SECURITIES AND EXCHANGE COMMISSION

                   Washington, D.C.  20549


                          FORM 8-K

                       CURRENT REPORT

             Pursuant to Section 13 or 15(d) of
             The Securities Exchange Act of 1934


        Date of Report (date of earliest event reported):
                       April 7, 1997




                     XEROX CORPORATION
   (Exact name of registrant as specified in its charter)



 New York              1-4471                16-0468020
 (State or other       (Commission File      (IRS Employer
 jurisdiction of       Number)               Identification
 incorporation)                              No.)


                   800 Long Ridge Road
                     P. O. Box 1600
            Stamford, Connecticut  06904-1600
    (Address of principal executive offices)(Zip Code)


    Registrant's telephone number, including area code:
                      (203) 968-3000


             This document consists of 60 pages.

   

Item 5.   Other Events

On April 7, 1997 Registrant announced that its Board of Directors adopted a 
new Shareholder Rights Plan (the "Plan") which will take effect when the 
current rights plan expires on April 16, 1997.

Under the new Plan, which is substantially similar to the expiring plan, 
Rights will be distributed as a dividend at the rate of one Right for each 
share of common stock of the Company held by shareholders of record as of the 
close of business on April 16, 1997.  Each Right will entitle shareholders to 
buy, upon the occurrence of certain events, one unit of a share of preferred 
stock for $250.00.

The Rights generally will be exerciseable only if a person or group acquires 
beneficial ownership of 20 percent or more of the Company's common stock or 
commences a tender or exchange offer which, upon consummation, would result in 
a person or group owning 20 percent of more of the Company's common stock.

Under certain circumstances, the new Rights are redeemable at a price of $.01 
per Right and will expire on April 16, 2007, unless earlier redeemed.

A copy of the new Plan is attached as an exhibit. The foregoing description of 
the Plan does not purport to be complete and is subject to, and qualified in 
its entirety by reference to, all of the provisions of the actual Plan.

- ------------------------------------------------------------

                        SIGNATURES



Pursuant to the requirements of the Securities Exchange Act 
of 1934, Registrant has duly authorized this report to be 
signed on its behalf by the undersigned duly authorized.


                                     XEROX CORPORATION

                                     By: MARTIN S. WAGNER
                                         Assistant Secretary

Dated:  April 7, 1997

                           -- 2 -- 

  




                                                               Exhibit 4.10
                          XEROX CORPORATION





                                 and





                  THE FIRST NATIONAL BANK OF BOSTON,

                            Rights Agent










                           Rights Agreement



                      Dated as of April 7, 1997
























                          Table of Contents

Section                                                                  Page

Section 1.    Certain Definitions                                           2

Section 2.    Appointment of Rights Agent                                   7

Section 3.    Issuance of Rights Certificates                               7

Section 4.    Form of Rights Certificates                                   9

Section 5.    Countersignature and Registration                            11

Section 6.    Transfer, Split Up, Combination and Exchange of Rights
              Certificates;Mutilated, Destroyed, Lost or Stolen Rights 
              Certificates                                                 11

Section 7.    Exercise of Rights; Purchase Price; Expiration Date 
              of Rights                                                    13

Section 8.    Cancellation and Destruction of Rights Certificates          15

Section 9.    Reservation and Availability of Capital Stock.               16

Section 10.   Preferred Stock Record Date                                  18

Section 11.   Adjustment of Purchase Price, Number and Kind of
              Shares of Number of Rights                                   19

Section 12.   Certificate of Adjusted Purchase Price or Number 
              of Shares                                                    30

Section 13.   Consolidation, Merger or Sale or Transfer of Assets, 
              Cash Flow or Earning Power                                   30

Section 14.   Fractional Rights and Fractional Shares                      34

Section 15.   Rights of Action                                             35

Section 16.   Agreement of Rights Holders                                  36

Section 17.   Rights Certificate Holder Not Deemed a Shareholder           37



Section 18.   Concerning the Rights Agent                                  37

Section 19.   Merger or Consolidation or Change of Name of 
              Rights Agent                                                 38

Section 20.   Duties of Rights Agent                                       39

Section 21.   Change of Rights Agent                                       42

Section 22.   Issuance of New Rights Certificates                          43

Section 23.   Redemption and Termination                                  43

Section 24.   Exchange                                                    45

Section 25.   Notice of Certain Events                                    46

Section 26.   Notices                                                     48

Section 27.   Supplements and Amendments                                  48

Section 28.   Successors                                                  49

Section 29.   Determinations and Actions by the Board of 
              Directors, etc                                              49

Section 30.   Benefits of this Agreement                                  50

Section 31.   Severability                                                50

Section 32.   Governing Law                                               51

Section 33.   Counterparts                                                51

Section 34.   Descriptive Headings                                        51

Exhibit A -- Form of Rights Certificate

Exhibit B -- Form of Summary of Rights



                             RIGHTS AGREEMENT


        RIGHTS AGREEMENT, dated as of April 7, 1997 (the "Agreement"), between 
XEROX CORPORATION, a New York corporation (the "Company"), and THE FIRST 
NATIONAL BANK OF BOSTON (the "Rights Agent").

                             W I T N E S S E T H

        WHEREAS, on April 6, 1987 (the "1987 Rights Dividend Declaration 
Date"), the Board of Directors of the Company authorized the Rights Agreement, 
dated as of April 6, 1987, which was amended and restated as of February 6, 
1989, between the Company and Chase Lincoln First Bank, N.A.  as Rights Agent 
(the "1987 Agreement"), declared a dividend distribution of one Right (a "1987 
Right") for each share of common stock, par value $1.00 per share, of the 
Company (the "Common Stock"), and Class B Stock, par value $1.00 per share, of 
the Company (the "Class B Stock"), outstanding at the close of business on 
April 16, 1987 (the "1987 Record Date"), and authorized the issuance of one 
1987 Right for each share of Common Stock and Class B Stock issued (whether as 
an original issuance or from the Company's treasury) between the 1987 Record 
Date and the Distribution Date (as such term is defined in the 1987 
Agreement), each 1987 Right representing the right to purchase one one-
hundredth of a share of Series A Cumulative Preferred Stock, par value $1.00 
per share (the "Preferred Stock"), of the Company having the rights, powers 
and preferences set forth in the Restated Certificate of Incorporation of the 
Company, upon the terms, and subject to the conditions set forth in the 1987 
Agreement; 

        WHEREAS, on April 7, 1997, the Board of Directors of the Company 
determined it desirable and in the best interests of the Company and its 
shareholders for the Company to extend the benefits afforded by the 1987 
Agreement and to implement such extension by executing this Agreement;

        WHEREAS, on April 7, 1997 (the "Rights Dividend Declaration Date"), 
the Board of Directors of the Company authorized and declared a dividend 
distribution of one Right (as hereinafter defined) for each share of Common 
Stock outstanding upon the close of business on April 16, 1997 (the "Record 
Date"), and has authorized the issuance of one Right (as such number may 
hereinafter be adjusted pursuant to the provisions of Section 11(p) hereof) 
for each share of Common Stock issued (whether as an original issuance or from 
the Company's treasury) between the Record Date and the Distribution Date (as 
hereinafter defined) and in certain other circumstances provided herein, each 
Right initially representing the right to purchase one three-hundredth of a 
share of Preferred Stock of the Company upon the terms and subject to the 
conditions hereinafter set forth (the "Rights");



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

Section 1.  Certain Definitions.  

For purposes of this Agreement, the following terms have the meanings 
indicated:

(a)    "Acquiring Person" shall mean any Person who constitutes an "Interested 
Shareholder" as defined in Section 912 of the New York Business Corporation 
Law, in effect from time to time (the "NYBCL"), but shall not include (i) the 
Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan 
of the Company or of any Subsidiary of the Company, (iv) any Person or entity 
organized, appointed or established by the Company for or pursuant to the 
terms of any such plan, (v) any Person who becomes an "Interested Shareholder" 
as a result of a reduction in the number of shares of Common Stock outstanding 
due to the repurchase of shares of Common Stock from time to time by the 
Company unless and until such Person, after becoming aware that such Person 
has become an "Interested Shareholder" acquires beneficial ownership of 
additional shares of Common Stock representing one percent (1%) or more of the 
shares of Common Stock then outstanding or (vi) any such Person who has 
reported or is required to report such ownership on Schedule 13G under the 
Securities Exchange Act of 1934, as amended from time to time (the "Exchange 
Act") (or any comparable or successor report) or on Schedule 13D under the 
Exchange Act (or any comparable or successor report) which Schedule 13D does 
not state any intention to or reserve the right to control or influence the 
management or policies of the Company or engage in any of the actions 
specified in Item 4 (or any comparable or successor Item) of such Schedule 
(other than the disposition of the Common Stock) and, within ten (10) business 
days of being requested by the Company to advise it regarding the same, 
certifies to the Company that such Person acquired shares of Common Stock 
causing such Person to become an "Interested Shareholder" inadvertently or 
without knowledge of the terms of the Rights and who, together with all 
Affiliates and Associates, thereafter does not acquire additional shares of 
Common Stock while such Person is an "Interested Shareholder"; provided, 
however, that if the Person requested to so certify fails to do so within ten 
(10) business days, then such Person shall become an Acquiring Person 
immediately after such ten (10) business day period; provided, further, 
however, that for purposes of determining whether such Person is an "Acquiring 
Person," a Person engaged in business as an underwriter of securities shall 
not be deemed to be an Acquiring Person as a result of such Person becoming 
the "Beneficial Owner" of any securities acquired through such Person's 
participation in good faith in a firm commitment underwriting unless such 
Person is the "Beneficial Owner" of such securities upon the expiration of 
forty (40) days after the date of such acquisition.



(b)  "Adjustment Shares" shall have the meaning specified in Section 11(a)(ii) 
hereof.

(c)    "Affiliate" and "Associate" shall have the respective meanings ascribed 
to such terms in Section 912 of the NYBCL.

(d)    A Person shall be deemed the "Beneficial Owner" of, and shall be deemed 
to "beneficially own," any securities if such Person constitutes, with respect 
to such securities, a "Beneficial Owner" as defined in Section 912 of the 
NYBCL; provided, however, that for purposes of this Agreement (including for 
purposes of determining whether a Person will be deemed an Interested 
Shareholder under Section 912 of the NYBCL), a Person engaged in business as 
an underwriter of securities shall not be deemed to be the "Beneficial Owner" 
of, or to "beneficially own," (A) any securities acquired through such 
Person's participation in good faith in a firm commitment underwriting until 
the expiration of forty (40) days after the date of such acquisition, (B) 
securities issuable upon exercise of Rights at any time prior to the 
occurrence of a Triggering Event or (C) securities issuable upon exercise of 
Rights from and after the occurrence of a Triggering Event which Rights were 
acquired by such Person or any of such Person's Affiliates or Associates prior 
to the Distribution Date or pursuant to Section 3(a) or Section 22 hereof (the 
"Original Rights") or pursuant to Section 11(i) hereof in connection with an 
adjustment made with respect to any Original Rights.

(e)    "Business day" shall mean any day other than a Saturday, Sunday or a 
day on which banking institutions in the State of New York are authorized or 
obligated by law or executive order to close.

(f)    "Close of business" on any given date shall mean 5:00 P.M., New York 
City time, on such date; provided, however, that if such date is not a 
business day it shall mean 5:00 P.M., New York City time, on the next 
succeeding business day.

(g)    "Closing Price" shall mean for each day the last sale price or, in case 
no such sale takes place on such day, the average of the closing bid and asked 
prices, 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 securities in question 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 securities 
in question are listed or admitted to trading or, if the securities in 
question 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 the 
National Association of Securities Dealers, Inc. Automated Quotation System 
("NASDAQ") or such other system then in use, or, if on any such date the 
securities in question are not quoted by any such 



organization, the average of the closing bid and asked prices as furnished by 
a professional market maker selected by the Board of Directors of the Company 
and making a market in the securities in question.  If on any such date no 
market maker is making a market in the securities in question, the fair value 
of such securities on such date as determined in good faith by the Board of 
Directors of the Company shall be used.  If the securities in question are not 
publicly held or not so listed or traded, "current market price" per share 
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 and shall be conclusive for all 
purposes.

(h)    "Common Stock" shall mean the common stock, par value $1.00 per share, 
of the Company, except that "Common Stock" when used with reference to any 
Person other than the Company shall mean the capital stock of such Person with 
the greatest voting power, or the equity securities or other equity interest 
having power to control or direct the management of such Person.

(i)  "Common stock equivalents" shall have the meaning specified in Section 
11(a)(iii) hereof.

(j)    "Current Value" shall have the meaning set forth in Section 11(a)(iii) 
hereof.

(k)    "Distribution Date" shall mean the earlier of (i) the close of business 
on the tenth business day after the Stock Acquisition Date, as hereinafter 
defined (or, if the tenth business day after the Stock Acquisition Date occurs 
before the Record Date, the close of business on the Record Date), or (ii) the 
close of business on the tenth business day (or such later day as may be 
determined by the Board of Directors) after the date of the commencement of, 
or the first public announcement of the intent to commence (as determined 
pursuant to Rule 14d-2(a) of the General Rules and Regulations under the 
Exchange Act in effect on the date of this Agreement), a tender or exchange 
offer 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 Person or entity organized, appointed or established by or for the 
Company for or pursuant to the terms of any such plan), if upon consummation 
thereof, such Person would be an Acquiring Person (including any such date 
which is after the date of this Agreement and prior to the issuance of the 
Rights).



(l)    "Expiration Date" shall mean the earliest of (i) the close of business 
on the tenth anniversary of the Record Date (the "Final Expiration Date"), 
(ii) the time at which the Rights are redeemed as provided in Section 23 
hereof or (iii) the time at which the Rights are exchanged pursuant to Section 
24 hereof.

(m)    "Person" shall mean any individual, firm, corporation, partnership or 
other entity, and shall include any successor (by merger or otherwise) of such 
entity.

(n)    "Preferred Stock" shall mean shares of Series A Cumulative Preferred 
Stock, par value $1.00 per share, of the Company and, to the extent necessary 
to permit the full exercise of the then outstanding Rights, any other series 
of Preferred Stock of the Company designated by the Board of Directors of the 
Company for such purposes containing terms substantially similar to the Series 
A Cumulative Preferred Stock. 

(o)    "Principal Party" shall have the meaning specified in Section 13(b) 
hereof.

(p)    "Purchase Price" shall have the meaning specified in Section 4(a) and 
Section 7(b) hereof, as modified by Section 11(a)(ii) and Section 13(a) 
hereof.

(q)    "Redemption Price" shall have the meaning  specified in Section 23(a) 
hereof.

(r)    "Rights Certificates" shall have the meaning specified in Section 3(a) 
hereof.

(s)    "Securities Act" shall have the meaning specified in Section 9(c) 
hereof.

(t)    "Section 11(a)(ii) Event" shall mean any event described in Section 
11(a)(ii) hereof.

(u)    "Section 11(a)(ii) Trigger Date" shall have the meaning specified in 
Section 11(a)(iii) hereof.

(v)    "Section 13 Event" shall mean any event described in clauses (x), (y) 
or (z) of Section 13(a) hereof.

(w)    "Spread" shall have the meaning specified in Section 11(a)(iii) hereof.

(x)    "Stock Acquisition Date" shall mean the first date of public 
announcement (which, for purposes of this definition, shall include, without 
limitation, a report filed or amended pursuant to Section 13(d) under the 
Exchange Act) by the Company or an Acquiring Person that an Acquiring Person 
has become such.

(y)    "Subsidiary" shall mean, with reference to any Person, any corporation 
of which an amount of voting securities sufficient to elect at least a 
majority of the directors of such corporation is beneficially owned, directly 
or indirectly, by such Person or any corporation otherwise controlled by such 
Person.

(z)   "Substitution Period" shall have the meaning specified in Section 
11(a)(iii) hereof.



(aa)    "Summary of Rights" shall have the meaning specified in Section 3(b) 
hereof.

(bb)    "Trading Day" shall mean a day on which the principal national 
securities exchange on which the securities in question are listed or admitted 
to trading is open for the transaction of business or, if such securities are 
not listed or admitted to trading on any national securities exchange, a 
business day.

(cc)    "Triggering Event" shall mean any Section 11(a)(ii) Event or any 
Section 13 Event.

Section 2.  Appointment of Rights Agent.  

The Company hereby appoints the Rights Agent to act as agent for the Company 
and the holders of the Rights (who, in accordance with Section 3 hereof, 
shall, prior to the Distribution Date, also be the holders of the Common 
Stock) 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 
days 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 co-Rights Agent so appointed.

Section 3.  Issuance of Rights Certificates.

(a)    Until the Distribution Date, the Rights will be evidenced by the 
certificates for the Common Stock registered in the names of the holders of 
the Common Stock (which certificates for Common Stock shall be deemed also to 
be certificates for Rights) and not by separate certificates, and the Rights 
will be transferred with and only with the transfer of the underlying shares 
of Common Stock (including a transfer to the Company).  As soon as practicable 
after the Distribution Date, the Rights Agent will send by first-class mail, 
insured, postage prepaid, to each record holder of the 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, one or more rights certificates, in 
substantially the form of Exhibit A hereto (the "Rights Certificates"), 
evidencing one Right for each share of Common Stock so held, subject to 
adjustment as provided herein.  In the event that an adjustment in the number 
of Rights per share of Common Stock has been made pursuant to Section 11(p) 
hereof, at the time of distribution of the Rights Certificates, the Company 
shall make the necessary and appropriate rounding adjustments (in accordance 
with Section 14(a) hereof) so that Rights Certificates representing only whole 
numbers of Rights are distributed, and cash is paid in lieu of any fractional 
Rights.  As of and after the Distribution Date, the Rights will be evidenced 
solely by such Rights Certificates.



(b)    The Company will make available a copy of a Summary of Rights, in 
substantially the form attached hereto as Exhibit B (the "Summary of Rights"), 
to any holder of Rights who may so request from time to time.  With respect to 
certificates for the Common Stock outstanding as of the Record Date or issued 
subsequent to the Record Date, until the Distribution Date, the Rights will be 
evidenced by such certificates for the Common Stock and the registered holders 
of the Common Stock shall also be the registered holders of the associated 
Rights.  Until the earlier of the Distribution Date or the Expiration Date, 
the transfer of any certificates representing shares of Common Stock in 
respect of which Rights have been issued shall also constitute the transfer of 
the Rights associated with such shares of Common Stock.

(c)    Subject to Section 22 hereof, Rights shall be issued in respect of all 
shares of Common Stock which are outstanding on the Record Date and which are 
issued (whether originally issued or from the Company's treasury) after the 
Record Date but prior to the earlier of the Distribution Date or the 
Expiration Date.  Certificates representing such shares of Common Stock shall 
also be deemed to be certificates for Rights, and shall bear the following 
legend (or the legend required under the 1987 Agreement):

This certificate also evidences and entitles the holder hereof to certain 
Rights as set forth in the Rights Agreement between Xerox Corporation (the 
"Company") and the Rights Agent thereunder (the "Rights Agreement"), the terms 
of which are hereby incorporated herein by reference and a copy of which is on 
file at the principal offices of the Company.  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.  The Company 
will mail to the holder of this certificate a copy of the Rights Agreement, as 
in effect on the date of mailing, without charge, promptly after receipt of a 
written request therefor.  Under certain circumstances set forth in the Rights 
Agreement, Rights issued to, or held by, any Person who is, was or becomes an 
Acquiring Person or any Affiliate or Associate thereof (as such terms are 
defined in the Rights Agreement), whether currently held by or on behalf of 
such Person or by any subsequent holder of such Rights, shall become null and 
void.

With respect to such certificates containing the foregoing legend (or the 
legend required under the 1987 Agreement), until the earlier of (i) the 
Distribution Date or (ii) the Expiration Date, the Rights associated with the 
Common Stock represented by such certificates shall be evidenced by such 
certificates alone and the registered holders of Common Stock shall also be 
the registered holders of the associated Rights, and the transfer of any of 
such certificates shall also constitute the transfer of the Rights associated 
with the Common Stock represented by such certificates.  At the time of the 
distribution of the Rights Certificates, the Board of Directors may, at its 
discretion, 



distribute Rights to the holders of any series of preferred stock which is 
convertible into shares of the Company's Common Stock on the basis of the 
number of shares of Common Stock into which such shares of preferred stock are 
convertible.

Section 4.  Form of Rights Certificates.

(a)    The Rights Certificates (and the forms of election to purchase and of 
assignment to be printed on the reverse thereof) shall each be substantially 
in the form set forth in Exhibit A hereto and may have such marks of 
identification or designation and such legends, summaries or endorsements 
printed thereon as the Company may deem appropriate 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 on which the 
Rights may from time to time be listed, or to conform to usage.  Subject to 
the provisions of Section 11 and Section 22 hereof, the Rights Certificates, 
whenever distributed, shall be dated as of the Record Date and on their face 
shall entitle the holders thereof to purchase such number of one three-
hundredths of a share of Preferred Stock as shall be set forth therein at the 
price set forth therein (such exercise price per one three-hundredth of a 
share, the "Purchase Price"), but the amount and type of securities 
purchasable upon the exercise of each Right and the Purchase Price thereof 
shall be subject to adjustment as provided herein.

(b)    Any Rights Certificate issued pursuant to Section 3(a), Section 11(i) 
or Section 22 hereof that represents Rights beneficially owned by: (i) an 
Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a 
transferee of an Acquiring Person (or of any such Associate or Affiliate) who 
becomes a transferee after the Acquiring Person becomes such, or (iii) a 
transferee of an Acquiring Person (or of any such Associate or Affiliate) who 
becomes a transferee prior to or concurrently with the Acquiring Person 
becoming such and receives such Rights pursuant to either (A) a transfer 
(whether or not for consideration) from the Acquiring Person to holders of 
equity interests in such Acquiring Person or to any Person with whom such 
Acquiring Person has any agreement, arrangement or understanding (whether or 
not in writing) regarding the transferred Rights or (B) a transfer which the 
Board of Directors has determined is part of a plan, arrangement or 
understanding (whether or not in writing) which has as a primary purpose or 
effect avoidance of Section 7(e) hereof, and any Rights Certificate issued 
pursuant to Section 6 or Section 11 hereof upon transfer, exchange, 
replacement or adjustment of any other Rights Certificate referred to in this 
sentence, shall (to the extent feasible) contain the following legend:

        The Rights represented by this Rights Certificate are or were 
beneficially owned by a Person who was or became an Acquiring Person or an 
Affiliate or Associate of an Acquiring Person (as such terms are defined in 
the Rights Agreement).  Accordingly, 



this Rights Certificate and the Rights represented hereby shall become null 
and void in the circumstances specified in Section 7(e) of the Rights 
Agreement.

Section 5.  Countersignature and Registration.

(a)    The Rights Certificates shall be executed on behalf of the Company by 
its Chairman of the Board or any President or any Vice President, either 
manually or by facsimile signature, and shall have affixed thereto the 
Company's seal or a facsimile thereof which shall be attested by the Secretary 
or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the 
Company, either manually or by facsimile signature.  The Rights Certificates 
shall be countersigned by the Rights Agent, either manually or by facsimile 
signature, and shall not be valid for any purpose unless so countersigned.  In 
case any officer of the Company who shall have signed any of the Rights 
Certificates shall cease to be such officer of the Company before 
countersignature by the Rights Agent and issuance and delivery by the Company, 
such Rights 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 so signed such Rights Certificates had not ceased to 
be such officer of the Company; and any Rights Certificates may be signed on 
behalf of the Company by any person who, at the actual date of the execution 
of such Rights Certificate, shall be a proper officer of the Company to sign 
such Rights Certificate, although at the date of the execution of this Rights 
Agreement any such person was not such an officer.

(b)    Following the Distribution Date, the Rights Agent will keep or cause to 
be kept, at its principal office or offices designated as the appropriate 
place for the surrender of Rights Certificates upon exercise or transfer, 
books for registration and transfer of the Rights Certificates issued 
hereunder.  Such books shall show the names and addresses of the respective 
holders of the Rights Certificates, the number of Rights evidenced on its face 
by each of the Rights Certificates and the date of each of the Rights 
Certificates.

Section 6.  Transfer, Split Up, Combination and Exchange of Rights 
Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.

(a)    Subject to the provisions of Section 4(b), Section 7(e) and Section 14 
hereof, at any time after the close of business on the Distribution Date, and 
at or prior to the close of business on the Expiration Date, any Rights 
Certificate or Certificates (other than Rights Certificates representing 
Rights that have been exchanged pursuant to Section 24 hereof), may be 
transferred, split up, combined or exchanged for another Rights Certificate or 
Certificates, entitling the registered holder to purchase a like number of one 
three-hundredths of a share of Preferred Stock (or, following a Triggering 
Event, Common Stock, other securities, cash or other assets, as the case may 
be) as the 



Rights Certificate or Certificates surrendered then entitled such holder (or 
former holder in the case of a transfer) to purchase.  Any registered holder 
desiring to transfer, split up, combine or exchange any Rights Certificate or 
Certificates shall make such request in writing delivered to the Rights Agent, 
and shall surrender the Rights Certificate or Certificates to be transferred, 
split up, combined or exchanged at the principal office or offices of the 
Rights Agent designated for such purpose.  Neither the Rights Agent nor the 
Company shall be obligated to take any action whatsoever with respect to the 
transfer, split up, combination or exchange of any such surrendered Rights 
Certificate until the registered holder thereof shall have completed and 
signed the form of assignment and related certificate on the reverse side of 
such Rights Certificate and shall have provided such additional evidence of 
the identity of the Beneficial Owner (or former Beneficial Owner) or 
Affiliates or Associates thereof as the Company shall reasonably request.  
Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e), 
Section 14 and Section 24 hereof, countersign and deliver to the Person 
entitled thereto a Rights Certificate or Rights Certificates, as the case may 
be, as so requested.  The Company may require payment 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 Rights Certificates.

(b)    Upon receipt by the Company and the Rights Agent of evidence reasonably 
satisfactory to them of the loss, theft, destruction or mutilation of a Rights 
Certificate, and, in case of loss, theft or destruction, of indemnity or 
security reasonably satisfactory to them, and 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 Rights Certificate if 
mutilated, the Company will execute and deliver a new Rights Certificate of 
like tenor to the Rights Agent for countersignature and delivery to the 
registered owner in lieu of the Rights Certificate so lost, stolen, destroyed 
or mutilated.

Section 7.  Exercise of Rights; Purchase Price; Expiration Date of Rights.

(a)    Subject to Section 7(e) hereof, the registered holder of any Rights 
Certificate may exercise the Rights evidenced thereby (except as otherwise 
provided herein including, without limitation, the restrictions on 
exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) 
hereof) in whole or in part at any time after the Distribution Date upon 
surrender of the Rights Certificate, with the form of election to purchase and 
related certificate on the reverse side thereof duly executed, to the Rights 
Agent at the principal office or offices of the Rights Agent designated for 
such purpose, together with payment of the aggregate Purchase Price for the 
total number of one three-hundredths of a share of Preferred Stock (or other 
securities, cash or other assets, as the case may be) as to which such 
surrendered Rights are then exercisable, at or prior to the Expiration Date.



(b)    The Purchase Price for each one three-hundredth of a share of Preferred 
Stock pursuant to the exercise of a Right shall initially be $[       ], and 
shall be subject to adjustment from time to time as provided in Section 
11(a)(ii) and Section 13(a) hereof and shall be payable in lawful money of the 
United States of America in accordance with paragraph (c) below.

(c)    Upon receipt of a Rights Certificate representing exercisable Rights, 
with the form of election to purchase and the certificate duly executed, 
accompanied by payment with respect to each Right so exercised, of the 
Purchase Price per one three-hundredth of a share of Preferred Stock (or other 
shares, securities, cash or other assets, as the case may be) to be purchased 
as set forth below and an amount equal to any applicable transfer tax, the 
Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) 
(A) requisition from any transfer agent of the shares of Preferred Stock (or 
make available, if the Rights Agent is the transfer agent for such shares) 
certificates for the total number of one three-hundredths of a share of 
Preferred Stock to be purchased and the Company hereby irrevocably authorizes 
its transfer agent to comply with all such requests, or (B) if the Company 
shall have elected to deposit the total number of shares of Preferred Stock 
issuable upon exercise of the Rights hereunder with a depositary agent, 
requisition from the depositary agent depositary receipts representing such 
number of one three-hundredths of a share of Preferred Stock as are to be 
purchased (in which case certificates for the shares of Preferred Stock 
represented by such receipts shall be deposited by the transfer agent with the 
depositary agent) and the Company will direct the depositary agent to comply 
with such request, (ii) requisition from the Company the amount of cash, if 
any, to be paid in lieu of fractional shares in accordance with Section 14 
hereof, (iii) 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 Rights Certificate, registered in such name or names as may be designated 
by such holder, and (iv) after receipt thereof, deliver such cash, if any, to 
or upon the order of the registered holder of such Rights Certificate.  The 
payment of the Purchase Price (as such amount may be reduced pursuant to 
Section 11(a)(iii) hereof) shall be made in cash or by certified bank check or 
bank draft payable to the order of the Company.  In the event that the Company 
is obligated to issue other securities (including Common Stock) of the 
Company, pay cash and/or distribute other property pursuant to Section 11(a) 
hereof, the Company will make all arrangements necessary so that such other 
securities, cash and/or other property are available for distribution by the 
Rights Agent, if and when appropriate.  The Company reserves the right to 
require, prior to the occurrence of a Triggering Event, that upon any exercise 
of Rights, a number of Rights be exercised so that only whole shares of 
Preferred Stock would be issued.

(d)    In case the registered holder of any Rights Certificate shall exercise 
less than all the Rights evidenced thereby, a new Rights Certificate 
evidencing Rights equivalent to 



the Rights remaining unexercised shall be issued by the Rights Agent and 
delivered to, or upon the order of, the registered holder of such Rights 
Certificate, registered in such name or names as may be designated by such 
holder, subject to the provisions of Section 14 hereof.

(e)    Notwithstanding anything in this Agreement to the contrary, from and 
after the first occurrence of a Section 11(a)(ii) Event, any Rights 
beneficially owned by: (i) an Acquiring Person or an Associate or Affiliate of 
an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such 
Associate or Affiliate) who becomes a transferee after the Acquiring Person 
becomes such, or (iii) a transferee of an Acquiring Person (or of any such 
Associate or Affiliate) who becomes a transferee prior to or concurrently with 
the Acquiring Person becoming such and receives such Rights pursuant to either 
(A) a transfer (whether or not for consideration) from the Acquiring Person to 
holders of equity interests in such Acquiring Person or to any Person with 
whom the Acquiring Person has any agreement, arrangement or understanding 
(whether or not in writing) regarding the transferred Rights or (B) a transfer 
which the Board of Directors of the Company has determined is part of a plan, 
arrangement or understanding (whether or not in writing) which has as a 
primary purpose or effect the avoidance of this Section 7(e), shall become 
null and void without any further action, and no holder of such Rights shall 
thereupon have any rights whatsoever with respect to such Rights, whether 
under any provision of this Agreement or otherwise from and after such 
occurrence.  The Company shall use all reasonable efforts to insure that the 
provisions of this Section 7(e) and Section 4(b) hereof are complied with, but 
shall have no liability to any holder of Rights Certificates or any other 
Person as a result of its failure to make any determinations with respect to 
an Acquiring Person or its Affiliates, Associates or transferees hereunder.

(f)    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 upon the occurrence of any purported exercise 
as set forth in this Section 7 unless such registered holder shall have (i) 
completed and signed the certificate contained in the form of election to 
purchase set forth on the reverse side of the Rights Certificate surrendered 
for such exercise, and (ii) provided such additional evidence of the identity 
of the Beneficial Owner (or former Beneficial Owner) or Affiliates or 
Associates thereof as the Company shall reasonably request.

Section 8.  Cancellation and Destruction of Rights Certificates.  

     All Rights Certificates surrendered for the purpose of exercise, 
transfer, split up, combination or exchange shall, if surrendered to the 
Company or 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 Rights 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 Rights 
Certificate purchased or acquired by the Company otherwise than upon the 
exercise thereof.  The Rights Agent shall deliver all cancelled Rights 
Certificates to the Company, or shall, at the written request of the Company, 
destroy such cancelled Rights Certificates, and in such case shall deliver a 
certificate of destruction thereof to the Company.

Section 9.  Reservation and Availability of Capital Stock.

(a)    The Company covenants and agrees that it will cause to be reserved and 
kept available out of its authorized and unissued shares of Preferred Stock 
(and, following the occurrence of a Triggering Event, out of its authorized 
and unissued shares of Common Stock and/or other securities or out of its 
authorized and issued shares held in its treasury), the number of shares of 
Preferred Stock (and, following the occurrence of a Triggering Event, Common 
Stock and/or other securities) that, as provided in this Agreement, will be 
sufficient to permit the exercise in full of all outstanding Rights.

(b)    So long as the shares of Preferred Stock (and, following the occurrence 
of a Triggering Event, Common Stock and/or other securities) issuable and 
deliverable upon the exercise of the Rights may be listed on any national 
securities exchange, the Company shall use its best efforts to cause, from and 
after such time as the Rights become exercisable, all shares reserved for such 
issuance to be listed on such exchange upon official notice of issuance upon 
such exercise; provided, however, that the Company shall have no obligation 
hereunder to list the shares of Preferred Stock on any national securities 
exchange.

(c)    The Company shall use its best efforts to (i) file, as soon as 
practicable following the earliest date after the first occurrence of a 
Section 11(a)(ii) Event on which the consideration to be delivered by the 
Company upon exercise of the Rights has been determined in accordance with 
Section 11(a)(iii) hereof, or, if required by law, the Distribution Date, a 
registration statement under the Securities Act of 1933, as amended (the 
"Securities Act"), with respect to the securities purchasable upon exercise of 
the Rights on an appropriate form, (ii) cause such registration statement to 
become effective as soon as practicable after such filing, and (iii) cause 
such registration statement to remain effective (with a prospectus at all 
times meeting the requirements of the Securities Act) until the earlier of (A) 
the date as of which the Rights are no longer exercisable for such securities 
and (B) the date of the expiration of the Rights.  The Company will also take 
such action as may be appropriate under, or to ensure compliance with, the 
securities or "blue sky" laws of the various states in connection with the 
exercisability of the Rights.  The Company may temporarily suspend, for a 
period of time not to exceed ninety (90) days after the date set forth in 



clause (i) of the first sentence of this Section 9(c), the exercisability of 
the Rights in order to prepare and file such registration statement and permit 
it to become effective.  Upon any such suspension, the Company shall issue a 
public announcement stating that the exercisability of the Rights has been 
temporarily suspended, as well as a public announcement at such time as the 
suspension is no longer in effect.  In addition, if the Company shall 
determine that a registration statement is required following the Distribution 
Date, the Company may temporarily suspend the exercisability of the Rights 
until such time as a registration statement has been declared effective.  
Notwithstanding any provision of this Agreement to the contrary, the Rights 
shall not be exercisable in any jurisdiction if the requisite qualification in 
such jurisdiction has not been obtained, the exercise thereof is not permitted 
under applicable law or a registration statement has not been declared 
effective.

(d)    The Company covenants and agrees that it will take all such action as 
may be necessary to ensure that all one three-hundredths of a share of 
Preferred Stock (and, following the occurrence of a Triggering Event, Common 
Stock and/or other securities) delivered upon exercise of the Rights shall, at 
the time of delivery of the certificates for such shares (subject to payment 
of the Purchase Price), be duly and validly authorized and issued and fully 
paid and nonassessable.

(e)     The Company further covenants and agrees that it will pay when due and 
payable any and all federal and state transfer taxes and charges which may be 
payable in respect of the issuance or delivery of the Rights Certificates and 
of any certificates for a number of one three-hundredths of a share of 
Preferred Stock (or Common Stock and/or other securities, as the case may be) 
upon the exercise of Rights.  The Company shall not, however, be required to 
pay any transfer tax which may be payable in respect of any transfer or 
delivery of Rights Certificates to a Person other than, or the issuance or 
delivery of a number of one three-hundredths of a share of Preferred Stock (or 
Common Stock and/or other securities, as the case may be) in respect of a name 
other than that of, the registered holder of the Rights Certificate evidencing 
Rights surrendered for transfer or exercise, or to issue or deliver any 
certificates for a number of one three-hundredths of a share of Preferred 
Stock (or Common Stock and/or other securities, as the case may be) in a name 
other than that of the registered holder upon the exercise of any Rights until 
such tax shall have been paid (any such tax being payable by the holder of 
such Rights Certificate at the time of surrender) or until it has been 
established to the Company's satisfaction that no such tax is due.
    
Section 10.  Preferred Stock Record Date.  

    Each Person in whose name any certificate for a number of one three-
hundredths of a share of Preferred Stock (or Common Stock and/or other 
securities, as the case may be) is issued upon the exercise of Rights shall 
for all purposes be deemed to have 



become the holder of record of the shares of Preferred Stock (or Common Stock 
and/or other securities, as the case may be) represented thereby on, and such 
certificate shall be dated, the date upon which the Rights Certificate 
evidencing such Rights was duly surrendered and payment of the Purchase Price 
(and all applicable transfer taxes) was made; provided, however, that if the 
date of such surrender and payment is a date upon which the Preferred Stock 
(or Common Stock and/or other securities, as the case may be) 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 Preferred Stock (or Common Stock and/or 
other securities, as the case may be) transfer books of the Company are open. 
 Prior to the exercise of the Rights evidenced thereby, the holder of a Rights 
Certificate shall not be entitled to any rights of a shareholder of the 
Company with respect to shares 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.

Section 11.  Adjustment of Purchase Price, Number and Kind of Shares or Number 
of Rights.  

    The Purchase Price, the number and kind of shares covered by each Right 
and the number of Rights outstanding are subject to adjustment from time to 
time as provided in this Section 11.

(a)    (i)  In the event the Company shall at any time after the date of this 
Agreement (A) declare a dividend on the Preferred Stock payable in shares of 
Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine 
the outstanding Preferred Stock into a smaller number of shares, or (D) issue 
any shares of its capital stock in a reclassification of the Preferred 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 11(a) and Section 7(e) hereof, 
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 Preferred Stock or capital stock, as the 
case may be, issuable on such date, shall be proportionately adjusted so that 
the holder of any Right exercised after such time shall be entitled to 
receive, upon payment of the Purchase Price then in effect, the aggregate 
number and kind of shares of Preferred Stock or capital stock, as the case may 
be, which, if such Right had been exercised immediately prior to such date and 
at a time when the Preferred Stock transfer books of the Company were open, 
such holder would have owned upon such exercise and been entitled to receive 
by virtue of such dividend, subdivision, combination or reclassification.  If 
an event occurs which would require an adjustment under both this Section 
11(a)(i) and 



Section 11(a)(ii) hereof, the adjustment provided for in this Section 11(a)(i) 
shall be in addition to, and shall be made prior to, any adjustment required 
pursuant to Section 11(a)(ii) hereof.

(ii)   Subject to Section 24 of this Agreement, in the event any Person shall, 
at any time after the Rights Dividend Declaration Date, becomes an Acquiring 
Person, unless the event causing such Person to become an Acquiring Person is 
a transaction set forth in Section 13(a) hereof, or is an acquisition of 
shares of Common Stock pursuant to a tender offer or an exchange offer for all 
outstanding shares of Common Stock at a price and on terms determined by at 
least a majority of the members of the Board of Directors who are not officers 
of the Company and who are not representatives, nominees, Affiliates or 
Associates of an Acquiring Person, after receiving advice from one or more 
investment banking firms, to be (a) at a price which is fair and adequate to 
shareholders (taking into account all factors which such members of the Board 
of Directors of the Company deem relevant including, without limitation, 
prices which could reasonably be achieved if the Company or its assets were 
sold on an orderly basis designed to realize maximum value) and (b) otherwise 
in the best interests of the Company and its shareholders, then, promptly 
following the occurrence of such event, proper provision shall be made so that 
each holder of a Right (except as provided below and in Section 7(e) hereof) 
shall thereafter have the right to receive, upon exercise thereof at the then 
current Purchase Price in accordance with the terms of this Agreement, in lieu 
of a number of one three-hundredths of a share of Preferred Stock, such number 
of shares of Common Stock of the Company as shall equal the result obtained by 
(x) multiplying the then current Purchase Price by the number of one three-
hundredths of a share of Preferred Stock for which a Right was exercisable 
immediately prior to the first occurrence of a Section 11(a)(ii) Event, and 
(y) dividing that product (which, following such first occurrence, shall 
thereafter be referred to as the "Purchase Price" for each Right and for all 
purposes of this Agreement) by fifty percent (50%) of the current market price 
(determined pursuant to Section 11(d) hereof) per share of Common Stock on the 
date of such first occurrence (such number of shares, the "Adjustment 
Shares").

(iii)  In the event that the number of shares of Common Stock which is 
authorized by the Company's Restated Certificate of Incorporation but not 
outstanding or reserved for issuance for purposes other than upon exercise of 
the Rights is not sufficient to permit the exercise in full of the Rights in 
accordance with the foregoing subparagraph (ii) of this Section 11(a), the 
Company shall: (A) determine the excess of (1) the value of the Adjustment 
Shares issuable upon the exercise of a Right (the "Current Value") over (2) 
the Purchase Price (such excess, the "Spread"), and (B) with respect to each 
Right (subject to Section 7(e) hereof), make adequate provision to substitute 
for the Adjustment Shares, upon the exercise of a Right and payment of the 
applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, 
(3) Common Stock or other equity securities of the Company (including, without 
limitation, shares, or units of 



shares, of preferred stock, such as the Preferred Stock, which the Board of 
Directors of the Company has deemed to have essentially the same value or 
economic rights as shares of Common Stock (such shares of preferred stock 
referred to herein as "common stock equivalents")), (4) debt securities of the 
Company, (5) other assets or (6) any combination of the foregoing, having an 
aggregate value equal to the Current Value (less the amount of any reduction 
in the Purchase Price), where such aggregate value has been determined by the 
Board of Directors of the Company based upon the advice of a nationally 
recognized investment banking firm selected by the Board of Directors of the 
Company; provided, however, that if the Company shall not have made adequate 
provision to deliver value pursuant to clause (B) above within thirty (30) 
days following the later of (x) the first occurrence of a Section 11(a)(ii) 
Event and (y) the date on which the Company's right of redemption pursuant to 
Section 23(a) expires (the later of (x) and (y) being referred to herein as 
the "Section 11(a)(ii) Trigger Date"), then the Company shall 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 and/or cash have an 
aggregate value equal to the Spread.  If the Board of Directors of the Company 
shall determine in good faith that it is likely that sufficient additional 
shares of Common Stock could be authorized for issuance upon exercise in full 
of the Rights, the thirty (30) day period set forth above may be extended to 
the extent necessary, but not more than ninety (90) days after the Section 
11(a) (ii) Trigger Date, in order that the Company may seek shareholder 
approval for the authorization of such additional shares (such thirty (30) day 
period, as it may be extended, referred to herein as the "Substitution 
Period").  To the extent that the Company determines that some action need be 
taken pursuant to the first and/or second sentences of this Section 
11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, 
that such action shall apply uniformly to all outstanding Rights, and (y) may 
suspend the exercisability of the Rights until the expiration of the 
Substitution Period in order to seek such shareholder approval for such 
authorization of additional shares and/or to decide the appropriate form of 
distribution to be made pursuant to such first sentence and to determine the 
value thereof.  In the event of any such suspension, the Company shall issue a 
public announcement stating that the exercisability of the Rights has been 
temporarily suspended, as well as a public announcement at such time as the 
suspension is no longer in effect.  For purposes of this Section 11(a)(iii), 
the value of each Adjustment Share shall be the current market price (as 
determined pursuant to Section 11(d) hereof) per share of the Common Stock on 
the Section 11(a)(ii) Trigger Date and the per share or per unit value of any 
"common stock equivalent" shall be deemed to equal the current market price 
per share of the Common Stock on such date.

(b)    In case the Company shall fix a record date for the issuance of rights, 
options or warrants to all holders of Preferred Stock entitling them to 
subscribe for or purchase (for a period expiring within forty-five (45) 
calendar days after such record date) 



Preferred Stock (or shares having the same rights, privileges and preferences 
as the shares of Preferred Stock ("equivalent preferred stock")) or securities 
convertible into Preferred Stock or equivalent preferred stock at a price per 
share of Preferred Stock or per share of equivalent preferred stock (or having 
a conversion price per share, if a security convertible into Preferred Stock 
or equivalent preferred stock) less than the current market price (as 
determined pursuant to Section 11(d) hereof) per share of Preferred 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 Preferred Stock outstanding on such record date, plus the 
number of shares of Preferred Stock which the aggregate offering price of the 
total number of shares of Preferred Stock and/or equivalent preferred stock so 
to be offered (and/or the aggregate initial conversion price of the 
convertible securities so to be offered) would purchase at such current market 
price, and the denominator of which shall be the number of shares of Preferred 
Stock outstanding on such record date, plus the number of additional shares of 
Preferred Stock and/or equivalent preferred stock to be offered for 
subscription or purchase (or into which the convertible securities so to be 
offered are initially convertible).  In case such subscription price may be 
paid by delivery of consideration part or all of which may 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 and shall be binding on 
the Rights Agent and the holders of the Rights.  Shares of Preferred 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 in the event that 
such rights 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.

(c)    In case the Company shall fix a record date for a distribution to all 
holders of Preferred Stock (including any such distribution made in connection 
with a consolidation or merger in which the Company is the continuing 
corporation) of evidences of indebtedness, cash (other than a regular 
quarterly cash dividend out of the earnings or retained earnings of the 
Company), assets (other than a dividend payable in Preferred Stock, but 
including any dividend payable in stock other than Preferred 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 current 
market price (as determined pursuant to Section 11(d) hereof) per share of 
Preferred 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 cash, assets or evidences of indebtedness so to be distributed or of 



such subscription rights or warrants applicable to a share of Preferred Stock 
and the denominator of which shall be such current market price (as determined 
pursuant to Section 11(d) hereof) per share of Preferred Stock.  Such 
adjustments shall be made successively whenever such a record date is fixed, 
and in the event that such distribution is not so made, the Purchase Price 
shall be adjusted to be the Purchase Price which would have been in effect if 
such record date had not been fixed.

(d)    (i)  For the purpose of any computation hereunder, other than 
computations made pursuant to Section 11(a)(iii) hereof, the "current market 
price" per share 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 thirty (30) 
consecutive Trading Days immediately prior to such date, and for purposes of 
computations made pursuant to Section 11(a)(iii) hereof, the "current market 
price" per share 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 ten (10) 
consecutive Trading Days immediately following such date; provided, however, 
that in the event that the current market price per share of the Common Stock 
is determined during a period following the announcement by the issuer of such 
Common Stock of (A) a dividend or distribution on such Common Stock payable in 
shares of such Common Stock or securities convertible into shares of such 
Common Stock (other than the Rights), or (B) any subdivision, combination or 
reclassification of such Common Stock, and prior to the expiration of the 
requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth 
above, after 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 market price" shall be properly adjusted to 
take into account ex-dividend trading.

(ii)  For the purpose of any computation hereunder, the "current market price" 
per share of Preferred Stock shall be determined in the same manner as set 
forth above for the Common Stock in Section 11(d)(i) hereof.  If the current 
market price per share of Preferred Stock cannot be determined in the manner 
provided above or if the Preferred Stock is not publicly held or listed or 
traded in a manner described in subsection (g) of Section 1 hereof, the 
"current market price" per share of Preferred Stock shall be conclusively 
deemed to be an amount equal to 300 (as such number may be appropriately 
adjusted for such events as stock splits, stock dividends and 
recapitalizations with respect to the Common Stock occurring after the date of 
this Agreement) multiplied by the current market price per share of the Common 
Stock.  If neither the Common Stock nor the Preferred Stock is publicly held 
or so listed or traded, "current market price" per share 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 and shall be conclusive for all purposes.  For all purposes of 
this Agreement, the "current market price" of one three-hundredth of a share 
of Preferred 



Stock shall be equal to the "current market price" of one share of Preferred 
Stock divided by 300.

(e)    Anything herein to the contrary notwithstanding, no adjustment in the 
Purchase Price shall be required unless such adjustment would require an 
increase or decrease of at least one percent (1%) in the Purchase Price; 
provided, however, 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 11 shall be 
made to the nearest cent or to the nearest ten-thousandth of a share of Common 
Stock or other share or one-millionth of a share of Preferred Stock, as the 
case may be.  Notwithstanding the first sentence of this Section 11(e), any 
adjustment required by this Section 11 shall be made no later than the earlier 
of (i) three (3) years from the date of the transaction which mandates such 
adjustment, or (ii) the Expiration Date.

(f)    If as a result of an adjustment made pursuant to Section 11(a)(ii) or 
Section 13(a) hereof, the holder of any Right thereafter exercised shall 
become entitled to receive any shares of capital stock other than Preferred 
Stock, thereafter the number of such other shares so receivable upon exercise 
of any Right and the Purchase Price thereof 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 Preferred Stock contained in Sections 
11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and the provisions of 
Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall 
apply on like terms to any such other shares; provided, however, that the 
Company shall not be liable for its inability to reserve and keep available 
for issuance upon exercise of the Rights pursuant to Section 11(a)(ii) a 
number of shares of Common Stock greater than the number then authorized by 
the Restated Certificate of Incorporation of the Company but not outstanding 
or reserved for other purposes. 

(g)    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 one three-hundredths 
of a share of Preferred Stock purchasable from time to time hereunder upon 
exercise of the Rights, all subject to further adjustment as provided herein.

(h)    Unless the Company shall have exercised its election as provided in 
Section 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 one 
three-hundredths of a share of Preferred Stock (calculated to the nearest one-
millionth) obtained by (i) multiplying (x) the number of one three-hundredths 
of a share 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.

(i)    The Company may elect on or after the date of any adjustment of the 
Purchase Price to adjust the number of Rights, in lieu of any adjustment in 
the number of one three-hundredths of a share of Preferred Stock purchasable 
upon the exercise of a Right.  Each of the Rights outstanding after the 
adjustment in the number of Rights shall be exercisable for the number of one 
three-hundredths of a share of Preferred Stock for which a Right was 
exercisable immediately prior to such adjustment, at the adjusted Purchase 
Price.  Each Right held of record prior to such adjustment of the number of 
Rights shall become that number of Rights (calculated to the nearest ten-
thousandth) 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 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 day thereafter, but, if the Rights 
Certificates have been issued, shall be at least ten (10) days later than the 
date of the public announcement.  If Rights Certificates have been issued, 
upon each adjustment of the number of Rights pursuant to this Section 11(i), 
the Company shall, as promptly as practicable, cause to be distributed to 
holders of record of Rights Certificates on such record date Rights 
Certificates evidencing, subject to Section 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 Rights Certificates held by 
such holders prior to the date of adjustment, and upon surrender thereof, if 
required by the Company, new Rights Certificates evidencing all the Rights to 
which such holders shall be entitled after such adjustment.  Rights 
Certificates to be so distributed shall be issued, executed and countersigned 
in the manner provided for herein (and may bear, at the option of the Company, 
the adjusted Purchase Price) and shall be registered in the names of the 
holders of record of Rights Certificates on the record date specified in the 
public announcement.

(j)    Irrespective of any adjustment or change in the Purchase Price or the 
number of one three-hundredths of a share of Preferred Stock issuable upon the 
exercise of the Rights, the Rights Certificates theretofore and thereafter 
issued may continue to express the Purchase Price per one three-hundredth of a 
share and the number of one three-hundredths of a share which were expressed 
in the initial Rights Certificates issued hereunder.



(k)    Before taking any action that would cause an adjustment reducing the 
Purchase Price below the then par value attributable to the number of one 
three-hundredths of a share of Preferred 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, such number of one three-hundredths of a 
share of Preferred Stock at such adjusted Purchase Price.

(l)    In any case in which this Section 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 until the occurrence of such event the 
issuance to the holder of any Right exercised after such record date of the 
number of one three-hundredths of a share of Preferred Stock and other capital 
stock or securities of the Company, if any, issuable upon such exercise over 
and above the number of one three-hundredths of a share of Preferred 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; provided, however, that the Company shall deliver to such holder a 
due bill or other appropriate instrument evidencing such holder's right to 
receive such additional shares or securities upon the occurrence of the event 
requiring such adjustment.

(m)    Anything in this Section 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 11, as and to 
the extent that the Board of Directors of the Company, in its good faith 
judgment, shall determine to be advisable in order that any (i) consolidation 
or subdivision of the Preferred Stock, (ii) issuance wholly for cash of any 
shares of Preferred Stock at less than the current market price, (iii) 
issuance wholly for cash of shares of Preferred Stock or securities which by 
their terms are convertible into or exchangeable for shares of Preferred 
Stock, (iv) stock dividends or (v) issuance of rights, options or warrants 
referred to in this Section 11, hereafter made by the Company to holders of 
its Preferred Stock shall not be taxable to such shareholders.

(n)    The Company covenants and agrees that it shall not, at any time after 
the Distribution Date, (i) consolidate with any other Person (other than a 
consolidation with a Subsidiary of the Company in a transaction which does not 
violate the provisions of Section 11(o) hereof), (ii) merge with or into any 
other Person (other than a merger with a Subsidiary of the Company in a 
transaction which does not violate the provisions of Section 11(o) hereof), or 
(iii) sell or transfer (or permit any Subsidiary to sell or transfer), in one 
transaction or a series of related transactions, assets, earning power or cash 
flow aggregating more than fifty percent (50%) of the assets, earning power or 
cash flow of the Company and its Subsidiaries (taken as a whole) to any other 
Person or Persons (other than a sale or transfer to the Company and/or any of 
its Subsidiaries 



in one or more transactions each of which does not violate the provisions of 
Section 11(o) hereof), if (x) at the time of or immediately after such 
consolidation, merger or sale there are any rights, warrants or other 
instruments or securities outstanding or agreements in effect which would 
substantially diminish or otherwise eliminate the benefits intended to be 
afforded by the Rights or (y) prior to, simultaneously with or immediately 
after such consolidation, merger or sale, the shareholders of the Person who 
constitutes, or would constitute, the "Principal Party" for purposes of 
Section 13(a) hereof shall have received a distribution of Rights previously 
owned by such Person or any of its Affiliates and Associates.

(o)    The Company covenants and agrees that, after the earlier of the 
Distribution Date or the Stock Acquisition Date, it will not, except as 
permitted by Section 23 or Section 27 hereof, take (or permit any Subsidiary 
to take) any action if at the time such action is taken it is reasonably 
foreseeable that such action will diminish substantially or otherwise 
eliminate the benefits intended to be afforded by the Rights.

(p)    Anything in this Agreement to the contrary notwithstanding, in the 
event that the Company shall at any time after the date of this Agreement and 
prior to the Distribution Date (i) declare a dividend on the outstanding 
shares of Common Stock payable in shares of Common Stock, (ii) subdivide the 
outstanding shares of Common Stock, or (iii) combine the outstanding shares of 
Common Stock into a smaller number of shares, the number of Rights associated 
with each share of Common Stock then outstanding, or issued or delivered 
thereafter but prior to the Distribution Date, shall be proportionately 
adjusted so that the number of Rights thereafter associated with each share of 
Common Stock following any such event shall equal the result obtained by 
multiplying the number of Rights associated with each share of Common Stock 
immediately prior to such event by a fraction, the numerator which shall be 
the total number of shares of Common Stock outstanding immediately prior to 
the occurrence of the event and the denominator of which shall be the total 
number of shares of Common Stock outstanding immediately following the 
occurrence of such event.

Section 12.  Certificate of Adjusted Purchase Price or Number of Shares.  

Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, 
the Company shall (a) promptly prepare a certificate setting forth such 
adjustment and a brief statement of the facts accounting for such adjustment, 
(b) promptly file with the Rights Agent and with each transfer agent for the 
Preferred Stock and the Common Stock a copy of such certificate and (c) if a 
Distribution Date has occurred, mail a brief summary thereof to each holder of 
a Rights Certificate in accordance with Section 26 hereof.  The Rights Agent 
shall be fully protected in relying on any such certificate and on any 
adjustment therein contained.



Section 13.  Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or 
Earning Power.

(a)    In the event that, following the Stock Acquisition Date, directly or 
indirectly, (x) the Company shall consolidate with, or merge with and into, 
any other Person (other than a Subsidiary of the Company in a transaction 
which complies with Section 11(o) hereof), and the Company shall not be the 
continuing or surviving corporation of such consolidation or merger, (y) any 
Person (other than a Subsidiary of the Company in a transaction which complies 
with Section 11(o) hereof) shall consolidate with, or merge with or into, the 
Company, and the Company shall be the continuing or surviving corporation of 
such consolidation or merger and, in connection with such consolidation or 
merger, all or part of the outstanding shares of Common Stock shall be changed 
into or exchanged for stock or other securities of any other Person or cash or 
any other property, or (z) the Company shall sell, or otherwise transfer (or 
one or more of its Subsidiaries shall sell or otherwise transfer), in one 
transaction or a series of related transactions, assets, earning power or cash 
flow aggregating more than fifty percent (50%) of the assets, earning power or 
cash flow of the Company and its Subsidiaries (taken as a whole) to any Person 
or Persons (other than the Company or any Subsidiary of the Company in one or 
more transactions each of which complies with Section 11(o) hereof), then, and 
in each such case (except as may be contemplated by Section 13(d) hereof), 
proper provision shall be made so that: (i) each holder of a Right (other than 
Rights that heretofore became null and void pursuant to Section 7(e) hereof) 
shall thereafter have the right to receive, upon the exercise thereof at the 
then current Purchase Price in accordance with the terms of this Agreement 
(or, if any Section 11(a)(ii) event has occurred prior to the first occurrence 
of a Section 13(a) Event, at the Purchase Price in effect immediately prior to 
the first occurrence of a Section 11(a)(ii) event), such number of validly 
authorized and issued, fully paid, non-assessable and freely tradeable shares 
of Common Stock of the Principal Party (as such term is hereinafter defined), 
free and clear of any liens, encumbrances, rights of first refusal or other 
adverse claims, as shall be equal to the result obtained by (1) multiplying 
the then current Purchase Price by the number of one three-hundredths of a 
share of Preferred Stock for which a Right is exercisable immediately prior to 
the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event 
has occurred prior to the first occurrence of a Section 13 Event, multiplying 
the number of one three-hundredths of a share of Preferred Stock for which a 
Right was exercisable immediately prior to the first occurrence of a Section 
11(a)(ii) Event by the Purchase Price in effect immediately prior to such 
first occurrence), and (2) dividing that product (which, following the first 
occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" 
for each Right and for all purposes of this Agreement) by fifty percent (50%) 
of the current market price (determined pursuant to Section 11(d)(i) hereof) 
per share of the Common Stock of such Principal Party on the date of 
consummation of such Section 13 Event; (ii) such Principal Party shall 
thereafter be liable for, and shall assume, by virtue of 



such Section 13 Event, all the obligations and duties of the Company pursuant 
to this Agreement; (iii) the term "Company" shall thereafter be deemed to 
refer to such Principal Party, it being specifically intended that the 
provisions of Section 11 hereof shall apply only to such Principal Party 
following the first occurrence of a Section 13 Event; (iv) such Principal 
Party shall take such steps (including, but not limited to, the reservation of 
a sufficient number of shares of its Common Stock) in connection with the 
consummation of any such transaction as may be necessary to assure that the 
provisions hereof shall thereafter be applicable, as nearly as reasonably may 
be, in relation to its shares of Common Stock thereafter deliverable upon the 
exercise of the Rights; and (v) the provisions of Section 11(a) (ii) hereof 
shall be of no effect following the first occurrence of any Section 13 Event.

(b)    "Principal Party" shall mean:

            (i)  in the case of any transaction described in clause (x) or (y) 
of the first sentence of Section 13(a) hereof, the Person 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 such merger or consolidation; and

            (ii)  in the case of any transaction described in clause (z) of 
the first sentence of Section 13(a) hereof, the Person that is the party 
receiving the greatest portion of the assets, earning power or cash flow 
transferred pursuant to such transaction or transactions;

provided, however, that in any such case, (1) if the Common Stock of such 
Person is not, at such time and has not been continuously over the preceding 
twelve (12) month period, registered under Section 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, "Principal Party" shall refer to 
such other Person; and (2) in case such Person is a Subsidiary, directly or 
indirectly, of more than one Person, the Common Stock of two or more of which 
are and have been so registered, "Principal Party" shall refer to whichever of 
such Persons is the issuer of the Common Stock having the greatest aggregate 
market value.

(c)    The Company shall not consummate any such consolidation, merger, sale 
or transfer unless the Principal Party shall have sufficient authorized and 
unissued shares of Common Stock not reserved for other purposes to permit the 
full exercise of the Rights in accordance with this Section 13, and unless 
prior thereto the Company and such Principal Party shall have executed and 
delivered to the Rights Agent a supplemental agreement providing for the terms 
set forth in paragraphs (a) and (b) of this Section 13 and further providing 
that, as soon as practicable after the date of any 



consolidation, merger, sale or transfer of assets mentioned in paragraph (a) 
of this Section 13, the Principal Party will:

(i)  prepare and file a registration statement under the Securities Act with 
respect to the Rights and the securities purchasable upon exercise of the 
Rights on an appropriate form, and will use its best efforts to cause such 
registration statement to (A) become effective as soon as practicable after 
such filing and (B) remain effective (with a prospectus at all times meeting 
the requirements of the Securities Act) until the Expiration Date; and

(ii)  deliver to holders of the Rights historical financial statements for the 
Principal Party and each of its Affiliates which comply in all respects with 
the requirements for registration on Form 10 under the Exchange Act.

The provisions of this Section 13 shall similarly apply to successive mergers 
or consolidations or sales or other transfers.  In the event that a Section 13 
Event shall occur at any time after the occurrence of a Section 11(a)(ii) 
Event, the Rights which have not theretofore been exercised shall thereafter 
become exercisable in the manner described in Section 13(a) hereof.

(d)    Notwithstanding anything in this Agreement to the contrary, this 
Section 13 shall not be applicable to a transaction described in subparagraphs 
(x) and (y) of Section 13(a) hereof if (i) such transaction is consummated 
with a Person or Persons who acquired shares of Common Stock pursuant to a 
tender offer or exchange offer for all outstanding shares of Common Stock 
which complies with the provisions of Section 11(a)(ii) hereof (or a wholly 
owned subsidiary of any such Person or Persons), (ii) the price per share of 
Common Stock offered in such transaction is not less than the price per share 
of Common Stock paid to all holders of shares of Common Stock whose shares 
were purchased pursuant to such tender offer or exchange offer and (iii) the 
form of consideration being offered to the remaining holders of shares of 
Common Stock pursuant to such transaction is the same as the form of 
consideration paid pursuant to such tender offer or exchange offer.  Upon 
consummation of any such transaction contemplated by this Section 13(d), all 
Rights hereunder shall expire.

Section 14.  Fractional Rights and Fractional Shares.

(a)    The Company shall not be required to issue fractions of Rights, except 
prior to the Distribution Date as provided in Section 11(p) hereof, or to 
distribute Rights Certificates which evidence fractional Rights.  In lieu of 
such fractional Rights, there shall be paid to the registered holders of the 
Rights 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 purposes of this Section 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 of the Rights 
for any day shall be the last sale price, or, in case no such sale takes place 
on such day, the average of the closing bid and asked prices, 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.

(b)    The Company shall not be required to issue fractions of shares of 
Preferred Stock (other than fractions which are integral multiples of one 
three-hundredth of a share of Preferred Stock) upon exercise of the Rights or 
to distribute certificates which evidence fractional shares of Preferred Stock 
(other than fractions which are integral multiples of one three-hundredth of a 
share of Preferred Stock).  In lieu of fractional shares of Preferred Stock 
that are not integral multiples of one three-hundredth of a share of Preferred 
Stock, the Company may pay to the registered holders of Rights Certificates at 
the time such Rights are exercised as herein provided an amount in cash equal 
to the same fraction of the current market price of one three-hundredth of a 
share of Preferred Stock.  For purposes of this Section 14(b), the current 
market price of one three-hundredth of a share of Preferred Stock shall be one 
three-hundredth of the Closing Price of a share of Preferred Stock (as 
determined pursuant to Section 11(d)(ii) hereof) for the Trading Day 
immediately prior to the date of such exercise.

(c)    Following the occurrence of a Triggering Event, 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 may 
pay to the registered holders of Rights Certificates at the time such Rights 
are exercised as herein provided an amount in cash equal to the same fraction 
of the current market price of one (1) share of Common Stock.  For purposes of 
this Section 14(c), the current market price of one (1) share of Common Stock 
shall be the Closing Price of one (1) share of Common Stock 



(as determined pursuant to Section 11(d)(i) hereof) for the Trading Day 
immediately prior to the date of such exercise.

(d)    The holder of a Right, by the acceptance of such Right, expressly 
waives such holder's right to receive any fractional Rights or any fractional 
shares (other than, in the case of Preferred Stock, fractions which are 
integral multiples of one three-hundredths of a share of Preferred Stock) upon 
exercise of a Right except as permitted by this Section 14.

Section 15.  Rights of Action.  

All rights of action in respect of this Agreement are vested in the respective 
registered holders of the Rights Certificates (and, prior to the Distribution 
Date, the registered holders of the Common Stock); and any registered holder 
of any Rights Certificate (or, prior to the Distribution Date, the registered 
holders of the Common Stock), without the consent of the Rights Agent or of 
the holder of any other Rights Certificate (or, prior to the Distribution 
Date, the registered holders of the Common Stock), may, in such holder's 
behalf and for such holder's benefit, enforce, and may institute and maintain 
any suit, action or proceeding against the Company to enforce, or otherwise 
act in respect of, such holder's right to exercise the Rights evidenced by 
such Rights Certificate (or, prior to the Distribution Date, certificates for 
Common Stock) in the manner provided in such Rights 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 
shall be entitled to specific performance of the obligations hereunder and 
injunctive relief against actual or threatened violations of the obligations 
hereunder of any Person subject to this Agreement.

Section 16.  Agreement of Rights Holders.  

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:

(a)    prior to the Distribution Date, the Rights will be transferable only in 
connection with the transfer of Common Stock;

(b)    after the Distribution Date, the Rights Certificates are transferable 
only on the registry books of the Rights Agent if surrendered at the principal 
office or offices of the Rights Agent designated for such purpose, duly 
endorsed or accompanied by a proper instrument of transfer and with the 
appropriate forms and certificates fully executed; 



(c)    subject to Section 6(a) and Section 7(f) hereof, the Company and the 
Rights Agent may deem and treat the person in whose name a Rights 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 Rights 
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, subject to the last sentence of Section 7(e) 
hereof, shall be required to be affected by any notice to the contrary; and 

(d)     notwithstanding anything in this Agreement to the contrary, neither 
the Company nor the Rights Agent shall 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; provided, however, the Company must use its 
best efforts to have any such order, decree or ruling lifted or otherwise 
overturned as soon as possible.

Section 17.  Rights Certificate Holder Not Deemed a Shareholder.  

No holder, as such, of any Rights Certificate shall be entitled to vote, 
receive dividends or be deemed for any purpose the holder of the number of one 
three-hundredths of a share of Preferred 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 Rights 
Certificate be construed to confer upon the holder of any Rights evidenced by 
either a certificate for Common Stock or by any Rights 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 25 hereof), or to receive dividends or subscription 
rights, or otherwise, until the Right or Rights evidenced by such certificate 
for Common Stock or Rights Certificate, as the case may be, shall have been 
exercised in accordance with the provisions hereof.

Section 18.  Concerning the Rights Agent.

(a)    The Company agrees to pay to the Rights Agent reasonable compensation 
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 disbursements and other 
disbursements incurred in the 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, or expense, incurred without gross negligence, bad faith or 
willful misconduct on the part of the Rights Agent, for anything done or 
omitted by the Rights Agent in connection with the acceptance and 
administration of this Agreement, including the costs and expenses of 
defending against any claim of liability in the premises.

(b)    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 administration of this Agreement in reliance upon any Rights Certificate 
or certificate for Common Stock or for other securities of the Company, 
instrument of assignment or transfer, power of attorney, endorsement, 
affidavit, letter, notice, direction, consent, certificate, statement, or 
other paper or document reasonably believed by it to be genuine and to be 
signed, executed and, where necessary, verified or acknowledged, by the proper 
Person or Persons.

Section 19.  Merger or Consolidation or Change of Name of Rights.

(a)    Any corporation into which the Rights Agent or any successor Rights 
Agent may be merged or with which it may be consolidated, or any corporation 
resulting from any merger or consolidation to which the Rights Agent or any 
successor Rights Agent shall be a party, or any corporation succeeding to the 
corporate trust or 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; provided, however, that such 
corporation would be eligible for appointment as a successor Rights Agent 
under the provisions of Section 21 hereof.  In case at the time such successor 
Rights Agent shall succeed to the agency created by this Agreement, any of the 
Rights Certificates shall have been countersigned but not delivered, any such 
successor Rights Agent may adopt the countersignature of a predecessor Rights 
Agent and deliver such Rights Certificates so countersigned; and in case at 
that time any of the Rights Certificates shall not have been countersigned, 
any successor Rights Agent may countersign such Rights Certificates either in 
the name of the predecessor or in the name of the successor Rights Agent; and 
in all such cases such Rights Certificates shall have the full force provided 
in the Rights Certificates and in this Agreement.

(b)    In case at any time the name of the Rights Agent shall be changed and 
at such time any of the Rights Certificates shall have been countersigned but 
not delivered, the Rights Agent may adopt the countersignature under its prior 
name and deliver Rights Certificates so countersigned; and in case at that 
time any of the Rights Certificates 



shall not have been countersigned, the Rights Agent may countersign such 
Rights Certificates either in its prior name or in its changed name; and in 
all such cases such Rights Certificates shall have the full force provided in 
the Rights Certificates and in this Agreement.

Section 20.  Duties of Rights Agent.  

The Rights Agent undertakes the duties and obligations imposed by this 
Agreement upon the following terms and conditions, by all of which the Company 
and the holders of Rights Certificates, by their acceptance thereof, shall be 
bound:

(a)    The Rights Agent may consult with legal counsel (who may be legal 
counsel for the Company), and the opinion of such counsel shall be full and 
complete authorization and protection to the Rights Agent as to any action 
taken or omitted by it in good faith and in accordance with such opinion.

(b)    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 any Acquiring Person or any 
Affiliate or Associate thereof and the determination of "current market 
price") 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 the Chairman of the Board, 
the President, the Chairman of the Executive Committee, any Vice President, 
the Treasurer, any Assistant Treasurer, the Secretary or any Assistant 
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 or suffered in good faith by it under the provisions of this Agreement 
in reliance upon such certificate.

(c)    The Rights Agent shall be liable hereunder only for its own gross 
negligence, bad faith or willful misconduct.

(d)    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 Rights 
Certificates or be required to verify the same (except as to its 
countersignature on such Rights Certificates), but all such statements and 
recitals are and shall be deemed to have been made by the Company only.

(e)    The Rights Agent shall not 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 Rights 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 
Rights Certificate; nor shall it be responsible for any adjustment required 
under the provisions of Section 11, Section 13 or Section 24 hereof or 
responsible for the manner, method or amount of any such adjustment or the 
ascertaining of the existence of facts that would require any such adjustment 
(except with respect to the exercise of Rights evidenced by Rights 
Certificates after actual notice of any such adjustment); 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 or Preferred Stock 
to be issued pursuant to this Agreement or any Rights Certificate or as to 
whether any shares of Common Stock or Preferred Stock will, when so issued, be 
validly authorized and issued, fully paid and nonassessable.

(f)    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.

(g)    The Rights Agent is hereby authorized and directed to accept 
instructions with respect to the performance of its duties hereunder from the 
Chairman of the Board, the President, the Chairman of the Executive Committee, 
any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or 
any Assistant Secretary 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 to be taken by it in good faith in 
accordance with instructions of any such officer.

(h)    The Rights Agent and any shareholder, 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.

(i)    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 resulting from any such 
act, default, neglect or misconduct; provided, however, reasonable care was 
exercised in the selection and continued employment thereof.



(j)    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 
there shall be reasonable grounds for believing that repayment of such funds 
or adequate indemnification against such risk or liability is not reasonably 
assured to it.

(k)    If, with respect to any Rights Certificate surrendered to the Rights 
Agent for exercise or transfer, split up, combination or exchange, the 
certificate attached to the form of assignment or form of election to 
purchase, as the case may be, has either not been completed or indicates an 
affirmative response to clause 1 and/or 2 thereof, the Rights Agent shall not 
take any further action with respect to such requested exercise or transfer 
without first consulting with the Company.

Section 21.  Change of Rights Agent.  

The Rights Agent or any successor Rights Agent may resign and be discharged 
from its duties under this Agreement upon thirty (30) days' notice in writing 
mailed to the Company, and to each transfer agent of the Common Stock and 
Preferred Stock, by registered or certified mail, and to the holders of the 
Rights Certificates by first-class mail.  The Company may remove the Rights 
Agent or any successor Rights Agent upon thirty (30) days' notice in writing, 
mailed to the Rights Agent or successor Rights Agent, as the case may be, and 
to each transfer agent of the Common Stock and Preferred Stock, by registered 
or certified mail, and to the holders of the Rights Certificates by first-
class mail.  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 thirty (30) 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 Rights Certificate (who 
shall, with such notice, submit such holder's Rights Certificate for 
inspection by the Company), then any registered holder of any Rights 
Certificate may 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 (a) a corporation or 
other legal business entity organized and doing business under the laws of the 
United States or of any State thereof, in good standing, which is authorized 
under such laws to exercise corporate trust or 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 $50,000,000 or (b) an affiliate of a corporation or other 
legal business entity described in clause (a) of this sentence.  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 the 
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 the Preferred Stock, and mail 
a notice thereof in writing to the registered holders of the Rights 
Certificates or, if prior to the Distribution Date, to the registered holders 
of Common Stock.  Failure to give any notice provided for in this Section 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.

Section 22.  Issuance of New Rights Certificates.  

Notwithstanding any of the provisions of this Agreement or of the Rights 
Certificates to the contrary, the Company may, at its option, issue new Rights 
Certificates evidencing Rights in such form as may be approved by the 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 Rights Certificates made in accordance with the provisions of this 
Agreement.  In addition, in connection with the issuance or sale of shares of 
Common Stock following the Distribution Date and prior to the redemption or 
expiration of the Rights, the Company (a) shall, with respect to shares of 
Common Stock so issued or sold pursuant to the exercise of stock options or 
under any employee plan or arrangement, granted or awarded as of the 
Distribution Date, or upon the exercise, conversion or exchange of securities 
issued by the Company hereinafter but prior to the Distribution Date, and (b) 
may, in any other case, if deemed necessary or appropriate by the Board of 
Directors of the Company, issue Rights Certificates representing the 
appropriate number of Rights in connection with such issuance or sale; 
provided, however, that (i) no such Rights Certificate shall be issued if, and 
to the extent that, the Company shall be advised by counsel that such issuance 
would create a significant risk of material adverse tax consequences to the 
Company or the Person to whom such Rights Certificate would be issued, and 
(ii) no such Rights Certificate shall be issued if, and to the extent that, 
appropriate adjustment shall otherwise have been made in lieu of the issuance 
thereof.

Section 23.  Redemption and Termination.

(a)    Subject to Section 27 hereof, the Board of Directors of the Company 
may, at its option, at any time on or before the earlier of (i) the close of 
business on the tenth business day following the Stock Acquisition Date (or, 
if the Stock Acquisition Date shall have occurred prior to the Record Date, 
the close of business on the tenth business day following the Record Date), or 
(ii) the Final Expiration Date, redeem all but not less than all the then 
outstanding Rights at a redemption price of $.01 per 



Right, as such amount may be 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 "Redemption 
Price").  Notwithstanding anything contained in this Agreement to the 
contrary, the Rights shall not be exercisable after the first occurrence of a 
Section 11(a)(ii) Event until such time as the Company's right of redemption 
hereunder has expired.  The Company may, at its option, pay the Redemption 
Price in cash, shares of Common Stock (based on the "current market price," as 
defined in Section 11(d)(i) hereof, of the Common Stock at the time of 
redemption) or any other form of consideration, or any combination of any of 
the foregoing, deemed appropriate by the Board of Directors of the Company.

(b)    Immediately upon the action of the Board of Directors of the Company 
ordering the redemption of the Rights, evidence of which shall have been filed 
with the Rights Agent 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 for each 
Right so held.  Promptly after the action of the Board of Directors ordering 
the redemption of the Rights, the Company shall give notice of such redemption 
to the Rights Agent and the holders of the then outstanding Rights by mailing 
such notice to all such holders at each holder's last address as it appears 
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.

(c)   Notwithstanding the provisions of Section 23(a) hereof, in the event 
that a majority of the Board of Directors of the Company is elected by 
shareholder action by written consent, or is comprised of persons elected at a 
meeting of shareholders who were not nominated by the Board of Directors of 
the Company in office immediately prior to such meeting, then for a period of 
one hundred and twenty (120) days following the effectiveness of such 
election, the Rights shall not be redeemed if such redemption is reasonably 
likely to have the purpose or effect of allowing any Person to become an 
Acquiring Person or otherwise facilitating the occurrence of a Triggering 
Event or a transaction with an Acquiring Person.

Section 24.  Exchange.  

(a)    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 void pursuant to the provisions of Section 7(e) hereof) for 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 "Exchange Ratio").  
Notwithstanding the foregoing, the Board of Directors of the Company 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 fifty percent (50%) 
or more of the Common Stock then outstanding.

(b)    Immediately upon the action of the Board of Directors of the Company 
ordering the exchange of any Rights pursuant to subsection (a) of this Section 
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; 
provided, however, that the failure to give, or any defect in, such notice 
shall not affect the validity of such exchange.  The Company promptly shall 
mail 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 Company.  
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 void 
pursuant to the provisions of Section 7(e) hereof) held by each holder of 
Rights.

(c)    In any exchange pursuant to this Section 24, the Company, at its 
option, may substitute Preferred Stock (or equivalent preferred stock, as such 
term is defined in paragraph (b) of Section 11 hereof) for Common Stock 
exchangeable for Rights, at the initial rate of one three-hundredths of a 
share of Preferred Stock (or equivalent preferred stock) for each share of 
Common Stock, as appropriately adjusted to reflect stock splits, stock 
dividends or other similar transactions effected after the date hereof.

(d)  In the event that there shall not be sufficient Common Stock issued but 
not outstanding or authorized but unissued to permit any exchange of Rights as 
contemplated in accordance with this Section 24, the Company shall take all 
such action as may be necessary to authorize additional shares of Common Stock 
for issuance upon exchange of the Rights.

(e)  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, there shall be paid 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 subsection (e), the current market 
value of a whole share of Common Stock shall be the closing price of a share 
of Common Stock (as determined pursuant to Section 11(d)(i) hereof) for the 
Trading Day immediately prior to the date of exchange pursuant to this Section 
24.

Section 25.  Notice of Certain Events.

(a)    In case the Company shall propose, at any time after the Distribution 
Date, (i) to pay any dividend payable in stock of any class to the holders of 
Preferred Stock or to make any other distribution to the holders of Preferred 
Stock (other than a regular quarterly cash dividend out of earnings or 
retained earnings of the Company), or (ii) to offer to the holders of 
Preferred Stock rights or warrants to subscribe for or to purchase any 
additional shares of Preferred Stock or shares of stock of any class or any 
other securities, rights or options, or (iii) to effect any reclassification 
of its Preferred Stock (other than a reclassification involving only the 
subdivision of outstanding shares of Preferred Stock), or (iv) to effect any 
consolidation or merger into or with any other Person (other than a Subsidiary 
of the Company in a transaction which complies with Section 11(o) hereof), 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 transaction or a 
series of related transactions, of more than fifty percent (50%) of the 
assets, earning power or cash flow of the Company and its Subsidiaries (taken 
as a whole) to any other Person or Persons (other than the Company and/or any 
of its Subsidiaries in one or more transactions each of which complies with 
Section 11(o) hereof), or (v) to effect the liquidation, dissolution or 
winding up of the Company, then, in each such case, the Company shall give to 
each holder of a Rights Certificate, to the extent feasible and in accordance 
with Section 26 hereof, a notice of such proposed action, which shall specify 
the record date for the purposes of such stock dividend, 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 shares of 
Preferred 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) or (ii) above at least 
twenty (20) days prior to the record date for determining holders of the 
shares of Preferred Stock for purposes of such action, and in the case of any 
such other action, at least twenty (20) days prior to the date of the taking 
of such proposed action or the date of participation therein by the holders of 
the shares of Preferred Stock whichever shall be the earlier.



(b)    In case any Section 11(a)(ii) Event shall occur, then, in any such 
case, (i) the Company shall as soon as practicable thereafter give to each 
holder of a Rights Certificate, to the extent feasible and in accordance with 
Section 26 hereof, a notice of the occurrence of such event, which shall 
specify the event and the consequences of the event to holders of Rights under 
Section 11(a)(ii) hereof, and (ii) all references in the preceding paragraph 
to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, 
if appropriate, other securities issuable upon exercise of the Rights.

Section 26.  Notices.  

Notices or demands authorized by this Agreement to be given or made by the 
Rights Agent or by the holder of any Rights Certificates 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:

            Xerox Corporation
            P.O. Box 1600
            Stamford, Connecticut 06904
            Attention: Secretary

Subject to the provisions of Section 21 hereof, any notice or demand 
authorized by this Agreement to be given or made by the Company or by the 
holder of any Rights Certificates 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:

            The First National Bank of Boston
            c/o Boston EquiServe, Limited Partnership
            150 Royall Street
            Canton, Massachusetts 02021
            Attention:  Client Administration

Notices or demands authorized by this Agreement to be given or made by the 
Company or the Rights Agent to the holder of any Rights Certificate (or, if 
prior to the Distribution Date, to the holder of certificates representing 
shares of Common Stock) 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.



Section 27.  Supplements and Amendments.  

Prior to the Distribution Date, the Company and the Rights Agent shall, if the 
Company so directs, supplement or amend any provision of this Agreement 
without the approval of any holders of certificates representing shares of 
Common Stock.  From and after the Distribution Date, the Company and the 
Rights Agent shall, if the Company so directs, supplement or amend this 
Agreement without the approval of any holders of Rights Certificates in order 
(i) to cure any ambiguity, (ii) to correct or supplement any provision 
contained herein which may be defective or inconsistent with any other 
provisions herein, (iii) to shorten or lengthen any time period hereunder or 
(iv) to change or supplement the provisions hereunder in any manner which the 
Company may deem necessary or desirable and which shall not adversely affect 
the interests of the holders of Rights Certificates; provided, from and after 
the Distribution Date, this Agreement may not be supplemented or amended to 
lengthen any time period hereunder pursuant to clause (iii) of this sentence 
unless such lengthening is for the purpose of protecting, enhancing or 
clarifying the rights of, and/or the benefits to, the holders of Rights.  Upon 
the delivery of a certificate from an appropriate officer of the Company which 
states that the proposed supplement or amendment is in compliance with the 
terms of this Section 27, the Rights Agent shall execute such supplement or 
amendment.  Prior to the Distribution Date, the interests of the holders of 
Rights shall be deemed coincident with the interests of the holders of Common 
Stock.  Notwithstanding anything contained herein to the contrary, this 
Agreement may not be amended at a time when the Rights are not redeemable.

Section 28.  Successors.  

All the covenants and provisions of this 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.

Section 29.  Determinations and Actions by the Board of Directors, etc.  

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 Section 912 of the NYBCL.  The Board of Directors of the Company shall 
have the exclusive power and authority to administer this Agreement and to 
exercise all rights and powers specifically granted to the Board of Directors 
of the Company, or the Company, or as may be necessary or advisable in the 
administration of this Agreement, including, without limitation, the right and 
power to (i) interpret the provisions of this Agreement, and (ii) 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 (including, for purposes of clause (ii) below, all omissions 
with respect to the foregoing) which are done or made by the Board of 
Directors of the Company in good faith, shall (i) be final, conclusive and 
binding on the Company, the Rights Agent, the holders of the Rights and all 
other parties, and (ii) not subject the Board of Directors of the Company to 
any liability to the holders of the Rights.

Section 30.  Benefits of this Agreement.  

Nothing in this Agreement shall be construed to give to any Person other than 
the Company, the Rights Agent and the registered holders of the Rights 
Certificates (and, prior to the Distribution Date, registered holders of the 
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 Rights 
Certificates (and, prior to the Distribution Date, registered holders of the 
Common Stock).

Section 31.  Severability.  

If any term, provision, covenant or restriction of this Agreement is held by a 
court of competent jurisdiction or other authority to be invalid, void or 
unenforceable, 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; provided, however, that 
notwithstanding anything in this Agreement to the contrary, if any such term, 
provision, covenant or restriction is held by such court or authority to be 
invalid, void or unenforceable and the Board of Directors of the Company 
determines in its good faith judgment that severing the invalid, void or 
unenforceable language from this Agreement would adversely affect the purpose 
or effect of this Agreement, the right of redemption set forth in Section 23 
hereof shall be reinstated and shall not expire until the close of business on 
the tenth day following the date of such determination by the Board of 
Directors of the Company.

        Without limiting the foregoing, if any provision of this Agreement 
requiring that a determination be made by less than the entire Board of 
Directors is held by a court of competent jurisdiction or other authority to 
be invalid, void or unenforceable, such determination shall then be made by 
the entire Board of Directors.

Section 32.  Governing Law.  

This Agreement, each Right and each Rights 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 made and to be performed entirely within 
such State.

Section 33.  Counterparts.  

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.

Section 34.  Descriptive Headings.  

Descriptive headings of the several Sections of this Agreement are inserted 
for convenience only and shall not control or affect the meaning or 
construction of any of the provisions hereof.



        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to 
be duly executed and their respective corporate seals to be hereunto affixed 
and attested, all as of the day and year first above written.


                                         XEROX CORPORATION


                                         By  ____________________      
                                             Name:    
                                             Title:    


Attest:    ______________________
           Name:    
           Title:    


                                        THE FIRST NATIONAL BANK OF BOSTON


                                        By  _____________________       
                                            Name:    
                                            Title:    


Attest:    ______________________
           Name:
           Title:




                                                                 Exhibit A

                          [Form of Rights Certificate]


Certificate No. R-                                      _______________Rights


    NOT EXERCISABLE AFTER APRIL 16, 2007 OR EARLIER IF REDEEMED OR EXCHANGED 
BY THE COMPANY.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE 
COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  
UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON 
OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS 
AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL BECOME NULL AND 
VOID.  [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE 
BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN 
AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN 
THE RIGHTS AGREEMENT).  ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS 
REPRESENTED HEREBY SHALL BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED 
IN SECTION 7(e) OF SUCH AGREEMENT.]*


                            Rights Certificate
                            XEROX CORPORATION


        This certifies that _____________________________, 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 Rights Agreement, dated as of April 7, 1997 (as from time to 
time amended or supplemented, the "Rights Agreement"), between Xerox 
Corporation, a New York corporation (the "Company"), and The First National 
Bank of Boston (the "Rights Agent"), to purchase from the Company at any time 
prior to 5:00 P.M. (New York City time) on April 16, 2007 (the 
_________________________

*    The portion of the legend in brackets shall be inserted only if 
applicable and shall replace the preceding sentences.







"Final Expiration Date"), unless earlier redeemed or exchanged by the Company, 
at the office or offices of the Rights Agent designated for such purpose, or 
its successors as Rights Agent, one three-hundredth of a fully paid, non-
assessable share of Series A Cumulative Preferred Stock (the "Preferred 
Stock") of the Company, at a purchase price of $[    ] per one three-hundredth 
of a share (the "Purchase Price"), upon presentation and surrender of this 
Rights Certificate with the Form of Election to Purchase and related 
Certificate duly executed.  The number of Rights evidenced by this Rights 
Certificate (and the number of shares which may be purchased upon exercise 
thereof) set forth above, and the Purchase Price per share set forth above, 
are the number and Purchase Price as of April 16, 1997, based on the Preferred 
Stock as constituted at such date and may be adjusted in accordance with the  
provisions of the Rights Agreement.  The Company reserves the right to 
require, prior to the occurrence of a Triggering Event (as such term is 
defined in the Rights Agreement) that a number of Rights be exercised so that 
only whole shares of Preferred Stock will be issued.

        Upon the occurrence of a Section 11(a)(ii) Event (as such term is 
defined in the Rights Agreement), if the Rights evidenced by this Rights 
Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate 
or Associate of any such Acquiring Person (as such terms are defined in the 
Rights Agreement), (ii) a transferee of any such Acquiring Person, Affiliate 
or Associate or (iii) under certain circumstances specified in the Rights 
Agreement, a transferee of a person who, after such transfer, became an 
Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such 
Rights shall become null and void and no holder hereof shall have any right 
with respect to such Rights from and after the occurrence of such Section 
11(a)(ii) Event.

        As provided in the Rights Agreement, the Purchase Price and the number 
and kind of shares of Preferred Stock or other securities which may be 
purchased upon the exercise of the Rights evidenced by this Rights Certificate 
are subject to modification and adjustment upon the happening of certain 
events, including Triggering Events.

        This Rights 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 Rights Certificates, 
which limitations of rights include the temporary suspension of the 
exercisability of such Rights under the specific circumstances set forth in 
the Rights Agreement.  Copies of the Rights Agreement are on file at the 
above-mentioned office of the Rights Agent and are also available upon written 
request to the Rights Agent.



        This Rights Certificate, with or without other Rights Certificates, 
upon surrender at the principal office or offices of the Rights Agent 
designated for such purpose, may be exchanged for another Rights Certificate 
or Rights Certificates of like tenor and date evidencing Rights entitling the 
holder to purchase a like aggregate number of one three-hundredths of a share 
of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights 
Certificates surrendered shall have entitled such holder to purchase.  The 
Rights evidenced by this Rights Certificate may be transferred, in whole or in 
part, upon surrender of this Rights Certificate at the principal office or 
offices of the Rights Agent designated for such purpose, with the Form of 
Assignment and related Certificate duly executed.  If the Rights evidenced by 
this Rights Certificate shall be transferred or exercised in part, the holder 
shall be entitled to receive upon surrender hereof another Rights Certificate 
or Rights Certificates for the number of whole Rights not transferred or 
exercised.

        Subject to the provisions of the Rights Agreement, the Rights 
evidenced by this Certificate may generally be redeemed by the Company at its 
option at a redemption price of $.01 per Right at any time on or before the 
earlier of the close of business on (i) the tenth business day following the 
Stock Acquisition Date (as such time period may be extended pursuant to the 
Rights Agreement) and (ii) the Final Expiration Date.  The foregoing 
notwithstanding, the Rights generally may not be redeemed for one hundred and 
twenty (120) days following a change in a majority of the Board as a result of 
a proxy contest.

        No fractional shares of Preferred Stock will be issued upon the 
exercise of any Right or Rights evidenced hereby (other than fractions which 
are integral multiples of one three-hundredth of a share of Preferred Stock, 
which may, at the election of the Company, be evidenced by depositary 
receipts), but in lieu thereof a cash payment will be made, as provided in the 
Rights Agreement.

        No holder of this Rights Certificate shall be entitled to vote or 
receive dividends or be deemed for any purpose the holder of shares of 
Preferred 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 
Rights Certificate shall have been exercised as provided in the Rights 
Agreement.




        This Rights Certificate shall not be valid or obligatory for any 
purpose until it shall have been countersigned by the Rights Agent.


        WITNESS the facsimile signature of the proper officers of the Company 
and its corporate seal.


Dated as of _________, ___


ATTEST:                                             XEROX CORPORATION



_________________________                          By ________________________
Secretary                                             Title


Countersigned:


THE FIRST NATIONAL BANK OF BOSTON



By _______________________________
   Authorized Signature




                 [Form of Reverse Side of Rights Certificate]


                           FORM OF ASSIGNMENT


            (To be executed by the registered holder if such
           holder desires to transfer the Rights Certificate.)


        FOR VALUE RECEIVED _______________________________ hereby sells, 
assigns and transfers unto ______________________________________________
_________________________________________________________________________
       (Please print name and address of transferee)
_________________________________________________________________________
this Rights Certificate, together with all right, title and interest therein, 
and does hereby irrevocably constitute and appoint 
_____________________________________________ Attorney, to transfer the within 
Rights Certificate on the books of the within-named Company, with full power 
of substitution.


Dated:______________, ____


                                             ______________________________
                                             Signature


Signature Guaranteed:



______________________________

Signatures must be guaranteed by a member firm of a registered national stock 
exchange, a member of the National Association of Securities Dealers, Inc. or 
a commercial bank or trust company having an office or correspondent in the 
United States.



                                Certificate


        The undersigned hereby certifies by checking the appropriate boxes 
that:

        (1)  this Rights Certificate [ ] is [ ] is not being sold, assigned 
and transferred by or on behalf of a Person who is or was an Acquiring Person 
or an Affiliate or Associate of any such Acquiring Person (as such terms are 
defined pursuant to the Rights Agreement);

        (2)  after due inquiry and to the best knowledge of the undersigned, 
it [ ] did [ ] 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 of an Acquiring Person.



Dated: __________, _____                    ____________________________
                                            Signature

Signature Guaranteed:


______________________________

Signatures must be guaranteed by a member firm of a registered national stock 
exchange, a member of the National Association of Securities Dealers, Inc. or 
a commercial bank or trust company having an office or correspondent in the 
United States.

                                  NOTICE

        The signature to the foregoing Assignment and Certificate must 
correspond to the name as written upon the face of this Rights Certificate in 
every particular, without alteration or enlargement or any change whatsoever.





                        FORM OF ELECTION TO PURCHASE

            (To be executed if holder desires to exercise Rights
                  represented by the Rights Certificate.)

To:  XEROX CORPORATION:

        The undersigned hereby irrevocably elects to exercise ______________  
Rights represented by this Rights Certificate to purchase the shares of 
Preferred Stock issuable upon the exercise of the Rights (or such other 
securities of the Company or of any other person which may be issuable upon 
the exercise of the Rights) and requests that certificates for such shares be 
issued in the name of and deliverable to:

                  Please insert social security
                   or other identifying number

       ___________________________________________________________
                     (Please print name and address)

        If such number of Rights shall not be all the Rights evidenced by this 
Rights Certificate, a new Rights Certificate for the balance of such Rights 
shall be registered in the name of and delivered to:

                Please insert social security
                  or other identifying number

         ____________________________________________________________
                     (Please print name and address)
         ____________________________________________________________

         ____________________________________________________________


Dated:__________, ____

                                              ____________________________
                                              Signature

Signature Guaranteed:

______________________________

Signatures must be guaranteed by a member firm of a registered national stock 
exchange, a member of the National Association of Securities Dealers, Inc. or 
a commercial bank or trust company having an office or correspondent in the 
United States.




                               Certificate


        The undersigned hereby certifies by checking the appropriate boxes 
that:

        (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are 
not being exercised by or on behalf of a Person who is or was an Acquiring 
Person or an Affiliate or Associate of any such Acquiring Person (as such 
terms are defined pursuant to the Rights Agreement);

        (2) after due inquiry and to the best knowledge of the undersigned, it 
[ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate 
from any Person who is, was or became an Acquiring Person or an Affiliate or 
Associate of an Acquiring Person.

Dated: ___________, ____

                                              ___________________________
                                              Signature


Signature Guaranteed:


______________________________

Signatures must be guaranteed by a member firm of a registered national stock 
exchange, a member of the National Association of Securities Dealers, Inc. or 
a commercial bank or trust company having an office or correspondent in the 
United States.


                                 NOTICE


        The signature to the foregoing Election to Purchase and Certificate 
must correspond to the name as written upon the face of this Rights 
Certificate in every particular, without alteration or enlargement or any 
change whatsoever.



                                                                 Exhibit B

                       SUMMARY OF RIGHTS TO PURCHASE

                             PREFERRED STOCK


Dividend of Rights to Purchase Preferred Stock

        On April 7, 1997, the Board of Directors of Xerox Corporation (the 
"Company") declared a dividend distribution of one Right for each outstanding 
share of common stock, par value $1.00 per share, of the Company (the "Common 
Stock") to shareholders of record at the close of business on April 16, 1997 
(the "Record Date").  Each Right entitles the registered holder to purchase 
from the Company one three-hundredth of a share of a series of cumulative 
preferred stock of the Company designated Series A Cumulative Preferred Stock 
(the "Preferred Stock"), at a price of $[    ] (the "Purchase Price"), subject 
to adjustment.  The description and terms of the Rights are set forth in a 
Rights Agreement (the "Rights Agreement") between the Company and The First 
National Bank of Boston, as Rights Agent (the "Rights Agent").

Distribution of the Rights; Rights Certificates

        Until the Distribution Date (or earlier redemption or expiration of 
the Rights), which is defined below, the Rights will be evidenced, with 
respect to any of the Common Stock certificates outstanding prior to the 
Distribution Date, by such Common Stock certificates.  Until the Distribution 
Date, (or earlier redemption or expiration of the Rights), (i) the Rights will 
be transferred with and only with the Common Stock, (ii) new Common Stock 
certificates issued after the Record Date upon transfer, replacement or new 
issuance of Common Stock will be deemed to be issued with Rights and will 
contain a notation incorporating the Rights Agreement by reference and (iii) 
the surrender for transfer of any certificate for Common Stock will also 
constitute the transfer of the Rights associated with the Common Stock 
represented by such certificate.

        As soon as practicable following the Distribution Date, separate 
certificates evidencing the Rights ("Rights Certificates") will be mailed to 
holders of record of the Common Stock as of the close of business on the 
Distribution Date.  From and after the Distribution Date, such separate Rights 
Certificates alone will evidence the Rights.  Except as otherwise determined 
by the Board of Directors, and except in connection with the exercise of 
employee stock options, any other issuance of Common Stock with 



respect to awards outstanding under employee benefit plans outstanding on the 
Distribution Date and in connection with the conversion of convertible 
securities issued after April 7, 1997, only Common Stock issued prior to the 
Distribution Date will be issued with Rights.

Definition of Distribution Date

        "Distribution Date" shall mean the earlier to occur of (i) 10 business 
days following the date of a public announcement that a person, together with 
persons affiliated or associated with it, has acquired beneficial ownership of 
20% or more of the outstanding Common Stock or (ii) 10 business days following 
the earlier of the commencement of, or the first public announcement of the 
intent to commence, a tender offer or exchange offer by a person other than 
the Company if, upon consummation of the offer, such person, together with 
persons affiliated or associated with it, would be the beneficial owner of 20% 
or more of the outstanding Common Stock.

Exercise and Expiration of the Rights

        The Rights are not exercisable until the Distribution Date.  The 
Rights will expire at the close of business on April 16, 2007 (the "Final 
Expiration Date"), unless earlier redeemed or exchanged by the Company as 
described below.

Adjustment of the Purchase Price

        The Purchase Price payable and the number of and kind of shares of 
Preferred Stock or other securities or property issuable upon exercise of the 
Rights are subject to adjustment from time to time to prevent dilution (i) in 
the event of a stock dividend on, or a subdivision, combination or 
reclassification of, the Preferred Stock, (ii) upon the grant to holders of 
the Preferred Stock of certain rights, options or warrants to subscribe for 
Preferred Stock (or shares having the same rights, privileges and preferences 
as the shares of Preferred Stock) at less than the current market price of the 
Preferred Stock or (iii) upon the distribution to holders of the Preferred 
Stock of evidences of indebtedness, securities, cash or assets (excluding 
regular periodic dividends out of earnings or retained earnings) or of 
subscription rights or warrants (other than those referred to above).  With 
certain exceptions, no adjustment in the Purchase Price will be required until 
cumulative adjustments require an adjustment of at least 1% in the Purchase 
Price.  No fractional shares of Preferred Stock will be issued upon the 
exercise of any Right or Rights (other than fractions which are integral 
multiples of one three-hundredth of a share of Preferred Stock), and in lieu 
thereof an 



adjustment in cash will be made based on the current market price of the 
Preferred Stock on the last trading day prior to the date of exercise.

Effect of a Triggering Event

        Any of the events described in the succeeding second and fourth 
paragraphs are defined as a "Triggering Event."

        "Acquiring Person" shall mean any person who constitutes an 
"Interested Shareholder" as defined in Section 912 of the New York Business 
Corporation Law, in effect from time to time, (generally defined to include 
any person who or which, together with all persons affiliated or associated 
with it, shall be the beneficial owner of 20% or more of the shares of Common 
Stock then outstanding), but shall not include the Company, any subsidiary of 
the Company, any employee benefit plan of the Company or of any subsidiary of 
the Company, or any person or entity organized, appointed or established by 
the Company for or pursuant to the terms of any such plan.  

        In the event that a person, together with persons affiliated or 
associated with it, becomes an Acquiring Person (except pursuant to an offer 
for all outstanding shares of Common Stock that the independent directors 
determine to be fair and adequate to shareholders and otherwise in the best 
interests of the Company and its shareholders or as a result of repurchases of 
stock by the Company or certain inadvertent actions by institutional or 
certain other shareholders), proper provision shall be made so that each 
holder of a Right, except as provided below, shall thereafter have the right 
to receive, upon exercise thereof, Common Stock (or, in certain circumstances 
as determined by the Company, other securities, cash, or other property) 
having a value of two times the Purchase Price.  Notwithstanding any of the 
foregoing, following the occurrence of the event set forth in this paragraph, 
all Rights that are, or (under certain circumstances set forth in the Rights 
Agreement) were, beneficially owned by any Acquiring Person (or by certain 
related parties and transferees) will be null and void.  Rights are not 
exercisable following the occurrence of the event set forth above until such 
time as the Rights are no longer redeemable by the Company, as set forth 
below.

        For example, at an exercise price of $[X] per Right, each Right not 
owned by an Acquiring Person (or by certain related parties and transferees) 
following an event set forth in the preceding paragraph would entitle its 
holder to purchase $[2X] worth of Common Stock (or other consideration, as 
noted above) for $[X].  Assuming that the Common Stock had a per share value 
of $[X/3] at such time, the holder of each valid Right would be entitled to 
purchase 6 shares of Common Stock for $[X].



        In the event that, at any time following the Stock Acquisition Date, 
which is defined below, (i) the Company is acquired in a merger or other 
business combination transaction in which the Company is not the surviving 
corporation (other than a merger which follows an offer described in the 
second preceding paragraph), or (ii) fifty percent (50%) or more of the 
Company's assets, cash flow or earning power is sold or transferred, proper 
provision shall be made so that each holder of a Right (other than Rights that 
theretofore become null and void as described in the second preceding 
paragraph) shall thereafter have the right to receive, upon exercise thereof, 
common stock of the acquiring company having a value equal to two times the 
exercise price of the Right.

Redemption of the Rights

        At any time until the close of business on the tenth business day 
following the date of a public announcement that a person has become an 
Acquiring Person (the "Stock Acquisition Date"), the Company may redeem all, 
but not less than all, the then outstanding Rights at a redemption price of 
$.01 per Right (the "Redemption Price").  Immediately upon the action of the 
Board of Directors of the Company ordering redemption of the Rights, the 
Rights will terminate and the only right of the holder of Rights will be to 
receive the Redemption Price.  The foregoing notwithstanding, the Rights 
generally may not be redeemed for one hundred and twenty (120) days following 
a change in the majority of the Board of Directors of the Company as a result 
of a proxy contest.

Exchange of the Rights

        At any time after the acquisition by a person or group of affiliated 
or associated persons of beneficial ownership of 20% or more of the 
outstanding shares of Common Stock 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 may exchange the Rights (other than Rights owned by such person 
or group which have become void), in whole or in part, at an exchange ratio of 
one share of Common Stock, or one three-hundredth of a share of Preferred 
Stock (or of a share of a class or series of the Company's preferred stock 
having equivalent rights, preferences and privileges), per Right (subject to 
adjustment).

Amendment of the Rights Agreement

        Any of the provisions of the Rights Agreement may be amended by the 
Board of Directors of the Company prior to the Distribution Date.  Thereafter, 
the provisions of the Rights Agreement may be amended by the Board of 
Directors of the Company in 



order to (i) cure any ambiguity, (ii) shorten or lengthen any time period 
under the Rights Agreement, or (iii) make changes that will not adversely 
affect the interests of the holders of Rights; provided such lengthening is 
for the purpose of protecting, enhancing or clarifying the rights of, and/or 
the benefits to, the holders of Rights, and further; provided, that no 
amendment may be made at such time as the Rights are not redeemable.

Exercise of the Right entitles the Right holder to the rights of a shareholder

        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.  While the distribution of the Rights 
will not be taxable to shareholders or to the Company, shareholders may, 
depending on the circumstances, recognize taxable income in the event that the 
Rights become exercisable for Common Stock (or other consideration) of the 
Company or for common stock of the acquiring company as set forth above.

Copy of the Rights Agreement available

        A copy of the Rights Agreement has been filed with the Securities and 
Exchange Commission as an Exhibit to a Current Report on Form 8-K.  A copy of 
the Rights Agreement will be 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 
incorporated herein by reference.