As of December 31, 2008, Century had tax attributes, including net operating losses, capital losses and tax credit carryforwards, of approximately $1.6 billion, after adjusting for losses carried back to previous tax years, which could offset future taxable income. Unless limited, Century can utilize the tax attributes in certain circumstances to offset future U.S. taxable income and reduce its U.S. federal income tax liability.

Century's ability to use the tax attributes would be substantially limited if there were an "ownership change" as defined under Section 382 of the Internal Revenue Code and Internal Revenue Service rules. In general, an ownership change would occur if Century's "5-percent shareholders," as defined under Section 382, collectively increase their ownership in Century by more than 50 percentage points over a rolling three-year period. Five-percent shareholders do not include certain institutional holders, such as mutual fund companies, that hold Century stock on behalf of several individual mutual funds where no single fund owns 5 percent or more of Century stock.

The plan is similar to tax benefit preservation plans adopted by many other public companies with significant tax attributes.

As part of the plan, the Century Board of Directors declared a dividend of one preferred share purchase right for each outstanding share of its common stock and one hundred preferred share purchase rights for each outstanding share of its Series A Preferred Stock. The preferred share purchase rights will be distributed to stockholders of record as of October 9, 2009, but would only be activated if triggered by the plan.

Effective today, if any person or group acquires 4.9 percent or more of the outstanding shares of common stock (subject to certain exceptions), there would be a triggering event under the plan resulting in significant dilution in the ownership interest of such person or group in Century stock. Stockholders who currently hold 4.9 percent or more of the outstanding shares of common stock will not trigger the preferred share purchase rights unless they acquire an additional 1.0 percent or more of the outstanding common stock or fall under 4.9 percent ownership of common stock and then re-acquire shares that in the aggregate equal 4.9 percent or more of the common stock.

Century's Board of Directors has the discretion to exempt any acquisition of common stock from the provisions of the tax benefit preservation plan.