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<SEC-DOCUMENT>0000950123-10-063309.txt : 20100702
<SEC-HEADER>0000950123-10-063309.hdr.sgml : 20100702
<ACCEPTANCE-DATETIME>20100702060043
ACCESSION NUMBER:		0000950123-10-063309
CONFORMED SUBMISSION TYPE:	8-A12B/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20100702
DATE AS OF CHANGE:		20100702

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEEKAY CORP
		CENTRAL INDEX KEY:			0000911971
		STANDARD INDUSTRIAL CLASSIFICATION:	DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			D0
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-A12B/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-12874
		FILM NUMBER:		10933401

	BUSINESS ADDRESS:	
		STREET 1:		4TH FLOOR, BELVEDERE BUILDING
		STREET 2:		69 PITTS BAY ROAD
		CITY:			HAMILTON
		STATE:			D0
		ZIP:			HM 08
		BUSINESS PHONE:		604-683-3529

	MAIL ADDRESS:	
		STREET 1:		SUITE 2000,  BENTALL 5
		STREET 2:		550 BURRARD STREET
		CITY:			VANCOUVER
		STATE:			A1
		ZIP:			V6C 2K2

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TEEKAY SHIPPING CORP
		DATE OF NAME CHANGE:	19950609

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VIKING STAR SHIPPING INC
		DATE OF NAME CHANGE:	19930914
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-A12B/A
<SEQUENCE>1
<FILENAME>c03042e8va12bza.htm
<DESCRIPTION>FORM 8-A/A
<TEXT>
<HTML>
<HEAD>
<TITLE>Form 8-A/A</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 10pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B><U>WASHINGTON, D.C. 20549</U></B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 10pt"><B>FORM 8-A/A</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 10pt"><B>Amendment No.&nbsp;1</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 10pt"><B>FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES<BR>
PURSUANT TO SECTION 12(b) OR 12(g) OF THE<BR>
SECURITIES EXCHANGE ACT OF 1934</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>Date of report: July&nbsp;2, 2010</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>Commission file number 1-12874</B></DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 10pt"><B>TEEKAY CORPORATION</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of Registrant as specified in its charter)</DIV>



<DIV align="center" style="font-size: 10pt; margin-top: 10pt">4<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> Floor, Belvedere Building<BR>
69 Pitts Bay Road<BR>
Hamilton, HM 08 Bermuda<BR>
(Address of principal executive office)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt">Securities registered or to be registered pursuant to Section&nbsp;12(b) of the Act.
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>Title of each class</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Name of each exchange on which registered</B></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">Common Stock Purchase Rights
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">New York Stock Exchange</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">If this form relates to the registration of a class of securities pursuant to Section 12(b) of the
Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.
<FONT face="Wingdings">&#254;</FONT>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">If this form relates to the registration of a class of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.
<FONT face="Wingdings">&#111;</FONT>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Securities Act registration statement file number to which this form relates: </B>Not applicable
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Securities to be registered pursuant to </B><B>Section 12(g)</B><B> of the Act: </B>None
</DIV>

<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">







<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>EXPLANATORY NOTE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">On July&nbsp;2, 2010, Teekay Corporation (the &#147;Company&#148;) amended and restated its Rights Agreement,
dated as of September&nbsp;8, 2000, by and between the Company and The Bank of New York Mellon as Rights
Agent. The Company hereby amends the description of its Rights Agreement found in Item&nbsp;1 of the
Form 8-A filed September&nbsp;11, 2000, to read in its entirety as set forth below.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;1 &#151; Description of Registrants&#146; Securities to be Registered.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">On September&nbsp;8, 2000, the Board of Directors of Teekay Corporation (then named Teekay Shipping
Corporation) (the &#147;<U>Company</U>&#148;) declared a dividend of one common share purchase right (a
&#147;<U>Right</U>&#148;) for each outstanding share of common stock (the &#147;<U>Common Stock</U>&#148;) of the
Company. The dividend was paid on September&nbsp;20, 2000 (the &#147;<U>Record Date</U>&#148;) to the
shareholders of record on that date. Each Right, as of the date of the Rights Agreement (as
defined below), entitles the registered holder to purchase from the Company one share of the
Company&#146;s Common Stock at a price of $200.00 per share (the &#147;<U>Purchase Price</U>&#148;), subject to
adjustment and the terms of the Rights Agreement. The description and terms of the Rights were
initially set forth in that certain Rights Agreement, dated as of September&nbsp;8, 2000 (the
&#147;<U>Initial Agreement</U>&#148;), by and between the Company and The Bank of New York Mellon, as Rights
Agent (the &#147;<U>Rights Agent</U>&#148;), and the description and terms of the Rights are now set forth
in that certain Amended and Restated Rights Agreement, dated as of July&nbsp;2, 2010 (the &#147;<U>Rights
Agreement</U>&#148;), by and between the Company and the Rights Agent.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Until the earlier to occur of: (a)&nbsp;10&nbsp;days following a public announcement that (i)&nbsp;a person or
group of affiliated or associated persons, who or which on the date of the Rights Agreement did not
beneficially own 15% or more of the then outstanding Common Stock, has acquired beneficial
ownership of 20% or more of the outstanding Common Stock, or (ii)&nbsp;a person or group of affiliated
or associated persons, who or which on the date of the Rights Agreement did beneficially own 15% or
more of the then outstanding Common Stock (each an &#147;<U>Excepted Person</U>&#148;), has acquired
beneficial ownership of an additional 5% or more of the then outstanding Common Stock from a
threshold relating to shares beneficially owned by such Excepted Person or certain predecessors in
interest as of the date of the Initial Agreement (each such person or group, an &#147;<U>Acquiring
Person</U>&#148;); or (b)&nbsp;10 business days (or such later date as may be determined by action of the
Board of Directors prior to such time as any person or group of affiliated persons becomes an
Acquiring Person) following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in a person or group becoming an
Acquiring Person (the earlier of such dates being called the &#147;<U>Distribution Date</U>&#148;), the
Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of
the Record Date, by such Common Stock certificates with a copy of this Summary of Rights attached
thereto.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The Rights Agreement provides that, until the Distribution Date (or earlier redemption or
expiration of the Rights), the Rights will be transferred with and only with the Common Stock.
Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock
certificates issued after the date of the Rights Agreement upon transfer or new issuance of Common
Stock will contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer
of any certificates for Common Stock outstanding as of the date of the Rights Agreement, even
without such notation or a copy of this Summary of Rights being attached thereto, will also
constitute the transfer of the Rights associated with the shares of Common Stock represented by
such certificate. As soon as practicable following the Distribution Date (unless the effect of
such Distribution Date is waived by the Board of Directors), separate certificates evidencing the
Rights (&#147;<U>Right Certificates</U>&#148;) will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and such separate Right Certificates alone will
evidence the Rights.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The Rights are not exercisable until the Distribution Date (unless the effect of such Distribution
Date is waived by the Board of Directors). The Rights will expire on July&nbsp;1, 2020 (the &#147;<U>Final
Expiration Date</U>&#148;), unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by the Company, in each case, as described below.
</DIV>
<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->-2-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The Purchase Price payable, and the number of shares of Common Stock or other securities or
property issuable, upon exercise of the Rights are subject to adjustment from time to time to
prevent dilution (i)&nbsp;in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the shares of Common Stock, (ii)
upon the grant to holders of the shares of Common Stock of certain rights or warrants to subscribe
for or purchase shares of Common Stock at a price, or securities convertible into shares of Common
Stock with a conversion price, less than 90% of the then-Current Per Share Market Price (as defined
in the Rights Agreement) of the Common Stock or (iii)&nbsp;upon the distribution to holders of the
shares of Common Stock of evidences of indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or dividends payable in Common Stock) or of
subscription rights or warrants (other than those referred to above).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The number of outstanding Rights and the number of shares of Common Stock issuable upon exercise of
each Right are also subject to adjustment in the event of a stock split of the Common Stock or a
stock dividend on the Common Stock payable in Common Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case, prior to the Distribution Date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">If the Company is acquired in a merger or other business combination transaction or 50% or more of
its consolidated assets or earning power are sold after a person or group has become an Acquiring
Person (a &#147;<U>Flip-Over Event</U>&#148;), proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the then current exercise
price of the Right, that number of shares of common stock of the acquiring company (or certain
affiliates thereof) which at the time of such transaction will have a market value of twice the
exercise price of the Right. If any person or group of affiliated or associated persons becomes an
Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person, any affiliated or associated person or any transferee
thereof (which will thereafter be null and void), will thereafter have the right to receive upon
exercise that number of shares of Common Stock having a market value of twice the exercise price of
the Right.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">With certain exceptions, no adjustment in the Purchase Price will be required until cumulative
changes require an adjustment of at least 1% in such Purchase Price. No fractional shares of
Common Stock will be issued and in lieu thereof, either depositary receipts will be issued or an
adjustment in cash will be made based on the market price of the Common Stock on the last trading
day prior to the date of exercise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">At any time after any person or group becomes an Acquiring Person and prior to the acquisition by
such person or group of 50% or more of the outstanding shares of Common Stock, the Board of
Directors of the Company may exchange the Rights (other than Rights owned by such person or group
or transferees thereof which will have become null and void), in whole or in part, at an exchange
ratio of one share of Common Stock per Right (subject to adjustment).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">At any time prior to the earlier to occur of the Distribution Date or the Final Expiration Date,
the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price
of $0.0001 per Right (the &#147;<U>Redemption Price</U>&#148;). The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Board of Directors in its
sole discretion may establish. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">At any time prior to the earliest to occur of the Distribution Date, a Flip-Over Event or the Final
Expiration Date, the Board of Directors may waive the occurrence of a Distribution Date and the
application of the provisions of the Rights Agreement with respect to the Distribution Date or
Flip-Over Event.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The terms of the Rights may be amended by the Board of Directors of the Company without the consent
of the holders of the Rights, except that from and after such time as any person or group of
affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect
the interests of the holders of the Rights.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of
the Company, including, without limitation, the right to vote or to receive dividends.
</DIV>
<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->-3-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">A copy of the Rights Agreement is attached as Exhibit&nbsp;1 hereto. A copy of the Rights Agreement is
available free of charge from the Company. This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;2 &#151; Exhibits.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">1.&nbsp;Amended and Restated Rights Agreement, dated July&nbsp;2, 2010, by and between the Company and The
Bank of New York Mellon, as Rights Agent.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">TEEKAY CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">Date: July 2, 2010&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Vincent Lok
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Vincent Lok&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left" nowrap>Executive Vice President and Chief Financial Officer<br>
(Principal Financial and Accounting Officer)&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
</TABLE>


<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->-4-<!-- /Folio -->
</DIV>




</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>c03042exv1.htm
<DESCRIPTION>EXHIBIT 1
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 1</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="right" style="font-size: 10pt; margin-top: 10pt"><B>Exhibit&nbsp;1</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><DIV style="border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>Amended and Restated Rights Agreement</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>by and between</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>Teekay Corporation</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>and</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>The Bank of New York Mellon<BR>
as Rights Agent</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>Dated as of July&nbsp;2, 2010</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><DIV style="border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV>
</DIV>
<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>TABLE OF CONTENTS</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="77%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;1. Certain Definitions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;2. Appointment of Rights Agent</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;3. Issue of Right Certificates</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;4. Form of Right Certificates</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;5. Countersignature and Registration</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;6. Transfer, Split Up, Combination and Exchange of Right Certificates;
Mutilated, Destroyed, Lost or Stolen Right Certificates</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;7. Exercise of Rights; Purchase Price; Expiration Date of Rights</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;8. Cancellation of Right Certificates</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;9. Availability of Common Stock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;10. Common Stock Record Date</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;11. Adjustment of Purchase Price, Number of Shares or Number of Rights</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;12. Certificate of Adjusted Purchase Price or Number of Shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;14. Fractional Rights and Fractional Shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;15. Rights of Action</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;16. Agreement of Right Holders</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;17. Right Certificate Holder Not Deemed a Shareholder</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;18. Concerning the Rights Agent</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;19. Merger or Consolidation or Change of Name of Rights Agent</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;20. Duties of Rights Agent</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;21. Change of Rights Agent</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;22. Issuance of New Right Certificates</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;23. Redemption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->(i)<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="77%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;24. Exchange</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;25. Notice of Certain Events</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;26. Notices</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;27. Supplements and Amendments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;28. Waiver</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;29. Successors</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;30. Determinations and Actions by the Board</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;31. Benefits of This Agreement</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;32. Severability</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;33. Governing Law</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;34. Counterparts</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;35. Force Majeure</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;36. Patriot Act</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Section&nbsp;37. Incentive Compensation Program.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">32</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Exhibit&nbsp;A Form of Right Certificate</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">A-1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Exhibit&nbsp;B Summary of Rights to Purchase Shares of Common Stock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">B-1</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->(ii)<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">



<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>AMENDED AND RESTATED RIGHTS AGREEMENT</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">This Amended and Restated Rights Agreement (this &#147;<U>Agreement</U>&#148;), dated as of July&nbsp;2,
2010, is made by and between Teekay Corporation, a Marshall Islands corporation (the
&#147;<U>Company</U>&#148;), and The Bank of New York Mellon (formerly known as &#147;The Bank of New York&#148;), a
New York banking corporation, (the &#147;<U>Rights Agent</U>&#148;).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">WHEREAS, the Board of Directors of the Company previously approved and implemented that
certain Rights Agreement, dated as of September&nbsp;8, 2000, by and between Teekay Corporation (then
named Teekay Shipping Corporation) and the Rights Agent (the &#147;<U>Initial Agreement</U>&#148;);
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">WHEREAS, in conjunction with the implementation of the Initial Agreement, the Board of
Directors of the Company previously authorized and declared a dividend of one Right for each share
of Common Stock (as defined below) of the Company outstanding on September&nbsp;20, 2000 (the
&#147;<U>Record Date</U>&#148;), with each Right initially representing the right to purchase one share of
Common Stock, upon the terms and subject to the conditions set forth in the Initial Agreement, and
further authorized and directed the issuance of one Right with respect to each share of Common
Stock that would become outstanding between the Record Date and the earliest of the Distribution
Date, the Redemption Date and the Final Expiration Date (as such terms were defined in the Initial
Agreement);
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">WHEREAS, the Board of Directors of the Company has approved and implemented this Agreement in
order to amend and restate the Initial Agreement to, among other things, extend the Final
Expiration Date set forth in the Initial Agreement; and
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">WHEREAS, each Right as of the date of this Agreement represents the right to purchase one
share of Common Stock, upon the terms and subject to the conditions set forth in this Agreement.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Accordingly, in consideration of the premises and the mutual agreements herein set forth, the
parties hereby agree as follows:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;1. Certain Definitions</B>
</DIV>



<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%">For purposes of this Agreement, the following terms have the meanings indicated:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;&#147;<U>Acquiring Person</U>&#148; shall mean: (i)&nbsp;any Person who or which, together with all
Affiliates and Associates of such Person, as of the date of this Agreement did not beneficially own
15% or more of the shares of Common Stock then outstanding, who or which, together with all
Affiliates and Associates of such Person, acquires beneficial ownership of 20% or more of the
outstanding Common Stock of the Company; and (ii)&nbsp;any Person who or which, together with all
Affiliates and Associates of such Person, as of the date of this Agreement did beneficially own 15%
or more of the shares of the Common Stock then outstanding (each an &#147;Excepted Person&#148;), who or
which, together with all Affiliates and Associates of such Person, acquires
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->- 1 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">beneficial ownership of additional shares of the Company&#146;s Common Stock (other than beneficial ownership
of shares of the Company&#146;s Common Stock (including, without limitation, restricted shares, options,
rights, warrants or other securities exchangeable for shares of the Company&#146;s Common Stock or the
right to the underlying economic benefits or value associated with any such securities) issued,
granted or otherwise provided by the Company to such Person, its Affiliates or Associates pursuant
to any present or future benefit plan or other compensatory plan, agreement or arrangement (all of
the foregoing being referred to herein as &#147;Excluded Compensation Securities&#148;)) such that the
aggregate beneficial ownership of such Person, together with all Affiliates and Associates thereof,
of shares of Common Stock then outstanding, on a percentage basis, equals or exceeds a sum (an
&#147;Excepted Person Threshold&#148;) equal to (A)&nbsp;the aggregate percentage of the Company&#146;s Common Stock
outstanding on the date of the Initial Agreement beneficially owned by such Person, together with
all (1)&nbsp;Affiliates and Associates thereof and (2)&nbsp;predecessors in interest (and their Affiliates
and Associates) to shares of Common Stock held by such Person which predecessors were Excepted
Persons (as defined in the Initial Agreement) as of the Record Date, plus (B)&nbsp;5.0%; but shall not
include the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any
Subsidiary of the Company, or any entity holding Common Stock for or pursuant to the terms of any
such plan. Notwithstanding the foregoing, no Person shall become an &#147;Acquiring Person&#148; as the
result of (1)&nbsp;a Dividend Reinvestment Plan Acquisition or (2)&nbsp;an acquisition or redemption of
shares of Common Stock by the Company which, by reducing the number of shares outstanding,
increases the proportionate number of shares beneficially owned by such Person (other than an
Excepted Person) to 20% or more of the shares of the Company&#146;s Common Stock then outstanding or,
with respect to an Excepted Person (excluding any Excluded Compensation Securities), to or above
the applicable Excepted Person Threshold of the shares of the Company&#146;s Common Stock then
outstanding; <U>provided</U>, <U>however</U>, that if a Person (other than an Excepted Person)
shall become the Beneficial Owner of 20% or more of the shares of Common Stock of the Company then
outstanding or if an Excepted Person shall become the Beneficial Owner of shares of Common Stock
(excluding any Excluded Compensation Securities) representing the applicable Excepted Party
Threshold or more of the shares of the Company&#146;s Common Stock then outstanding, in either case by
reason of Dividend Reinvestment Plan Acquisitions or share purchases or redemptions by the Company
and shall, after such Dividend Reinvestment Plan Acquisitions or share purchases or redemptions by
the Company, become the Beneficial Owner of any additional shares of Common Stock of the Company,
then such Person shall be deemed to be an &#147;Acquiring Person.&#148; Notwithstanding the foregoing, if
the Board of Directors of the Company determines in good faith that a Person who would otherwise be
an &#147;Acquiring Person,&#148; as defined pursuant to the foregoing provisions of this paragraph (a), has
become such inadvertently, and such Person divests as promptly as practicable a sufficient number
of shares of Common Stock so that such Person would no longer be an &#147;Acquiring Person,&#148; as defined
pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to
be an &#147;Acquiring Person&#148; for any purposes of this Agreement.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;&#147;<U>Affiliate</U>&#148; and &#147;<U>Associate</U>&#148; shall have the respective meanings ascribed to
such terms in Rule&nbsp;12b-2 of the General Rules and Regulations promulgated under the Securities
Exchange Act of 1934, as amended (the &#147;<U>Exchange Act</U>&#148;), as in effect on the date of
this Agreement.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->- 2 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;A Person shall be deemed the &#147;<U>Beneficial Owner</U>&#148; of and shall be deemed to
&#147;<U>beneficially own</U>&#148; any securities:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(i)&nbsp;that such Person or any of such Person&#146;s Affiliates or Associates beneficially
owns, directly or indirectly;
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(ii)&nbsp;that such Person or any of such Person&#146;s Affiliates or Associates has (A)&nbsp;the
right to acquire (whether such right is exercisable immediately or only after the passage of
time) pursuant to any agreement, arrangement or understanding, whether or not in writing
(other than customary agreements with and between underwriters and selling group members
with respect to a bona fide public offering of securities), or upon the exercise of
conversion rights, exchange rights, rights (other than these Rights), warrants or options,
or otherwise; <U>provided</U>, <U>however</U>, that a Person shall not be deemed the
Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or
exchange offer made by or on behalf of such Person or any of such Person&#146;s Affiliates or
Associates until such tendered securities are accepted for purchase or exchange; (B)&nbsp;the
right to vote pursuant to any agreement, arrangement or understanding, whether or not in
writing (<U>provided</U>, <U>however</U>, that a Person shall not be deemed the Beneficial
Owner of, nor to beneficially own, any security if the agreement, arrangement or
understanding to vote such security (1)&nbsp;arises solely from a revocable proxy or consent
given to such Person in response to a public proxy or consent solicitation made pursuant to,
and in accordance with, the applicable rules and regulations promulgated under the Exchange
Act and (2)&nbsp;is not also then reportable on Schedule&nbsp;13D under the Exchange Act (or any
comparable or successor report)); or (C)&nbsp;the right to the underlying economic benefits or
value associated with such securities, whether or not any voting or control rights have been
deliberately disclaimed or removed, including, without limitation, pursuant to any hedge,
swap, derivative or similar transaction; or
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(iii)&nbsp;that are beneficially owned, directly or indirectly, by any other Person with
which such Person or any of such Person&#146;s Affiliates or Associates has any agreement,
arrangement or understanding, whether or not in writing (other than customary agreements
with and between underwriters and selling group members with respect to a bona fide public
offering of securities), for the purpose of acquiring, holding, voting (except to the extent
contemplated by the proviso to Section&nbsp;1(c)(ii)(B)) or disposing of any securities of the
Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase
&#147;then outstanding,&#148; when used with reference to a Person&#146;s Beneficial Ownership of securities of
the Company, shall mean the number of such securities then issued and outstanding together with the
number of such securities not then actually issued and outstanding which such Person would be
deemed to own beneficially hereunder.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;&#147;<U>Business Day</U>&#148; shall mean any day other than a Saturday, a Sunday, or a day on
which banking institutions in the states of New York and New Jersey are authorized or obligated by
law or executive order to close.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->- 3 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(e)&nbsp;&#147;<U>Close of Business</U>&#148; on any given date shall mean 5:00 p.m., New York time, on such
date; <U>provided</U>, <U>however</U>, that if such date is not a Business Day it shall mean
5:00 p.m., New York time, on the next succeeding Business Day.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(f)&nbsp;&#147;<U>Common Stock</U>&#148; when used with reference to the Company, means the shares of common
stock of the Company. &#147;Common Stock&#148; when used with reference to any Person other than the Company
shall mean the capital stock (or equity interest) with the greatest voting power of such other
Person or, if such other Person is a Subsidiary of another Person, the Person or Persons which
ultimately control such first-mentioned Person.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%">(g) &#147;<U>Distribution Date</U>&#148; shall have the meaning set forth in Section&nbsp;3 hereof.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(h)&nbsp;&#147;<U>Dividend Reinvestment Plan Acquisition</U>&#148; shall mean an acquisition of shares of
Common Stock pursuant to a regular dividend reinvestment plan of the Company made available by the
Company to holders of its Common Stock where such plan permits the holders to direct that some or
all of the dividends paid in respect of their shares of the Company&#146;s Common Stock be applied to
the purchase of additional shares of the Company&#146;s Common Stock.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%">(i) &#147;<U>Final Expiration Date</U>&#148; shall have the meaning set forth in Section&nbsp;7 hereof.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(j)&nbsp;&#147;<U>Person</U>&#148; shall mean any individual, firm, corporation, partnership, limited
liability company or other entity, and shall include any successor (by merger or otherwise) of such
entity.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(k)&nbsp;&#147;<U>Principal Party</U>&#148; means (i)&nbsp;in the case of any transaction described in clause (a)
or (b)&nbsp;of the first sentence of Section&nbsp;13, the Person (including the Company as successor thereto
or as the surviving corporation) that is the issuer of any securities into which shares of Common
Stock of the Company are converted in such merger or consolidation, and if no securities are so
issued, the Person that is the other party to the merger of consolidation, and (ii)&nbsp;in the case of
any transaction described in clause (c)&nbsp;of the first sentence of Section&nbsp;13, the Person that is the
party receiving the greatest portion of the assets or earning power transferred pursuant to such
transaction or transactions; provided, however, that in any such case (x)&nbsp;if the Common Stock of
such Person is not at such time and has not been continuously over the preceding 12-month period
registered under Section&nbsp;12 of the Exchange Act, and such Person is a direct or indirect Subsidiary
of another Person the Common Stock of which is and has been so registered, &#147;Principal Party&#148; shall
refer to such other Person, and (y)&nbsp;if such Person is a Subsidiary, directly or indirectly, of more
than one Person, the Common Stocks of two or more of which are and have been so registered,
&#147;Principal Party&#148; shall refer to whichever of such Persons is the issuer of the Common Stock having
the greatest aggregate market value of shares outstanding.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(l)&nbsp;&#147;<U>Purchase Price</U>&#148; shall have the meaning set forth in Section&nbsp;7 hereof.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%">(m) &#147;<U>Redemption Date</U>&#148; shall have the meaning set forth in Section&nbsp;7 hereof.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%">(n) &#147;<U>Redemption Price</U>&#148; shall have the meaning set forth in Section&nbsp;23 hereof.
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(o)&nbsp;&#147;<U>Stock Acquisition Date</U>&#148; shall mean the first date of public announcement by the
Company or an Acquiring Person that an Acquiring Person has become such.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(p)&nbsp;&#147;<U>Subsidiary</U>&#148; of any Person shall mean any corporation or other entity of which a
majority of the voting power of the voting equity securities or equity interest is owned, directly
or indirectly, by such Person.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;2. Appointment of Rights Agent</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">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 may from time to time appoint such co-Rights Agents as it may deem necessary or desirable
upon ten (10)&nbsp;days&#146; prior written notice to the Rights Agent. The Rights Agent shall have no duty
to supervise, and shall in no event be liable for, the acts or omissions of any such co-Rights
Agent.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;3. Issue of Right Certificates</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;Until the earlier of (i)&nbsp;the 10th day after the Stock Acquisition Date and (ii)&nbsp;the 10th
Business Day (or such later date as may be determined by action of the Board of Directors before
such time as any Person becomes an Acquiring Person) after the date of the commencement by any
Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the
Company or of any Subsidiary of the Company or any entity holding Common Stock for or pursuant to
the terms of any such plan) of, or of the first public announcement of the intention of any Person
(other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or
of any Subsidiary of the Company or any entity holding Common Stock for or pursuant to the terms of
any such plan) to commence a tender or exchange offer, the consummation of which would result in
any Person becoming the Beneficial Owner of shares of Common Stock representing 20% or more of the
then outstanding shares of Common Stock in the aggregate or which would result in an Excepted
Person becoming the Beneficial Owner of shares of Common Stock in excess of the applicable Excepted
Person Threshold (including any such date which is after the date of this Agreement and before the
issuance of the Rights; the earlier of such dates being herein referred to as the &#147;<U>Distribution
Date</U>&#148;), (x)&nbsp;the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by
the certificates for shares of Common Stock registered in the names of the holders thereof (which
certificates shall also be deemed to be Right Certificates as hereinafter defined) and not by
separate Right Certificates, and (y)&nbsp;the right to receive Right Certificates will be transferable
only in connection with the transfer of shares of Common Stock. The Company shall give the Rights
Agent prompt written notice of the occurrence of the Distribution Date and, if such notification is
given orally, the Company shall confirm same in writing on or prior to the Business Day next
following. Until such notice is received by the Rights Agent, the Rights
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as
practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent
(after receiving written notice of the occurrence of the Distribution Date) will countersign, and
the Company will send or cause to be sent (and the Rights Agent will, if requested and provided
with all necessary information and at the Company&#146;s expense, send) by first-class, insured,
postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business
on the Distribution Date, at the address of such holder shown on the records of the Company, a
Right Certificate, in substantially the form of <U>Exhibit&nbsp;A</U> hereto (a &#147;<U>Right
Certificate</U>&#148;), evidencing one Right for each share of Common Stock so held (subject to
appropriate adjustments, as hereinafter defined). As of the Distribution Date, the Rights will be
evidenced solely by such Right Certificates.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;On the Record Date, the Company sent a copy of a Summary of Rights to Purchase Shares of
Common Stock (the &#147;<U>Summary of Rights</U>&#148;), by first-class, postage-prepaid mail, to each
record holder of shares of Common Stock as of the Close of Business on the Record Date, at the
address of such holder shown on the records of the Company. Such Summary of Rights has been
updated as of the date of this Agreement in substantially the form of <U>Exhibit&nbsp;B</U> hereto.
With respect to certificates for shares of Common Stock outstanding as of the Record Date or
subsequently issued by the Company, until the Distribution Date, the Rights will be evidenced by
such certificates registered in the names of the holders thereof together with a copy of the
Summary of Rights attached thereto (as updated as of the date of this Agreement, if applicable).
Until the earlier of the Distribution Date, the Redemption Date and the Final Expiration Date, the
surrender for transfer of any certificate for shares of Common Stock outstanding on the Record
Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the
transfer of the Rights associated with the shares of Common Stock represented thereby.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;Certificates for shares of Common Stock which become outstanding after the date of this
Agreement but before the earliest of the Distribution Date, the Redemption Date and the Final
Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a
legend in substantially the following form:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">This certificate also evidences and entitles the holder hereof to
certain rights as set forth in an Amended and Restated Rights
Agreement between Teekay Corporation and The Bank of New York
Mellon, as Rights Agent, dated as of July&nbsp;2, 2010 (the &#147;<U>Rights
Agreement</U>&#148;), the terms of which are incorporated herein by
reference and a copy of which is on file at the principal operating
office of Teekay Corporation. Under certain circumstances, as set
forth in the Rights Agreement, such rights will be evidenced by
separate certificates and will no longer be evidenced by this
certificate. Teekay Corporation will mail to the holder of this
certificate a copy of the Rights Agreement without charge after
receipt of a written request therefor. Under certain
circumstances, as set forth in the Rights Agreement, rights issued
to any Person who becomes an &#147;Acquiring Person&#148; (as defined in the
Rights Agreement) may become null and void.
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">With respect to such certificates containing the foregoing legend, until the Distribution Date, the
Rights associated with the shares of Common Stock represented by such certificates shall be
evidenced by such certificates alone, and the surrender for transfer of any such certificate shall
also constitute the transfer of the Rights associated with the shares of Common Stock represented
thereby.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;4. Form of Right Certificates</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Right Certificates (and the forms of election to purchase and of assignment to be printed
on the reverse thereof) shall be substantially the same as <U>Exhibit&nbsp;A</U> hereto and may have
such marks of identification or designation and such legends, summaries or endorsements printed
thereon as the Company may deem appropriate (but which do not affect the rights, duties,
liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any applicable law or with any
rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or
quotation system on which the Rights may from time to time be listed, or to conform to usage. The
Right Certificates shall be in a machine printable format and in a form reasonably satisfactory to
the Rights Agent. The Right Certificates shall show the date of countersignature. Subject to the
provisions of Sections&nbsp;11 and 22 hereof, the Right Certificates shall entitle the holders thereof
to purchase such number of shares of Common Stock as shall be set forth therein at the price per
share set forth therein, but the number of such shares and such purchase price shall be subject to
adjustment as provided herein.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;5. Countersignature and Registration</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Right Certificates shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its President, any of its Vice Presidents, or its Chief
Financial Officer, either manually or by facsimile signature. The Right Certificates shall be
either manually or by facsimile signature countersigned by the Rights Agent and shall not be valid
for any purpose unless countersigned. In case any officer of the Company who shall have signed any
of the Right Certificates shall cease to be such officer of the Company before countersignature by
the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless,
may be countersigned by the Rights Agent and issued and delivered by the Company with the same
force and effect as though the person who signed such Right Certificates had not ceased to be an
officer of the Company; and any Right Certificate may be signed on behalf of the Company by any
person who, at the actual date of the execution of such Right Certificate, shall be a proper
officer of the Company to sign such Right Certificate, although at the date of the execution of
this Rights Agreement any such person was not such an officer.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its office
designated for such purpose, books for registration and transfer of the Right Certificates
issued hereunder. Such books shall show the names and addresses of the respective holders of
the Right Certificates, the number of Rights evidenced on its face by each of the Right
Certificates and the date of each of the Right Certificates.
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">
<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>Section&nbsp;6.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify"><B>Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated,
Destroyed, Lost or Stolen Right Certificates</B></DIV></TD>
</TR>

</TABLE>
</DIV>




<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Subject to the provisions of Section&nbsp;14 hereof, at any time after the Close of Business on the
Distribution Date, and at or before the Close of Business on the earlier of the Redemption Date or
the Final Expiration Date, any Right Certificate or Right Certificates (other than Right
Certificates representing Rights that have become null and void pursuant to Section&nbsp;11(a)(ii)
hereof or that have been exchanged pursuant to Section&nbsp;24 hereof) may be transferred, split up,
combined or exchanged for another Right Certificate or Right Certificates, entitling the registered
holder to purchase a like number of shares as the Right Certificate or Right Certificates
surrendered then entitled such holder to purchase. Any registered holder desiring to transfer,
split up, combine or exchange any Right Certificate or Right Certificates shall make such request
in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right
Certificates to be transferred, split up, combined or exchanged at the designated office of the
Rights Agent. The Rights Certificates are transferable only on the registry books of the Rights
Agent. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever
with respect to the transfer of any such surrendered Rights Certificate until the registered holder
shall have (i)&nbsp;properly completed and duly signed the certificate contained in the form of
assignment on the reverse side of such Rights Certificate, (ii)&nbsp;provided such additional evidence
of the identity of the Beneficial Owner (or former Beneficial Owner) and the Affiliates and
Associates of such Beneficial Owner (or former Beneficial Owner) as the Company or the Rights Agent
shall reasonably request and (iii)&nbsp;paid a sum sufficient to cover any tax or charge that may be
imposed in connection with any transfer, split up, combination or exchange of Rights Certificates.
Thereupon, the Rights Agent shall countersign and deliver to the person entitled thereto a Right
Certificate or Right Certificates, as the case may be, as so requested registered in such name or
names as may be designated by the surrendering registered holder. The Rights Agent shall forward
any such sum collected by it to the Company or to such Person or Persons as the Company shall
specify by written notice. The Rights Agent shall have no duty or obligation under any section of
this agreement requiring the payment of taxes or charges unless and until it is satisfied that all
such taxes and/or charges have been paid. The Company may require payment by the holders of the
Rights of a sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer, split up, combination or exchange of Right Certificates.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them
of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft
or destruction, of indemnity or security satisfactory to them, and, at the Company&#146;s request,
reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto,
and upon surrender to the Rights Agent and cancellation of the Right Certificate, if mutilated, the
Company will make and deliver a new Right Certificate of like tenor to the Rights
Agent for delivery to the registered holder in lieu of the Right Certificate so lost, stolen,
destroyed or mutilated.
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;7. Exercise of Rights; Purchase Price; Expiration Date of Rights</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;The registered holder of any Right Certificate may exercise the Rights evidenced thereby
(except as otherwise provided herein) in whole or in part at any time after the Distribution Date
upon surrender of the Right Certificate, with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together
with payment of the Purchase Price for each share as to which the Rights are exercised, at or prior
to the earliest of (i)&nbsp;the Close of Business on July&nbsp;1, 2020 (the &#147;<U>Final Expiration Date</U>&#148;),
(ii)&nbsp;the time at which the Rights are redeemed as provided in Section&nbsp;23 hereof (the
&#147;<U>Redemption Date</U>&#148;), or (iii)&nbsp;the time at which such Rights are exchanged as provided in
Section&nbsp;24 hereof.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;The purchase price for each share of Common Stock purchasable pursuant to the exercise of
a Right shall initially be $200.00 as of the date of this Agreement, and shall be subject to
adjustment from time to time as provided in Section&nbsp;11 or 13 hereof (the &#147;<U>Purchase Price</U>&#148;)
and shall be payable in lawful money of the United States of America in accordance with paragraph
(c)&nbsp;below.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;Upon receipt of a Right Certificate representing exercisable Rights, with the form of
election to purchase duly executed, accompanied by payment of the Purchase Price for the shares to
be purchased and an amount equal to any applicable transfer tax required to be paid by the holder
of such Right Certificate in accordance with Section&nbsp;9 hereof by certified check, cashier&#146;s check
or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)
(A)&nbsp;requisition from any transfer agent of the shares of Common Stock certificates for the number
of shares of Common Stock to be purchased and the Company hereby irrevocably authorizes its
transfer agent to comply with all such requests, or (B)&nbsp;requisition from the depositary agent
depositary receipts representing such number of shares of Common Stock as are to be purchased (in
which case certificates for the shares of Common Stock represented by such receipts shall be
deposited by the transfer agent with the depositary agent) and the Company hereby directs the
depositary agent to comply with such request, (ii)&nbsp;when necessary to comply with this Rights
Agreement, requisition from the Company the amount of cash to be paid in lieu of issuance of
fractional shares in accordance with Section&nbsp;14 hereof, (iii)&nbsp;after receipt of such certificates or
depositary receipts, cause the same to be delivered to or upon the order of the registered holder
of such Right Certificate, registered in such name or names as may be designated by such holder and
(iv)&nbsp;when necessary to comply with this Rights Agreement, after receipt, deliver such cash to or
upon the order of the registered holder of such Right Certificate.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;In case the registered holder of any Right Certificate shall exercise less than all the
Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights
remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right
Certificate or to his or her duly authorized assigns, subject to the provisions of Section&nbsp;14
hereof.
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(e)&nbsp;Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor
the Company shall be obligated to undertake any action with respect to a registered holder of
Rights or other securities upon the occurrence of any purported exercise as set forth in this
Section&nbsp;7 unless such registered holder shall have (i)&nbsp;properly completed and duly executed the
certificate contained in the form of election to purchase set forth on the reverse side of the
Right Certificate surrendered for such exercise and (ii)&nbsp;provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) thereof and of the Rights evidenced
thereby and of the Affiliates and Associates of such Beneficial Owner (or former Beneficial Owner)
as the Company or the Rights Agent shall reasonably request.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;8. Cancellation of Right Certificates</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">All Right Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered
to the Rights Agent for cancellation or in cancelled form, or, if surrendered to the Rights Agent,
shall be cancelled by it, and no Right Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the
Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any
other Right Certificate purchased or acquired by the Company otherwise than upon the exercise
thereof. The Rights Agent shall deliver all cancelled Right Certificates to the Company, or shall,
at the written request of the Company, hold such cancelled Right Certificates on behalf of the
Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;9. Availability of Common Stock</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Company covenants and agrees that it will take all such action as may be necessary to
ensure that all shares of Common Stock delivered upon exercise of Rights shall, at the time of
delivery of the certificates for such shares of Common Stock (subject to payment of the Purchase
Price), be duly and validly authorized and issued and fully paid and nonassessable shares.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Company further covenants and agrees that it will pay when due and payable any and all
taxes and charges which may be payable in respect of the issuance or delivery of the Right
Certificates or of any shares of Common Stock upon the exercise of Rights. The Company shall not,
however, be required to pay any tax which may be payable in respect of any transfer or delivery of
Right Certificates to a person other than, or the issuance or delivery of certificates or
depositary receipts for the shares of Common Stock in a name other than that of, the registered
holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to
deliver any certificates or depositary receipts for shares of Common Stock upon the exercise of any
Rights until any such tax shall have been paid (any such tax being payable by the holder of such
Right Certificate at the time of surrender) or until it has been established to the Company&#146;s
reasonable satisfaction that no such tax is due.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;10. Common Stock Record Date</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Each person in whose name any certificate for shares of Common Stock is issued upon the
exercise of Rights shall for all purposes be deemed to have become the holder of record of the
shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon
which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase
Price (and any applicable taxes) was made; <U>provided</U>, <U>however</U>, that if the date of
such surrender and payment is a date upon which the Common 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 Common Stock transfer
books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder
of a Right Certificate shall not be entitled to any rights of a holder of shares of Common Stock
for which the Rights shall be exercisable, including, without limitation, the right to vote, to
receive dividends or other distributions or to exercise any preemptive rights, and shall not be
entitled to receive any notice of any proceedings of the Company, except as provided herein.
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;11. Adjustment of Purchase Price, Number of Shares or Number of Rights</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Purchase Price, the number of shares of Common Stock covered by each Right and the number
of Rights outstanding are subject to adjustment from time to time as provided in this Section&nbsp;11.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;(i)&nbsp;If the Company shall at any time after the date of this Agreement (A)&nbsp;declare a
dividend on the Common Stock payable in shares of Common Stock, (B)&nbsp;subdivide the outstanding
Common Stock, (C)&nbsp;combine the outstanding shares of Common Stock into a smaller number of shares of
Common Stock or (D)&nbsp;issue any shares of its capital stock in a reclassification of the Common Stock
(including any such reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), except as otherwise provided in this
Section&nbsp;11(a), the Purchase Price in effect at the time of the record date for such dividend or of
the effective date of such subdivision, combination or reclassification, and the number and kind of
shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder
of any Right exercised after such time shall be entitled to receive the aggregate number and kind
of shares of capital stock which, if such Right had been exercised immediately prior to such date
and at a time when the Common Stock transfer books of the Company were open, he or she would have
owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification; <U>provided</U>, <U>however</U>, that in no event shall the
consideration to be paid upon the exercise of one Right be less than the aggregate par value of the
shares of capital stock of the Company issuable upon exercise of one Right.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(ii)&nbsp;Subject to Section&nbsp;24 of this Agreement, if any Person becomes an Acquiring Person,
each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a
price equal to the then current Purchase Price multiplied by the number of shares of Common
Stock for which a Right is then exercisable, in accordance
with the terms of this Agreement, such number of shares of Common Stock as shall equal
the result obtained by (x)&nbsp;multiplying the then current Purchase Price by the number of
 shares of Common Stock for which a Right is then exercisable and dividing that product by
(y)&nbsp;50% of the then Current Per Share Market Price (as defined in Section&nbsp;11(d)) of the
Company&#146;s Common Stock on the date of the occurrence of such event. If any Person shall
become an Acquiring Person and the Rights shall then be outstanding, the Company shall not
take any action which would eliminate or diminish the benefits intended to be afforded by
the Rights.
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">From and after the occurrence of such event, any Rights that are or were acquired or
beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring
Person), including, without limitation, Rights beneficially owned pursuant to
Section&nbsp;1(c)(iii) hereof, shall be null and void and any holder of such Rights, including,
without limitation, any transferee of the foregoing, shall thereafter have no right to
exercise such Rights under any provision of this Agreement. No Right Certificate shall be
issued pursuant to Section&nbsp;3 that represents Rights beneficially owned by an Acquiring
Person, including, without limitation, Rights beneficially owned pursuant to
Section&nbsp;1(c)(iii) hereof, whose Rights would be null and void pursuant to the preceding
sentence or any Associate or Affiliate thereof or any transferee of the foregoing; no Right
Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring
Person (or other holder of securities beneficially owned by such Acquiring Person,
including, without limitation, pursuant to Section&nbsp;1(c)(iii) hereof) whose Rights would be
null and void pursuant to the preceding sentence or any Associate or Affiliate thereof or to
any nominee of such Acquiring Person, Associate or Affiliate; and any Right Certificate
delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null
and void pursuant to the preceding sentence shall be cancelled.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(iii)&nbsp;If there shall not be sufficient shares of Common Stock issued but not outstanding
or authorized but unissued to permit the exercise in full of the Rights in accordance with
the foregoing subparagraph (ii), the Company shall (x)&nbsp;take all such action as may be
necessary to authorize additional shares of Common Stock for issuance upon exercise of the
Rights or (y) (A)&nbsp;determine the value of the shares issuable upon the exercise of a Right
(the &#147;<U>Current Value</U>&#148;), and (B)&nbsp;with respect to each Right, make adequate provision
to substitute for the shares issuable upon exercise of a Right (1)&nbsp;cash, (2)&nbsp;a reduction in
the Purchase Price, (3)&nbsp;other equity securities of the Company (including, without
limitation, shares, or units of shares, of preferred stock) that the Board of Directors has
deemed to have essentially the same rights, privileges and preferences as shares of Common
Stock (&#147;<U>Common Stock Equivalents</U>&#148;), (4)&nbsp;debt securities of the Company, (5)&nbsp;other
assets or (6)&nbsp;any combination of the foregoing having an aggregate value equal to the
Current Value, where such aggregate value has been conclusively determined by the Board of
Directors; provided, however, that if the Company has not made adequate provision to deliver
the Current Value pursuant to clause (B)&nbsp;above within 30&nbsp;days following the Stock
Acquisition Date, then the Company will be obligated to deliver, upon the surrender for
exercise of a Right and without requiring payment of the
Purchase Price, shares of Common Stock (to the extent available) and then, if
necessary, cash, which shares or cash have an aggregate value equal to the Spread. The term
&#147;<U>Spread</U>&#148; means the excess of (i)&nbsp;the Current Value over (ii)&nbsp;the Purchase Price.
For purposes of this Section&nbsp;11(a)(iii), the Current Value of each share of Common Stock
issuable upon exercise of a Right will be the Current Per Share Market Price of the Common
Stock on the Stock Acquisition Date and the per share or per unit value of any Common Stock
Equivalent will be deemed to equal the Current Per Share Market Price of the Common Stock on
such date.
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;If the Company shall fix a record date for the issuance of rights, options or warrants to
all holders of shares of Common Stock entitling them (for a period expiring within 45 calendar days
after such record date) to subscribe for or purchase shares of Common Stock or securities
convertible into shares of Common Stock or equivalent shares at a price per share (or having a
conversion price per share, if a security convertible into Common Stock) less than 90% of the then
Current Per Share Market Price of the Common Stock on such record date, the Purchase Price to be in
effect after such record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding on such record date plus the number of shares of Common Stock
which the aggregate offering price of the total number of shares of Common Stock and/or equivalent
shares so to be offered (and/or the aggregate initial conversion price of the convertible
securities so to be offered) would purchase at such Current Per Share Market Price and the
denominator of which shall be the number of shares of Common Stock outstanding on such record date
plus the number of additional shares of Common Stock and/or equivalent shares to be offered for
subscription or purchase (or into which the convertible securities so to be offered are initially
convertible); <U>provided</U>, <U>however</U>, that in no event shall the consideration to be
paid upon the exercise of one Right be less than the aggregate par value of the shares of capital
stock of the Company issuable upon exercise of one Right. In case such subscription price may be
paid in a consideration part or all of which shall be in a form other than cash, the value of such
consideration shall be as determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent. Shares of Common
Stock owned by or held for the account of the Company shall not be deemed outstanding for the
purpose of any such computation. Such adjustment shall be made successively whenever such a record
date is fixed, and if such rights, options or warrants are not so issued, the Purchase Price shall
be adjusted to be the Purchase Price which would then be in effect if such record date had not been
fixed.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;In case the Company shall fix a record date for the making of a distribution to all
holders of the Common Stock (including any such distribution made in connection with a
consolidation or merger in which the Company is the continuing or surviving corporation) of
evidences of indebtedness or assets (other than a regular periodic cash dividend or a dividend
payable in Common Stock) or subscription rights or warrants (excluding those referred to in
Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the then Current Per Share Market Price of the
Common Stock on such record date, less the fair market value (as determined in good faith by
the Board of Directors of the Company, whose determination shall be described in a statement filed
with the Rights Agent) of the portion of the assets or evidences of indebtedness to be so
distributed or of such subscription rights or warrants applicable to one share of Common Stock and
the denominator of which shall be such Current Per Share Market Price of the Common Stock;
<U>provided</U>, <U>however</U>, that in no event shall the consideration to be paid upon the
exercise of one Right be less than the aggregate par value of the shares of capital stock of the
Company to be issued upon exercise of one Right. Such adjustments shall be made successively
whenever such a record date is fixed, and if such a distribution is not so made, the Purchase Price
shall again be adjusted to be the Purchase Price which would then be in effect if such record date
had not been fixed.
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;For the purpose of any computation hereunder, the &#147;<U>Current Per Share Market Price</U>&#148;
of Common Stock on any date shall be deemed to be the average of the daily closing prices per share
of such Common Stock for the 30 consecutive Trading Days (as such term is hereinafter defined)
immediately prior to but not including such date; <U>provided</U>, <U>however</U>, that if the
Current Per Share Market Price of the Common Stock is determined during a period following the
announcement by the issuer of such Common Stock of (A)&nbsp;a dividend or distribution on such Common
Stock payable in shares of such Common Stock or securities convertible into such shares, or (B)&nbsp;any
subdivision, combination or reclassification of such Common Stock and prior to the expiration of 30
Trading Days after but not including the ex-dividend date for such dividend or distribution, or the
record date for such subdivision, combination or reclassification, then, and in each such case, the
Current Per Share Market Price shall be appropriately adjusted to reflect the Current Per Share
Market Price per share equivalent of such Common Stock. The closing price for each day shall be
the last sale price, regular way, or, in case no such sale takes place on such day, the average of
the closing bid and asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or admitted to trading
on the New York Stock Exchange or, if the Common Stock is not listed or admitted to trading on the
New York Stock Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange on which the Common
Stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading
on any national securities exchange, the last quoted price or, if not so quoted, the average of the
high bid and low asked prices in the over-the-counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotations System (&#147;<U>Nasdaq</U>&#148;) or such
other system then in use, or, if on any such date the Common Stock is not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a professional market
maker making a market in the Common Stock selected by the Board of Directors of the Company. If
the Common Stock is not publicly held or so listed or traded, &#147;Current Per Share Market Price&#148;
shall mean the fair value per share as determined in good faith by the Board of Directors of the
Company, whose determination shall be described in a statement filed with the Rights Agent. The
term &#147;<U>Trading Day</U>&#148; shall mean a day on which the principal national securities exchange on
which the Common Stock is listed or admitted to trading is open for the transaction of business or,
if the
Common Stock is not listed or admitted to trading on any national securities exchange, a
Business Day.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(e)&nbsp;No adjustment in the Purchase Price shall be required unless such adjustment would require
an increase or decrease of at least 1% in the Purchase Price; <U>provided</U>, <U>however</U>,
that any adjustments which by reason of this Section 11(e) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment. All calculations under this
Section&nbsp;11 shall be made to the nearest cent or to the nearest one one-hundredth of a share of
Common Stock. Notwithstanding the first sentence of this Section&nbsp;11(e), any adjustment required by
this Section&nbsp;11 shall be made no later than the earlier of (i)&nbsp;three years from the date of the
transaction which requires such adjustment and (ii)&nbsp;the date of the expiration of the right to
exercise any Rights.
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(f)&nbsp;If as a result of an adjustment made pursuant to Section 11(a) hereof, the holder of any
Right thereafter exercised shall become entitled to receive any shares of capital stock of the
Company other than Common Stock, thereafter the number of such other shares so receivable upon
exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the Common Stock contained in
Section 11(a) through (c), inclusive, and the provisions of Sections&nbsp;7, 9, 10 and 13 with respect
to the Common Stock shall apply on like terms to any such other shares.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(g)&nbsp;All Rights originally issued by the Company subsequent to any adjustment made to the
Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the
number of shares of Common Stock purchasable from time to time hereunder upon exercise of the
Rights, all subject to further adjustment as provided herein.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(h)&nbsp;Unless the Company shall have exercised its election as provided in Section&nbsp;11(i), upon
each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and
(c), each Right outstanding immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number of shares of Common
Stock (calculated to the nearest one-hundredth of a share of Common Stock) obtained by (i)
multiplying (x)&nbsp;the number of shares covered by a Right immediately prior to this adjustment by (y)
the Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (ii)
dividing the product so obtained by the Purchase Price in effect immediately after such adjustment
of the Purchase Price.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(i)&nbsp;The Company may elect on or after the date of any adjustment of the Purchase Price to
adjust the number of Rights, in substitution for any adjustment in the number of shares of Common
Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after such
adjustment of the number of Rights shall be exercisable for the number of shares of Common Stock
for which a Right was exercisable immediately prior to such adjustment. Each Right held of record
prior to such adjustment of the number of Rights shall become that number of Rights (calculated to
the nearest one-hundredth) obtained by dividing the Purchase Price in effect immediately prior to
adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of
the Purchase Price. The Company shall make a public
announcement, with simultaneous written notice to the Rights Agent, of its election to adjust
the number of Rights, indicating the record date for the adjustment, and, if known at the time, the
amount of the adjustment to be made. This record date may be the date on which the Purchase Price
is adjusted or any
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"> day thereafter, but, if the Right Certificates have been issued, shall be at least 10&nbsp;days later than the date of the public announcement. If Right Certificates have been
issued, upon each adjustment of the number of Rights pursuant to this Section&nbsp;11(i), the Company
shall, as promptly as practicable, cause to be distributed to holders of record of Right
Certificates on such record date Right Certificates evidencing, subject to Section&nbsp;14 hereof, the
additional Rights to which such holders shall be entitled as a result of such adjustment, or, at
the option of the Company, shall cause to be distributed to such holders of record in substitution
and replacement for the Right Certificates held by such holders prior to the date of adjustment,
and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the
Rights to which such holders shall be entitled after such adjustment. Right Certificates to be so
distributed shall be issued, executed and countersigned in the manner provided for herein and shall
be registered in the names of the holders of record of Right Certificates on the record date
specified in the public announcement.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(j)&nbsp;Irrespective of any adjustment or change in the Purchase Price or the number of shares of
Common Stock issuable upon the exercise of the Rights, the Right Certificates theretofore and
thereafter issued may continue to express the Purchase Price and the number of shares of Common
Stock which were expressed in the initial Right Certificates issued hereunder.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(k)&nbsp;Before taking any action that would cause an adjustment reducing the Purchase Price below
the then par value, if any, of the Common Stock issuable upon exercise of the Rights, the Company
shall take any corporate action which may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock
at such adjusted Purchase Price.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(l)&nbsp;In any case in which this Section&nbsp;11 shall require that an adjustment in the Purchase
Price be made effective as of a record date for a specified event, the Company may elect to defer
(with prompt written notice thereof to the Rights Agent) until the occurrence of such event the
issuing to the holder of any Right exercised after such record date of the Common Stock and other
capital stock or securities of the Company, if any, issuable upon such exercise over and above the
Common Stock and other capital stock or securities of the Company, if any, issuable upon such
exercise on the basis of the Purchase Price in effect prior to such adjustment; <U>provided</U>,
<U>however</U>, that the Company shall deliver to such holder a due bill or other appropriate
instrument evidencing such holder&#146;s right to receive such additional shares upon the occurrence of
the event requiring such adjustment.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(m)&nbsp;Anything in this Section&nbsp;11 to the contrary notwithstanding, the Company shall be entitled
to make such reductions in the Purchase Price, in addition to those adjustments expressly required
by this Section&nbsp;11, as and to the extent that it in its sole discretion shall determine to be
advisable in order that any consolidation or subdivision of the Common Stock, issuance wholly for
cash of any shares of Common Stock at less than the Current Per Share Market Price, issuance wholly
for cash of shares of Common Stock or securities which by their terms are
convertible into or exchangeable for Common Stock, dividends on Common Stock payable in Common
Stock or issuance of rights, options or warrants referred to hereinabove in Section&nbsp;11(b),
hereafter made by the Company to holders of its Common Stock shall not be taxable to such
shareholders.
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(n)&nbsp;If at any time after the date of this Agreement and prior to the Distribution Date, the
Company shall (i)&nbsp;declare or pay any dividend on the Common Stock payable in Common Stock or (ii)
effect a subdivision, combination or consolidation of the Common Stock (by reclassification or
otherwise than by payment of dividends in Common Stock) into a greater or lesser number of shares
of Common Stock, then in any such case (A)&nbsp;the number of shares of Common Stock purchasable after
such event upon proper exercise of each Right shall be determined by multiplying the number of
shares of Common Stock so purchasable immediately prior to such event by a fraction, the numerator
of which is the number of shares Common Stock outstanding immediately before such event and the
denominator of which is the number of shares of Common Stock outstanding immediately after such
event, and (B)&nbsp;each share of Common Stock outstanding immediately after such event shall have
issued with respect to it that number of Rights which each share of Common Stock outstanding
immediately prior to such event had issued with respect to it. The adjustments provided for in
this Section 11(n) shall be made successively whenever such a dividend is declared or paid or such
a subdivision, combination or consolidation is effected.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;12. Certificate of Adjusted Purchase Price or Number of Shares</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Whenever an adjustment is made as provided in Section&nbsp;11 or 13 hereof, the Company shall
promptly (a)&nbsp;prepare a certificate setting forth such adjustment, and a brief statement of the
facts accounting for such adjustment, (b)&nbsp;file with the Rights Agent and with each transfer agent
for the Common Stock a copy of such certificate and (c)&nbsp;cause to be mailed a brief summary thereof
to each holder of a Right Certificate in accordance with Section&nbsp;25 hereof. The Rights Agent shall
be fully protected in relying on any such certificate and on any adjustment or statement therein
contained and shall have no duty or liability with respect to, and shall not be deemed to have
knowledge of any adjustment unless and until it shall have received such certificate.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">In the event, directly or indirectly, at any time after a Person has become an Acquiring
Person, (a)&nbsp;the Company shall consolidate with, or merge with and into, any other Person, (b)&nbsp;any
Person shall consolidate with the Company, or merge with and into the Company and, in connection
with such merger, all or part of the shares of Common Stock shall be changed into or exchanged for
stock or other securities of any other Person (or the Company) or cash or any other property, or
(c)&nbsp;the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or
otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more
of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other
Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each
such
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"> case, proper provision shall be made so that (i)&nbsp;each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive,
upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the
number of shares of Common Stock of the Company for which a Right is then exercisable, such number
of validly issued, fully paid, nonassessable and freely tradable shares of Common Stock of the
Principal Party, not subject to any liens, encumbrances, preemptive rights, rights of first refusal
or other adverse claims, as shall equal the result obtained by (A)&nbsp;multiplying the then current
Purchase Price by the number of shares of Common Stock for which a Right is then exercisable and
dividing that product by (B)&nbsp;50% of the then Current Per Share Market Price of the Common Stock of
such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of
such consolidation, merger, sale or transfer; (ii)&nbsp;such Principal Party shall thereafter be liable
for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the
obligations and duties of the Company pursuant to this Agreement; (iii)&nbsp;the term &#147;Company&#148; as used
in this Agreement shall thereafter be deemed to refer to such Principal Person; and (iv)&nbsp;such
Principal Person shall take such steps (including, but not limited to, the reservation of a
sufficient number of its shares of Common Stock in accordance with Section&nbsp;9 hereof) in connection
with such consummation as may be necessary to ensure that the provisions hereof shall thereafter be
applicable, as nearly as reasonably may be, in relation to the Common Stock thereafter deliverable
upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger,
sale or transfer unless prior thereto the Company and such Principal Person shall have executed and
delivered to the Rights Agent a supplemental agreement so providing and further providing that, as
soon as practicable after the date of any consolidation, merger, sale or transfer of assets or
earning power mentioned in clause (a), (b)&nbsp;or (c)&nbsp;of this Section&nbsp;13, the Principal Party, at its
own expense, will:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(i)&nbsp;prepare and file a registration statement under the Securities Act of 1933, as
amended (the &#147;<U>Securities Act</U>&#148;), with respect to the Rights and the securities
purchasable upon exercise of the Rights on an appropriate form, use its best efforts to
cause such registration statement to become effective as soon as practicable after such
filing and use its best efforts to cause such registration statement to remain effective
(with a prospectus that at all times meets the requirements of the Securities Act) until the
Final Expiration Date;
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(ii)&nbsp;use its best efforts to qualify or register the Rights and the securities
purchasable upon exercise of the Rights under the blue sky or state securities laws of such
jurisdictions as may be necessary or appropriate;
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(iii)&nbsp;use its best efforts to list (and continue the listing of) the Rights and the
securities purchasable upon exercise of the Rights on a national securities exchange; and
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(iv)&nbsp;deliver to holders of the Rights historical financial statements for the Principal
Party and each of its Affiliates which comply in all material respects with the requirements
for registration on Form&nbsp;10 under the Exchange Act.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">The Company shall not enter into any transaction of the kind referred to in this Section&nbsp;13 if, at
the time of such transaction, there are any rights, warrants, instruments or securities outstanding
or any agreements or arrangements which, as a result of the consummation of such transaction, would
eliminate or substantially diminish the benefits intended to be afforded by the Rights. The
provisions of this Section&nbsp;13 shall similarly apply to successive mergers or consolidations or
sales or other transfers.
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;14. Fractional Rights and Fractional Shares</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;The Company shall not be required to issue fractions of Rights or to distribute Right
Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be
paid to the registered holders of the Right Certificates with regard to which such fractional
Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current
market value of a whole Right. For the purposes of this Section&nbsp;14(a), the current market value of
a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the
date on which such fractional Rights would have been otherwise issuable. The closing price for any
day shall be the last sale price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in either case as reported in the
principal consolidated transaction reporting system with respect to securities listed or admitted
to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading
on the New York Stock Exchange, as reported in the principal consolidated transaction reporting
system with respect to securities listed on the principal national securities exchange on which the
Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so quoted, the average of the
high bid and low asked prices in the over-the-counter market, as reported by Nasdaq or such other
system then in use or, if on any such date the Rights are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional market maker making a
market in the Rights selected by the Board of Directors of the Company. If on any such date no
such market maker is making a market in the Rights, the fair value of the Rights on such date as
determined in good faith by the Board of Directors of the Company shall be used.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;The Company shall not be required to issue fractions of shares of Common Stock upon
exercise of the Rights or to distribute certificates which evidence fractional shares of Common
Stock. In lieu of fractional shares of Common Stock, the Company shall either evidence such
fractional shares by depositary receipts or pay to the registered holders of Right Certificates at
the time such Rights are exercised as herein provided an amount in cash equal to the same fraction
of the current market value of one share of Common Stock.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;The holder of a Right by the acceptance of the Right expressly waives his or her right to
receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided
above).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;Whenever a payment for fractional Rights or fractional shares is to be made by the Rights
Agent, the Company shall (i)&nbsp;promptly prepare and deliver to the Rights Agent a certificate setting
forth in reasonable detail the facts related to such payments and the prices
and/or formulas utilized in calculating such payments, and (ii)&nbsp;provide sufficient monies to
the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent
shall be fully protected in relying upon such a certificate and shall have no duty with respect to,
and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares
under any Section of this Agreement relating to the payment of fractional Rights or fractional
shares unless and until the Rights Agent shall have received such a certificate and sufficient
monies.
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;15. Rights of Action</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">All rights of action in respect of this Agreement, excepting the rights of action given to the
Rights Agent under Section&nbsp;18 and Section&nbsp;20 hereof, are vested in the respective registered
holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of
the shares of Common Stock), and any registered holder of any Right Certificate (or, prior to the
Distribution Date, of the shares of Common Stock), without the consent of the Rights Agent or of
the holder of any other Right Certificate (or, prior to the Distribution Date, of the shares of
Common Stock), may, in his or her own behalf and for his or her own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise
act in respect of, his or her right to exercise the Rights evidenced by such Right Certificate in
the manner provided in such Right Certificate and in this Agreement. Without limiting the
foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that
the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and
will be entitled to specific performance of the obligations under, and injunctive relief against
actual or threatened violations of the obligations of any Person subject to, this Agreement.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;16. Agreement of Right Holders</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Every holder of a Right, by accepting the same, consents and agrees with the Company and the
Rights Agent and with every other holder of a Right that:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;prior to the Distribution Date, the Rights are transferable only in connection with the
transfer of the shares of Common Stock;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;after the Distribution Date, the Right Certificates are transferable only on the registry
books of the Rights Agent if surrendered at the office of the Rights Agent designated for such
purpose, duly endorsed or accompanied by a proper instrument of transfer;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;the Company and the Rights Agent may deem and treat the Person in whose name the Right
Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is
registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any
notations of ownership or writing on the Right Certificates or the associated Common Stock
certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever,
and neither the Company nor the Rights Agent shall be affected by any notice to the contrary;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;Rights beneficially owned by certain Persons will, under the circumstances set forth in
Section&nbsp;11(a)(ii), become null and void;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(e)&nbsp;no fractional Rights or fractional shares will be issuable or issued upon exercise of a
Right (except as provided herein);
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(f)&nbsp;without the approval of any holder of Rights and upon the sole authority of the Board of
Directors of the Company, this Agreement may be supplemented or amended from time to time as
provided herein, and such holder of Rights will be bound by and subject to the provisions of this
Agreement as amended from time to time in accordance with the terms hereof in respect of all Rights
held; and
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(g)&nbsp;notwithstanding anything in this Agreement to the contrary, neither the Company nor the
Rights Agent will have any liability to any holder of a Right or other Person as a result of its
inability to perform any of its obligations under this Agreement by reason of any preliminary or
permanent injunction or other order, decree, or ruling issued by a court of competent jurisdiction
or by a governmental, regulatory, or administrative agency or commission, or any statute, rule,
regulation or executive order promulgated or enacted by any governmental authority, prohibiting or
otherwise restraining performance of such obligation.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;17. Right Certificate Holder Not Deemed a Shareholder</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">No holder, as such, of any Right Certificate shall be entitled to vote, receive dividends or
be deemed for any purpose the holder of the shares of Common Stock or any other securities of the
Company which may at any time be issuable on the exercise of the Rights represented thereby, nor
shall anything contained herein or in any Right Certificate be construed to confer upon the holder
of any Right Certificate, as such, any of the rights of a 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&nbsp;25 hereof), or to receive
dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Right
Certificate shall have been exercised in accordance with the provisions hereof.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;18. Concerning the Rights Agent</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Company agrees to pay to the Rights Agent such compensation as shall be agreed to in
writing between the Company and the Rights Agent 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 preparation, negotiation, delivery, amendment, 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, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including,
without limitation, the reasonable fees and expenses of legal counsel), incurred without
negligence, bad faith or willful misconduct on the part of the Rights Agent
(which negligence, bad faith or willful misconduct must be determined by a final,
non-appealable judgment of a court of competent jurisdiction), any action taken, suffered or
omitted by the Rights Agent in connection with the acceptance, administration, exercise and
performance of its duties under this Agreement, including, without limitation, the costs and
expenses of defending against any claim (whether asserted by the Company, any holder of a Right
Certificate, or any other Person) of liability in the premises, including reasonable attorney&#146;s
fees and expenses. The costs and expenses incurred in enforcing this right of indemnification
shall be paid by the Company. The provisions of this Section&nbsp;18 and Section&nbsp;20 below shall survive
the termination of this Agreement, the exercise or expiration of the Rights and the resignation,
replacement or removal of the Rights Agent.
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">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 acceptance and administration of
this Agreement in reliance upon any Right Certificate or certificate for the shares of Common Stock
or for other securities of the Company, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or
other paper or document believed by it to be genuine and to be signed and executed by the proper
Person or Persons, and, where necessary, to be acknowledged, or otherwise upon the advice of
counsel as set forth in Section&nbsp;20 hereof. The Rights Agent shall not be deemed to have knowledge
of any event of which it was supposed to receive notice hereunder, and the Rights Agent shall be
fully protected and shall incur no liability for failing to take any action in connection therewith
unless and until it has received such notice.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;19. Merger or Consolidation or Change of Name of Rights Agent</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Any Person into which the Rights Agent or any successor Rights Agent may be merged, converted
or with which it may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any
Person succeeding to all or substantially all the stock transfer business of the Rights Agent or
any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without
the execution or filing of any paper or any further act on the part of any of the parties hereto;
<U>provided</U>, that such Person would be eligible for appointment as a successor Rights Agent
under the provisions of Section&nbsp;21 hereof. In case at the time such successor Rights Agent shall
succeed to the agency created by this Agreement, any of the Right Certificates shall have been
countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of
the predecessor Rights Agent and deliver such Right Certificates so countersigned; and in case at
that time any of the Right Certificates shall not have been countersigned, any successor Rights
Agent may countersign such Right Certificates either in the name of the predecessor Rights Agent or
in the name of the successor Rights Agent; and in all such cases such Right Certificates shall have
the full force provided in the Right Certificates and in this Agreement.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">In case at any time the name of the Rights Agent shall be changed and at such time any of the
Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the
countersignature under its prior name and deliver Right Certificates so countersigned,
and in case at that time any of the Right Certificates shall not have been countersigned, the
Rights Agent may countersign such Right Certificates either in its prior name or in its changed
name. In all such cases, any such Right Certificates shall have the full force provided in the
Right Certificates and in this Agreement.
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;20. Duties of Rights Agent</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Rights Agent undertakes the duties and obligations expressly imposed by this Agreement
(and no implied duties or obligations shall be read into this Agreement against the Rights Agent),
upon the following terms and conditions, by all of which the Company and the holders of Right
Certificates, by their acceptance thereof, shall be bound:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;The Rights Agent may consult with legal counsel of its selection (who may be legal counsel
for the Company or an employee of the Rights Agent), and the advice or opinion of such counsel
shall be full and complete authorization and protection to the Rights Agent as to any action taken
or omitted to be taken to be taken by it and in accordance with such opinion.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;Whenever in the performance of its duties under this Agreement the Rights Agent shall deem
it necessary or desirable that any fact or matter (including without limitation, the identity of an
Acquiring Person and the determination of the current per share market price of any security) be
proved or established by the Company prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a certificate signed by any one of the Chairman
of the Board, the Chief Executive Officer, the President, any Vice President, the Chief Financial
Officer or the Secretary of the Company and delivered to the Rights Agent; and such certificate
shall be full authorization to the Rights Agent for any action taken, suffered, or omitted by it
under the provisions of this Agreement in reliance upon such certificate.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;The Rights Agent shall be liable hereunder to the Company and any other Person only for
its own negligence, bad faith, or willful misconduct (which negligence, bad faith, or willful
misconduct must be determined by a final, non-appealable judgment of a court of competent
jurisdiction). Anything to the contrary notwithstanding, in no event shall the Rights Agent be
liable for special, punitive, indirect, consequential or incidental loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised
of the likelihood of such loss or damage. Any liability of the Rights Agent under this Agreement
will be limited to an aggregate amount equal to ten times (10X) the amount of the annual fee
payable by the Company to the Rights Agent.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;The Rights Agent shall not be liable for or by reason of any of the statements of fact or
recitals contained in this Agreement or in the Right Certificates (except its countersignature
thereof) or be required to verify the same, but all such statements and recitals are and shall be
deemed to have been made by the Company only.
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(e)&nbsp;The Rights Agent shall not have any liability for or be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof (except the due
execution hereof by the Rights Agent) or in respect of the validity or execution of any Right
Certificate (except its countersignature thereof); nor shall it be responsible for any breach by
the Company of any covenant or condition contained in this Agreement or in any Right Certificate;
nor shall it be responsible for any change in the exercisability of the Rights (including the
Rights becoming null and void pursuant to Section&nbsp;11(a)(ii) hereof) or any adjustment in the terms
of the Rights (including the manner, method or amount thereof) provided for in Section&nbsp;3, 11, 13,
23 or 24, or the ascertaining of the existence of facts that would require any such change or
adjustment (except with respect to the exercise of Rights evidenced by Right Certificates after
receipt by the Right Agents of actual notice that such change or adjustment is required), nor shall
it by any act hereunder be deemed to make any representation or warranty as to the authorization or
reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Right
Certificate or as to whether any shares of Common Stock will, when issued, be validly authorized
and issued, fully paid and nonassessable.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(f)&nbsp;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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(g)&nbsp;The Rights Agent is hereby authorized and directed to accept instructions with respect to
the performance of its duties hereunder from any one of the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President, the Secretary or the Chief Financial Officer
of the Company, and to apply to such officers for advice or instructions in connection with its
duties, and it shall not be liable for any action taken or suffered by it in accordance with
instructions of any such officer or for any delay in acting while waiting for those instructions.
The Rights Agent shall be fully authorized and protected in relying upon the most recent
instructions received by any such officer. Any application by the Rights Agent for written
instructions from the Company may, at the option of the Rights Agent, set forth in writing any
action proposed to be taken or omitted by the Rights Agent under this Agreement and the date on
and/or after which such action shall be taken or such omission shall be effective. The Rights
Agent shall not be liable for any action taken by, or omission of, the Rights Agent in accordance
with a proposal included in such application on or after the date specified in such application
(which date shall not be less than ten Business Days after the date any of the above-specified
officers of the Company actually receives such application, unless any such officer shall have
consented in writing to any earlier date) unless prior to taking any such action (or the effective
date in the case of an omission), the Rights Agent shall have received written instructions in
response to such application specifying the action to be taken or omitted.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(h)&nbsp;The Rights Agent and any stockholder, director, officer or employee of the Rights Agent
may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily
interested in any transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not
Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting
in any other capacity for the Company or for any other legal entity.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(i)&nbsp;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 shall 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 or any other Person resulting from any
such act, default, neglect or misconduct, provided reasonable care was exercised in the selection
and continued employment thereof.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(j)&nbsp;No provision of this Agreement shall require the Rights Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder
or in the exercise of its rights if it believes that repayment of such funds or adequate
indemnification against such risk or liability is not reasonably assured to it.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(k)&nbsp;If, with respect to any Right Certificate surrendered to the Rights Agent for exercise or
transfer, the certificate attached to the form of assignment or form of election to purchase has
not been completed, the Rights Agent shall not take any further action with respect to such
requested purchase or transfer without first consulting with the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(l)&nbsp;In addition to the foregoing, the Rights Agent shall be protected and shall incur no
liability for, or in respect of, any action taken or omitted by it in connection with its
administration of this Agreement if such acts or omissions are in reliance upon (i)&nbsp;the proper
execution of the certification concerning beneficial ownership included in the form of assignment
and the form of election to purchase attached hereto unless the Rights Agent shall have actual
knowledge that, as executed, such certification is untrue, or (ii)&nbsp;the non-execution of such
certification including, without limitation, any refusal to honor any otherwise permissible
assignment or election by reason of such non-execution.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;21. Change of Rights Agent</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Rights Agent or any successor Rights Agent may resign and be discharged from its duties
under this Agreement upon 90&nbsp;days&#146; notice in writing mailed to the Company and to each transfer
agent of the Common Stock by registered or certified mail. The Company may remove the Rights Agent
or any successor Rights Agent upon 30&nbsp;days&#146; notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be. If the Rights Agent shall resign or be removed or
shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights
Agent. If the Company shall fail to make such appointment within a period of 30&nbsp;days after giving
notice of such removal or after it has been notified in writing of such resignation or incapacity
by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall,
with such notice, submit his or her Right Certificate for inspection by the Company), then the
Rights Agent or the registered holder of any Right Certificate may, at the expense of the Company,
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 (i)&nbsp;a Person
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">organized and doing business under the laws of the United States (or of any state of the United States), in good standing, which is authorized under
such laws to exercise stock transfer powers and is subject to supervision or examination by federal
or state authority and which has at the time of its appointment as Rights Agent a combined capital
and surplus of at least $50&nbsp;million or (ii)&nbsp;an Affiliate of such a Person. After appointment, the
successor Rights Agent shall 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 that purpose. Not later than the effective date of any such appointment, the Company shall
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 registered holders of the Right
Certificates. Failure to give any notice provided for in this Section&nbsp;21, 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;22. Issuance of New Right Certificates</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be
approved by its Board of Directors to reflect any adjustment or change in the Purchase Price and
the number or kind or class of shares or other securities or property purchasable under the Right
Certificates made in accordance with the provisions of this Agreement.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;23. Redemption</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;The Board of Directors of the Company may, at its option, at any time prior to the earlier
of the Distribution Date or the Final Expiration Date, redeem all but not less than all the then
outstanding Rights at a redemption price of $0.0001 per Right, appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after the date hereof (such
redemption price being hereinafter referred to as the &#147;<U>Redemption Price</U>&#148;). The redemption
of the Rights by the Board of Directors may be made effective at such time, on such basis and with
such conditions as the Board of Directors in its sole discretion may establish.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;Immediately upon the action of the Board of Directors of the Company ordering the
redemption of the Rights pursuant to paragraph (a)&nbsp;of this Section&nbsp;23, and without any further
action and without any notice, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall
promptly give public notice of any such redemption, with simultaneous written notice to the Rights
Agent; <U>provided</U>, <U>however</U>, that the failure to give, or any defect in, any such
notice shall not affect the validity of such redemption. Within 10&nbsp;days after such action of the
Board of Directors ordering the redemption of the Rights, the Company shall cause to be mailed a
notice of redemption to all the holders of the then outstanding Rights at their last addresses as
they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, 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.
Each such notice of redemption will state the method by which the payment of the Redemption
Price will be made.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->- 26 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;24. Exchange</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;The Board of Directors of the Company may, at its option, at any time after any Person
becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights
(which shall not include Rights that have become null and void pursuant to the provisions of
Section&nbsp;11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common
Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as
the &#147;<U>Exchange Ratio</U>&#148;). Notwithstanding the foregoing, the Board of Directors shall not be
empowered to effect such exchange at any time after any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any
entity holding Common Stock for or pursuant to the terms of any such plan), together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common
Stock then outstanding.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;Immediately upon the action of the Board of Directors of the Company ordering the exchange
of any Rights pursuant to paragraph (a)&nbsp;of this Section&nbsp;24 and without any further action and
without any notice, the right to exercise such Rights shall terminate and the only right thereafter
of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the
number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall
promptly give public notice of any such exchange, with simultaneous written notice to the Rights
Agent; <U>provided</U>, <U>however</U>, that the failure to give, or any defect in, such notice
shall not affect the validity of such exchange. The Company promptly shall cause to be mailed a
notice of any such exchange to all of the holders of such Rights at their last addresses as they
appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives the notice. Each such
notice of exchange will state the method by which the exchange of the Common Stock for Rights will
be effected and, in the event of any partial exchange, the number of Rights which will be
exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other
than Rights which have become null and void pursuant to the provisions of Section&nbsp;11(a)(ii) hereof)
held by each holder of Rights.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;If there shall not be sufficient shares of Common Stock authorized but unissued to permit
any exchange of Rights as contemplated in accordance with this Section&nbsp;24, the Company shall take
all such corporate action as may be necessary to authorize additional shares of Common Stock for
issuance upon exchange of the Rights or shall take such other action specified in
Section&nbsp;11(a)(iii) hereof.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;The Company shall not be required to issue fractions of shares of Common Stock or to
distribute certificates which evidence fractional shares of Common Stock. In lieu of such
fractional shares of Common Stock, the Company shall either evidence such fractional shares by
depositary receipts or pay to the registered holders of the Right Certificates with regard to which
such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to
the same fraction of the current market value of a whole share of Common Stock. For the purposes
of this paragraph (d), the current market value of a whole share of Common Stock shall be the
closing price of a Common Share (as determined pursuant to the second and third sentences of
Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to
this Section&nbsp;24.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->- 27 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;25. Notice of Certain Events</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;If the Company shall propose to (i)&nbsp;pay any dividend payable in stock of any class to the
holders of Common Stock or to make any other distribution to the holders of Common Stock (other
than a regular periodic cash dividend), (ii)&nbsp;offer to the holders of Common Stock rights or
warrants to subscribe for or to purchase any additional shares of Common Stock or shares of stock
of any class or any other securities, rights or options, (iii)&nbsp;effect any reclassification of
Common Stock (other than a reclassification involving only the subdivision of outstanding Common
Stock), (iv)&nbsp;effect any consolidation or merger into or with, or to effect any sale or other
transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in
one or more transactions, of 50% or more of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person, (v)&nbsp;effect the liquidation, dissolution or
winding up of the Company or (vi)&nbsp;declare or pay any dividend on the Common Stock payable in Common
Stock or to effect a subdivision, combination or consolidation of the Common Stock (by
reclassification or otherwise than by payment of dividends in Common Stock), then, in each such
case, the Company shall give to each holder of a Right Certificate and to the Rights Agent, in
accordance with Section&nbsp;26 hereof, a notice of such proposed action, which shall specify the record
date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on
which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or
winding up is to take place and the date of participation therein by the holders of the Common
Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action
covered by clause (i)&nbsp;or (ii)&nbsp;above at least 10&nbsp;days prior to the record date for determining
holders of Common Stock for purposes of such action, and in the case of any such other action, at
least 10&nbsp;days prior to the date of the taking of such proposed action or the date of participation
therein by the holders of Common Stock, whichever shall be the earlier.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;In case the event set forth in Section&nbsp;11(a)(ii) hereof shall occur, then the Company
shall as soon as practicable thereafter give to each holder of a Right Certificate and to the
Rights Agent, in accordance with Section&nbsp;26 hereof, a notice of the occurrence of such event, which
notice shall describe such event and the consequences of such event to holders of Rights under
Section&nbsp;11(a)(ii) hereof.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->- 28 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;26. Notices</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by
the holder of any Right Certificate to or on the Company shall be sufficiently given
or made if sent by first-class mail, postage prepaid, addressed (until another address is
filed in writing with the Rights Agent) as follows:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 12%">Teekay Corporation<BR>
Suite&nbsp;2000<BR>
Bentall 5<BR>
550 Burrard Street<BR>
Vancouver BC V6C 2K2<BR>
Attn: Secretary
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Subject to the provisions of Section&nbsp;21 hereof, any notice or demand authorized by this Agreement
to be given or made by the Company or by the holder of any Right Certificate to or on the Rights
Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed
(until another address is filed in writing with the Company) as follows:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 12%">The Bank of New York Mellon<BR>
101 Barclay Street<BR>
New York, NY 10286<BR>
Attention: Stock Transfer Administration
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">With a copy to:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 12%">The Bank of New York Mellon<BR>
Newport Office Center VII<BR>
480 Washington Blvd<BR>
Jersey City, NJ 07310<BR>
Attention: General Counsel
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Notices or demands authorized by this Agreement to be given or made by the Company or the Rights
Agent to the holder of any Right Certificate shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown
on the registry books of the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;27. Supplements and Amendments</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Company may from time to time supplement or amend this Agreement without the approval of
any holders of Right Certificates (i)&nbsp;prior to the Close of Business on the Distribution Date, in
any respect, and (ii)&nbsp;after the Distribution Date in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective or inconsistent with any other
provisions herein, or to make any other provisions with respect to the Rights which the Company may
deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed
by the Company and the Rights Agent; <U>provided</U>, <U>however</U>, that from and after such
time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner
which would adversely affect the interests of the holders of Rights. Upon the delivery of a
certificate from the Chairman of Board, the Chief Executive Officer, the
President, any Vice President, the Secretary or the Chief Financial Officer of the Company
which states that the proposed supplement or amendment is in compliance with the terms of this
Section, the Rights Agent shall execute such supplement or amendment. Notwithstanding any other
provision hereof, the Rights Agent&#146;s consent must be obtained regarding any amendment or supplement
pursuant to this Section&nbsp;27 which alters the Rights Agent&#146;s rights or duties.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->- 29 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;28. Waiver</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Board of Directors of the Company may, in its sole discretion at any time prior to the
earlier to occur of a given Distribution Date or a transaction or event under Section&nbsp;13, waive the
occurrence of such Distribution Date and the application of Section&nbsp;11(a)(ii) or Section&nbsp;13 with
respect to such Distribution Date or such Section&nbsp;13 transaction or event. This waiver right shall
apply individually to each Distribution Date and Section&nbsp;13 transaction or event hereunder.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;29. Successors</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">All the covenants and provisions of this Rights 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;30. Determinations and Actions by the Board</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">For all purposes of this Agreement, any calculation of the number of shares of Common Stock
outstanding at any particular time, including for purposes of determining the particular percentage
of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be
made in accordance with the last sentence of Rule&nbsp;13d-3(d)(1)(i) of the General Rules and
Regulations under the Exchange Act. The Board 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, and to take any such actions as may be necessary or advisable in the Board&#146;s
sole discretion in the administration of this Agreement, including, without limitation, the right
and power to (i)&nbsp;interpret the provisions of this Agreement, and (ii)&nbsp;make all determinations
deemed necessary or advisable for the administration of this Agreement (including a determination
to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations,
interpretations and determinations that are done or made by the Board in good faith shall be final,
conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other
parties. The Rights Agent shall be entitled to assume the Board acted in good faith and shall be
fully protected and incur no liability in the Rights Agent&#146;s reliance thereon.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;31. Benefits of This Agreement</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Nothing in this Agreement shall be construed to give to any Person or corporation other than
the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to
the Distribution Date, the shares of Common Stock) any legal or equitable right, remedy or claim
under this Agreement; but this Agreement shall be for the sole and exclusive benefit of
the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior
to the Distribution Date, the shares of Common Stock).
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->- 30 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;32. Severability</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">If any term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, null and void or unenforceable, any such
term, provision, covenant or restriction shall be interpreted in a manner so as to give the maximum
effect allowable by applicable law to the intentions of the parties specified herein, and the
remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated; <U>provided</U>,
<U>however</U>, if such excluded provision shall affect the rights, immunities, duties or
obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;33. Governing Law</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">This Agreement and each Right Certificate issued hereunder shall be deemed to be a contract
made under the laws of the State of New York 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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;34. Counterparts</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">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.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;35. Force Majeure</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be
liable for any delays or failures in performance resulting from acts beyond its reasonable control
including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or
malfunctions, interruptions or malfunctions of computer facilities, or loss of data due to power
failures or mechanical difficulties with information storage or retrieval systems, labor
difficulties, war or civil unrest.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;36. Patriot Act</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Company acknowledges that the Rights Agent is subject to the customer identification
program (&#147;Customer Identification Program&#148;) requirements under the USA PATRIOT Act and its
implementing regulations, and that the Rights Agent must obtain, verify and record information that
allows the Rights Agent to identify the Company. Accordingly, prior to accepting an appointment
hereunder, the Rights Agent may request information from the Company that will help the Rights
Agent to identify the Company, including without limitation the Company&#146;s physical address, tax
identification number, organizational documents, certificate of good standing, license to do
business, or any other information that the Rights Agent deems
necessary. The Company agrees that the Rights Agent cannot accept an appointment hereunder
unless and until the Rights Agent verifies the Company&#146;s identity in accordance with the Customer
Identification Program requirements.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->- 31 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Section&nbsp;37. Incentive Compensation Program</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Bank of New York Mellon Corporation (&#147;BNYM&#148;) has adopted an incentive compensation program
designed (i)&nbsp;to facilitate clients gaining access to and being provided with explanations about the
full range of products and services offered by BNYM and its subsidiaries and (ii)&nbsp;to expand and
develop client relationships. This program may lead to the payment of referral fees and/or bonuses
to employees of BNYM or its subsidiaries who may have been involved in a referral that resulted in
the execution of obtaining of products or services by the Company covered by this Agreement or
which may be ancillary or supplemental to such products or services. Any such referral fees or
bonuses are funded solely out of fees and commissions paid by the Company under this Agreement or
with respect to such ancillary or supplemental products or services.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt">&#091;<I>Remainder of Page Intentionally Left Blank</I>&#093;
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->- 32 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as
of the day and year first above written.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">TEEKAY CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Art Bensler
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Art Bensler&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Corporate Secretary&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">THE BANK OF NEW YORK MELLON, as Rights Agent<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Dennis Treibel
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Dennis Treibel&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Vice President &#038; Relationship Manager&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt">&#091;Signature Page to Amended and Restated Rights Agreement&#093;
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">



<DIV align="right" style="font-size: 10pt; margin-top: 10pt"><B>EXHIBIT A</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>FORM OF RIGHT CERTIFICATE</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="47%"></TD>
    <TD width="5%"></TD>
    <TD width="47%"></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">Certificate No.&nbsp;R-
&nbsp;_____&nbsp;

</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">
&nbsp;_____&nbsp;
Rights</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>



<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">NOT EXERCISABLE AFTER JULY 1, 2020 OR EARLIER IF REDEMPTION OR
EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.0001
PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt">Right Certificate
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt">TEEKAY CORPORATION
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">This certifies that <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, or registered assigns, is the registered owner of
the number of Rights set forth above, each of which entitles the owner thereof, subject to the
terms, provisions and conditions of the Amended and Restated Rights Agreement, dated as of July&nbsp;2,
2010 (the &#147;<U>Rights Agreement</U>&#148;), between Teekay Corporation, a Marshall Islands corporation
(the &#147;<U>Company</U>&#148;), and The Bank of New York Mellon (the &#147;<U>Rights Agent</U>&#148;), to purchase
from the Company at any time after the Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 P.M., New York time, on July&nbsp;1, 2020 at the designated office of the
Rights Agent, or at the office of its successor as Rights Agent, fully paid, non-assessable shares
of common stock (the &#147;<U>Common Stock</U>&#148;) of the Company, at a purchase price of $200.00 per
share (the &#147;<U>Purchase Price</U>&#148;), upon presentation and surrender of this Right Certificate
with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right
Certificate (and the number of shares of Common Stock which may be purchased upon exercise hereof)
set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of
July&nbsp;2, 2010, based on the Common Stock as constituted at such date. As provided in the Rights
Agreement, the Purchase Price and the number of shares of Common Stock which may be purchased upon
the exercise of the Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the occurrence of certain events.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">This Right 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 Right Certificates. Copies of the Rights Agreement are
on file at the principal operating office of the Company and the offices of the Rights Agent.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">This Right Certificate, with or without other Right Certificates, upon surrender at the
principal office of the Rights Agent, may be exchanged for another Right Certificate or Right
Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like
aggregate number of shares of Common Stock as the Rights evidenced by the Right Certificate or
Right Certificates surrendered shall have entitled such holder to purchase. If this Right
Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender
hereof another Right Certificate or Right Certificates for the number of whole Rights not
exercised.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->A-1<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate
(i)&nbsp;may be redeemed by the Company at a redemption price of $0.0001 per Right or (ii)&nbsp;may be
exchanged in whole or in part for shares of the Company&#146;s Common Stock.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">No fractional shares of Common Stock will be issued upon the exercise of any Right or Rights
evidenced hereby, but in lieu thereof either depositary receipts will be issued or a cash payment
will be made, as provided in the Rights Agreement.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">No holder of this Right Certificate shall be entitled to vote or receive dividends or be
deemed for any purpose the holder of the shares of Common Stock or of any other securities of the
Company 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 Right or Rights evidenced by this Right Certificate shall have been exercised as provided
in the Rights Agreement.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">This Right Certificate shall not be valid or obligatory for any purpose until it shall have
been countersigned by an authorized signatory of the Rights Agent.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt">&#091;<I>Signature Page Follows</I>&#093;
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->A-2<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">




<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%">WITNESS the facsimile signature of the proper officers of the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Dated as of <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</DIV>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">TEEKAY CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
</TABLE>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Countersigned:<BR>
THE BANK OF NEW YORK MELLON
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Name:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:&nbsp;Authorized Signatory</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="16%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="34%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="white-space: nowrap">Date of Countersignature:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->A-3<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><I>Form of Reverse Side of Right Certificate</I>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>FORM OF ASSIGNMENT</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt">(To be executed by the registered holder if such
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 0pt">holder desires to transfer the Right Certificate)
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">FOR VALUE RECEIVED <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> hereby sells, assigns and
transfers unto <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><U>&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;</U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;</U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><DIV style="border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV>
</DIV>
<DIV align="center" style="font-size: 10pt">(Please print name and address of transferee)</DIV>



<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><DIV style="border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">this Right Certificate, together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> Attorney, to transfer this Right
Certificate on the books of the within-named Company, with full power of substitution.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The undersigned hereby certifies that (1)&nbsp;the Rights evidenced by this Right Certificate are
not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms
are defined in the Rights Agreement) and (2)&nbsp;after due inquiry and to the best knowledge of the
undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from
any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate
thereof.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="white-space: nowrap">Dated:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Signature</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD colspan="3" valign="top" align="left">Signatures Guaranteed:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>



<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">THE SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A MEDALLION SIGNATURE
GUARANTEE PROGRAM AT A LEVEL ACCEPTABLE TO THE COMPANY&#146;S TRANSFER AGENT.
</DIV>
<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->A-4<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><I>Form of Reverse Side of Right Certificate &#151; continued</I>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>FORM OF ELECTION TO PURCHASE</B><BR><br>
(To be executed if holder desires to exercise<BR>
Rights represented by the Right Certificate.)
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">To: TEEKAY CORPORATION
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The undersigned hereby irrevocably elects to exercise <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> Rights represented
by this Right Certificate to purchase the shares of Common Stock issuable upon the exercise of such
Rights and requests that certificates for such shares of Common Stock be issued in the name of:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Please insert social security or other identifying number: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><DIV style="border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV>
</DIV>
<DIV align="center" style="font-size: 10pt">(Please print name and address)</DIV>



<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><DIV style="border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV>
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new
Right Certificate for the balance remaining of such Rights shall be registered in the name of and
delivered to:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Please insert social security or other identifying number: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><DIV style="border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV>
</DIV>
<DIV align="center" style="font-size: 10pt">(Please print name and address)</DIV>



<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><DIV style="border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV>
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The undersigned hereby certifies that (1)&nbsp;the Rights evidenced by this Right Certificate are
not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in
the Rights Agreement) and (2)&nbsp;after due inquiry and to the best knowledge of the undersigned, the
undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is,
was or subsequently became an Acquiring Person or an Affiliate or Associate thereof.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT style="white-space: nowrap">Dated:</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Signature</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD colspan="3" valign="top" align="left">Signatures Guaranteed:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>



<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">THE SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A MEDALLION SIGNATURE
GUARANTEE PROGRAM AT A LEVEL ACCEPTABLE TO THE COMPANY&#146;S TRANSFER AGENT.
</DIV>
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<P align="center" style="font-size: 10pt"><!-- Folio -->A-5<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><I>Form of Reverse Side of Right Certificate &#151; continued</I>
</DIV>



<DIV align="center" style="font-size: 10pt; margin-top: 10pt">NOTICE
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The signature in the Form of Assignment or Form of Election to Purchase, as the case may be,
must conform to the name as written upon the face of this Right Certificate in every particular,
without alteration or enlargement or any change whatsoever.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">In the event the certification set forth above in the Form of Assignment or the Form of
Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will
deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring
Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such
Assignment or Election to Purchase will not be honored.
</DIV>


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<P align="center" style="font-size: 10pt"><!-- Folio -->A-6<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">



<DIV align="right" style="font-size: 10pt; margin-top: 10pt"><B>EXHIBIT B</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>SUMMARY OF RIGHTS TO PURCHASE<BR>
SHARES OF COMMON STOCK</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">On September&nbsp;8, 2000, the Board of Directors of Teekay Corporation (then named Teekay Shipping
Corporation) (the &#147;<U>Company</U>&#148;) declared a dividend of one common share purchase right (a
&#147;<U>Right</U>&#148;) for each outstanding share of common stock (the &#147;<U>Common Stock</U>&#148;) of the
Company. The dividend was paid on September&nbsp;20, 2000 (the &#147;<U>Record Date</U>&#148;) to the
shareholders of record on that date. Each Right, as of the date of the Rights Agreement (as
defined below), entitles the registered holder to purchase from the Company one share of the
Company&#146;s Common Stock at a price of $200.00 per share (the &#147;<U>Purchase Price</U>&#148;), subject to
adjustment and the terms of the Rights Agreement. The description and terms of the Rights were
initially set forth in that certain Rights Agreement, dated as of September&nbsp;8, 2000 (the
&#147;<U>Initial Agreement</U>&#148;), by and between the Company and The Bank of New York Mellon, as Rights
Agent (the &#147;<U>Rights Agent</U>&#148;), and the description and terms of the Rights are now set forth
in that certain Amended and Restated Rights Agreement, dated as of July&nbsp;2, 2010 (the &#147;<U>Rights
Agreement</U>&#148;), by and between the Company and the Rights Agent.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Until the earlier to occur of: (a)&nbsp;10&nbsp;days following a public announcement that (i)&nbsp;a person
or group of affiliated or associated persons, who or which on the date of the Rights Agreement did
not beneficially own 15% or more of the then outstanding Common Stock, has acquired beneficial
ownership of 20% or more of the outstanding Common Stock, or (ii)&nbsp;a person or group of affiliated
or associated persons, who or which on the date of the Rights Agreement did beneficially own 15% or
more of the then outstanding Common Stock (each an &#147;<U>Excepted Person</U>&#148;), has acquired
beneficial ownership of an additional 5% or more of the then outstanding Common Stock from a
threshold relating to shares beneficially owned by such Excepted Person or certain predecessors in
interest as of the date of the Initial Agreement (each such person or group, an &#147;<U>Acquiring
Person</U>&#148;); or (b)&nbsp;10 business days (or such later date as may be determined by action of the
Board of Directors prior to such time as any person or group of affiliated persons becomes an
Acquiring Person) following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in a person or group becoming an
Acquiring Person (the earlier of such dates being called the &#147;<U>Distribution Date</U>&#148;), the
Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of
the Record Date, by such Common Stock certificates with a copy of this Summary of Rights attached
thereto.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Rights Agreement provides that, until the Distribution Date (or earlier redemption or
expiration of the Rights), the Rights will be transferred with and only with the Common Stock.
Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock
certificates issued after the date of the Rights Agreement upon transfer or new issuance of Common
Stock will contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer
of any certificates for Common Stock outstanding as of the date of the Rights Agreement, even
without such notation or a copy of this Summary of Rights being attached thereto, will also
constitute the transfer of the Rights associated with the shares of Common Stock represented by
such certificate. As soon as practicable following the Distribution Date (unless the effect
of such Distribution Date is waived by the Board of Directors), separate certificates evidencing
the Rights (&#147;<U>Right Certificates</U>&#148;) will be mailed to holders of record of the Common Stock
as of the close of business on the Distribution Date and such separate Right Certificates alone
will evidence the Rights.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->B-1<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Rights are not exercisable until the Distribution Date (unless the effect of such
Distribution Date is waived by the Board of Directors). The Rights will expire on July&nbsp;1, 2020
(the &#147;<U>Final Expiration Date</U>&#148;), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case, as described below.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Purchase Price payable, and the number of shares of Common Stock or other securities or
property issuable, upon exercise of the Rights are subject to adjustment from time to time to
prevent dilution (i)&nbsp;in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the shares of Common Stock, (ii)&nbsp;upon the grant to holders of the shares of
Common Stock of certain rights or warrants to subscribe for or purchase shares of Common Stock at a
price, or securities convertible into shares of Common Stock with a conversion price, less than 90%
of the then-Current Per Share Market Price (as defined in the Rights Agreement) of the Common Stock
or (iii)&nbsp;upon the distribution to holders of the shares of Common Stock of evidences of
indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained
earnings or dividends payable in Common Stock) or of subscription rights or warrants (other than
those referred to above).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The number of outstanding Rights and the number of shares of Common Stock issuable upon
exercise of each Right are also subject to adjustment in the event of a stock split of the Common
Stock or a stock dividend on the Common Stock payable in Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case, prior to the
Distribution Date.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">If the Company is acquired in a merger or other business combination transaction or 50% or
more of its consolidated assets or earning power are sold after a person or group has become an
Acquiring Person (a &#147;<U>Flip-Over Event</U>&#148;), proper provision will be made so that each holder
of a Right will thereafter have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of the acquiring company (or
certain affiliates thereof) which at the time of such transaction will have a market value of twice
the exercise price of the Right. If any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other
than Rights beneficially owned by the Acquiring Person, any affiliated or associated person or any
transferee thereof (which will thereafter be null and void), will thereafter have the right to
receive upon exercise that number of shares of Common Stock having a market value of twice the
exercise price of the Right.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">With certain exceptions, no adjustment in the Purchase Price will be required until cumulative
changes require an adjustment of at least 1% in such Purchase Price. No fractional shares of
Common Stock will be issued and in lieu thereof, either depositary receipts will be
issued or an adjustment in cash will be made based on the market price of the Common Stock on
the last trading day prior to the date of exercise.
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">At any time after any person or group becomes an Acquiring Person and prior to the acquisition
by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of
Directors of the Company may exchange the Rights (other than Rights owned by such person or group
or transferees thereof which will have become null and void), in whole or in part, at an exchange
ratio of one share of Common Stock per Right (subject to adjustment).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">At any time prior to the earlier to occur of the Distribution Date or the Final Expiration
Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a
price of $0.0001 per Right (the &#147;<U>Redemption Price</U>&#148;). The redemption of the Rights may be
made effective at such time, on such basis and with such conditions as the Board of Directors in
its sole discretion may establish. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">At any time prior to the earliest to occur of the Distribution Date, a Flip-Over Event or the
Final Expiration Date, the Board of Directors may waive the occurrence of a Distribution Date and
the application of the provisions of the Rights Agreement with respect to the Distribution Date or
Flip-Over Event.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The terms of the Rights may be amended by the Board of Directors of the Company without the
consent of the holders of the Rights, except that from and after such time as any person or group
of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder
of the Company, including, without limitation, the right to vote or to receive dividends.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as
an exhibit to a Registration Statement on Form 8-A/A on or about July&nbsp;2, 2010. A copy of the
Rights Agreement is available free of charge from the Company. This summary description of the
Rights does not purport to be complete and is qualified in its entirety by reference to the Rights
Agreement, which is hereby incorporated herein by reference.
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->B-3<!-- /Folio -->
</DIV>



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