8-A12B

                                                    EXHIBIT INDEX ON PAGE 6


                                  FORM 8-A

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549



              For Registration of Certain Classes of Securities
                  Pursuant to Section 12(b) or 12(g) of the
                       Securities Exchange Act of 1934

                     AMERICAN WATER WORKS COMPANY, INC.
- ---------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

               Delaware                               51-0063696
- ----------------------------------------  --------------------------------
(State of incorporation or organization)  (IRS Employer Identification No.)

1025 Laurel Oak Road, Voorhees, New Jersey                    08043
- ------------------------------------------            ---------------------
 (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

Common Stock Purchase Rights                New York Stock Exchange
- ----------------------------            --------------------------------

If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c),  check the following box.  [ X ]

If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box.  [   ]

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

                                    None

Item 1.     Description of Registrant's Securities to be Registered.

     The Board of Directors of American Water Works Company, Inc. (the
"Company") has declared a dividend distribution of one common stock
purchase right (the "Rights") for each outstanding share of common stock
(the "Common Shares") of the Company, par value $1.25 per share, to
shareholders of record at the close of business on March 2, 1999 (the
"Record Date"). Each Right entitles the registered holder to purchase from
the Company one Common Share at a purchase price of $150.00, subject to
adjustment (the "Purchase Price"). The description and terms of the Rights
are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and BankBoston, N.A., the Rights Agent. Capitalized terms used but
not otherwise defined herein shall have the meaning given such terms in the
Rights Agreement.

     Initially, the Rights will be evidenced by the certificates
representing Common Shares then outstanding, no separate Right Certificates
will be distributed and the Rights will not be tradeable separately from
the Common Shares. The Rights will become exercisable and will separate
from the Common Shares upon the earlier of (i) ten calendar days after a
public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership of 25% or
more of the outstanding Common Shares (the "Shares Acquisition Date") or
(ii) ten business days (or a later date as determined by the Board of
Directors or, if there has been an Adverse Change of Control, by a majority
of the Continuing Directors (as such terms are herein defined)) after the
commencement of, or first public announcement of, an intention to commence,
a tender offer or exchange offer that would result in a person or group
beneficially owning 25% or more of the outstanding Common Shares (the
earlier of such dates being called the "Distribution Date").

     Until the Distribution Date, (i) the Rights will be evidenced by the
Common Share certificates and will be transferred with and only with such
Common Share certificates, (ii) new Common Share certificates issued after
the Record Date will contain, in accordance with the Rights Agreement, a
notation incorporating the Rights Agreement by reference, and (iii) the
surrender for transfer of any certificates for Common Shares outstanding
will also constitute the transfer of the Rights associated with the Common
Shares represented by such certificate.

     The Rights are not exercisable until the Distribution Date and will
expire at the close of business on March 2, 2009, unless earlier redeemed
or exchanged by the Company as described below.

                                      1

     As soon as practicable after the Distribution Date, Right Certificates
will be mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date, and thereafter, the separate Right
Certificates alone will represent the Rights. Except as otherwise provided
by the Rights Agreement or determined by the Board of Directors, only
Common Shares issued prior to the Distribution Date will be issued with
Rights.

     In the event that a person or a group of affiliated or associated
persons becomes the beneficial owner of 35% or more of the Common Shares,
each holder of a Right will thereafter have the right to receive, upon
exercise, Common Shares (or in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the
Purchase Price of the Right. 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.

     In the event that (i) the Company consolidates, or merges with, any
other person, and the Company is not the surviving corporation, (ii) any
person engages in a share exchange, consolidation or merger with the
Company where the outstanding Common Shares of the Company are exchanged
for securities, cash or property of the other person and the Company is the
surviving corporation, or (iii) 50% or more of the Company's assets or
earning power is sold or transferred, proper provision will be made so that
each holder of a Right will thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the Purchase Price of the Right. The events set forth in this
paragraph and the preceding paragraph are referred to as the "Triggering
Events."

     The Purchase Price payable and the number of Common Shares or other
securities, cash or property issuable, upon exercise of the Rights are
subject to customary adjustments from time to time to prevent dilution in
the event of certain changes in the shares of the Company. With certain
exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments amount to an increase or decrease of at least 1% in
the Purchase Price. The Company may determine not to issue fractional
Rights or shares, and in lieu thereof, an adjustment in cash will be made
based on the market value of the Rights or shares on the last trading date
prior to the date of exercise.

     In general, the Company may redeem the Rights in whole, but not in
part, at a price of $.0005 per Right, at any time before the earlier of the
close of business on the tenth calendar day following the Shares
Acquisition Date or the close of business on the Expiration Date. 
Immediately upon the action of the Board of Directors 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.

                                      2

     At any time after any person becomes an Acquiring Person and prior to
the acquisition by such person of 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the then
outstanding and exercisable Rights (other than Rights owned by such person,
which will have become void), in whole or in part, for Common Shares, each
Right being exchangeable for one Common Share, subject to adjustment.

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.

     Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the earliest of (i) the
Distribution Date, (ii) a Triggering Event or (iii) an Adverse Change of
Control.  After the earliest to occur of such events, the provisions of the
Rights Agreement may be amended in order (x) to make changes that do not
adversely affect the interests of holders of the Rights (other than the
interests of any Acquiring Person), (y) to cure any ambiguity or correct or
supplement any provision which may be defective or inconsistent with other
provisions contained in the Rights Agreement, or (z) to shorten or lengthen
any time period under the Rights Agreement, but no time period relating to
redemption of the Rights may be lengthened so as to make the Rights
redeemable at a time at which the Rights had not then otherwise been
redeemable and no other time period may be lengthened unless for the
purpose of protecting, enhancing or clarifying the rights or benefits of
holders 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 a substantial number of Rights
being acquired.  Accordingly, the existence of the Rights may deter
acquirors from making takeover proposals or tender offers.  However, the
Rights help ensure that the Company's shareholders receive fair and equal
treatment in the event of any proposed takeover of the Company.  The
execution of the Rights Agreement by the Company is not in response to any
specific takeover threat or proposal, but is a precaution taken to protect
the rights of the Company's shareholders.

     A copy of the Rights Agreement, dated as of February 18, 1999, between
the Company and the Rights Agent, specifying the terms of the Rights (which
Rights Agreement includes as exhibits the form of Rights Certificate and
the Summary of Rights to Purchase Common Stock) is attached hereto as an
exhibit and is incorporated herein by reference.  The foregoing description
of the Rights is qualified by reference to such Exhibit.  

                                      3

Item 2.     Exhibits.

            Exhibit No.                     Description

               4.1          Rights Agreement, dated as of February 18,
                            1999, between American Water Works Company,
                            Inc. and BankBoston, N.A., as Rights Agent,
                            which includes as exhibits the form of Right
                            Certificate as Exhibit A and the Summary of
                            Rights to Purchase Common Stock as Exhibit B.

                                      4

                                 SIGNATURES

     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, thereto duly authorized.

                                      AMERICAN WATER WORKS COMPANY, INC.
                                      (Registrant)


                                      By:  J. James Barr, President and CEO
                                           (Authorized Officer)


Date:  March 1, 1999

                                      5

                                EXHIBIT INDEX




Exhibit No.
As provided
in Item 601 
Exhibit Number                 Description                  

    4.1           Rights Agreement, dated as of February 18,
                  1999, between American Water Works
                  Company, Inc. and BankBoston, N.A., as
                  Rights Agent, which includes as exhibits
                  the form of Right Certificate as Exhibit
                  A and the Summary of Rights to Purchase
                  Common Stock as Exhibit B.  

                                      6

EX-4

                                                                Exhibit 4.1



















               ____________________________________________

                    AMERICAN WATER WORKS COMPANY, INC.

                                     and

                               BANKBOSTON N.A.

                              RIGHTS AGREEMENT

                        Dated as of February 18, 1999
               ____________________________________________




                              TABLE OF CONTENTS

                                                                       PAGE
                                                                       ----

SECTION 1.  Certain Definitions . . . . . . . . . . . . . . . . . . .    1
SECTION 2.  Appointment of Rights Agent . . . . . . . . . . . . . . .    6
SECTION 3.  Issue of Right Certificates . . . . . . . . . . . . . . .    6
SECTION 4.  Form of Right Certificates. . . . . . . . . . . . . . . .    7
SECTION 5.  Countersignature and Registration . . . . . . . . . . . .    8
SECTION 6.  Transfer, Split Up, Combination and Exchange of Right
            Certificates, Mutilated, stroyed, Lost or Stolen Right
            Certificates. . . . . . . . . . . . . . . . . . . . . . .    9
SECTION 7.  Exercise of Rights; Purchase Price; Expiration Date of
            Rights. . . . . . . . . . . . . . . . . . . . . . . . . .   10
SECTION 8.  Cancellation and Destruction of Right Certificates. . . .   11
SECTION 9.  Reservation and Availability of Common Shares . . . . . .   11
SECTION 10. Common Shares Record Date . . . . . . . . . . . . . . . .   13
SECTION 11. Adjustment of Purchase Price, Number of Shares or Number
            of Rights . . . . . . . . . . . . . . . . . . . . . . . .   13
SECTION 12. Certificate of Adjusted Purchase Price or Number of
            Shares. . . . . . . . . . . . . . . . . . . . . . . . . .   19
SECTION 13. Consolidation, Merger or Sale or Transfer of Assets or
            Earning Power . . . . . . . . . . . . . . . . . . . . . .   20
SECTION 14. Fractional Rights and Fractional Shares . . . . . . . . .   22
SECTION 15. Rights of Action. . . . . . . . . . . . . . . . . . . . .   23
SECTION 16. Agreement of Right Holders. . . . . . . . . . . . . . . .   23
SECTION 17. Right Certificate Holder Not Deemed a Stockholder . . . .   24
SECTION 18. Concerning the Rights Agent . . . . . . . . . . . . . . .   24
SECTION 19. Merger or Consolidation or Change of Name of Rights
            Agent . . . . . . . . . . . . . . . . . . . . . . . . . .   24
SECTION 20. Duties of Rights Agent. . . . . . . . . . . . . . . . . .   25
SECTION 21. Change of Rights Agent. . . . . . . . . . . . . . . . . .   26
SECTION 22. Issuance of New Right Certificates. . . . . . . . . . . .   27
SECTION 23. Redemption and Termination. . . . . . . . . . . . . . . .   27
SECTION 24. Exchange. . . . . . . . . . . . . . . . . . . . . . . . .   28
SECTION 25. Notice of Certain Events. . . . . . . . . . . . . . . . .   29
SECTION 26. Notices . . . . . . . . . . . . . . . . . . . . . . . . .   30
SECTION 27. Supplements and Amendments. . . . . . . . . . . . . . . .   30
SECTION 28. Successors. . . . . . . . . . . . . . . . . . . . . . . .   31
SECTION 29. Determinations and Actions by the Board of Directors. . .   31
SECTION 30. Benefits of this Agreement. . . . . . . . . . . . . . . .   31
SECTION 31. Severability. . . . . . . . . . . . . . . . . . . . . . .   31
SECTION 32. Governing Law . . . . . . . . . . . . . . . . . . . . . .   32
SECTION 33. Counterparts. . . . . . . . . . . . . . . . . . . . . . .   32
SECTION 34. Descriptive Headings. . . . . . . . . . . . . . . . . . .   32

                                      i

                              RIGHTS AGREEMENT

     Rights Agreement, dated as of February 18, 1999 between American Water
Works Company, Inc., a Delaware corporation (the "Company"), and BankBoston
N.A., a national banking association, as Rights Agent (the "Rights Agent").

     The Board of Directors of the Company has authorized and declared a
dividend distribution of one common share purchase right (a "Right") for
each Common Share (as hereinafter defined) of the Company outstanding as of
the Close of Business on March 2, 1999 (the "Record Date"), each Right
initially representing the right to purchase one Common Share, upon the
terms and subject to the conditions herein set forth, and has further
authorized (i) the issuance of one Right with respect to each Common Share
that shall become outstanding between the Record Date and the earliest of
the Distribution Date (as such term is defined in Section 3), the
Redemption Date and the Final Expiration Date (as such terms are defined in
Section 7) and (ii) in certain circumstances provided in Section 22, the
issuance of one Right with respect to each Common Share that shall become
outstanding between the Distribution Date and the earlier of the Redemption
Date and the Final Expiration Date.

     Accordingly, in consideration of the premises and the mutual
agreements herein set forth, and intending to be legally bound hereby, 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 25% or more of the Common Shares then outstanding (after giving
effect to any issuance of Common Shares in connection with such Person
becoming the Beneficial Owner of 25% or more of Common Shares), but shall
not include

          (i)    any Exempt Person (as hereinafter defined); or

          (ii)   any John H. Ware, 3rd Family Member (as such term is
     hereinafter defined); 

          (iii)  any Willard M. Ware Family Member (as such term is
     hereinafter defined); or

          (iv)  any Ware Family Voting Trust (as such term is hereinafter
     defined) which may hereafter be formed;

provided, however, that

               (A)  all John H. Ware, 3rd Family Members, taken together,
     shall become an Acquiring Person at such time (if any) as the
     aggregate percentage of the outstanding Common Shares beneficially
     owned by them (excluding (1) Common Shares acquired upon exercise of
     the Rights, (2) Common Shares hereafter acquired from a Willard M.
     Ware Family Member, and (3) any Common Shares beneficially owned by
     any Willard M. Ware Family Member which may be deemed to be
     beneficially owned by a John H. Ware, 3rd Family Member by virtue of
     Section 1(d)(ii) hereof) shall be more than 25% of the Common Shares
     then outstanding; and 


               (B)  all Willard M. Ware Family Members, taken together,
     shall become an Acquiring Person at such time (if any) as the
     aggregate percentage of the outstanding Common Shares beneficially
     owned by them (excluding (1) Common Shares acquired upon exercise of
     the Rights, (2) Common Shares hereafter acquired from a John H. Ware,
     3rd Family Member, and (3) any Common Shares beneficially owned by a
     John H. Ware, 3rd Family Member which may be deemed to be beneficially
     owned by a Willard M. Ware Family Member by virtue of Section 1(d)(ii)
     hereof) shall be more than 25% of the Common Shares then outstanding;
     and

               (C)  the Ware Family Voting Trust shall become an Acquiring
     Person at such time (if any) as the aggregate percentage of the
     outstanding Common Shares beneficially owned by the Ware Family Voting
     Trust (excluding Common Shares acquired upon exercise of the Rights)
     shall be more than 50% of the Common Shares then outstanding.  

Notwithstanding the foregoing:

               (A)  no Person shall become an "Acquiring Person" as the
     result of an acquisition of Common Shares by the Company that, by
     reducing the number of Common Shares (or securities convertible into
     or exchangeable for Common Shares) outstanding, increases the
     percentage of Common Shares beneficially owned by such Person
     (together with all Affiliates and Associates of such Person) to 25% or
     more of the Common Shares then outstanding; provided, however, that if
     any Person (other than an Exempt Person) shall become the Beneficial
     Owner of 25% or more of the Common Shares then outstanding by reason
     of share purchases by the Company and shall, after such share
     purchases by the Company, become the Beneficial Owner of any
     additional Common Shares of the Company (other than due to another
     share purchase by the Company), then such Person shall be an
     "Acquiring Person;" 

               (B)  if the Board of Directors of the Company determines in
     good faith that a Person who would otherwise be an "Acquiring Person"
     as defined pursuant to the first sentence of this paragraph (a), has
     become such inadvertently, and such Person divests as promptly as
     practicable a sufficient number of Common Shares so that such Person
     would no longer be an "Acquiring Person," as defined pursuant to the
     foregoing provisions of this paragraph (a), then such Person shall
     not, solely as a result of such inadvertent acquisition, be deemed to
     be an "Acquiring Person" for any purpose of this Agreement; and 
   
               (C)  no Person shall become an Acquiring Person to the
     extent that the Board of Directors approves in advance of the
     transaction or series of transactions which but for the operation of
     this sentence would have caused such a Person to become an Acquiring
     Person; provided however that such Person shall become an Acquiring
     Person immediately upon becoming the Beneficial Owner of any Common
     Stock other than pursuant to the transaction or series of transactions
     approved by the Board of Directors pursuant to this sentence.  

                                     2

     (b)  "Adverse Change of Control" shall mean a change (resulting from a
proxy or consent solicitation) in a majority of the directors in office at
the commencement of such solicitation, and any Person who is or was a
participant in such solicitation has stated (or if upon the commencement of
such solicitation, a majority of the Board of Directors of the Company has
determined in good faith) that such Person (or any of its Affiliates or
Associates) has taken or intends to take, or may consider taking, any
action that would result in such Person becoming an Acquiring Person or
that would cause the occurrence of a Triggering Event.

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

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

          (i)  that such Person or any of such Person's Affiliates or
     Associates, directly or indirectly has

               (A)  the right to acquire (whether such right is exercisable
     immediately or only after the passage of time) pursuant to any
     agreement, arrangement or understanding (whether or not in writing),
     or upon the exercise of conversion rights, exchange rights, rights
     (other than the Rights), warrants or options, or otherwise; provided,
     however, that a Person shall not be deemed the Beneficial Owner of, or
     to beneficially own (1) securities tendered pursuant to a tender or
     exchange offer made by or on behalf of such Person or any of such
     Person's Affiliates or Associates until such tendered securities are
     accepted for purchase or exchange, (2) securities issuable upon
     exercise of Rights at any time prior to the occurrence of a Triggering
     Event, or (3) securities issuable upon exercise of Rights from and
     after the occurrence of a Triggering Event, if such Rights were
     acquired by such Person or such Person's Affiliates or Associates
     prior to the Distribution Date or pursuant to Section 3(a) or Section
     22 or pursuant to Section 11(a)(i) in connection with an adjustment
     made with respect to any of the Rights heretofore specified in this
     clause (3); or

               (B)  the right (sole or shared) to vote or otherwise has
     "beneficial ownership" (as determined pursuant to Rule 13d-3 of the
     General Rules and Regulations under the Exchange Act), 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, pursuant to this
     subparagraph (B), any security as a result of any agreement,
     arrangement or understanding to vote such security if such agreement,
     arrangement or understanding (1) arises solely from a revocable proxy
     or consent given to such Person in response to a public proxy or
     consent solicitation made pursuant to, and in accordance with, the
     applicable rules and regulations of the Exchange Act and (2) is not
     also then reportable on Schedule 13D under the Exchange Act (or any
     comparable or successor report); or

         (ii)  that are beneficially owned, including pursuant to
      subparagraphs (i)(A) and (B) of this subsection (d), directly or
      indirectly, by any other Person (or Affiliate or                      

                                     3

     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) for the purpose of
     acquiring, holding, voting (except pursuant to a revocable proxy as
     described in the provision in subparagraph (i)(B) of this subsection
     (d)) or disposing of any securities of the Company.

     Notwithstanding anything to the contrary, the phrase "then
outstanding", when used with reference to an Acquiring Person or a Person's
Beneficial Ownership of securities of the Company, shall mean the number of
securities then issued and outstanding plus the number not then actually
issued and outstanding but which such Person is deemed to own beneficially
hereunder, and any calculation of the percentage of securities Beneficially
Owned by such Person shall be subject to the first sentence of Section 29;

provided, however, that nothing in this subsection (d) shall cause a Person
engaged in business as an underwriter of securities to be the "Beneficial
Owner" of, or to "beneficially own," any securities acquired through such
Person's participation in good faith in a firm commitment underwriting
until the expiration of forty days after the date of such acquisition.

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

     (f)  "Close of Business" on any given date shall mean 5:00 P.M.,
Eastern Time, on such date; provided, however, that if such date is not a
Business Day, it shall mean 5:00 P.M., Eastern Time, on the next succeeding
Business Day.

     (g)  "Common Shares" when used with reference to the Company shall
mean the shares of Common Stock, par value $1.25 per share, of the Company.
"Common Shares" when used with reference to any Person other than the
Company shall mean the capital stock (or equity interest) with the greatest
voting power of such Person or, if such Person is a Subsidiary of another
Person, the Person or Persons that ultimately control such first-mentioned
Person.

     (h)  "Distribution Date" shall have the meaning set forth in Section
3.

     (i)  "Exempt Person" shall mean (i) the Company, (ii) any Subsidiary
of the Company, (iii) any employee benefit plan of the Company or of any
Subsidiary of the Company or, (iv) any entity holding Common Shares for the
benefit of present or future participants (e.g. a trustee or plan
fiduciary) pursuant to the terms of any such plan.

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

     (k)  "John H. Ware, 3rd Family Member" shall mean any of the
following:

          (i)    John H. Ware, 3rd formerly a director of the Company and
     now deceased;

          (ii)   Any descendent, whether now living or hereafter born, of
     John H. Ware, 3rd;

                                     4

          (iii)  Any spouse (including any widow or widower or future
     (spouse) of any person described in Subsection (i) or (ii) above;

          (iv)   Any executor, administrator, estate, attorney-in-fact,
     agent, proxy, custodian, guardian or representative (including any
     personal representative) (acting in his or her capacity as such) of or
     for any person, but only with respect to the Common Shares of the
     Company beneficially owned by any person referred to in Subsection
     (i), (ii) or (iii) above;

          (v)    Any corporation, trust, general partnership, limited
     partnership, limited liability partnership, limited liability limited
     partnership, limited liability company, organization, foundation or
     other Person (whether now existing or hereafter formed), other that
     the Ware Family Voting Trust, which is an Affiliate or Associate of
     any person referred to in Subsection (i), (ii) or (iii) above; or
   
          (vi)  The Oxford Foundation.

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

     (m)  "Redemption Date" shall have the meaning set forth in Section 7.

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

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

     (p)  "Shares 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.

     (q)  "Subsidiary" of any Person shall mean any corporation or other
entity of which a majority of the voting power of the voting equity
securities or equity interests is owned, directly or indirectly, by such
Person.

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

     (s)  "Ware Family Voting Trust" shall mean any voting trust (and the
trustees thereof in their capacity as such) which may be formed after the
date hereof, the trustees of which include at least one John H. Ware, 3rd
Family Member and one Willard M. Ware Family Member.

     (t)  "Willard M. Ware Family Member" shall mean any of the following:

          (i)    Willard M. Ware formerly a director of the Company and now
     deceased;

                                     5

          (ii)   Any descendent, whether now living or hereafter born, of
     Willard M. Ware;

          (iii)  Any spouse (including any widow or widower or future
     spouse) of any person described in Subsection (i) or (ii) above;

          (iv)   Any executor, administrator, estate, attorney-in-fact,
     agent, proxy, custodian, guardian or representative (including any
     personal representative) (acting in his or her capacity as such) of or
     for any person, but only with respect to the Common Shares of the
     Company beneficially owned by any person referred to in Subsection
     (i), (ii) or (iii) above;

          (v)    Any corporation, trust, general partnership, limited
     partnership, limited liability partnership, limited liability limited
     partnership, limited liability company, organization, foundation or
     other Person (whether now existing or hereafter formed), other than
     the Ware Family Voting Trust, which is an Affiliate or Associate
     of any person referred to in Subsection (i), (ii), or (iii) above; or

          (vi)   The Ware Foundation, the Cobb Foundation and the Catlin-
     Wainwright Foundation.

     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 (and such holders shall, in accordance with Section 3, prior to the
Distribution Date also be the holders of the Common Shares) in accordance
with the terms and conditions hereof and the Rights Agent hereby accepts
such appointment. The Company may from time to time appoint such co-Rights
Agents as it may deem necessary or desirable, upon ten (10) days' prior
written notice to the Rights Agent.  The Rights Agent shall have no duty to
supervise, and shall in no event be liable for, the acts or omissions of
any such co-Rights Agent. In the event the Company appoints one or more
co-Rights Agents, the respective duties of the Rights Agent and any co-
Rights Agents shall be as the Company shall determine.

     SECTION 3.  Issue of Right Certificates.

     (a)  Until the earlier of (i) the Close of Business on the tenth
calendar day after the Shares Acquisition Date or (ii) the Close of
Business on the tenth Business Day after the date that a tender or exchange
offer by any Person (other than an Exempt Person) is first published or
sent or given within the meaning of Rule 14d-4(a) of the General Rules and
Regulations under the Exchange Act, the consummation of which would result
in beneficial ownership by a Person (other than an Exempt Person) of 25% or
more of the outstanding Common Shares (including any such date that is
after the date of this Agreement and prior to the issuance of the Rights)
(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) of this Section 3) by the certificates for Common Shares
registered in the names of the holders thereof (which certificates shall
also be deemed to be Right Certificates) and not by separate Right
Certificates, and (y) the right to receive Right Certificates will be
transferable only in connection with the transfer of Common Shares. As soon
as practicable after the Distribution Date, the Rights Agent will send, by
first-class, insured, postage-prepaid mail, to each record holder of Common
Shares as of the Close of Business on the Distribution Date, or, with
respect to Common Shares so issued on or after the Distribution Date
(unless

                                     6

otherwise provided with respect thereto as aforesaid), to the record holder
of such Common Shares on the date of issuance, at the address of such
holder shown on the records of the Company, a Right Certificate, in
substantially the form of Exhibit A, evidencing one Right for each Common
Share so held, subject to adjustments as provided herein. In the event that
an adjustment in the number of Rights per Common Share has been made
pursuant to Section 11(i) hereof, at the time of distribution of the Right
Certificates, the Company may make the necessary and appropriate rounding
adjustments (in accordance with Section 14(a) hereof) so that Right
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 Right
Certificates.

     (b)  As promptly as practicable following the Record Date, the Company
will send a copy of a Summary of Rights, in substantially the form attached
hereto as Exhibit B (the "Summary of Rights"), by first-class, postage-
prepaid mail, to each record holder of Common Shares 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 Common Shares
outstanding as of the Record Date, until the Distribution Date, the Rights
will be evidenced by such certificates for Common Shares registered in the
names of the holders thereof (together with a copy of the Summary of
Rights). Until the earlier of the Distribution Date or Final Expiration
Date, the surrender for transfer of any certificate for Common Shares
outstanding on the Record Date, with or without a copy of the Summary of
Rights attached thereto, shall also constitute the transfer of the Rights
associated with the Common Shares represented thereby.

     (c)  Rights shall be issued in respect of all Common Shares which are
issued (whether originally issued or delivered from the Company's treasury)
after the Record Date but prior to the earlier of the Distribution Date or
Final Expiration Date, or in certain circumstances provided in Section 22,
after the Distribution Date. Certificates for Common Shares issued after
the Record Date but prior to the earlier of the Distribution Date or the
Final Expiration Date shall have impressed on, printed on, written on or
otherwise affixed to them a legend referring to the Rights and this
Agreement in such form as is satisfactory to the Company and the Rights
Agent. 

     (d)  With respect to such certificates bearing the legend referred to
in paragraph 3(c) above, until the earlier of the Distribution Date or the
Final Expiration Date, the Rights associated with the Common Shares
represented by such certificates shall be evidenced by such certificates
alone and registered holders of Common Shares 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 Shares represented by such certificates. In the event that
the Company purchases or acquires any Common Shares after the Record Date
but prior to the earlier of the Distribution Date or the Final Expiration
Date, any Rights associated with such Common Shares shall be deemed
cancelled and retired so that the Company shall not be entitled to exercise
any Rights associated with the Common Shares which are no longer
outstanding. 

     SECTION 4.  Form of Right Certificates.

     (a)  The Right Certificates (and the forms of election to purchase
shares and of assignment to be printed on the reverse thereof) shall be
substantially in the form of Exhibit A 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

                                     7

pursuant thereto or with any rule or regulation of any stock exchange on
which the Rights may from time to time be listed or any securities
association on whose interdealer quotation system the Rights may from time
to time be authorized for quotation, or to conform to usage. Subject to the
provisions of Section 11 and Section 22, the Right Certificates that are
issued in respect of Common Shares that were issued and outstanding as of
the Record Date, shall be dated as of the Record Date, and all Right
Certificates that are issued in respect of other Common Shares shall be
dated as of the respective dates of issuance of such Common Shares, and in
either case on their faces shall entitle the holders thereof to purchase
such number of Common Shares as shall be set forth therein at the price per
Common Share set forth therein (the "Purchase Price"), but the number of
such Common Shares and the Purchase Price shall be subject to adjustment as
provided herein.

     (b)  Any Right Certificate issued pursuant to Section 3 or Section 22
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 any Associate or Affiliate of an Acquiring Person)
which becomes a transferee after the Acquiring Person becomes such, or
(iii) a transferee of an Acquiring Person (or any Associate or Affiliate of
an Acquiring Person) 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 (or any Associate or Affiliate of such Acquiring Person) to holders
of equity interests in such Acquiring Person (or of such Associate or
Affiliate) or to any Person with whom the Acquiring Person has any
agreement, arrangement or understanding regarding the transferred Rights,
or (B) a transfer that the Board of Directors of the Company has determined
is part of a plan, arrangement or understanding which has as a primary
purpose or effect the avoidance of Section 7(e) or Section 11 hereof, and
any Right Certificate issued pursuant to Section 6 or Section 11 upon
transfer, exchange, replacement or adjustment of any other Right
Certificate referred to in this sentence, shall contain (to the extent
feasible) the following legend:

     The Rights represented by this Right Certificate are or were
     beneficially owned by a Person who was or became an Acquiring
     Person or an Affiliate or an Associate of an Acquiring Person.
     This Right Certificate and the Rights represented hereby may
     become null and void in the circumstances specified in Section
     7(e) of the Rights Agreement.

The absence of the foregoing legend on any Right Certificate shall in no
way affect any of the other provisions of this Agreement, including,
without limitation, the provisions of Section 7(e). The Company shall
instruct the Rights Agent in writing of the Rights which should be so
legended and shall supply the Rights Agent with such legended Right
Certificates.

     SECTION 5.  Countersignature and Registration.

     (a)  The Right Certificates shall be executed on behalf of the Company
by its Chairman, its President, Chief Executive Officer or a Vice
President, either manually or by facsimile signature, and have affixed
thereto the Company's seal or a facsimile thereof that shall be attested by
the Secretary, or an Assistant Secretary of the Company, either manually or
by facsimile signature. The Right Certificates shall be countersigned by
the Rights Agent, either manually or by facsimile signature, and shall not
be valid for any purpose unless so countersigned. In case any officer of
the Company who shall have signed any of the Right Certificates shall cease
to be such officer of the Company before countersignature by the Rights
Agent and issuance and delivery by the Company, such Right Certificates,
nevertheless, may be

                                     8

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 Right
Certificates had not ceased to be such officer of the Company; and any
Right Certificate may be signed on behalf of the Company by any person who,
at the actual date of the execution of such Right Certificate, shall be a
proper officer of the Company to sign such Right 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 the office of the Rights Agent designated for such
purposes, books for registration and transfer of the Right Certificates
issued hereunder. Such books shall show the names and addresses of the
respective holders of the Right Certificates, the number of Rights as
evidenced on the face of each of the Right Certificates and the date and
certificate number of each of the Right Certificates.

     SECTION 6.  Transfer, Split Up, Combination and Exchange of Right
Certificates, Mutilated, Destroyed, Lost or Stolen Right Certificates.  

     (a)  Subject to the provisions of Section 4(b), Section 7(e), Section
11 and Section 14, at any time after the Close of Business on the
Distribution Date, and at or prior to the Close of Business on the earlier
of the Redemption Date or the Final Expiration Date, any Right Certificate
or Right Certificates may be transferred, split up, combined or exchanged
for another Right Certificate or Right Certificates, entitling the
registered holder to purchase a like number of Common Shares (or other
securities or other assets, as the case may be) as the Right Certificate or
Right Certificates surrendered then entitled such holder to purchase. Any
registered holder desiring to transfer, split up, combine or exchange any
Right Certificate shall make such request in writing delivered to the
Rights Agent, and shall surrender the Right Certificate or Right
Certificates to be transferred, split up, combined or exchanged, with the
form of assignment and certificate appropriately executed, at the office 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 Right Certificate until the
registered holder shall have completed and signed the certificate contained
in the form of assignment on the reverse side of such Right Certificate and
shall have provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates
thereof as the Company shall reasonably request. Thereupon the Rights Agent
shall, subject to Section 4(b), Section 7(e), Section 11 and Section 14,
countersign and deliver to the person entitled thereto a Right Certificate
or Right Certificates, as the case may be, as so requested. The Company may
require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer, split up, combination
or exchange of Right 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 Right Certificate, and, in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to them, and,
at the Company's request, 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 Right Certificate if mutilated, the
Company will make and deliver a new Right Certificate of like tenor to the
Rights Agent for countersignature and delivery to the registered owner in
lieu of the Right Certificate so lost, stolen, destroyed or mutilated.

                                     9

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

     (a)  Subject to Section 7(e), the registered holder of any Right
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)) in whole or in part at any time after the Distribution Date upon
surrender of the Right Certificate, with the form of election to purchase
on the reverse side thereof duly executed, to the Rights Agent at the
office of the Rights Agent designated for such purpose, together with
payment of the Purchase Price for each Common Share (or other securities,
cash or other assets, as the case may be) as to which the Rights are
exercised, at or prior to the earliest of (i) the Close of Business on
March 2, 2009 (the "Final Expiration Date"), (ii) the time at which the
Rights are redeemed as provided in Section 23 (the "Redemption Date"), or
(iii) the time at which such Rights are exchanged as provided in Section 24
hereof.

     (b)  The Purchase Price for each Common Share pursuant to the exercise
of a Right shall initially be $150.00, shall be subject to adjustment from
time to time as provided in Sections 11 and 13 and shall be payable in
lawful money of the United States of America, subject to paragraph (c)
below.

     (c)  Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase duly executed, accompanied by
payment of the Purchase Price for the shares (or other securities or other
assets, as the case may be) to be purchased and an amount equal to any
applicable transfer tax required to be paid by the holder of such Right
Certificate in accordance with Section 9(e) (as determined by the Rights
Agent) the Rights Agent shall, subject to Section 20(j), thereupon promptly
(i) (A) requisition from any transfer agent of the Common Shares
certificates for the number of Common Shares to be purchased, and the
Company hereby irrevocably authorizes its transfer agent to comply with all
such requests, or (B) if the Company shall have elected to deposit the
total number of Common Shares usable upon exercise of the Rights hereunder
with a depositary agent, requisition from the depositary agent depositary
receipts representing such number of Common Shares to be purchased (in
which case certificates for the Common Shares represented by such receipts
shall be deposited by the transfer agent with the depositary agent) and the
Company hereby directs the depositary agent to comply with such request,
(ii) when appropriate, requisition from the Company the amount of cash to
be paid in lieu of issuance of fractional interests in shares in accordance
with Section 14, (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 Right Certificates registered in such name or
names as may be designated by such holder and (iv) when appropriate, after
receipt, deliver such cash to or upon the order of the registered holder of
such Right Certificate. The payment of the Purchase Price (as such amount
may be reduced pursuant to Section 11(a)(iii)) may be made (i) in cash or
by certified or bank check or money order payable to the order of the
Company or (ii) by delivery of a certificate or certificates (with
appropriate stock powers executed in blank attached thereto) evidencing a
number of Common Shares of the Company equal to the then Purchase Price
divided by the closing price (as determined pursuant to Section 11(d)
hereof) per Common Share of the Company on the trading date immediately
proceeding the date of such exercise.  In the event the Company is
obligated to issue other securities (including Common Shares) of the
Company or distribute other property pursuant to Section 11(a) hereof, the
Company will make all arrangements necessary so that such other securities
or property are available for distribution by the Rights Agent, if and when
appropriate. 

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

                                    10

unexercised shall be issued by the Rights Agent and delivered to the
registered holder of such Right Certificate or to his duly authorized
assigns, subject to the provisions of Section 14.

     (e)  Notwithstanding anything to the contrary in this Agreement, from
and after the first occurrence of any Triggering Event, any Rights
beneficially owned by (i) any Acquiring Person (or any Associate or
Affiliate of an Acquiring Person), (ii) a transferee of an Acquiring Person
(or any Associate or Affiliate of an Acquiring Person) which becomes a
transferee after the Acquiring Person becomes such, or (iii) a transferee
of an Acquiring Person (or any Associate or Affiliate of an Acquiring
Person) 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
(or any Associate or Affiliate of such Acquiring Person) to holders of
equity interests in such Acquiring Person (or of such Associate or
Affiliate) or to any Person with whom the Acquiring Person has any
agreement, arrangement or understanding regarding the transferred Rights,
or (B) a transfer that the Board of Directors of the Company has determined
is part of a plan, arrangement or understanding which has as a primary
purpose or effect the avoidance of this Section 7(e) or Section 11 hereof,
shall be 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) are complied with, but shall have no
liability to any holder of Rights or any other Person as a result of its
failure to make any determination under this Section 7(e) or such Section
4(b) with respect to any Acquiring Person or an Associate or Affiliate of
an Acquiring Person or their transferees.

     (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 transfer or exercise unless such registered holder shall have (i)
completed and signed the certificate following the form of assignment or
election to purchase set forth on the reverse side of the Right Certificate
surrendered for such assignment or 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 Right Certificates.  All
Right Certificates surrendered for the purpose of exercise, transfer, split
up, combination or exchange shall, if surrendered to the Company or to 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 Right Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Rights Agreement. The
Company shall deliver to the Rights Agent for cancellation and retirement,
and the Rights Agent shall so cancel and retire, any other Right
Certificate purchased or acquired by the Company otherwise than upon the
exercise thereof.  The Rights Agent shall deliver all cancelled Right
Certificates to the Company, or shall, at the written request of the
Company, destroy such cancelled Right Certificates, and in such case shall
deliver a certificate of destruction thereof to the Company.

     SECTION 9.  Reservation and Availability of Common Shares.  

     (a)  Subject to the Company's right under Section 11(a)(iii) hereof to
otherwise fulfill its obligations hereunder, the Company covenants and
agrees that it will cause to be reserved and kept available out of its
authorized and unissued Common Shares or any Common Shares held in its
treasury, the number of Common Shares that will be sufficient to permit the
exercise in full of all outstanding Rights

                                    11

pursuant to the terms of this Agreement; provided, however, that such
action need not be taken with respect to Common Shares (or other
securities) issuable upon exercise of the Rights until after such time as
the Rights become exercisable, and with respect to Common Shares (or other
securities) issuable upon occurrence of a Triggering Event until the
occurrence of such event.

     (b)  So long as the Common Shares issuable upon the exercise of Rights
may be listed on any national securities exchange or authorized for
quotation on any interdealer quotation system of any securities
association, the Company shall use its best efforts to cause, from and
after such time as the Rights become exercisable, all shares reserved for
such issuance to be listed on such exchange or quoted on such system upon
official notice of issuance upon such exercise.

     (c)  The Company shall use its best efforts to (i) file, as soon as is
practicable following the earliest date after the first occurrence of a
Triggering Event in which the consideration to be delivered by the Company
upon exercise of the Rights has been determined in accordance with Sections
11(a)(ii) (or Section 11(a)(iii)) and 13 hereof, or as soon as is required
by law following the Distribution Date, as the case may be, a registration
statement under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the Common Shares or other securities purchasable
upon exercise of the Rights on an appropriate form, (ii) cause such
registration statement to become effective as soon as practicable after
such filing and (iii) cause such registration statement to remain effective
(with a prospectus at all times meeting the requirements of the Securities
Act) until the earlier of (A) the date as of which the Rights are no longer
exercisable for such securities or (B) the Final Expiration Date. 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 and other appropriate jurisdictions 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 paragraph, the exercisability of
the Rights in order to prepare and file such registration statement and
permit it to become effective and to take such actions under such other
securities or blue sky laws and permit them to become effective. Upon any
such suspension, the Company shall issue a public announcement stating that
the exercisability of the Rights has been temporarily suspended, as well as
a public announcement at such time as the suspension is no longer in
effect. 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 shall not be permitted under applicable law or a
registration statement shall not have been declared effective.

     (d)  The Company covenants and agrees that it will take all such
action as may be necessary to ensure that all Common Shares 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 shares.

     (e)  The Company further covenants and agrees that, subject to
Sections 6 and 7(c), it will pay when due and payable any and all foreign,
federal and state transfer taxes and charges that may be payable in respect
of the issuance or delivery of the Right Certificates or of any Common
Shares (or other securities or property) upon the exercise of Rights. The
Company shall not, however, be required to pay any transfer tax that may be
payable in respect of any transfer or delivery of Right Certificates to a
Person other than, or the issuance or delivery of certificates or
depositary receipts for the Common Shares (or other securities or property)
in a name other than that of, the registered holder of the Right
Certificate evidencing Rights surrendered for exercise or to issue or
deliver any certificates or depositary

                                    12

receipts for Common Shares (or other securities or property) upon the
exercise of any Rights until any such tax shall have been paid (any such
tax being payable by the holder of such Right 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.  Common Shares Record Date.  Each person in whose name any
certificate for Common Shares (or other securities) is issued upon the
exercise of Rights shall for all purposes be deemed to have become the
holder of record of the Common Shares (or other securities) represented
thereby on, and such certificate shall be dated, the date upon which the
Right Certificate evidencing such Rights was duly surrendered and payment
of the Purchase Price (and any applicable transfer taxes) was made;
provided, however, that if the date of such surrender and payment is a date
upon which the Common Shares (or other securities) transfer books of the
Company are closed or a date on which the exercisability of the Rights is
suspended pursuant to Section 9(c), such person shall be deemed to have
become the record holder of such shares on, and such certificate shall be
dated, as applicable, the next succeeding Business Day on which the Common
Shares (or other securities) transfer books of the Company are open or the
next succeeding Business Day on which such suspension is no longer in
effect. Prior to the exercise of the Rights evidenced thereby, the holder
of a Right Certificate, as such, shall not be entitled to any rights of a
holder of Common Shares (or other securities) 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 of Shares or Number
of Rights.   The Purchase Price, the number and kind of securities 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 Common Shares payable
     in Common Shares, (B) subdivide the outstanding Common Shares, (C)
     combine the outstanding Common Shares into a smaller number of Common
     Shares or (D) issue any shares of its capital stock in a
     reclassification of the Common Shares (including any such
     reclassification in connection with a consolidation or merger in which
     the Company is the continuing or surviving corporation), except as
     otherwise provided in this Section 11(a) and Section 7(e), 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 capital stock
     issuable on such date, shall be proportionately adjusted so that the
     holder of any Right exercised after such time shall be entitled to
     receive the aggregate number and kind of shares of capital stock that,
     if such Right had been exercised immediately prior to such date and at
     a time when the Common Shares (or other capital stock, as the case may
     be) transfer books of the Company were open, such holder would have
     owned upon such exercise and been entitled to receive by virtue of
     such dividend, subdivision, combination or reclassification; provided,
     however, that in no event shall the consideration to be paid upon the
     exercise of one Right be less than the aggregate par value of the
     securities of the Company issuable upon the exercise thereof. If an
     event occurs that would require an adjustment under both this Section
     11(a)(i) and Section

                                    13

     11(a)(ii), 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).

          (ii)   In the event any Person (other than an Exempt Person), at
     any time after the date of this Agreement, together with all
     Affiliates and Associates of such Person shall become the Beneficial
     Owner of 35% or more of the Common Shares then outstanding (after
     giving effect to any issuance of Common Shares in connection with
     such Person becoming the Beneficiary Owner of 35% or more of Common
     Shares) and such Person, after giving effect to such Beneficial
     Ownership, shall be an Acquiring Person, then, promptly following the
     occurrence of such Section 11(a)(ii) Event, proper provision shall be
     made so that each holder of a Right, except as provided in Section
     7(e), shall thereafter have a right to receive, upon exercise thereof
     at the then current Purchase Price in accordance with the terms of
     this Agreement, in lieu of the number of Common Shares for which a
     Right was theretofore exercisable, such number of Common Shares as
     shall equal the result obtained by (x) multiplying the then current
     Purchase Price by the number of Common Shares for which a Right was
     exercisable immediately prior to the first occurrence of the Section
     11(a)(ii) Event and (y) dividing that product (which, following such
     first occurrence, shall thereafter be referred to as the "Purchase
     Price" for each Right and for all purposes of this Agreement) by 50%
     of the current per share market price of the Common Shares (determined
     pursuant to Section 11(d)) on the date of the occurrence of the
     Section 11(a)(ii) Event (such number of shares is herein called the
     "Adjustment Shares"); provided, however, that the Purchase Price and
     number of Adjustment Shares shall be further adjusted as provided in
     this Agreement to reflect any event occurring after the date of such
     first occurrence.

          (iii)  In the event that after the Distribution Date or, in the
     case of a Section 11(a)(ii) Event after the date of the occurrence of
     such Section 11(a)(ii) Event, the number of Common Shares which is
     authorized by the Company's certificate of incorporation but not
     outstanding or reserved for issuance for purposes other than upon
     exercise of the Rights is not sufficient to permit the exercise in
     full of the Rights, the Company shall: (A) determine the excess of
     (1) the value of the Common Shares, or Adjustment Shares in accordance
     with Section 11(a)(ii), as the case may be, issuable upon the exercise
     of a Right (the "Current Value") over (2) the Purchase  Price (such
     excess is herein called the "Spread"), and (B) with respect to each
     Right, make adequate provision to substitute for the Common Shares, or
     Adjustment Shares, as the case may be, upon exercise of the Rights,
     (1) cash, (2) a reduction in the Purchase Price, (3) Common Shares of
     the same or different class or other equity securities of the Company
     (including, without limitation, shares, or units of shares, of
     preferred stock which the Board of Directors of the Company has deemed
     to have substantially the same economic value as Common Shares (such
     shares or units of shares of preferred stock are referred to herein as
     "common share 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 a nationally recognized 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 Distribution Date, or in the case of a Section
     11(a)(ii) Event the later of (x)

                                    14

     the first occurrence of a Section 11(a)(ii) Event and (y) the date on
     which the Company's right of redemption pursuant to Section 23(a)
     expires (the later of (x), and (y) being referred to herein as the
     "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated
     to deliver, upon the surrender for exercise of a Right and without
     requiring payment of the Purchase Price, Common Shares (to the extent
     available) and then, if necessary, cash, which shares and/or cash have
     an aggregate value equal to the Spread.  If the Board of Directors of
     the Company shall determine in good faith that it is likely that
     sufficient additional Common Shares 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
     one hundred twenty (120) days after the Distribution Date or the
     Section 11(a)(ii) Trigger Date, as the case may be, in order that the
     Company may seek stockholder 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 should 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 securities 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
     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 Shares shall be the current per share market price per Common
     Share (as defined in Section 11(d)) on the Distribution Date or the
     Section 11(a)(ii) Trigger Date, as the case may be, and the value of
     any "common share equivalent" shall be deemed to have the same value
     as the Common Shares 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
Common Shares entitling them (for a period expiring within 45 calendar days
after such record date) to subscribe for or purchase Common Shares, or
shares having the same rights, privileges and preferences as Common Shares
("equivalent common shares"), or securities convertible into Common Shares
or equivalent common shares at a price per Common Share or per equivalent
common share, or having a conversion price per share, if a security
convertible into Common Shares or equivalent common shares, less than the
current per share market price of the Common Shares (as determined pursuant
to Section 11(d)) 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 Common Shares outstanding on such
record date plus the number of Common Shares which the aggregate offering
price of the total number of Common Shares and/or equivalent common shares
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 Common
Shares outstanding on such record date plus the number of additional Common
Shares and/or equivalent common shares 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 in
consideration part or all of which shall 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 Rights. Common Shares owned by or

                                    15

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 that would then be in effect if such record date had not
been fixed.

     (c)  In case the Company shall fix a record date for the making of a
distribution to all holders of Common Shares (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing corporation) of evidences of indebtedness, cash
or assets (other than a regular quarterly cash dividend out of the earnings
or retained earnings of the Company or a dividend payable in Common Shares
but including a dividend payable in stock other than Common Shares) or
subscription rights or warrants (excluding those referred to in Section
11(b)), 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 per share market price of the Common Shares (as determined pursuant
to Section 11(d)) 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
and shall be binding on the Rights Agent and the holders of the Rights) of
the portion of the cash, assets or evidences of indebtedness so to be
distributed or of such subscription rights or warrants applicable to one
Common Share and the denominator of which shall be such current per share
market price of the Common Shares. 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 again be
adjusted to be the Purchase Price that would then be in effect if such
record date had not been fixed.

     (d)  For the purpose of any computation hereunder (other than
computations made pursuant to Section 11(a)(iii) hereof), the "current per
share market price" of the Common Shares on any date shall be deemed to be
the average of the daily closing prices per share of such Common Shares 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 per share market
price" of Common Shares on any date shall be deemed to be the average of
the daily closing prices per share of such Common Shares for the ten (10)
consecutive Trading Day's immediately following such date; provided,
however, that in the event that the current per share market price of the
Common Shares is determined during a period following the announcement by
the issuer of such Common Shares of (1) a dividend or distribution on such
Common Shares payable in such Common Shares or securities convertible into
such Common Shares (other than the Rights), or (2) any subdivision,
combination or reclassification of such Common Shares, and prior to the
expiration of thirty (30) Trading Days, or ten (10) Trading Days, 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 per share market price shall be
appropriately 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 Common Shares 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 United
States national securities exchange on which the Common Shares are listed
or admitted to trading or, if the Common Shares are not listed or admitted
to trading on any United States national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low
asked prices in the United States over-the-counter market, as reported by
the National Association of Securities

                                    16

Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system
then in use, or, if on any such date the Common Shares are not quoted by
any such organization, the average of the closing bid and asked prices as
furnished by a United States professional market maker making a market in
the Common Shares selected by the Board of Directors of the Company. If on
any such date no such market maker is making a market in the Common Shares,
the fair value of the Common Shares on such date as determined in good
faith by the Board of Directors of the Company shall be used. The term
"Trading Day" shall mean a day on which the principal United States
national securities exchange on which the Common Shares are listed or
admitted to trading is open for the transaction of business or, if the
Common Shares are not listed or admitted to trading on any United States
national securities exchange, a Business Day. If the Common Shares are not
publicly held or not so listed or traded, "current per share market price"
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.

     (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 1% in the Purchase Price; provided,
however, that any adjustments that by reason of this Section 11(e) are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment.  All calculations under this Section 11 shall be
made to the nearest cent or to the nearest one ten-thousandth of a Common
Share or other share, 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 Final
Expiration Date.

     (f)  If as a result of an adjustment made pursuant to Section
11(a)(ii) or Section 13(a), the holder of any Right thereafter exercised
shall become entitled to receive any shares of capital stock of the Company
other than Common Shares, thereafter the number of such other shares so
receivable upon exercise of any Right 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 shares contained in Section 11(a),
(b), (c), (e), (g), (h), (i), (j), (k) and (m) and the provisions of
Sections 7, 9, 10, 13 and 14 with respect to the Common Shares 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 Common Shares
purchasable from time to time hereunder upon exercise of the Rights, all
subject to further adjustment as provided herein.

     (h)  Unless the Company shall have exercised its election as provided
in Section 11(i), upon each adjustment of the Purchase Price as a result of
the calculations made in Sections 11(b) and (c), each Right outstanding
immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number
of Common Shares obtained by (i) multiplying (x) the number of Common
Shares 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 substitution for any
adjustment in the number of Common Shares

                                    17

purchasable upon the exercise of a Right. Each of the Rights outstanding
after such adjustment of the number of Rights shall be exercisable for the
number of Common Shares 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 Right Certificates have been issued, shall be
at least ten (10) days later than the date of the public announcement. If
Right 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 on such
record date Right Certificates evidencing, subject to Section 14, 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 Right Certificates held by such holders prior to the date of
adjustment, and upon surrender thereof, if required by the Company, new
Right Certificates evidencing all the Rights to which such holders shall be
entitled after such adjustment Right 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
Right 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 Common Shares issuable upon the exercise of the Rights, the
Right Certificates theretofore and thereafter issued may continue to
express the Purchase Price and the number of Common Shares that were
expressed in the initial Right Certificates issued hereunder.

     (k)  Before taking any action that would cause an adjustment reducing
the Purchase Price below the then par value, if any, of the Common Shares
issuable upon exercise of the Rights, the Company shall take any corporate
action that may, in the opinion of its counsel, be necessary in order that
the Company may validly and legally issue fully paid and nonassessable
Common Shares 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 issuing to the holder of any Right exercised after such
record date the Common Shares and other capital stock or securities of the
Company, if any, issuable upon such exercise over and above the Common
Shares and other capital stock or securities of the Company, if any,
issuable upon such exercise on the basis of the Purchase Price in effect
prior to such adjustment; provided, however, that the Company shall deliver
to such holder a due bill or other appropriate instrument evidencing such
holder's right to receive such additional shares upon the occurrence of the
event requiring such adjustment

     (m)  Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and
to the extent that 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 Common Shares, (ii) issuance wholly for
cash of any Common Shares at less than the current market price, (iii)
issuance wholly for cash of Common Shares or other securities that by their
terms are convertible into or 

                                    18

exchangeable for Common Shares, (iv) dividends on Common Shares payable in
Common Shares or (v) issuance of rights, options or warrants referred to
hereinabove in this Section 11, hereafter made by the Company to holders of
its Common Shares 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 or engage in a share
exchange with any other Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof), or (iii) sell or
transfer (or permit any Subsidiary to sell or transfer), in one transaction
or a series of related transactions, assets 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 consolidating, merger, 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,
share exchange or sale, the stockholders of the Person who constitutes, or
would constitute, the "Principal Party" for purposes of Section 13(a) shall
have received a distribution of Rights previously owned by such Person or
any of its Affiliates or Associates.

     (o)  The Company covenants and agrees that, after the Distribution
Date, it shall not, except as permitted by Section 23, Section 24 or
Section 27 hereof, take (or permit any Subsidiary to take) any action if at
the time such action is taken it is reasonably foreseeable that such action
will diminish substantially or otherwise eliminate the benefits intended to
be afforded by the Rights.

     (p)  Anything in this Agreement to the contrary notwithstanding, in
the event that the Company shall at any time after the date of this
Agreement and prior to the Distribution Date consolidate with, or merge
with or into, any other Person for the primary purpose of a change of
domicile of the Company, and, in connection with such consolidation or
merger, all of the outstanding Common Shares shall be changed into or
exchanged for Common Shares of the surviving corporation of such
consolidation or merger (the "Surviving Corporation"), then proper
provision shall be made so that Rights shall be associated with each Common
Share of the Surviving Corporation, except as provided in Section 7(e)
hereof, such that the number of Rights associated with each Common Share of
the Surviving Corporation following any such event shall equal the result
obtained by multiplying the number of Rights associated with each Common
Share immediately prior to such event by a fraction the numerator of which
shall be the total number of Common Shares outstanding immediately prior to
the occurrence of the event and the denominator of which shall be the total
number of Common Shares of the Surviving Corporation which the Common
Shares were changed into or exchanged for pursuant to the consolidation or
merger. Following such a consolidation or merger, this Agreement shall
remain in effect and all references to the Company shall be deemed to be
references to the Surviving Corporation.

     SECTION 12.  Certificate of Adjusted Purchase Price or Number of
Shares.  Whenever an adjustment is made as provided in Sections 11 or 13,
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 Common Shares a copy of such certificate and (c) mail a brief
summary thereof to each holder of record of a Right Certificate (or, if
prior to the Distribution Date, to each holder of record of a certificate
representing Common Shares) in
                                    19

accordance with Section 25. The Rights Agent shall be fully protected in
relying on such certificate and on any adjustment contained therein and
shall not be deemed to have knowledge of any adjustment unless and until it
shall have received such certificate.

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

     (a)  In the event that, following the Shares Acquisition Date,
directly or indirectly, (x) the Company shall consolidate with, or merge
with and into, any other Person (other than a Subsidiary of the Company in
a transaction which complies with Section 11(o) hereof), and the Company
shall not be the continuing or surviving corporation of such consolidation
or merger, (y) any Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof) shall engage in a
share exchange with or shall consolidate with, or merge with or into, the
Company, and the Company shall be the continuing or surviving corporation
of such share exchange, consolidation or merger and, in connection with
such share exchange, consolidation or merger, all or part of the
outstanding Common Shares shall be changed into or exchanged for stock or
other securities of any other Person or cash or any other property, or (z)
the Company shall sell or otherwise transfer (or one or more of its
Subsidiaries shall sell or otherwise transfer), in one transaction or a
series of related transactions, assets or earning power aggregating 50% or
more 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 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 Common Shares of the
     Principal Party (as such term is hereinafter defined), not subject to
     any liens, encumbrances, rights of call, 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 Common
     Shares for which a Right was exercisable immediately prior to the
     first occurrence of a Section 13 Event (or, if a Section 11(a)(ii)
     Event has occurred prior to the first occurrence of a Section 13
     Event, multiplying the Purchase Price in effect immediately prior to
     the first occurrence of a Section 11(a)(ii) Event by the number of
     Common Shares for which a Right was exercisable immediately prior to
     such first occurrence of a Section 11(a)(ii) Event) and (2) 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 50% of the current per
     share market price of the Common Shares of such Principal Party
     (determined pursuant to Section 11 (d)) 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; and
   
                                    20

          (iv)   such Principal Party shall take such steps (including, but
     not limited to, the reservation of a sufficient number of Common
     Shares) in connection with the consummation of any such transaction as
     may be necessary to assure that the provisions hereof shall thereafter
     be applicable, as nearly as reasonably may be, in relation to its
     Common Shares thereafter deliverable upon the exercise of the Rights; 
    
The Company shall not enter into any transaction of the kind listed in this
Section 13 if at the time of such transaction there are any rights,
warrants, instruments or securities outstanding or any agreements or
arrangements which, as a result of the consummation of such transaction,
would substantially diminish or otherwise eliminate the benefits intended
to be afforded by the Rights.

     If, in the case of a transaction of the kind described in clause (z)
of the first sentence of this Section 13(a), the Person or Persons to whom
assets or earning power are sold or otherwise transferred are individuals,
then the preceding sentence of this Section 13(a) shall be inapplicable,
and the Company shall require as a condition to such sale of transfer that
such Person or Persons pay to each holder of a Right Certificate, upon its
surrender to the Rights Agent and in exchange therefor (without requiring
payment by such holder), cash in the amount determined by multiplying the
then current Purchase Price by the number of Common Shares for which a
Right is then exercisable.  

     (b)  "Principal Party" shall mean

          (i)   in the case of any transaction described in clause (x) or
     (y) of the first sentence of Section 13(a), the Person that is the
     issuer of any securities for or into which Common Shares of the
     Company are converted in such share exchange, merger or consolidation,
     and if no securities are so issued, the Person that is the other
     party to such merger or consolidation; and

          (ii)  in the case of any transaction described in clause (z) of
     the first sentence of Section 13(a), 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 Shares of such
Person are not at such time and have 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 Shares of which are and have 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 Shares 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 Shares having the greatest aggregate market value.

     (c)  The Company shall not consummate any Section 13 Event 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
such Section 13 Event, the Principal Party will

                                    21

          (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 Final Expiration Date;

          (ii)   use its best efforts to qualify or register the Rights and
     the securities purchasable upon exercise of the Rights under the
     securities or 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 share
exchanges, mergers or consolidations or sales or other transfers. In the
event that a Section 13 Event shall occur at any time after the first
occurrence of a Section 11(a)(ii) Event, the Rights which have not
theretofore been exercised shall thereafter become exercisable in the
manner described in Section 13(a).

     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 Right Certificates that evidence fractional Rights. In
lieu of such fractional Rights, there shall be paid to the registered
holders of the Right 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 the 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 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 United States
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 United States securities exchange, the last quoted price or, if
not so quoted, the average of the high bid and low asked prices in the
United States 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 United States professional market maker making a market in
the Rights selected by the Board of Directors of the Company. If on any
such date no such market maker is making a market in the Rights the fair
value of the Rights on such date as determined in good faith by the Board
of Directors of the Company shall be used.

     (b)  The Company shall not be required to issue fractions of Common
Shares upon exercise of the Rights or to issue certificates that evidence
fractions of Common Shares. In lieu of fractional interests in Common
Shares, the Company shall pay to the registered holders of Right
Certificates at the

                                    22

time such Rights are exercised as herein provided an amount in cash equal
to the same fraction of the current market value of one Common Share. For
purposes of this Section 14(b), the current market value of a Common Share
shall be the closing price of a Common Share (as determined pursuant to
Section 11(d) hereof) for the Trading Day immediately prior to the date of
such exercise.

     (c)  The holder of a Right by the acceptance of the Rights expressly
waives his right to receive any fractional Rights or any fractional shares
(except as provided by this Section 14) upon exercise of a Right. 

     SECTION 15.  Rights of Action.  All rights of action in respect of
this Agreement, excepting the rights of action given to the Rights Agent
under Section 18 hereof, are vested in the respective registered holders of
the Right Certificates (and, prior to the Distribution Date, the registered
holders of the Common Shares); and any registered holder of any Right
Certificate (or, prior to the Distribution Date, of the Common Shares),
without the consent of the Rights Agent or of the holder of any other Right
Certificate (or, prior to the Distribution Date, of the Common Shares),
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 Right Certificate in the manner provided in such Right 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 will be entitled to specific performance of
the obligations under, and injunctive relief against actual or threatened
violations of, the obligations of any Person subject to this Agreement.

     SECTION 16.  Agreement of Right 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 the Common Shares;

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

     (c)  subject to Section 6 and Section 7(f) hereof, the Company and the
Rights Agent may deem and treat the person in whose name the Right
Certificate (or, prior to the Distribution Date, the associated Common
Shares certificate) is registered as the absolute owner thereof and of the
Rights evidenced thereby (notwithstanding any notations of ownership or
writing on the Right Certificates or the associated Common Shares
certificate made by anyone other than the Company or the Rights Agent) for
all purposes whatsoever, and neither the Company nor the Rights Agent,
subject to Section 7(e), shall be affected by any notice to the contrary;
and

     (d)  notwithstanding anything in this Agreement to the contrary,
neither the Company nor the Rights Agent shall have any liability to any
holder of a Right or other Person as a result of its inability to perform
any of its obligations under this Agreement by reason of any preliminary or
permanent injunction or other order, decree or ruling issued by a court of
competent jurisdiction or by a

                                    23

governmental, regulatory or administrative agency or commission, or any
statute, rule, regulation or executive order promulgated or enacted by any
governmental authority, prohibiting or otherwise restraining performance of
such obligation; provided, however, the Company must use its best efforts
to have any such order, decree or ruling lifted or otherwise overturned as
soon as possible.

     SECTION 17.  Right Certificate Holder Not Deemed a Stockholder.  No
holder, as such, of any Right Certificate shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of the Common
Shares or any other securities of the Company that may at any time be
issuable on the exercise of the Rights represented thereby, nor shall
anything contained herein or in any Right Certificate be construed to
confer upon the holder of any Right 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 25), or to receive dividends or subscription rights,
or otherwise, until the Right or Rights evidenced by such Right 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 counsel fees 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 arising therefrom.

     (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
Right Certificate or certificate for Common Shares or for other securities
of the Company, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate,
statement, or other paper or document 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 stock transfer or 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 that
such corporation would be eligible for appointment as a successor Rights
Agent under the provisions of Section 21. In case at the time, such
successor Rights Agent shall succeed to the agency created by this
Agreement, any of the Right Certificates shall have been countersigned but
not delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such Right
Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent
may countersign such Right Certificates either in the name of the
predecessor Rights Agent

                                    24

or in the name of the successor Rights Agent; and in all such cases such
Right Certificates shall have the full force provided in the Right
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 Right Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the
countersignature under its prior name and deliver Right Certificates so
countersigned; and in case at that time any of the Right Certificates shall
not have been countersigned, the Rights Agent may countersign such Right
Certificates either in its prior name or in its changed name, and in all
such cases such Right Certificates shall have the full force provided in
the Right 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 Right
Certificates, by their acceptance thereof, shall be bound:

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

     (b)  Whenever in the performance of its duties under this Agreement
the Rights Agent shall deem it necessary or desirable that any fact or
matter (including, without limitation, the identity or existence of any
Acquiring Person and the determination of "current per share 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 any one of the chairman
of the board, the president, any vice president, the secretary, an
assistant secretary or the treasurer 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 to the Company and any
other Person only for its own gross negligence, bad faith or willful
misconduct.

     (d)  The Rights Agent shall not be liable for or by reason of any of
the statements of fact or recitals contained in this Agreement or in the
Right Certificates (except its countersignature thereof) or be required to
verify the same, but all such statements and recitals are and shall be
deemed to have been made by the Company only.

     (e)  The Rights Agent shall not be under any responsibility in respect
of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Right 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 Right
Certificate; nor shall it be responsible for any adjustment required under
the provisions of Section 11 or Section 13 or response responsible for the
manner, method or amount of any such adjustment or the ascertaining of the
existence of facts that would require any such change or adjustment (except
with respect to the exercise of Rights evidenced by Right Certificates
after actual notice that such change or adjustment is required); nor shall
it by any act hereunder be deemed to make any representation or warranty as
to the authorization or reservation of any Common Shares to be issued

                                    25

pursuant to this Agreement or any Right Certificate or as to whether any
Common Shares will, when 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
any one of the Chairman of the Board, the President, Chief Executive
Officer, any Vice President, the Secretary or the 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.

     (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 Person.

     (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 reasonable care was
exercised in the selection and continued employment thereof

     (j)  If, with respect to any Right Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate attached to the form
of assignment or form of election to purchase, as the case may be, has
either not been completed or indicates an affirmative response to clause 1
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 60 days' notice in writing mailed to the Company and to
each transfer agent of the Common Shares by registered or certified mail,
and to the holders of the Right Certificates by first-class mail. The
Company may remove the Rights Agent or any successor Rights Agent upon 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 Shares
by registered or certified mail, and to the holders of the Right
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 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 Right Certificate (who shall, with such notice, submit his Right
Certificate for inspection by the Company), then the holder of record of
any Right Certificate may apply to any court of competent jurisdiction for
the appointment of a new Rights Agent.

                                    26

Any successor Rights Agent, whether appointed by the Company or by such a
court, shall be a corporation organized and doing business under the laws
of the United States or any state of the United States so long as such
corporation is authorized to do business as a banking institution, is in
good standing, is authorized under such laws to exercise corporate trust
powers, and is subject to supervision or examination by federal or state
authority, and has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $50 million. 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 with
the predecessor Rights Agent and each transfer agent of the Common Shares,
and mail a notice thereof in writing to the holders of record of the Right
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 removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.

     SECTION 22.  Issuance of New Right Certificates.  Notwithstanding any
of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right 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 Right
Certificates made in accordance with the provisions of this Agreement. In
addition, in connection with the issuance or sale of Common Shares
following the Distribution Date and prior to the redemption or expiration
of the Rights, the Company (a) shall, with respect to Common Shares 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 Right Certificates representing the appropriate number of
Rights in connection with such issuance or sale; provided, however, that
(i) no such Right 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 to
the Person to whom such Right Certificate would be issued, and (ii) no such
Right Certificate shall be issued if, and to the extent that, appropriate
adjustments 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 Close of Business on the tenth
calendar day following the Shares Acquisition Date (or, if the Shares
Acquisition Date occurred prior to the Record Date, the Close of Business
on the tenth calendar day following such Record Date) or (ii) the Close of
Business on the Final Expiration Date, redeem all, but not less than all,
of the then outstanding Rights at a redemption price of $.0005 per Right,
appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such redemption price
being hereinafter referred to as the "Redemption Price").  Notwithstanding
the foregoing, in the event payment of the Redemption Price to a holder of
Rights would result in the payment of an amount not equal to $.01 or an
integral multiple of $.01, the amount to be paid shall be rounded upward to
the next $.01. Notwithstanding anything contained in this Agreement to the
contrary, the Rights shall not be exercisable after the first occurrence of
a Section 11(a)(ii) Event until such time as the Company's right of
redemption set forth in the first sentence of this Section 23(a) has
expired. The Company, may,

                                    27

at its option, pay the Redemption Price in cash (whether in United States
dollars or in such other currency or currencies as the Board of Directors
may determine), Common Shares (based on the current market price per share
at the time of redemption) or any other form of consideration deemed
appropriate by the Board of Directors.

     (b)  Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights, 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. Within ten (10) days after action of the
Board of Directors ordering the redemption of the Rights, the Company shall
give notice of such redemption to the holders of the then outstanding
Rights by mailing such notice to all such holders at their last addresses
as they appear 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 Shares. Any notice that 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. Neither the Company nor any of its
Affiliates or Associates may redeem, acquire or purchase for value any
Rights at any time in any manner other than that specifically set forth in
this Section 23 and Section 24 hereof and other than in connection with the
purchase of Common Shares prior to the Distribution Date.

     SECTION 24.  Exchange.

     (a)  The Board of Directors of the Company may, at its option, at any
time after any Person becomes an Acquiring Person, exchange all or part of
the then outstanding and exercisable Rights (which shall not include Rights
that have become void pursuant to the provisions of Section 7(e) hereof)
for Common Shares, each Right being exchangeable for one Common Share,
appropriately adjusted to reflect any transaction specified in Section
11(a)(i) occurring after the date hereof (such number of Common Shares
issuable in exchange for one Right being referred to herein as the
"Exchange Shares). Notwithstanding the foregoing, the Board of Directors
shall not be empowered to effect such exchange at any time after any Person
(other than any Exempt Person), together with all Affiliates and Associates
of such Person, becomes the Beneficial Owner of 50% or more of the Common
Shares then outstanding. 

     (b)  Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to subsection (a) of
this Section 24 and without any further action and without any notice, the
right to exercise such Rights shall terminate and the only right thereafter
of a holder of such Rights shall be to receive the Exchange Shares. The
Company shall promptly give public notice of any such exchange; provided,
however, that the failure to give, or any defect in, such notice shall not
affect the validity of such exchange. The Company promptly shall mail a
notice of any such exchange to all of the holders of such Rights at their
last addresses as they appear upon the registry books of the Rights Agent.
Any notice that is mailed in the manner herein provided shall be deemed
given, whether or not the holder receives the notice. Each such notice of
exchange will state the method by which the exchange of the Common Shares
for Rights will be effected and, in the event of any partial exchange, the
number of Rights which will be exchanged. Any partial exchange shall be
effected pro rata based on the number of Rights (other than Rights which
have become void pursuant to the provisions of Section 7(e) hereof) held by
each holder of Rights.

     (c)  In the event that there shall not be sufficient Common Shares
issued but not outstanding, or authorized but unissued, to permit any
exchange of Rights as contemplated in accordance

                                    28

with this Section 24, the Company shall take all such action as may be
necessary to authorize additional Common Shares for issuance upon exchange
of the Rights or shall take such other action specified in Section
11(a)(iii) hereof.

     (d)  The Company shall not be required to issue fractions of Common
Shares or to distribute certificates which evidence fractional Common
Shares. In lieu of such fractional Common Shares, the Company shall pay to
the registered holders of the Right Certificates with regard to which such
fractional Common Shares would otherwise be issuable an amount in cash
equal to the same fraction of the current market value of a whole Common
Share. For the purposes of this subsection (d), the current market value of
a whole Common Share shall be the closing price of a Common Share (as
determined pursuant to the second and third sentences of Section 11(d)
hereof) for the Trading Day immediately prior to the date of exchange
pursuant to this Section 24.

     SECTION 25.  Notice of Certain Events.  

     (a)  In case the Company shall propose, at any time after the
Distribution Date, (i) to pay any dividend payable in stock of any class to
the holders of its Common Shares or to make any other distribution to the
holders of its Common Shares (other than a regular quarterly cash dividend)
or (ii) to offer to the holders of its Common Shares rights or warrants to
subscribe for or to purchase any additional Common Shares or shares of
stock of any class or any other securities, rights or options, or (iii) to
effect any reclassification of its Common Shares (other than a
reclassification involving only the subdivision of outstanding Common
Shares), or (iv) to effect any consolidation or merger into or with any
other Person (other than a Subsidiary of the Company in a transaction that
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 or more transactions, of 50% or more 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 Right Certificate, in accordance with Section 26 hereof
a notice of such proposed action that shall specify the record date for the
purposes of such stock dividend, or distribution of rights or warrants, or
the date on which such reclassification, consolidation, merger, sale,
transfer, liquidation, dissolution, or winding up is to take place and the
date of participation therein by the holders of the Common Shares, 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 20 days prior to
the record date for determining holders of the Common Shares for purposes
of such action, and in the case of any such other action, at least 20 days
prior to the date of the taking of such proposed action or the date of
participation therein by the holders of the Common Shares, whichever shall
be the earlier.

     (b)  In case a Triggering Event shall occur, then, in any such case,
(i) the Company shall as soon as practicable thereafter give to each holder
of a Right Certificate, in accordance with Section 26, 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) or
Section 13 and (ii) all references in the preceding paragraph to Common
Shares shall be deemed thereafter to refer to Common Shares and/or other
securities, if appropriate.

     The failure to give notice required by this Section 25 or any defect
therein shall not affect the legality or validity of the action taken by
the Company or the vote on any such action.

                                    29

     SECTION 26.  Notices.  Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of any Right
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:

          American Water Works Company, Inc.
          1025 Laurel Oak Road
          P.O. Box 1770
          Voorhees, New Jersey  08043
               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
Right 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: 

          BankBoston N.A.
          c/o EquiServe, Limited Partnership 
          150 Royall Street
          Canton, MA  02021
               Attention: Client Administration
                              
Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to or on the holder of any Right Certificate
(or, if prior to the Distribution Date, to the holder of certificates
representing Common Shares) shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at the address
of such holder as shown on the registry books of the Company.

     SECTION 27.  Supplements and Amendments.  Prior to the earliest of (i)
the Distribution Date, (ii) the occurrence of a Triggering Event or (iii)
an Adverse Change of Control, the Company may and the Rights Agent shall,
if the Company so directs, supplement or amend any provision of this
Agreement (including supplements or amendments that may be deemed to affect
the interests of the holders of Right Certificates adversely) without the
approval of any holders of certificates representing Common Shares and
associated Rights. From and after the earliest of (i) the Distribution
Date, (ii) the occurrence of a Triggering Event or (iii) an Adverse Change
of Control, the Company may and the Rights Agent shall, if the Company so
directs, supplement or amend this Agreement without the approval of any
holders of Right Certificates (x) in any manner that will not adversely
affect the interests of the holders of Right Certificates (other than an
Acquiring Person or an Affiliate or Associate of any such Acquiring
Person), or (y) in order to cure any ambiguity or to correct or supplement
any provision contained herein which, is defective or inconsistent with the
other provisions contained herein, or (z) to shorten or lengthen any time
period hereunder; provided, however, that this Agreement shall not be
supplemented or amended to lengthen (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 (other than an Acquiring Person or any Affiliate or
Associate of an Acquiring Person). Upon the delivery of a certificate from
an officer of the Company that states that the proposed supplement or
amendment is in compliance with the terms of this Section 27, the Rights
Agent shall execute such supplement or amendment. Notwithstanding

                                    30

anything contained in this Agreement to the contrary, no supplement or
amendment shall be made that changes the Redemption Price, accelerates the
Final Expiration Date, changes the Purchase Price, or changes the number of
Common Shares 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 Shares.

     Notwithstanding anything contained in this Agreement to the contrary,
in the event that at any time after the date of this Agreement the Company
authorizes one or more series of preferred stock, then this Agreement may
be amended or supplemented as the Board of Directors shall deem necessary
or advisable, without the approval of any holders of Right Certificates, to
provide for the issuance of shares (or fractional shares) of preferred
stock of the Company in place of Common Shares which may be received upon
exercise of Rights hereunder prior to the occurrence of any Triggering
Event, and to modify or amend this Agreement in any respect to take into
account the use of such preferred stock (or fractional shares of preferred
stock) in place of such Common Shares.

     SECTION 28.  Successors.  All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.

     SECTION 29.  Determinations and Actions by the Board of Directors. 
For all purposes of this Agreement, any calculation of the number of Common
Shares outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding Common Shares of
which any person is the Beneficial Owner, shall be made in accordance with
the last sentence of Rule l3d-3(d)(1)(i) of the General Rules and
Regulations under the Exchange Act. The Board of Directors of the Company
shall have the exclusive power and authority to administer this Agreement
and to exercise all rights and powers specifically granted to the Board or
to the Company, or as may be necessary or advisable in the administration
of this Agreement, including, without limitation, the right and power to
(i) interpret the provisions of this Agreement, and (ii) make all
determinations deemed necessary or advisable for the administration of this
Agreement (including a determination to redeem or not redeem the Rights or
to amend the Agreement). All such actions, calculations, interpretations
and determinations (including, for purposes of clause (y) below, all
omissions with respect to the foregoing) which are done or made by the
Board of Directors of the Company in good faith, shall (x) be final,
conclusive and binding on the Company, the Rights Agent, the holders of the
Rights and all other parties and (y) not subject the Board to any liability
to the holders of the Rights.

     SECTION 30.  Benefits of this Agreement.  Nothing in this Agreement
shall be construed to give to any person or corporation other than the
Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, the Common Shares) 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 Right Certificates (and,
prior to the Distribution Date, the registered holders of the Common
Shares).

     SECTION 31.  Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired
or invalidated; provided, however, that notwithstanding anything in this
Agreement to the contrary, if any such term, provision, covenant or

                                    31

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 of this Agreement
would adversely affect the purpose or effect of this Agreement, the right
of redemption set forth in Section 23 hereof shall be reinstated and shall
not expire until the close of business on the tenth day following the date
of such determination by the Board of Directors.

     SECTION 32.  Governing Law.  This Agreement, each Right and each Right
Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of Delaware and for all purposes shall be governed by
and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State.

     SECTION 33.  Counterparts.  This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together
constitute but one and the, same instrument.

     SECTION 34.  Descriptive Headings.  Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof. 

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

                               AMERICAN WATER WORKS COMPANY, INC.



Attest:                        By:
                               Name:  J. James Barr
By:                            Title: President and Chief Executive Officer
    W. Timothy Pohl
    Secretary



                               BANKBOSTON N.A.



Attest:                        By:
                               Name:  Carol Mulvey-Eori
By:                            Title: Administration Manager
    Joshua P. McGinn
    Senior Account Manager

                                    32

                                                                  Exhibit A




                         [Form of Right Certificate]

Certificate No. R-                                           _______ Rights

          NOT EXERCISABLE AFTER [AT LEAST 10 DAYS FOLLOWING ANNOUNCEMENT
          OF APPROVAL OF THE RIGHTS PLAN BY THE BOARD], 2009 OR EARLIER
          IF NOTICE OF REDEMPTION IS GIVEN. THE RIGHTS ARE SUBJECT TO
          REDEMPTION AT $.0005 PER RIGHT ON THE TERMS SET FORTH IN THE
          RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS
          BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS
          DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER
          OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED
          BY THIS RIGHT CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A
          PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE
          OR AN ASSOCIATE OF AN ACQUIRING PERSON. THIS RIGHT CERTIFICATE
          AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN
          THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS
          AGREEMENT.]*


                             RIGHT CERTIFICATE

                     AMERICAN WATER WORKS COMPANY, INC.

     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 February   , 1999 (the "Rights
Agreement") between American Water Works Company, Inc., a Delaware
corporation (the "Company"), and _________________ (the "Rights Agent"), to
purchase from the Company at any time after the Distribution Date (as such
term is defined in the Rights Agreement) and prior to 5:00 P.M. Eastern
Time on [               ,    ], 2009 at the office of the Rights Agent
designated for such purpose, or at the office of its successors as Rights
Agent, one share of common stock of the Company, par value $1.25 per share
(the "Common Shares"), fully paid and nonassessable, at a purchase price of
$150.00 per Common Share (the "Purchase Price"), upon presentation and
surrender of this Right Certificate With the Form of Election to Purchase
duly executed. 

______________________________

*  The portion of the legend shall be modified to apply to an Acquiring
   Person as applicable, and shall replace the preceding sentence.

     The number of Rights evidenced by this Right Certificate (and the
number of Common Shares which may be purchased upon exercise thereof) set
forth above, and the Purchase Price set forth above, are the number and
Purchase Price as of [at least 10 days following announcement of approval
of the Rights Plan by the Board], 1999 based on the Common Shares as
constituted at such date.

     As provided in the Rights Agreement, the Purchase Price and the number
of Common Shares or other securities that may be purchased upon the
exercise of the Rights evidenced by this Right 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 Right 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 Right
Certificates.

     Copies of the Rights Agreement are on file at the principal executive
offices of the Company and the above-mentioned offices of the Rights Agent.

     This Right Certificate, with or without other Right Certificates, upon
surrender at the office of the Rights Agent designated for such purpose,
may be exchanged for another Right Certificate or Right Certificates of
like tenor and date evidencing Rights entitling the holder to purchase a
like aggregate number of Common Shares as the Rights evidenced by the Right
Certificate or Right Certificates surrendered shall have entitled such
holder to purchase. If this Right Certificate shall be exercised in part,
the holder shall be entitled to receive upon surrender hereof another Right
Certificate or Right Certificates for the number of whole Rights not
exercised.

     Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may, but are not required to, be redeemed by
the Company at a redemption price of $.0005 per Right, payable in cash,
Common Shares or any other form of consideration deemed appropriate by the
Company's Board of Directors.

     No fractional Common Shares will be issued upon the exercise of any
Right or Rights evidenced hereby, but in lieu thereof a cash payment will
be made, as provided in the Rights Agreement.

     No holder of this Right Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of the
Common Shares or of any other securities of the Company that 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 Right Certificate shall have been exercised as
provided in the Rights Agreement.

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

                                    A-2

     WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal.  Dated as of _______________ ___, _____.

                                    AMERICAN WATER WORKS COMPANY, INC.



                                    By:__________________________________


Attest: 


By:___________________________

Countersigned:

BANKBOSTON N.A.


By:___________________________

                                    A-3

                 [Form of Reverse Side of Right Certificate]

                             FORM OF ASSIGNMENT

              (To be executed by the registered holder if such
               holder desires to transfer the Right Certificates)

     FOR VALUE RECEIVED____________________________________________________

hereby sells, assigns and transfers unto___________________________________

___________________________________________________________________________
                (Please print name and address of transferee)

this Right Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
_____________________________ Attorney, to transfer the within Right
Certificate on the books of the within-named Company, with full power of
substitution.

Dated:__________________



                                    _______________________________________
                                    Signature


Signature Guaranteed:____________________________________ 

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

                                    A-4

                                CERTIFICATE

     The undersigned hereby certifies by checking the appropriate boxes
that: 

     (1)  this Right 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 in the Rights Agreement), and

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

Dated:______________________, ____



                                    _______________________________________
                                    Signature


Signature Guaranteed:______________________________________

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

         ____________________________________________________________

                                   NOTICE

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

                                    A-5


___________________________________________________________________________
                        FORM OF ELECTION TO PURCHASE

                    (To be executed if holder desires to
                       exercise the Right Certificate)

To:  American Water Works Company, Inc.

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

___________________________________________________________________________
                       (Please print name and address)

___________________________________________________________________________
         (Please insert social security or other identifying number)

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

___________________________________________________________________________
                       (Please print name and address)

___________________________________________________________________________
         (Please insert social security or other identifying number)


Dated:___________________, ____


                                    _______________________________________
                                    Signature

Signature Guaranteed:______________________________________


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

                                    A-6

                                 CERTIFICATE

     The undersigned hereby certifies by checking the appropriate boxes
that:

     (1)  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 in the Rights Agreement), and

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

Dated:___________________, ____


                                    _______________________________________
                                    Signature


Signature Guaranteed:______________________________

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

___________________________________________________________________________
                                   NOTICE

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

                                   WARNING

     In the event the Certificate set forth above in the Assignment and
Election to Purchase is not completed, the Company will deem the beneficial
owner of the Rights evidenced by this Right Certificate to be an Acquiring
Person or an Affiliate or Associate of such Acquiring Person (as defined in
the Rights Agreement), and such Assignment or Election to Purchase will not
be honored.

                                    A-7

                                                                  Exhibit B


                        SUMMARY OF RIGHTS TO PURCHASE
                                COMMON STOCK

     The Board of Directors of American Water Works Company, Inc. (the
"Company" has declared a dividend distribution of one common stock purchase
right (the "Rights") for each outstanding share of common stock (the
"Common Shares") of the Company, par value $1.25 per share, to shareholders
of record at the close of business on March 2, 1999 (the "Record Date"). 
Each Right entitles the registered holder to purchase from the Company one
Common Share at a purchase price of $150.00, subject to adjustment (the
"Purchase Price"). The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and
BankBoston N.A., the Rights Agent. Capitalized terms used but not otherwise
defined herein shall have the meaning given such terms in the Rights
Agreement.

     Initially, the Rights will be evidenced by the certificates
representing Common Shares then outstanding, no separate Right Certificates
will be distributed and the Rights will not be tradeable separately from
the Common Shares. The Rights will become exercisable and will separate
from the Common Shares upon the earlier of (i) ten calendar days after a
public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership of 25% or
more of the outstanding Common Shares (the "Shares Acquisition Date") or
(ii) ten business days after the commencement of, or first public
announcement of, an intention to commence, a tender offer or exchange offer
that would result in a person or group beneficially owning 25% or more of
the outstanding Common Shares (the earlier of such dates being called the
"Distribution Date").

     Until the Distribution Date, (i) the Rights will be evidenced by the
Common Share certificates and will be transferred with and only with such
Common Share certificates, (ii) new Common Share certificates issued after
the Record Date will contain, in accordance with the Rights Agreement, a
notation incorporating the Rights Agreement by reference, and (iii) the
surrender for transfer of any certificates for Common Shares outstanding
will also constitute the transfer of the Rights associated with the Common
Shares represented by such certificate.

     The Rights are not exercisable until the Distribution Date and will
expire at the close of business on March 2, 2009, unless earlier redeemed
or exchanged by the Company as described below.

     As soon as practicable after the Distribution Date, Right Certificates
will be mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date, and thereafter, the separate Right
Certificates alone will represent the Rights. Except as otherwise provided
by the Rights Agreement or determined by the Board of Directors, only
Common Shares issued prior to the Distribution Date will be issued with
Rights.

     In the event that a person becomes the beneficial owner of 35% or more
of the then outstanding shares of Common Stock, each holder of a Right will
thereafter have the right to receive, upon exercise, Common Shares (or in
certain circumstances, cash, property or other securities of the Company)
having a value equal to two times the Purchase Price of the Right.
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.

     In the event that (i) the Company consolidates, or merges with, any
other person, and the Company is not the surviving corporation, (ii) any
person engages in a share exchange, consolidation or merger with the
Company where the outstanding Common Shares of the Company are exchanged
for securities, cash or property of the other person and the Company is the
surviving corporation, or (iii) 50% or more of the Company's assets or
earning power is sold or transferred, proper provision will be made so that
each holder of a Right will thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the Purchase Price of the Right. The events set forth in this
paragraph and the preceding paragraph are referred to as the "Triggering
Events."

     The Purchase Price payable and the number of Common Shares or other
securities, cash or property issuable, upon exercise of the Rights are
subject to customary adjustments from time to time to prevent dilution in
the event of certain changes in the shares of the Company. With certain
exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments amount to an increase or decrease of at least 1% in
the Purchase Price. The Company may determine not to issue fractional
Rights or shares, and in lieu thereof, an adjustment in cash will be made
based on the market value of the Rights or shares on the last trading date
prior to the date of exercise.

     In general, the Company may redeem the Rights in whole, but not in
part, at a price of $.0005 per Right, at any time before the earlier of the
close of business on the tenth calendar day following the Shares
Acquisition Date or the close of business on the Expiration Date. 
Immediately upon the action of the Board of Directors 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.

     At any time after any person becomes an Acquiring Person and prior to
the acquisition by such person of 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the then
outstanding and exercisable Rights (other than Rights owned by such person,
which will have become void), in whole or in part, for Common Shares, each
Right being exchangeable for one Common Share, subject to adjustment.

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.

     Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the earliest of (i) the
Distribution Date, (ii) a Triggering Event or (iii) an Adverse Change of
Control. After the earliest to occur of such events, the provisions of the
Rights Agreement may be amended in order (x) to make changes that do not
adversely affect the interests of holders of the Rights (other than the
interests of any Acquiring Person), (y) to cure any ambiguity or correct or
supplement any provision which may be defective or inconsistent with other
provisions contained in the Rights Agreement, or (z) to shorten or lengthen
any time period under the Rights Agreement, but no time period relating to
redemption of the Rights may be lengthened so as to make the Rights
redeemable at a time at which the Rights had not then been redeemable and
no other time period may be lengthened unless for the purpose of
protecting, enhancing or clarifying the rights or benefits of holders of
the Rights.

     An "Adverse Change of Control" is a change in a majority of the Board
of Directors of the Company as a result of a proxy or consent solicitation
and a person who was a participant in such

                                    B-2

solicitation has stated that he or it has taken or intends to take or may
take actions that would cause the occurrence of a Triggering Event.

     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
and is available to registered holders of the Rights upon written request
free of charge from the Company. This summary description of the Rights
does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is incorporated herein by
reference.

                                    B-3