Biloxi Marsh Lands Corporation
Shareholder's Rights Agreement

In November 2003, the Company’s Board of Directors adopted a Shareholder Rights Plan (sometimes also known as a “poison pill”) to help the Board deal in the potentially abusive and unfair corporate takeover tactics.

Biloxi Marsh Lands Corporation Rights Agreement
Dated as of November 6, 2003 Adobe .pfd 3.44 Mb

Biloxi Marsh Corporation - Shareholder’s Rights Plan Summary
When the plan was adopted, the Company issued the following press release summarizing the reasons for the plan and describing how it operates:

William B. Rudolf, Chief Executive Officer of Biloxi Marsh Lands Corporation, stated: “The Rights Plan adopted is designed to assure that all of our stockholders receive fair and equal treatment in the event of any proposed takeover of the Company and to guard against partial tender offers, squeeze-outs, open market accumulations and other abusive tactics to gain control of Biloxi Marsh Lands Corporation without paying all stockholders a control premium".

The Rights will be exercisable only if a person or group acquires 15% or more of BLMC’s common stock or announces a tender offer the consummation of which would result in ownership by a person or group of 15% or more of the common stock. Each Right will entitle stockholders (other than the 15% or more acquiror) to buy one one-hundredth of a share of BLMC’s Series A Junior Participating Preferred Stock at an exercise price of $90.

If a person or group acquires 15% or more of BLMC’s common stock, or if following such an acquisition BLMC is itself acquired in a merger or other business combination, each Right will entitle BLMC’s shareholders to purchase, at below-market prices, additional shares of BLMC and/or of the surviving company in such merger or other business combination. The acquiring person will not be able to exercise these Rights and such person’s interest will therefore be diluted.

Prior to the acquisition by a person or group of beneficial ownership of 15% or more of the Company’s common stock, the Rights are redeemable for $.001 per Right at the option of the BLMC Board of Directors.

The Board of Directors has the authority to reduce the 15% thresholds referred to above to not less than 10%.

The Rights are intended to enable all BLMC stockholders to realize the long-term value of their investment in the Company. The Rights will not necessarily prevent a takeover, but should encourage anyone seeking to acquire the Company to negotiate with BLMC’s Board of Directors prior to attempting a takeover. The issuance of the Rights was not made in response to any threatened takeover.

The distribution of the rights will be made on November 21, 2003, payable to stockholders of record on November 20, 2003. The Rights will expire on October 31, 2013. The Rights distribution is not taxable to stockholders.

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