AMENDMENT NO. 1 TO RIGHTS AGREEMENT

WHEREAS, the Company wishes to amend the Agreement to provide certain exceptions for unintentional acquisitions of the Common Stock.

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

1.             Amendment of Section 1(a).  The first paragraph of Section 1(a) of the Agreement shall be deleted and replaced in its entirety with the following:

“ “Acquiring Person” shall mean any Person who or that, together with all Affiliates and Associates of such Person, shall be or become the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding, but shall not include (i) any employee benefit plan of the Company or of any Subsidiary of the Company, or (ii) any entity organized, appointed or established pursuant to the terms of any such plan, or (iii) the Company or (iv) any Subsidiary of the Company.  Notwithstanding the foregoing, no Person shall become an “Acquiring Person” as the result of an acquisition of Common Stock by the Company or any Subsidiary of the Company that, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by a Person to fifteen percent (15%) or more of the Common Stock then outstanding; provided, however, that if such Person becomes the Beneficial Owner of fifteen percent (15%) or more of the Common Stock then outstanding by reason of share acquisitions by the Company and its Subsidiaries and shall, after such share acquisitions by the Company and its Subsidiaries, become the Beneficial Owner of any additional shares of Common Stock (other than by reason of a stock dividend, stock split or other corporate action effected by the Company), then such Person shall be deemed to be an “Acquiring Person,” subject to the following sentence of this Section 1(a), unless, upon consummation of the acquisition of such additional Common Stock, such Person does not beneficially own fifteen percent (15%) or more of the Common Stock then outstanding.  In addition, no Person shall become an “Acquiring Person” as the result of (A) a distribution, without the payment of any additional consideration by the Person, of shares of Common Stock from a fund or other investment entity or a trust that has held the shares for at least one (1) year or (B) a distribution of shares of Common Stock pursuant to a will or the laws of intestacy, provided in each case (whether pursuant to clause (A) and/or (B)) that the Person (x) was the Beneficial Owner of at least thirteen percent (13%) or more of the shares of Common Stock then outstanding prior to such distribution and had previously reported such Beneficial Ownership of the Common Stock (prior to the distribution) on Schedule 13G under the Exchange Act and was not required to report the Beneficial Ownership of such shares being distributed (prior to such distribution) on Schedule 13G or 13D under the Exchange Act, and (y) such Person’s Beneficial Ownership of the Common Stock after such distribution is less than 17.5% of the Common Stock then outstanding after such distribution; however, if such Person becomes the Beneficial Owner of fifteen percent