person will not be deemed to have 
become an Acquiring Person solely as a result of a reduction in 
the number of Common Shares outstanding unless and until such 
time as (i) such Person or any Affiliate or Associate of such 
Person thereafter becomes the Beneficial Owner of additional 
Common Shares representing 1% or more of the then-outstanding 
Common Shares, other than as a result of a stock dividend, stock 
split or similar transaction effected by the Company in which 
all holders of Common Shares are treated equally, or (ii) any 
other Person who is the Beneficial Owner of Common Shares 
representing 1% or more of the then-outstanding Common Shares 
thereafter becomes an Affiliate or Associate of such 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 Common Shares 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.

(b)	"Affiliate" and "Associate" will 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 Agreement, provided however, that a Person will 
not be deemed to be the Affiliate or Associate of another Person 
solely because either or both Persons are or were Directors of 
the Company.

(c)	A Person will be deemed the "Beneficial Owner" of, and 
to "Beneficially Own," any securities:

	(i)	the beneficial ownership of which such Person or 
any of such Person's Affiliates or Associates, directly or 
indirectly, has the right to acquire (whether such right is 
exercisable immediately or only after the passage of time) 
pursuant to any agreement, arrangement or understanding 
(whether or not in writing), or upon the exercise of 
conversion rights, exchange rights, warrants, options or 
other rights (in each case, other than upon exercise or 
exchange of the Rights); provided, however, that a Person 
will not be deemed the Beneficial Owner of, or to 
Beneficially Own, securities tendered pursuant to a tender 
or exchange offer made by or on behalf of such Person or 
any of such Person's Affiliates or Associates until such 
tendered securities are accepted for purchase or exchange; 
or

	(ii)	which such Person or any of such Person's 
Affiliates or Associates, directly or indirectly, has or 
shares the right to vote or dispose of, including pursuant 
to any agreement, arrangement or understanding (whether or 
not in writing); or

	(iii)	of which any other Person is the Beneficial 
Owner, if such Person or any of such Person's Affiliates or 
Associates has any agreement, arrangement or understanding 
(whether or not in writing) with such other Person (or any 
of such other Person's Affiliates or Associates) with 
respect to acquiring, holding, voting or disposing of any 
securities of the Company;

provided, however, that a Person will not be deemed the 
Beneficial Owner of, or to Beneficially Own, any security (A) if 
such Person has the right to vote such security pursuant to an 
agreement, arrangement or understanding (whether or not in 
writing) which (1) arises solely from a revocable proxy 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 reportable on Schedule 13D under the Exchange Act 
(or any comparable or successor report), or (B) if such 
beneficial ownership arises solely as a result of such Person's 
status as a "clearing agency," as defined in Section 3(a)(23) of 
the Exchange Act; provided further, however, that nothing in 
this paragraph (c) will cause a Person engaged in business as an 
underwriter of securities to be the Beneficial Owner of, or to 
Beneficially Own, any securities acquired through such Person's 
participation in good faith in an underwriting syndicate until 
the expiration of 40 calendar days after the date of such 
acquisition, or such later date as the Board of Directors of the 
Company may determine in any specific case.

(d)	"Business Day" means any day other than a Saturday, 
Sunday or a day on which banking institutions in the State of 
New York (or such other state in which the principal office of 
the Rights Agent is located) are authorized or obligated by law 
or executive order to close.

(e)	"Close of Business" on any given date means 5:00 P.M., 
Central Standard time, on such date; provided, however, that if 
such date is not a Business Day it means 5:00 P.M., Central 
Standard time, on the next succeeding Business Day.

(f)	"Common Shares" when used with reference to the 
Company means the shares of common stock, par value $1.00 per 
share, of the Company; provided, however, that, if the Company 
is the continuing or surviving corporation in a transaction 
described in Section 13(a)(ii), "Common Shares" when used with 
reference to the Company means shares of the capital stock or 
units of the equity interests with the greatest aggregate voting 
power of the Company.  "Common Shares" when used with reference 
to any corporation or other legal entity other than the Company, 
including an Issuer, means shares of the capital stock or units 
of the equity interests with the greatest aggregate voting power 
of such corporation or other legal entity.

(g)	"Company" means HON INDUSTRIES Inc., an Iowa 
corporation.

(h)	"Distribution Date" means the earlier of:  (i) the 
Close of Business on the tenth day following the Share 
Acquisition Date, or (ii) the Close of Business on the tenth 
Business Day (or, unless the Distribution Date shall have 
previously occurred, such later date as may be specified by the 
Board of Directors of the Company) after the commencement of a 
tender or exchange offer by any Person (other than the Company 
or any Related Person), if upon the consummation thereof such 
Person would be the Beneficial Owner of 20% or more of the 
then-outstanding Common Shares.

(i)	"Exchange Act" means the Securities Exchange Act of 
1934, as amended.

(j)	"Expiration Date" means the earliest of (i) the Close 
of Business on the Final Expiration Date, (ii) the time at which 
the Rights are redeemed as provided in Section 23, and (iii) the 
time at which all exercisable Rights are exchanged as provided 
in Section 24.

(k)	"Final Expiration Date" means the tenth anniversary of 
the Record Date.

(l)	"Flip-in Event" means any event described in clauses 
(A), (B) or (C) of Section 11(a)(ii).

(m)	"Flip-over Event" means any event described in clauses 
(i), (ii) or (iii) of Section 13(a).

(n)	"Issuer" has the meaning set forth in Section 13(b).

(o)	"NASDAQ" means The NASDAQ Stock Market.

(p)	"Person" means any individual, firm, corporation or 
other legal entity, and includes any successor (by merger or 
otherwise) of such entity.

(q)	"Preferred Shares" means shares of Series A Junior 
Participating Preferred Stock, par value $1.00 per share, of the 
Company having the rights and preferences set forth in the Form 
of Statement of Resolution attached as Exhibit A.

(r)	"Purchase Price" means initially $200.00 per one one-
hundredth of a Preferred Share, subject to adjustment from time 
to time as provided in this Agreement.

(s)	"Record Date" has the meaning set forth in the 
Recitals to this Agreement.

(t)	"Redemption Price" means $.01 per Right, subject to 
adjustment by resolution of the Board of Directors of the 
Company to reflect any stock split, stock dividend or similar 
transaction occurring after the Record Date.

(u)	"Related Person" means (i) any Subsidiary of the 
Company or (ii) any employee benefit or stock ownership plan of 
the Company or of any Subsidiary of the Company or any entity 
holding Common Shares for or pursuant to the terms of any such 
plan.

(v)	"Right" has the meaning set forth in the Recitals to 
this Agreement.

(w)	"Right Certificates" means certificates evidencing the 
Rights, in substantially the form attached as Exhibit B.

(x)	"Rights Agent" means Harris Trust and Savings Bank, 
unless and until a successor Rights Agent has become such 
pursuant to the terms of this Agreement, and thereafter, "Rights 
Agent" means such successor Rights Agent.

(y)	"Securities Act" means the Securities Act of 1933, as 
amended.

(z)	"Share Acquisition Date" means the first date of 
public announcement by the Company (by press release, filing 
made with the Securities and Exchange Commission or otherwise) 
that an Acquiring Person has become such.

(aa)	"Subsidiary" when used with reference to any Person 
means any corporation or other legal entity of which a majority 
of the voting power of the voting equity securities or equity 
interests is owned, directly or indirectly, by such Person; 
provided, however, that for purposes of Section 13(b), 
"Subsidiary" when used with reference to any Person means any 
corporation or other legal entity of which at least 20% of the 
voting power of the voting equity securities or equity interests 
is owned, directly or indirectly, by such Person.

(bb)	"Trading Day" means any day on which the principal 
national securities exchange on which the Common Shares are 
listed or admitted to trading is open for the transaction of 
business or, if the Common Shares are not listed or admitted to 
trading on any national securities exchange, a Business Day.

(cc)	"Triggering Event" means any Flip-in Event or 
Flip-over Event.

2.	Appointment of Rights Agent.  The Company hereby 
appoints the Rights Agent to act as agent for the Company and 
the holders of the Rights (who, in accordance with Section 3, 
will also be, prior to the Distribution Date, the holders of the 
Common Shares) in accordance with the terms and conditions 
hereof, and the Rights Agent hereby accepts such appointment and 
hereby certifies that it complies with the requirements of 
NASDAQ and the New York Stock Exchange governing transfer agents 
and registrars.  The Company may from time to time act as 
co-Rights Agent or appoint such co-Rights Agents as it may deem 
necessary or desirable.  Any actions which may be taken by the 
Rights Agent pursuant to the terms of this Agreement may be 
taken by any such co-Rights Agent.  To the extent that any 
co-Rights Agent takes any action pursuant to this Agreement, 
such co-Rights Agent will be entitled to all of the rights and 
protections of, and subject to all of the applicable duties and 
obligations imposed upon, the Rights Agent pursuant to the terms 
of this Agreement.

3.	Issue of Right Certificates.  

(a) Until the Distribution Date, (i) the Rights will be 
evidenced by the certificates representing Common Shares 
registered in the names of the record holders thereof (which 
certificates representing Common Shares will also be deemed to 
be Right Certificates), (ii) the Rights will be transferable 
only in connection with the transfer of the underlying Common 
Shares, and (iii) the surrender for transfer of any certificates 
evidencing Common Shares in respect of which Rights have been 
issued will also constitute the transfer of the Rights 
associated with the Common Shares evidenced by such 
certificates.  On or as promptly as practicable after the Record 
Date, the Company will send 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 as of such date, a copy of a 
Summary of Rights to Purchase Preferred Stock in substantially 
the form attached as Exhibit C.

(b)	Rights will be issued by the Company in respect of all 
Common Shares (other than Common Shares issued upon the exercise 
or exchange of any Right) issued or delivered by the Company 
(whether originally issued or delivered from the Company's 
treasury) after the Record Date but prior to the earlier of the 
Distribution Date and the Expiration Date.  Certificates 
evidencing such Common Shares will have stamped on, impressed 
on, printed on, written on, or otherwise affixed to them the 
following legend or such similar legend as the Company may deem 
appropriate and as is not inconsistent with the provisions of 
this Agreement, 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 
transaction reporting system on which the Common Shares may from 
time to time be listed or quoted, or to conform to usage:

This Certificate also evidences and entitles the 
holder hereof to certain Rights as set forth in a 
Rights Agreement between HON INDUSTRIES Inc. and 
Harris Trust and Savings Bank, dated as of August 13, 
1998 (the "Rights Agreement"), the terms of which are 
hereby incorporated herein by reference and a copy of 
which is on file at the principal executive offices of 
HON INDUSTRIES Inc.  The Rights are not exercisable 
prior to the occurrence of certain events specified in 
the Rights Agreement.  Under certain circumstances, as 
set forth in the Rights Agreement, such Rights may be 
redeemed, may expire, may be amended, or may be 
evidenced by separate certificates and no longer be 
evidenced by this Certificate.  HON INDUSTRIES Inc. 
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 
as set forth in the Rights Agreement, Rights that are 
or were beneficially owned by an Acquiring Person or 
any Affiliate or Associate of an Acquiring Person (as 
such terms are defined in the Rights Agreement) may 
become null and void.

(c)	As promptly as practicable after the Distribution 
Date, the Company will prepare and execute, the Rights Agent 
will countersign and the Company will send or cause to be sent 
(and the Rights Agent will, if requested, send, at the expense 
of the Company), by first class, insured, postage prepaid mail, 
to each record holder of Common Shares as of the Close of 
Business on the Distribution Date, at the address of such holder 
shown on the records of the Company, a Right Certificate 
evidencing one Right for each Common Share so held, subject to 
adjustment as provided herein.  As of and after the Distribution 
Date, the Rights will be evidenced solely by such Right 
Certificates.

(d)	In the event that the Company purchases or otherwise 
acquires any Common Shares after the Record Date but prior to 
the Distribution Date, any Rights associated with such Common 
Shares will be deemed canceled and retired so that the Company 
will not be entitled to exercise any Rights associated with the 
Common Shares so purchased or acquired.

4.	Form of Right Certificates.  The Right Certificates 
(and the form of election to purchase and the form of assignment 
to be printed on the reverse thereof) will be substantially in 
the form attached as Exhibit B with such changes and 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 or with any rule or regulation made pursuant 
thereto or with any rule or regulation of any stock exchange or 
transaction reporting system on which the Rights may from time 
to time be listed or quoted, or to conform to usage.  Subject to 
the provisions of Section 22, the Right Certificates, whenever 
issued, on their face will entitle the holders thereof to 
purchase such number of one one-hundredths of a Preferred Share 
as are set forth therein at the Purchase Price set forth 
therein, but the Purchase Price, the number and kind of 
securities issuable upon exercise of each Right and the number 
of Rights outstanding will be subject to adjustment as provided 
herein.

5.	Countersignature and Registration.  

(a) The Right Certificates will be executed on behalf of 
the Company by its Chairman of the Board, its Chief Executive 
Officer, its President, any Vice President or its Treasurer, 
either manually or by facsimile signature, and will have affixed 
thereto the Company's seal or a facsimile thereof which will be 
attested by the Secretary or an Assistant Secretary of the 
Company, either manually or by facsimile signature.  The Right 
Certificates will be manually countersigned by the Rights Agent 
and will not be valid for any purpose unless so countersigned.  
In case any officer of the Company who signed any of the Right 
Certificates ceases 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 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 Certificate may be signed 
on behalf of the Company by any person who, at the actual date 
of the execution of such Right Certificate, is 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 officer.

(b)	Following the Distribution Date, the Rights Agent will 
keep or cause to be kept, at the principal office of the Rights 
Agent designated for such purpose and at such other offices 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 any transaction reporting 
system on which the Rights may from time to time be listed or 
quoted, books for registration and transfer of the Right 
Certificates issued hereunder.  Such books will 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.

6.	Transfer, Split Up, Combination and Exchange of Right 
Certificates; Mutilated, Destroyed, Lost or Stolen Right 
Certificates.  (a) Subject to the provisions of Sections 7(d) 
and 14, at any time after the Close of Business on the 
Distribution Date and prior to the Expiration Date, any Right 
Certificate or Right Certificates representing exercisable 
Rights may be transferred, split up, combined or exchanged for 
another Right Certificate or Right Certificates, entitling the 
registered holder to purchase a like number of one one-
hundredths of a Preferred Share (or other securities, as the 
case may be) as the Right Certificate or Right Certificates 
surrendered then entitled such holder (or former holder in the 
case of a transfer) to purchase.  Any registered holder desiring 
to transfer, split up, combine or exchange any such Right 
Certificate or Rights Certificates must make such request in a 
writing delivered to the Rights Agent and must surrender the 
Right Certificate or Right Certificates to be transferred, split 
up, combined or exchanged at the principal office 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 or as promptly as practicable thereafter, subject to 
the provisions of Sections 7(d) and 14, the Company will 
prepare, execute and deliver to the Rights Agent, and the Rights 
Agent will countersign and deliver, a Right Certificate or Right 
Certificates, as the case may be, as so requested.  The Company 
may require payment 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.

(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 reasonably 
satisfactory to them, and, if requested by the Company, 
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 prepare, execute and deliver a new 
Right Certificate of like tenor to the Rights Agent and the 
Rights Agent will countersign and deliver such new Right 
Certificate to the registered holder in lieu of the Right 
Certificate so lost, stolen, destroyed or mutilated.

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

(a) 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 and prior to the Expiration Date, upon 
surrender of the Right Certificate, with the form of election to 
purchase 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 in cash, in 
lawful money of the United States of America by certified check 
or bank draft payable to the order of the Company, equal to the 
sum of (i) the exercise price for the total number of securities 
as to which such surrendered Rights are exercised and (ii) an 
amount equal to any applicable transfer tax required to be paid 
by the holder of such Right Certificate in accordance with the 
provisions of Section 9(c).

(b)	Upon receipt of a Right Certificate representing 
exercisable Rights with the form of election to purchase duly 
executed, accompanied by payment as described above, the Rights 
Agent will promptly (i) requisition from any transfer agent of 
the Preferred Shares (or make available, if the Rights Agent is 
the transfer agent) certificates representing the number of one 
one-hundredths of a Preferred Share to be purchased (and the 
Company hereby irrevocably authorizes and directs its transfer 
agent to comply with all such requests), or, if the Company 
elects to deposit Preferred Shares issuable upon exercise of the 
Rights hereunder with a depositary agent, requisition from the 
depositary agent depositary receipts representing such number of 
one one-hundredths of a Preferred Share as are to be purchased 
(and the Company hereby irrevocably authorizes and directs such 
depositary agent to comply with all such requests), (ii) after 
receipt of such certificates (or depositary receipts, as the 
case may be), 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, (iii) when appropriate, requisition from the Company or 
any transfer agent therefor (or make available, if the Rights 
Agent is the transfer agent) certificates representing the 
number of equivalent common shares to be issued in lieu of the 
issuance of Common Shares in accordance with the provisions of 
Section 11(a)(iii), (iv) when appropriate, after receipt of such 
certificates, 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, (v) when appropriate, requisition from the Company the 
amount of cash to be paid in lieu of the issuance of fractional 
shares in accordance with the provisions of Section 14 or in 
lieu of the issuance of Common Shares in accordance with the 
provisions of Section 11(a)(iii), (vi) when appropriate, after 
receipt, deliver such cash to or upon the order of the 
registered holder of such Right Certificate, and (vii) when 
appropriate, deliver any due bill or other instrument provided 
to the Rights Agent by the Company for delivery to the 
registered holder of such Right Certificate as provided by 
Section 11(l).

(c)	In case the registered holder of any Right Certificate 
exercises less than all the Rights evidenced thereby, the 
Company will prepare, execute and deliver a new Right 
Certificate evidencing Rights equivalent to the Rights remaining 
unexercised and the Rights Agent will countersign and deliver 
such new Right Certificate to the registered holder of such 
Right Certificate or to his duly authorized assigns, subject to 
the provisions of Section 14.

(d)	Notwithstanding anything in this Agreement to the 
contrary, neither the Rights Agent nor the Company will be 
obligated to undertake any action with respect to any purported 
transfer, split up, combination or exchange of any Right 
Certificate pursuant to Section 6 or exercise of a Right 
Certificate as set forth in this Section 7 unless the registered 
holder of such Right Certificate has (i) completed and signed 
the certificate following the form of assignment or the form of 
election to purchase, as applicable, set forth on the reverse 
side of the Right Certificate surrendered for such transfer, 
split up, combination, exchange or 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 may reasonably request.

8.	Cancellation and Destruction of Right Certificates.  
All Right Certificates surrendered for the purpose of exercise, 
transfer, split up, combination or exchange will, if surrendered 
to the Company or to any of its stock transfer agents, be 
delivered to the Rights Agent for cancellation or in canceled 
form, or, if surrendered to the Rights Agent, will be canceled 
by it, and no Right Certificates will be issued in lieu thereof 
except as expressly permitted by the provisions of this 
Agreement.  The Company will deliver to the Rights Agent for 
cancellation and retirement, and the Rights Agent will so cancel 
and retire, any other Right Certificate purchased or acquired by 
the Company otherwise than upon the exercise thereof.  The 
Rights Agent will deliver all canceled Right Certificates to the 
Company, or will, at the written request of the Company, destroy 
such canceled Right Certificates, and in such case will deliver 
a certificate of destruction thereof to the Company.

9. 	Company Covenants Concerning Securities and Rights.  
The Company covenants and agrees that:

(a)	It will cause to be reserved and kept available out of 
its authorized and unissued Preferred Shares or any Preferred 
Shares held in its treasury, a number of Preferred Shares that 
will be sufficient to permit the exercise in full of all 
outstanding Rights in accordance with Section 7.

(b)	So long as the Preferred Shares (and, following the 
occurrence of a Triggering Event, Common Shares and/or other 
securities) issuable upon the exercise of the Rights may be 
listed on a national securities exchange, or quoted on NASDAQ, 
it will endeavor to cause, from and after such time as the 
Rights become exercisable, all securities reserved for issuance 
upon the exercise of Rights to be listed on such exchange, or 
quoted on NASDAQ, upon official notice of issuance upon such 
exercise.

(c)	It will take all such action as may be necessary to 
ensure that all Preferred Shares (and, following the occurrence 
of a Triggering Event, Common Shares and/or other securities) 
delivered upon exercise of Rights, at the time of delivery of 
the certificates for such securities, will be (subject to 
payment of the Purchase Price) duly authorized, validly issued, 
fully paid and nonassessable securities.

(d)	It will pay when due and payable any and all federal 
and state transfer taxes and charges that may be payable in 
respect of the issuance or delivery of the Right Certificates 
and of any certificates representing securities issued upon the 
exercise of Rights; provided, however, that the Company will not 
be required to pay any transfer tax or charge 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 or depositary receipts representing securities 
issued upon the exercise of Rights in a name other than that of, 
the registered holder of the Right Certificate evidencing Rights 
surrendered for exercise, or to issue or deliver any 
certificates or depositary receipts representing securities 
issued upon the exercise of any Rights until any such tax or 
charge has been paid (any such tax or charge being payable by 
the holder of such Right Certificate at the time of surrender) 
or until it has been established to the Company's reasonable 
satisfaction that no such tax is due.

(e)	It will use its best efforts (i) to file on an 
appropriate form, as soon as practicable following the later of 
the Share Acquisition Date and the Distribution Date, a 
registration statement under the Securities Act with respect to 
the securities issuable upon exercise of the Rights, (ii) to 
cause such registration statement to become effective as soon as 
practicable after such filing, and (iii) to cause such 
registration statement to remain effective (with a prospectus at 
all times meeting 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 and (B) the Expiration Date.  
The Company will also take such action as may be appropriate 
under, or to ensure compliance with, the securities or "blue 
sky" laws of the various states in connection with the 
exercisability of the Rights.  The Company may temporarily 
suspend, for a period of time after the date set forth in clause 
(i) of the first sentence of this Section 9(e), the 
exercisability of the Rights in order to prepare and file such 
registration statement and to permit it to become effective.  
Upon any such suspension, the Company will 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 
addition, if the Company determines that a registration 
statement should be filed under the Securities Act or any state 
securities laws following the Distribution Date, the Company may 
temporarily suspend the exercisability of the Rights in each 
relevant jurisdiction until such time as a registration 
statement has been declared effective and, upon any such 
suspension, the Company will 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 anything in 
this Agreement to the contrary, the Rights will not be 
exercisable in any jurisdiction if the requisite registration or 
qualification in such jurisdiction has not been effected or the 
exercise of the Rights is not permitted under applicable law.

(f)	Notwithstanding anything in this Agreement to the 
contrary, after the later of the Share Acquisition Date and the 
Distribution Date it will not take (or permit any Subsidiary to 
take) any action if at the time such action is taken it is 
reasonably foreseeable that such action will eliminate or 
otherwise diminish the benefits intended to be afforded by the 
Rights.

(g)	In the event that the Company is obligated to issue 
other securities of the Company and/or pay cash pursuant to 
Sections 11, 13, 14 or 24 it will make all arrangements 
necessary so that such other securities and/or cash are 
available for distribution by the Rights Agent, if and when 
appropriate.

10. 	Record Date.  Each Person in whose name any 
certificate representing Preferred Shares (or Common Shares 
and/or other securities, as the case may be) is issued upon the 
exercise of Rights will for all purposes be deemed to have 
become the holder of record of the Preferred Shares (or Common 
Shares and/or other securities, as the case may be) represented 
thereby on, and such certificate will be dated, the date upon 
which the Right Certificate evidencing such Rights was duly 
surrendered and payment of the Purchase Price (and all 
applicable transfer taxes) was made; provided, however, that if 
the date of such surrender and payment is a date upon which the 
transfer books of the Company for the Preferred Shares (or 
Common Shares and/or other securities, as the case may be) are 
closed, such Person will be deemed to have become the record 
holder of such securities on, and such certificate will be 
dated, the next succeeding Business Day on which the transfer 
books of the Company for the Preferred Shares (or Common Shares 
and/or other securities, as the case may be) are open.  Prior to 
the exercise of the Rights evidenced thereby, the holder of a 
Right Certificate will not be entitled to any rights of a holder 
of any security for which the Rights are or may become 
exercisable, including, without limitation, the right to vote, 
to receive dividends or other distributions, or to exercise any 
preemptive rights, and will not be entitled to receive any 
notice of any proceedings of the Company, except as provided 
herein.

11. 	Adjustment of Purchase Price, Number and Kind of 
Securities or Number of Rights.  The Purchase Price, the number 
and kind of securities issuable 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.

(a)	(i)	In the event that the Company at any time after 
the Record Date (A) declares a dividend on the Preferred 
Shares payable in Preferred Shares, (B) subdivides the 
outstanding Preferred Shares, (C) combines the outstanding 
Preferred Shares into a smaller number of Preferred Shares, 
or (D) issues 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(a), 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/or 
the number and/or kind of shares of capital stock issuable 
on such date upon exercise of a Right, will be 
proportionately adjusted so that the holder of any Right 
exercised after such time is entitled to receive upon 
payment of the Purchase Price then in effect 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 transfer books of the Company for the 
Preferred Shares were open, the holder of such Right would 
have owned upon such exercise (and, in the case of a 
reclassification, would have retained after giving effect 
to such reclassification) and would have been entitled to 
receive by virtue of 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 issuable upon exercise of 
one Right.  If an event occurs which would require an 
adjustment under both this Section 11(a)(i) and Section 
11(a)(ii) or Section 13, the adjustment provided for in 
this Section 11(a)(i) will be in addition to, and will be 
made prior to, any adjustment required pursuant to Section 
11(a)(ii) or Section 13.

	(ii)	Subject to the provisions of Section 24, upon the 
later of the Distribution Date or the occurrence of any of 
the following events:

     (A)  any Person becomes an Acquiring Person; or

     (B)  any Acquiring Person or any Affiliate or 
Associate of any Acquiring Person, directly or indirectly, 
(1) merges into the Company or otherwise combines with the 
Company and the Company is the continuing or surviving 
corporation of such merger or combination (other than in a 
transaction subject to Section 13), (2) merges or otherwise 
combines with any Subsidiary of the Company, (3) in one or 
more transactions (otherwise than in connection with the 
exercise, exchange or conversion of securities exercisable 
or exchangeable for or convertible into shares of any class 
of capital stock of the Company or any of its Subsidiaries) 
transfers cash, securities or any other property to the 
Company or any of its Subsidiaries in exchange (in whole or 
in part) for shares of any class of capital stock of the 
Company or any of its Subsidiaries or for securities 
exercisable or exchangeable for or convertible into shares 
of any class of capital stock of the Company or any of its 
Subsidiaries, or otherwise obtains from the Company or any 
of its Subsidiaries, with or without consideration, any 
additional shares of any class of capital stock of the 
Company or any of its Subsidiaries or securities 
exercisable or exchangeable for or convertible into shares 
of any class of capital stock of the Company or any of its 
Subsidiaries (otherwise than as part of a pro rata 
distribution to all holders of shares of any class of 
capital stock of the Company, or any of its Subsidiaries), 
(4) sells, purchases, leases, exchanges, mortgages, 
pledges, transfers or otherwise disposes (in one or more 
transactions) to, from, with or of, as the case may be, the 
Company or any of its Subsidiaries (otherwise than in a 
transaction subject to Section 13), any property, including 
securities, on terms and conditions less favorable to the 
Company than the Company would be able to obtain in an 
arm's-length transaction with an unaffiliated third party, 
(5) receives any compensation from the Company or any of 
its Subsidiaries other than compensation as a director or a 
regular full-time employee, in either case at rates 
consistent with the Company's (or its Subsidiaries') past 
practices, or (6) receives the benefit, directly or 
indirectly (except proportionately as a stockholder), of 
any loans, advances, guarantees, pledges or other financial 
assistance or any tax credits or other tax advantage 
provided by the Company or any of its Subsidiaries; or

	(C)	during such time as there is an Acquiring Person, 
there is any reclassification of securities of the Company 
(including any reverse stock split), or any 
recapitalization of the Company, or any merger or 
consolidation of the Company with any of its Subsidiaries, 
or any other transaction or series of transactions 
involving the Company or any of its Subsidiaries (whether 
or not with or into or otherwise involving an Acquiring 
Person), other than a transaction subject to Section 13, 
which has the effect, directly or indirectly, of increasing 
by more than 1% the proportionate share of the outstanding 
shares of any class of equity securities of the Company or 
any of its Subsidiaries, or of securities exercisable or 
exchangeable for or convertible into equity securities of 
the Company or any of its Subsidiaries, of which an 
Acquiring Person, or any Affiliate or Associate of any 
Acquiring Person, is the Beneficial Owner;

then, and in each such case, proper provision will be made 
so that each holder of a Right, except as provided below, 
will thereafter have the right to receive, upon exercise 
thereof in accordance with the terms of this Agreement at 
an exercise price per Right equal to the product of the 
then-current Purchase Price multiplied by the number of one 
one-hundredths of a Preferred Share for which a Right was 
exercisable immediately prior to the date of the occurrence 
of such Flip-in Event (or, if any other Flip-in Event shall 
have previously occurred, the product of the then-current 
Purchase Price multiplied by the number of one one-
hundredths of a Preferred Share for which a Right was 
exercisable immediately prior to the date of the first 
occurrence of a Flip-in Event), in lieu of Preferred 
Shares, such number of Common Shares as equals the result 
obtained by (x) multiplying the then-current Purchase Price 
by the number of one one-hundredths of a Preferred Share 
for which a Right was exercisable immediately prior to the 
date of the occurrence of such Flip-in Event (or, if any 
other Flip-in Event shall have previously occurred, 
multiplying the then-current Purchase Price by the number 
of one one-hundredths of a Preferred Share for which a 
Right was exercisable immediately prior to the date of the 
first occurrence of a Flip-in Event), and dividing that 
product by (y) 50% of the current per share market price of 
the Common Shares (determined pursuant to Section 11(d)) on 
the date of the occurrence of such Flip-in Event.  
Notwithstanding anything in this Agreement to the contrary, 
from and after the first occurrence of a Flip-in Event, any 
Rights that are Beneficially Owned by (A) any Acquiring 
Person (or any Affiliate or Associate of any Acquiring 
Person), (B) a transferee of any Acquiring Person (or any 
such Affiliate or Associate) who becomes a transferee after 
the occurrence of a Flip-in Event, or (C) a transferee of 
any Acquiring Person (or any such Affiliate or Associate) 
who became a transferee prior to or concurrently with the 
occurrence of a Flip-in Event pursuant to either (1) a 
transfer from an Acquiring Person to holders of its equity 
securities or to any Person with whom it has any continuing 
agreement, arrangement or understanding regarding the 
transferred Rights or (2) a transfer which the Board of 
Directors of the Company has determined is part of a plan, 
arrangement or understanding which has the purpose or 
effect of avoiding the provisions of this Section 
11(a)(ii), and subsequent transferees of any of such 
Persons, will be void without any further action and any 
holder of such Rights will thereafter have no rights 
whatsoever with respect to such Rights under any provision 
of this Agreement.  The Company will use all reasonable 
efforts to ensure that the provisions of this Section 
11(a)(ii) are complied with, but will have no liability to 
any holder of Right Certificates or any other Person as a 
result of its failure to make any determinations with 
respect to an Acquiring Person or its Affiliates, 
Associates or transferees hereunder.  Upon the occurrence 
of a Flip-in Event, no Right Certificate that represents 
Rights that are or have become void pursuant to the 
provisions of this Section 11(a)(ii) will thereafter be 
issued pursuant to Section 3 or Section 6, and any Right 
Certificate delivered to the Rights Agent that represents 
Rights that are or have become void pursuant to the 
provisions of this Section 11(a)(ii) will be canceled.  
Upon the occurrence of a Flip-over Event, any Rights that 
shall not have been previously exercised pursuant to this 
Section 11(a)(ii) shall thereafter be exercisable only 
pursuant to Section 13 and not pursuant to this Section 
11(a)(ii).

	(iii)	Upon the occurrence of a Flip-in Event, if there 
are not sufficient Common Shares authorized but unissued or 
issued but not outstanding to permit the issuance of all 
the Common Shares issuable in accordance with Section 
11(a)(ii) upon the exercise of a Right, the Board of 
Directors of the Company will use its best efforts promptly 
to authorize and, subject to the provisions of Section 
9(e), make available for issuance additional Common Shares 
or other equity securities of the Company having equivalent 
voting rights and an equivalent value (as determined in 
good faith by the Board of Directors of the Company) to the 
Common Shares (for purposes of this Section 11(a)(iii), 
"equivalent common shares").  In the event that equivalent 
common shares are so authorized, upon the exercise of a 
Right in accordance with the provisions of Section 7, the 
registered holder will be entitled to receive (A) Common 
Shares, to the extent any are available, and (B) a number 
of equivalent common shares, which the Board of Directors 
of the Company has determined in good faith to have a value 
equivalent to the excess of (x) the aggregate current per 
share market value on the date of the occurrence of the 
most recent Flip-in Event of all the Common Shares issuable 
in accordance with Section 11(a)(ii) upon the exercise of a 
Right (the "Exercise Value") over (y) the aggregate current 
per share market value on the date of the occurrence of the 
most recent Flip-in Event of any Common Shares available 
for issuance upon the exercise of such Right; provided, 
however, that if at any time after 90 calendar days after 
the latest of the Share Acquisition Date, the Distribution 
Date and the date of the occurrence of the most recent 
Flip-in Event, there are not sufficient Common Shares 
and/or equivalent common shares available for issuance upon 
the exercise of a Right, then the Company will be obligated 
to deliver, upon the surrender of such Right and without 
requiring payment of the Purchase Price, Common Shares (to 
the extent available), equivalent common shares (to the 
extent available) and then cash (to the extent permitted by 
applicable law and any agreements or instruments to which 
the Company is a party in effect immediately prior to the 
Share Acquisition Date), which securities and cash have an 
aggregate value equal to the excess of (1) the Exercise 
Value over (2) the product of the then-current Purchase 
Price multiplied by the number of one one-hundredths of a 
Preferred Share for which a Right was exercisable 
immediately prior to the date of the occurrence of the most 
recent Flip-in Event (or, if any other Flip-in Event shall 
have previously occurred, the product of the then-current 
Purchase Price multiplied by the number of one one-
hundredths of a Preferred Share for which a Right would 
have been exercisable immediately prior to the date of the 
occurrence of such Flip-in Event if no other Flip-in Event 
had previously occurred).  To the extent that any legal or 
contractual restrictions prevent the Company from paying 
the full amount of cash payable in accordance with the 
foregoing sentence, the Company will pay to holders of the 
Rights as to which such payments are being made all amounts 
which are not then restricted on a pro rata basis and will 
continue to make payments on a pro rata basis as promptly 
as funds become available until the full amount due to each 
such Rights holder has been paid.

(b)	In the event that the Company fixes a record date for 
the issuance of rights, options or warrants to all holders of 
Preferred Shares entitling them (for a period expiring within 45 
calendar days after such record date) to subscribe for or 
purchase Preferred Shares (or securities having equivalent 
rights, privileges and preferences as the Preferred Shares (for 
purposes of this Section 11(b), "equivalent preferred shares")) 
or securities convertible into Preferred Shares or equivalent 
preferred shares at a price per Preferred Share or equivalent 
preferred share (or having a conversion price per share, if a 
security convertible into Preferred Shares or equivalent 
preferred shares) less than the current per share market price 
of the Preferred Shares (determined pursuant to Section 11(d)) 
on such record date, the Purchase Price to be in effect after 
such record date will be determined by multiplying the Purchase 
Price in effect immediately prior to such record date by a 
fraction, the numerator of which is the number of Preferred 
Shares outstanding on such record date plus the number of 
Preferred Shares which the aggregate offering price of the total 
number of Preferred Shares and/or equivalent preferred shares so 
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 
is the number of Preferred Shares outstanding on such record 
date plus the number of additional Preferred Shares and/or 
equivalent preferred shares 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 issuable upon exercise of one Right.  In case such 
subscription price may be paid in a consideration part or all of 
which is in a form other than cash, the value of such 
consideration will be as determined in good faith by the Board 
of Directors of the Company, whose determination will be 
described in a statement filed with the Rights Agent.  Preferred 
Shares owned by or held for the account of the Company will not 
be deemed outstanding for the purpose of any such computation.  
Such adjustment will be made successively whenever such a record 
date is fixed, and in the event that such rights, options or 
warrants are not so issued, the Purchase Price will be adjusted 
to be the Purchase Price which would then be in effect if such 
record date had not been fixed.

(c)	In the event that the Company fixes a record date for 
the making of a distribution to all holders of 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 
(other than a regular periodic cash dividend), assets, stock 
(other than a dividend payable in Preferred Shares) or 
subscription rights, options or warrants (excluding those 
referred to in Section 11(b)), the Purchase Price to be in 
effect after such record date will be determined by multiplying 
the Purchase Price in effect immediately prior to such record 
date by a fraction, the numerator of which is the current per 
share market price of the Preferred Shares (as determined 
pursuant to Section 11(d)) on such record date or, if earlier, 
the date on which Preferred Shares begin to trade on an 
ex-dividend or when issued basis for such distribution, less the 
fair market value (as determined in good faith by the Board of 
Directors of the Company, whose determination will be described 
in a statement filed with the Rights Agent) of the portion of 
the evidences of indebtedness, cash, assets or stock so to be 
distributed or of such subscription rights, options or warrants 
applicable to one Preferred Share, and the denominator of which 
is such current per share market price of the Preferred Shares; 
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 issuable upon 
exercise of one Right.  Such adjustments will be made 
successively whenever such a record date is fixed; and in the 
event that such distribution is not so made, the Purchase Price 
will again be adjusted to be the Purchase Price which would then 
be in effect if such record date had not been fixed.

(d)	(i)	For the purpose of any computation hereunder, the 
"current per share market price" of Common Shares on any 
date will be deemed to be the average of the daily closing 
prices per share of such Common Shares for the 30 
consecutive Trading Days immediately prior to such date; 
provided, however, that in the event that the current per 
share market price of the Common Shares is determined 
during a period following the announcement by the issuer of 
such Common Shares of (A) a dividend or distribution on 
such Common Shares payable in such Common Shares or 
securities convertible into such Common Shares (other than 
the Rights) or (B) any subdivision, combination or 
reclassification of such Common Shares, and prior to the 
expiration of 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 
will be appropriately adjusted to take into account 
ex-dividend trading or to reflect the current per share 
market price per Common Share equivalent.  The closing 
price for each day will 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 New York Stock 
Exchange or, if the Common Shares are not listed or 
admitted to trading on the New York Stock Exchange, as 
reported in the principal consolidated transaction 
reporting system with respect to securities listed on the 
principal national securities exchange on which the Common 
Shares are listed or admitted to trading or, if the Common 
Shares are not listed or admitted to trading on any 
national securities exchange, the last quoted price or, if 
not so quoted, the average of the high bid and low asked 
prices in the over-the-counter market, as reported by 
NASDAQ or such other system then in use, or, if on any such 
date the Common Shares are not quoted by any such 
organization, the average of the closing bid and asked 
prices as furnished by a professional market maker making a 
market in the Common Shares selected by the Board of 
Directors of the Company.  If the Common Shares are not 
publicly held or not so listed or traded, or are not the 
subject of available bid and asked quotes, "current per 
share market price" will mean the fair value per share as 
determined in good faith by the Board of Directors of the 
Company, whose determination will be described in a 
statement filed with the Rights Agent.

	(ii)	For the purpose of any computation hereunder, the 
"current per share market price" of the Preferred Shares 
will be determined in the same manner as set forth above 
for Common Shares in Section 11(d)(i), other than the last 
sentence thereof.  If the current per share market price of 
the Preferred Shares cannot be determined in the manner 
provided above, the "current per share market price" of the 
Preferred Shares will be conclusively deemed to be an 
amount equal to the current per share market price of the 
Common Shares multiplied by one hundred (as such number may 
be appropriately adjusted to reflect events such as stock 
splits, stock dividends, recapitalizations or similar 
transactions relating to the Common Shares occurring after 
the date of this Agreement).  If neither the Common Shares 
nor the Preferred Shares are publicly held or so listed or 
traded, or the subject of available bid and asked quotes, 
"current per share market price" of the Preferred Shares 
will mean the fair value per share as determined in good 
faith by the Board of Directors of the Company, whose 
determination will be described in a statement filed with 
the Rights Agent.  For all purposes of this Agreement, the 
current per share market price of one one-hundredth of a 
Preferred Share will be equal to the current per share 
market price of one Preferred Share divided by one hundred.

(e)	Except as set forth below, no adjustment in the 
Purchase Price will be required unless such adjustment would 
require an increase or decrease of at least 1% in such price; 
provided, however, that any adjustments which by reason of this 
Section 11(e) are not required to be made will be carried 
forward and taken into account in any subsequent adjustment.  
All calculations under this Section 11 will be made to the 
nearest cent or to the nearest one one-millionth of a Preferred 
Share or one ten-thousandth of a Common Share or other security, 
as the case may be.  Notwithstanding the first sentence of this 
Section 11(e), any adjustment required by this Section 11 will 
be made no later than the earlier of (i) three years from the 
date of the transaction which requires such adjustment and (ii) 
the Expiration Date.

(f)	If as a result of an adjustment made pursuant to 
Section 11(a), the holder of any Right thereafter exercised 
becomes entitled to receive any securities of the Company other 
than Preferred Shares, thereafter the number and/or kind of such 
other securities so receivable upon exercise of any Right 
(and/or the Purchase Price in respect thereof) will 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 (and the Purchase Price in respect 
thereof) contained in this Section 11, and the provisions of 
Sections 7, 9, 10, 13 and 14 with respect to the Preferred 
Shares (and the Purchase Price in respect thereof) will apply on 
like terms to any such other securities (and the Purchase Price 
in respect thereof).

(g)	All Rights originally issued by the Company subsequent 
to any adjustment made to the Purchase Price hereunder will 
evidence the right to purchase, at the adjusted Purchase Price, 
the number of one one-hundredths of a Preferred Share issuable 
from time to time hereunder upon exercise of the Rights, all 
subject to further adjustment as provided herein.

(h)	Unless the Company has exercised its election as 
provided in Section 11(i), upon each adjustment of the Purchase 
Price pursuant to Section 11(b) or Section 11(c), each Right 
outstanding immediately prior to the making of such adjustment 
will thereafter evidence the right to purchase, at the adjusted 
Purchase Price, that number of one one-hundredths of a Preferred 
Share (calculated to the nearest one one-millionth of a 
Preferred Share) obtained by (i) multiplying (x) the number of 
one one-hundredths of a Preferred Share issuable upon exercise 
of a Right immediately prior to such adjustment of the Purchase 
Price 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.

(i)	The Company may 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-
hundredths of a Preferred Share issuable upon the exercise of a 
Right.  Each of the Rights outstanding after such adjustment of 
the number of Rights will be exercisable for the number of one 
one-hundredths 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 
will become that number of Rights (calculated to the nearest one 
ten-thousandth) obtained by dividing the Purchase 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 will make a public announcement of 
its 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.  Such 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, 
will be at least 10 calendar 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(i), the Company will, as promptly as practicable, 
cause to be distributed to holders of record of Right 
Certificates on such record date Right Certificates evidencing, 
subject to the provisions of Section 14, the additional Rights 
to which such holders are entitled as a result of such 
adjustment, or, at the option of the Company, will 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 are entitled after such 
adjustment.  Right Certificates so to be distributed will 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 will be registered in the names of the 
holders of record of Right Certificates on the record date 
specified in the public announcement.

(j)	Without respect to any adjustment or change in the 
Purchase Price and/or the number and/or kind of securities 
issuable upon the exercise of the Rights, the Right Certificates 
theretofore and thereafter issued may continue to express the 
Purchase Price and the number and kind of securities which were 
expressed in the initial Right Certificate issued hereunder.

(k)	Before taking any action that would cause an 
adjustment reducing the Purchase Price below one one-hundredth 
of the then par value, if any, of the Preferred Shares or below 
the then par value, if any, of any other securities of the 
Company issuable upon exercise of the Rights, the Company will 
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 
such other securities, as the case may be, at such adjusted 
Purchase Price.

(l)	In any case in which this Section 11 otherwise 
requires that an adjustment in the Purchase Price be made 
effective as of a record date for a specified event, the Company 
may elect to defer until the occurrence of such event the 
issuance to the holder of any Right exercised after such record 
date the number of Preferred Shares or other securities of the 
Company, if any, issuable upon such exercise over and above the 
number of Preferred Shares or other securities of the Company, 
if any, issuable upon such exercise on the basis of the Purchase 
Price in effect prior to such adjustment; provided, however, 
that the Company delivers to such holder a due bill or other 
appropriate instrument evidencing such holder's right to receive 
such additional Preferred Shares or other securities upon the 
occurrence of the event requiring such adjustment.

(m)	Notwithstanding anything in this Agreement to the 
contrary, the Company will be entitled to make such reductions 
in the Purchase Price, in addition to those adjustments 
expressly required by this Section 11, as and to the extent that 
in its good faith judgment the Board of Directors of the Company 
determines to be advisable in order that any (i) consolidation 
or subdivision of the Preferred Shares, (ii) issuance wholly for 
cash of Preferred Shares at less than the current per share 
market price therefor, (iii) issuance wholly for cash of 
Preferred Shares or securities which by their terms are 
convertible into or exchangeable for Preferred Shares, (iv) 
stock dividends, or (v) issuance of rights, options or warrants  
referred to in this Section 11, hereafter made by the Company to 
holders of its Preferred Shares is not taxable to such 
stockholders.

(n)	Notwithstanding anything in this Agreement to the 
contrary, in the event that the Company at any time after the 
Record Date and prior to the Distribution Date (i) pays a 
dividend on the outstanding Common Shares payable in Common 
Shares, (ii) subdivides the outstanding Common Shares, (iii) 
combines the outstanding Common Shares into a smaller number of 
shares, or (iv) issues any shares of its capital stock in a 
reclassification of the outstanding Common Shares (including any 
such reclassification in connection with a consolidation or 
merger in which the Company is the continuing or surviving 
corporation), the number of Rights associated with each Common 
Share then outstanding, or issued or delivered thereafter but 
prior to the Distribution Date, will be proportionately adjusted 
so that the number of Rights thereafter associated with each 
Common Share following any such event equals the result obtained 
by multiplying the number of Rights associated with each Common 
Share immediately prior to such event by a fraction the 
numerator of which is the total number of Common Shares 
outstanding immediately prior to the occurrence of the event and 
the denominator of which is the total number of Common Shares 
outstanding immediately following the occurrence of such event.  
The adjustments provided for in this Section 11(n) will be made 
successively whenever such a dividend is paid or such a 
subdivision, combination or reclassification is effected.

12. 	Certificate of Adjusted Purchase Price or Number of 
Securities.  Whenever an adjustment is made as provided in 
Section 11 or Section 13, the Company will promptly (a) prepare 
a certificate setting forth such adjustment and a brief 
statement of the facts accounting for such adjustment, (b) file 
with the Rights Agent and with each transfer agent for the 
Preferred Shares and the Common Shares a copy of such 
certificate, and (c) if such adjustment is made after the 
Distribution Date, mail a brief summary of such adjustment to 
each holder of a Right Certificate in accordance with Section 
26.

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

(a) In the event that:

	(i)	at any time after a Person has become an 
Acquiring Person, the Company consolidates with, or merges 
with or into, any other Person and the Company is not the 
continuing or surviving corporation of such consolidation 
or merger; or

	(ii)	at any time after a Person has become an 
Acquiring Person, any Person consolidates with the Company, 
or merges with or into the Company, and the Company is the 
continuing or surviving corporation of such merger or 
consolidation and, in connection with such merger or 
consolidation, all or part of the Common Shares is changed 
into or exchanged for stock or other securities of any 
other Person or cash or any other property; or

	(iii)	at any time after a Person has become an 
Acquiring Person, the Company, directly or indirectly, 
sells or otherwise transfers (or one or more of its 
Subsidiaries sells or otherwise transfers), in one or more 
transactions, assets or earning power (including without 
limitation securities creating any obligation on the part 
of the Company and/or any of its Subsidiaries) representing 
in the aggregate more than 50% of the assets or earning 
power of the Company and its Subsidiaries (taken as a 
whole) to any Person or Persons other than the Company or 
one or more of its wholly owned Subsidiaries;

then, and in each such case, proper provision will be made so 
that from and after the latest of the Share Acquisition Date, 
the Distribution Date and the date of the occurrence of such 
Flip-over Event (A) each holder of a Right thereafter has the 
right to receive, upon the exercise thereof in accordance with 
the terms of this Agreement at an exercise price per Right equal 
to the product of the then-current Purchase Price multiplied by 
the number of one one-hundredths of a Preferred Share for which 
a Right was exercisable immediately prior to the Share 
Acquisition Date, such number of duly authorized, validly 
issued, fully paid, nonassessable and freely tradable Common 
Shares of the Issuer, free and clear of any liens, encumbrances 
and other adverse claims and not subject to any rights of call 
or first refusal, as equals the result obtained by (x) 
multiplying the then-current Purchase Price by the number of one 
one-hundredths of a Preferred Share for which a Right is 
exercisable immediately prior to the Share Acquisition Date and 
dividing that product by (y) 50% of the current per share market 
price of the Common Shares of the Issuer (determined pursuant to 
Section 11(d)), on the date of the occurrence of such Flip-over 
Event; (B) the Issuer will thereafter be liable for, and will 
assume, by virtue of the occurrence of such Flip-over Event, all 
the obligations and duties of the Company pursuant to this 
Agreement; (C) the term "Company" will thereafter be deemed to 
refer to the Issuer; and (D) the Issuer will take such steps 
(including without limitation the reservation of a sufficient 
number of its Common Shares to permit the exercise of all 
outstanding Rights) in connection with such consummation as may 
be necessary to assure that the provisions hereof are thereafter 
applicable, as nearly as reasonably may be possible, in relation 
to its Common Shares thereafter deliverable upon the exercise of 
the Rights.

(b)	For purposes of this Section 13, "Issuer" means (i) in 
the case of any Flip-over Event described in Sections 13(a)(i) 
or (ii) above, the Person that is the continuing, surviving, 
resulting or acquiring Person (including the Company as the 
continuing or surviving corporation of a transaction described 
in Section 13(a)(ii) above), and (ii) in the case of any 
Flip-over Event described in Section 13(a)(iii) above, the 
Person that is the party receiving the greatest portion of the 
assets or earning power (including without limitation securities 
creating any obligation on the part of the Company and/or any of 
its Subsidiaries) transferred pursuant to such transaction or 
transactions; provided, however, that, in any such case, (A) if 
(1) no class of equity security of such Person is, at the time 
of such merger, consolidation or transaction and has been 
continuously over the preceding 12-month period, registered 
pursuant to Section 12 of the Exchange Act, and (2) such Person 
is a Subsidiary, directly or indirectly, of another Person, a 
class of equity security of which is and has been so registered, 
the term "Issuer" means such other Person; and (B) in case such 
Person is a Subsidiary, directly or indirectly, of more than one 
Person, a class of equity security of two or more of which are 
and have been so registered, the term "Issuer" means whichever 
of such Persons is the issuer of the equity security having the 
greatest aggregate market value.  Notwithstanding the foregoing, 
if the Issuer in any of the Flip-over Events listed above is not 
a corporation or other legal entity having outstanding equity 
securities, then, and in each such case, (x) if the Issuer is 
directly or indirectly wholly owned by a corporation or other 
legal entity having outstanding equity securities, then all 
references to Common Shares of the Issuer will be deemed to be 
references to the Common Shares of the corporation or other 
legal entity having outstanding equity securities which 
ultimately controls the Issuer, and (y) if there is no such 
corporation or other legal entity having outstanding equity 
securities, (I) proper provision will be made so that the Issuer 
creates or otherwise makes available for purposes of the 
exercise of the Rights in accordance with the terms of this 
Agreement, a kind or kinds of security or securities having a 
fair market value at least equal to the economic value of the 
Common Shares which each holder of a Right would have been 
entitled to receive if the Issuer had been a corporation or 
other legal entity having outstanding equity securities; and 
(II) all other provisions of this Agreement will apply to the 
issuer of such securities as if such securities were Common 
Shares.

(c)	The Company will not consummate any Flip-over Event 
if, (i) at the time of or immediately after such Flip-over 
Event, there are or would be any rights, warrants, instruments 
or securities outstanding or any agreements or arrangements in 
effect which would eliminate or substantially diminish the 
benefits intended to be afforded by the Rights, (ii) prior to, 
simultaneously with or immediately after such Flip-over Event, 
the stockholders of the Person who constitutes, or would 
constitute, the Issuer for purposes of Section 13(a) shall have 
received a distribution of Rights previously owned by such 
Person or any of its Affiliates or Associates, or (iii) the form 
or nature of the organization of the Issuer would preclude or 
limit the exercisability of the Rights.  In addition, the 
Company will not consummate any Flip-over Event unless the 
Issuer has a sufficient number of authorized Common Shares (or 
other securities as contemplated in Section 13(b) above) which 
have not been issued or reserved for issuance to permit the 
exercise in full of the Rights in accordance with this Section 
13 and unless prior to such consummation the Company and the 
Issuer have executed and delivered to the Rights Agent a 
supplemental agreement providing for the terms set forth in 
subsections (a) and (b) of this Section 13 and further providing 
that as promptly as practicable after the consummation of any 
Flip-over Event, the Issuer will:

	(A)	prepare and file a registration statement under 
the Securities Act with respect to the Rights and the 
securities issuable upon exercise of the Rights on an 
appropriate form, and use its best efforts to cause such 
registration statement to (A) become effective as soon as 
practicable after such filing and (B) remain effective 
(with a prospectus at all times meeting the requirements of 
the Securities Act) until the Expiration Date;

	(B)	take all such action as may be appropriate under, 
or to ensure compliance with, the securities or "blue sky" 
laws of the various states in connection with the 
exercisability of the Rights; and

	(C)	deliver to holders of the Rights historical 
financial statements for the Issuer and each of its 
Affiliates which comply in all respects with the 
requirements for registration on Form 10 under the Exchange 
Act.

(d)	The provisions of this Section 13 will similarly apply 
to successive mergers or consolidations or sales or other 
transfers.  In the event that a Flip-over Event occurs at any 
time after the occurrence of a Flip-in Event, except for Rights 
that have become void pursuant to Section 11(a)(ii), Rights that 
shall not have been previously exercised will cease to be 
exercisable in the manner provided in Section 11(a)(ii) and will 
thereafter be exercisable in the manner provided in 
Section 13(a).

14. 	Fractional Rights and Fractional Securities.  

(a) The Company will not be required to issue fractions of 
Rights or to distribute Right Certificates which evidence 
fractional Rights.  In lieu of such fractional Rights, the 
Company will pay as promptly as practicable to the registered 
holders of the Right Certificates with regard to which such 
fractional Rights otherwise would be issuable, an amount in cash 
equal to the same fraction of the current market value of one 
Right.  For the purposes of this Section 14(a), the current 
market value of one Right is the closing price of the Rights for 
the Trading Day immediately prior to the date on which such 
fractional Rights otherwise would have been issuable.  The 
closing price for any day is 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 New York Stock Exchange or, if the Rights are not listed 
or admitted to trading on the New York Stock Exchange, as 
reported in the principal consolidated transaction reporting 
system with respect to securities listed on the principal 
national securities exchange on which the Rights are listed or 
admitted to trading or, if the Rights are not listed or admitted 
to trading on any national securities exchange, the last quoted 
price or, if not so quoted, the average of the high bid and low 
asked prices in the over-the-counter market, as reported by 
NASDAQ or such other system then in use, or, if on any such date 
the Rights are not quoted by any such organization, the average 
of the closing bid and asked prices as furnished by a 
professional market maker making a market in the Rights selected 
by the Board of Directors of the Company.  If the Rights are not 
publicly held or are not so listed or traded, or are not the 
subject of available bid and asked quotes, the current market 
value of one Right will mean the fair value thereof as 
determined in good faith by the Board of Directors of the 
Company, whose determination will be described in a statement 
filed with the Rights Agent.

(b)	The Company will not be required to issue fractions of 
Preferred Shares (other than fractions which are integral 
multiples of one one-hundredth of a Preferred Share) upon 
exercise of the Rights or to distribute certificates which 
evidence fractional Preferred Shares (other than fractions which 
are integral multiples of one one-hundredth of a Preferred 
Share).  Fractions of Preferred Shares in integral multiples of 
one one-hundredth of a Preferred Share may, at the election of 
the Company, be evidenced by depositary receipts pursuant to an 
appropriate agreement between the Company and a depositary 
selected by it, provided that such agreement provides that the 
holders of such depositary receipts have all the rights, 
privileges and preferences to which they are entitled as 
beneficial owners of the Preferred Shares represented by such 
depositary receipts.  In lieu of fractional Preferred Shares 
that are not integral multiples of one one-hundredth of a 
Preferred Share, the Company may pay to any Person to whom or 
which such fractional Preferred Shares would otherwise be 
issuable an amount in cash equal to the same fraction of the 
current market value of one Preferred Share.  For purposes of 
this Section 14(b), the current market value of one Preferred 
Share is the closing price of the Preferred Shares (as 
determined in the same manner as set forth for Common Shares in 
the second sentence of Section 11(d)(i)) for the Trading Day 
immediately prior to the date of such exercise; provided, 
however, that if the closing price of the Preferred Shares 
cannot be so determined, the closing price of the Preferred 
Shares for such Trading Day will be conclusively deemed to be an 
amount equal to the closing price of the Common Shares 
(determined pursuant to the second sentence of Section 11(d)(i)) 
for such Trading Day multiplied by one hundred (as such number 
may be appropriately adjusted to reflect events such as stock 
splits, stock dividends, recapitalizations or similar 
transactions relating to the Common Shares occurring after the 
date of this Agreement); provided further, however, that if 
neither the Common Shares nor the Preferred Shares are publicly 
held or listed or admitted to trading on any national securities 
exchange, or the subject of available bid and asked quotes, the 
current market value of one Preferred Share will mean the fair 
value thereof as determined in good faith by the Board of 
Directors of the Company, whose determination will be described 
in a statement filed with the Rights Agent.

(c)	Following the occurrence of a Triggering Event, the 
Company will not be required to issue fractions of Common Shares 
or other securities issuable upon exercise or exchange of the 
Rights or to distribute certificates which evidence any such 
fractional securities.  In lieu of issuing any such fractional 
securities, the Company may pay to any Person to whom or which 
such fractional securities would otherwise be issuable an amount 
in cash equal to the same fraction of the current market value 
of one such security.  For purposes of this Section 14(c), the 
current market value of one Common Share or other security 
issuable upon the exercise or exchange of Rights is the closing 
price thereof (as determined in the same manner as set forth for 
Common Shares in the second sentence of Section 11(d)(i)) for 
the Trading Day immediately prior to the date of such exercise 
or exchange; provided, however, that if neither the Common 
Shares nor any such other securities are publicly held or listed 
or admitted to trading on any national securities exchange, or 
the subject of available bid and asked quotes, the current 
market value of one Common Share or such other security will 
mean the fair value thereof as determined in good faith by the 
Board of Directors of the Company, whose determination will mean 
the fair value thereof as will be described in a statement filed 
with the Rights Agent.

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

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

(a)	Prior to the Distribution Date, the Rights are 
transferable only in connection with the transfer of the Common 
Shares;

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

(c)	The Company and the Rights Agent may deem and treat 
the person in whose name the Right Certificate (or, prior to the 
Distribution Date, the associated Common Share certificate) is 
registered as the absolute owner thereof and of the Rights 
evidenced thereby (notwithstanding any notations of ownership or 
writing on the Right Certificate or the associated Common Share 
certificate made by anyone other than the Company or the Rights 
Agent) for all purposes whatsoever, and neither the Company nor 
the Rights Agent will be affected by any notice to the contrary;

(d)	Such holder expressly waives any right to receive any 
fractional Rights and any fractional securities upon exercise or 
exchange of a Right, except as otherwise provided in Section 14.

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

17. 	Right Certificate Holder Not Deemed a Stockholder.  No 
holder, as such, of any Right Certificate will be entitled to 
vote, receive dividends, or be deemed for any purpose the holder 
of Preferred Shares or any other securities of the Company which 
may at any time be issuable upon the exercise of the Rights 
represented thereby, nor will anything contained herein or in 
any Right Certificate be construed to confer upon the holder of 
any Right Certificate, as such, any of the rights of a 
stockholder of the Company or any right to vote for the election 
of Directors or upon any matter submitted to stockholders at any 
meeting thereof, or to give or withhold consent to any corporate 
action, or to receive notice of meetings or other actions 
affecting stockholders (except as provided in Section 25), or to 
receive dividends or subscription rights, or otherwise, until 
the Right or Rights evidenced by such Right Certificate shall 
have been exercised in accordance with the provisions of this 
Agreement or exchanged pursuant to the provisions of Section 24.

18.	Concerning the Rights Agent.  

(a) The Company will pay to the Rights Agent reasonable 
compensation for all services rendered by it hereunder and, from 
time to time, on demand of the Rights Agent, its reasonable 
expenses and counsel fees and other disbursements incurred in 
the administration and execution of this Agreement and the 
exercise and performance of its duties hereunder.  The Company 
will also indemnify the Rights Agent for, and hold it harmless 
against, any loss, liability, suit, action, proceeding or 
expense, incurred without negligence, bad faith, or willful 
misconduct on the part of the Rights Agent, for anything done or 
omitted to be done by the Rights Agent in connection with the 
acceptance and administration of this Agreement, including the 
costs and expenses of defending against any claim of liability 
arising therefrom, directly or indirectly.  The indemnity 
provided for herein shall survive the expiration of the Rights, 
the termination of this Agreement, and the resignation or 
removal of the Rights Agent.  The costs and expenses of 
enforcing this right of indemnification shall also be paid by 
the Company.

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

(c)	Notwithstanding anything in this Agreement to the 
contrary, in no event shall the Rights Agent be liable for 
special, indirect or consequential loss or damage of any kind 
whatsoever (including but not limited to lost profits), even if 
the Rights Agent has been advised of the likelihood of such loss 
or damage and regardless of the form of the action.

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

(a) Any corporation into which the Rights Agent or any 
successor Rights Agent may be merged or with which it may be 
consolidated, or any corporation resulting from any merger or 
consolidation to which the Rights Agent or any successor Rights 
Agent is a party, or any corporation succeeding to the corporate 
trust business of the Rights Agent or any successor Rights 
Agent, will be the successor to the Rights Agent under this 
Agreement without the execution or filing of any paper or any 
further act on the part of any of the parties hereto, provided 
that such corporation would be eligible for appointment as a 
successor Rights Agent under the provisions of Section 21.  If 
at the time such successor Rights Agent succeeds to the agency 
created by this Agreement any of the Right Certificates shall 
have been countersigned but not delivered, any such successor 
Rights Agent may adopt the countersignature of the predecessor 
Rights Agent and deliver such Right Certificates so 
countersigned; and if at that time any of the Right Certificates 
shall not have been countersigned, any successor Rights Agent 
may countersign such Right Certificates either in the name of 
the predecessor Rights Agent or in the name of the successor 
Rights Agent; and in all such cases such Right Certificates will 
have the full force provided in the Right Certificates and in 
this Agreement.

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

20.	Duties of Rights Agent.  The Rights Agent undertakes 
the duties and obligations imposed by this Agreement upon the 
following terms and conditions (and no implied duties or 
obligations, except the duty of good faith, shall be read into 
this Agreement against the Rights Agent), by all of which the 
Company and the holders of Right Certificates, by their 
acceptance thereof, will be bound:

(a) 	Before the Rights Agent acts or refrains from acting, 
the Rights Agent may consult with legal counsel (who may be 
legal counsel for the Company), and the opinion of such counsel 
will be full and complete authorization and protection to the 
Rights Agent as to any action taken or omitted by it in good 
faith and in accordance with such opinion.

(b) 	Whenever in the performance of its duties under this 
Agreement the Rights Agent deems it necessary or desirable that 
any fact or matter be proved or established by the Company prior 
to taking or suffering any action hereunder, such fact or matter 
(unless other evidence in respect thereof be herein specifically 
prescribed) may be deemed to be conclusively proved and 
established by a certificate signed by any one of the Chairman 
of the Board, the President, any Vice President, the Secretary 
or the Treasurer of the Company and delivered to the Rights 
Agent, and such certificate will be full authorization to the 
Rights Agent for any action taken or suffered in good faith by 
it under the provisions of this Agreement in reliance upon such 
certificate.

(c) 	The Rights Agent will be liable hereunder only for its 
own negligence, bad faith or willful misconduct.

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

(e) 	The Rights Agent will not be under any responsibility 
in respect of the validity of this Agreement or the execution 
and delivery hereof (except the due execution and delivery 
hereof by the Rights Agent) or in respect of the validity or 
execution of any Right Certificate (except its countersignature 
thereof); nor will it be responsible for any breach by the 
Company of any covenant contained in this Agreement or in any 
Right Certificate; nor will it be responsible for any adjustment 
required under the provisions of Sections 11 or 13 (including 
any adjustment which results in Rights becoming void) or 
responsible for the manner, method or amount of any such 
adjustment or the ascertaining of the existence of facts that 
would require any such adjustment (except with respect to the 
exercise of Rights evidenced by Right Certificates after actual 
notice of any such adjustment); nor will it by any act hereunder 
be deemed to make any representation or warranty as to the 
authorization or reservation of any shares of stock or other 
securities to be issued pursuant to this Agreement or any Right 
Certificate or as to whether any shares of stock or other 
securities will, when issued, be duly authorized, validly 
issued, fully paid and nonassessable.

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

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

(h) 	The Rights Agent and any stockholder, director, 
officer or employee of the Rights Agent may buy, sell or deal in 
any of the Rights or other securities of the Company or become 
pecuniarily interested in any transaction in which the Company 
may be interested, or contract with or lend money to the Company 
or otherwise act as fully and freely as though it were not 
Rights Agent under this Agreement.  Nothing herein will preclude 
the Rights Agent from acting in any other capacity for the 
Company or for any other Person.

(i) 	The Rights Agent may execute and exercise any of the 
rights or powers hereby vested in it or perform any duty 
hereunder either itself or by or through its attorneys or 
agents, and the Rights Agent will not be answerable or 
accountable for any act, default, neglect or misconduct of any 
such attorneys or agents or for any loss to the Company 
resulting from any such act, default, neglect or misconduct, 
provided reasonable care was exercised in the selection and 
continued employment thereof.  The Rights Agent will not be 
under any duty or responsibility to ensure compliance with any 
applicable federal or state securities laws in connection with 
the issuance, transfer or exchange of Right Certificates.

(j) 	If, with respect to any Right Certificate surrendered 
to the Rights Agent for exercise, transfer, split up, 
combination or exchange, either (i) the certificate attached to 
the form of assignment or form of election to purchase, as the 
case may be, has either not been completed or indicates an 
affirmative response to clause 1 or 2 thereof, or (ii) any other 
actual or suspected irregularity exists, the Rights Agent will 
not take any further action with respect to such requested 
exercise, transfer, split up, combination or exchange without 
first consulting with the Company, and will thereafter take 
further action with respect thereto only in accordance with the 
Company's written instructions.

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

21.	Change of Rights Agent.  The Rights Agent or any 
successor Rights Agent may resign and be discharged from its 
duties under this Agreement upon 30 calendar days' notice in 
writing mailed to the Company and to each transfer agent of the 
Preferred Shares or the Common Shares by registered or certified 
mail, and, at the expense of the Company, to the holders of the 
Right Certificates by first class mail.  The Company may remove 
the Rights Agent or any successor Rights Agent upon 30 calendar 
days' notice in writing, mailed to the Rights Agent or successor 
Rights Agent, as the case may be, and to each transfer agent of 
the Preferred Shares and the Common Shares by registered or 
certified mail, and to the holders of the Right Certificates by 
first class mail.  If the Rights Agent resigns or is removed or 
otherwise becomes incapable of acting, the Company will appoint 
a successor to the Rights Agent.  If the Company fails to make 
such appointment within a period of 30 calendar days after 
giving notice of such removal or after it has been notified in 
writing of such resignation or incapacity by the resigning or 
incapacitated Rights Agent or by the holder of a Right 
Certificate (who will, with such notice, submit his Right 
Certificate for inspection by the Company), then the registered 
holder of any Right Certificate may apply to any court of 
competent jurisdiction for the appointment of a new Rights 
Agent.  Any successor Rights Agent, whether appointed by the 
Company or by such a court, will be a corporation or other legal 
entity organized and doing business under the laws of the United 
States or of the State of New York (or of any other state of the 
United States so long as such corporation is authorized to do 
business as a banking institution in the State of New York), in 
good standing, having a principal office in the State of New 
York, which is authorized under such laws to exercise corporate 
trust or stock transfer powers and is subject to supervision or 
examination by federal or state authority and which has at the 
time of its appointment as Rights Agent a combined capital and 
surplus of at least $50 million.  After appointment, the 
successor Rights Agent will be vested with the same powers, 
rights, duties and responsibilities as if it had been originally 
named as Rights Agent without further act or deed; but the 
predecessor Rights Agent will deliver and transfer to the 
successor Rights Agent any property at the time held by it 
hereunder, and execute and deliver any further assurance, 
conveyance, act or deed necessary for the purpose.  Not later 
than the effective date of any such appointment, the Company 
will file notice thereof in writing with the predecessor Rights 
Agent and each transfer agent of the Preferred Shares or the 
Common Shares, and mail a notice thereof in writing to the 
registered holders of the Right Certificates.  Failure to give 
any notice provided for in this Section 21, however, or any 
defect therein, will not affect the legality or validity of the 
resignation or removal of the Rights Agent or the appointment of 
the successor Rights Agent, as the case may be.

22.	Issuance of New Right Certificates.  Notwithstanding 
any of the provisions of this Agreement or of the Rights to the 
contrary, the Company may, at its option, issue new Right 
Certificates evidencing Rights in such form as may be approved 
by its Board of Directors to reflect any adjustment or change in 
the Purchase Price per share and the number or kind of 
securities issuable upon exercise of the Rights made in 
accordance with the provisions of this Agreement.  In addition, 
in connection with the issuance or sale by the Company of Common 
Shares following the Distribution Date and prior to the 
Expiration Date, the Company (a) will, with respect to Common 
Shares so issued or sold pursuant to the exercise, exchange or 
conversion of securities (other than Rights) issued prior to the 
Distribution Date which are exercisable or exchangeable for, or 
convertible into Common Shares, and (b) may, in any other case, 
if deemed necessary, appropriate or desirable by the Board of 
Directors of the Company, issue Right Certificates representing 
an equivalent number of Rights as would have been issued in 
respect of such Common Shares if they had been issued or sold 
prior to the Distribution Date, as appropriately adjusted as 
provided herein as if they had been so issued or sold; provided, 
however, that (i) no such Right Certificate will be issued if, 
and to the extent that, in its good faith judgment the Board of 
Directors of the Company determines that the issuance of such 
Right Certificate could have a material adverse tax consequence 
to the Company or to the Person to whom or which such Right 
Certificate otherwise would be issued and (ii) no such Right 
Certificate will be issued if, and to the extent that, 
appropriate adjustment otherwise has been made in lieu of the 
issuance thereof.

23.	Redemption.  

(a) Prior to the Expiration Date, the Board of Directors of 
the Company may, at its option, redeem all but not less than all 
of the then-outstanding Rights at the Redemption Price at any 
time prior to the Close of Business on the later of (i) Share 
Acquisition Date and (ii) the Distribution Date.  Any such 
redemption will be effective immediately upon the action of the 
Board of Directors of the Company ordering the same, unless such 
action of the Board of Directors of the Company expressly 
provides that such redemption will be effective at a subsequent 
time or upon the occurrence or nonoccurrence of one or more 
specified events (in which case such redemption will be 
effective in accordance with the provisions of such action of 
the Board of Directors of the Company).

(b) 	Immediately upon the effectiveness of the redemption 
of the Rights as provided in Section 23(a), and without any 
further action and without any notice, the right to exercise the 
Rights will terminate and the only right thereafter of the 
holders of Rights will be to receive the Redemption Price, 
without interest thereon.  Promptly after the effectiveness of 
the redemption of the Rights as provided in Section 23(a), the 
Company will publicly announce such redemption and, within 10 
calendar days thereafter, will give notice of such redemption to 
the holders of the then-outstanding Rights by mailing such 
notice to all such holders at their last addresses as they 
appear upon the registry books of the Company; provided, 
however, that the failure to give, or any defect in, any such 
notice will not affect the validity of the redemption of the 
Rights.  Any notice which is mailed in the manner herein 
provided will be deemed given, whether or not the holder 
receives the notice.  The notice of redemption mailed to the 
holders of Rights will state the method by which the payment of 
the Redemption Price will be made.  The Company may, at its 
option, pay the Redemption Price in cash, Common Shares (based 
upon the current per share market price of the Common Shares 
(determined pursuant to Section 11(d)) at the time of 
redemption), or any other form of consideration deemed 
appropriate by the Board of Directors of the Company (based upon 
the fair market value of such other consideration, determined by 
the Board of Directors of the Company in good faith) or any 
combination thereof.  The Company may, at its option, combine 
the payment of the Redemption Price with any other payment being 
made concurrently to holders of Common Shares and, to the extent 
that any such other payment is discretionary, may reduce the 
amount thereof on account of the concurrent payment of the 
Redemption Price.  If legal or contractual restrictions prevent 
the Company from paying the Redemption Price (in the form of 
consideration deemed appropriate by the Board of Directors) at 
the time of redemption, the Company will pay the Redemption 
Price, without interest, promptly after such time as the Company 
ceases to be so prevented from paying the Redemption Price.

(c) 	At any time following the Share Acquisition Date, the 
Board of Directors of the Company may relinquish the right to 
redeem the Rights under this Section 23 by duly adopting a 
resolution to that effect.  Immediately upon adoption of such 
resolution, the rights of the Board of Directors of the Company 
to redeem the Rights will terminate without further action and 
without any notice.  Promptly after adoption of such a 
resolution, the Company will publicly announce such action; 
provided, however, that the failure to give, or any defect in, 
any such notice will not affect the validity of the action of 
the Board of Directors of the Company.

24.	Exchange.  

(a) The Board of Directors of the Company may, at its 
option, at any time after the Share Acquisition Date, exchange  
all or part of the then-outstanding and exercisable Rights 
(which will not include Rights that have become void pursuant to 
the provisions of Section 11(a)(ii)) for Common Shares at an 
exchange ratio of one Common Share per Right, appropriately 
adjusted to reflect any stock split, stock dividend or similar 
transaction occurring after the Record Date (such exchange ratio 
being hereinafter referred to as the "Exchange Ratio").  Any 
such exchange will be effective immediately upon the action of 
the Board of Directors of the Company ordering the same, unless 
such action of the Board of Directors of the Company expressly 
provides that such exchange will be effective at a subsequent 
time or upon the occurrence or nonoccurrence of one or more 
specified events (in which case such exchange will be effective 
in accordance with the provisions of such action of the Board of 
Directors of the Company).  Notwithstanding the foregoing, the 
Board of Directors of the Company will not be empowered to 
effect such exchange at any time after any Person (other than 
the Company or any Related Person), who or which, together with 
all Affiliates and Associates of such Person, becomes the 
Beneficial Owner of 50% or more of the then-outstanding Common 
Shares.

(b) 	Immediately upon the effectiveness of the exchange of 
any Rights as provided in Section 24(a), and without any further 
action and without any notice, the right to exercise such Rights 
will terminate and the only right with respect to such Rights 
thereafter of the holder of such Rights will be to receive that 
number of Common Shares equal to the number of such Rights held 
by such holder multiplied by the Exchange Ratio.  Promptly after 
the effectiveness of the exchange of any Rights as provided in 
Section 24(a), the Company will publicly announce such exchange 
and, within 10 calendar days thereafter, will give notice of 
such exchange to all of the holders of such Rights at their last 
addresses as they appear upon the registry books of the Rights 
Agent; provided, however, that the failure to give, or any 
defect in, such notice will not affect the validity of such 
exchange.  Any notice which is mailed in the manner herein 
provided will be deemed given, whether or not the holder 
receives the notice.  Each such notice of exchange will state 
the method by which the exchange of the Common Shares for Rights 
will be effected and, in the event of any partial exchange, the 
number of Rights which will be exchanged.  Any partial exchange 
will be effected pro rata based on the number of Rights (other 
than Rights which have become void pursuant to the provisions of 
Section 11(a)(ii)) held by each holder of Rights.

(c) 	In any exchange pursuant to this Section 24, the 
Company, at its option, may substitute for any Common Share 
exchangeable for a Right (i) equivalent common shares (as such 
term is used in Section 11(a)(iii)), (ii) cash, (iii) debt 
securities of the Company, (iv) other assets, or (v) any 
combination of the foregoing, in any event having an aggregate 
value, as determined in good faith by the Board of Directors of 
the Company (whose determination will be described in a 
statement filed with the Rights Agent), equal to the current 
market value of one Common Share (determined pursuant to Section 
11(d)) on the Trading Day immediately preceding the date of the 
effectiveness of the exchange pursuant to this Section 24.

25.	Notice of Certain Events.  

(a) If, after the Distribution Date, the Company proposes 
(i) to pay any dividend payable in stock of any class to the 
holders of Preferred Shares or to make any other distribution to 
the holders of Preferred Shares (other than a regular periodic 
cash dividend), (ii) to offer to the holders of Preferred Shares 
rights, options or warrants to subscribe for or to purchase any 
additional Preferred Shares or shares of stock of any class or 
any other securities, rights or options, (iii) to effect any 
reclassification of its Preferred Shares (other than a 
reclassification involving only the subdivision of outstanding 
Preferred Shares), (iv) to effect any consolidation or merger 
into or with, or to effect any sale or other transfer (or to 
permit one or more of its Subsidiaries to effect any sale or 
other transfer), in one or more transactions, of assets or 
earning power (including, without limitation, securities 
creating any obligation on the part of the Company and/or any of 
its Subsidiaries) representing more than 50% of the assets and 
earning power of the Company and its Subsidiaries, taken as a 
whole, to any other Person or Persons other than the Company or 
one or more of its wholly owned Subsidiaries, (v) to effect the 
liquidation, dissolution or winding up of the Company, or (vi) 
to declare or pay any dividend on the Common Shares payable in 
Common Shares or to effect a subdivision, combination or 
reclassification of the Common Shares then, in each such case, 
the Company will give to each holder of a Right Certificate, to 
the extent feasible and in accordance with Section 26, a notice 
of such proposed action, which specifies the record date for the 
purposes of such stock dividend, distribution or offering of 
rights, options or warrants, or the date on which such 
reclassification, consolidation, merger, sale, transfer, 
liquidation, dissolution or winding up is to take place and the 
date of participation therein by the holders of the Common 
Shares and/or Preferred Shares, if any such date is to be fixed, 
and such notice will be so given, in the case of any action 
covered by clause (i) or (ii) above, at least 10 calendar days 
prior to the record date for determining holders of the 
Preferred Shares for purposes of such action, and, in the case 
of any such other action, at least 10 calendar days prior to the 
date of the taking of such proposed action or the date of 
participation therein by the holders of the Common Shares and/or 
Preferred Shares, whichever is the earlier.

(b) 	In case any Triggering Event occurs, then, in any such 
case, the Company will as soon as practicable thereafter give to 
the Rights Agent and each holder of a Right Certificate, in 
accordance with Section 26, a notice of the occurrence of such 
event, which specifies the event and the consequences of the 
event to holders of Rights.

26.	Notices.  

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

HON INDUSTRIES Inc.
414 East Third Street
P.O. Box 1109
Muscatine, Iowa  52761-7109
Attention:  Corporate Secretary

(b) 	Subject to the provisions of Section 21 hereof, any 
notice or demand authorized by this Agreement to be given or 
made by the Company or by the holder of any Right Certificate to 
or on the Rights Agent will be sufficiently given or made if 
sent by first-class mail, postage prepaid, and the Rights Agent 
recommends that any notice or demand authorized by this 
Agreement to be given or made by any holder of a Rights 
Certificate on the Rights Agent shall be sent or given by 
registered or certified mail, and shall be deemed given or made 
on receipt.  The holders of Rights Certificates and the Company 
agree to assume the risk of giving notice or demand on the 
Rights Agent if given by any other means.  Any such notice or 
demand shall be addressed (until another address is filed in 
writing with the Company) as follows:

Harris Trust and Savings Bank
311 West Monroe, 14th Floor
P.O. Box 2388
Chicago, Illinois  60690-2388
Attention:  Shareholder Services Division

(c) 	Notices or demands authorized by this Agreement to be 
given or made by the Company or the Rights Agent to the holder 
of any Right Certificate (or, if prior the Distribution Date, to 
the holder of any certificate evidencing Common Shares) will be 
sufficiently given or made if sent by first class mail, postage 
prepaid, addressed to such holder at the address of such holder 
as shown on the registry books of the Company.

27.	Supplements and Amendments.  Prior to the time at 
which the Rights cease to be redeemable pursuant to Section 23, 
and subject to the last sentence of this Section 27, the Company 
may in its sole and absolute discretion, and the Rights Agent 
will if the Company so directs, supplement or amend any 
provision of this Agreement in any respect without the approval 
of any holders of Rights or Common Shares.  From and after the 
time at which the Rights cease to be redeemable pursuant to 
Section 23, and subject to the last sentence of this Section 27, 
the Company may, and the Rights Agent will if the Company so 
directs, supplement or amend this Agreement without the approval 
of any holders of Rights or Common Shares in order (i) to cure 
any ambiguity, (ii) to correct or supplement any provision 
contained herein which may be defective or inconsistent with any 
other provisions herein, (iii) to shorten or lengthen any time 
period hereunder, or (iv) to supplement or amend the provisions 
hereunder in any manner which the Company may deem desirable; 
provided that no such supplement or amendment shall adversely 
affect the interests of the holders of Rights as such (other 
than an Acquiring Person or an Affiliate or Associate of an 
Acquiring Person), and no such supplement or amendment shall 
cause the Rights again to become redeemable or cause this 
Agreement again to become supplementable or amendable otherwise 
than in accordance with the provisions of this sentence.  
Without limiting the generality or effect of the foregoing, (i) 
this Agreement may be supplemented or amended to provide for 
such voting powers for the Rights and such procedures for the 
exercise thereof, if any, as the Board of Directors of the 
Company may determine to be appropriate and (ii) the Company may 
at any time prior to such time as any Person becomes an 
Acquiring Person amend this Agreement to lower the thresholds 
set forth in Sections 1(a) and 1(h) hereof from 20% to not less 
than the greater of (A) any percentage greater than the largest 
percentage of the outstanding Common Shares then known by the 
Company to be beneficially owned by any Person (other than any 
Related Person) and (B) 10%.  Upon the delivery of a certificate 
from an officer of the Company which states that the proposed 
supplement or amendment is in compliance with the terms of this 
Section 27, the Rights Agent will execute such supplement or 
amendment; provided, however, that the failure or refusal of the 
Rights Agent to execute such supplement or amendment will not 
affect the validity of any supplement or amendment adopted by 
the Board of Directors of the Company, any of which will be 
effective in accordance with the terms thereof.  Notwithstanding 
anything in this Agreement to the contrary, no supplement or 
amendment may be made which decreases the stated Redemption 
Price to an amount less than $0.01 per Right.  Notwithstanding 
anything in this Agreement to the contrary, no supplement or 
amendment that changes the rights and duties of the Rights Agent 
under this Agreement will be effective against the Rights Agent 
without the execution of such supplement or amendment by the 
Rights Agent.

28.	Successors; Certain Covenants.  All the covenants and 
provisions of this Agreement by or for the benefit of the 
Company or the Rights Agent will be binding on and inure to the 
benefit of their respective successors and assigns hereunder.

29.	Benefits of This Agreement.  Nothing in this Agreement 
will be construed to give to any Person other than the Company, 
the Rights Agent, and the registered holders of the Right 
Certificates (and, prior to the Distribution Date, the Common 
Shares) any legal or equitable right, remedy or claim under this 
Agreement.  This Agreement will be for the sole and exclusive 
benefit of the Company, the Rights Agent, and the registered 
holders of the Right Certificates (or prior to the Distribution 
Date, the Common Shares).

30.	Governing Law.  This Agreement, each Right and each 
Right Certificate issued hereunder will be deemed to be a 
contract made under the internal substantive laws of the State 
of Iowa and for all purposes will be governed by and construed 
in accordance with the internal substantive laws of such State 
applicable to contracts to be made and performed entirely within 
such State, except as to the rights and obligations of the 
Rights Agent, which shall be governed by and construed in 
accordance with the laws of the State of Illinois.

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