8-A12B

                                                 SECURITIES AND EXCHANGE COMMISSION
                                                       Washington, D.C.  20549


                                                                                  

                                                              FORM 8-A


                                          FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                                               PURSUANT TO SECTION 12(b) OR (g) OF THE
                                                   SECURITIES EXCHANGE ACT OF 1934

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


                                                                        

Virginia                                                                   13-5652423     
(State of incorporation or organization)                                   (IRS Employer
                                                                           Identification No.)



1600 Valley Road, Wayne, New Jersey                                        07470         
(Address of principal executive offices)                                   (Zip Code)





                                  Securities to be registered pursuant to Section 12(b) of the Act:



                                                         
Title of each class                                         Name of each exchange on which
to be so registered                                         each class is to be registered

Rights to Purchase Shares                                   New York Stock Exchange
of Series A Junior Participating                            Pacific Stock Exchange
Preferred Stock, par value
$1.00 per share.

                                  Securities to be registered pursuant to Section 12(g) of the Act:

                                                               None  
                                                          (Title of Class)

 
Item 1.  Description of Securities to be Registered


          On November 28, 1995, the Board of Directors of Union Camp
Corporation, a corporation organized under the laws of Virginia (the
"Company"), declared a dividend distribution as of the Close of Business on




February 26, 1996, of one Right for each outstanding share of common stock,
par value $1.00 per share (the "Common Stock"), of the Company to stockholders
of record at the Close of Business on February 15, 1996 (the "Record Date"). 
Each Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Junior Participating Preferred Stock,
par value $1.00 per share (the "Preferred Stock") at a price (the "Purchase
Price") of $175 per one-thousandth of a share of Preferred Stock (such
fraction, the "Preferred Stock Fraction"), subject to adjustment.  The
Purchase Price shall be paid, at the option of the holder, in cash or by
certified bank check or money order payable to the order of the Company, or
shares of Common Stock having a value at the time of exercise equal to the
Purchase Price.  The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Company and The Bank of
New York, as Rights Agent.  The term "Close of Business" means 5:00 p.m., New
York City time.

          Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate
certificates evidencing the Rights (the "Rights Certificates") will be
distributed.  The Rights will separate from the Common Stock and a dis-
tribution of the Rights Certificates will occur (the "Distribution Date") upon
the earlier of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons other than Exempt Persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date"), or (ii) 10 Business Days (or such later date as may be
determined by the Company's Board of Directors prior to such time as any
person becomes an Acquiring Person) following the commencement of a tender
offer or exchange offer that would result in a person or group beneficially
owning 15% or more of such outstanding shares of Common Stock.  Until the
Distribution Date, (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after the Record Date
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with
the Common Stock represented by such certificate.

          Exempt Person means (x) any Person who would otherwise be an
Acquiring Person, whom the Board of Directors of the Company determines in
good faith has become such inadvertently (including, without limitation,
because (A) such person was unaware that he or it beneficially owned a
percentage of Common Stock that would otherwise cause such person to be an
Acquiring Person or (B) such Person was aware of the extent of his or its
beneficial ownership but had no actual knowledge of the consequences of such
beneficial ownership under the Rights Agreement) and if such person, either
prior to or as promptly as practicable after being advised of such
determination, divests himself or itself of beneficial ownership of a
sufficient number of shares of Common Stock so that such person would no
longer be an Acquiring Person, in which case such person shall not be deemed
to be or to have become an Acquiring Person for any purposes of the Rights
Agreement or (y) any Person designated as an Exempt Person by the Board of
Directors pursuant to an amendment to the Rights Agreement described below.

          The Rights are not exercisable until the Distribution Date and will
expire at the Close of Business on February 26, 2006, unless earlier redeemed
by the Company as described below.

          As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the




Close of Business on the Distribution Date, and thereafter such separate
Rights Certificates alone will represent the Rights.  Except as otherwise
determined by the Board of Directors, only shares of Common Stock issued prior
to the Distribution Date will be issued with Rights.

          In the event that, at any time following the Distribution Date, a
person becomes the beneficial owner of more than 15% of the then outstanding
shares of Common Stock (other than pursuant to an offer for all outstanding
shares of Common Stock at a price and on terms which the majority of the
directors of the Company, who are not affiliated with such Acquiring Person,
determine to be fair to, and otherwise in the best interests of,
stockholders), the Rights Agreement provides that proper provision shall be
made so that each holder of a Right will thereafter have the right to receive,
upon exercise, Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the
exercise price of the Right.  Alternatively, if the Rights become exercisable
as set forth in this paragraph, the Company by action of the majority of its
Board of Directors may provide that each Right shall be exchanged for one
share of Common Stock upon the surrender to the Company of the Rights so
exercised and without other payment of the Purchase Price; provided that the
Board of Directors shall not be able to effect such exchange at any time after
any Person (other than the Company or certain other related parties), together
with all Affiliates and Associates of such Person, beneficially own 50% or
more of the shares of Common Stock then outstanding.  The only right of a
holder of Rights following the Company's election to provide for such exchange
shall be to receive the above-described securities.  Notwithstanding any of
the foregoing, following the occurrence of any of the events set forth in this
paragraph, all Rights that are, or (under certain circumstances specified in
the Rights Agreement) were, beneficially owned by any Acquiring Person will be
null and void.

          For example, at an exercise price of $175 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an
event set forth in the preceding paragraph would entitle its holder to pur-
chase $350 worth of Common Stock (or other consideration, as noted above) for
$175.  Assuming that the Common Stock had a per share value of $70 at such
time, the holder of each valid Right would be entitled to purchase five shares
of Common Stock for $175.  Alternatively, the Company could permit the holder
to surrender each Right in exchange for one share of Common Stock (with a
value of $70) without the payment of any consideration other than the
surrender of the Right.

          In the event that, at any time following the Stock Acquisition Date,
(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 described in the second preceding paragraph), (ii) the Company
engages in a merger or consolidation with another person in which the Company
is the surviving corporation, but in which all or part of its Common Stock is
changed or exchanged, (iii) the Company is a partner to a statutory share
exchange with any person after which the Company is a subsidiary of any other
person or (iv) 50% or more of the Company's assets or earning power is sold or
transferred (except with respect to clauses (i) and (ii) and (iii), a merger
or consolidation (a) which follows an offer described in the second preceding
paragraph and (b) in which the amount and form of consideration is the same as
was paid in such offer), each holder of a Right (except Rights which
previously have been voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the acquiring company having
a value equal to twice the exercise price of the Right.  The events set forth
in this paragraph and in the second preceding paragraph are referred to as the
"Triggering Events."




          The Purchase Price payable, and the number of Preferred Stock
Fractions 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 or other capital stock, (ii) if
holders of the Preferred Stock are granted certain rights or warrants to
subscribe for Preferred Stock or other capital stock or convertible securities
at less than the current market price of the Preferred Stock or other capital
stock or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding regular quarterly cash
dividends) 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 amount to at least 1% of the Purchase
Price.  No fractional shares of Preferred Stock (other than fractions which
are integral multiples of one-one thousandth of a share) will be issued and,
in lieu thereof, an adjustment in cash will be made based on the market price
of the Preferred Stock on the last trading date prior to the date of exercise.

          At any time prior to the earlier of (i) the date on which a Section
11(a)(ii) Event occurs and (ii) the Expiration Date, the Board of Directors of
the Company may redeem the Rights, in whole but not in part, at a price of
$0.001 per Right, payable in cash or securities or both (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 holders of Rights will be to receive the Redemption Price.

          Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder 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 stockholders or to the Company, stockholders may,
depending upon 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.

          Other than those provisions relating to the principal economic
terms, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date.  After the
Distribution Date, the provisions of the Rights Agreement may be amended by
the Board of Directors in order to cure any ambiguity, to designate as an
Exempt Person any person who (A) is permitted to report beneficial ownership
of securities (including Common Stock) on Schedule 13G promulgated under the
Securities Exchange Act of 1934, as amended and (B) to the extent required by
the Board of Directors of the Company (i) agrees to reduce its beneficial
ownership below 15% in a manner satisfactory to the Board of Directors of the
Company and does so reduce its beneficial ownership or (ii) agrees to such
conditions to retaining beneficial ownership as the Board of Directors of the
Company (in its sole discretion) deems necessary or advisable (which
designation shall be deemed not to adversely affect the interests of the
holders of Rights Certificates), and to make such other changes which do not
adversely affect the interests of holders of Rights (excluding the interests
of any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, no amendment to adjust the time period
governing redemption may be made at such time as the Rights are not
redeemable.

          As of January 31, 1996 there were 69,118,273 shares of Common Stock
outstanding, 0 shares in the treasury, and 4,854,157 shares reserved for
issuance under stock option plans.  Each outstanding share of Common Stock on




February 15, 1996 will receive one Right.  As long as the Rights are attached
to the shares of Common Stock and in certain other limited circumstances, the
Company will issue one Right with each new share of Common Stock so that all
such shares will have attached rights.  125,000 shares of Preferred Stock will
initially be reserved for issuance upon exercise of the Rights.

          The Rights have certain anti-takeover effects.  The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company without conditioning the offer on the Rights being redeemed or a
substantial number of Rights being acquired.  The Rights should not interfere
with any merger or other business combination approved by the Board of
Directors of the Company.

          The form of Rights Agreement between the Company and the Rights
Agent specifying the terms of the Rights, which includes as Exhibits the
Articles of Amendment of the Articles of Incorporation of Union Camp
Corporation, setting forth the terms of the Preferred Stock, the form of
Rights Certificate and the form of Summary of Rights to Purchase Preferred
Shares, is attached hereto as an Exhibit and incorporated herein by reference. 
The foregoing description of the Rights is qualified by reference to such
Exhibit.

Item 2.  Exhibits.

     (1)  Form of Rights Agreement, dated as of January 25, 1996, between
          Union Camp Corporation and The Bank of New York, which includes as
          Exhibit A the Articles of Amendment of the Articles of Incorporation
          of Union Camp Corporation, setting forth the terms of the Preferred
          Stock, as Exhibit B the Form of Rights Certificate and as Exhibit C
          the Summary of Rights to Purchase Preferred Stock.  Pursuant to the
          Rights Agreement, Rights certificates will not be mailed until after
          the earlier of (i) the tenth day after the Stock Acquisition Date or
          (ii) the tenth business day (or such later date as may be determined
          by the Company's Board of Directors prior to such time as any Person
          becomes an Acquiring Person) after the date of the commencement of a
          tender or exchange offer by any person or group, if, upon
          consummation thereof, such person or group would be the beneficial
          owner of 15% or more of such outstanding Common Stock.
                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

                            UNION CAMP CORPORATION



Date:  February 19, 1996    By  /s/ Dirk R. Soutendijk
                            Name:  Dirk R. Soutendijk, Esq.
                            Title: Vice President, General Counsel 
                                    and Secretary

EX-99

                              [EXECUTION COPY] 










                                                           







                            UNION CAMP CORPORATION

                                      and

                             THE BANK OF NEW YORK

                                 Rights Agent



                               ________________




                               Rights Agreement

                         Dated as of January 25, 1996





                                                           



                               TABLE OF CONTENTS




                                                                                                         Page


                                                                                                     
Section 1.  Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              1

Section 2.  Appointment of Rights Agent . . . . . . . . . . . . . . . . . . . . . . . . . .              6

Section 3.  Issue of Rights Certificates  . . . . . . . . . . . . . . . . . . . . . . . . .              6

Section 4.  Form of Rights Certificates . . . . . . . . . . . . . . . . . . . . . . . . . .              8

Section 5.  Countersignature and Registration . . . . . . . . . . . . . . . . . . . . . . .              9




Section 6.  Transfer, Split Up, Combination 
         and Exchange of Rights Certificates; 
         Mutilated, Destroyed, Lost or Stolen 
         Rights Certificates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              10

Section 7.  Exercise of Rights; Purchase 
         Price; Expiration Date of Rights . . . . . . . . . . . . . . . . . . . . . . . . .              11

Section 8.  Cancellation and Destruction of 
         Rights Certificates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              14

Section 9.  Reservation and Availability of 
         Capital Stock; Registration of Securities  . . . . . . . . . . . . . . . . . . . .              14

Section 10.  Preferred Stock Record Date  . . . . . . . . . . . . . . . . . . . . . . . . .              16

Section 11.  Adjustment of Purchase Price, 
         Number and Kind of Shares or Number of Rights  . . . . . . . . . . . . . . . . . .              17

Section 12.  Certificate of Adjusted Purchase 
         Price or Number of Shares  . . . . . . . . . . . . . . . . . . . . . . . . . . . .              29

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

Section 14.  Fractional Rights and Fractional Shares  . . . . . . . . . . . . . . . . . . .              33

Section 15.  Rights of Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              35

Section 16.  Agreement of Rights Holders  . . . . . . . . . . . . . . . . . . . . . . . . .              35

Section 17.  Rights Certificate Holder 
         Not Deemed a Stockholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              36

Section 18.  Concerning the Rights Agent  . . . . . . . . . . . . . . . . . . . . . . . . .              37

Section 19.  Merger or Consolidation or 
         Change of Name of Rights Agent   . . . . . . . . . . . . . . . . . . . . . . . . .              37

Section 20.  Duties of Rights Agent   . . . . . . . . . . . . . . . . . . . . . . . . . . .              38

Section 21.  Change of Rights Agent   . . . . . . . . . . . . . . . . . . . . . . . . . . .              41

Section 22.  Issuance of New Rights Certificates  . . . . . . . . . . . . . . . . . . . . .              42

Section 23.  Redemption and Termination   . . . . . . . . . . . . . . . . . . . . . . . . .              43

Section 24.  Notice of Certain Events   . . . . . . . . . . . . . . . . . . . . . . . . . .              43

Section 25.  Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              45

Section 26.  Supplements and Amendments . . . . . . . . . . . . . . . . . . . . . . . . . .              45

Section 27.  Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              46

Section 28.  Determinations and Actions by the 
         Board of Directors, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              46

Section 29.  Benefits of this Agreement   . . . . . . . . . . . . . . . . . . . . . . . . .              47




Section 30.  Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              47

Section 31.  Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              48

Section 32.  Counterparts   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              48

Section 33.  Descriptive Headings   . . . . . . . . . . . . . . . . . . . . . . . . . . . .              48


Exhibit A -- Form of Articles of Amendment

Exhibit B -- Form of Rights Certificate

Exhibit C -- Form of Summary of Rights



 

                               RIGHTS AGREEMENT
          RIGHTS AGREEMENT, dated as of January 25, 1996 (the "Agreement"),
between Union Camp Corporation, a Virginia corporation (the "Company"), and
The Bank of New York, a New York banking corporation (the "Rights Agent").
                             W I T N E S S E T H :
          WHEREAS, on November 28, 1995, the Board of Directors of the Company
authorized and declared a dividend distribution as of the Close of Business
(as hereinafter defined) on February 26, 1996, (the "Effective Date") of one
Right for each share of common stock, par value $1.00 per share, of the
Company (the "Common Stock") outstanding at the Close of Business on February
15, 1996 (the "Record Date"), and has authorized the issuance of one Right (as
such number may be hereinafter adjusted pursuant to the provisions of Section
11(p) hereof) for each share of Common Stock of the Company issued or
delivered between the Record Date and the Distribution Date, each Right
initially representing the right to purchase one Preferred Stock Fraction (as
hereinafter defined), upon the terms and subject to the conditions hereinafter
set forth (individually a "Right" and collectively 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 or which, together
     with all Affiliates and Associates of such Person, shall be the
     Beneficial Owner of 15% or more of the shares of Common Stock then
     outstanding, but shall not include (i) the Company, (ii) any Subsidiary
     of the Company, (iii) any employee benefit plan or employee stock plan of
     the Company or of any Subsidiary of the Company, (iv) any dividend
     reinvestment plan of the Company, (v) any Person or entity organized,
     appointed or established by the Company for, or pursuant to the terms of,
     any such plan or (vi) any Exempt Person.  Notwithstanding the foregoing,
     no Person shall become an "Acquiring Person" as the result of an
     acquisition of Common Stock by the Company which, by reducing the number
     of shares outstanding, increases the proportionate number of shares
     beneficially owned by such Person to 15% or more of the Common Stock of
     the Company then outstanding; provided, however, that if a Person shall
     become the Beneficial Owner of 15% or more of the Common Stock of the
     Company then outstanding by reason of such an acquisition and shall,
     after such acquisition, become the Beneficial Owner of any additional




     shares of Common Stock, then such Person shall be deemed to be an
     "Acquiring Person."

          (b)  "Affiliate" and "Associate" shall have the respective meanings
     ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
     under the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), as in effect on the date of this Agreement.

          (c)  A Person shall be deemed the "Beneficial Owner" of, and shall
     be deemed to "beneficially own," any securities:

              (i)   which such Person or any of such Person's Affiliates or
          Associates, directly or indirectly, has the right or obligation to
          acquire (whether such right is exercisable immediately or only after
          the passage of time) pursuant to any agreement, arrangement or
          understanding (whether or not in writing) or upon the exercise of
          conversion rights, exchange rights, rights, warrants or options, or
          otherwise; provided, however, that a Person shall not be deemed the
          "Beneficial Owner" of, or to "beneficially own," (A) securities
          tendered pursuant to a tender or exchange offer made by such Person
          or any of such Person's Affiliates or Associates until such tendered
          securities are accepted for purchase or exchange or (B) at any time
          prior to the occurrence of a Triggering Event, securities issuable
          upon exercise of the Rights or (C) from and after the occurrence of
          a Triggering Event, securities issuable upon exercise of Rights
          which 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;

             (ii)   which such Person or any of such Person's Affiliates or
          Associates, directly or indirectly, has the right to vote or dispose
          of or has "beneficial ownership" of (as determined pursuant to Rule
          13d-3 of the General Rules and Regulations under the Exchange Act or
          any successor provision thereof), including pursuant to any
          agreement, arrangement or understanding, whether or not in writing;
          provided, however, that a Person shall not be deemed the "Beneficial
          Owner" of, or to "beneficially own," any security under this
          subparagraph (ii) as a result of an agreement, arrangement or under-
          standing to vote such security if such agreement, arrangement or
          understanding:  (A) arises solely from a revocable proxy given in
          response to a public proxy or consent solicitation made pursuant to,
          and in accordance with, the applicable provisions of the General
          Rules and Regulations under the Exchange Act, and (B) is not also
          then reportable by such Person on Schedule 13D under the Exchange
          Act (or any comparable or successor report); or

            (iii)   which are beneficially owned, directly or indirectly, by
          any other Person (or any Affiliate or Associate thereof) with which
          such Person (or any of such Person's Affiliates or Associates) has
          any agreement, arrangement or understanding (whether or not in
          writing), but excluding customary agreements with and between
          underwriters and selling group members with respect to a bona fide
          public offering of securities until the expiration of forty days
          after the date of such acquisition, for the purpose of acquiring,
          holding, voting (except pursuant to a revocable proxy as described
          in the proviso to subparagraph (ii) of this paragraph (c) or
          disposing of any voting securities of the Company.




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

          (e)  "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.

          (f)  "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 secu-
     rities or other equity interest having power to control or direct the
     management, of such Person.

          (g)  "Distribution Date" shall have the meaning set forth in Section
     3(a) hereof.

          (h)  "Effective Date" shall have the meaning set forth in the first
     Whereas clause.

          (i)  "Exempt Person" shall mean (x) any Person who would otherwise
     be an Acquiring Person, whom the Board of Directors of the Company
     determines in good faith has become such inadvertently (including,
     without limitation, because (A) such Person was unaware that he or it
     Beneficially Owned a percentage of Common Stock that would otherwise
     cause such person to be an Acquiring Person or (B) such Person was aware
     of the extent of his or its Beneficial Ownership but had no actual
     knowledge of the consequences of such Beneficial Ownership under this
     Agreement) and if such Person, either prior to or as promptly as
     practicable after being advised of such determination, divests himself or
     itself of Beneficial Ownership of a sufficient number of shares of Common
     Stock so that such Person would no longer be an Acquiring Person, in
     which case such Person shall not be deemed to be or to have become an
     Acquiring Person for any purposes of this Agreement or (y) any Person
     designated as such pursuant to Section 26.

          (j)  "Expiration Date" shall have the meaning set forth in Section
     7(a) hereof.

          (k)  "Final Expiration Date" shall have the meaning set forth in
     Section 7(a) hereof.

          (l)  "Person" shall mean any individual, firm, corporation,
     partnership or other entity.

          (m)  "Preferred Stock" shall mean shares of Series A Junior
     Participating Preferred Stock, par value $1.00 per share, of the Company
     having the rights, powers and preferences set forth in the form of
     Articles of Amendment attached hereto as Exhibit A.

          (n)  "Preferred Stock Fraction" shall mean one one-thousandth
     (1/1000) of a share of Preferred Stock.

          (o)  "Record Date" shall have the meaning set forth in the first
     Whereas clause.

          (p)  "Section 11(a)(ii) Event" shall mean the event described in
     Section 11(a)(ii) hereof.




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

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

          (s)  "Subsidiary" shall mean, with reference to any Person, any
     corporation or other entity of which securities or other ownership
     interests having ordinary voting power, in the absence of contingencies,
     to elect at least a majority of the directors or Persons performing
     similar functions is beneficially owned, directly or indirectly, by such
     Person, or which is otherwise controlled by such Person.

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

          Unless otherwise specified, where reference is made in this
Agreement to sections of, and the General Rules and Regulations under, the
Exchange Act, such reference shall mean such sections and rules as amended
from time to time and any successor provisions thereto.

          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 holders of 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.

          Section 3.  Issue of Rights Certificates.  (a)  Until the Close of
Business on the earlier of (i) the tenth day after the Stock Acquisition Date
(or, if the tenth day after the Stock Acquisition Date occurs before the
Record Date, the Close of Business on the Effective Date) or (ii) the tenth
business day (or such later date as may be determined by the Company's Board
of Directors prior to such time as any Person becomes an Acquiring Person)
after the date that a tender or exchange offer by any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan, employee
stock plan or dividend reinvestment 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) is first
published or sent or given within the meaning of Rule 14d-2(a) of the General
Rules and Regulations under the Exchange Act, if upon consummation thereof,
such Person would be the Beneficial Owner of 15% or more of the shares of
Common Stock then outstanding (the earlier of (i) and (ii) being herein
referred to as the "Distribution Date"), (x) the Rights will be evidenced
(subject to the provisions of paragraph (b) and (c) of this Section 3) 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 (y) the
Rights will be transferable only in connection with the transfer of the under-
lying 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, postage prepaid mail, to each such 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 Right
Certificates, in substantially the form of Exhibit B hereto (individually a
"Rights Certificate" and collectively 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)  As promptly as practicable following the Record Date, the
Company will send a copy of a Summary of Rights to Purchase Preferred Stock,
in substantially the form attached hereto as Exhibit C (the "Summary of
Rights"), by first-class, postage prepaid mail, to each record holder of the
Common Stock as of the Close of Business on the Record Date, at the address of
such holder shown on the records of the Company.  With respect to certificates
for the Common Stock outstanding on or after the Record Date, until the
Distribution Date, the Rights will be evidenced by such certificates for the
Common Stock and the registered holders of such 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)  Unless the Board of Directors by resolution adopted at or
before the time of the issuance (including pursuant to the exercise of rights
under the Company's benefit plans) of any shares of Common Stock specifies to
the contrary, Rights shall be issued in respect of all shares of Common Stock
which are issued after the Record Date but prior to the earlier of the
Distribution Date or the Expiration Date.  Certificates representing such
shares of Common Stock issued after the Record Date, but prior to the earlier
of the Distribution Date or the Expiration date, shall also be deemed to be
certificates for Rights, and shall bear the following legend:

          This certificate also evidences and entitles the holder hereof to
     certain Rights as set forth in the Rights Agreement between Union Camp
     Corporation (the "Company") and The Bank of New York (the "Rights Agent")
     dated as of January 25, 1996 (as it may be amended, modified or
     supplemented from time to time, 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 Rights will expire on the Close of Business on
     February 26, 2006, unless redeemed prior thereto pursuant to the terms of
     the Rights Agreement.  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, may become null and void.

With respect to such certificates containing the foregoing legend, 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 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.

          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 B 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, (or, in the case of Rights issued with respect to
Common Stock issued by the Company after the Record Date, as of the date of
issuance of such Common Stock), shall note the date of issuance and on their
face shall entitle the holders thereof to purchase such number of Preferred
Stock Fractions as shall be set forth therein at the price set forth therein
(such exercise price per Preferred Stock Fraction, 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) 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 continuing plan, agreement, arrangement or
understanding regarding the transferred Rights or (B) a transfer which the
Board of Directors of the Company has determined is part of a plan, agreement,
arrangement or understanding 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
contain (to the extent feasible) 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 may become null and void in the
     circumstances specified in Section 7(e) of such Agreement.

The provisions of Section 7(e) of this Agreement shall be operative whether or
not the foregoing legend is contained on any such Rights Certificates.

          Section 5.  Countersignature and Registration.  (a)  The Rights
Certificates shall be executed on behalf of the Company by its Chairman of the
Board, its President or any Executive Vice President, Senior Vice President or
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 of the Company, either
manually or by facsimile signature.  The Rights Certificates shall be




countersigned by an authorized signatory of the Rights Agent but it shall not
be necessary for the same signatory to countersign all of the Rights
Certificates issued hereunder.  The Rights Certificates shall be manually
countersigned by the Rights Agent 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 signed such Rights Certificates had
not ceased to be such officer of the Company; and any Rights Certificate 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 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 may be transferred, split up, combined or exchanged for
another Rights Certificate or Certificates, entitling the registered holder to
purchase (or receive) a like number of Preferred Stock Fractions (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 of any such
surrendered Rights Certificate until the registered holder shall have com-
pleted and signed the certificate contained in the form of assignment set
forth on the reverse side of each 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) and Section 14 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 from the
holder of the Rights of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer, split up,
combination or exchange of 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 set
forth on the reverse side thereof and the certificate contained therein 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 (except as provided in Section 11(q)) with respect to the total
number of the Preferred Stock Fractions (or Common Stock or other securities
or property, as the case may be) as to which such surrendered Rights are
exercisable, at or prior to the earlier of (i) the Close of Business on
February 26, 2006 (the "Final Expiration Date"), or (ii) the time at which the
Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and
(ii) being herein referred to as the "Expiration Date").

          (b)  The Purchase Price for each Preferred Stock Fraction pursuant
to the exercise of a Right shall initially be $175, and shall be subject to
adjustment from time to time as provided in Section 11 and Section 13(a)
hereof and shall be payable in accordance with paragraph (c) below.

          (c)  Upon receipt of a Rights Certificate representing exercisable
Rights, with the form of election to purchase set forth on the reverse side
thereof and the certificate contained therein duly executed, accompanied by
payment (except as provided in Section 11(q)), with respect to each Right so
exercised, of the Purchase Price per Preferred Stock Fraction (or Common Stock
or other shares, securities or property, as the case may be) to be purchased
as set forth below and an amount equal to any applicable transfer tax, the
Rights Agent, subject to Section 14(b) and Section 20(k) hereof, shall
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 Preferred Stock
Fractions to be purchased and the Company hereby irrevocably authorizes its
transfer agent to comply with all such requests subject to applicable law, 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 Preferred Stock Fractions 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 (including to zero) pursuant
to Section 11(a)(iii) hereof) may be made (x) in cash or by certified bank
check or money order payable to the order of the Company, or (y) by delivery




of a certificate or certificates (with appropriate stock powers executed in
blank attached thereto) evidencing a number of shares of Common Stock equal to
the then Purchase Price divided by the current market price (as determined
pursuant to Section 11(d) hereof) per share of Common Stock on the date of
such exercise.  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.

          (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, (i) any
Rights beneficially owned by an Acquiring Person or any Associate or Affiliate
of an Acquiring Person, (ii) any Rights transferred by an Acquiring Person (or
any such Associate or Affiliate) after the Acquiring Person becomes such, or
(iii) any Rights transferred by an Acquiring Person (or any such Associate or
Affiliate) prior to or concurrently with the Acquiring Person becoming such
and if the transferee 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 continuing plan, agreement, arrangement or
understanding regarding the transferred Rights or (B) a transfer which the
Board of Directors of the Company has determined is part of a plan, agreement,
arrangement or understanding 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 have any rights whatsoever with
respect to such Rights, whether under any provision of this Agreement or
otherwise.  The Company shall use all reasonable efforts to ensure 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 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 pur-
chased 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;
Registration of Securities.  (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) the number of shares of Preferred Stock (and,
following the occurrence of a Triggering Event, Common Stock and/or other
securities) that, except as provided in Section 11(a)(iii) hereof, 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 (or
other securities) reserved for such issuance to be listed on such exchange
upon official notice of issuance upon such exercise.

          (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 pursuant to this
Agreement (including in accordance with Section 11(a)(iii) hereof), or as soon
as is required by law or regulation following the Distribution Date, as the
case may be, a registration statement or statements under the Securities Act
of 1933 (the "Securities Act"), with respect to the shares of Common Stock or
other securities purchasable upon exercise of the Rights on an appropriate
form or forms, (ii) cause such registration statement or statements to become
effective as soon as practicable after such filing, and (iii) cause such
registration statement or statements 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, and notify the Rights
Agent, 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.  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 shall not have been obtained or the
exercise thereof would be in violation of applicable law.

          (d)  The Company covenants and agrees that it will take all such
action as may be necessary to ensure that all Preferred Stock Fractions (and,
following the occurrence of a Triggering Event, Common Stock and/or other
securities)  delivered upon exercise of 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 shares 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 Preferred Stock Fractions (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 Certificates evidencing Rights surrendered for exercise or to issue
or deliver any certificates for a number of Preferred Stock Fractions (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 Preferred Stock Fractions (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
such Preferred Stock Fractions (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 (fractional or otherwise) 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 stockholder of the
Company with respect to shares (fractional or otherwise) 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 or other capital 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 con-
tinuing or surviving corporation), except as otherwise provided in Section
11(a)(ii) 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 (or other capital stock, as the case may be) transfer books of the
Company were open, he 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)  In the event any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan or employee stock plan of
the Company or of any Subsidiary of the Company, any dividend reinvestment
plan 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),
alone or together with its Affiliates and Associates, shall, at any time after
the Close of Business on the Effective Date, becomes an Acquiring Person,
unless the event causing such threshold to be crossed is a transaction set
forth in Section 13(a) hereof or is an acquisition of Common Stock pursuant to
a tender offer or 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 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 to stockholders
(taking into account all factors which such members of the Board of Directors
of the Company deem relevant including, without limitation, the long-term
prospects and value of the Company and the 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 stockholders, then, promptly following the first occurrence of
an event described in this Section 11(a)(ii), proper provision shall be made
so that each holder of a Right (except as provided in Section 11(a)(iii), 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 shares 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 then number of
Preferred Stock Fractions for which a Right was exercisable by such holder
immediately prior to the first occurrence of a Section 11(a)(ii) Event, and
(y) dividing that product (such product, following such first occurrence,
shall thereafter be referred to as the "Purchase Price" for each Right and for
all purposes of this Agreement) by 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 of Common Stock is herein called
the "Adjustment Shares").

          (iii)  In the event that the number of shares of Common Stock which
are authorized by the Company's articles 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), and subject to
such limitations as are necessary to prevent a default under any agreement for
money borrowed as presently constituted to which the Company is a party and
subject to any limitations contained in Section 13.1-653 of the Virginia Stock
Corporation Act, 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, make adequate provision to substitute for the
Adjustment Shares, upon 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, preferred shares or
Preferred Stock Fractions) which the Board of Directors of the Company has
deemed to have the same value as shares of Common Stock (such shares, "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, where such aggregate value has been determined by the Board of
Directors of the Company based upon the advice of an investment banking firm
selected by the Board of Directors of the Company; provided, however, if the
Company shall not have made adequate provision to deliver value pursuant to
clause (B) above within thirty (30) days following the first occurrence of a
Section 11(a)(ii) Event (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 securities
and/or assets in the aggregate are 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 following the first occurrence of a Section 11(a)(ii) Trigger Date, in
order that the Company may seek shareholder approval for the authorization of
such additional shares (such period, as it may be extended, 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 any 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 the Common Stock shall
be the current market price (as determined pursuant to Section 11(d) hereof)
per share of the Common Stock on the date of the first occurrence of a Section
11(a)(ii) Trigger Date and the value of any "common stock equivalent" shall be
deemed to have the same value as the Common Stock on such date.

          (iv)  If the rules of the national securities exchange, registered
as such pursuant to Section 6 of the Exchange Act, or of the national
securities association, registered as such pursuant to Section 15A of the
Exchange Act, on which the shares of Common Stock are principally traded would
prohibit such exchange or association from listing or continuing to list, or
from authorizing for or continuing quotation and/or transaction reporting
through an inter-dealer quotation system, the shares of Common Stock or other
equity securities of the Company if the Rights were to be exercised for shares
of Common Stock in accordance with subparagraph (ii) of this Section 11(a)
because such issuance would nullify, restrict or disparately reduce the per
share voting rights of holders of shares of Common Stock or for any other
reason, the Company shall:  (A) determine the Spread and (B) with respect to
each Right, make adequate provision to substitute for the Adjustment Shares,
upon payment of the applicable Purchase Price, (1) cash, (2) equity securities
of the Company, including, without limitation, "common stock equivalents,"
other than securities which would have the effect of nullifying, restricting
or disparately reducing the per share voting rights of holders of shares of




Common Stock or otherwise cause the prohibition described above, (3) debt
securities of the Company, (4) other assets, or (5) any combination of the
foregoing, having an aggregate value equal to the Current Value, where such
aggregate value has been determined by the Board of Directors of the Company
based upon the advice of an investment banking firm selected by the Board of
Directors of the Company; provided, however, if the Company shall not have
made adequate provision to deliver value pursuant to clause (B) above within
thirty (30) days following 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, cash having an
aggregate value equal to the Spread.  To the extent that the Company
determines that an action needs to be taken pursuant to the first sentence of
this Section 11(a)(iv), the Company (x) shall provide, subject to Section
7(e), that such action shall apply uniformly to all outstanding Rights and (y)
may suspend the exercisability of the Rights, but not longer than ninety (90)
days after the Section 11(a)(ii) Trigger Date, in order 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)(iv), the value of the Common Stock shall be the current market
price (as determined pursuant to Section 11(d) hereof) per share of Common
Stock on the Section 11(a)(ii) Trigger Date and the value of any "common stock
equivalent" shall be deemed to have the same value as the Common Stock on such
date.

          (b)  In case the Company shall fix a record date for the issuance of
rights (other than the 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 contin-
uing corporation) of evidences of indebtedness, cash (other than a regular
quarterly cash dividend paid 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 (as such term is hereinafter defined) 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 then
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.  The closing price for each day shall be the last sale
price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the New York Stock
Exchange or, if the shares of Common Stock 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 shares of Common Stock
are listed or admitted to trading or, if the shares of Common Stock are not
listed or admitted to trading on any national securities exchange, the last
quoted sale 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 shares of Common
Stock 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 Common Stock selected by the Board of Directors of the Company.  If on
any such date no market maker is making a market in the Common Stock, the fair
value of such shares on such date as determined in good faith by the Board of
Directors of the Company shall be used and shall be conclusive for all
purposes.  The term "Trading Day" shall mean a day on which the principal
national securities exchange on which the shares of Common Stock are listed or
admitted to trading is open for the transaction of business or, if the shares
of Common Stock are not listed or admitted to trading on any national
securities exchange, a Business Day.  If the Common Stock is 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.

          (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
(other than the last sentence thereof).  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 Section 11(d)(i), the "current market price" per share of Preferred Stock
shall be conclusively deemed to be an amount equal to 1000 (as such number may
be appropriately adjusted for such events as stock splits, stock dividends and
recapitalization with respect to the Common Stock occurring after the date of
this Agreement) multiplied by the current market price per share of Common
Stock.  If neither the Common Stock nor the Preferred Stock is publicly held
or so listed or traded, "current market price" per share of the Preferred
Stock 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 a
Preferred Stock Fraction shall be equal to the "current market price" of one
share of Preferred Stock divided by 1000.

          (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%) to 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 one cent or to the nearest one ten-thousandth of a share
of Common Stock or other share or one 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)
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), (m) and (q) hereof, 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.

          (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 Preferred Stock
Fractions (or other consideration, as the case may be) 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 there-
after evidence the right to purchase, at the adjusted Purchase Price, that
number of Preferred Stock Fractions (calculated to the nearest one-millionth)
obtained by (i) multiplying (x) the number of Preferred Stock Fractions
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 Preferred Stock Fractions 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 Preferred Stock Fractions for
which a Right was exercisable immediately prior to such adjustment.  Each
Right held of record prior to such adjustment of the number of Rights shall
become that number of Rights (calculated to the nearest one 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 so to be
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 Preferred Stock Fractions issuable upon the exercise of the
Rights, the Rights Certificates theretofore and thereafter issued may continue
to express the Purchase Price per Preferred Stock Fraction and the number of
Preferred Stock Fractions 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 one one-thousandth of the then stated value,
if any, of the number of Preferred Stock Fractions 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 Preferred Stock Fractions 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 the number of Preferred Stock Fractions and other capital stock or secu-
rities of the Company, if any, issuable upon such exercise over and above the
number of Preferred Stock Fractions 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 evi-
dencing such holder's right to receive such additional shares (fractional or
otherwise) of Common Stock and other capital stock or securities upon the
occurrence of the event requiring such adjustment.

          (m)  Anything in this Section 11 to the contrary notwithstanding,
the Board of Directors of 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 in their good faith
judgment the Board of Directors of the Company 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 any shares of
Preferred Stock or securities which by their terms are convertible into or
exchangeable for any shares of Preferred Stock, (iv) stock dividends or (v)
issuance of rights, options or warrants referred to in this Section 11, here-
after made by the Company to holders of its Preferred Stock shall not be
taxable to such stockholders.

          (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 Subsidiary of the Company in a transaction which complies with Section 11(o)
hereof), (ii) merge with or into any other Person (other than a Subsidiary of
the Company in a transaction which complies with Section 11(o) hereof), (iii)
effect a statutory share exchange with any Person (other than a Subsidiary of
the Company in a transaction which complies with Section 11(o) hereof), or
(iv) sell or transfer (or permit any Subsidiary to sell or transfer), in one
transaction, or a series of related transactions, assets or earning power
aggregating more than 50% of the assets or earning power 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), if (x) at the time of or
immediately after such consolidation, merger, statutory share exchange 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, statutory
share exchange 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 Distribution
Date, it will not, except as permitted by Section 23 or Section 26 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 Close of Business on
the Effective Date 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 Common Stock, or (iii) combine the outstanding
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 of 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.

          (q)  In the event that the Rights become exercisable following a
Section 11(a)(ii) Event, the Company by action of a majority of the Board of
Directors, at its option, may provide that each Right, subject to Section
7(e), shall be exchanged for one share of Common Stock (or cash or other
securities or assets to be substituted for the Adjustment Shares pursuant to,
and otherwise within the time period, provided by, subsection 11(a)(iii))
appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof, in consideration of the surrender
to the Company of the Rights so exercised and without other payment of the
Purchase Price.  Upon the Company's election to provide for such exchange, all
Rights shall be terminated and the only right thereafter of a holder of such
Rights shall be to receive the above described securities.  Notwithstanding
the foregoing, the Board of Directors shall not be empowered to effect such
exchange at any time after any Person (other than the Company, any wholly
owned Subsidiary of the Company, any employee benefit plan of the Company or
any such Subsidiary, or any entity holding shares of Common Stock for or
pursuant to the terms of any such plan), together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner of 50% or more of the
shares of Common Stock then outstanding.

          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) mail a brief summary thereof to each holder of a Rights Certificate
(or, if prior to the Distribution Date, to each holder of a certificate
representing shares of Common Stock) in accordance with Section 25 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 or
Earning Power.  (a)  In the event that, following the Stock Acquisition Date,
directly or indirectly, (w) 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, (x)     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, (y) the Company shall be a party
to a statutory share exchange with any other Person (other than a Subsidiary
of the Company in a transaction which complies with Section 11(o) hereof)
after which the Company is a Subsidiary of any other Person, 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 or earning power aggregating more than 50% of the assets
or earning power 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 but except as set forth in Section 13(d) hereof,
proper provision shall be made so that:  (i) each holder of a Right, except as
provided in 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, such number of validly authorized and
issued, fully paid, nonassessable and freely tradeable shares of Common Stock
of the Principal Party (as such term is hereinafter defined), not subject to
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 Preferred Stock Fractions 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 Section 13 Event,
multiplying the Purchase Price in effect immediately prior to the first
occurrence of such Section 11(a)(ii) Event by the number of Preferred Stock
Fractions for which such Right was exercisable immediately prior to such first
occurrence) and dividing that product (such product, 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 (2) 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 ensure 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 (w), (x) or
     (y) of the first sentence of Section 13(a), the Person that is the issuer
     of any securities into which shares of Common Stock of the Company are
     converted in such merger, consolidation or statutory share exchange, 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), the Person that is the party receiving
     the greatest portion of the assets or earning power transferred pursuant
     to such transaction or transactions;

provided, however, that in any such case, (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, statutory share exchange, sale or transfer unless the Principal Party
shall have a sufficient number of authorized shares of Common Stock which have
not been issued or reserved for issuance to permit the exercise in full 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, statutory share exchange or sale
of assets mentioned in paragraph (a) of this Section 13, the Principal Party
at its own expense 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;

         (ii)  use its best efforts to qualify or register the Rights and the
     securities purchasable upon exercise of the Rights under the Blue Sky
     laws of such jurisdictions as may be necessary or appropriate; and

        (iii)  will 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 statutory share exchanges or sales or other transfers. 
In the event that a Section 13 Event shall occur at any time after the occur-
rence 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).

          (d)  Notwithstanding anything in this Agreement to the contrary,
Section 13 shall not be applicable to a transaction described in subparagraphs
(x) and (y) of Section 13(a) 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 that




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 Common Share
offered in such transaction is not less than the price per share of Common
Stock paid to all holders of Common Stock whose shares were purchased pursuant
to such tender offer or exchange and (iii) the form of consideration being
offered to the remaining holders 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, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked prices, regular
way, in either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to trading on
the New York Stock Exchange or, if the Rights are not listed or admitted to
trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Rights are listed or
admitted to trading, or if the Rights are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter
market, as reported by NASDAQ or such other system then in use or, if on any
such date the Rights are not quoted by any such organization, the average of
the closing bid and asked prices as furnished by a professional market maker
making a market in the Rights selected by the Board of Directors of the
Company.  If on any such date no such market maker is making a market in the
Rights the fair value of the Rights on such date as determined in good faith
by the Board of Directors of the Company shall be used and shall be conclusive
for all purposes.

          (b)  The Company shall not be required to issue fractions of shares
of Preferred Stock (other than Preferred Stock Fractions) upon exercise of the
Rights or to distribute certificates which evidence fractional shares of
Preferred Stock (other than Preferred Stock Fractions).  In lieu of fractional
shares of Preferred Stock that are not Preferred Stock Fractions, 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 value of the Preferred Stock Fractions.  For
purposes of this Section 14(b), the current market value of Preferred Stock
Fractions shall be one one-thousandth 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 value of one (1) share of Common Stock. 
For purposes of this Section 14(c), the current market value of one share of
Common Stock shall be the closing price of one 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 the Rights expressly
waives his right to receive any fractional Rights or any fractional shares
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 in respect of which Rights have been issued); and any
registered holder of any Rights Certificate (or, prior to the Distribution
Date, of such Common Stock), without the consent of the Rights Agent or of the
holder of any other Rights Certificate (or, prior to the Distribution Date, of
such Common Stock), may, in his own behalf and for his own benefit, enforce,
and may institute and maintain any suit, action or proceeding against the
Company to enforce, or otherwise act in respect of, his right to exercise the
Rights evidenced by such Rights Certificate 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 desig-
     nated for such purposes, duly endorsed or accompanied by a proper in-
     strument of transfer and with the appropriate forms and certificates
     fully executed;

          (c)  any restriction on transfer deemed to be imposed by this
     Agreement is valid and enforceable against the holder and any transferee
     of the holder in accordance with Section 13.1-649 of the Virginia Stock
     Corporation Act; and

          (d)  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 cer-
     tificate 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.




          (e)  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; pro-
     vided, 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 Stockholder.  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 Preferred
Stock Fractions 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 Certificate, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or to
give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting stockholders (except as provided in
Section 24 hereof), or to receive dividends or subscription rights, or
otherwise, until the Right or Rights evidenced by such Rights Certificate
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 outside 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 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, endorse-
ment, affidavit, letter, notice, direction, instruction, consent, certificate,
statement, or other paper or document 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
Agent.  (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 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 countersigna-
ture 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 Certifi-
cates, 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 written 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 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, any Executive Vice President, Senior Vice President
     or 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
     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 and delivery 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 or Section 13
     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, any Executive Vice President,
     Senior Vice President or Vice President, the Secretary, any Assistant
     Secretary, the Treasurer or any Assistant Treasurer 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.  At any time the Rights Agent may apply to the Company for
     written instructions with respect to any matter arising in connection
     with the Rights Agent's duties and obligations arising under this
     Agreement.  Such application by the Rights Agent for written instructions
     from the Company may, at the option of the Rights Agent, set forth in
     writing any action proposed to be taken or omitted by the Rights Agent
     with respect to its duties or obligations under this Agreement and the
     date on and/or after which such action shall be taken and the Rights
     Agent shall not be liable for any action taken or omitted in accordance
     with a proposal included in any such application on or after the date
     specified therein (which date shall be not less than five Business Days
     after the Company receives such application, without the Company's
     consent) unless, prior to taking or initiating any such action, the
     Rights Agent has received written instructions in response to such
     application specifying the action to be taken or omitted.

          (h)  The Rights Agent and any stockholder, director, officer or
     employee of the Rights Agent may buy, sell or deal in any of the Rights
     or other securities of the Company or become pecuniarily interested in
     any transaction in which the Company may be interested, or contract with
     or lend money to the Company or otherwise act as fully and freely as
     though it were not Rights Agent under this Agreement.  Nothing herein
     shall preclude the Rights Agent from acting in any other capacity for the
     Company or for any other legal entity.

          (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 Right Certificate surrendered to the
     Rights Agent for exercise or transfer, the certificate contained in the
     form of assignment or form of election to purchase set forth on the
     reverse thereof, 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 of 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.  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 his 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 organized and doing business under the laws
of the United States or of the State of New York or of the Commonwealth of
Virginia (or of any other state of the United States so long as such corpora-
tion is authorized to do business as a banking institution in the State of New
York or the Commonwealth of Virginia), in good standing, which is authorized
under such laws to exercise corporate trust 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 $100,000,000 or (b) an Affiliate of any such corporation described in
clause (a) above.  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.  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 re-




moval 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 to the contrary, the
Company may, at its option, issue new Rights Certificates evidencing Rights in
such form as may be approved by its Board of Directors to reflect any
adjustment or change in the Purchase Price and the number or kind or class of
shares or other securities or property purchasable under the Rights
Certificates made in accordance with the provisions of this Agreement.  In
addition, in connection with the issuance or sale of Common Stock following
the Distribution Date and prior to the Expiration Date, the Company (a) shall,
with respect to Common Stock so issued or sold pursuant to the exercise of
stock options or under any employee plan or arrangement, or upon the exercise,
conversion or exchange of securities hereinafter issued by the Company, 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)  The Board of
Directors of the Company may, at its option, at any time prior to the earlier
of (i) the date on which a Section 11(a)(ii) Event occurs or (ii) the Final
Expiration Date, redeem all but not less than all the then outstanding Rights
at a redemption price of $.001 per Right, as such amount shall be appropri-
ately 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"); and the Company may, at
its option, pay the Redemption Price either in cash or securities or both
having a current market price, as of a date determined by the Board of
Directors, of $.001.

          (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.

          Section 24.  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 paid 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 a statutory share
exchange with any 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 50% of the assets or earning power 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 25 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, statutory share exchange, 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)  Upon the occurrence of a Section 11(a)(ii) Event, (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 25
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 Pre-
ferred Stock shall be deemed thereafter to refer to Common Stock and/or, if
appropriate, other securities.

          Section 25.  Notices.  Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the holder of any
Rights Certificate to or on the Company shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed (until another address is
filed in writing with the Rights Agent) as follows:

               Union Camp Corporation
               1600 Valley Road
               Wayne, New Jersey 07470
               Attention:  Corporate Secretary


Subject to the provisions of Section 21, any notice or demand authorized by
this Agreement to be given or made by the Company or by the holder of any
Rights Certificate to or on the Rights Agent shall be sufficiently given or
made if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Company) as follows:


               The Bank of New York




               101 Barclay Street
               New York, New York 10286
               Attention:  Corporate Trust Department

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 26.  Supplements and Amendments.  Prior to the Distribution
Date and subject to the penultimate sentence of this Section 26, the Company
may, by resolution of its Board of Directors, 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 and subject to the
penultimate sentence of this Section 26, 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, (iv) to designate as an Exempt
Person any Person who (A) is permitted to report Beneficial Ownership of
securities (including Common Stock) on Schedule 13G promulgated under the
General Rules and Regulations under the Exchange Act or any successor
provision thereof and (B) to the extent required by the Board of Directors of
the Company (i) agrees to reduce its Beneficial Ownership below 15% in a
manner satisfactory to the Board of Directors of the Company and does so
reduce its Beneficial Ownership or (ii) agrees to such conditions to retaining
Beneficial Ownership as the Board of Directors of the Company (in its sole
discretion) deems necessary or advisable (which designation shall be deemed
not to adversely affect the interests of the holders of Rights Certificates)
or (v) to change or supplement the provisions hereunder in any other manner
which the Company may deem necessary or desirable and which shall not
adversely affect the interests of the holders of Rights Certificates (other
than an Acquiring Person or an Affiliate or Associate of an Acquiring Person);
provided, this Agreement may not be supplemented or amended to lengthen,
pursuant to clause (iii) of this sentence, (A) a time period relating to when
the Rights may be redeemed at such time as the Rights are not then redeemable,
or (B) any other time period 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 26, the Rights Agent shall
execute such supplement or amendment.  Notwithstanding anything contained in
this Agreement to the contrary, no supplement or amendment shall be made which
changes the Redemption Price, the Final Expiration Date, the Purchase Price or
the number of Preferred Stock Fractions for which a Right is exercisable. 
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.

          Section 27.  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 28.  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 the last sentence of Rule 13d-3(d)(1)(i) of the General Rules
and Regulations under the Exchange Act as in effect on the date hereof.  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 specifi-
cally granted to the Board of Directors, or the Company, or as may be neces-
sary 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 (y) below, all omissions with respect to the foregoing) which are done
or made by the Board of Directors in good faith, shall (x) be final,
conclusive and binding on the Company, the Rights Agent, the holders of the
Rights Certificates and all other parties, and (y) not subject the Board of
Directors to any liability to the holders of the Rights.

          Section 29.  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 30.  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 language from this Agreement would
adversely affect the purpose or effect of this Agreement, the right of redemp-
tion 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.

          Section 31.  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 Commonwealth of Virginia and for all purposes shall be
governed by and construed in accordance with the laws of such Commonwealth
applicable to contracts made and to be performed entirely within such
Commonwealth.

          Section 32.  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 33.  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.


Attest:                       UNION CAMP CORPORATION



By  /s/ Dirk R. Soutendijk    By  /s/ W. Craig McClelland
    Name: Dirk R. Soutendijk      Name: W. Craig McClelland
    Title: Vice President,        Title: Chairman of the Board
          General Counsel and         and Chief Executive
          Secretary                   Officer


Attest:                       THE BANK OF NEW YORK



By  /s/ Kathleen A. Flaherty  By  /s/ Raymond Romanski
    Name: Kathleen A. Flaherty    Name: Raymond Romanski
    Title: Assistant Treasurer    Title: Vice President


                                                  EXHIBIT A




                             ARTICLES OF AMENDMENT
                       OF THE ARTICLES OF INCORPORATION

                                      of

                            UNION CAMP CORPORATION


          I, W. Craig McClelland, Chairman of the Board and Chief Executive
Officer of Union Camp Corporation (the "Corporation"), a corporation organized
and existing under the Virginia Stock Corporation Act, in accordance with the
provisions of Sections 13.1-604, 13.1-706 and 13.1-639 thereof, do hereby
certify:

          1.  That the name of the corporation is Union Camp Corporation.

          2.  That on November 28, 1995, pursuant to Section 13.1-639 of the
Virginia Stock Corporation Act and to the authority conferred upon the Board
of Directors by the Articles of Incorporation of the said Corporation, the
Board of Directors of the Corporation duly adopted the following resolutions
(a) deleting the references in the Articles of Incorporation to the
Corporation's existing Series A Junior Participating Preferred Stock and (b)
creating a new series of 125,000 shares of Preferred Stock designated as a
Series A Junior Participating Preferred Stock:

          RESOLVED, that it is hereby declared to be in the best interests of
     the Corporation that the Articles of Incorporation of the Corporation, as
     amended and restated to date, be further amended by deleting the existing
     Part C to Article III of the Articles of Incorporation of the
     Corporation, in its entirety; and, it is further




          RESOLVED, that it is hereby declared to be in the best interests of
     the Corporation that the Articles of Incorporation of the Corporation, as
     amended and restated to date, be further amended to create a new series
     of Preferred Stock to consist of one hundred twenty-five thousand
     (125,000) shares and to be designated as Series A Junior Participating
     Preferred Stock, and to determine the preferences, limitations and
     relative rights of the Series A Junior Participating Preferred Stock by
     adding a new Part C to Article III of such Articles of Incorporation to
     read as follows:

                                    PART C

          Series A Junior Participating Preferred Stock.

          Section 1.  Designation and Amount.  The shares of such series shall
be designated as "Series A Junior Participating Preferred Stock" (the "Series
A Preferred Stock") and the number of shares constituting such series shall be
125,000.

          Section 2.  Dividends and Distributions.

          (A)  The holders of shares of Series A Preferred Stock shall be
entitled to receive, when and as declared by the Board of Directors out of
funds legally available therefor, quarterly dividends payable in cash on the
thirteenth day of March, June, September and December in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a)
$200.00 or (b) subject to the provision for adjustment hereinafter set forth,
1000 times the aggregate per share amount of all cash dividends, and 1000
times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock, par value $1.00
per share, of the Corporation (the "Common Stock") since the immediately
preceding Quarterly Dividend Payment Date, or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock.  In the event the Corporation
shall at any time after February 15, 1996 (the "Rights Declaration Date") (i)
declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such case the
amount to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.

          (B)  The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (A) above immediately after
it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during
the period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $200.00 per share on the Series
A Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.




          (C)  Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series A Pre-
ferred Stock, unless the date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date
after the record date for the determination of holders of shares of Series A
Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Quarterly Dividend Payment
Date.  Accrued but unpaid dividends shall not bear interest.  Dividends paid
on the shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall
be allocated pro rata on a share-by-share basis among all such shares at the
time outstanding.  The Board of Directors may fix a record date for the
determination of holders of shares of Series A Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be no more than 30 days prior to the date fixed for the payment
thereof.

          (D)  Dividends in full shall not be declared or paid or set apart
for payment on the Series A Preferred Stock for a dividend period terminating
on the Quarterly Dividend Payment Date unless dividends in full have been
declared or paid or set apart for payment on the Preferred Stock of all series
(other than series with respect to which dividends are not cumulative from a
date prior to such dividend date) for the respective dividend periods
terminating on such dividend date.  When the dividends are not paid in full on
all series of the Preferred Stock, the shares of all series shall share rat-
ably in the payment of dividends, including accumulations, if any, in
accordance with the sums which would be payable on said shares if all
dividends were declared and paid in full.

          Section 3.  Voting Rights.  The holders of shares of Series A
Preferred Stock shall have the following voting rights:

          (A)  Subject to the provision for adjustment hereinafter set forth,
     each share of Series A Preferred Stock shall entitle the holder thereof
     to 1000 votes on all matters submitted to a vote of the stockholders of
     the Corporation.  In the event the Corporation shall at any time after
     the Rights Declaration Date (i) declare any dividend on Common Stock
     payable in shares of Common Stock, (ii) subdivide the outstanding Common
     Stock, or (iii) combine the outstanding Common Stock into a smaller
     number of shares, then in each such case the number of votes per share to
     which holders of shares of Series A Preferred Stock were entitled
     immediately prior to such event shall be adjusted by multiplying such
     number by a fraction the numerator of which is the number of shares of
     Common Stock outstanding immediately after such event and the denominator
     of which is the number of shares of Common Stock that were outstanding
     immediately prior to such event.

          (B)  Except as otherwise provided herein, the Articles of
     Incorporation or by-laws, the holders of shares of Series A Preferred
     Stock and the holders of shares of Common Stock shall vote together as
     one voting group on all matters submitted to a vote of stockholders of
     the Corporation.

          (C)  (i)  If at any time dividends an any Series A Preferred Stock
     shall be in arrears in an amount equal to six (6) quarterly dividends
     thereon, the occurrence of such contingency shall mark the beginning of a




     period (herein called a "default period") which shall extend until such
     time when all accrued and unpaid dividends for all previous quarterly
     dividend periods and for the current quarterly dividend period on all
     shares of Series A Preferred Stock then outstanding shall have been
     declared and paid or set apart for payment.  During each default period,
     at any annual meeting of stockholders or special meeting held in lieu
     thereof or at a special meeting of the holders of the Preferred Stock,
     all holders of Preferred Stock (including holders of the Series A Junior
     Participating Preferred Stock) with dividends in arrears in an amount
     equal to six (6) quarterly dividends thereon), voting together as one
     voting group, irrespective of series, shall have the right to elect two
     (2) Directors.  At any time while the holders of the Preferred Stock
     voting together as one voting group are entitled to elect two directors
     as herein provided, they shall not be entitled to participate with the
     holders of Common Stock in the election of any other directors.

         (ii)  Unless the holders of Preferred Stock shall, during an existing
     default period, have previously exercised their right to elect Directors,
     the Secretary of the Corporation may, and upon the written request of
     stockholders of record of ten percent (10%) or more of the total number
     of shares of Preferred Stock outstanding irrespective of series addressed
     to him at the principal office of the Corporation in the United States,
     shall, call a special meeting of the holders of Preferred Stock, for the
     election of the directors to be elected by them to be held within 30 days
     after such call and at a place and upon the notice provided by law and in
     the by-laws for the holding of meetings of stockholders; provided,
     however, that the Secretary shall not be required to call such special
     meeting in the case of any such request received less than 90 days before
     the date fixed for any annual meeting of stockholders or special meeting
     held in lieu thereof.  If any such special meeting required to be called
     as provided shall not be called by the Secretary within 30 days after the
     receipt of any such request, then the holders of record of 10% or more of
     the Preferred Stock outstanding may designate in writing one of their
     number to call such meeting, and the person so designated may call such
     meeting to be held at the place and upon the notice above provided and
     for that purpose shall have access to the stock ledger of the
     Corporation.  No such special meeting and no adjournment thereof shall be
     held on a date later than 30 days before the annual meeting of the
     stockholders or special meeting held in lieu thereof next succeeding the
     time when the holders of the Preferred Stock become entitled to elect
     directors as above provided.

        (iii)  If any such special meeting shall be called as above provided,
     or if the holders of Preferred Stock shall become entitled to elect
     directors as above provided at any annual meeting of stockholders or
     special meeting held in lieu thereof, then, by vote of the holders of at
     least a majority of the shares of the Preferred Stock which are present
     or represented by proxy at such meeting, the then authorized number of
     directors of the Corporation shall be increased by two, and at such
     meeting, and at all subsequent annual meetings of stockholders or special
     meetings held in lieu thereof until the holders of the Preferred Stock
     shall be divested of such voting power, the holders of the Preferred
     Stock shall be entitled to elect the additional directors so provided
     for, but any directors so elected shall not hold office beyond the next
     annual meeting of stockholders or special meeting held in lieu thereof
     next succeeding the meeting at which such directors are elected.

         (iv)  In any default period the holders of Common Stock, and other
     classes of stock of the Corporation if applicable, shall continue to be
     entitled to elect the whole number of Directors until the holders of




     Preferred Stock shall have exercised their right to elect two (2)
     Directors voting together as one voting group, after the exercise of
     which right (x) the Directors so elected by the holders of Preferred
     Stock shall continue in office until their successors shall have been
     elected by such holders or until the expiration of the default period,
     and (y) any vacancy in the Board of Directors may be filled by vote of a
     majority of the remaining Directors theretofore elected by the holders of
     the voting group of stock which elected the Director whose office shall
     have become vacant.  In the event that there are no such Directors to
     vote to fill such vacancy, such vacancy shall be filled by such group of
     stockholders. References in this paragraph (C) to Directors elected by
     the holders of a particular voting group of stock shall include Directors
     elected by such Directors to fill vacancies as provided in clause (y) of
     the foregoing sentence.

          (v)  Immediately upon the expiration of a default period, (x) the
     right of the holders of Preferred Stock voting together as one voting
     group to elect Directors shall cease, subject always to the same
     provisions for the vesting of such voting rights in the case of any
     similar future arrearages in dividends, (y) the term of any Directors
     elected by the holders of Preferred Stock voting together as one voting
     group shall terminate, and (z) the number of Directors shall be such
     number as may be provided for in the Articles of Incorporation or by-laws
     irrespective of any increase made pursuant to the provisions of this
     Section 3 (such number being subject, however, to change thereafter in
     any manner provided by law or in the Articles of Incorporation or by-
     laws).  Any vacancies in the Board of Directors effected by the
     provisions of clauses (y) and (z) in the preceding sentence may be filled
     by a majority of the remaining Directors.

          (D)  Except as set forth herein or as otherwise provided in the
     Articles of Incorporation, holders of Series A Preferred Stock shall have
     no special voting rights and their consent shall not be required (except
     to the extent they are entitled to vote with holders of Common Stock as
     set forth herein) for taking any corporate action.

          Section 4.  Certain Restrictions.

          (A)  Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not

          (i)  declare or pay or set apart for payment any dividends (other
     than dividends payable in shares of any class or classes of stock of the
     Corporation ranking junior to the Series A Preferred Stock) or make any
     other distributions on, any class of stock of the Corporation ranking
     junior (either as to dividends or upon liquidation, dissolution or wind-
     ing up) to the Series A Preferred Stock and will not redeem, purchase or
     otherwise acquire, directly or indirectly, whether voluntarily, for a
     sinking fund, or otherwise any shares of any class of stock of the
     Corporation ranking junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series A Preferred Stock, provided
     that, notwithstanding the foregoing, the Corporation may at any time
     redeem, purchase or otherwise acquire shares of stock of any such junior
     class in exchange for, or out of the net cash proceeds from, the
     concurrent sale of other shares of stock of any such junior class;




         (ii)  declare or pay dividends on or make any other distributions on
     any shares of stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series A Preferred
     Stock, except dividends paid ratably on the Series A Preferred Stock and
     all such parity stock on which dividends are payable or in arrears in
     proportion to the total amounts to which the holders of all such shares
     are then entitled;

        (iii)  redeem or purchase or otherwise acquire for consideration
     shares of any stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series A Preferred
     Stock, provided that the Corporation may at any time redeem, purchase or
     otherwise acquire shares of any such parity stock in exchange for shares
     of any stock of the Corporation ranking junior (either as to dividends or
     upon dissolution, liquidation or winding up) to the Series A Preferred
     Stock;

         (iv)  purchase or otherwise acquire for consideration any shares of
     Series A Preferred Stock, or any shares of stock ranking on a parity with
     the Series A Preferred Stock, except in accordance with a purchase offer
     made in writing or by publication (as determined by the Board of
     Directors) to all holders of such shares upon such terms as the Board of
     Directors, after consideration of the respective annual dividend rates
     and other relative rights and preferences of the respective series and
     classes, shall determine in good faith will result in fair and equitable
     treatment among the respective series or classes.

          (B)  The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

          Section 5.  Reacquired Shares.  Any shares of Series A Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof.  All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.

          Section 6.  Liquidation, Dissolution or Winding Up.  (A)  Upon any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock unless, prior thereto, the holders
of shares of Series A Preferred Stock shall have received $450 per share, plus
an amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment (the "Series A
Liquidation Preference").  Following the payment of the full amount of the
Series A Liquidation Preference, no additional distributions shall be made to
the holders of shares of Series A Preferred Stock unless, prior thereto, the
holders of shares of Common Stock shall have received an amount per share (the
"Common Adjustment") equal to the quotient obtained by dividing (i) the Series
A Liquidation Preference by (ii) 1000 (as appropriately adjusted as set forth
in subparagraph C below to reflect such events as stock splits, stock
dividends and recapitalization with respect to the Common Stock) (such number
in clause (ii), the "Adjustment Number").  Following the payment of the full
amount of the Series A Liquidation Preference and the Common Adjustment in




respect of all outstanding shares of Series A Preferred Stock and Common
Stock, respectively, holders of Series A Preferred Stock and holders of shares
of Common Stock shall receive their ratable and proportionate share of the
remaining assets to be distributed in the ratio of the Adjustment Number to 1
with respect to such Preferred Stock and Common Stock, on a per share basis,
respectively.

          (B)  In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series A Preferred Stock, then such remaining
assets shall be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences.  In the event,
however, that there are not sufficient assets available to permit payment in
full of the Common Adjustment, then such remaining assets shall be distributed
ratably to the holders of Common Stock.

          (C)  In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine
the outstanding Common Stock into a smaller number of shares, then in each
such case the Adjustment Number in effect immediately prior to such event
shall be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

          Section 7.  Consolidation, Merger, etc.  In case the Corporation
shall enter into any consolidation, merger, combination or other transaction
in which the shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then in any such case the
shares of Series A Preferred Stock shall at the same time be similarly ex-
changed or changed in an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 1000 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each share of Common Stock is changed or
exchanged.  In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine
the outstanding Common Stock into a smaller number of shares, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

          Section 8.  Redemption.  The outstanding shares of Series A
Preferred Stock may be redeemed at the option of the Board of Directors as a
whole, but not in part, at any time, or from time to time, at a cash price per
share equal to (i) the product of the Adjustment Number times the Average
Market Value (as such term is hereinafter defined) of the Common Stock, plus
(ii) all dividends which on the redemption date have accrued on the shares to
be redeemed and have not been paid or declared and a sum sufficient for the
payment thereof set apart, without interest; provided, however, that if and
whenever any quarterly dividend shall have accrued on the Series A Preferred
Stock which has not been paid or declared and a sum sufficient for the payment
thereof set apart, the Corporation may not purchase or otherwise acquire any
shares of Series A Preferred Stock unless all shares of such stock at the time
outstanding are so purchased or otherwise acquired.  The "Average Market




Value" is the average of the closing sale prices of the Common Stock during
the 30 day period immediately preceding the date before the redemption date on
the Composite Tape for New York Stock Exchange Listed Stocks, or, if such
stock is not quoted on the Composite Tape, on the New York Stock Exchange, or,
if such stock is not listed on such Exchange, on the principal United States
securities exchange registered under the Securities Exchange Act of 1934, as
amended, on which such stock is listed, or, if such stock is not listed on any
such exchange, the average of the closing bid quotations with respect to a
share of Common Stock during such 30-day period on the National Association of
Securities Dealers, Inc. Automated Quotations System or any system then in
use, or if no such quotations are available, the fair market value of the
Common Stock as determined by the Board of Directors in good faith.

          Section 9.  Ranking.  The Series A Preferred Stock shall rank junior
to all other series of the Corporation's Preferred Stock as to the payment of
dividends and the distribution of assets, unless the terms of any such series
shall provide otherwise.

          Section 10.  Amendment.  The Corporation shall not create any other
class or classes of stock ranking prior to the Series A Preferred Stock either
as to dividends or liquidation, or increase the authorized number of shares of
any such other class of stock, or amend, alter, or repeal any of the
provisions of the Articles of Incorporation or the resolution or resolutions
adopted by the Board of Directors authorizing the Series A Preferred Stock so
as to adversely affect the preferences, rights or powers of the Series A
Preferred Stock without the affirmative vote of the holders of more than two-
thirds of the outstanding shares of the Series A Preferred Stock, voting
separately as one voting group.

          Section 11.  Fractional Shares.  Series A Preferred Stock may be
issued in fractions of a share which shall entitle the holder, in proportion
to such holder's fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit of all other
rights of holders of Series A Preferred Stock.

          3.  That this amendment to the Articles of Incorporation of the
Corporation as amended and supplemented was adopted on November 28, 1995 and,
as permitted by Section 13.1-606 of the Virginia Stock Corporation Act, shall
become effective at 5:00 p.m., New York City time, on February 26, 1996.

          4.  That this amendment to the Articles of Incorporation of the
Corporation as amended and supplemented was duly adopted by the Board of
Directors of the Corporation.


          IN WITNESS WHEREOF, I have executed and subscribed this Certificate
and do affirm the foregoing as true under the penalties of perjury this 19th
day of February, 1996.

                              UNION CAMP CORPORATION


                              By: /s/ W. Craig McClelland
                                Chairman of the Board
Attest:


/s/ Dirk R. Soutendijk
Secretary




                                                  EXHIBIT B




                         [Form of Rights Certificate]

Certificate No. R-                      _________ Rights

NOT EXERCISABLE AFTER THE FINAL EXPIRATION DATE OR EARLIER IF REDEEMED BY THE
COMPANY.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY,
AT $.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER
CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN
AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN
THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY 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 MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN
SECTION 7(e) OF SUCH AGREEMENT.]

                              Rights Certificate

                            UNION CAMP 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 January 25, 1996 as it may be amended,
modified or supplemented from time to time (the "Rights Agreement"), between
Union Camp Corporation, a Virginia corporation (the "Company"), and The Bank
of New York, a New York banking corporation (the "Rights Agent"), to purchase
from the Company at any time prior to 5:00 P.M. (New York City time) on the
Expiration Date (as defined in the Rights Agreement), which shall not be later
than February 26, 2006 at the office or offices of the Rights Agent designated
for such purpose, or its successors as Rights Agent, one one-thousandth of a
fully paid, non-assessable share of Series A Junior Participating Preferred
Stock (the "Preferred Stock") of the Company, at a purchase price (the "Pur-
chase Price") of Preferred Stock (such fraction, a "Preferred Stock
Fraction"), of $175 per one one-thousandth of a share upon presentation and
surrender of this Rights Certificate with the Form of Election to Purchase set
forth on the reverse side hereof and related Certificate duly executed. 
Except as otherwise provided in Section 11(q) of the Rights Agreement, the
Purchase Price shall be paid, at the election of the holder, in cash or
certified bank check or money order payable to the order of the Company, or in
shares of Common Stock of the Company having an equivalent value.  The number
of Rights evidenced by this Rights Certificate (and the number of Preferred
Stock Fractions which may be purchased upon exercise thereof) set forth above,
and the Purchase Price per Preferred Stock Fraction set forth above, are the
number of Rights, Preferred Stock Fractions and Purchase Price as of
__________, 19__, based on the Preferred Stock as constituted at such date.

 Insert the Distribution Date.

          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, Associate




or Affiliate, 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 (as such term is defined in the Rights
Agreement).

          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 Preferred Stock Fractions (as
defined in the Rights Agreement) as the Rights evidenced by the Rights
Certificate or Rights Certificates surrendered shall have entitled such holder
to purchase.  If this Rights Certificate shall be 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
exercised.

          Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at its option at
a redemption price of $.001 per Right at any time prior to the earlier of the
Close of Business on (i) the date on which a Section 11(a)(ii) Event occurs
and (ii) the Final Expiration Date. 

          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 Preferred Stock Fractions, 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 stockholder of the Company or any right to vote
for the election of directors or upon any matter submitted to stockholders at
any meeting thereof, or to give or withhold consent to any corporate action,
or, to receive notice of meetings or other actions affecting stockholders
(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 __________ __, 19__
ATTEST:                                 Union Camp Corporation



_______________________                 By________________________
       Secretary                        Title:


Countersigned:

_______________________


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:  _______________, 19___

                         ___________________________
                         Signature

Signature Guaranteed:




                                  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: _________, 19__  ___________________________
                            Signature

Signature Guaranteed:



                                    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:  UNION CAMP 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 secu-
rities 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 delivered 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:  _______________, 19___

                         ___________________________
                         Signature

Signature Guaranteed:



                                  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 subsequently became an Acquiring Person or an
Affiliate or Associate of an Acquiring Person.


Dated: __________, 19__  ___________________________
                         Signature

Signature Guaranteed:



                                    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 C




                         SUMMARY OF RIGHTS TO PURCHASE
                                PREFERRED STOCK


          On November 28, 1995, the Board of Directors of Union Camp
Corporation, a corporation organized under the laws of Virginia (the
"Company"), declared a dividend distribution as of the Close of Business on
February 26, 1996, of one Right for each outstanding share of common stock,
par value $1.00 per share (the "Common Stock"), of the Company to stockholders
of record at the Close of Business on February 15, 1996 (the "Record Date"). 
Each Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Junior Participating Preferred Stock,
par value $1.00 per share (the "Preferred Stock") at a price (the "Purchase
Price") of $175 per one-thousandth of a share of Preferred Stock (such
fraction, the "Preferred Stock Fraction"), subject to adjustment.  The
Purchase Price shall be paid, at the option of the holder, in cash or by




certified bank check or money order payable to the order of the Company, or
shares of Common Stock having a value at the time of exercise equal to the
Purchase Price.  The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Company and The Bank of
New York, as Rights Agent.

          Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate
certificates evidencing the Rights (the "Rights Certificates") will be
distributed.  The Rights will separate from the Common Stock and a dis-
tribution of the Rights Certificates will occur (the "Distribution Date") upon
the earlier of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons other than an Exempt Person (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date"), or (ii) 10 business days (or such later date as may be
determined by the Company's Board of Directors prior to such time as any
person becomes an Acquiring Person) following the commencement of a tender
offer or exchange offer that would result in a person or group beneficially
owning 15% or more of such outstanding shares of Common Stock.  Until the
Distribution Date, (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after the Record Date
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with
the Common Stock represented by such certificate.

          Exempt Person means (x) any Person who would otherwise be an
Acquiring Person, whom the Board of Directors of the Company determines in
good faith has become such inadvertently (including, without limitation,
because (A) such person was unaware that he or it beneficially owned a
percentage of Common Stock that would otherwise cause such person to be an
Acquiring Person or (B) such Person was aware of the extent of his or its
beneficial ownership but had no actual knowledge of the consequences of such
beneficial ownership under the Rights Agreement) and if such person, either
prior to or as promptly as practicable after being advised of such
determination, divests himself or itself of beneficial ownership of a
sufficient number of shares of Common Stock so that such Person would no
longer be an Acquiring Person, in which case such Person shall not be deemed
to be or to have become an Acquiring Person for any purposes of the Rights
Agreement or (y) any Person designated as an Exempt Person by the Board of
Directors pursuant to an amendment to the Rights Agreement described below.

          The Rights are not exercisable until the Distribution Date and will
expire at the Close of Business on February 26, 2006, unless earlier redeemed
by the Company as described below.

          As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
Close of Business on the Distribution Date, and thereafter such separate
Rights Certificates alone will represent the Rights.  Except as otherwise
determined by the Board of Directors, only shares of Common Stock issued prior
to the Distribution Date will be issued with Rights.

          In the event that, at any time following the Distribution Date, a
person becomes the beneficial owner of more than 15% of the then outstanding
shares of Common Stock (other than pursuant to an offer for all outstanding
shares of Common Stock at a price and on terms which the majority of the
directors of the Company, who are not affiliated with such Acquiring Person,




determine to be fair to, and otherwise in the best interests of,
stockholders), the Rights Agreement provides that proper provision shall be
made so that each holder of a Right will thereafter have the right to receive,
upon exercise, Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the
exercise price of the Right.  Alternatively, if the Rights become exercisable
as set forth in this paragraph, the Company by action of the majority of its
Board of Directors may provide that each Right shall be exchanged for one
share of Common Stock upon the surrender to the Company of the Rights so
exercised and without other payment of the Purchase Price; provided that the
Board of Directors shall not be able to effect such exchange at any time after
any Person (other than the Company or certain other related parties), together
with all Affiliates and Associates of such Person, beneficially own 50% or
more of the shares of Common Stock then outstanding.  The only right of a
holder of Rights following the Company's election to provide for such exchange
shall be to receive the above-described securities.  Notwithstanding any of
the foregoing, following the occurrence of any of the events set forth in this
paragraph, all Rights that are, or (under certain circumstances specified in
the Rights Agreement) were, beneficially owned by any Acquiring Person will be
null and void.

          For example, at an exercise price of $175 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an
event set forth in the preceding paragraph would entitle its holder to pur-
chase $350 worth of Common Stock (or other consideration, as noted above) for
$175.  Assuming that the Common Stock had a per share value of $70 at such
time, the holder of each valid Right would be entitled to purchase five shares
of Common Stock for $175.  Alternatively, the Company could permit the holder
to surrender each Right in exchange for one share of Common Stock (with a
value of $70) without the payment of any consideration other than the
surrender of the Right.

          In the event that, at any time following the Stock Acquisition Date,
(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 described in the second preceding paragraph), (ii) the Company
engages in a merger or consolidation with another person in which the Company
is the surviving corporation, but in which all or part of its Common Stock is
changed or exchanged, (iii) the Company is a partner to a statutory share
exchange with any person after which the Company is a subsidiary of any other
person or (iv) 50% or more of the Company's assets or earning power is sold or
transferred (except with respect to clauses (i) and (ii) and (iii), a merger
or consolidation (a) which follows an offer described in the second preceding
paragraph and (b) in which the amount and form of consideration is the same as
was paid in such offer), each holder of a Right (except Rights which
previously have been voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the acquiring company having
a value equal to twice the exercise price of the Right.  The events set forth
in this paragraph and in the second preceding paragraph are referred to as the
"Triggering Events."

          The Purchase Price payable, and the number of Preferred Stock
Fractions 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 or other capital stock, (ii) if
holders of the Preferred Stock are granted certain rights or warrants to
subscribe for Preferred Stock or other capital stock or convertible securities
at less than the current market price of the Preferred Stock or other capital
stock or (iii) upon the distribution to holders of the Preferred Stock of




evidences of indebtedness or assets (excluding regular quarterly cash
dividends) 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 amount to at least 1% of the Purchase
Price.  No fractional shares of Preferred Stock (other than fractions which
are integral multiples of one-one thousandth of a share) will be issued and,
in lieu thereof, an adjustment in cash will be made based on the market price
of the Preferred Stock on the last trading date prior to the date of exercise.

          At any time prior to the earlier of (i) the date on which a Section
11(a)(ii) Event occurs and (ii) the Expiration Date, the Board of Directors of
the Company may redeem the Rights, in whole but not in part, at a price of
$0.001 per Right, payable in cash or securities or both (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 holders of Rights will be to receive the Redemption Price.

          Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder 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 stockholders or to the Company, stockholders may,
depending upon 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.

          Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date.  After
the Distribution Date, the provisions of the Rights Agreement may be amended
by the Board of Directors in order to cure any ambiguity, to designate as an
Exempt Person any person who (A) is permitted to report beneficial ownership
of securities (including Common Stock) on Schedule 13G promulgated under the
Securities Exchange Act of 1934, as amended and (B) to the extent required by
the Board of Directors of the Company (i) agrees to reduce its beneficial
ownership below 15% in a manner satisfactory to the Board of Directors of the
Company and does so reduce its beneficial ownership or (ii) agrees to such
conditions to retaining beneficial ownership as the Board of Directors of the
Company (in its sole discretion) deems necessary or advisable (which
designation shall be deemed not to adversely affect the interests of the
holders of Rights Certificates), and to make such other changes which do not
adversely affect the interests of holders of Rights (excluding the interests
of any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, no amendment to adjust the time period
governing redemption may be made at such time as the Rights are not
redeemable.

          A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. 
A copy of the Rights Agreement is available free of charge from the Rights
Agent.  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.