1 EXHIBIT 4 SHAREHOLDER PROTECTION RIGHTS AGREEMENT

1
EXHIBIT 4

SHAREHOLDER PROTECTION RIGHTS AGREEMENT

dated as of

October 6, 1995

between

INTERMET CORPORATION

and

TRUST COMPANY BANK

as Rights Agent

SHAREHOLDER PROTECTION RIGHTS AGREEMENT

Table of Contents

Page

Article I
CERTAIN DEFINITIONS

1.1 Certain Definitions . . . . . . . . . . . . . . . . . . 2

Article II
THE RIGHTS

2.1 Summary of Rights . . . . . . . . . . . . . . . . . . . 12
2.2 Legend on Common Stock Certificates . . . . . . . . . . 12
2.3 Exercise of Rights; Separation of Rights . . . . . . . . 13
2.4 Adjustments to Exercise Price; Number of Rights . . . . 17
2.5 Date on Which Exercise is Effective . . . . . . . . . . 20
2.6 Execution, Authentication, Delivery and Dating of
Rights Certificates . . . . . . . . . . . . . . . . . . 20
2.7 Registration, Registration of Transfer and
Exchange . . . . . . . . . . . . . . . . . . . . . . . . 21
2.8 Mutilated, Destroyed, Lost and Stolen Rights
Certificates . . . . . . . . . . . . . . . . . . . . . . 23
2.9 Persons Deemed Owners . . . . . . . . . . . . . . . . . 25
2.10 Delivery and Cancellation of Certificates . . . . . . . 25
2.11 Agreement of Rights Holders . . . . . . . . . . . . . . 26

Article III
ADJUSTMENTS TO THE RIGHTS IN
THE EVENT OF CERTAIN TRANSACTIONS

3.1 Flip-in . . . . . . . . . . . . . . . . . . . . . . . . 27
3.2 Flip-over . . . . . . . . . . . . . . . . . . . . . . . 31

Article IV
THE RIGHTS AGENT

4.1 General . . . . . . . . . . . . . . . . . . . . . . . . 33
4.2 Merger or Consolidation or Change of Name of
Rights Agent . . . . . . . . . . . . . . . . . . . . . . 34
4.3 Duties of Rights Agent . . . . . . . . . . . . . . . . . 35
4.4 Change of Rights Agent . . . . . . . . . . . . . . . . . 39

Article V
MISCELLANEOUS

5.1 Termination . . . . . . . . . . . . . . . . . . . . . . 41
5.2 Expiration . . . . . . . . . . . . . . . . . . . . . . . 42

5.3 Issuance of New Rights Certificates . . . . . . . . . . 42
5.4 Supplements and Amendments . . . . . . . . . . . . . . . 43
5.5 Fractional Shares . . . . . . . . . . . . . . . . . . . 44
5.6 Rights of Action . . . . . . . . . . . . . . . . . . . . 44
5.7 Holder of Rights Not Deemed a Shareholder . . . . . . . 45
5.8 Notice of Proposed Actions . . . . . . . . . . . . . . . 46
5.9 Notices . . . . . . . . . . . . . . . . . . . . . . . . 46
5.10 Suspension of Exercisability . . . . . . . . . . . . . . 47
5.11 Costs of Enforcement . . . . . . . . . . . . . . . . . . 48
5.12 Successors . . . . . . . . . . . . . . . . . . . . . . . 48
5.13 Benefits of this Agreement . . . . . . . . . . . . . . . 48
5.14 Determination and Actions by the Board of Direc-
tors, etc. . . . . . . . . . . . . . . . . . . . . . . . 48
5.15 Descriptive Headings . . . . . . . . . . . . . . . . . . 49
5.16 Governing Law . . . . . . . . . . . . . . . . . . . . . 49
5.17 Counterparts . . . . . . . . . . . . . . . . . . . . . . 50
5.18 Severability . . . . . . . . . . . . . . . . . . . . . . 50

EXHIBITS

EXHIBIT A Form of Rights Certificate
(Together with Form of
Election to Exercise)

EXHIBIT B Articles of Amendment Concerning Designation
of Participating Preferred Stock

SHAREHOLDER PROTECTION RIGHTS AGREEMENT

SHAREHOLDER PROTECTION RIGHTS AGREEMENT (as amended from

time to time, this "Agreement"), dated as of October 6, 1995, between

Intermet Corporation, a Georgia corporation (the "Company"), and Trust

Company Bank, as Rights Agent (the "Rights Agent", which term shall

include any successor Rights Agent hereunder).

WITNESSETH:

WHEREAS, the Board of Directors of the Company has

(a) authorized and declared a dividend of one right ("Right") in

respect of each share of Common Stock (as hereinafter defined) held of

record as of the close of business on October 17, 1995 (the "Record

Time") and (b) as provided in Section 2.4, authorized the issuance of

one Right in respect of each share of Common Stock issued after the

Record Time and prior to the Separation Time (as hereinafter defined)

and, to the extent provided in Section 5.3, each share of Common Stock

issued after the Separation Time;

WHEREAS, subject to Sections 3.1, 5.1 and 5.10, each

Right entitles the holder thereof, after the Separation Time, to

purchase securities of the Company (or, in certain cases, of certain

other entities) pursuant to the terms and subject to the conditions set

forth herein; and

WHEREAS, the Company desires to appoint the Rights Agent

to act on behalf of the Company, and the Rights Agent is willing so to

act, in connection with the issuance, transfer, exchange and

replacement of Rights Certificates (as hereinafter defined), the

exercise of Rights and other matters referred to herein;

NOW THEREFORE, in consideration of the premises and the

respective agreements set forth herein, the parties hereby agree as

follows:

ARTICLE I

CERTAIN DEFINITIONS

1.1 Certain Definitions. For purposes of this

Agreement, the following terms have the meanings indicated:

"Acquiring Person" shall mean any Person who is a

Beneficial Owner of 10% or more of the outstanding shares of Common

Stock; provided, however, that the term "Acquiring Person" shall not

include any Person (i) who is the Beneficial Owner of 10% or more of

the outstanding shares of Common Stock on the date of this Agreement or

who shall become the Beneficial Owner of 10% or more of the outstanding

shares of Common Stock solely as a result of an acquisition by the

Company of shares of Common Stock, until such time hereafter or

thereafter as any of such Persons shall become the Beneficial Owner

(other than by means of a stock dividend or stock split) of any

additional shares of Common

Stock, (ii) who is the Beneficial Owner of 10% or more of the

outstanding shares of Common Stock but who acquired Beneficial

Ownership of shares of Common Stock without any plan or intention to

seek or affect control of the Company, if such Person promptly enters

into an irrevocable commitment promptly to divest, and thereafter

promptly divests (without exercising or retaining any power, including

voting, with respect to such shares), sufficient shares of Common Stock

(or securities convertible into, exchangeable into or exercisable for

Common Stock) so that such Person ceases to be the Beneficial Owner of

10% or more of the outstanding shares of Common Stock or (iii) who

Beneficially Owns shares of Common Stock consisting solely of one or

more of (A) shares of Common Stock Beneficially Owned pursuant to the

grant or exercise of an option granted to such Person by the Company in

connection with an agreement to merge with, or acquire, the Company

entered into prior to a Flip-in Date, (B) shares of Common Stock (or

securities convertible into, exchangeable into or exercisable for

Common Stock), Beneficially Owned by such Person or its Affiliates or

Associates at the time of grant of such option or (C) shares of Common

Stock (or securities convertible into, exchangeable into or exercisable

for Common Stock) acquired by Affiliates or Associates of such Person

after the time of such grant which, in the aggregate, amount to less

than 1% of the outstanding shares of Common Stock. In addition, the

Company, any wholly-owned Subsidiary of the Company and any employee

stock ownership or other employee benefit plan of the Company or a

wholly-owned Subsidiary of the Company shall not be an Acquiring

Person.

"Affiliate" and "Associate" shall have the respective

meanings ascribed to such terms in Rule 12b-2 under the Securities

Exchange Act of 1934, as such Rule is in effect on the date of this

Agreement.

A Person shall be deemed the "Beneficial Owner", and to

have "Beneficial Ownership" of, and to "Beneficially Own", any securi-

ties as to which such Person or any of such Person's Affiliates or

Associates is or may be deemed to be the beneficial owner of pursuant

to Rule 13d-3 and 13d-5 under the Securities Exchange Act, as such

Rules are in effect on the date of this Agreement as well as any secur-

ities as to which such Person or any of such Person's Affiliates or

Associates has the right to become Beneficial Owner (whether such right

is exercisable immediately or only after the passage of time or the

occurrence of conditions) pursuant to any agreement, arrangement or

understanding, or upon the exercise of conversion rights, exchange

rights, rights (other than the Rights), warrants or options, or

otherwise; provided, however, that a Person shall not be deemed the

"Beneficial Owner", or to have "Beneficial Ownership" of, or to

"Beneficially Own", any security (i) solely because such security has

been tendered pursuant to a tender

or exchange offer made by such Person or any of such Person's

Affiliates or Associates until such tendered security is accepted for

payment or exchange or (ii) solely because such Person or any of such

Person's Affiliates or Associates has or shares the power to vote or

direct the voting of such security pursuant to a revocable proxy given

in response to a public proxy or consent solicitation made to more than

ten holders of shares of a class of stock of the Company registered

under Section 12 of the Securities Exchange Act of 1934 and pursuant

to, and in accordance with, the applicable rules and regulations under

the Securities Exchange Act of 1934, except if such power (or the

arrangements relating thereto) is then reportable under Item 6 of

Schedule 13D under the Securities Exchange Act of 1934 (or any similar

provision of a comparable or successor report). Notwithstanding the

foregoing, no officer or director of the Company shall be deemed to

Beneficially Own any securities of any other Person by virtue of any

actions such officer or director takes in such capacity. For purposes

of this Agreement, in determining the percentage of the outstanding

shares of Common Stock with respect to which a Person is the Beneficial

Owner, all shares as to which such Person is deemed the Beneficial

Owner shall be deemed outstanding.

"Business Day" shall mean any day other than a Saturday,

Sunday or a day on which banking institutions in

Atlanta, Georgia are generally authorized or obligated by law or

executive order to close.

"Close of business" on any given date shall mean 5:00

p.m. Atlanta, Georgia time on such date (or, if such date is not a

Business Day, 5:00 p.m. Atlanta, Georgia time on the next succeeding

Business Day).

"Common Stock" shall mean the shares of Common Stock, par

value $.10 per share, of the Company.

"Exchange Time" shall mean the time at which the right to

exercise the Rights shall terminate pursuant to Section 3.1(c) hereof.

"Exercise Price" shall mean, as of any date, the price at

which a holder may purchase the securities issuable upon exercise of

one whole Right. Until adjustment thereof in accordance with the terms

hereof, the Exercise Price shall equal $40.

"Expiration Time" shall mean the earliest of (i) the

Exchange Time, (ii) the Termination Time, (iii) October 6, 2005 and

(iv) upon the merger of the Company into another corporation pursuant

to an agreement entered into prior to a Flip-in Date.

"Flip-in Date" shall mean the tenth business day after

any Stock Acquisition Date or such earlier or later date as the Board

of Directors of the Company may from time to time fix by resolution

adopted prior to the Flip-in Date that would otherwise have occurred.

"Flip-over Entity," for purposes of Section 3.2, shall

mean (i) in the case of a Flip-over Transaction or Event described in

clause (i) of the definition thereof, the Person issuing any securities

into which shares of Common Stock are being converted or exchanged and,

if no such securities are being issued, the other party to such Flip-

over Transaction or Event and (ii) in the case of a Flip-over

Transaction or Event referred to in clause (ii) of the definition

thereof, the Person receiving the greatest portion of the assets or

earning power being transferred in such Flip-over Transaction or Event,

provided in all cases if such Person is a subsidiary of a corporation,

the parent corporation shall be the Flip-Over Entity.

"Flip-over Stock" shall mean the capital stock (or

similar equity interest) with the greatest voting power in respect of

the election of directors (or other persons similarly responsible for

direction of the business and affairs) of the Flip-Over Entity.

"Flip-over Transaction or Event" shall mean a transaction

or series of transactions after a Flip-in Date in which, directly or

indirectly, (i) the Company shall consolidate or merge or participate

in a share exchange with any other Person if, at the time of the

consolidation, merger or share exchange or at the time the Company

enters into any agreement with respect to any such consolidation,

merger or share exchange, the Acquiring Person Controls the

Board of Directors of the Company and either (A) any term of or

arrangement concerning the treatment of shares of capital stock in such

consolidation, merger or share exchange relating to the Acquiring

Person is not identical to the terms and arrangements relating to other

holders of the Common Stock or (B) the Person with whom the transaction

or series of transactions occurs is the Acquiring Person or an

Affiliate or Associate of the Acquiring Person or (ii) the Company

shall sell or otherwise transfer (or one or more of its Subsidiaries

shall sell or otherwise transfer) assets (A) aggregating more than 50%

of the assets (measured by either book value or fair market value) or

(B) generating more than 50% of the operating income or cash flow, of

the Company and its Subsidiaries (taken as a whole) to any Person

(other than the Company or one or more of its wholly owned Subsidi-

aries) or to two or more such Persons which are Affiliates or Asso-

ciates or otherwise acting in concert, if, at the time of the entry by

the Company (or any such Subsidiary) into an agreement with respect to

such sale or transfer of assets, the Acquiring Person Controls the

Board of Directors of the Company. An Acquiring Person shall be deemed

to Control the Company's Board of Directors when, following a Flip-in

Date, the persons who were directors of the Company before the Flip-in

Date shall cease to constitute a majority of the Company's Board of

Directors.

"Market Price" per share of any securities on any date

shall mean the average of the daily closing prices per share of such

securities (determined as described below) on each of the 20

consecutive Trading Days through and including the Trading Day imme-

diately preceding such date; provided, however, that if an event of a

type analogous to any of the events described in Section 2.4 hereof

shall have caused the closing prices used to determine the Market Price

on any Trading Days during such period of 20 Trading Days not to be

fully comparable with the closing price on such date, each such closing

price so used shall be appropriately adjusted in order to make it fully

comparable with the closing price on such date. The closing price per

share of any securities on any date shall be the last reported sale

price, regular way, or, in case no such sale takes place or is quoted

on such date, the average of the closing bid and asked prices, regular

way, for each share of such securities, 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, Inc. or, if the securities are not listed or admitted to

trading on the New York Stock Exchange, Inc., as reported in the prin-

cipal consolidated transaction reporting system with respect to

securities listed on the principal national securities exchange on

which the securities are listed or admitted to trading or, if the

securities are not

listed or admitted to trading on any national securities exchange, as

reported by the National Association of Securities Dealers, Inc. Auto-

mated Quotation System or such other system then in use, or, if on any

such date the securities are not listed or admitted to trading on any

national securities exchange or 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 securities selected by

the Board of Directors of the Company; provided, however, that if on

any such date the securities are not listed or admitted to trading on a

national securities exchange or traded in the over-the-counter market,

the closing price per share of such securities on such date shall mean

the fair value per share of securities on such date as determined in

good faith by the Board of Directors of the Company, after consultation

with a nationally recognized investment banking firm, and set forth in

a certificate delivered to the Rights Agent.

"Person" shall mean any individual, firm, partnership,

association, group (as such term is used in Rule 13d-5 under the

Securities Exchange Act of 1934, as such Rule is in effect on the date

of this Agreement), corporation or other entity.

"Preferred Stock" shall mean the series of Participating

Preferred Stock, par value $1.00 per share, of the Company created by

Articles of Amendment in substantially

the form set forth in Exhibit B hereto appropriately completed.

"Separation Time" shall mean the close of business on the

earlier of (i) the tenth business day (or such later date as the Board

of Directors of the Company may from time to time fix by resolution

adopted prior to the Separation Time that would otherwise have

occurred) after the date on which any Person commences a tender or

exchange offer which, if consummated, would result in such Person's

becoming an Acquiring Person and (ii) the Flip-in Date; provided, that

if the foregoing results in the Separation Time being prior to the

Record Time, the Separation Time shall be the Record Time and provided

further, that if any tender or exchange offer referred to in clause (i)

of this paragraph is cancelled, terminated or otherwise withdrawn prior

to the Separation Time without the purchase of any shares of Common

Stock pursuant thereto, such offer shall be deemed, for purposes of

this paragraph, never to have been made.

"Stock Acquisition Date" shall mean the first date of

public announcement by the Company (by any means) that an Acquiring

Person has become such.

"Subsidiary" of any specified Person shall mean any

corporation or other entity of which a majority of the voting power of

the equity securities or a majority of the equity interest is

Beneficially Owned, directly or indirectly, by such Person.

"Termination Time" shall mean the time at which the right

to exercise the Rights shall terminate pursuant to Section 5.1 hereof.

"Trading Day," when used with respect to any securities,

shall mean a day on which the New York Stock Exchange, Inc. is open for

the transaction of business or, if such securities are not listed or

admitted to trading on the New York Stock Exchange, Inc., a day on

which the principal national securities exchange on which such secur-

ities are listed or admitted to trading is open for the transaction of

business or, if such securities are not listed or admitted to trading

on any national securities exchange, a Business Day.

ARTICLE II

THE RIGHTS

2.1 Summary of Rights. As soon as practicable after

the Record Time, the Company will mail a letter summarizing the terms

of the Rights to each holder of record of Common Stock as of the Record

Time, at such holder's address as shown by the records of the Company.

2.2 Legend on Common Stock Certificates. Certificates

for the Common Stock issued after the Record Time but prior to the

Separation Time shall evidence one Right for each share of Common Stock

represented thereby and shall

have impressed on, printed on, written on or otherwise affixed to them

the following legend:

Until the Separation Time (as defined in the Rights
Agreement referred to below), this certificate also
evidences and entitles the holder hereof to certain Rights
as set forth in a Rights Agreement, dated as of October 6,
1995 (as such may be amended from time to time, the "Rights
Agreement"), between Intermet Corporation (the "Company")
and Trust Company Bank, as Rights Agent, the terms of which
are hereby incorporated herein by reference and a copy of
which is on file at the principal executive offices of the
Company. Under certain circumstances, as set forth in the
Rights Agreement, such Rights may be terminated, may become
exercisable for securities or assets of the Company or of
another entity, may be exchanged for shares of Common Stock
or other securities or assets of the Company, may expire,
may become void (if they are "Beneficially Owned" by an
"Acquiring Person" or an Affiliate or Associate thereof, as
such terms are defined in the Rights Agreement, or by any
transferee of any of the foregoing) or may be evidenced by
separate certificates and may no longer be evidenced by this
certificate. The Company will mail or arrange for the
mailing of a copy of the Rights Agreement to the holder of
this certificate without charge promptly after the receipt
of a written request therefor.

Certificates representing shares of Common Stock that are issued and

outstanding at the Record Time shall evidence one Right for each share

of Common Stock evidenced thereby notwithstanding the absence of the

foregoing legend.

2.3 Exercise of Rights; Separation of Rights.

(a) Subject to Sections 3.1, 5.1 and 5.10 and subject to adjustment as

herein set forth, each Right will entitle the holder thereof, after the

Separation Time and prior to the Expiration Time, to purchase, for the

Exercise Price, one one-hundredth of a share of Preferred Stock.

(b) Until the Separation Time, (i) no Right may be

exercised and (ii) each Right will be evidenced by the certificate for

the associated share of Common Stock (together, in the case of

certificates issued prior to the Record Time, with the letter or notice

mailed to the record holder thereof pursuant to Section 2.1) and will

be transferable only together with, and will be transferred by a

transfer (whether with or without such letter or notice) of, such

associated share.

5.1 and 5.10, after the Separation Time and prior to the Expiration

Time, the Rights (i) may be exercised and (ii) may be transferred

independent of shares of Common Stock. Promptly following the

Separation Time, the Rights Agent will mail to each holder of record of

Common Stock as of the Separation Time (other than any Person whose

Rights have become void pursuant to Section 3.1(b)), at such holder's

address as shown by the records of the Company (the Company hereby

agreeing to furnish copies of such records to the Rights Agent for this

purpose), (x) a certificate (a "Rights Certificate") in substantially

the form of Exhibit A hereto appropriately completed, representing the

number of Rights held by such holder at the Separation Time and having

such marks of identification or designation and such legends, summaries

or endorsements printed thereon as the Company may deem appropriate and

as are not inconsistent

with the provisions of this Agreement, or as may be required to comply

with any law or with any rule or regulation made pursuant thereto or

with any rule or regulation of any national securities exchange or

quotation system on which the Rights may from time to time be listed or

traded, or to conform to usage, and (y) a disclosure statement

describing the Rights.

(d) Subject to Sections 3.1, 5.1 and 5.10, Rights may

be exercised on any Business Day after the Separation Time and prior to

the Expiration Time by submitting to the Rights Agent the Rights

Certificate evidencing such Rights with an Election to Exercise (an

"Election to Exercise") substantially in the form attached to the

Rights Certificate duly completed, accompanied by payment in cash, or

by certified or official bank check or money order payable to the order

of the Company, of a sum equal to the Exercise Price multiplied by the

number of Rights being exercised and a sum sufficient to cover any

transfer tax or charge which may be payable in respect of any transfer

involved in the transfer or delivery of Rights Certificates or the

issuance or delivery of certificates for shares or depositary receipts

(or both) in a name other than that of the holder of the Rights being

exercised.

(e) Upon receipt of a Rights Certificate, with an

Election to Exercise accompanied by payment as set forth in

Section 2.3(d), and subject to Sections 3.1, 5.1 and 5.10,

the Rights Agent will thereupon promptly (i)(A) requisition from a

transfer agent stock certificates evidencing such number of shares or

other securities to be purchased (the Company hereby irrevocably

authorizing its transfer agents to comply with all such requisitions)

and (B) if the Company elects pursuant to Section 5.5 not to issue

certificates representing fractional shares, requisition from the

depositary selected by the Company depositary receipts representing the

fractional shares to be purchased or requisition from the Company the

amount of cash to be paid in lieu of fractional shares in accordance

with Section 5.5 and (ii) after receipt of such certificates, deposi-

tary receipts and/or cash, deliver the same to or upon the order of the

registered holder of such Rights Certificate, registered (in the case

of certificates or depositary receipts) in such name or names as may be

designated by such holder.

(f) In case the holder of any Rights shall exercise

less than all the Rights evidenced by such holder's Rights Certificate,

a new Rights Certificate evidencing the Rights remaining unexercised

will be issued by the Rights Agent to such holder or to such holder's

duly authorized assigns.

(g) The Company covenants and agrees that it will

(i) take all such action as may be necessary to ensure that all shares

delivered upon exercise of Rights shall, at the time of delivery of the

certificates for such shares

(subject to payment of the Exercise Price), be duly and validly

authorized, executed, issued and delivered and fully paid and

nonassessable; (ii) take all such action as may be necessary to comply

with any applicable requirements of the Securities Act of 1933 or the

Securities Exchange Act of 1934, and the rules and regulations

thereunder, and any other applicable law, rule or regulation, in

connection with the issuance of any shares upon exercise of Rights; and

(iii) pay when due and payable any and all federal and state transfer

taxes and charges which may be payable in respect of the original

issuance or delivery of the Rights Certificates or of any shares issued

upon the exercise of Rights, provided that the Company shall not be

required to pay any transfer tax or charge which may be payable in

respect of any transfer involved in the transfer or delivery of Rights

Certificates or the issuance or delivery of certificates for shares in

a name other than that of the holder of the Rights being transferred or

exercised.

2.4 Adjustments to Exercise Price; Number of Rights.

(a) In the event the Company shall at any time after the Record Time

and prior to the Separation Time (i) declare or pay a dividend on

Common Stock payable in Common Stock, (ii) subdivide the outstanding

Common Stock or (iii) combine the outstanding Common Stock into a

smaller number of shares of Common Stock, (x) the Exercise Price in

effect after such adjustment will be equal to the Exercise

Price in effect immediately prior to such adjustment divided by the

number of shares of Common Stock (the "Expansion Factor") that a holder

of one share of Common Stock immediately prior to such dividend,

subdivision or combination would hold thereafter as a result thereof

and (y) each Right held prior to such adjustment will become that

number of Rights equal to the Expansion Factor, and the adjusted number

of Rights will be deemed to be distributed among the shares of Common

Stock with respect to which the original Rights were associated (if

they remain outstanding) and the shares issued in respect of such divi-

dend, subdivision or combination, so that each such share of Common

Stock will have exactly one Right associated with it. Each adjustment

made pursuant to this paragraph shall be made as of the payment or

effective date for the applicable dividend, subdivision or combination.

In the event the Company shall at any time after the

Record Time and prior to the Separation Time issue any shares of Common

Stock otherwise than in a transaction referred to in the preceding

paragraph, each such share of Common Stock so issued shall

automatically have one new Right associated with it, which Right shall

be evidenced by the certificate representing such share. To the extent

provided in Section 5.3, Rights shall be issued by the Company in

respect of shares of Common Stock that are issued or sold by the

Company after the Separation Time.

(b) In the event the Company shall at any time after the

Record Time and prior to the Separation Time issue or distribute any

securities or assets in respect of, in lieu of or in exchange for

Common Stock (other than pursuant to a regular periodic cash dividend

or a dividend paid solely in Common Stock) whether by dividend, in a

reclassification or recapitalization (including any such transaction

involving a merger, consolidation or share exchange), or otherwise, the

Company shall make such adjustments, if any, in the Exercise Price,

number of Rights and/or securities or other property purchasable upon

exercise of Rights as the Board of Directors of the Company, in its

sole discretion, may deem to be appropriate under the circumstances in

order to adequately protect the interests of the holders of Rights

generally, and the Company and the Rights Agent shall amend this

Agreement as necessary to provide for such adjustments.

to this Section 2.4 shall be calculated to the nearest cent. Whenever

an adjustment to the Exercise Price is made pursuant to this

Section 2.4, the Company shall (i) promptly prepare a certificate

setting forth such adjustment and a brief statement of the facts

accounting for such adjustment and (ii) promptly file with the Rights

Agent and with each transfer agent for the Common Stock a copy of such

certificate.

(d) Rights Certificates shall represent the securities

purchasable under the terms of this Agreement, including any adjustment

or change in the securities purchasable upon exercise of the Rights,

even though such certificates may continue to express the securities

purchasable at the time of issuance of the initial Rights Certificates.

2.5 Date on Which Exercise is Effective. Each person

in whose name any certificate for shares is issued upon the exercise of

Rights shall for all purposes be deemed to have become the holder of

record of the shares represented thereby on the date upon which the

Rights Certificate evidencing such Rights was duly surrendered and

payment of the Exercise Price for such Rights (and any applicable taxes

and other governmental charges payable by the exercising holder

hereunder) was made; provided, however, that if the date of such

surrender and payment is a date upon which the stock transfer books of

the Company are closed, such person shall be deemed to have become the

record holder of such shares on, and such certificate shall be dated,

the next succeeding Business Day on which the stock transfer books of

the Company are open.

2.6 Execution, Authentication, Delivery and Dating of

Rights Certificates. (a) The Rights Certificates shall be executed on

behalf of the Company by its Chairman of the Board, President or one of

its Vice Presidents, under

its corporate seal reproduced thereon attested by its Secretary or one

of its Assistant Secretaries. The signature of any of these officers

on the Rights Certificates may be manual or facsimile.

Rights Certificates bearing the manual or facsimile

signatures of individuals who were at any time the proper officers of

the Company shall bind the Company, notwithstanding that such

individuals or any of them have ceased to hold such offices prior to

the countersignature and delivery of such Rights Certificates.

Promptly after the Separation Time, the Company will

notify the Rights Agent of such Separation Time and will deliver Rights

Certificates executed by the Company to the Rights Agent for counter-

signature, and, subject to Section 3.1(b), the Rights Agent shall

manually countersign and deliver such Rights Certificates to the

holders of the Rights pursuant to Section 2.3(c) hereof. No Rights

Certificate shall be valid for any purpose unless manually counter-

signed by the Rights Agent.

(b) Each Rights Certificate shall be dated the date of

countersignature thereof.

2.7 Registration, Registration of Transfer and

Exchange. (a) After the Separation Time, the Company will cause to be

kept a register (the "Rights Register") in which, subject to such

reasonable regulations as it may prescribe, the Company will provide

for the registration and

transfer of Rights. The Rights Agent is hereby appointed "Rights

Registrar" for the purpose of maintaining the Rights Register for the

Company and registering Rights and transfers of Rights after the

Separation Time as herein provided. In the event that the Rights Agent

shall cease to be the Rights Registrar, the Rights Agent will have the

right to examine the Rights Register at all reasonable times after the

Separation Time.

After the Separation Time and prior to the Expiration

Time, upon surrender for registration of transfer or exchange of any

Rights Certificate, and subject to the provisions of Section 2.7(c) and

(d), the Company will execute, and the Rights Agent will countersign

and deliver, in the name of the holder or the designated transferee or

transferees, as required pursuant to the holder's instructions, one or

more new Rights Certificates evidencing the same aggregate number of

Rights as did the Rights Certificate so surrendered.

(b) Except as otherwise provided in Section 3.1(b), all

Rights issued upon any registration of transfer or exchange of Rights

Certificates shall be the valid obligations of the Company, and such

Rights shall be entitled to the same benefits under this Agreement as

the Rights surrendered upon such registration of transfer or exchange.

registration of transfer or exchange shall be duly endorsed, or be

accompanied by a written instrument of transfer in form satisfactory to

the Company or the Rights Agent, as the case may be, duly executed by

the holder thereof or such holder's attorney duly authorized in

writing. As a condition to the issuance of any new Rights Certificate

under this Section 2.7, the Company may require the payment of a sum

sufficient to cover any tax or other governmental charge that may be

imposed in relation thereto.

(d) The Company shall not be required to register the

transfer or exchange of any Rights after such Rights have become void

under Section 3.1(b), been exchanged under Section 3.1(c) or been

terminated under Section 5.1.

2.8 Mutilated, Destroyed, Lost and Stolen Rights

Certificates. (a) If any mutilated Rights Certificate is surrendered

to the Rights Agent prior to the Expiration Time, then, subject to

Sections 3.1(b), 3.1(c) and 5.1, the Company shall execute and the

Rights Agent shall countersign and deliver in exchange therefor a new

Rights Certificate evidencing the same number of Rights as did the

Rights Certificate so surrendered.

(b) If there shall be delivered to the Company and the

Rights Agent prior to the Expiration Time (i) evidence to their

satisfaction of the destruction, loss or theft of any Rights

Certificate and (ii) such security or

indemnity as may be required by them to save each of them and any of

their agents harmless, then, subject to Sections 3.1(b), 3.1(c) and 5.1

and in the absence of notice to the Company or the Rights Agent that

such Rights Certificate has been acquired by a bona fide purchaser, the

Company shall execute and upon its request the Rights Agent shall

countersign and deliver, in lieu of any such destroyed, lost or stolen

Rights Certificate, a new Rights Certificate evidencing the same number

of Rights as did the Rights Certificate so destroyed, lost or stolen.

Certificate under this Section 2.8, the Company may require the payment

of a sum sufficient to cover any tax or other governmental charge that

may be imposed in relation thereto and any other expenses (including

the fees and expenses of the Rights Agent) connected therewith.

(d) Every new Rights Certificate issued pursuant to

this Section 2.8 in lieu of any destroyed, lost or stolen Rights

Certificate shall evidence an original additional contractual

obligation of the Company, whether or not the destroyed, lost or stolen

Rights Certificate shall be at any time enforceable by anyone, and,

subject to Section 3.1(b), shall be entitled to all the benefits of

this Agreement equally and proportionately with any and all other

Rights duly issued hereunder.

2.9 Persons Deemed Owners. Prior to due presentment of

a Rights Certificate (or, prior to the Separation Time, the associated

Common Stock certificate) for registration of transfer, the Company,

the Rights Agent and any agent of the Company or the Rights Agent may

deem and treat the person in whose name such Rights Certificate (or,

prior to the Separation Time, such Common Stock certificate) is

registered as the absolute owner thereof and of the Rights evidenced

thereby for all purposes whatsoever, and neither the Company nor the

Rights Agent shall be affected by any notice to the contrary. As used

in this Agreement, unless the context otherwise requires, the term

"holder" of any Rights shall mean the registered holder of such Rights

(or, prior to the Separation Time, the associated shares of Common

Stock).

2.10 Delivery and Cancellation of Certificates. All

Rights Certificates surrendered upon exercise or for registration of

transfer or exchange shall, if surrendered to any person other than the

Rights Agent, be delivered to the Rights Agent and, in any case, shall

be promptly cancelled by the Rights Agent. The Company may at any time

deliver to the Rights Agent for cancellation any Rights Certificates

previously countersigned and delivered hereunder which the Company may

have acquired in any manner whatsoever, and all Rights Certificates so

delivered shall be promptly cancelled by the Rights Agent. No Rights

Certi

ficates shall be countersigned in lieu of or in exchange for any Rights

Certificates cancelled as provided in this Section 2.10, except as

expressly permitted by this Agreement. The Rights Agent shall return

all cancelled Rights Certificates to the Company.

2.11 Agreement of Rights Holders. Every holder of

Rights by accepting the same consents and agrees with the Company and

the Rights Agent and with every other holder of Rights that:

(a) prior to the Separation Time, each Right will be

transferable only together with, and will be transferred by a transfer

of, the associated share of Common Stock;

(b) after the Separation Time, the Rights Certificates

will be transferable only on the Rights Register as provided herein;

(or, prior to the Separation Time, the associated Common Stock

certificate) for registration of transfer, the Company, the Rights

Agent and any agent of the Company or the Rights Agent may deem and

treat the person in whose name the Rights Certificate (or, prior to the

Separation Time, the associated Common Stock certificate) is registered

as the absolute owner thereof and of the Rights evidenced thereby for

all purposes whatsoever, and neither the Company nor the Rights Agent

shall be affected by any notice to the contrary;

(d) Rights beneficially owned by certain Persons will,

under the circumstances set forth in Section 3.1(b), become void; and

(e) this Agreement may be supplemented or amended from

time to time pursuant to Section 2.4(b) or 5.4 hereof.

ARTICLE III

ADJUSTMENTS TO THE RIGHTS IN
THE EVENT OF CERTAIN TRANSACTIONS

3.1 Flip-in. (a) In the event that prior to the

Expiration Time a Flip-in Date shall occur, except as provided in this

Section 3.1, each Right shall constitute the right to purchase from the

Company, upon exercise thereof in accordance with the terms hereof (but

subject to Section 5.10), that number of shares of Common Stock having

an aggregate Market Price on the Stock Acquisition Date equal to twice

the Exercise Price for an amount in cash equal to the Exercise Price

(such right to be appropriately adjusted in order to protect the

interests of the holders of Rights generally in the event that on or

after such Stock Acquisition Date an event of a type analogous to any

of the events described in Section 2.4(a) or (b) shall have occurred

with respect to the Common Stock).

(b) Notwithstanding the foregoing, any Rights that are

or were Beneficially Owned on or after the Stock Acquisition Date by an

Acquiring Person or an Affiliate or Associate thereof or by any

transferee, direct or indirect,

of any of the foregoing shall become void and any holder of such Rights

(including transferees) shall thereafter have no right to exercise or

transfer such Rights under any provision of this Agreement. If any

Rights Certificate is presented for assignment or exercise and the

Person presenting the same will not complete the certification set

forth at the end of the form of assignment or notice of election to

exercise and provide such additional evidence of the identity of the

Beneficial Owner and its Affiliates and Associates (or former Benefi-

cial Owners and their Affiliates and Associates) as the Company shall

reasonably request, then the Company shall be entitled conclusively to

deem the Beneficial Owner thereof to be an Acquiring Person or an

Affiliate or Associate thereof or a transferee of any of the foregoing

and accordingly will deem the Rights evidenced thereby to be void and

not transferable or exercisable.

option, at any time after a Flip-in Date and prior to the time that an

Acquiring Person becomes the Beneficial Owner of more than 50% of the

outstanding shares of Common Stock, elect to exchange all (but not less

than all) the then outstanding Rights (which shall not include Rights

that have become void pursuant to the provisions of Section 3.1(b)) for

shares of Common Stock at an exchange ratio of one share of Common

Stock per Right, appropriately adjusted in order to protect the

interests of holders of

Rights generally in the event that after the Separation Time an event

of a type analogous to any of the events described in Section 2.4(a) or

(b) shall have occurred with respect to the Common Stock (such exchange

ratio, as adjusted from time to time, being hereinafter referred to as

the "Exchange Ratio").

Immediately upon the action of the Board of Directors of

the Company electing to exchange the Rights, without any further action

and without any notice, the right to exercise the Rights will terminate

and each Right (other than Rights that have become void pursuant to

Section 3.1(b)) will thereafter represent only the right to receive a

number of shares of Common Stock equal to the Exchange Ratio. Promptly

after the action of the Board of Directors electing to exchange the

Rights, the Company shall give notice thereof (specifying the steps to

be taken to receive shares of Common Stock in exchange for Rights) to

the Rights Agent and the holders of the Rights (other than Rights that

have become void pursuant to Section 3.1(b)) outstanding immediately

prior thereto by mailing such notice in accordance with Section 5.9.

Each Person in whose name any certificate for shares is

issued upon the exchange of Rights pursuant to this Section 3.1(c) or

Section 3.1(d) shall for all purposes be deemed to have become the

holder of record of the shares represented thereby on, and such

certificate shall be dated,

the date upon which the Rights Certificate evidencing such Rights was

duly surrendered and payment of any applicable taxes and other

governmental charges payable by the holder was made; provided, however,

that if the date of such surrender and payment is a date upon which the

stock transfer books of the Company are closed, such Person shall be

deemed to have become the record holder of such shares on, and such

certificate shall be dated, the next succeeding Business Day on which

the stock transfer books of the Company are open.

(d) Whenever the Company shall become obligated under

Section 3.1(a) or (c) to issue shares of Common Stock upon exercise of

or in exchange for Rights, the Company, at its option, may substitute

therefor shares of Preferred Stock, at a ratio of one one-hundredth of

a share of Preferred Stock for each share of Common Stock so issuable.

(e) In the event that there shall not be sufficient

treasury shares or authorized but unissued shares of Common Stock or

Preferred Stock of the Company to permit the exercise or exchange in

full of the Rights in accordance with Section 3.1(a) or (c), the

Company shall either (i) call a meeting of shareholders seeking

approval to cause sufficient additional shares to be authorized

(provided that if such approval is not obtained the Company will take

the action specified in clause (ii) of this sentence) or (ii) take such

action as shall be necessary to ensure and provide, to the extent

permitted by applicable law and any

agreements or instruments in effect on the Stock Acquisition Date to

which it is a party, that each Right shall thereafter constitute the

right to receive, (x) at the Company's option, either (A) in return for

the Exercise Price, debt or equity securities or other assets (or a

combination thereof) having a fair value equal to twice the Exercise

Price, or (B) without payment of consideration (except as otherwise

required by applicable law), debt or equity securities or other assets

(or a combination thereof) having a fair value equal to the Exercise

Price, or (y) if the Board of Directors of the Company elects to

exchange the Rights in accordance with Section 3.1(c), debt or equity

securities or other assets (or a combination thereof) having a fair

value equal to the product of the Market Price of a share of Common

Stock on the Flip-in Date times the Exchange Ratio in effect on the

Flip-in Date, where in any case set forth in (x) or (y) above the fair

value of such debt or equity securities or other assets shall be as

determined in good faith by the Board of Directors of the Company,

after consultation with a nationally recognized investment banking

firm.

3.2 Flip-over. (a) Prior to the Expiration Time, the

Company shall not enter into any agreement with respect to, consummate

or permit to occur any Flip-over Transaction or Event unless and until

it shall have entered into a supplemental agreement with the Flip-over

Entity, for

the benefit of the holders of the Rights, providing that, upon

consummation or occurrence of the Flip-over Transaction or Event

(i) each Right shall thereafter constitute the right to purchase from

the Flip-over Entity, upon exercise thereof in accordance with the

terms hereof, that number of shares of Flip-over Stock of the Flip-over

Entity having an aggregate Market Price on the date of consummation or

occurrence of such Flip-over Transaction or Event equal to twice the

Exercise Price for an amount in cash equal to the Exercise Price (such

right to be appropriately adjusted in order to protect the interests of

the holders of Rights generally in the event that after such date of

consummation or occurrence an event of a type analogous to any of the

events described in Section 2.4(a) or (b) shall have occurred with

respect to the Flip-over Stock) and (ii) the Flip-over Entity shall

thereafter be liable for, and shall assume, by virtue of such Flip-over

Transaction or Event and such supplemental agreement, all the

obligations and duties of the Company pursuant to this Agreement. The

provisions of this Section 3.2 shall apply to successive Flip-over

Transactions or Events.

(b) Prior to the Expiration Time, unless the Rights will

be terminated pursuant to Section 5.1 hereof in connection therewith,

the Company shall not enter into any agreement with respect to, consum-

mate or permit to occur any Flip-over Transaction or Event if at the

time thereof there

are any rights, warrants or securities outstanding or any other

arrangements, agreements or instruments that would eliminate or

otherwise diminish in any material respect the benefits intended to be

afforded by this Rights Agreement to the holders of Rights upon

consummation of such transaction.

ARTICLE IV

THE RIGHTS AGENT

4.1 General. (a) The Company hereby appoints the

Rights Agent to act as agent for the Company in accordance with the

terms and conditions hereof, and the Rights Agent hereby accepts such

appointment. The Company agrees to 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 also agrees to indemnify the Rights

Agent for, and to hold it harmless against, any loss, liability, or

expense, incurred without gross 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.

(b) The Rights Agent shall be protected and shall 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 certificate for securities purchasable upon exercise

of Rights, Rights Certificate, certificate for 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.

4.2 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 shareholder services

business of the Rights Agent or any successor Rights Agent, will be the

successor to the Rights Agent under this Agreement without the execu-

tion 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 4.4 hereof. In case at the time such successor Rights Agent

succeeds to the

agency created by this Agreement any of the Rights Certificates have

been countersigned but not delivered, any such successor Rights Agent

may adopt the countersignature of the predecessor Rights Agent and

deliver such Rights Certificates so countersigned; and in case at that

time any of the Rights Certificates have not been countersigned, any

successor Rights Agent may countersign such Rights 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 Rights Certificates

will have the full force provided in the Rights Certificates and in

this Agreement.

(b) In case at any time the name of the Rights Agent is

changed and at such time any of the Rights Certificates shall have been

countersigned but not delivered, the Rights Agent may adopt the

countersignature under its prior name and deliver Rights Certificates

so countersigned; and in case at that time any of the Rights

Certificates shall not have been countersigned, the Rights Agent may

countersign such Rights Certificates either in its prior name or in its

changed name; and in all such cases such Rights Certificates shall have

the full force provided in the Rights Certificates and in this

Agreement.

4.3 Duties of Rights Agent. The Rights Agent

undertakes the duties and obligations imposed by this Agreement upon

the following terms and conditions, by all of

which the Company and the holders of Rights Certificates, by their

acceptance thereof, shall be bound:

(a) 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 a person believed by the Rights Agent to be the

Chairman of the Board, the President or any Vice President and by the

Treasurer or any Assistant Treasurer or the Secretary or any Assistant

Secretary 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.

its own gross 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 certificates for securities purchasable upon

exercise of Rights or the Rights Certificates (except its countersigna-

ture 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 authorization, execution

and delivery hereof by the Rights Agent) or in respect of the validity

or execution of any certificate for securities purchasable upon

exercise of Rights or Rights Certificate (except its countersignature

thereof); nor will it be responsible for any breach by the Company of

any covenant or condition contained in this Agreement or in any Rights

Certificate; nor will it be responsible for any change in the exercis-

ability of the Rights (including the Rights becoming void pursuant to

Section 3.1(b) hereof) or any adjustment required under the provisions

of Section 2.4, 3.1 or 3.2 hereof 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 after receipt of the certificate contemplated by

Section 2.4 describing

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 securities purchasable upon exercise of Rights or

any Rights or as to whether any securities purchasable upon exercise of

Rights will, when issued, be duly and validly authorized, executed,

issued and delivered and fully paid and nonassessable.

(f) The Company agrees that it 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 by the Rights Agent to be the

Chairman of the Board, the President or any Vice President or the

Secretary or any Assistant Secretary or the Treasurer or any Assistant

Treasurer of the Company, and to apply to such persons for advice or

instructions in connection with its duties, and it shall not be liable

for any action taken or suffered by it in good faith in accordance with

instructions of any such person.

(h) The Rights Agent and any shareholder, director,

officer or employee of the Rights Agent may buy, sell or deal in Common

Stock, 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 shall preclude the Rights Agent from acting in any other

capacity for the Company or for any other legal entity.

(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.

4.4 Change of Rights Agent. The Rights Agent may

resign and be discharged from its duties under this Agreement upon

90 days' notice (or such lesser notice as is acceptable to the Company)

in writing mailed to the Company and to each transfer agent of Common

Stock by registered or certified mail, and to the holders of the Rights

in accordance with Section 5.9. The Company may remove the Rights

Agent upon 30 days' notice in writing, mailed to the Rights Agent and

to each transfer agent of the Common Stock by registered or certified

mail, and to the holders of the Rights in accordance with Section 5.9.

If the Rights Agent should resign or be removed or otherwise become

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 days after 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 any Rights (which holder shall, with

such notice, submit such holder's Rights Certificate for inspection by

the Company), then the holder of any Rights 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, shall be a corporation organized and doing business under the

laws of the United States or of the State of Georgia or any other State

of the United States, in good standing, which is authorized under such

laws to exercise the powers of the Rights Agent contemplated by this

Agreement 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 $50,000,000. 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 shall 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 Common Stock, and mail a notice thereof in writing to the holders

of the Rights. Failure to give any notice provided for in this

Section 4.4, however, or any defect therein, shall 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.

ARTICLE V

MISCELLANEOUS

5.1 Termination. (a) The Board of Directors of the

Company may, at its option, at any time prior to the close of business

on the Flip-in Date, elect to terminate the Rights without any payment

to any holder thereof.

(b) Immediately upon the action of the Board of

Directors of the Company electing to terminate the Rights (or, if the

resolution of the Board of Directors electing to terminate the Rights

states that the termination will not be effective until the occurrence

of a specified future time or

event, upon the occurrence of such future time or event), without any

further action and without any notice, the right to exercise the Rights

will terminate and each Right will thereafter be null and void.

5.2 Expiration. The Rights and this Agreement shall

expire at the Expiration Time and no Person shall have any rights

pursuant to this Agreement or any Right after the Expiration Time,

except, if the Rights are exchanged, as provided in Section 3.1 hereof.

5.3 Issuance of New Rights Certificates. Notwith-

standing any of the provisions of this Agreement or of the Rights to

the contrary, the Company may, at its option, issue new Rights

Certificates evidencing Rights in such form as may be approved by its

Board of Directors to reflect any adjustment or change in the number or

kind or class of shares of stock purchasable upon exercise of Rights

made in accordance with the provisions of this Agreement. In addition,

in connection with the issuance or sale of shares of Common Stock by

the Company following the Separation Time and prior to the Expiration

Time pursuant to the terms of securities convertible or redeemable into

shares of Common Stock or to options, in each case issued or granted

prior to, and outstanding at, the Separation Time, the Company shall

issue to the holders of such shares of Common Stock, Rights

Certificates representing the appropriate number of Rights in

connection with the issuance or sale of such

shares of Common Stock; provided, however, in each case, (i) no such

Rights Certificate shall be issued, if, and to the extent that, the

Company shall be advised by counsel that such issuance would create a

significant risk of material adverse tax consequences to the Company or

to the Person to whom such Rights Certificates would be issued, (ii) no

such Rights Certificates shall be issued if, and to the extent that,

appropriate adjustment shall have otherwise been made in lieu of the

issuance thereof, and (iii) the Company shall have no obligation to

distribute Rights Certificates to any Acquiring Person or Affiliate or

Associate of an Acquiring Person or any transferee of any of the fore-

going.

5.4 Supplements and Amendments. The Company and the

Rights Agent may from time to time supplement or amend this Agreement

without the approval of any holders of Rights (i) prior to the close of

business on the Flip-in Date, in any respect and (ii) after the close

of business on the Flip-in Date, to make any changes that the Company

may deem necessary or desirable and which shall not materially

adversely affect the interests of the holders of Rights generally or in

order to cure any ambiguity or to correct or supplement any provision

contained herein which may be inconsistent with any other provisions

herein or otherwise defective. The Rights Agent will duly execute and

deliver any

supplement or amendment hereto requested by the Company which satisfies

the terms of the preceding sentence.

5.5 Fractional Shares. If the Company elects not to

issue certificates representing fractional shares upon exercise of

Rights, the Company shall, in lieu thereof, in the sole discretion of

the Board of Directors, either (a) evidence such fractional shares by

depositary receipts issued pursuant to an appropriate agreement between

the Company and a depositary selected by it, providing that each holder

of a depositary receipt shall have all of the rights, privileges and

preferences to which such holder would be entitled as a beneficial

owner of such fractional share, or (b) sell such shares on behalf of

the holders of Rights and pay to the registered holder of such Rights

the appropriate fraction of the price per share received upon such sale.

5.6 Rights of Action. Subject to the terms of this

Agreement (including Section 3.1(b)), rights of action in respect of

this Agreement, other than rights of action vested solely in the Rights

Agent, are vested in the respective holders of the Rights; and any

holder of any Rights, without the consent of the Rights Agent or of the

holder of any other Rights, may, on such holder's own behalf and for

such holder's own benefit and the benefit of other holders of Rights,

enforce, and may institute and maintain any suit, action or proceeding

against the Company to enforce, or otherwise act in respect of, such

holder's right to exercise

such holder's Rights in the manner provided in such holder's Rights

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, and injunctive relief

against actual or threatened violations of, the obligations of any

Person subject to this Agreement.

5.7 Holder of Rights Not Deemed a Shareholder. No

holder, as such, of any Rights shall be entitled to vote, receive

dividends or be deemed for any purpose the holder of shares or any

other securities which may at any time be issuable on the exercise of

such Rights, nor shall anything contained herein or in any Rights

Certificate be construed to confer upon the holder of any Rights, as

such, any of the rights of a shareholder of the Company or any right to

vote for the election of directors or upon any matter submitted to

shareholders at any meeting thereof, or to give or withhold consent to

any corporate action, or to receive notice of meetings or other actions

affecting shareholders (except as provided in Section 5.8 hereof), or

to receive dividends or subscription rights, or otherwise, until such

Rights shall have been exercised or exchanged in accordance with the

provisions hereof.

5.8 Notice of Proposed Actions. In case the Company

shall propose after the Separation Time and prior to the Expiration

Time (i) to effect or permit occurrence of any Flip-over Transaction or

Event or (ii) to effect the liquidation, dissolution or winding up of

the Company, then, in each such case, the Company shall give to each

holder of a Right, in accordance with Section 5.9 hereof, a notice of

such proposed action, which shall specify the date on which such Flip-

over Transaction or Event, liquidation, dissolution, or winding up is

to take place, and such notice shall be so given at least 20 Business

Days prior to the date of the taking of such proposed action.

5.9 Notices. Notices or demands authorized or required

by this Agreement to be given or made by the Rights Agent or by the

holder of any Rights to or on the Company shall be sufficiently given

or made if delivered or sent by first-class mail, postage prepaid,

addressed (until another address is filed in writing with the Rights

Agent) as follows:

Intermet Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: Secretary

Any notice or demand authorized or required by this Agreement to be

given or made by the Company or by the holder of any Rights to or on

the Rights Agent shall be sufficiently given or made if delivered or

sent by first-class mail,

postage prepaid, addressed (until another address is filed in writing

with the Company) as follows:

Trust Company Bank
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: Corporate Trust Manager

Notices or demands authorized or required by this Agreement to be given

or made by the Company or the Rights Agent to or on the holder of any

Rights shall be sufficiently given or made if delivered or sent by

first-class mail, postage prepaid, addressed to such holder at the

address of such holder as it appears upon the registry books of the

Rights Agent or, prior to the Separation Time, on the registry books of

the transfer agent for the Common Stock. Any notice which is mailed in

the manner herein provided shall be deemed given, whether or not the

holder receives the notice.

5.10 Suspension of Exercisability. To the extent that

the Company determines in good faith that some action will or need be

taken pursuant to Section 3.1 or to comply with federal or state

securities laws, the Company may suspend the exercisability of the

Rights for ninety (90) days and any additional period that may be

reasonable in order to take such action or comply with such laws. In

the event of any such suspension, the Company shall issue as promptly

as practicable a public announcement stating that the exercisability or

exchangeability of the Rights has been

temporarily suspended. Notice thereof pursuant to Section 5.9 shall

not be required.

Failure to give a notice pursuant to the provisions of

this Agreement shall not affect the validity of any action taken

hereunder.

5.11 Costs of Enforcement. The Company agrees that if

the Company or any other Person the securities of which are purchasable

upon exercise of Rights fails to fulfill any of its obligations

pursuant to this Agreement, then the Company or such Person will

reimburse the holder of any Rights for the costs and expenses

(including legal fees) incurred by such holder in actions to enforce

such holder's rights pursuant to any Rights or this Agreement.

5.12 Successors. All the covenants and provisions of

this Agreement by or for the benefit of the Company or the Rights Agent

shall bind and inure to the benefit of their respective successors and

assigns hereunder.

5.13 Benefits of this Agreement. Nothing in this

Agreement shall be construed to give to any Person other than the

Company, the Rights Agent and the holders of the Rights any legal or

equitable right, remedy or claim under this Agreement and this

Agreement shall be for the sole and exclusive benefit of the Company,

the Rights Agent and the holders of the Rights.

5.14 Determination and Actions by the Board of Direc-

tors, etc. The Board of Directors of the Company shall

have the exclusive power and authority to administer this Agreement and

to exercise all rights and powers specifically granted to the Board or

to the Company, or as may be necessary or advisable in the

administration of this Agreement, including, without limitation, the

right and power to (i) interpret the provisions of this Agreement and

(ii) make all determinations deemed necessary or advisable for the

administration of this Agreement. All such actions, calculations,

interpretations and determinations (including, for purposes of

clause (y) below, all omissions with respect to the foregoing) which

are done or made by the Board in good faith, shall (x) be final,

conclusive and binding on the Company, the Rights Agent, the holders of

the Rights and all other parties, and (y) not subject the Board of

Directors of the Company to any liability to the holders of the Rights.

5.15 Descriptive Headings. Descriptive headings appear

herein for convenience only and shall not control or affect the meaning

or construction of any of the provisions hereof.

5.16 Governing Law. THIS AGREEMENT AND EACH RIGHT

ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS

OF THE STATE OF GEORGIA AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND

CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE TO

CONTRACTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE.

5.17 Counterparts. This Agreement may be executed in

any number of counterparts and each of such counterparts shall for all

purposes be deemed to be an original, and all such counterparts shall

together constitute but one and the same instrument.

5.18 Severability. If any term or provision hereof or

the application thereof to any circumstance shall, in any jurisdiction

and to any extent, be invalid or unenforceable, such term or provision

shall be ineffective as to such jurisdiction to the extent of such

invalidity or unenforceability without invalidating or rendering

unenforceable the remaining terms and provisions hereof or the

application of such term or provision to circumstances other than those

as to which it is held invalid or unenforceable.

IN WITNESS WHEREOF, the parties hereto have caused this

Agreement to be duly executed as of the date first above written.

INTERMET CORPORATION

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chairman and Chief
Executive Officer

TRUST COMPANY BANK

By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇▇
Name: ▇.▇. ▇▇▇▇▇▇▇▇▇
Title: Group Vice President

EXHIBIT A

[Form of Rights Certificate]

Certificate No. W- _______ Rights

THE RIGHTS ARE SUBJECT TO TERMINATION OR MANDATORY EXCHANGE,
AT THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE
RIGHTS AGREEMENT. RIGHTS BENEFICIALLY OWNED BY ACQUIRING
PERSONS OR AFFILIATES OR ASSOCIATES THEREOF (AS SUCH TERMS
ARE DEFINED IN THE RIGHTS AGREEMENT) OR TRANSFEREES OF ANY
OF THE FOREGOING WILL BE VOID.

Rights Certificate

INTERMET CORPORATION

This certifies that ____________________, or registered

assigns, is the registered holder of the number of Rights set forth

above, each of which entitles the registered holder thereof, subject to

the terms, provisions and conditions of the Shareholder Protection

Rights Agreement, dated as of October 6, 1995 (as amended from time to

time, the "Rights Agreement"), between Intermet Corporation, a Georgia

corporation (the "Company"), and Trust Company Bank, as Rights Agent

(the "Rights Agent", which term shall include any successor Rights

Agent under the Rights Agreement), to purchase from the Company at any

time after the Separation Time (as such term is defined in the Rights

Agreement) and prior to the close of business on October , 2005, one

one-hundredth of a fully paid share of Participating Preferred Stock,

par value $1.00 per share (the "Preferred Stock"), of the Company

(subject to adjustment as provided in the Rights Agreement) at the

Exercise

Price referred to below, upon presentation and surrender of this Rights

Certificate with the Form of Election to Exercise duly executed at the

principal office of the Rights Agent in Atlanta, Georgia. The Exercise

Price shall initially be $40 per Right and shall be subject to adjust-

ment in certain events as provided in the Rights Agreement.

In certain circumstances described in the Rights

Agreement, the Rights evidenced hereby may entitle the registered

holder thereof to purchase securities of an entity other than the

Company or securities or assets of the Company other than Preferred

Stock, all as provided in the Rights Agreement.

This Rights Certificate is subject to all of the terms,

provisions and conditions of the Rights Agreement, which terms,

provisions and conditions are hereby incorporated herein by reference

and made a part hereof and to which Rights Agreement reference is

hereby made for a full description of the rights, limitations of

rights, obligations, duties and immunities hereunder of the Rights

Agent, the Company and the holders of the Rights Certificates. Copies

of the Rights Agreement are on file at the principal office of the

Company and are available without cost upon written request.

This Rights Certificate, with or without other Rights

Certificates, upon surrender at the office of the Rights Agent

designated for such purpose, may be exchanged

for another Rights Certificate or Rights Certificates of like tenor

evidencing an aggregate number of Rights equal to the aggregate number

of Rights evidenced by the Rights Certificate or Rights Certificates

surrendered. If this Rights Certificate shall be exercised in part,

the registered holder shall be entitled to receive, upon surrender

hereof, another Rights Certificate or Rights Certificates for the

number of whole Rights not exercised.

Subject to the provisions of the Rights Agreement, each

Right evidenced by this Certificate may be (a) terminated by the

Company under certain circumstances, at its option, without any payment

to the holder hereof or (b) exchanged by the Company under certain

circumstances, at its option, for one share of Common Stock or one one-

hundredth of a share of Preferred Stock per Right (or, in certain

cases, other securities or assets of the Company), subject in each case

to adjustment in certain events as provided in the Rights Agreement.

No holder of this Rights Certificate, as such, shall be

entitled to vote or receive dividends or be deemed for any purpose the

holder of any securities which may at any time be issuable on the

exercise hereof, nor shall anything contained in the Rights Agreement

or herein be construed to confer upon the holder hereof, as such, any

of the rights of a shareholder of the Company or any right to vote for

the election of directors or upon any matter submitted

to shareholders at any meeting thereof, or to give or withhold consent

to any corporate action, or to receive notice of meetings or other

actions affecting shareholders (except as provided in the Rights

Agreement), or to receive dividends or subscription rights, or

otherwise, until the Rights evidenced by this Rights Certificate shall

have been exercised or exchanged as provided in the Rights Agreement.

This Rights Certificate shall not be valid or obligatory

for any purpose until it shall have been countersigned by the Rights

Agent.

WITNESS the facsimile signature of the proper officers of

the Company and its corporate seal.

Date: ____________

ATTEST: INTERMET CORPORATION

___________________________ By______________________
Secretary

Countersigned:

TRUST COMPANY BANK

By____________________________
Authorized Signature

06 89-5P [Form of Reverse Side of Rights Certificate]

FORM OF ASSIGNMENT

(To be executed by the registered holder if such
holder desires to transfer this Rights Certificate.)

FOR VALUE RECEIVED ________________________ hereby

sells, assigns and transfers unto ___________________
(Please print name
_____________________________________________________
and address of transferee)

this Rights Certificate, together with all right, title and interest

therein, and does hereby irrevocably constitute and appoint

_______________ Attorney, to transfer the within Rights Certificate on

the books of the within-named Company, with full power of substitution.

Dated: _______________, 19__

Signature Guaranteed: _________________________
Signature
(Signature must correspond
to name as written upon the
face of this Rights
Certificate in every
particular, without
alteration or enlargement
or any change whatsoever)

Signatures must be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and
credit unions with membership in an approved signature guarantee
Medallion program), pursuant to SEC Rule 17Ad-15.

------------------------------------------------------------
(To be completed if true)

The undersigned hereby represents, for the benefit of all holders of
Rights and shares of Common Stock, that the Rights evidenced by this
Rights Certificate are not, and, to the knowledge of the undersigned,
have never been, Beneficially Owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).

_________________________
Signature

------------------------------------------------------------

NOTICE

In the event the certification set forth above is not
completed in connection with a purported assignment, the Company will
deem the Beneficial Owner of the Rights evidenced by the enclosed
Rights Certificate to be an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement) or a transferee
of any of the foregoing and accordingly will deem the Rights evidenced
by such Rights Certificate to be void and not transferable or
exercisable.

[To be attached to each Rights Certificate]

FORM OF ELECTION TO EXERCISE

(To be executed if holder desires to
exercise the Rights Certificate.)

TO: INTERMET CORPORATION

The undersigned hereby irrevocably elects to exercise

_______________________ whole Rights represented by the attached Rights

Certificate to purchase the shares of Participating Preferred Stock

issuable upon the exercise of such Rights and requests that

certificates for such shares be issued in the name of:

___________________________________
Address:
___________________________________
Social Security or Other Taxpayer
Identification Number:

If such number of Rights shall not be all the Rights evidenced by this

Rights Certificate, a new Rights Certificate for the balance of such

Rights shall be registered in the name of and delivered to:

___________________________________
Address:
___________________________________
Social Security or Other Taxpayer
Identification Number:

Dated: _______________, 19__

Signature Guaranteed: _________________________
Signature
(Signature must correspond
to name as written upon the
face of the attached Rights
Certificate in every
particular, without
alteration or

enlargement or any change whatsoever)

Signatures must be guaranteed by a member firm of a
registered national securities exchange, a member of the National
Association of Securities Dealers, Inc., or a commercial bank or trust
company having an office or correspondent in the United States.

------------------------------------------------------------
(To be completed if true)

The undersigned hereby represents, for the benefit of all
holders of Rights and shares of Common Stock, that the Rights evidenced
by the attached Rights Certificate are not, and, to the knowledge of
the undersigned, have never been, Beneficially Owned by an Acquiring
Person or an Affiliate or Associate thereof (as defined in the Rights
Agreement).

_________________________
Signature

------------------------------------------------------------

NOTICE

In the event the certification set forth above is not
completed in connection with a purported exercise, the Company will
deem the Beneficial Owner of the Rights evidenced by the attached
Rights Certificate to be an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement) or a transferee
of any of the foregoing and accordingly will deem the Rights evidenced
by such Rights Certificate to be void and not transferable or
exercisable.

EXHIBIT B

ARTICLES OF AMENDMENT

The name of the corporation is INTERMET CORPORATION.

The Amended and Restated Articles of Incorporation shall

be amended by adding a new paragraph (__) to Article V establishing a

series of Preferred Stock to read as follows:

(a) The distinctive serial designation of this
series shall be "Participating Preferred Stock"
(hereinafter called "this Series"). Each share of this
Series shall be identical in all respects with the other
shares of this Series except as to the dates from and
after which dividends thereon shall be cumulative.

(b) The number of shares in this Series shall
initially be _______, which number may from time to time
be increased or decreased (but not below the number then
outstanding) by the Board of Directors. Shares of this
Series purchased by the Corporation shall be cancelled
and shall revert to authorized but unissued shares of
Preferred Stock undesignated as to series. Shares of
this Series may be issued in fractional shares, which
fractional shares shall entitle the holder, in proportion
to such holder's fractional share, to all rights of a
holder of a whole share of this Series.

(c) The holders of full or fractional shares of this
Series shall be entitled to receive, when and as declared
by the Board of Directors, but only out of funds legally
available therefor, dividends, (A) on each date that
dividends or other distributions (other than dividends or
distributions payable in Common Stock of the Corporation)
are payable on or in respect of Common Stock comprising
part of the Reference Package (as defined below), in an
amount per whole share of this Series equal to the
aggregate amount of dividends or other distributions
(other than dividends

or distributions payable in Common Stock of the Corporation)
that would be payable on such date to a holder of the
Reference Package and (B) on the last day of March, June,
September and December in each year, in an amount per whole
share of this Series equal to the excess (if any) of $____*
over the aggregate dividends paid per whole share of this
Series during the three month period ending on such last
day. Each such dividend shall be paid to the holders of
record of shares of this Series on the date, not exceeding
sixty days preceding such dividend or distribution payment
date, fixed for the purpose by the Board of Directors in
advance of payment of each particular dividend or
distribution. Dividends on each full and each fractional
share of this Series shall be cumulative from the date such
full or fractional share is originally issued; provided that
any such full or fractional share originally issued after a
dividend record date and on or prior to the dividend payment
date to which such record date relates shall not be entitled
to receive the dividend payable on such dividend payment
date or any amount in respect of the period from such
original issuance to such dividend payment date.

The term "Reference Package" shall initially
mean 100 shares of Common Stock, par value $.10 per share
("Common Stock"), of the Corporation. In the event the
Corporation shall at any time after the close of business
on ____________, 19__** (A) declare or pay a dividend
on any Common Stock payable in Common Stock,
(B) subdivide any Common Stock or (C) combine any Common
Stock into a smaller number

* Insert an amount equal to 1/4 of 1% of the Exercise
Price divided by the number of shares of Preferred
Stock purchasable upon exercise of one Right (i.e., a
guaranteed 1% dividend). Where a Right is exercisable
for one one-hundredth of a share, this simplifies to
one-fourth the Exercise Price.

** For a certificate of designation relating to shares to
be issued pursuant to Section 2.3 of the Rights Agree-
ment, insert the Separation Time. For a certificate of
designation relating to shares to be issued pursuant to
Section 3.1(d) of the Rights Agreement, insert the
Flip-in Date.

of shares, then and in each such case the Reference Package
after such event shall be the Common Stock that a holder of
the Reference Package immediately prior to such event would
hold thereafter as a result thereof.

Holders of shares of this Series shall not be
entitled to any dividends, whether payable in cash,
property or stock, in excess of full cumulative
dividends, as herein provided on this Series.

So long as any shares of this Series are
outstanding, no dividend (other than a dividend in Common
Stock or in any other stock ranking junior to this Series
as to dividends and upon liquidation) shall be declared
or paid or set aside for payment or other distribution
declared or made upon the Common Stock or upon any other
stock ranking junior to this Series as to dividends or
upon liquidation, nor shall any Common Stock nor any
other stock of the Corporation ranking junior to or on a
parity with this Series as to dividends or upon
liquidation be redeemed, purchased or otherwise acquired
for any consideration (or any moneys be paid to or made
available for a sinking fund for the redemption of any
shares of any such stock) by the Corporation (except by
conversion into or exchange for stock of the Corporation
ranking junior to this Series as to dividends and upon
liquidation), unless, in each case, the full cumulative
dividends (including the dividend to be due upon payment
of such dividend, distribution, redemption, purchase or
other acquisition) on all outstanding shares of this
Series shall have been, or shall contemporaneously be,
paid.

(d) In the event of any merger, consolidation,
reclassification or other transaction in which the shares
of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then
in any such case the shares of this Series shall at the
same time be similarly exchanged or changed in an amount
per whole share equal to the aggregate amount of stock,
securities, cash and/or any other property (payable in
kind), as the case may be, that a holder of the Reference
Package would be entitled to receive as a result of such
transaction.

(e) In the event of any liquidation, dissolution or
winding up of the affairs of the Corporation, whether
voluntary or involuntary, the holders of full and
fractional shares of this Series shall be entitled,
before any distribution or payment is made on any date to
the holders of the Common Stock or any other stock of the
Corporation ranking junior to this Series upon
liquidation, to be paid in full an amount per whole share
of this Series equal to the greater of (A) $__________*
or (B) the aggregate amount distributed or to be
distributed prior to such date in connection with such
liquidation, dissolution or winding up to a holder of the
Reference Package (such greater amount being hereinafter
referred to as the "Liquidation Preference"), together
with accrued dividends to such distribution or payment
date, whether or not earned or declared. If such payment
shall have been made in full to all holders of shares of
this Series, the holders of shares of this Series as such
shall have no right or claim to any of the remaining
assets of the Corporation.

In the event the assets of the Corporation
available for distribution to the holders of shares of
this Series upon any liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary,
shall be insufficient to pay in full all amounts to which
such holders are entitled pursuant to the first paragraph
of this Section (e), no such distribution shall be made
on account of any shares of any other class or series of
Preferred Stock ranking on a parity with the shares of
this Series upon such liquidation, dissolution or winding
up unless proportionate distributive amounts shall be
paid on account of the shares of this Series, ratably in
proportion to the full distributable amounts for which
holders of all such parity shares are respectively
entitled upon such liquidation, dissolution or winding
up.

* Insert an amount equal to 100 times the Exercise Price
in effect as of the Separation Time. Also note that
the "100" in the footnote should be changed if the
number of shares in the Reference Package (see p. 3) is
other than 100.

Upon the liquidation, dissolution or winding
up of the Corporation, the holders of shares of this
Series then outstanding shall be entitled to be paid out
of assets of the Corporation available for distribution
to its shareholders all amounts to which such holders are
entitled pursuant to the first paragraph of this
Section (e) before any payment shall be made to the
holders of Common Stock or any other stock of the
Corporation ranking junior upon liquidation to this
Series.

For the purposes of this Section (e), the
consolidation or merger of, or binding share exchange by,
the Corporation with any other corporation shall not be
deemed to constitute a liquidation, dissolution or
winding up of the Corporation.

(f) The shares of this Series shall not be
redeemable.

(g) In addition to any other vote or consent of
shareholders required by law or by the Restated
Certificate of Incorporation, as amended, of the
Corporation, each whole share of this Series shall, on
any matter, vote as a class with any other capital stock
comprising part of the Reference Package and voting on
such matter and shall have the number of votes thereon
that a holder of the Reference Package would have.

IN WITNESS WHEREOF, the undersigned have signed and

attested this certificate on the ____ day of _________.

_________________________________

Attest:

_________________________

1 EXHIBIT 4 SHAREHOLDER PROTECTION RIGHTS AGREEMENT

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