8-K

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                  FORM 8-K

                               CURRENT REPORT


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


Date of Report: June 16, 1999


                                Hasbro, Inc.
  ___________________________________________________________________________
           (Exact name of registrant as specified in its charter)


   Rhode Island                   1-6682                   05-0155090
  ___________________________________________________________________________
  (State or other                (Commission             (IRS Employer
  jurisdiction of                File Number)            Identification No.)
  incorporation)


1027 Newport Avenue,
Pawtucket, Rhode Island                                            02861
_____________________________________________________________________________
(Address of principal executive offices)                         (Zip Code)


Registrant's telephone number including area code: (401) 431-8697

                               Not Applicable
 ____________________________________________________________________________
       (Former name or former address, if changed since last report)




Item 5.  Other Events.

            On June 16, 1999, the Board of Directors of Hasbro, Inc. (the
"Company") approved the extension of the benefits afforded by the Company's
existing rights plan by adopting a new shareholder rights plan. The new
plan, like the existing plan, is intended to deter coercive or partial
offers which will not provide fair value to all shareolders and enhance the
Board's ability to represent all shareholders and thereby maximize
shareholder values.

            Pursuant to the new Rights Agreement between the Company and
Bank Boston, N.A., as Rights Agent (the "1999 Rights Agreement"), one Right
will be issued for each outstanding share of common stock, par value $.50
per share, of the Company on June 30, 1999. Each of the new Rights will
entitle the registered holder to purchase from the Company one
ten-thousandth of a share of Series C Junior Participating Preference
Stock, par value $2.50 per share, at a price of $140 per one ten-thousandth
of a share. The Rights generally will not become exercisable unless and
until, among other things, any person acquires 15% or more of the
outstanding shares of common stock. The new Rights are redeemable under
certain circumstances at $.01 per Right and will expire, unless earlier
redeemed or extended, on June 30, 2009.

            The description and terms of the new Rights are set forth in
the 1999 Rights Agreement, a copy of which is filed herewith and is
incorporated herein by reference.


Item 7.  Financial Statements and Exhibits.

(c)  Exhibits.

Exhibit No. Exhibit

      4     Rights Agreement, dated as of June 16, 1999, between Hasbro,
            Inc. and BankBoston, N.A., which includes as Exhibit B thereto,
            the Form of Rights Certificate.



                                 SIGNATURES


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

                              HASBRO, INC.


                              By: /s/ Phillip H. Waldoks
                                  ----------------------------------------
                                  Name:  Phillip H. Waldoks
                                  Title: Senior Vice President - Corporate
                                         Legal Affairs and Secretary


Date:  June 16, 1999



                             INDEX TO EXHIBITS



  Exhibit No.    Exhibit                                               Page

       4         Rights Agreement, dated as of June 16, 1999,
                 between Hasbro, Inc. and BankBoston, N.A., which
                 includes as Exhibit B thereto, the Form of
                 Rights Certificate.

EX-4

                              RIGHTS AGREEMENT


                         DATED AS OF JUNE 16, 1999


                                  BETWEEN


                                HASBRO, INC.


                                    AND


                              BANKBOSTON, N.A.
                              AS RIGHTS AGENT




                             TABLE OF CONTENTS

 Section                                                               Page

 1.   Certain Definitions  . . . . . . . . . . . . . . . . . . . . . .    3

 2.   Appointment of Rights Agent  . . . . . . . . . . . . . . . . . .   10

 3.   Issuance of Rights Certificates  . . . . . . . . . . . . . . . .   10

 4.   Form of Rights Certificates  . . . . . . . . . . . . . . . . . .   12

 5.   Countersignature and Registration  . . . . . . . . . . . . . . .   14

 6.   Transfer, Split Up, Combination and Exchange of Rights
      Certificates; Mutilated, Destroyed, Lost or Stolen
      Rights Certificates  . . . . . . . . . . . . . . . . . . . . . .   15

 7.   Exercise of Rights; Purchase Price; Expiration Date of
      Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16

 8.   Cancellation and Destruction of Rights Certificates  . . . . . .   19

 9.   Reservation and Availability of Capital Stock  . . . . . . . . .   19

 10.  Preference Stock Record Date . . . . . . . . . . . . . . . . . .   22

 11.  Adjustment of Purchase Price, Number and Kind of Shares
      or Number of Rights  . . . . . . . . . . . . . . . . . . . . . .   22

 12.  Certificate of Adjusted Purchase Price or Number of Shares . . .   35

 13.  Consolidation, Merger or Sale or Transfer of Assets,
      Cash Flow or Earning Power . . . . . . . . . . . . . . . . . . .   35

 14.  Fractional Rights and Fractional Shares  . . . . . . . . . . . .   39

 15.  Rights of Action . . . . . . . . . . . . . . . . . . . . . . . .   41

 16.  Agreement of Rights Holders  . . . . . . . . . . . . . . . . . .   41

 17.  Rights Certificate Holder Not Deemed a Shareholder . . . . . . .   42

 18.  Concerning the Rights Agent  . . . . . . . . . . . . . . . . . .   43

 19.  Merger or Consolidation or Change of Name of Rights Agent  . . .   43

 20.  Duties of Rights Agent . . . . . . . . . . . . . . . . . . . . .   44

 21.  Change of Rights Agent . . . . . . . . . . . . . . . . . . . . .   47

 22.  Issuance of New Rights Certificates  . . . . . . . . . . . . . .   48

 23.  Redemption and Termination . . . . . . . . . . . . . . . . . . .   49

 24.  Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . .   50

 25.  Notice of Certain Events . . . . . . . . . . . . . . . . . . . .   52

 26.  Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   53

 27.  Supplements and Amendments . . . . . . . . . . . . . . . . . . .   54

 28.  Successors . . . . . . . . . . . . . . . . . . . . . . . . . . .   55

 29.  Determinations and Action by the Board, etc. . . . . . . . . . .   55

 30.  Benefits of this Agreement . . . . . . . . . . . . . . . . . . .   56

 31.  Severability . . . . . . . . . . . . . . . . . . . . . . . . . .   56

 32.  Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . .   57

 33.  Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . .   57

 34.  Descriptive Headings . . . . . . . . . . . . . . . . . . . . . .   57


                                  EXHIBITS

 Exhibit A --   Form of Certificate of Designation,
                Preferences and Rights

 Exhibit B --   Form of Rights Certificates

 Exhibit C --   Form of Summary of Rights




                              RIGHTS AGREEMENT


           RIGHTS AGREEMENT, dated as of June 16, 1999 (the "Agreement"),
 between Hasbro, Inc., a Rhode Island corporation (the "Company"), and
 BankBoston, N.A., a national banking association (the "Rights Agent").

                            W I T N E S S E T H

           WHEREAS, the Board of Directors of the Company heretofore
 authorized and declared a dividend distribution of one right for each share
 of Common Stock (as such term is hereinafter defined) of the Company
 outstanding at the close of business on June 15, 1989 (the "1989 Record
 Date"), and authorized the issuance of one right for each share of Common
 Stock of the Company issued between the 1989 Record Date (whether
 originally issued or delivered from the Company's treasury) and the
 earliest of the Distribution Date, the Redemption Date and the Expiration
 Date (as such terms are defined in the Rights Agreement, dated as of June
 4, 1989, and amended on August 23, 1990 (the "1989 Agreement")) between the
 Company and BankBoston, N.A. (formerly known as The First National Bank of
 Boston), a national banking association, each right initially representing
 the right to purchase one one-thousandth of a share of Series B Junior
 Participating Preference Stock of the Company having the rights, powers and
 preferences set forth in the Restated Articles of Incorporation of the
 Company, upon the terms and subject to the conditions set forth in the 1989
 Agreement (the "1989 Rights");

           WHEREAS, effective as of August 23, 1990, the Board of Directors
 of the Company in accordance with the terms and conditions of the 1989
 Agreement, determined it desirable and in the best interests of the Company
 and its shareholders for the Company to amend the 1989 Agreement and on
 such date implemented such changes by executing an amendment to the 1989
 Agreement;

           WHEREAS, on June 16, 1999, the Board of Directors of the Company
 determined it desirable and in the best interests of the Company and its
 shareholders for the Company to extend the benefits of the 1989 Agreement
 and to implement such extension by executing this Agreement; and

           WHEREAS, on June 16, 1999 (the "Rights Dividend Declaration
 Date"), the Board of Directors of the Company authorized and declared a
 dividend distribution of one Right (as hereinafter defined) for each share
 of common stock, par value $0.50 per share, of the Company (the "Common
 Stock") outstanding at the close of business on June 30, 1999 (the "Record
 Date"), and has authorized the issuance of one Right (as such number may
 hereinafter be adjusted pursuant to the provisions of Section 11(p) hereof)
 for each share of Common Stock of the Company issued between the Record
 Date (whether originally issued or delivered from the Company's treasury)
 and the Distribution Date (as hereinafter defined) each Right initially
 representing the right to purchase one ten-thousandth of a share of Series
 C Junior Participating Preference Stock of the Company (the "Preference
 Stock") having the rights, powers and preferences set forth in the form of
 Certificate of Designation, Preferences and Rights attached hereto as
 Exhibit A, upon the terms and subject to the conditions hereinafter set
 forth (the "Rights");

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

           Section 1.  Certain Definitions.  For purposes of this Agreement,
 the following terms have the meanings indicated:

                (a)  "Acquiring Person" shall mean any Person who or which,
 together with all Affiliates and Associates of such Person, shall be the
 Beneficial Owner of 15% or more of the shares of Common Stock then
 outstanding, but shall not include (i) the Company, (ii) any Subsidiary of
 the Company, (iii) any employee benefit plan of the Company, or of any
 Subsidiary of the Company, or any Person or entity organized, appointed or
 established by the Company for or pursuant to the terms of any such plan,
 (iv) Alan or Sylvia Hassenfeld or members of their respective immediate
 families (the "Hassenfeld Family"), heirs or legatees of the Hassenfeld
 Family, the Sylvia Hassenfeld Trust, the Merrill Hassenfeld Trust, the
 Stephen Hassenfeld Trust, the Alan Hassenfeld Trust, the Hassenfeld
 Foundation, transferees by will, laws of descent or distribution or by
 operation of law of any of the foregoing (including any such transferees),
 any trust or foundation to which any of the foregoing has transferred or
 may transfer securities of the Company, any trust established for primary
 benefit of any of the foregoing, or any Affiliates or Associates of any of
 the foregoing (collectively, the "Hassenfeld Group"), (v) any Person who
 becomes the Beneficial Owner of fifteen percent (15%) or more of the shares
 of Common Stock then outstanding as a result of a reduction in the number
 of shares of Common Stock outstanding due to the repurchase of shares of
 Common Stock by the Company unless and until such Person, after becoming
 aware that such Person has become the Beneficial Owner of fifteen percent
 (15%) or more of the then outstanding shares of Common Stock, acquires
 beneficial ownership of additional shares of Common Stock representing one
 percent (1%) or more of the shares of Common Stock then outstanding, or
 (vi) any such Person who has reported or is required to report such
 ownership (but less than 20%) on Schedule 13G under the Securities Exchange
 Act of 1934, as amended and in effect on the date of the Agreement (the
 "Exchange Act") (or any comparable or successor report) or on Schedule 13D
 under the Exchange Act (or any comparable or successor report) which
 Schedule 13D does not state any intention to or reserve the right to
 control or influence the management or policies of the Company or engage in
 any of the actions specified in Item 4 of such schedule (other than the
 disposition of the Common Stock) and, within 10 Business Days of being
 requested by the Company to advise it regarding the same, certifies to the
 Company that such Person acquired shares of Common Stock in excess of 14.9%
 inadvertently or without knowledge of the terms of the Rights and who,
 together with all Affiliates and Associates, thereafter does not acquire
 additional shares of Common Stock while remaining the Beneficial Owner of
 15% or more of the shares of Common Stock then outstanding; provided,
 however, that if the Person requested to so certify fails to do so within
 10 Business Days, then such Person shall become an Acquiring Person
 immediately after such 10-Business-Day period.

                (b)  "Act" shall mean the Securities Act of 1933.

                (c)  "Affiliate" and "Associate" shall have the respective
 meanings ascribed to such terms in Rule 12b-2 of the General Rules and
 Regulations under the Exchange Act.

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

                     (i)  which such Person or any of such Person's
      Affiliates or Associates, directly or indirectly, has the right
      to acquire (whether such right is exercisable immediately or only
      after the passage of time) pursuant to any agreement, arrangement
      or understanding (whether or not in writing) or upon the exercise
      of conversion rights, exchange rights, rights, warrants or
      options, or otherwise; provided, however, that a Person shall not
      be deemed the "Beneficial Owner" of, or to "beneficially own,"
      (A) securities tendered pursuant to a tender or exchange offer
      made by such Person or any of such Person's Affiliates or
      Associates until such tendered securities are accepted for
      purchase or exchange, (B) securities issuable upon exercise of
      Rights at any time prior to the occurrence of a Triggering Event
      (as hereinafter defined), or (C) securities issuable upon
      exercise of Rights from and after the occurrence of a Triggering
      Event which Rights were acquired by such Person or any of such
      Person's Affiliates or Associates prior to the Distribution Date
      (as hereinafter defined) or pursuant to Section 3(a) or Section
      22 hereof (the "Original Rights") or pursuant to Section 11(i)
      hereof in connection with an adjustment made with respect to any
      Original Rights;

                     (ii)  which such Person or any of such Person's
      Affiliates or Associates, directly or indirectly, has the right
      to vote or dispose of or has "beneficial ownership" of (as
      determined pursuant to Rule 13d-3 of the General Rules and
      Regulations under the Exchange Act), including pursuant to any
      agreement, arrangement or understanding, whether or not in
      writing; provided, however, that a Person shall not be deemed the
      "Beneficial Owner" of, or to "beneficially own," any security
      under this subparagraph (ii) as a result of an agreement,
      arrangement or understanding to vote such security if such
      agreement, arrangement or understanding:  (A) arises solely from
      a revocable proxy given in response to a public proxy or consent
      solicitation made pursuant to, and in accordance with, the
      applicable provisions of the General Rules and Regulations under
      the Exchange Act, (B) is not reportable by such Person on
      Schedule 13D under the Exchange Act (or any comparable or
      successor report) and (C) does not constitute a trust, proxy,
      power of attorney or other device with the purpose or effect of
      allowing two or more persons, acting in concert, to avoid being
      deemed "beneficial owners" of such security or otherwise avoid
      the status of "Acquiring Person" under the terms of this
      Agreement or as part of a plan or scheme to avoid the reporting
      requirements under Schedule 13D or Sections 13(d) or 13(g) of the
      Exchange Act; or

                     (iii)  which are beneficially owned, directly or
      indirectly, by any other Person (or any Affiliate or Associate
      thereof) with which such Person (or any of such Person's
      Affiliates or Associates) has any agreement, arrangement or
      understanding (whether or not in writing), for the purpose of
      acquiring, holding, voting (except pursuant to a revocable proxy
      as described in the proviso to subparagraph (ii) of this
      paragraph (d)) or disposing of any voting securities of the
      Company; provided, however, that nothing in this paragraph (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, and
      then only if such securities continue to be owned by such Person
      at such expiration of forty days and provided further, however,
      that any shareholder of the Company, with affiliate(s),
      associate(s) or other person(s) who may be deemed representatives
      of it serving as director(s) of the Company, shall not be deemed
      to beneficially own securities held by other Persons as a result
      of (i) persons affiliated or otherwise associated with such
      shareholder serving as directors or taking any action in
      connection therewith, (ii) discussing the status of its shares
      with the Company or other shareholders of the Company similarly
      situated or (iii) voting or acting in a manner similar to other
      shareholders similarly situated, absent a specific finding by the
      Board of Directors of an express agreement among such
      shareholders to act in concert with one another as shareholders
      so as to cause, in the good faith judgment of the Board of
      Directors, each such shareholder to be the Beneficial Owner of
      the shares held by the other shareholder(s).

                (e)  "Business Day" shall mean any day other than a
 Saturday, Sunday or a day on which banking institutions in 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., Boston, Massachusetts time, on such date; provided, however, that if
 such date is not a Business Day, it shall mean 5:00 P.M., Boston,
 Massachusetts time, on the next succeeding Business Day.

                (g)  "Common Stock" shall mean the common stock, par value
 $0.50 per share, of the Company, except that "Common Stock" when used with
 reference to any Person other than the Company shall mean the capital stock
 of such Person with the greatest voting power, or the equity securities or
 other equity interest having power to control or direct the management, of
 such Person.

                (h)  "Common Stock Equivalents" shall have the meaning set
 forth in Section 11(a)(iii) hereof.

                (i)  "Current Market Price" shall have the meaning set forth
 in Section 11(d) hereof.

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

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

                (l)  "Equivalent Preference Stock" shall have the meaning
 set forth in Section 11(b) hereof.

                (m)  "Exchange Act" shall mean the Securities Exchange Act
 of 1934.

                (n)  "Exchange Ratio" shall have the meaning set forth in
 Section 24 hereof.

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

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

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

                (r)  "Preference Stock" shall mean shares of Series C Junior
 Participating Preference Stock, par value $2.50 per share, of the Company,
 and, to the extent that there are not a sufficient number of shares of
 Series C Junior Participating Preference Stock authorized to permit the
 full exercise of the Rights, any other series of preference stock of the
 Company designated for such purpose containing terms substantially similar
 to the terms of the Series C Junior Participating Preference Stock.

                (s)  "Principal Party" shall have the meaning set forth in
 Section 13(b) hereof.

                (t)  "Purchase Price" shall have the meaning set forth in
 Section 4(a) hereof.

                (u)  "Qualified Offer" shall have the meaning set forth in
 Section 11(a)(ii) hereof.

                (v)  "Record Date" shall have the meaning set forth in the
 last WHEREAS clause at the beginning of this Agreement.

                (w)  "Rights" shall have the meaning set forth in the last
 WHEREAS clause at the beginning of this Agreement.

                (x)  "Rights Agent" shall have the meaning set forth in the
 parties clause at the beginning of this Agreement.

                (y)  "Rights Certificates" shall have the meaning set forth
 in Section 3(a) hereof.

                (aa) "Rights Dividend Declaration Date" shall have the
 meaning set forth in the last WHEREAS clause at the beginning of this
 Agreement.

                (bb) "Section 11(a)(ii) Event" shall mean any event
 described in Section 11(a)(ii) hereof, other than a Qualified Offer.

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

                (dd) "Spread" shall have the meaning set forth in Section
 11(a)(iii) hereof.

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

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

                (gg) "Substitution Period" shall have the meaning set forth
 in Section 11(a)(iii) hereof.

                (hh) "Summary of Rights" shall have the meaning set forth in
 Section 3(b) hereof.

                (ii) "Trading Day" shall have the meaning set forth in
 Section 11(d)(i) hereof.

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

           Section 2.  Appointment of Rights Agent.  The Company hereby
 appoints the Rights Agent to act as agent for the Company and the holders
 of the Rights (who, in accordance with Section 3 hereof, shall prior to the
 Distribution Date also be the holders of the Common Stock) in accordance
 with the terms and conditions hereof, and the Rights Agent hereby accepts
 such appointment.  The Company may from time to time appoint such co-rights
 agents as it may deem necessary or desirable, upon ten (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.

           Section 3.  Issuance of Rights Certificates.

                (a)  Until the earlier of (i) the close of business on the
 tenth Business Day after the Stock Acquisition Date (or, if the tenth
 Business Day after the Stock Acquisition Date occurs before the Record
 Date, the close of business on the Record Date), or (ii) the close of
 business on the tenth Business Day (or such later date as the Board shall
 determine) after the date that a tender or exchange offer by any Person
 (other than the Company, any Subsidiary of the Company, any employee
 benefit plan of the Company or of any Subsidiary of the Company, or any
 Person or entity organized, appointed or established by the Company for or
 pursuant to the terms of any such plan) is first published or sent or given
 within the meaning of Rule 14d-2(a) of the General Rules and Regulations
 under the Exchange Act, if upon consummation thereof, such Person would
 become an Acquiring Person, in either instance other than pursuant to a
 Qualified Offer (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 the
 Common Stock registered in the names of the holders of the Common Stock
 (which certificates for Common Stock shall be deemed also to be
 certificates for Rights) and not by separate certificates, and (y) the
 Rights will be transferable only in connection with the transfer of the
 underlying shares of Common Stock (including a transfer to the Company).
 As soon as practicable after the Distribution Date, the Rights Agent will
 send by first-class, insured, postage-prepaid mail, to each record holder
 of the Common Stock as of the close of business on the Distribution Date,
 at the address of such holder shown on the records of the Company, one or
 more right certificates, in substantially the form of Exhibit B hereto (the
 "Rights Certificates"), evidencing one Right for each share of Common Stock
 so held, subject to adjustment as provided herein.  In the event that an
 adjustment in the number of Rights per share of Common Stock has been made
 pursuant to Section 11(p) hereof, at the time of distribution of the Rights
 Certificates, the Company shall make the necessary and appropriate rounding
 adjustments (in accordance with Section 14(a) hereof) so that Rights
 Certificates representing only whole numbers of Rights are distributed and
 cash is paid in lieu of any fractional Rights.  As of and after the
 Distribution Date, the Rights will be evidenced solely by such Rights
 Certificates.

                (b)  The Company will make available, as promptly as
 practicable following the Record Date, a copy of a Summary of Rights, in
 substantially the form attached hereto as Exhibit C (the "Summary of
 Rights") to any holder of Rights who may so request from time to time prior
 to the Expiration Date. With respect to certificates for the Common Stock
 outstanding as of the Record Date, until the Distribution Date, the Rights
 will be evidenced by such certificates for the Common Stock and the
 registered holders of the Common Stock shall also be the registered holders
 of the associated Rights.  Until the earlier of the Distribution Date or
 the Expiration Date (as such term is defined in Section 7(a) hereof), the
 transfer of any certificates representing shares of Common Stock in respect
 of which Rights have been issued shall also constitute the transfer of the
 Rights associated with such shares of Common Stock.

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

           This certificate also evidences and entitles the holder
      hereof to certain Rights as set forth in the Rights Agreement
      between Hasbro, Inc. (the "Company") and the Rights Agent
      thereunder (the "Rights Agreement"), the terms of which are
      hereby incorporated herein by reference and a copy of which is on
      file at the principal offices of the Company.  Under certain
      circumstances, as set forth in the Rights Agreement, such Rights
      will be evidenced by separate certificates and will no longer be
      evidenced by this certificate.  The Company will mail to the
      holder of this certificate a copy of the Rights Agreement, as in
      effect on the date of mailing,  without charge, promptly after
      receipt of a written request therefor.  Under certain
      circumstances set forth in the Rights Agreement, Rights issued
      to, or held by, any Person who is, was or becomes an Acquiring
      Person or any Affiliate or Associate thereof (as such terms are
      defined in the Rights Agreement), whether currently held by or on
      behalf of such Person or by any subsequent holder, may become
      null and void.

 With respect to such certificates containing the foregoing legend, until
 the earlier of (i) the Distribution Date or (ii) the Expiration Date, the
 Rights associated with the Common Stock represented by such certificates
 shall be evidenced by such certificates alone and registered holders of
 Common Stock shall also be the registered holders of the associated Rights,
 and the transfer of any of such certificates shall also constitute the
 transfer of the Rights associated with the Common Stock represented by such
 certificates.

           Section 4.  Form of Rights Certificates.

                (a)  The Rights Certificates (and the forms of election to
 purchase and of assignment to be printed on the reverse thereof) shall each
 be substantially in the form set forth in Exhibit B hereto and may have
 such marks of identification or designation and such legends, summaries or
 endorsements printed thereon as the Company may deem appropriate and as are
 not inconsistent with the provisions of this Agreement, or as may be
 required to comply with any applicable law or with any rule or regulation
 made pursuant thereto or with any rule or regulation of any stock exchange
 on which the Rights may from time to time be listed, or to conform to
 usage.  Subject to the provisions of Section 11 and Section 22 hereof, the
 Rights Certificates, whenever distributed, on their face shall entitle the
 holders thereof to purchase such number of one ten-thousandths of a share
 of Preference Stock as shall be set forth therein at the price set forth
 therein (such exercise price per one ten-thousandth of a share, the
 "Purchase Price"), but the amount and type of securities purchasable upon
 the exercise of each Right and the Purchase Price thereof shall be subject
 to adjustment as provided herein.

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

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

           Section 5.  Countersignature and Registration.

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

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

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

                (a)  Subject to the provisions of Section 4(b), Section 7(e)
 and Section 14 hereof, at any time after the close of business on the
 Distribution Date, and at or prior to the close of business on the
 Expiration Date, any Rights Certificate or Certificates (other than Rights
 Certificates representing Rights that may have been exchanged pursuant to
 Section 24 hereof) may be transferred, split up, combined or exchanged for
 another Rights Certificate or Certificates, entitling the registered holder
 to purchase a like number of one ten-thousandths of a share of Preference
 Stock (or, following a Triggering Event, Common Stock, other securities,
 cash or other assets, as the case may be) as the Rights Certificate or
 Certificates surrendered then entitles such holder (or former holder in the
 case of a transfer) to purchase.  Any registered holder desiring to
 transfer, split up, combine or exchange any Rights Certificate or
 Certificates shall make such request in writing delivered to the Rights
 Agent, and shall surrender the Rights Certificate or Certificates to be
 transferred, split up, combined or exchanged at the principal office or
 offices of the Rights Agent designated for such purpose.  Neither the
 Rights Agent nor the Company shall be obligated to take any action
 whatsoever with respect to the transfer of any such surrendered Rights
 Certificate until the registered holder shall have completed and signed the
 certificate contained in the form of assignment on the reverse side of such
 Rights Certificate and shall have provided such additional evidence of the
 identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates
 or Associates thereof as the Company shall reasonably request.  Thereupon
 the Rights Agent shall, subject to Section 4(b), Section 7(e), Section 14
 and Section 24 hereof, countersign and deliver to the Person entitled
 thereto a Rights Certificate or Rights Certificates, as the case may be, as
 so requested.  The Company may require payment of a sum sufficient to cover
 any tax or governmental charge that may be imposed in connection with any
 transfer, split up, combination or exchange of Rights Certificates.

                (b)  Upon receipt by the Company and the Rights Agent of
 evidence reasonably satisfactory to them of the loss, theft, destruction or
 mutilation of a Rights Certificate, and, in case of loss, theft or
 destruction, of indemnity or security reasonably satisfactory to them, and
 reimbursement to the Company and the Rights Agent of all reasonable
 expenses incidental thereto, and upon surrender to the Rights Agent and
 cancellation of the Rights Certificate if mutilated, the Company will,
 subject to the provisions of Section 4(b), Section 7(e), Section 14 and
 Section 24 hereof, execute and deliver a new Rights Certificate of like
 tenor to the Rights Agent for countersignature and delivery to the
 registered owner in lieu of the Rights Certificate so lost, stolen,
 destroyed or mutilated.

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

                (a)  Subject to Section 7(e) hereof, at any time after the
 Distribution Date the registered holder of any Rights Certificate may
 exercise the Rights evidenced thereby (except as otherwise provided herein
 including, without limitation, the restrictions on exercisability set forth
 in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or
 in part upon surrender of the Rights Certificate, with the form of election
 to purchase and the certificate on the reverse side thereof duly executed,
 to the Rights Agent at the principal office or offices of the Rights Agent
 designated for such purpose, together with payment of the aggregate
 Purchase Price with respect to the total number of one ten-thousandths of a
 share (or other securities, cash or other assets, as the case may be) as to
 which such surrendered Rights are then exercisable, at or prior to the
 earlier of (i) 5:00 P.M., Boston, Massachusetts time, on June 30, 2009 or
 such later date as may be established by the Board of Directors prior to
 the expiration of the Rights (such date, as it may be extended by the
 Board, the ("Final Expiration Date"), or (ii) the time at which the Rights
 are redeemed or exchanged as provided in Section 23 and Section 24 hereof
 (the earlier of (i) and (ii) being herein referred to as the "Expiration
 Date").

                (b)  The Purchase Price for each one ten-thousandth of a
 share of Preference Stock pursuant to the exercise of a Right shall
 initially be $ 140.00, and shall be subject to adjustment from time to time
 as provided in Section 11 and Section 13(a) hereof and shall be payable in
 accordance with paragraph (c) below.

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

                (d)  In case the registered holder of any Rights Certificate
 shall exercise less than all the Rights evidenced thereby, a new Rights
 Certificate evidencing Rights equivalent to the Rights remaining
 unexercised shall be issued by the Rights Agent and delivered to, or upon
 the order of, the registered holder of such Rights Certificate, registered
 in such name or names as may be designated by such holder, subject to the
 provisions of Section 14 hereof.

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

                (f)  Notwithstanding anything in this Agreement to the
 contrary, neither the Rights Agent nor the Company shall be obligated to
 undertake any action with respect to a registered holder upon the
 occurrence of any purported exercise as set forth in this Section 7 unless
 such registered holder shall have (i) completed and signed the certificate
 contained in the form of election to purchase set forth on the reverse side
 of the Rights Certificate surrendered for such exercise, and (ii) provided
 such additional evidence of the identity of the Beneficial Owner (or former
 Beneficial Owner) or Affiliates or Associates thereof as the Company shall
 reasonably request.

           Section 8.  Cancellation and Destruction of Rights Certificates.
 All Rights Certificates surrendered for the purpose of exercise, transfer,
 split-up, combination or exchange shall, if surrendered to the Company or
 any of its agents, be delivered to the Rights Agent for cancellation or in
 cancelled form, or, if surrendered to the Rights Agent, shall be cancelled
 by it, and no Rights Certificates shall be issued in lieu thereof except as
 expressly permitted by any of the provisions of this Agreement.  The
 Company shall deliver to the Rights Agent for cancellation and retirement,
 and the Rights Agent shall so cancel and retire, any other Rights
 Certificate purchased or acquired by the Company otherwise than upon the
 exercise thereof.  The Rights Agent shall deliver all cancelled Rights
 Certificates to the Company, or shall, at the written request of the
 Company, destroy such cancelled Rights Certificates, and in such case shall
 deliver a certificate of destruction thereof to the Company.

           Section 9.  Reservation and Availability of Capital Stock.

                (a)  The Company covenants and agrees that it will cause to
 be reserved and kept available out of its authorized and unissued shares of
 Preference Stock (and, following the occurrence of a Triggering Event, out
 of its authorized and unissued shares of Common Stock and/or other
 securities or out of its authorized and issued shares held in its
 treasury), the number of shares of Preference Stock (and, following the
 occurrence of a Triggering Event, Common Stock and/or other securities)
 that, as provided in this Agreement including Section 11(a)(iii) hereof,
 will be sufficient to permit the exercise in full of all outstanding
 Rights.

                (b)  So long as the shares of Preference Stock (and,
 following the occurrence of a Triggering Event, Common Stock and/or other
 securities) issuable and deliverable upon the exercise of the Rights may be
 listed on any national securities exchange, the Company shall use its best
 efforts to cause, from and after such time as the Rights become
 exercisable, all shares reserved for such issuance to be listed on such
 exchange upon official notice of issuance upon such exercise.

                (c)  The Company shall use its best efforts to (i) file, as
 soon as practicable following the earliest date after the first occurrence
 of a Section 11(a)(ii) Event on which the consideration to be delivered by
 the Company upon exercise of the Rights has been determined in accordance
 with Section 11(a)(iii) hereof, a registration statement under the Act,
 with respect to the securities purchasable upon exercise of the Rights on
 an appropriate form, (ii) cause such registration statement to become
 effective as soon as practicable after such filing, and (iii) cause such
 registration statement to remain effective (with a prospectus at all times
 meeting the requirements of the Act) until the earlier of (A) the date as
 of which the Rights are no longer exercisable for such securities, and (B)
 the date of the expiration of the Rights.  The Company will also take such
 action as may be appropriate under, or to ensure compliance with, the
 securities or "blue sky" laws of the various states in connection with the
 exercisability of the Rights.  The Company may temporarily suspend, for a
 period of time not to exceed ninety (90) days after the date set forth in
 clause (i) of the first sentence of this Section 9(c), the exercisability
 of the Rights in order to prepare and file such registration statement and
 permit it to become effective.  Upon any such suspension, the Company shall
 issue a public announcement stating that the exercisability of the Rights
 has been temporarily suspended, as well as a public announcement at such
 time as the suspension has been rescinded.  In addition, if the Company
 shall determine that a registration statement is required following the
 Distribution Date, the Company may temporarily suspend the exercisability
 of the Rights until such time as a registration statement has been declared
 effective.  Notwithstanding any provision of this Agreement to the
 contrary, the Rights shall not be exercisable in any jurisdiction if the
 requisite qualification in such jurisdiction shall not have been obtained,
 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 one ten-thousandths of a
 share of Preference Stock (and, following the occurrence of a Triggering
 Event, Common Stock and/or other securities) delivered upon exercise of
 Rights shall, at the time of delivery of the certificates for such shares
 (subject to payment of the Purchase Price), be duly and validly authorized
 and issued and fully paid and nonassessable.

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

           Section 10.  Preference Stock Record Date.  Each person in whose
 name any certificate for a number of one ten-thousandths of a share of
 Preference Stock (or Common Stock and/or other securities, as the case may
 be) is issued upon the exercise of Rights shall for all purposes be deemed
 to have become the holder of record of such fractional shares of Preference
 Stock (or Common Stock and/or other securities, as the case may be)
 represented thereby on, and such certificate shall be dated, the date upon
 which the Rights Certificate evidencing such Rights was duly surrendered
 and payment of the Purchase Price (and all applicable transfer taxes) was
 made; provided, however, that if the date of such surrender and payment is
 a date upon which the Preference Stock (or Common Stock and/or other
 securities, as the case may be) transfer books of the Company are closed,
 such Person shall be deemed to have become the record holder of such shares
 (fractional or otherwise) on, and such certificate shall be dated, the next
 succeeding Business Day on which the Preference Stock (or Common Stock
 and/or other securities, as the case may be) transfer books of the Company
 are open.  Prior to the exercise of the Rights evidenced thereby, the
 holder of a Rights Certificate shall not be entitled to any rights of a
 shareholder of the Company with respect to shares for which the Rights
 shall be exercisable, including, without limitation, the right to vote, to
 receive dividends or other distributions or to exercise any preemptive
 rights, and shall not be entitled to receive any notice of any proceedings
 of the Company, except as provided herein.

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

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

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

                     (iii)  In the event that the number of shares of
      Common Stock which are authorized by the Company's Restated
      Articles of Incorporation, but which are not outstanding or
      reserved for issuance for purposes other than upon exercise of
      the Rights, are not sufficient to permit the exercise in full of
      the Rights in accordance with the foregoing subparagraph (ii) of
      this Section 11(a), the Company shall (A) determine the value of
      the Adjustment Shares issuable upon the exercise of a Right (the
      "Current Value"), and (B) with respect to each Right (subject to
      Section 7(e) hereof), make adequate provision to substitute for
      the Adjustment Shares, upon the exercise of a Right and payment
      of the applicable Purchase Price, (1) cash, (2) a reduction in
      the Purchase Price, (3) Common Stock or other equity securities
      of the Company (including, without limitation, shares, or units
      of shares, of preference stock, such as the Preference Stock,
      which the Board has deemed to have essentially the same value or
      economic rights as shares of Common Stock (such shares of
      preference stock being referred to as "Common Stock
      Equivalents")), (4) debt securities of the Company, (5) other
      assets, or (6) any combination of the foregoing, having an
      aggregate value equal to the Current Value (less the amount of
      any reduction in the Purchase Price), where such aggregate value
      has been determined by the Board based upon the advice of a
      nationally recognized investment banking firm selected by the
      Board; provided, however, that if the Company shall not have made
      adequate provision to deliver value pursuant to clause (B) above
      within thirty (30) days following the later of (x) the first
      occurrence of a Section 11(a)(ii) Event and (y) the date on which
      the Company's right of redemption pursuant to Section 23(a)
      expires (the later of (x) and (y) being referred to herein as the
      "Section 11(a)(ii) Trigger Date"), then the Company shall be
      obligated to deliver, upon the surrender for exercise of a Right
      and without requiring payment of the Purchase Price, shares of
      Common Stock (to the extent available) and then, if necessary,
      cash, which shares and/or cash have an aggregate value equal to
      the Spread.  For purposes of the preceding sentence, the term
      "Spread" shall mean the excess of (i) the Current Value over (ii)
      the Purchase Price.  If the Board determines in good faith that
      it is likely that sufficient additional shares of Common Stock
      could be authorized for issuance upon exercise in full of the
      Rights, the thirty (30) day period set forth above may be
      extended to the extent necessary, but not more than ninety (90)
      days after the Section 11(a)(ii) Trigger Date, in order that the
      Company may seek shareholder approval for the authorization of
      such additional shares (such thirty (30) day period, as it may be
      extended, is herein called the "Substitution Period").  To the
      extent that action is to be taken pursuant to the first and/or
      third sentences of this Section 11(a)(iii), the Company (1) shall
      provide, subject to Section 7(e) hereof, that such action shall
      apply uniformly to all outstanding Rights, and (2) may suspend
      the exercisability of the Rights until the expiration of the
      Substitution Period in order to seek such shareholder approval
      for such authorization of additional shares and/or to decide the
      appropriate form of distribution to be made pursuant to such
      first sentence and to determine the value thereof.  In the event
      of any such suspension, the Company shall issue a public
      announcement stating that the exercisability of the Rights has
      been temporarily suspended, as well as a public announcement at
      such time as the suspension is no longer in effect.  For purposes
      of this Section 11(a)(iii), the value of each Adjustment Share
      shall be the Current Market Price per share of the Common Stock
      on the Section 11(a)(ii) Trigger Date and the per share or per
      unit value of any Common Stock Equivalent shall be deemed to
      equal the Current Market Price per share of the Common Stock on
      such date.

                (b)  In case the Company shall fix a record date for the
 issuance of rights, options or warrants to all holders of Preference Stock
 entitling them to subscribe for or purchase (for a period expiring within
 forty-five (45) calendar days after such record date) Preference Stock (or
 shares having the same rights, privileges and preferences as the shares of
 Preference Stock ("Equivalent Preference Stock")) or securities convertible
 into Preference Stock or Equivalent Preference Stock at a price per share
 of Preference Stock or per share of Equivalent Preference Stock (or having
 a conversion price per share, if a security convertible into Preference
 Stock or Equivalent Preference Stock) less than the Current Market Price
 (as determined pursuant to Section 11(d) hereof) per share of Preference
 Stock on such record date, the Purchase Price to be in effect after such
 record date shall be determined by multiplying the Purchase Price in effect
 immediately prior to such record date by a fraction, the numerator of which
 shall be the number of shares of Preference Stock outstanding on such
 record date, plus the number of shares of Preference Stock which the
 aggregate offering price of the total number of shares of Preference Stock
 and/or Equivalent Preference Stock so to be offered (and/or the aggregate
 initial conversion price of the convertible securities so to be offered)
 would purchase at such Current Market Price, and the denominator of which
 shall be the number of shares of Preference Stock outstanding on such
 record date, plus the number of additional shares of Preference Stock
 and/or Equivalent Preference Stock to be offered for subscription or
 purchase (or into which the convertible securities so to be offered are
 initially convertible).  In case such subscription price may be paid by
 delivery of consideration, part or all of which may be in a form other than
 cash, the value of such consideration shall be as determined in good faith
 by the Board of Directors of the Company, whose determination shall be
 described in a statement filed with the Rights Agent and shall be binding
 on the Rights Agent and the holders of the Rights.  Shares of Preference
 Stock owned by or held for the account of the Company shall not be deemed
 outstanding for the purpose of any such computation.  Such adjustment shall
 be made successively whenever such a record date is fixed, and in the event
 that such rights or warrants are not so issued, the Purchase Price shall be
 adjusted to be the Purchase Price which would then be in effect if such
 record date had not been fixed.

                (c)  In case the Company shall fix a record date for a
 distribution to all holders of Preference Stock (including any such
 distribution made in connection with a consolidation or merger in which the
 Company is the continuing corporation) of evidences of indebtedness, cash
 (other than a regular quarterly cash dividend out of the earnings or
 retained earnings of the Company), assets (other than a dividend payable in
 Preference Stock, but including any dividend payable in stock other than
 Preference Stock) or evidences of indebtedness, or of subscription rights
 or warrants (excluding those referred to in Section 11(b) hereof), the
 Purchase Price to be in effect after such record date shall be determined
 by multiplying the Purchase Price in effect immediately prior to such
 record date by a fraction, the numerator of which shall be the Current
 Market Price (as determined pursuant to Section 11(d) hereof) per share of
 Preference Stock on such record date, less the fair market value (as
 determined in good faith by the Board of Directors of the Company, whose
 determination shall be described in a statement filed with the Rights
 Agent) of the portion of the cash, assets or evidences of indebtedness so
 to be distributed or of such subscription rights or warrants applicable to
 a share of Preference Stock, and the denominator of which shall be such
 Current Market Price (as determined pursuant to Section 11(d) hereof) per
 share of Preference Stock.  Such adjustments shall be made successively
 whenever such a record date is fixed, and in the event that such
 distribution is not so made, the Purchase Price shall be adjusted to be the
 Purchase Price which would have been in effect if such record date had not
 been fixed.

                (d)(i)  For the purpose of any computation hereunder, other
 than computations made pursuant to Section 11(a)(iii) hereof, the Current
 Market Price per share of Common Stock on any date shall be deemed to be
 the average of the daily closing prices per share of such Common Stock for
 the thirty (30) consecutive Trading Days immediately prior to such date,
 and for purposes of computations made pursuant to Section 11(a)(iii)
 hereof, the Current Market Price per share of Common Stock on any date
 shall be deemed to be the average of the daily closing prices per share of
 such Common Stock for the ten (10) consecutive Trading Days immediately
 following such date; provided, however, that in the event that the Current
 Market Price per share of the Common Stock is determined during a period
 following the announcement by the issuer of such Common Stock of (A) a
 dividend or distribution on such Common Stock payable in shares of such
 Common Stock or securities convertible into shares of such Common Stock
 (other than the Rights), or (B) any subdivision, combination or
 reclassification of such Common Stock, and the ex-dividend date for such
 dividend or distribution, or the record date for such subdivision,
 combination or reclassification shall not have occurred prior to the
 commencement of the requisite thirty (30) Trading Day or ten (10) Trading
 Day period, as set forth above, then, and in each such case, the Current
 Market Price shall be properly adjusted to take into account ex-dividend
 trading.  The closing price for each day shall be the last sale price,
 regular way, or, in case no such sale takes place on such day, the average
 of the closing bid and asked prices, regular way, in either case as
 reported in the principal consolidated transaction reporting system with
 respect to securities listed or admitted to trading on the New York Stock
 Exchange or, if the shares of Common Stock are not listed or admitted to
 trading on the New York Stock Exchange, as reported in the principal
 consolidated transaction reporting system with respect to securities listed
 on the principal national securities exchange on which the shares of Common
 Stock are listed or admitted to trading or, if the shares of Common Stock
 are not listed or admitted to trading on any national securities exchange,
 the last quoted price or, if not so quoted, the average of the high bid and
 low asked prices in the over-the-counter market, as reported by the
 National Association of Securities Dealers Automated Quotation System
 ("NASDAQ") or such other system then in use, or, if on any such date the
 shares of Common Stock are not quoted by any such organization, the average
 of the closing bid and asked prices as furnished by a professional market
 maker making a market in the Common Stock selected by the Board.  If on any
 such date no market maker is making a market in the Common Stock, the fair
 value of such shares on such date as determined in good faith by the Board
 shall be used.  The term "Trading Day" shall mean a day on which the
 principal national securities exchange on which the shares of Common Stock
 are listed or admitted to trading is open for the transaction of business
 or, if the shares of Common Stock are not listed or admitted to trading on
 any national securities exchange, a Business Day.  If the Common Stock is
 not publicly held or not so listed or traded, Current Market Price per
 share shall mean the fair value per share as determined in good faith by
 the Board, whose determination shall be described in a statement filed with
 the Rights Agent and shall be conclusive for all purposes.

                     (ii)  For the purpose of any computation
      hereunder, the Current Market Price per share of Preference Stock
      shall be determined in the same manner as set forth above for the
      Common Stock in clause (i) of this Section 11(d) (other than the
      last sentence thereof).  If the Current Market Price per share of
      Preference Stock cannot be determined in the manner provided
      above or if the Preference Stock is not publicly held or listed
      or traded in a manner described in clause (i) of this Section
      11(d), the Current Market Price per share of Preference Stock
      shall be conclusively deemed to be an amount equal to 10,000 (as
      such number may be appropriately adjusted for such events as
      stock splits, stock dividends and recapitalizations with respect
      to the Common Stock occurring after the date of this Agreement)
      multiplied by the Current Market Price per share of the Common
      Stock.  If neither the Common Stock nor the Preference Stock is
      publicly held or so listed or traded, Current Market Price per
      share of the Preference Stock shall mean the fair value per share
      as determined in good faith by the Board, whose determination
      shall be described in a statement filed with the Rights Agent and
      shall be conclusive for all purposes.  For all purposes of this
      Agreement, the Current Market Price of a unit consisting of one
      ten-thousandth of a share of Preference Stock shall be equal to
      the Current Market Price of one share of Preference Stock divided
      by 10,000.

                (e)  Anything in this Section 11 to the contrary
 notwithstanding, no adjustment in the Purchase Price shall be required
 unless such adjustment would require an increase or decrease of at least
 one percent (1%) in the Purchase Price; provided, however, that any
 adjustments which by reason of this Section 11(e) are not required to be
 made shall be carried forward and taken into account in any subsequent
 adjustment.  All calculations under this Section 11 shall be made to the
 nearest cent or to the nearest ten-thousandth of a share of Common Stock or
 other share or one-millionth of a share of Preference Stock, as the case
 may be.  Notwithstanding the first sentence of this Section 11(e), any
 adjustment required by this Section 11 shall be made no later than the
 earlier of (i) three (3) years from the date of the transaction which
 mandates such adjustment, or (ii) the Expiration Date.

                (f)  If as a result of an adjustment made pursuant to
 Section 11(a)(ii) or Section 13(a) hereof, the holder of any Right
 thereafter exercised shall become entitled to receive any shares of capital
 stock other than Preference Stock, thereafter the number of such other
 shares so receivable upon exercise of any Right and the Purchase Price
 thereof shall be subject to adjustment from time to time in a manner and on
 terms as nearly equivalent as practicable to the provisions with respect to
 the Preference Stock contained in Sections 11(a), (b), (c), (e), (g), (h),
 (i), (j), (k) and (m), and the provisions of Sections 7, 9, 10, 13 and 14
 hereof with respect to the Preference Stock shall apply on like terms to
 any such other shares.

                (g)  All Rights originally issued by the Company subsequent
 to any adjustment made to the Purchase Price hereunder shall evidence the
 right to purchase, at the adjusted Purchase Price, the number of one ten-
 thousandths of a share of Preference Stock purchasable from time to time
 hereunder upon exercise of the Rights, all subject to further adjustment as
 provided herein.

                (h)  Unless the Company shall have exercised its election as
 provided in Section 11(i), upon each adjustment of the Purchase Price as a
 result of the calculations made in Sections 11(b) and (c), each Right
 outstanding immediately prior to the making of such adjustment shall
 thereafter evidence the right to purchase, at the adjusted Purchase Price,
 that number of one ten-thousandths of a share of Preference Stock
 (calculated to the nearest one-millionth) obtained by (i) multiplying (x)
 the number of one ten-thousandths of a share covered by a Right immediately
 prior to this adjustment, by (y) the Purchase Price in effect immediately
 prior to such adjustment of the Purchase Price, and (ii) dividing the
 product so obtained by the Purchase Price in effect immediately after such
 adjustment of the Purchase Price.

                (i)  The Company may elect on or after the date of any
 adjustment of the Purchase Price to adjust the number of Rights, in lieu of
 any adjustment in the number of one ten-thousandths of a share of
 Preference Stock purchasable upon the exercise of a Right.  Each of the
 Rights outstanding after the adjustment in the number of Rights shall be
 exercisable for the number of one ten-thousandth of a share of Preference
 Stock 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 one-hundredth) obtained by dividing the Purchase Price in
 effect immediately prior to adjustment of the Purchase Price by the
 Purchase Price in effect immediately after adjustment of the Purchase
 Price.  The Company shall make a public announcement of its election to
 adjust the number of Rights, indicating the record date for the adjustment,
 and, if known at the time, the amount of the adjustment to be made.  This
 record date may be the date on which the Purchase Price is adjusted or any
 day thereafter, but, if the Rights Certificates have been issued, shall be
 at least ten (10) days later than the date of the public announcement.  If
 Rights Certificates have been issued, upon each adjustment of the number of
 Rights pursuant to this Section 11(i), the Company shall, as promptly as
 practicable, cause to be distributed to holders of record of Rights
 Certificates on such record date Rights Certificates evidencing, subject to
 Section 14 hereof, the additional Rights to which such holders shall be
 entitled as a result of such adjustment, or, at the option of the Company,
 shall cause to be distributed to such holders of record in substitution and
 replacement for the Rights Certificates held by such holders prior to the
 date of adjustment, and upon surrender thereof, if required by the Company,
 new Rights Certificates evidencing all the Rights to which such holders
 shall be entitled after such adjustment.  Rights Certificates so to be
 distributed shall be issued, executed and countersigned in the manner
 provided for herein (and may bear, at the option of the Company, the
 adjusted Purchase Price) and shall be registered in the names of the
 holders of record of Rights Certificates on the record date specified in
 the public announcement.

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

                (k)  Before taking any action that would cause an adjustment
 reducing the Purchase Price below the then stated value, if any, of the
 number of one ten-thousandths of a share of Preference Stock issuable upon
 exercise of the Rights, the Company shall take any corporate action which
 may, in the opinion of its counsel, be necessary in order that the Company
 may validly and legally issue fully paid and nonassessable such number of
 one ten-thousandths of a share of Preference Stock at such adjusted
 Purchase Price.

                (l)  In any case in which this Section 11 shall require that
 an adjustment in the Purchase Price be made effective as of a record date
 for a specified event, the Company may elect to defer until the occurrence
 of such event the issuance to the holder of any Right exercised after such
 record date the number of one ten-thousandths of a share of Preference
 Stock and other capital stock or securities of the Company, if any,
 issuable upon such exercise over and above the number of one ten-
 thousandths of a share of Preference Stock and other capital stock or
 securities of the Company, if any, issuable upon such exercise on the basis
 of the Purchase Price in effect prior to such adjustment; provided,
 however, that the Company shall deliver to such holder a due bill or other
 appropriate instrument evidencing such holder's right to receive such
 additional shares (fractional or otherwise) or securities upon the
 occurrence of the event requiring such adjustment.

                (m)  Anything in this Section 11 to the contrary
 notwithstanding, the Company shall be entitled to make such reductions in
 the Purchase Price, in addition to those adjustments expressly required by
 this Section 11, as and to the extent that 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 Preference Stock, (ii)
 issuance wholly for cash of any shares of Preference Stock at less than the
 Current Market Price, (iii) issuance wholly for cash of shares of
 Preference Stock or securities which by their terms are convertible into or
 exchangeable for shares of Preference Stock, (iv) stock dividends or (v)
 issuance of rights, options or warrants referred to in this Section 11,
 hereafter made by the Company to holders of its Preference Stock shall not
 be taxable to such shareholders.

                (n)  The Company covenants and agrees that it shall not, at
 any time after the Distribution Date, (i) consolidate with any other Person
 (other than a Subsidiary of the Company in a transaction which complies
 with Section 11(o) hereof), (ii) merge with or into any other Person (other
 than a Subsidiary of the Company in a transaction which complies with
 Section 11(o) hereof), or (iii) sell or transfer (or permit any Subsidiary
 to sell or transfer), in one transaction, or a series of related
 transactions, assets, cash flow or earning power aggregating more than 50%
 of the assets or earning power of the Company and its Subsidiaries (taken
 as a whole) to any other Person or Persons (other than the Company and/or
 any of its Subsidiaries in one or more transactions each of which complies
 with Section 11(o) hereof), if (x) at the time of or immediately after such
 consolidation, merger or sale there are any rights, warrants or other
 instruments or securities outstanding or agreements in effect which would
 substantially diminish or otherwise eliminate the benefits intended to be
 afforded by the Rights or (y) prior to, simultaneously with or immediately
 after such consolidation, merger or sale, the shareholders of the Person
 who constitutes, or would constitute, the "Principal Party" for purposes of
 Section 13(a) hereof shall have received a distribution of Rights
 previously owned by such Person or any of its Affiliates and Associates.

                (o)  The Company covenants and agrees that, after the
 Distribution Date, it will not, except as permitted by Section 23 or
 Section 26 hereof, take (or permit any Subsidiary to take) any action if at
 the time such action is taken it is reasonably foreseeable that such action
 will diminish substantially or otherwise eliminate the benefits intended to
 be afforded by the Rights.

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

           Section 12.  Certificate of Adjusted Purchase Price or Number of
 Shares.  Whenever an adjustment is made as provided in Section 11 and
 Section 13 hereof, the Company shall (a) promptly prepare a certificate
 setting forth such adjustment and a brief statement of the facts accounting
 for such adjustment, (b) promptly file with the Rights Agent, and with each
 transfer agent for the Preference Stock and the Common Stock, a copy of
 such certificate and (c) if a Distribution Date has occurred, mail a brief
 summary thereof to each holder of a Rights Certificate in accordance with
 Section 27 hereof.  The Rights Agent shall be fully protected in relying on
 any such certificate and on any adjustment therein contained.

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

                (a)  In the event that, following the Stock Acquisition
 Date, directly or indirectly, (x) the Company shall consolidate with, or
 merge with and into, any other Person (other than a Subsidiary of the
 Company in a transaction which complies with Section 11(o) hereof), and the
 Company shall not be the continuing or surviving corporation of such
 consolidation or merger, (y) any Person (other than a Subsidiary of the
 Company in a transaction which complies with Section 11(o) hereof) shall
 consolidate with, or merge with or into, the Company, and the Company shall
 be the continuing or surviving corporation of such consolidation or merger
 and, in connection with such consolidation or merger, all or part of the
 outstanding shares of Common Stock shall be changed into or exchanged for
 stock or other securities of any other Person or cash or any other
 property, or (z) the Company shall sell or otherwise transfer (or one or
 more of its Subsidiaries shall sell or otherwise transfer), in one
 transaction or a series of related transactions, assets, cash flow or
 earning power aggregating more than 50% of the assets, cash flow 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 (except as may be contemplated by Section 13(d)
 hereof), proper provision shall be made so that: (i) each holder of a
 Right, except as provided in Section 7(e) hereof, shall thereafter have the
 right to receive, upon the exercise thereof at the then current Purchase
 Price in accordance with the terms of this Agreement, such number of
 validly authorized and issued, fully paid, non-assessable and freely
 tradeable shares of Common Stock of the Principal Party (as such term is
 hereinafter defined), not subject to any liens, encumbrances, rights of
 first refusal or other adverse claims, as shall be equal to the result
 obtained by (1) multiplying the then current Purchase Price by the number
 of one ten-thousandths of a share of Preference Stock for which a Right is
 exercisable immediately prior to the first occurrence of a Section 13 Event
 (or, if a Section 11(a)(ii) Event has occurred prior to the first
 occurrence of a Section 13 Event, multiplying the number of such one ten-
 thousandths of a share for which a Right was exercisable immediately prior
 to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price
 in effect immediately prior to such first occurrence), and dividing that
 product (which, following the first occurrence of a Section 13 Event, shall
 be referred to as the "Purchase Price" for each Right and for all purposes
 of this Agreement) by (2) 50% of the Current Market Price (determined
 pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such
 Principal Party on the date of consummation of such Section 13 Event; (ii)
 such Principal Party shall thereafter be liable for, and shall assume, by
 virtue of such Section 13 Event, all the obligations and duties of the
 Company pursuant to this Agreement; (iii) the term "Company" shall
 thereafter be deemed to refer to such Principal Party, it being
 specifically intended that the provisions of Section 11 hereof shall apply
 only to such Principal Party following the first occurrence of a Section 13
 Event; (iv) such Principal Party shall take such steps (including, but not
 limited to, the reservation of a sufficient number of shares of its Common
 Stock) in connection with the consummation of any such transaction as may
 be necessary to assure that the provisions hereof shall thereafter be
 applicable, as nearly as reasonably may be, in relation to its shares of
 Common Stock thereafter deliverable upon the exercise of the Rights; and
 (v) the provisions of Section 11(a)(ii) hereof shall be of no effect
 following the first occurrence of any Section 13 Event.

                (b)  "Principal Party" shall mean:

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

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

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

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

                     (i)  prepare and file a registration statement
      under the 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 Act) until the Expiration
      Date; and

                     (ii)  take such all such other action as may be
      necessary to enable the Principal Party to issue the securities
      purchasable upon exercise of the Rights, including but not
      limited to the registration or qualification of such securities
      under all requisite securities laws of jurisdictions of the
      various states and the listing of such securities on such
      exchanges and trading markets as may be necessary or appropriate;
      and

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

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

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

           Section 14.  Fractional Rights and Fractional Shares.

                (a)  The Company shall not be required to issue fractions of
 Rights, except prior to the Distribution Date as provided in Section 11(p)
 hereof, or to distribute Rights Certificates which evidence fractional
 Rights.  In lieu of such fractional Rights, the Company shall pay to the
 registered holders of the Rights Certificates with regard to which such
 fractional Rights would otherwise be issuable, an amount in cash equal to
 the same fraction of the current market value of a whole Right.  For
 purposes of this Section 14(a), the current market value of a whole Right
 shall be the closing price of the Rights for the Trading Day immediately
 prior to the date on which such fractional Rights would have been otherwise
 issuable.  The closing price of the Rights for any day shall be the last
 sale price, regular way, or, in case no such sale takes place on such day,
 the average of the closing bid and asked prices, regular way, in either
 case as reported in the principal consolidated transaction reporting system
 with respect to securities listed or admitted to trading on the New York
 Stock Exchange or, if the Rights are not listed or admitted to trading on
 the New York Stock Exchange, as reported in the principal consolidated
 transaction reporting system with respect to securities listed on the
 principal national securities exchange on which the Rights are listed or
 admitted to trading, or if the Rights are not listed or admitted to trading
 on any national securities exchange, the last quoted price or, if not so
 quoted, the average of the high bid and low asked prices in the over-the-
 counter market, as reported by NASDAQ or such other system then in use or,
 if on any such date the Rights are not quoted by any such organization, the
 average of the closing bid and asked prices as furnished by a professional
 market maker making a market in the Rights, selected by the Board of
 Directors of the Company.  If on any such date no such market maker is
 making a market in the Rights, the fair value of the Rights on such date as
 determined in good faith by the Board of Directors of the Company shall be
 used.

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

                (c)  Following the occurrence of a Triggering Event, the
 Company shall not be required to issue fractions of shares of Common Stock
 upon exercise of the Rights or to distribute certificates which evidence
 fractional shares of Common Stock.  In lieu of fractional shares of Common
 Stock, the Company may pay to the registered holders of Rights Certificates
 at the time such Rights are exercised as herein provided an amount in cash
 equal to the same fraction of the current market value of one (1) share of
 Common Stock.  For purposes of this Section 14(c), the current market value
 of one share of Common Stock shall be the closing price of one share of
 Common Stock (as determined pursuant to Section 11(d)(i) hereof) for the
 Trading Day immediately prior to the date of such exercise.

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

           Section 15.  Rights of Action.  All rights of action in respect
 of this Agreement are vested in the respective registered holders of the
 Rights Certificates (and, prior to the Distribution Date, the registered
 holders of the Common Stock); and any registered holder of any Rights
 Certificate (or, prior to the Distribution Date, of the Common Stock),
 without the consent of the Rights Agent or of the holder of any other
 Rights Certificate (or, prior to the Distribution Date, of the Common
 Stock), may, in his own behalf and for his own benefit, enforce, and may
 institute and maintain any suit, action or proceeding against the Company
 to enforce, or otherwise act in respect of, his right to exercise the
 Rights evidenced by such Rights Certificate in the manner provided in such
 Rights Certificate and in this Agreement.  Without limiting the foregoing
 or any remedies available to the holders of Rights, it is specifically
 acknowledged that the holders of Rights would not have an adequate remedy
 at law for any breach of this Agreement and shall be entitled to specific
 performance of the obligations hereunder and injunctive relief against
 actual or threatened violations of the obligations hereunder of any Person
 subject to this Agreement.

           Section 16.  Agreement of Rights Holders.  Every holder of a
 Right by accepting the same consents and agrees with the Company and the
 Rights Agent and with every other holder of a Right that:

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

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

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

                (d)  notwithstanding anything in this Agreement to the
 contrary, neither the Company nor the Rights Agent shall have any liability
 to any holder of a Right or other Person as a result of its inability to
 perform any of its obligations under this Agreement by reason of any
 preliminary or permanent injunction or other order, decree or ruling issued
 by a court of competent jurisdiction or by a governmental, regulatory or
 administrative agency or commission, or any statute, rule, regulation or
 executive order promulgated or enacted by any governmental authority,
 prohibiting or otherwise restraining performance of such obligation;
 provided, however, the Company must use its best efforts to have any such
 order, decree or ruling lifted or otherwise overturned as soon as possible.

           Section 17.  Rights Certificate Holder Not Deemed a Shareholder.
 No holder, as such, of any Rights Certificate shall be entitled to vote,
 receive dividends or be deemed for any purpose the holder of the number of
 one ten-thousandths of a share of Preference Stock or any other securities
 of the Company which may at any time be issuable on the exercise of the
 Rights represented thereby, nor shall anything contained herein or in any
 Rights Certificate be construed to confer upon the holder of any Rights
 Certificate, as such, any of the rights of a shareholder of the Company or
 any right to vote for the election of directors or upon any matter
 submitted to shareholders at any meeting thereof, or to give or withhold
 consent to any corporate action, or to receive notice of meetings or other
 actions affecting shareholders (except as provided in Section 25 hereof),
 or to receive dividends or subscription rights, or otherwise, until the
 Right or Rights evidenced by such Rights Certificate shall have been
 exercised in accordance with the provisions hereof.

           Section 18.  Concerning the Rights Agent.

                (a)  The Company agrees to pay to the Rights Agent
 reasonable compensation for all services rendered by it hereunder and, from
 time to time, on demand of the Rights Agent, its reasonable expenses and
 counsel fees and disbursements and other disbursements incurred in the
 administration and execution of this Agreement and the exercise and
 performance of its duties hereunder.  The Company also agrees to indemnify
 the Rights Agent for, and to hold it harmless against, any loss, liability,
 or expense, incurred without gross negligence, bad faith or willful
 misconduct on the part of the Rights Agent, for anything done or omitted by
 the Rights Agent in connection with the acceptance and administration of
 this Agreement, including the costs and expenses of defending against any
 claim of liability in the premises.

                (b)  The Rights Agent shall be protected and shall incur no
 liability for or in respect of any action taken, suffered or omitted by it
 in connection with its administration of this Agreement in reliance upon
 any Rights Certificate or certificate for Common Stock or for other
 securities of the Company, instrument of assignment or transfer, power of
 attorney, endorsement, affidavit, letter, notice, direction, consent,
 certificate, statement, or other paper or document believed by it to be
 genuine and to be signed, executed and, where necessary, verified or
 acknowledged, by the proper Person or Persons.

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

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

                (b)  In case at any time the name of the Rights Agent shall
 be changed and at such time any of the Rights Certificates shall have been
 countersigned but not delivered, the Rights Agent may adopt the
 countersignature under its prior name and deliver Rights Certificates so
 countersigned; and in case at that time any of the Rights Certificates
 shall not have been countersigned, the Rights Agent may countersign such
 Rights Certificates either in its prior name or in its changed name; and in
 all such cases such Rights Certificates shall have the full force provided
 in the Rights Certificates and in this Agreement.

           Section 20.  Duties of Rights Agent.  The Rights Agent undertakes
 the duties and obligations imposed by this Agreement upon the following
 terms and conditions, by all of which the Company and the holders of Rights
 Certificates, by their acceptance thereof, shall be bound:

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

                (b)  Whenever in the performance of its duties under this
 Agreement the Rights Agent shall deem it necessary or desirable that any
 fact or matter (including, without limitation, the identity of any
 Acquiring Person and the determination of Current Market Price) be proved
 or established by the Company prior to taking or suffering any action
 hereunder, such fact or matter (unless other evidence in respect thereof be
 herein specifically prescribed) may be deemed to be conclusively proved and
 established by a certificate signed by any one of the Chairman of the
 Board, any Vice Chairman, the President, any Executive or Senior Vice
 President, the Treasurer, any Assistant Treasurer, the Secretary or any
 Assistant Secretary of the Company and delivered to the Rights Agent; and
 such certificate shall be full authorization to the Rights Agent for any
 action taken or suffered in good faith by it under the provisions of this
 Agreement in reliance upon such certificate.

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

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

                (e)  The Rights Agent shall not be under any responsibility
 in respect of the validity of this Agreement or the execution and delivery
 hereof (except the due execution hereof by the Rights Agent) or in respect
 of the validity or execution of any Rights Certificate (except its
 countersignature thereof); nor shall it be responsible for any breach by
 the Company of any covenant or condition contained in this Agreement or in
 any Rights Certificate; nor shall it be responsible for any adjustment
 required under the provisions of Section 11, Section 13 or Section 24
 hereof or responsible for the manner, method or amount of any such
 adjustment or the ascertaining of the existence of facts that would require
 any such adjustment (except with respect to the exercise of Rights
 evidenced by Rights Certificates after actual notice of any such
 adjustment); nor shall it by any act hereunder be deemed to make any
 representation or warranty as to the authorization or reservation of any
 shares of Common Stock or Preference Stock to be issued pursuant to this
 Agreement or any Rights Certificate or as to whether any shares of Common
 Stock or Preference Stock will, when so issued, be validly authorized and
 issued, fully paid and nonassessable.

                (f)  The Company agrees that it will perform, execute,
 acknowledge and deliver or cause to be performed, executed, acknowledged
 and delivered all such further and other acts, instruments and assurances
 as may reasonably be required by the Rights Agent for the carrying out or
 performing by the Rights Agent of the provisions of this Agreement.

                (g)  The Rights Agent is hereby authorized and directed to
 accept instructions with respect to the performance of its duties hereunder
 from the Chairman of the Board, any Vice Chairman, the President, any
 Executive or Senior Vice President, the Secretary, any Assistant Secretary,
 the Treasurer or any Assistant Treasurer of the Company, and to apply to
 such officers for advice or instructions in connection with its duties, and
 it shall not be liable for any action taken or suffered to be taken by it
 in good faith in accordance with instructions of any such officer.

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

                (i)  The Rights Agent may execute and exercise any of the
 rights or powers hereby vested in it or perform any duty hereunder either
 itself or by or through its attorneys or agents, and the Rights Agent shall
 not be answerable or accountable for any act, default, neglect or
 misconduct of any such attorneys or agents or for any loss to the Company
 resulting from any such act, default, neglect or misconduct; provided,
 however, reasonable care was exercised in the selection and continued
 employment thereof.

                (j)  No provision of this Agreement shall require the Rights
 Agent to expend or risk its own funds or otherwise incur any financial
 liability in the performance of any of its duties hereunder or in the
 exercise of its rights if there shall be reasonable grounds for believing
 that repayment of such funds or adequate indemnification against such risk
 or liability is not reasonably assured to it.

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

           Section 21.  Change of Rights Agent.  The Rights Agent or any
 successor Rights Agent may resign and be discharged from its duties under
 this Agreement upon thirty (30) days' notice in writing mailed to the
 Company, and to each transfer agent of the Common Stock and Preference
 Stock, by registered or certified mail, and, if such resignation occurs
 after the Distribution Date, to the registered holders of the Rights
 Certificates by first-class mail.  The Company may remove the Rights Agent
 or any successor Rights Agent upon thirty (30) days' notice in writing,
 mailed to the Rights Agent or successor Rights Agent, as the case may be,
 and to each transfer agent of the Common Stock and Preference Stock, by
 registered or certified mail, and, if such removal occurs after the
 Distribution Date, to the holders of the Rights Certificates by first-class
 mail.  If the Rights Agent shall resign or be removed or shall otherwise
 become incapable of acting, the Company shall appoint a successor to the
 Rights Agent.  If the Company shall fail to make such appointment within a
 period of thirty (30) days after giving notice of such removal or after it
 has been notified in writing of such resignation or incapacity by the
 resigning or incapacitated Rights Agent or by the holder of a Rights
 Certificate (who shall, with such notice, submit his Rights Certificate for
 inspection by the Company), then any registered holder of any Rights
 Certificate may apply to any court of competent jurisdiction for the
 appointment of a new Rights Agent.  Any successor Rights Agent, whether
 appointed by the Company or by such a court, shall be a legal business
 entity organized and doing business under the laws of the United States or
 of the Commonwealth of Massachusetts or of any other state of the United
 States, in good standing, having an office in the Commonwealth of
 Massachusetts, which is authorized under such laws to exercise corporate
 trust or stock transfer or shareholder services powers and which has at the
 time of its appointment as Rights Agent a combined capital and surplus of
 at least $50,000,000 or (b) an affiliate of a legal business entity
 described in clause (a) of this sentence.  After appointment, the successor
 Rights Agent shall be vested with the same powers, rights, duties and
 responsibilities as if it had been originally named as Rights Agent without
 further act or deed; but the predecessor Rights Agent shall deliver and
 transfer to the successor Rights Agent any property at the time held by it
 hereunder, and execute and deliver any further assurance, conveyance, act
 or deed necessary for the purpose.  Not later than the effective date of
 any such appointment, the Company shall file notice thereof in writing with
 the predecessor Rights Agent and each transfer agent of the Common Stock
 and the Preference Stock, and, if such appointment occurs after the
 Distribution Date, mail a notice thereof in writing to the registered
 holders of the Rights Certificates.  Failure to give any notice provided
 for in this Section 21, however, or any defect therein, shall not affect
 the legality or validity of the resignation or removal of the Rights Agent
 or the appointment of the successor Rights Agent, as the case may be.

           Section 22.  Issuance of New Rights Certificates.
 Notwithstanding any of the provisions of this Agreement or of the Rights to
 the contrary, the Company may, at its option, issue new Rights Certificates
 evidencing Rights in such form as may be approved by the Board of Directors
 to reflect any adjustment or change in the Purchase Price and the number or
 kind or class of shares or other securities or property purchasable under
 the Rights Certificates made in accordance with the provisions of this
 Agreement.  In addition, in connection with the issuance or sale of shares
 of Common Stock following the Distribution Date and prior to the redemption
 or expiration of the Rights, the Company (a) shall, with respect to shares
 of Common Stock so issued or sold pursuant to the exercise of stock options
 or under any employee plan or arrangement, granted or awarded as of the
 Distribution Date, or upon the exercise, conversion or exchange of
 securities hereinafter issued by the Company, and (b) may, in any other
 case, if deemed necessary or appropriate by the Board of Directors of the
 Company, issue Rights Certificates representing the appropriate number of
 Rights in connection with such issuance or sale; provided, however, that
 (i) no such Rights Certificate shall be issued if, and to the extent that,
 the Company shall be advised by counsel that such issuance would create a
 significant risk of material adverse tax consequences to the Company or the
 Person to whom such Rights Certificate would be issued, and (ii) no such
 Rights Certificate shall be issued if, and to the extent that, appropriate
 adjustment shall otherwise have been made in lieu of the issuance thereof.

           Section 23.  Redemption and Termination.

                (a)  The Board of Directors of the Company may, at its
 option, at any time prior to the earlier of (i) the close of business on
 the tenth Business Day following the Stock Acquisition Date (or, if the
 Stock Acquisition Date shall have occurred prior to the Record Date, the
 close of business on the tenth Business Day following the Record Date), or
 (ii) the Final Expiration Date, redeem all but not less than all of the
 then outstanding Rights at a redemption price of $.01 per Right, as such
 amount may be appropriately adjusted to reflect any stock split, stock
 dividend or similar transaction occurring after the date hereof (such
 redemption price being hereinafter referred to as the "Redemption Price").
 Notwithstanding anything contained in this Agreement to the contrary, the
 Rights shall not be exercisable after the first occurrence of a Section
 11(a)(ii) Event until such time as the Company's right of redemption
 hereunder has expired.  The Company may, at its option, pay the Redemption
 Price in cash, shares of Common Stock (based on the Current Market Price,
 as defined in Section 11(d)(i) hereof, of the Common Stock at the time of
 redemption) or any other form of consideration 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, evidence of which
 shall have been filed with the Rights Agent and without any further action
 and without any notice, the right to exercise the Rights will terminate and
 the only right thereafter of the holders of Rights shall be to receive the
 Redemption Price for each Right so held.  Promptly after the action of the
 Board of Directors ordering the redemption of the Rights, the Company shall
 give notice of such redemption to the Rights Agent and the holders of the
 then outstanding Rights by mailing such notice to all such holders at each
 holder's last address as it appears upon the registry books of the Rights
 Agent or, prior to the Distribution Date, on the registry books of the
 transfer agent for the Common Stock.  Any notice which is mailed in the
 manner herein provided shall be deemed given, whether or not the holder
 receives the notice.  Each such notice of redemption will state the method
 by which the payment of the Redemption Price will be made.

                (c)  Notwithstanding the provisions of Section 23(a) hereof,
 in the event that a majority of the Board of Directors of the Company is
 elected by shareholder action by written consent, or is comprised of
 persons elected at a meeting of shareholders who were not nominated by the
 Board of Directors of the Company in office immediately prior to such
 meeting, then for a period of one hundred and eighty (180) days following
 the effectiveness of such election the Rights shall not be redeemed if such
 redemption is reasonably likely to have the purpose or effect of allowing
 any Person to become an Acquiring Person or otherwise facilitating the
 occurrence of a Triggering Event or a transaction with an Acquiring Person.

           Section 24.  Exchange.

                (a)  The Board of Directors of the Company may, at its
 option, at any time after any Person becomes an Acquiring Person, exchange
 all or part of the then outstanding and exercisable Rights (which shall not
 include Rights that have become void pursuant to the provisions of Section
 7(e) hereof) for Common Stock at an exchange ratio of one share of Common
 Stock per Right, appropriately adjusted to reflect any stock split, stock
 dividend or similar transaction occurring after the date hereof (such
 exchange ratio being hereinafter referred to as the "Exchange Ratio").
 Notwithstanding the foregoing, the Board of Directors of the Company shall
 not be empowered to effect such exchange at any time after any Person
 (other than the Company, any Subsidiary of the Company, any employee
 benefit plan of the Company or any such Subsidiary, or any entity holding
 Common Stock for or pursuant to the terms of any such plan), together with
 all Affiliates and Associates of such Person, becomes the Beneficial Owner
 of 50% or more of the Common Stock then outstanding.

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

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

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

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

           Section 25.  Notice of Certain Events.

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

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

           Section 26.  Notices.  Notices or demands authorized by this
 Agreement to be given or made by the Rights Agent or by the holder of any
 Rights 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 by the Company with the Rights Agent) as
 follows:

           Hasbro, Inc.
           32 West 23rd Street
           New York, New York 10010
           Attention:  Corporate Secretary


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

           BankBoston, N.A.
           c/o Equiserve Limited Partnership
           150 Royall Street
           Canton, Massachusetts 02021
           Attention:  Client Admnistration

           Notices or demands authorized by this Agreement to be given or
 made by the Company or the Rights Agent to the holder of any Rights
 Certificate (or, if prior to the Distribution Date, to the holder of
 certificates representing shares of Common Stock) shall be sufficiently
 given or made if sent by first-class mail, postage prepaid, addressed to
 such holder at the address of such holder as shown on the registry books of
 the Company.

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

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

           Section 29.  Determinations and Actions by the Board of
 Directors, etc.  For all purposes of this Agreement, any calculation of the
 number of shares of Common Stock outstanding at any particular time,
 including for purposes of determining the particular percentage of such
 outstanding shares of Common Stock of which any Person is the Beneficial
 Owner, shall be made in accordance with the last sentence of Rule 13d-
 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 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 or any of the directors on 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 other than the Company,
 the Rights Agent and the registered holders of the Rights Certificates
 (and, prior to the Distribution Date, registered holders of the Common
 Stock) any legal or equitable right, remedy or claim under this Agreement;
 but this Agreement shall be for the sole and exclusive benefit of the
 Company, the Rights Agent and the registered holders of the Rights
 Certificates (and, prior to the Distribution Date, registered holders of
 the Common Stock).

           Section 31.  Severability.  If any term, provision, covenant or
 restriction of this Agreement is held by a court of competent jurisdiction
 or other authority to be invalid, void or unenforceable, the remainder of
 the terms, provisions, covenants and restrictions of this Agreement shall
 remain in full force and effect and shall in no way be affected, impaired
 or invalidated; provided, however, that notwithstanding anything in this
 Agreement to the contrary, if any such term, provision, covenant or
 restriction is held by such court or authority to be invalid, void or
 unenforceable and the Board of Directors of the Company determines in its
 good faith judgment that severing the invalid language from this Agreement
 would adversely affect the purpose or effect of this Agreement, the right
 of redemption set forth in Section 23 hereof shall be reinstated and shall
 not expire until the close of business on the tenth Business Day following
 the date of such determination by the Board of Directors.  Without limiting
 the foregoing, if any provision requiring a specific group of Directors of
 the Company to act is held to by any court of competent jurisdiction or
 other authority to be invalid, void or unenforceable, such determination
 shall then be made by the Board of Directors of the Company in accordance
 with applicable law and the Company's Restated Articles of Incorporation
 and By-laws.

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

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

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


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


 Attest:                                HASBRO, INC.


 By /s/ Phillip H. Waldoks              By /s/ Alan G. Hassenfeld
    ------------------------------        -----------------------------------
    Name:  Phillip H. Waldoks             Name:  Alan G. Hassenfeld
    Title: Senior Vice President -        Title: Chairman and Chief Executive
           Corporate Legal Affairs               Officer
           and Secretary


 Attest:                                BANKBOSTON, N.A.


 By /s/ Stephen M. Plefka               By /s/ Tyler H. Haynes, III
   -------------------------------        -----------------------------------
    Name:  Stephen M. Plefka              Name:  Tyler H. Haynes, III
    Title: Senior Account Manager         Title: Administration Manager




                                                                  Exhibit A


                                  FORM OF
                        CERTIFICATE OF DESIGNATIONS
                                     OF
               SERIES C JUNIOR PARTICIPATING PREFERENCE STOCK
                                     OF
                                HASBRO, INC.


                    (Pursuant to Section 7.1.1-15 of the
                   Rhode Island Business Corporation Act)


           Hasbro, Inc., a corporation organized and existing under the
 Business Corporation Act of the State of Rhode Island (hereinafter called
 the "Corporation"), hereby certifies that the following resolution was
 adopted by the Board of Directors as required by Section 7.1.1-15 of the
 Rhode Island Business Corporation Act at a meeting duly called and held on
 June 16, 1999:

           RESOLVED, that pursuant to the authority granted to and vested in
 the Board of Directors of this Corporation (hereinafter called the "Board
 of Directors" or the "Board") in accordance with the provisions of its
 Restated Articles of Incorporation, the Board of Directors hereby creates a
 series of Preference Stock, par value $2.50 per share (the "Preference
 Stock"), of the Corporation and hereby states the designation and number of
 shares, and fixes the relative rights, preferences, and limitations thereof
 as follows:

           Series C Junior Participating Preference Stock:

           Section 1.  Designation and Amount.  The shares of such series
 shall be designated as "Series C Junior Participating Preference Stock" and
 the number of shares constituting such series shall be 60,000.

           Section 2.  Dividends and Distributions.

           (A)  Subject to the prior and superior rights of the holders of
 any shares of any series of Preference Stock ranking prior and superior to
 the shares of Series C Junior Participating Preference Stock with respect
 to dividends, the holders of shares of Series C Junior Participating
 Preference Stock, in preference to the holders of shares of Common Stock,
 par value $.50 per share (the "Common Stock"), of the Corporation, and of
 any other junior stock, shall be entitled to receive, when, as and if
 declared by the Board of Directors out of funds legally available for the
 purpose, quarterly dividends payable in cash on the last day of March,
 June, September and December in each year (each such date being referred to
 herein as a "Quarterly Dividend Payment Date"), commencing on the first
 Quarterly Dividend Payment Date after the first issuance of a share or
 fraction of a share of Series C Junior Participating Preference Stock, in
 an amount per share (rounded to the nearest cent) equal to the greater of
 (a) $10.00 or (b) subject to the provision for adjustment hereinafter set
 forth, 10,000 times the aggregate per share amount of all cash dividends,
 and 10,000 times the aggregate per share amount (payable in kind) of all
 non-cash dividends or other distributions other than a dividend payable in
 shares of Common Stock or a subdivision of the outstanding shares of Common
 Stock (by reclassification or otherwise), declared on the Common Stock
 since the immediately preceding Quarterly Dividend Payment Date, or, with
 respect to the first Quarterly Dividend Payment Date, since the first
 issuance of any share or fraction of a share of Series C Junior
 Participating Preference Stock.  In the event the Corporation shall at any
 time after June 30, 1999  (the "Rights Declaration Date") (i) declare any
 dividend on Common Stock payable in shares of Common Stock, (ii) subdivide
 the outstanding Common Stock, or (iii) combine the outstanding Common Stock
 into a smaller number of shares, then in each such case the amount to which
 holders of shares of Series C Junior Participating Preference Stock were
 entitled immediately prior to such event under clause (b) of the preceding
 sentence shall be adjusted by multiplying such amount by a fraction the
 numerator of which is the number of shares of Common Stock outstanding
 immediately after such event and the denominator of which is the number of
 shares of Common Stock that were outstanding immediately prior to such
 event.

           (B)  The Corporation shall declare a dividend or distribution on
 the Series C Junior Participating Preference Stock as provided in Paragraph
 (A) above immediately after it declares a dividend or distribution on the
 Common Stock (other than a dividend payable in shares of Common Stock);
 provided that, in the event no dividend or distribution shall have been
 declared on the Common Stock during the period between any Quarterly
 Dividend Payment Date and the next subsequent Quarterly Dividend Payment
 Date, a dividend of $10.00 per share on the Series C Junior Participating
 Preference Stock shall nevertheless be payable on such subsequent Quarterly
 Dividend Payment Date.

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

           Section 3.  Voting Rights.  The holders of shares of Series C
 Junior Participating Preference Stock shall have the following voting
 rights:

           (A)  Subject to the provision for adjustment hereinafter set
 forth, each share of Series C Junior Participating Preference Stock shall
 entitle the holder thereof to 10,000 votes on all matters submitted to a
 vote of the shareholders of the Corporation.  In the event the Corporation
 shall at any time after the Rights Declaration Date (i) declare any
 dividend on Common Stock payable in shares of Common Stock, (ii) subdivide
 the outstanding Common Stock, or (iii) combine the outstanding Common Stock
 into a smaller number of shares, then in each such case the number of votes
 per share to which holders of shares of Series C Junior Participating
 Preference Stock were entitled immediately prior to such event shall be
 adjusted by multiplying such number by a fraction the numerator of which is
 the number of shares of Common Stock outstanding immediately after such
 event and the denominator of which is the number of shares of Common Stock
 that were outstanding immediately prior to such event.

           (B)  Except as otherwise provided herein, in any other
 Certificate of Designations creating a Series of Preference Stock or any
 similar stock or by law, the holders of shares of Series C Junior
 Participating Preference Stock and the holders of shares of Common Stock
 shall vote together as one class on all matters submitted to a vote of
 shareholders of the Corporation.

           (C)  (i)  If at any time dividends on any Series C Junior
 Participating Preference Stock shall be in arrears in an amount equal to
 six (6) quarterly dividends thereon, the occurrence of such contingency
 shall mark the beginning of a period (herein called a "default period")
 which shall extend until such time when all accrued and unpaid dividends
 for all previous quarterly dividend periods and for the current quarterly
 dividend period on all shares of Series C Junior Participating Preference
 Stock then outstanding shall have been declared and paid or set apart for
 payment.  During each default period, all holders of Preference Stock
 (including holders of the Series C Junior Participating Preference Stock)
 with dividends in arrears in an amount equal to six (6) quarterly dividends
 thereon, voting as a class, irrespective of series, shall have the right to
 elect two (2) directors.

                (ii)  During any default period, such voting right of
      the holders of Series C Junior Participating Preference Stock may
      be exercised initially at a special meeting called pursuant to
      subparagraph (iii) of this Section 3(C) or at any annual meeting
      of shareholders, and thereafter at annual meetings of
      shareholders, provided that neither such voting right nor the
      right of the holders of any other series of Preference Stock, if
      any, to increase, in certain cases, the authorized number of
      directors shall be exercised unless the holders of ten percent
      (10%) in number of shares of Preference Stock outstanding shall
      be present in person or by proxy.  The absence of a quorum of the
      holders of Common Stock shall not affect the exercise by the
      holders of Preference Stock of such voting right.  At any meeting
      at which the holders of Preference Stock shall exercise such
      voting right initially during an existing default period, they
      shall have the right, voting as a class, to elect directors to
      fill such vacancies, if any, in the Board of Directors as may
      then exist up to two (2) directors or, if such right is exercised
      at an annual meeting, to elect two (2) directors.  If the number
      which may be so elected at any special meeting does not amount to
      the required number, the holders of the Preference Stock shall
      have the right to make such increase in the number of directors
      as shall be necessary to permit the election by them of the
      required number.  After the holders of the Preference Stock shall
      have exercised their right to elect directors in any default
      period and during the continuance of such period, the number of
      directors shall not be increased or decreased except by vote of
      the holders of Preference Stock as herein provided or pursuant to
      the rights of any equity securities ranking senior to or pari
      passu with the Series C Junior Participating Preference Stock.

                (iii)  Unless the holders of Preference Stock shall,
      during an existing default period, have previously exercised
      their right to elect directors, the Board of Directors may order,
      or any shareholder or shareholders owning in the aggregate not
      less than ten percent (10%) of the total number of shares of
      Preference Stock outstanding, irrespective of series, may
      request, the calling of a special meeting of the holders of
      Preference Stock, which meeting shall thereupon be called by the
      Chairman of the Board, any Vice Chairman, the President or the
      Secretary of the Corporation.  Notice of such meeting and of any
      annual meeting at which holders of Preference Stock are entitled
      to vote pursuant to this Paragraph (C)(iii) shall be given to
      each holder of record of Preference Stock by mailing a copy of
      such notice to him at his last address as the same appears on the
      books of the Corporation.  Such meeting shall be called for a
      time not earlier than 20 days and not later than 60 days after
      such order or request or in default of the calling of such
      meeting within 60 days after such order or request, such meeting
      may be called on similar notice by any shareholder or
      shareholders owning in the aggregate not less than ten percent
      (10%) of the total number of shares of Preference Stock
      outstanding.  Notwithstanding the provisions of this Paragraph
      (C)(iii), no such special meeting shall be called during the
      period within 60 days immediately preceding the date fixed for
      the next annual meeting of the shareholders.

                (iv)  In any default period, the holders of Common
      Stock, and other classes of stock of the Corporation if
      applicable, shall continue to be entitled to elect the whole
      number of directors until the holders of Preference Stock shall
      have exercised their right to elect two (2) directors voting as a
      class, after the exercise of which right (x) the directors so
      elected by the holders of Preference Stock shall continue in
      office until their successors shall have been elected by such
      holders or until the expiration of the default period, and (y)
      any vacancy in the Board of Directors may (except as provided in
      Paragraph (C)(ii) of this Section 3) be filled by vote of a
      majority of the remaining directors theretofore elected by the
      holders of the class of stock which elected the director whose
      office shall have become vacant.  References in this Paragraph
      (C) to directors elected by the holders of a particular class of
      stock shall include directors elected by such directors to fill
      vacancies as provided in clause (y) of the foregoing sentence.

                (v)  Immediately upon the expiration of a default
      period, (x) the right of the holders of Preference Stock as a
      class to elect directors shall cease, (y) the term of any
      directors elected by the holders of Preference Stock as a class
      shall terminate, and (z) the number of directors shall be such
      number as may be provided for in the Restated Articles of
      Incorporation or the Amended and Restated By-laws irrespective of
      any increase made pursuant to the provisions of Paragraph (C)(ii)
      of this Section 3 (such number being subject, however, to change
      thereafter in any manner provided by law or in the Restated
      Articles of Incorporation or Amended and Restated By-laws).  Any
      vacancies in the Board of Directors effected by the provisions of
      clauses (y) and (z) in the preceding sentence may be filled by a
      majority of the remaining directors.


           (D)  Except as set forth herein, holders of Series C Junior
 Participating Preference Stock shall have no special voting rights and
 their consent shall not be required (except to the extent they are entitled
 to vote with holders of Common Stock as set forth herein) for taking any
 corporate action.

           Section 4.  Certain Restrictions.

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

                     (i)  declare or pay dividends on, make any other
      distributions on, or redeem or purchase or otherwise acquire for
      consideration any shares of stock ranking junior (either as to
      dividends or upon liquidation, dissolution or winding up) to the
      Series C Junior Participating Preference Stock;

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

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

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

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

           Section 5.  Reacquired Shares.  Any shares of Series C Junior
 Participating Preference Stock purchased or otherwise acquired by the
 Corporation in any manner whatsoever shall be retired and cancelled
 promptly after the acquisition thereof.  All such shares shall upon their
 cancellation become authorized but unissued shares of Preference Stock and
 may be reissued as part of a new series of Preference Stock to be created
 by resolution or resolutions of the Board of Directors, subject to the
 conditions and restrictions on issuance set forth herein, in the Restated
 Articles of Incorporation, or in any other Certificate of Designations
 creating a series of Preference Stock or any similar stock or as otherwise
 required by law.

           Section 6.  Liquidation, Dissolution or Winding Up.  (A)  Upon
 any liquidation (voluntary or otherwise), dissolution or winding up of the
 Corporation, no distribution shall be made to the holders of shares of
 stock ranking junior (either as to dividends or upon liquidation,
 dissolution or winding up) to the Series C Junior Participating Preference
 Stock unless, prior thereto, the holders of shares of Series C Junior
 Participating Preference Stock shall have received an amount equal to
 $10,000 per share of Series C Participating Preference Stock, plus an
 amount equal to accrued and unpaid dividends and distributions thereon,
 whether or not declared, to the date of such payment (the "Series C
 Liquidation Preference").  Following the payment of the full amount of the
 Series C Liquidation Preference, no additional distributions shall be made
 to the holders of shares of Series C Junior Participating Preference Stock
 unless, prior thereto, the holders of shares of Common Stock shall have
 received an amount per share (the "Common Adjustment") equal to the
 quotient obtained by dividing (i) the Series C Liquidation Preference by
 (ii) 10,000 (as appropriately adjusted as set forth in subparagraph (C)
 below to reflect such events as stock splits, stock dividends and
 recapitalizations with respect to the Common Stock) (such number in clause
 (ii), the "Adjustment Number").  Following the payment of the full amount
 of the Series C Liquidation Preference and the Common Adjustment in respect
 of all outstanding shares of Series C Junior Participating Preference Stock
 and Common Stock, respectively, holders of Series C Junior Participating
 Preference Stock and holders of shares of Common Stock shall receive their
 ratable and proportionate share of the remaining assets to be distributed
 in the ratio of the Adjustment Number to 1 with respect to such Preference
 Stock and Common Stock, on a per share basis, respectively.

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

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

           Section 7.  Consolidation, Merger, etc.  In case the Corporation
 shall enter into any consolidation, merger, combination or other
 transaction in which the shares of Common Stock are exchanged for or
 changed into other stock or securities, cash and/or any other property,
 then in any such case the shares of Series C Junior Participating
 Preference Stock shall at the same time be similarly exchanged or changed
 in an amount per share (subject to the provision for adjustment hereinafter
 set forth) equal to 10,000 times the aggregate amount of stock, securities,
 cash and/or any other property (payable in kind), as the case may be, into
 which or for which each share of Common Stock is changed or exchanged.  In
 the event the Corporation shall at any time after the Rights Declaration
 Date (i) declare any dividend on Common Stock payable in shares of Common
 Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
 outstanding Common Stock into a smaller number of shares, then in each such
 case the amount set forth in the preceding sentence with respect to the
 exchange or change of shares of Series C Junior Participating Preference
 Stock shall be adjusted by multiplying such amount by a fraction the
 numerator of which is the number of shares of Common Stock outstanding
 immediately after such event and the denominator of which is the number of
 shares of Common Stock that were outstanding immediately prior to such
 event.

           Section 8.  No Redemption.  The shares of Series C Junior
 Participating Preference Stock shall not be redeemable.

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

           Section 10.  Amendment.  At any time when any shares of Series C
 Junior Participating Preference Stock are outstanding, neither the Restated
 Articles of Incorporation of the Corporation nor this Certificate of
 Designations shall be amended in any manner which would materially alter or
 change the powers, preferences or special rights of the Series C Junior
 Participating Preference Stock so as to affect them adversely without the
 affirmative vote of the holders of a majority or more of the outstanding
 shares of Series C Junior Participating Preference Stock, voting separately
 as a class.

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

           IN WITNESS WHEREOF, we have executed and subscribed this
 Certificate and do affirm the foregoing as true under the penalties of
 perjury this ____ day of June, 1999.


                               _____________________________
                               President

 Attest:


 ______________________
 Secretary



                                                                  Exhibit B



                        [Form of Rights Certificate]


 Certificate No. R-                                         ________ Rights


 NOT EXERCISABLE AFTER JUNE 30, 2009 UNLESS EXTENDED PRIOR THERETO BY THE
 BOARD OF DIRECTORS OR EARLIER IF REDEEMED BY THE COMPANY.  THE RIGHTS ARE
 SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT ON
 THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES,
 RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED
 IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY
 BECOME NULL AND VOID.


                             Rights Certificate

                                HASBRO, 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 June , 1999 (the "Rights
 Agreement"), between Hasbro, Inc., a Rhode Island corporation (the
 "Company"), and BankBoston, N.A., a national banking association (the
 "Rights Agent"), to purchase from the Company at any time prior to 5:00
 P.M. (Boston, Massachusetts time) on June 30, 2009 (unless such date is
 extended prior thereto by the Board of Directors) at the office or offices
 of the Rights Agent designated for such purpose, or its successors as
 Rights Agent, one ten-thousandth of a fully paid, non-assessable share of
 Series C Junior Participating Preference Stock (the "Preference Stock") of
 the Company, at a purchase price of $_____ * per one ten-thousandth of a
 share (the "Purchase Price"), upon presentation and surrender of this
 Rights Certificate with the Form of Election to Purchase and related
 Certificate duly executed.  The number of Rights evidenced by this Rights
 Certificate (and the number of shares which may be purchased upon exercise
 thereof) set forth above, and the Purchase Price per share set forth above,
 are the number and Purchase Price as of_________ __, [1999] [200 ]**, based
 on the Preference Stock as constituted at such date.  The Company reserves
 the right to require prior to the occurrence of a Triggering Event (as such
 term is defined in the Rights Agreement) that a number of Rights be
 exercised so that only whole shares of Preference Stock will be issued.

 ____________________

 *   Purchase Price as of date of issuance of Rights Certificate.

 *   Date of issuance of Rights Certificate.



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

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

           This Rights Certificate is subject to all of the terms,
 provisions and conditions of the Rights Agreement, which terms, provisions
 and conditions are hereby incorporated herein by reference and made a part
 hereof and to which Rights Agreement reference is hereby made for a full
 description of the rights, limitations of rights, obligations, duties and
 immunities hereunder of the Rights Agent, the Company and the holders of
 the Rights Certificates, which limitations of rights include the temporary
 suspension of the exercisability of such Rights under the specific
 circumstances set forth in the Rights Agreement.  Copies of the Rights
 Agreement are on file at the above-mentioned office of the Rights Agent and
 are also available upon written request to the Rights Agent.

           Subject to the provisions of Section 4(b), Section 7(e) and
 Section 14 of the Rights Agreement, and except to the extent it represents
 Rights that may have been exchanged pursuant to Section 24 of the Rights
 Agreement, this Rights Certificate, with or without other Rights
 Certificates, upon surrender at the principal office or offices of the
 Rights Agent designated for such purpose, may be exchanged for another
 Rights Certificate or Rights Certificates of like tenor and date evidencing
 Rights entitling the holder to purchase a like aggregate number of one ten-
 thousandths of a share of Preference Stock as the Rights evidenced by the
 Rights Certificate or Rights Certificates surrendered shall have entitled
 such holder to purchase.  If this Rights Certificate shall be exercised in
 part, the holder shall be entitled to receive upon surrender hereof another
 Rights Certificate or Rights Certificates for the number of whole Rights
 not exercised.

           Subject to the provisions of the Rights Agreement, the Rights
 evidenced by this Certificate may be redeemed by the Company at its option
 at a redemption price of $.01 per Right at any time prior to the earlier of
 the close of business on (i) the tenth Business Day following the Stock
 Acquisition Date (as such time period may be extended pursuant to the
 Rights Agreement), and (ii) the Final Expiration Date.  The foregoing
 notwithstanding, the Rights generally may not be redeemed for one hundred
 eighty (180) days following a change in a majority of the Board as a result
 of a proxy contest.  In addition, under certain circumstances following the
 Stock Acquisition Date, the Rights may be exchanged, in whole or in part,
 for shares of the Common Stock, or shares of preference stock of the
 Company having essentially the same value or economic rights as such
 shares.  Immediately upon the action of the Board of Directors of the
 Company authorizing any such exchange, and without any further action or
 any notice, the Rights (other than Rights which are not subject to such
 exchange) will terminate and the Rights will only enable holders to receive
 the shares issuable upon such exchange.

           No fractional shares of Preference Stock will be issued upon the
 exercise of any Right or Rights evidenced hereby (other than fractions
 which are integral multiples of one ten-thousandth of a share of Preference
 Stock, which may, at the election of the Company, be evidenced by
 depositary receipts), but in lieu thereof a cash payment will be made, as
 provided in the Rights Agreement.  The Company, at its election, may
 require that a number of Rights be exercised so that only whole shares of
 Preference Stock would be issued.

           No holder of this Rights Certificate shall be entitled to vote or
 receive dividends or be deemed for any purpose the holder of shares of
 Preference Stock or of any other securities of the Company which may at any
 time be issuable on the exercise hereof, nor shall anything contained in
 the Rights Agreement or herein be construed to confer upon the holder
 hereof, as such, any of the rights of a shareholder of the Company or any
 right to vote for the election of directors or upon any matter submitted to
 shareholders at any meeting thereof, or to give consent to or withhold
 consent from any corporate action, or, to receive notice of meetings or
 other actions affecting shareholders (except as provided in the Rights
 Agreement), or to receive dividends or subscription rights, or otherwise,
 until the Right or Rights evidenced by this Rights Certificate shall have
 been exercised as provided in the Rights Agreement.

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

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

 Dated as of _________ __, ____



 ATTEST:                       HASBRO, INC.


 _____________________         By ___________________________
       Secretary                  Title:


 Countersigned:

 BANKBOSTON, N.A.



 By ________________________
    Authorized Signature



                [Form of Reverse Side of Rights Certificate]


                             FORM OF ASSIGNMENT


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


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

 Dated: __________________, _____


                                 __________________________________
                                 Signature


 Signature Guaranteed:



                                Certificate

           The undersigned hereby certifies by checking the appropriate
 boxes that:

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

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


 Dated: _______________, _____      _____________________
                                    Signature



 Signature Guaranteed:




                                   NOTICE


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



                        FORM OF ELECTION TO PURCHASE

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


 To:  HASBRO, INC.

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

 Please insert social security
 or other identifying number

 ___________________________________________________________________________
                      (Please print name and address)

 ___________________________________________________________________________

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

 Please insert social security
 or other identifying number

 ____________________________________________________________________________
                      (Please print name and address)

 ____________________________________________________________________________

 ____________________________________________________________________________

 Dated:  _______________, _____


                               __________________________
                               Signature

 Signature Guaranteed:



                                Certificate


           The undersigned hereby certifies by checking the appropriate
 boxes that:

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

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


 Dated: ______________, _____       ________________________
                                    Signature



 Signature Guaranteed:


                                   NOTICE



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



                                                                  Exhibit C


                       SUMMARY OF RIGHTS TO PURCHASE
                              PREFERENCE STOCK


           On June 16, 1999, the Board of Directors of Hasbro, Inc. (the
 "Company") declared a dividend distribution of one Right for each
 outstanding share of Company Common Stock to shareholders of record at the
 close of business on June 30, 1999 (the "Record Date").  Each Right
 entitles the registered holder to purchase from the Company a unit
 consisting of one ten-thousandth of a share (a "Unit") of Series C Junior
 Participating Preference Stock, par value $2.50 per share (the "Series C
 Preference Stock") at a Purchase Price of $140.00 per Unit, subject to
 adjustment.  The description and terms of the Rights are set forth in a
 Rights Agreement (the "Rights Agreement") between the Company and
 BankBoston, N.A., as Rights Agent.

           Initially, the Rights will be attached to all Common Stock
 certificates representing shares then outstanding, and no separate Rights
 Certificates will be distributed.  Subject to certain exceptions specified
 in the Rights Agreement, the Rights will separate from the Common Stock and
 a Distribution Date will occur upon the earlier of (i) 10 business days
 following a public announcement that a person or group of affiliated or
 associated persons (an "Acquiring Person") has acquired beneficial
 ownership of 15% or more of the outstanding shares of Common Stock (the
 "Stock Acquisition Date"), other than as a result of repurchases of stock
 by the Company or certain inadvertent actions by institutional or certain
 other shareholders or (ii) 10 business days (or such later date as the
 Board shall determine) following the commencement of a tender offer or
 exchange offer that would result in a person or group becoming an Acquiring
 Person.  Until the Distribution Date, (i) the Rights will be evidenced by
 the Common Stock certificates and will be transferred with and only with
 such Common Stock certificates, (ii) new Common Stock certificates issued
 after the Record Date will contain a notation incorporating the Rights
 Agreement by reference and (iii) the surrender for transfer of any
 certificates for Common Stock outstanding will also constitute the transfer
 of the Rights associated with the Common Stock represented by such
 certificate.  Pursuant to the Rights Agreement, the Company reserves the
 right to require prior to the occurrence of a Triggering Event (as defined
 below) that, upon any exercise of Rights, a number of Rights be exercised
 so that only whole shares of Preference Stock will be issued.

           The Rights are not exercisable until the Distribution Date and
 will expire at 5:00 P.M. (Boston, Massachusetts time) on June 30, 2009,
 unless such date is extended or the Rights are earlier redeemed or
 exchanged by the Company as described below.

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

           In the event that a Person becomes an Acquiring Person, except
 pursuant to an offer for all outstanding shares of Common Stock which the
 independent directors determine to be fair and not inadequate to and to
 otherwise be in the best interests of the Company and its shareholders,
 after receiving advice from one or more investment banking firms (a
 "Qualified Offer"), each holder of a Right will thereafter have the right
 to receive, upon exercise, Common Stock (or, in certain circumstances,
 cash, property or other securities of the Company) having a value equal to
 two times the exercise price of the Right.  Notwithstanding any of the
 foregoing, following the occurrence of the event 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.  However, Rights are not exercisable following the
 occurrence of the event set forth above until such time as the Rights are
 no longer redeemable by the Company as set forth below.

           For example, at an exercise price of $140.00 per Right, each
 Right not owned by an Acquiring Person (or by certain related parties)
 following an event set forth in the preceding paragraph would entitle its
 holder to purchase $280.00 worth of Common Stock (or other consideration,
 as noted above) for $140.00.  Assuming that the Common Stock had a per
 share value of $35.00 at such time, the holder of each valid Right would be
 entitled to purchase 8 shares of Common Stock for $140.

           In the event that, at any time following the Stock Acquisition
 Date, (i) the Company engages in a merger or other business combination
 transaction in which the Company is not the surviving corporation (other
 than with an entity which acquired the shares pursuant to a Qualified
 Offer), (ii) the Company engages in a merger or other business combination
 transaction in which the Company is the surviving corporation and the
 Common Stock of the Company is changed or exchanged, or (iii) 50% or more
 of the Company's assets, cash flow or earning power is sold or transferred,
 each holder of a Right (except Rights which have previously been voided as
 set forth above) shall thereafter have the right to receive, upon exercise,
 common stock of the acquiring company having a value equal to two times the
 exercise price of the Right.  The events set forth in this paragraph and in
 the second preceding paragraph are referred to as the "Triggering Events."

           At any time after a person becomes an Acquiring Person and prior
 to the acquisition by such person or group of fifty percent (50%) or more
 of the outstanding Common Stock, the Board may exchange the Rights (other
 than Rights owned by such person or group which have become void), in whole
 or in part, at an exchange ratio of one share of Common Stock, or one ten-
 thousandth of a share of Preference Stock (or of a share of a class or
 series of the Company's preference stock having equivalent rights,
 preferences and privileges), per Right (subject to adjustment).

           At any time until ten business days following the Stock
 Acquisition Date, the Company may redeem the Rights in whole, but not in
 part, at a price of $.01 per Right (payable in cash, Common Stock or other
 consideration deemed appropriate by the Board of Directors).  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 $.01 redemption price.  The foregoing
 notwithstanding, the Rights generally may not be redeemed for one hundred
 eighty (180) days following a change in a majority of the Board of
 Directors as a result of a proxy contest.

           Until a Right is exercised, the holder thereof, as such, will
 have no rights as a shareholder of the Company, including, without
 limitation, the right to vote or to receive dividends.  While the
 distribution of the Rights will not be taxable to shareholders or to the
 Company, shareholders may, depending upon the circumstances, recognize
 taxable income in the event that the Rights become exercisable for Common
 Stock (or other consideration) of the Company or for common stock of the
 acquiring company or in the event of the redemption of the Rights as set
 forth above.

           Any of the provisions of the Rights Agreement may be amended by
 the Board of Directors of the Company prior to the Distribution Date.
 After the Distribution Date, the provisions of the Rights Agreement may be
 amended by the Board in order to cure any ambiguity, to make changes which
 do not adversely affect the interests of holders of Rights, or to shorten
 or lengthen any time period under the Rights Agreement.  The foregoing
 notwithstanding, no amendment may be made at such time as the Rights are
 not redeemable.

           A copy of the Rights Agreement has been filed with the Securities
 and Exchange Commission as an Exhibit to a Current Report on Form 8-K dated
 June 16, 1999.  A copy of the Rights Agreement is available free of charge
 from the Rights Agent.  This summary description of the Rights does not
 purport to be complete and is qualified in its entirety by reference to the
 Rights Agreement, which is incorporated herein by reference.