EXHIBIT F TO
                                                 SECOND AMENDED AND RESTATED
                                                 LMC AGREEMENT


                      RIGHTS PLAN AMENDMENTS

          "Acquiring Person" shall mean, as of any time, any
Person who or which, alone or together with all Affiliates and
Associates of such Person, shall be the Beneficial Owner of more
than 15% of the Common Shares outstanding as of such time, other
than (a) the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or any of its Subsidiaries, or any
Person holding Common Shares for or pursuant to the terms of any
such employee benefit plan, or (b) any Person who or which, alone
or together with one or more of its Affiliates or Associates,
becomes or became the Beneficial Owner of more than 15% of the
Common Shares outstanding as of such time pursuant to a
Qualifying Offer. Notwithstanding the foregoing, the term
"Acquiring Person" shall not include any Person who or which as
of any time becomes the Beneficial Owner of more than 15% of the
Common Shares outstanding as of such time (i) solely as the
result of a change in the number of Common Shares outstanding
since the most recent preceding date on which such Person
acquired Beneficial Ownership of any Common Shares or (ii) solely
as the result of the acquisition by such Person or one or more of
its Affiliates or Associates of Beneficial Ownership of
additional Common Shares if such acquisition was made in the good
faith belief that such acquisition would not cause either the
number of Common Shares beneficially owned by such Person,
together with its Affiliates and Associates, to exceed 15% of the
Common Shares outstanding at the time of such acquisition or
otherwise cause a Distribution Date or the adjustment provided in
Section 11(a) to occur and such good faith belief was based on
the good faith reliance on information contained in publicly
filed reports or documents of the Company which were inaccurate
or out-of-date or (iii) solely as the result of the acquisition
of beneficial ownership of any Common Shares by any of such
Person's Affiliates or Associates who or which are not Controlled
Related Parties of such Person or (iv) solely as the result of
any transaction or event pursuant to which any Person who or
which beneficially owns any Common Shares and was not previously
an Affiliate or Associate of such Person becomes an Affiliate or
Associate of such Person or (v) solely as the result of the
acquisition by such Person or one or more of its Affiliates or
Associates of Beneficial Ownership of additional Common Shares if
such acquisition was made in the good faith belief that such
acquisition would not cause the number of Common Shares
beneficially owned by such Person, together with its Affiliates
and Associates, to exceed 15% of the Common Shares outstanding at
the time of such acquisition or otherwise cause a Distribution
Date or the adjustment provided in Section 11(a) to occur and
such good faith belief was based on the good faith reliance on
inaccurate or out-of-date information concerning the number of
Common Shares beneficially owned by any Affiliates or Associates
of such Person who or which are not Controlled Related Parties of
such Person; provided, however, that in the case of any of
clauses (i) through (v), the percentage of the Common Shares
outstanding represented by the number of Common Shares
beneficially owned by such Person is reduced to 15% or less
within the 









applicable cure period. For purposes of the immediately preceding
sentence, the "applicable cure period" shall be the period
commencing on (and including) the date that such Person becomes
aware that the number of Common Shares beneficially owned by such
Person exceeds 15% of the Common Shares outstanding (except that
if such Person has separately agreed in writing with the Company
to notify the Company once such Person becomes aware of such
fact, the cure period shall commence on (and include) the date of
receipt by such Person of written notice from the Company that
the number of Common Shares beneficially owned by such Person
exceeds, as of the date such notice is given, 15% of the Common
Shares outstanding as of such date) and ending upon the Close of
Business on (i) the fifth Business Day after such date in the
case of any Person described in clause (i) or (ii) of the
immediately preceding sentence or (ii) the tenth Business Day
after such date in the case of any Person described in clause
(iii), (iv) or (v) of the immediately preceding sentence;
provided, however, that if such reduction would require the
disposition by such Person or any of its Affiliates or Associates
of any Common Shares and such Person notifies the Company in
writing that, in such Person's good faith belief, such
disposition within such period could not reasonably be
accomplished without violation of applicable law or could
reasonably be accomplished only for consideration or on terms
materially disadvantageous as compared to the consideration or
terms on which such disposition could be accomplished during some
longer period of time, then such period shall be extended for
such time as the directors of the Company whose approval would be
required to redeem the Rights under Section 24 shall reasonably
deem to be required in order to prevent such violation of
applicable law or shall reasonably deem to be sufficient to
minimize such disadvantageous effect (as the case may be),
subject to the condition that such Person shall during the cure
period, as extended (or until such earlier time at which such
Person, together with its Affiliates and Associates, otherwise
ceases to beneficially own more than 15% of the outstanding
Common Shares), diligently and in good faith proceed to effect
the required disposition as expeditiously as reasonably
practicable and comply with any arrangements regarding the voting
of a number of Common Shares beneficially owned by such Person,
together with its Affiliates and Associates, equal to the number
so required to be disposed of pending completion of such
disposition as such directors of the Company shall request
(including arrangements not to vote such number of Common Shares
or only to vote such number of Common Shares in a manner approved
by such directors of the Company). For purposes of this
definition, the determination of whether any Person (other than a
director of the Company, in his or her capacity as a director of
the Company) acted in "good faith" shall be conclusively
determined in good faith by those directors of the Company whose
approval would be required to redeem the Rights under Section 24.

A Person shall be deemed the "Beneficial Owner" of, and shall be
deemed to "beneficially own", and shall be deemed to have
"Beneficial Ownership" of, any securities:

          (i) which such Person or any of such Person's
     Affiliates or Associates is deemed to 'beneficially own'
     within the meaning of Rule 13d-3 of the General Rules and
     Regulations under the Exchange Act, as in effect on the date
     of this Rights Agreement;









          (ii) which such Person or any of such Person's
     Affiliates or Associates has: (A) the right to acquire
     (whether such right is exercisable immediately or only after
     the passage of time) pursuant to any agreement, arrangement
     or understanding (written or oral), or upon the exercise of
     conversion rights, exchange rights, rights (other than the
     Rights), warrants or options, or otherwise; provided,
     however, that a Person shall not be deemed under this clause
     (A) to be the Beneficial Owner of, or to beneficially own,
     or to have Beneficial Ownership of, any securities tendered
     pursuant to a tender or exchange offer made by or on behalf
     of such Person or any of such Person's Affiliates or
     Associates until such tendered securities are accepted for
     purchase or exchange thereunder; or (B) the right to vote
     pursuant to any agreement, arrangement or understanding
     (written or oral); provided, however, that a Person shall
     not be deemed under this clause (B) to be the Beneficial
     Owner of, or to beneficially own, any security if (1) the
     agreement, arrangement or understanding (written or oral) to
     vote such security 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 under the
     Exchange Act and (2) the beneficial ownership of such
     security is not also then reportable on Schedule 13D under
     the Exchange Act (or any comparable or successor report); or

          (iii) which are beneficially owned, directly or
     indirectly, by any other Person with which such Person or
     any of such Person's Affiliates or Associates has any
     agreement, arrangement or understanding (written or oral)
     for the purpose of acquiring, holding, voting or disposing
     of any Common Shares, any other securities of the Company
     generally entitled to vote together with the Common Shares
     or any rights, warrants, options or other securities
     exercisable or exchangeable for, or convertible into, Common
     Shares or other securities of the Company generally entitled
     to vote together with the Common Shares.

          A Person shall also be deemed to be the "Beneficial
Owner" of, and to "beneficially own", and to have "Beneficial
Ownership" of, Common Shares of the Company if such Person is the
Beneficial Owner of, or beneficially owns, or has Beneficial
Ownership of (as the case may be), any other securities of the
Company (whether or not convertible into or exchangeable for
Common Shares) generally entitled to vote together with the
Common Shares. If the preceding sentence is applicable in any
case, such Person shall be deemed by virtue of Beneficial
Ownership of such other securities to be the "Beneficial Owner"
of, and to "beneficially own", and to have "Beneficial Ownership"
of, that number of Common Shares of the Company equal to the
greater of (x) the number of votes entitled to be cast in respect
of such other securities upon any matter being voted upon by the
holders of Common Shares and the holders of such other
securities, voting together as a single class, and (y) if
applicable, the number of Common Shares of the Company issuable
upon conversion in full into, or exchange in full for, Common
Shares of the Company of such other securities.








          In the event any Common Shares are subject to a voting
trust approved by the directors of the Company whose approval
would be required to redeem the Rights under Section 24, then (x)
the trustee or trustees under such voting trust shall be deemed
not to be the "Beneficial Owner" of any such Common Shares and
(y) each beneficiary of such voting trust shall be deemed to be
the "Beneficial Owner" of all such Common Shares.

Notwithstanding the foregoing, (a) no Person ordinarily engaged
in business as an underwriter of securities shall be deemed to be
the "Beneficial Owner" of, to "beneficially own", or to have any
"Beneficial Ownership" of, any securities acquired in a bona fide
firm commitment underwriting pursuant to an underwriting
agreement with the Company; and (b) no Person shall be deemed to
be the "Beneficial Owner" of, to "beneficially own", or to have
any "Beneficial Ownership" of, any securities by reason of such
Person or any of such Person's Affiliates or Associates having
the right to acquire (whether such right is exercisable
immediately or only after the passage of time) such securities
pursuant to a right of first refusal, right of first offer or
similar agreement, arrangement or understanding (written or oral)
granted by another Person (the "subject Person") (I) that does
not provide any direct or indirect limitations or restrictions on
the ability of the subject Person to exercise (or refrain from
exercising) any voting rights associated with such securities or
contain any other agreement, arrangement or understanding with
respect to such voting rights, (II) that does not contain any
incentive for the subject Person to support or oppose any
particular Business Combination or otherwise to exercise (or
refrain from exercising) any voting rights associated with such
securities in a manner advantageous to such Person or any of such
Person's Affiliates or Associates and (III) prior written notice
of which shall have been given to the Company.

          "Common Shares outstanding" or "outstanding Common
Shares" when used in this Section 1 in the definition of
"Acquiring Person" and when used in Section 3(b), with respect to
any Person who is, as of any time, the Beneficial Owner of,
beneficially owns, or has Beneficial Ownership of, any specified
percentage of "Common Shares outstanding" or "outstanding Common
Shares", shall mean the sum of (i) all Common Shares and any
other securities generally entitled to vote together with the
Common Shares (in the case of such other securities, counted as a
number of Common Shares equal to the greater of (x) the number of
votes entitled to be cast in respect of such other securities
upon any matter being voted upon by the holders of Common Shares
and the holders of such other voting securities, voting together
as a single class and (y), if applicable, the number of Common
Shares issuable upon conversion in full into, or exchangeable in
full for, Common Shares of such other securities) actually issued
as of such time, except Common Shares or such other securities,
if any, then owned by the Company or any Subsidiary of the
Company which, under the laws of the jurisdiction of
incorporation of the Company, could not then be voted at a
meeting of the holders of Common Shares called for the purpose of
electing directors of the Company plus (ii) the maximum aggregate
number of Common Shares and such other securities which would be
issued upon the exercise in full of all then outstanding options,
warrants and rights, however denominated (but in each case only
if issued by the Company or any of its Subsidiaries, and
excluding the Rights 








and excluding any securities included in clause (i) of this
calculation), to subscribe for, purchase or otherwise acquire any
Common Shares or such other securities, and the conversion into,
or exchange for, Common Shares or such other securities in full
of all then outstanding securities of the Company or any of its
Subsidiaries that are convertible into or exchangeable for Common
Shares or such other securities (excluding any securities
included in clause (i) of this calculation), in each case with or
without payment of additional consideration in cash or property,
whether or not such options, warrants, rights or securities are
then exercisable, convertible or exchangeable, as the case may
be, regardless of whether or not any of such Common Shares or
such other securities would be deemed to be outstanding under
generally accepted accounting principles for purposes of
determining book value or net income per share and regardless of
whether or not any of such Common Shares or such other securities
would be deemed to be outstanding under paragraph (d)(1)(i) of
Rule 13d-3 of the General Rules and Regulations under the
Exchange Act (either as in effect on the date of this Rights
Agreement or as subsequently amended) or under any other rule,
regulation or statute for the purpose of computing the percentage
of Common Shares outstanding owned by any particular Person as of
any time or for any other purpose.

          "Controlled Related Party" means, when used with
respect to any specified Person, each Affiliate or Associate of
such Person if such Person possesses, directly or indirectly, by
or through stock ownership, agency or otherwise, or pursuant to
or in connection with an agreement, arrangement or understanding
(written or oral) with one or more other persons, the power to
direct decisions regarding the acquisition, disposition or voting
by such Affiliate or Associate of Common Shares or rights to
acquire or vote Common Shares.