8-A12B/A

===========================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 ---------

                                 FORM 8-A/A

                                 ---------


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


                          HOMESTAKE MINING COMPANY
          (Exact name of Registrant as specified in its charter)


                DELAWARE                         94-2934609
         (State of incorporation              (I.R.S. Employer
         or organization)                     Identification No.)



                           650 California Street
                    San Francisco, California 94108-2788
       (Address, including zip code, of principal executive offices)


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

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

       Rights to Purchase               New York Stock Exchange
Series A Participating Cumulative
       Preferred Stock


          If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General Instruction
A.(c)(1), please check the following box. [ ]

          If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the effectiveness
of a concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2), please check the following 
box. [ ]

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

                                    None
                              (Title of class)

===========================================================================





Item 1.  Description of Securities to be Registered.

          At a meeting of the Homestake Mining Company (the "Company")
Board of Directors on September 26, 1997, the Board authorized the
amendment of certain terms of the Rights Agreement dated as of October 16,
1987, between the Company and BankBoston N.A., as successor Rights Agent.
These amendments, which took effect as of October 15, 1997, (i) reduce from
20% to 15% the ownership threshold that results in a person becoming an
Acquiring Person under the Rights Agreement, (ii) provide that the Rights
"flip-in" upon a person becoming an Acquiring Person, eliminating the
requirements that any self-dealing or similar transaction must also occur,
(iii) extend the expiration date of the Rights from November 2, 1997, to
October 15, 2007, unless earlier redeemed by the Company, (iv) after the
occurrence of a "flip-in" event, allow the Board to exchange each Right
(other than Rights held by an Acquiring Person) for consideration per Right
consisting of one-half of the securities that would be issuable upon the
exercise of one Right pursuant to the terms of the Rights Agreement, (v)
eliminate the Board's ability to redeem the Rights once an Acquiring Person
becomes an Acquiring Person, (vi) make certain changes in the procedures
for supplementing and amending the Rights Agreement and (vii) make certain
other technical changes to the Rights Agreement.

          The amendment to the Rights Agreement is attached hereto as
Exhibit 4, which is incorporated herein by reference. The foregoing
description of the amendments does not purport to be complete and is
qualified in its entirety by reference to that Exhibit.

Item 2.  Exhibits.

          Item 2 is amended by adding thereto the following:

          4.   Amendment No. 1 dated as of October 15, 1997, to the Rights
               Agreement dated as of October 16, 1987, between Homestake
               Mining Company and BankBoston N.A., as successor to Bank of
               America National Trust and Savings Association, as Rights
               Agent.





                                 SIGNATURE


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


                              HOMESTAKE MINING COMPANY,

                              by /S/ WAYNE KIRK
                                 --------------------------------------
Date:  October 15, 1997          Name:  Wayne Kirk
                                 Title: Vice President, General Counsel
                                        and Corporate Secretary





                             INDEX OF EXHIBITS




                                                            Page Number
                                                                 in
                                                            Sequentially
 Exhibit                                                      Numbered
 Number                         Title                         Statement
 

   4.     Amendment No. 1 dated as of October 15, 1997,
          to the Rights Agreement dated as of October 16,
          1987, between Homestake Mining  Company  and
          BankBoston N.A., as successor to Bank of America
          National Trust and Savings  Association, as
          Rights Agent                                             4

EX-4

                                                                [Exhibit 4]


                         AMENDMENT NO. 1, dated as of October 15, 1997, to
                    the Rights Agreement (the "Rights Agreement") dated as
                    of October 16, 1987, between HOMESTAKE MINING COMPANY,
                    a Delaware corporation (the "Company"), and BANKBOSTON
                    N.A., a national banking association, as successor to
                    BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
                    a national banking corporation, as Rights Agent (the
                    "Rights Agent").


          WHEREAS the rights issued under the Rights Agreement are
currently scheduled to expire on November 2, 1997, and the Board of
Directors of the Company wishes to extend the expiration date of such
rights; and

          WHEREAS pursuant to Section 27 of the Rights Agreement the Board
of Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable to reflect the
foregoing and the Company and the Rights Agent desire to evidence such
amendment in writing.


          NOW, THEREFORE, in consideration of the mutual agreements
contained herein and other good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, the Company and the Rights
Agent agree as follows:

          SECTION 1.01 Amendment to the Rights Agreement. The Rights
Agreement is hereby amended, effective as the date of this Amendment, by
deleting the text of the Rights Agreement, beginning at Section 1 thereof,
in its entirety and by replacing it with the following:

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

          "Acquiring Person" shall mean any Person who or which, alone or
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of more than 15% of the Common Shares then outstanding but
shall not include (a) the Company, any Subsidiary of the Company, any
employee benefit or compensation plan of the Company or of any of its
Subsidiaries, or any Person holding Common Shares for or pursuant to the
terms of any such employee benefit or





compensation plan or (b) any such Person who has become and is such a
Beneficial Owner solely because (i) of a change in the aggregate number of
Common Shares outstanding since the last date on which such Person acquired
Beneficial Ownership of any Common Shares or (ii) it acquired such
Beneficial Ownership in the good faith belief that such acquisition would
not (x) cause such Beneficial Ownership to exceed 15% of the Common Shares
then outstanding and such Person relied in good faith in computing the
percentage of its Beneficial Ownership on publicly filed reports or
documents of the Company that are inaccurate or out-of-date or (y)
otherwise cause a Distribution Date or the adjustment provided for in
Section 11(a) to occur. Notwithstanding clause (b)(ii) of the prior
sentence, if any Person that is not an Acquiring Person due to such clause
(b)(ii) does not reduce its percentage of Beneficial Ownership of Common
Shares to 15% or less by the Close of Business on the fifth Business Day
after notice from the Company (the date of notice being the first day) that
such Person's Beneficial Ownership of Common Shares so exceeds 15%, such
Person shall, at the end of such five Business Day period, become an
Acquiring Person (and such clause (b)(ii) shall no longer apply to such
Person). For purposes of this definition, the determination whether any
Person acted in "good faith" shall be conclusively determined by the Board
of Directors of the Company, acting by a vote of those directors of the
Company whose approval would be required to redeem the Rights under Section
24.

          "Affiliate" and "Associate", when used with reference to any
Person, shall have the respective meanings ascribed to such terms in Rule
12b-2 of the General Rules and Regulations under the Exchange Act, as in
effect on the date of this Rights Agreement.

          A Person shall be deemed the "Beneficial Owner" of, and shall be
deemed to "beneficially own", and shall be deemed to have "Beneficial
Ownership" of, any securities:

          (i) which such Person or any of such Person's Affiliates or
     Associates is deemed to "beneficially own" within the meaning of Rule
     13d-3 of the General Rules and Regulations under the Exchange Act, as
     in effect on the date of this Rights Agreement;

          (ii) which such Person or any of such Person's Affiliates or
     Associates has (A) the right to acquire (whether such right is
     exercisable immediately or only after the passage of time) pursuant to
     any agreement, arrangement or understanding (written or oral), or upon
     the exercise of conversion rights, exchange rights,





     rights (other than the Rights), warrants or options, or otherwise;
     provided, however, that a Person shall not be deemed under this clause
     (A) the Beneficial Owner of, or to beneficially own, or to have
     Beneficial Ownership of, any securities tendered pursuant to a tender
     or exchange offer made by or on behalf of such Person or any of such
     Person's Affiliates or Associates until such tendered securities are
     accepted for purchase or exchange thereunder or cease to be subject to
     withdrawal by the tendering security holder, or (B) the right to vote
     pursuant to any agreement, arrangement or understanding (written or
     oral); provided, however, that a Person shall not be deemed under this
     clause (B) the Beneficial Owner of, or to beneficially own, or to have
     Beneficial Ownership of, any security if (1) the agreement,
     arrangement or understanding (written or oral) to vote such security
     arises solely from a revocable proxy or consent given to such Person
     in response to a public proxy or consent solicitation made generally
     to all holders of Common Stock pursuant to, and in accordance with,
     the applicable rules and regulations under the Exchange Act and (2)
     the beneficial ownership of such security is not also then reportable
     on Schedule 13D under the Exchange Act (or any comparable or successor
     report); or

          (iii) which are beneficially owned, directly or indirectly, by
     any other Person with which such Person or any of such Person's
     Affiliates or Associates has any agreement, arrangement or
     understanding (written or oral) for the purpose of acquiring, holding,
     voting (except pursuant to a revocable proxy as described in clause
     (ii)(B) of this definition) or disposing of any securities of the
     Company.


Notwithstanding the foregoing, nothing contained in this definition shall
cause a Person ordinarily engaged in business as an underwriter of
securities to be the "Beneficial Owner" of, or to "beneficially own" or to
have "Beneficial Ownership" of, any securities acquired in a bona fide firm
commitment underwriting pursuant to an underwriting agreement with the
Company.

          "Book Value", when used with reference to Common Shares issued by
any Person, shall mean the amount of equity of such Person applicable to
each Common Share, determined (i) in accordance with generally accepted
accounting principles in effect on the date as of which such Book Value





is to be determined, (ii) using all the consolidated assets and all the
consolidated liabilities of such Person on the date as of which such Book
Value is to be determined, except that no value shall be included in such
assets for goodwill arising from consummation of a business combination,
and (iii) after giving effect to (A) the exercise of all rights, options
and warrants to purchase such Common Shares (other than the Rights), and
the conversion of all securities convertible into such Common Shares, at an
exercise or conversion price, per Common Share, which is less than such
Book Value before giving effect to such exercise or conversion (whether or
not exercisability or convertibility is conditioned upon occurrence of a
future event), (B) all dividends and other distributions on the capital
stock of such Person declared prior to the date as of which such Book Value
is to be determined and to be paid or made after such date, and (C) any
other agreement, arrangement or understanding (written or oral), or
transaction or other action contemplated prior to the date as of which such
Book Value is to be determined that would have the effect of thereafter
reducing such Book Value.

          "Business Combination" shall have the meaning set forth in
Section 11(c)(I).

          "Business Day" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in the
Borough of Manhattan, The City of New York, are authorized or obligated by
law or executive order to close.

          "Certificate of Designation" shall mean the Certificate of
Designation of Series A Participating Cumulative Preferred Stock setting
forth the powers, preferences, rights, qualifications, limitations and
restrictions of such series of Preferred Stock of the Company, a copy of
which is attached as Exhibit A.

          "Close of Business" on any given date shall mean 5:00 p.m., New
York City time, on such date; provided, however, that, if such date is not
a Business Day, "Close of Business" shall mean 5:00 p.m., New York City
time, on the next succeeding Business Day.

          "Common Shares", when used with reference to the Company prior to
a Business Combination, shall mean the shares of Common Stock of the
Company or any other shares of capital stock of the Company into which the
Common Stock shall be reclassified or changed. "Common Shares", when used
with reference to any Person (other than the Company





prior to a Business Combination), shall mean shares of capital stock of
such Person (if such Person is a corporation) of any class or series, or
units of equity interests in such Person (if such Person is not a
corporation) of any class or series, the terms of which do not limit (as a
maximum amount and not merely in proportional terms) the amount of
dividends or income payable or distributable on such class or series or the
amount of assets distributable on such class or series upon any voluntary
or involuntary liquidation, dissolution or winding up of such Person and do
not provide that such class or series is subject to redemption at the
option of such Person, or any shares of capital stock or units of equity
interests into which the foregoing shall be reclassified or changed;
provided, however, that, if at any time there shall be more than one such
class or series of capital stock or equity interests of such Person,
"Common Shares" of such Person shall include all such classes and series
substantially in the proportion of the total number of shares or other
units of each such class or series outstanding at such time unless any such
class or series is identical to another such class except for voting power,
in which case "Common Shares" shall include such higher voting class in
place of such lower voting class.

          "Common Stock" shall have the meaning set forth in the
introductory paragraph of this Rights Agreement.

          "Company" shall have the meaning set forth in the heading of this
Rights Agreement; provided, however, that if there is a Business
Combination, "Company" shall have the meaning set forth in Section
11(c)(III).

          The term "control" with respect to any Person shall mean the
power to direct the management and policies of such Person, directly or
indirectly, by or through stock ownership, agency or otherwise, or pursuant
to or in connection with an agreement, arrangement or understanding
(written or oral) with one or more other Persons by or through stock
ownership, agency or otherwise; and the terms "controlling" and
"controlled" shall have meanings correlative to the foregoing.

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

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
in effect on the date in question, unless otherwise specifically provided.





          "Exchange Consideration" shall have the meaning set forth in
Section 11(b)(I).

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

          "Major Part", when used with reference to the assets of the
Company and its Subsidiaries as of any date, shall mean assets (i) having a
fair market value aggregating 50% or more of the total fair market value of
all the assets of the Company and its Subsidiaries (taken as a whole) as of
the date in question, (ii) accounting for 50% or more of the total value
(net of depreciation and amortization) of all the assets of the Company and
its Subsidiaries (taken as a whole) as would be shown on a consolidated or
combined balance sheet of the Company and its Subsidiaries as of the date
in question, prepared in accordance with generally accepted accounting
principles then in effect, or (iii) accounting for 50% or more of the total
amount of earnings before interest, taxes, depreciation and amortization or
of the revenues of the Company and its Subsidiaries (taken as a whole) as
would be shown on, or derived from, a consolidated or combined statement of
income or operations of the Company and its Subsidiaries for the period of
12 months ending on the last day of the Company's monthly accounting period
next preceding the date in question, prepared in accordance with generally
accepted accounting principles then in effect.

          "Market Value", when used with reference to Common Shares on any
date, shall be deemed to be the average of the daily closing prices, per
share, of such Common Shares for the period which is the shorter of (1) 30
consecutive Trading Days immediately prior to the date in question or (2)
the number of consecutive Trading Days beginning on the Trading Day
immediately after the date of the first public announcement of the event
requiring a determination of the Market Value and ending on the Trading Day
immediately prior to the record date of such event; provided, however,
that, in the event that the Market Value of such Common Shares is to be
determined in whole or in part during a period following the announcement
by the issuer of such Common Shares of any action of the type described in
Section 12(a) that would require an adjustment thereunder, then, and in
each such case, the Market Value of such Common Shares shall be
appropriately adjusted to reflect the effect of such action on the market
price of such Common Shares. The closing price for each Trading Day shall
be the closing price quoted on the principal United States securities
exchange registered under the Exchange Act (or any





recognized foreign stock exchange) on which such securities are listed, or,
if such securities are not listed on any such exchange, the closing price
quoted on The Nasdaq Stock Market or, if such securities are not so quoted,
the average of the closing bid and asked quotations with respect to a share
of such securities on any National Association of Securities Dealers, Inc.
quotations system or such other system then in use, or if no such
quotations are available, the average of the closing bid and asked prices
as furnished by a professional market maker making a market in such
securities selected by the Board of Directors of the Company. If on any
such Trading Day no market maker is making a market in such securities, the
closing price of such securities on such Trading Day shall be deemed to be
the fair value of such securities as determined in good faith by the Board
of Directors of the Company acting by a vote of those directors whose
approval would be required to redeem the Rights under Section 24 (whose
determination shall be described in a statement filed with the Rights Agent
and shall be binding on the Rights Agent, the holders of Rights and all
other Persons); provided, however, that for the purpose of determining the
closing price of the Preferred Shares for any Trading Day on which there is
no such market maker for the Preferred Shares the closing price on such
Trading Day shall be deemed to be the Formula Number (as defined in the
Certificate of Designation) times the closing price of the Common Shares of
the Company on such Trading Day.

          "Person" shall mean an individual, corporation, partnership,
joint venture, association, trust, unincorporated organization or other
entity.

          "Preferred Shares" shall have the meaning set forth in the
introductory paragraph of this Rights Agreement. Any reference in this
Rights Agreement to Preferred Shares shall be deemed to include any
authorized fraction of a Preferred Share, unless the context otherwise
requires.

          "Principal Party" shall mean the Surviving Person in a Business
Combination; provided, however, that, if such Surviving Person is a direct
or indirect Subsidiary of any other Person, "Principal Party" shall mean
the Person which is the ultimate parent of such Surviving Person and which
is not itself a Subsidiary of another Person. In the event ultimate control
of such Surviving Person is shared by two or more Persons, "Principal
Party" shall mean that Person that is immediately controlled by such two or
more Persons.





          "Purchase Price" with respect to each Right shall mean $75, as
such amount may from time to time be adjusted as provided herein, and shall
be payable in lawful money of the United States of America. All references
herein to the Purchase Price shall mean the Purchase Price as in effect at
the time in question.

          "Record Date" shall have the meaning set forth in the
introductory paragraph of this Rights Agreement.

          "Redemption Date" shall have the meaning set forth in Section
24(a).

          "Redemption Price" with respect to each Right shall mean $.01, as
such amount may from time to time be adjusted in accordance with Section
12. All references herein to the Redemption Price shall mean the Redemption
Price as in effect at the time in question.

          "Registered Common Shares" shall mean Common Shares which are, as
of the date of consummation of a Business Combination, and have
continuously been for the 12 months immediately preceding such date,
registered under Section 12 of the Exchange Act.

          "Right Certificate" shall mean a certificate evidencing a Right
in substantially the form attached as Exhibit B.

          "Rights" shall mean the rights to purchase Preferred Shares (or
other securities) as provided in this Rights Agreement.

          "Securities Act" shall mean the Securities Act of 1933, as in
effect on the date in question, unless otherwise specifically provided.

          "Subsidiary" shall mean a Person, at least a majority of the
total outstanding voting power (being the power under ordinary
circumstances (and not merely upon the happening of a contingency) to vote
in the election of directors of such Person (if such Person is a
corporation) or to participate in the management and control of such Person
(if such Person is not a corporation)) of which is owned, directly or
indirectly, by another Person or by one or more other Subsidiaries of such
other Person or by such other Person and one or more other Subsidiaries of
such other Person.





          "Surviving Person" shall mean (1) the Person which is the
continuing or surviving Person in a consolidation or merger specified in
Section 11(c)(I)(i) or 11(c)(I)(ii) or (2) the Person to which the Major
Part of the assets of the Company and its Subsidiaries is sold, leased,
exchanged or otherwise transferred or disposed of in a transaction
specified in Section 11(c)(I)(iii); provided, however, that, if the Major
Part of the assets of the Company and its Subsidiaries is sold, leased,
exchanged or otherwise transferred or disposed of in one or more related
transactions specified in Section 11(c)(I)(iii) to more than one Person,
the "Surviving Person" in such case shall mean the Person that acquired
assets of the Company and/or its Subsidiaries with the greatest fair market
value in such transaction or transactions.

          "Trading Day" shall mean a day on which the principal national
securities exchange (or principal recognized foreign stock exchange, as the
case may be) on which any securities or Rights, as the case may be, are
listed or admitted to trading is open for the transaction of business or,
if the securities or Rights in question are not listed or admitted to
trading on any national securities exchange (or recognized foreign stock
exchange, as the case may be), a Business Day.

          SECTION 2. Appointment of Rights Agent. The Company hereby
appoints the Rights Agent to act as agent for the Company in accordance
with the terms and conditions hereof, and the Rights Agent hereby accepts
such appointment. The Company may from time to time appoint one or more
co-Rights Agents as it may deem necessary or desirable upon notice to the
Rights Agent (the term "Rights Agent" being used herein to refer,
collectively, to the Rights Agent together with any such co-Rights Agents).
In the event the Company appoints one or more co-Rights Agents, the
respective duties of the Rights Agent and any co-Rights Agents shall be as
the Company shall determine.

          SECTION 3. Issue of Rights and Right Certificates. (a) One Right
shall be associated with each Common Share outstanding on the Record Date,
each additional Common Share that shall become outstanding between the
Record Date and the earliest of the Distribution Date, the Redemption Date
or the Expiration Date and each additional Common Share with which Rights
are issued after the Distribution Date but prior to the earlier of the
Redemption Date or the Expiration Date as provided in Section 23; provided,
however, that, if the number of outstanding Rights are combined into a
smaller number of outstanding Rights





pursuant to Section 12(a), the appropriate fractional Right determined
pursuant to such Section shall thereafter be associated with each such
Common Share.

          (b) Until the earlier of (i) such time as the Company learns that
a Person has become an Acquiring Person or (ii) the Close of Business on
such date, if any, as may be designated by the Board of Directors of the
Company following the commencement of, or first public disclosure of an
intent to commence, a tender or exchange offer by any Person (other than
the Company, any Subsidiary of the Company, any employee benefit or
compensation plan of the Company or of any of its Subsidiaries, or any
Person holding Common Shares for or pursuant to the terms of any such
employee benefit or compensation plan) for outstanding Common Shares, if
upon consummation of such tender or exchange offer such Person could be the
Beneficial Owner of more than 15% of the outstanding Common Shares (the
Close of Business on the earlier of such dates being the "Distribution
Date"), (x) the Rights will be evidenced by the certificates for Common
Shares registered in the names of the holders thereof and not by separate
Right Certificates and (y) the Rights, including the right to receive Right
Certificates, will be transferable only in connection with the transfer of
Common Shares. As soon as practicable after the Distribution Date, the
Rights Agent will send, by first-class, postage-prepaid mail, to each
record holder of Common Shares as of the Distribution Date, at the address
of such holder shown on the records of the Company, a Right Certificate
evidencing one whole Right for each Common Share (or for the number of
Common Shares with which one whole Right is then associated if the number
of Rights per Common Share held by such record holder has been adjusted in
accordance with the proviso in Section 3(a)). If the number of Rights
associated with each Common Share has been adjusted in accordance with the
proviso in Section 3(a), at the time of distribution of the Right
Certificates the Company may make any necessary and appropriate rounding
adjustments so that Right Certificates representing only whole numbers of
Rights are distributed and cash is paid in lieu of any fractional Right in
accordance with Section 15(a). As of and after the Distribution Date, the
Rights will be evidenced solely by such Right Certificates.

          (c) With respect to any certificate for Common Shares, until the
earliest of the Distribution Date, the Redemption Date or the Expiration
Date, the Rights associated with the Common Shares represented by any such
certificate shall be evidenced by such certificate alone,





the registered holders of the Common Shares shall also be the registered
holders of the associated Rights and the surrender for transfer of any such
certificate shall also constitute the transfer of the Rights associated
with the Common Shares represented thereby.

          (d) Certificates issued for Common Shares after the Record Date
(including, without limitation, upon transfer or exchange of outstanding
Common Shares), but prior to the earliest of the Distribution Date, the
Redemption Date or the Expiration Date, shall have printed on, written on
or otherwise affixed to them the following legend:

          This certificate also evidences and entitles the holder hereof to
     certain Rights as set forth in a Rights Agreement dated as of October
     16, 1987 (as amended, the "Rights Agreement"), between Homestake
     Mining Company and BankBoston N.A., a national banking association, as
     successor to Bank of America National Trust and Savings Association,
     as Rights Agent, the terms of which are hereby incorporated herein by
     reference and a copy of which is on file at the principal executive
     offices of Homestake Mining 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. Homestake Mining Company will mail to the holder of this
     certificate a copy of the Rights Agreement without charge after
     receipt of a written request therefor. Under certain circumstances,
     Rights issued to or held by Acquiring Persons or their Affiliates or
     Associates (as such terms are defined in the Rights Agreement) or by
     any subsequent holder of such Rights may become null and void.

          Notwithstanding this paragraph (d), the omission of a legend
shall not affect the enforceability of any part of this Rights Agreement or
the rights of any holder of Rights.

          SECTION 4. Form of Right Certificates. The Right Certificates
(and the form of election to purchase and form of assignment to be printed
on the reverse side thereof) shall be in substantially the form set forth
as Exhibit B 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
Rights 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 Sections 7, 11 and 23, the
Right Certificates, whenever issued, shall be dated as of the Distribution
Date, and on their face shall entitle the holders thereof to purchase such
number of Preferred Shares as shall be set forth therein for the Purchase
Price set forth therein, subject to adjustment from time to time as herein
provided.

          SECTION 5. Execution, Countersignature and Registration. (a) The
Right Certificates shall be executed on behalf of the Company by the
Chairman of the Board, the Chief Executive Officer, the President, the
Chief Operating Officer, the Treasurer or any Vice President (whether
preceded by any additional title) of the Company, either manually or by
facsimile signature, and have affixed thereto the Company's seal or a
facsimile thereof which shall be attested by the Secretary, an Assistant
Secretary or a Vice President (whether preceded by any additional title,
provided that such Vice President shall not have also executed the Right
Certificates) of the Company, either manually or by facsimile signature.
The Right Certificates shall be manually countersigned by the Rights Agent
and shall not be valid or obligatory for any purpose unless so
countersigned. In case any officer of the Company who shall have signed any
of the Right Certificates shall cease to be such an officer of the Company
before countersignature by the Rights Agent and issuance and delivery by
the Company, such Right Certificates may nevertheless 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 Right Certificates
had not ceased to be such an officer of the Company; and any Right
Certificate may be signed on behalf of the Company by any person who, at
the actual date of execution of such Right Certificate, shall be a proper
officer of the Company to sign such Right Certificate, although at the date
of execution of this Rights Agreement any such person was not such an
officer of the Company.

          (b) Following the Distribution Date, the Rights Agent will keep
or cause to be kept, at its principal office, books for registration and
transfer of the Right Certificates issued hereunder. Such books shall show
the names and addresses of the respective holders of the Right
Certificates, the number of Rights evidenced by each of the Right
Certificates, the certificate number of each of the





Right Certificates and the date of each of the Right Certificates.

          SECTION 6. Transfer, Split-Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates;
Uncertificated Rights. (a) Subject to the provisions of Sections 7(e) and
15, at any time after the Distribution Date, and at or prior to the Close
of Business on the earlier of the Redemption Date or the Expiration Date,
any Right Certificate or Right Certificates may be transferred, split-up,
combined or exchanged for another Right Certificate or Right Certificates
representing, in the aggregate, the same number of Rights as the Right
Certificate or Right Certificates surrendered then represented. Any
registered holder desiring to transfer, split-up, combine or exchange any
Right Certificate shall make such request in writing delivered to the
Rights Agent and shall surrender the Right Certificate or Right
Certificates to be transferred, split-up, combined or exchanged at the
designated office of the Rights Agent; provided, however, that neither the
Rights Agent nor the Company shall be obligated to take any action
whatsoever with respect to the transfer of any Right Certificate
surrendered for transfer until the registered holder shall have completed
and signed the certification contained in the form of assignment on the
reverse side of such Right Certificate and shall have provided such
additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner) or Affiliates or Associates thereof as the Company or the
Rights Agent shall reasonably request. Thereupon the Rights Agent shall,
subject to Sections 7(e) and 15, countersign and deliver to the Person
entitled thereto a Right Certificate or Right Certificates, as the case may
be, as so requested. The Company may require payment by the holders of
Rights of a sum sufficient to cover any tax or governmental charge that may
be imposed in connection with any transfer, split-up, combination or
exchange of Right Certificates.

          (b) Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or
mutilation of a valid Right Certificate, and, in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to them, and,
at the Company's request, reimbursement to the Company and the Rights Agent
of all reasonable expenses incidental thereto, and upon surrender to the
Rights Agent and cancelation of the Right Certificate if mutilated, the
Company will make a new Right Certificate of like tenor and deliver such
new Right Certificate to the Rights Agent for





delivery to the registered owner in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated.

          (c) Notwithstanding any other provision hereof, the Company and
the Rights Agent may amend this Rights Agreement to provide for
uncertificated Rights in addition to or in place of Rights evidenced by
Right Certificates.

          SECTION 7. Exercise of Rights; Expiration Date of Rights. (a)
Subject to Section 7(e) and except as otherwise provided herein (including
Section 11), each Right shall entitle the registered holder thereof, upon
exercise thereof as provided herein, to purchase for the Purchase Price, at
any time after the Distribution Date and at or prior to the earlier of (i)
the Close of Business on October 15, 2007 (the Close of Business on such
date being the "Expiration Date"), or (ii) the Redemption Date, one
one-hundredth (1/100th) of a Preferred Share, subject to adjustment from
time to time as provided in Sections 11 and 12.

          (b) The registered holder of any Right Certificate may exercise
the Rights evidenced thereby (except as otherwise provided herein) in whole
or in part at any time after the Distribution Date, upon surrender of the
Right Certificate, with the form of election to purchase on the reverse
side thereof duly executed, to the Rights Agent at the principal office of
the Rights Agent, together with payment of the Purchase Price for each one
one-hundredth (1/100th) of a Preferred Share as to which the Rights are
exercised, at or prior to the earlier of (i) the Expiration Date or (ii)
the Redemption Date.

          (c) Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase duly executed, accompanied by
payment of the Purchase Price for the Preferred Shares to be purchased
together with an amount equal to any applicable transfer tax, in lawful
money of the United States of America, in cash or by certified check or
money order payable to the order of the Company, the Rights Agent shall
thereupon (i) either (A) promptly requisition from any transfer agent of
the Preferred Shares (or make available, if the Rights Agent is the
transfer agent) certificates for the number of Preferred Shares to be
purchased and the Company hereby irrevocably authorizes its transfer agent
to comply with all such requests or (B) if the Company shall have elected
to deposit the Preferred Shares with a depositary agent under a depositary
arrangement, promptly requisition from the depositary agent depositary
receipts representing the number





of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in
which case certificates for the Preferred Shares to be 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 all
such requests, (ii) when appropriate, promptly requisition from the Company
the amount of cash to be paid in lieu of issuance of fractional shares in
accordance with Section 15, (iii) promptly after receipt of such
certificates or depositary receipts, cause the same to be delivered to or
upon the order of the registered holder of such Right Certificate,
registered in such name or names as may be designated by such holder and
(iv) when appropriate, after receipt promptly deliver such cash to or upon
the order of the registered holder of such Right Certificate.

          (d) In case the registered holder of any Right Certificate shall
exercise fewer than all the Rights evidenced thereby, a new Right
Certificate evidencing Rights equivalent to the Rights remaining
unexercised shall be issued by the Rights Agent and delivered to the
registered holder of such Right Certificate or to his duly authorized
assigns, subject to the provisions of Section 15.

          (e) Notwithstanding anything in this Rights Agreement to the
contrary, any Rights that are at any time beneficially owned by an
Acquiring Person or an Affiliate or Associate of an Acquiring Person shall
become null and void and nontransferable, and any holder of any such Right
(including any purported transferee or subsequent holder) shall not have
any right to exercise or transfer any such Right.

          (f) Notwithstanding anything in this Rights Agreement to the
contrary, neither the Rights Agent nor the Company shall be obligated to
undertake any action with respect to a registered holder of any Right
Certificates 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 Right 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.

          (g) The Company may temporarily suspend, for a period of time not
to exceed 90 calendar days after the Distribution Date, the exercisability
of the Rights in order





to prepare and file a registration statement under the Securities Act, on
an appropriate form, with respect to the Preferred Shares purchasable upon
exercise of the Rights and permit such registration statement to become
effective; provided, however, that no such suspension shall remain
effective after, and the Rights shall without any further action by the
Company or any other Person become exercisable immediately upon, the
effectiveness of such registration statement. Upon any such suspension, the
Company shall issue a public announcement stating that the exercisability
of the Rights has been temporarily suspended and shall issue a further
public announcement at such time as the suspension is no longer in effect.
Notwithstanding any provision herein to the contrary, the Rights shall not
be exercisable in any jurisdiction if the requisite qualification under the
blue sky or securities laws of such jurisdiction shall not have been
obtained or the exercise of the Rights shall not be permitted under
applicable law.

          SECTION 8. Cancelation and Destruction of Right Certificates. All
Right Certificates surrendered or presented for the purpose of exercise,
transfer, split-up, combination or exchange shall, and any Right
Certificate representing Rights that have become null and void and
nontransferable pursuant to Section 7(e) surrendered or presented for any
purpose shall, if surrendered or presented to the Company or to any of its
agents, be delivered to the Rights Agent for cancelation or in canceled
form, or, if surrendered or presented to the Rights Agent, shall be
canceled by it, and no Right Certificates shall be issued in lieu thereof
except as expressly permitted by this Rights Agreement. The Company shall
deliver to the Rights Agent for cancelation and retirement, and the Rights
Agent shall so cancel and retire, any Right Certificate purchased or
acquired by the Company. The Rights Agent shall deliver all canceled Right
Certificates to the Company, or shall, at the written request of the
Company, destroy such canceled Right Certificates, and in such case shall
deliver a certificate of destruction thereof to the Company.

          SECTION 9. Reservation and Availability of Preferred Shares. (a)
The Company covenants and agrees that it will cause to be reserved and kept
available out of its authorized and unissued Preferred Shares or any
authorized and issued Preferred Shares held in its treasury, free from
preemptive rights or any right of first refusal, a number of Preferred
Shares sufficient to permit the exercise in full of all outstanding Rights.





          (b) In the event that there shall not be sufficient Preferred
Shares issued but not outstanding or authorized but unissued to permit the
exercise or exchange of Rights in accordance with Section 11, the Company
covenants and agrees that it will take all such action as may be necessary
to authorize additional Preferred Shares for issuance upon the exercise or
exchange of Rights pursuant to Section 11; provided, however, that if the
Company is unable to cause the authorization of additional Preferred
Shares, then the Company shall, or in lieu of seeking any such
authorization, the Company may, to the extent necessary and permitted by
applicable law and any agreements or instruments in effect prior to the
Distribution Date to which it is a party, (A) upon surrender of a Right,
pay cash equal to the Purchase Price in lieu of issuing Preferred Shares
and requiring payment therefor, (B) upon due exercise of a Right and
payment of the Purchase Price for each Preferred Share as to which such
Right is exercised, issue equity securities having a value equal to the
value of the Preferred Shares which otherwise would have been issuable
pursuant to Section 11, which value shall be determined by a nationally
recognized investment banking firm selected by the Board of Directors of
the Company or (C) upon due exercise of a Right and payment of the Purchase
Price for each Preferred Share as to which such Right is exercised,
distribute a combination of Preferred Shares, cash and/or other equity
and/or debt securities having an aggregate value equal to the value of the
Preferred Shares which otherwise would have been issuable pursuant to
Section 11, which value shall be determined by a nationally recognized
investment banking firm selected by the Board of Directors of the Company.
To the extent that any legal or contractual restrictions (pursuant to
agreements or instruments in effect prior to the Distribution Date to which
it is party) prevent the Company from paying the full amount payable in
accordance with the foregoing sentence, the Company shall pay to holders of
the Rights as to which such payments are being made all amounts which are
not then restricted on a pro rata basis as such payments become permissible
under such legal or contractual restrictions until such payments have been
paid in full.

          (c) The Company covenants and agrees that it will take all such
action as may be necessary to ensure that all Preferred Shares delivered
upon exercise or exchange of Rights shall, at the time of delivery of the
certificates for such Preferred Shares (subject to payment of the Purchase
Price), be duly and validly authorized and issued and fully paid and
nonassessable shares.





          (d) So long as the Preferred Shares issuable upon the exercise or
exchange of Rights are to be listed on any national securities exchange,
the Company covenants and agrees to use its best efforts to cause, from and
after such time as the Rights become exercisable or exchangeable, all
Preferred Shares reserved for such issuance to be listed on such securities
exchange upon official notice of issuance upon such exercise or exchange.

          (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
Right Certificates or of any Preferred Shares or Common Shares or other
securities upon the exercise or exchange of the 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 Right Certificates to a Person other
than, or in respect of the issuance or delivery of certificates for the
Preferred Shares or Common Shares or other securities, as the case may be,
in a name other than that of, the registered holder of the Right
Certificate evidencing Rights surrendered for exercise or exchange or to
issue or deliver any certificates for Preferred Shares or Common Shares or
other securities, as the case may be, upon the exercise or exchange of any
Rights until any such tax shall have been paid (any such tax being payable
by the holder of such Right Certificate at the time of surrender) or until
it has been established to the Company's satisfaction that no such tax is
due.

          SECTION 10. Preferred Shares Record Date. Each Person in whose
name any certificate for Preferred Shares or Common Shares or other
securities is issued upon the exercise or exchange of Rights shall for all
purposes be deemed to have become the holder of record of the Preferred
Shares or Common Shares or other securities, as the case may be,
represented thereby on, and such certificate shall be dated, the date upon
which the Right Certificate evidencing such Rights was duly surrendered and
payment of any Purchase Price (and any applicable transfer taxes) was made;
provided, however, that, if the date of such surrender and payment is a
date upon which the transfer books of the Company for the Preferred Shares
or Common Shares or other securities, as the case may be, are closed, such
Person shall be deemed to have become the record holder of such Preferred
Shares or Common Shares or other securities, as the case may be, on, and
such certificate shall be dated, the next succeeding Business Day on which
the transfer books





of the Company for the Preferred Shares or Common Shares or other
securities, as the case may be, are open.

          SECTION 11. Adjustments in Rights After There Is an Acquiring
Person; Exchange of Rights for Shares; Business Combinations. (a) Upon a
Person becoming an Acquiring Person, proper provision shall be made so that
each holder of a Right, except as provided in Section 7(e), shall
thereafter have a right to receive, upon exercise thereof for the Purchase
Price in accordance with the terms of this Rights Agreement, such number of
one one-hundredths (1/100ths) of a Preferred Share as shall equal the
result obtained by multiplying the Purchase Price by a fraction, the
numerator of which is the number of one one-hundredths (1/100ths) of a
Preferred Share for which a Right is then exercisable and the denominator
of which is 50% of the Market Value of the Common Shares on the date on
which such Person became an Acquiring Person. As soon as practicable after
a Person becomes an Acquiring Person (provided the Company shall not have
elected to make the exchange permitted by Section 11(b)(I) for all
outstanding Rights), the Company covenants and agrees to use its best
efforts to:

          (I) prepare and file a registration statement under the
     Securities Act, on an appropriate form, with respect to the Preferred
     Shares purchasable upon exercise of the Rights;

          (II) cause such registration statement to become effective as
     soon as practicable after such filing;

          (III) cause such registration statement to remain effective (with
     a prospectus at all times meeting the requirements of the Securities
     Act) until the Expiration Date; and

          (IV) qualify or register the Preferred Shares purchasable upon
     exercise of the Rights under the blue sky or securities laws of such
     jurisdictions as may be necessary or appropriate.

          (b)(I) The Board of Directors of the Company may, at its option,
at any time after a Person becomes an Acquiring Person, mandatorily
exchange all or part of the then outstanding and exercisable Rights (which
shall not include Rights that shall have become null and void and
nontransferable pursuant to the provisions of Section 7(e)) for
consideration per Right consisting of either one-half of the securities
that would be issuable at such time upon the exercise of one Right in
accordance with Section 11(a) or,





if applicable, Section 9(b)(B) or (C) or, if applicable, the cash
consideration specified in Section 9(b)(A) (the consideration issuable per
Right pursuant to this Section 11(b)(I) being the "Exchange
Consideration"). The Board of Directors of the Company may, at its option,
issue, in substitution for Preferred Shares, Common Shares in an amount per
Preferred Share equal to the Formula Number (as defined in the Certificate
of Designation) if there are sufficient Common Shares issued but not
outstanding or authorized but unissued. If the Board of Directors of the
Company elects to exchange all the Rights for Exchange Consideration
pursuant to this Section 11(b)(I) prior to the physical distribution of the
Rights Certificates, the Corporation may distribute the Exchange
Consideration in lieu of distributing Right Certificates, in which case for
purposes of this Rights Agreement holders of Rights shall be deemed to have
simultaneously received and surrendered for exchange Right Certificates on
the date of such distribution.

          (II) Any action of the Board of Directors of the Company ordering
the exchange of any Rights pursuant to Section 11(b)(I) shall be
irrevocable and, immediately upon the taking of such action and without any
further action and without any notice, the right to exercise any such Right
pursuant to Section 11(a) shall terminate and the only right thereafter of
a holder of such Right shall be to receive the Exchange Consideration in
exchange for each such Right held by such holder or, if the Exchange
Consideration shall not have been paid or issued, to exercise any such
Right pursuant to Section 11(c)(I). 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 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 Rights for the Exchange Consideration 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 shall have become
null and void and nontransferable pursuant to the provisions of Section
7(e)) held by each holder of Rights.





          (c)(I) In the event that, following a Distribution Date, directly
or indirectly, any transactions specified in the following clause (i), (ii)
or (iii) of this Section 11(c) (each such transaction being a "Business
Combination") shall be consummated:

          (i) the Company shall consolidate with, or merge with and into,
     any Acquiring Person or any Affiliate or Associate of an Acquiring
     Person;

          (ii) any Acquiring Person or any Affiliate or Associate of an
     Acquiring Person shall merge with and into the Company and, in
     connection with such merger, all or part of the Common Shares shall be
     changed into or exchanged for capital stock or other securities of the
     Company or of any Acquiring Person or Affiliate or Associate of an
     Acquiring Person or cash or any other property; or

          (iii) the Company shall sell, lease, exchange or otherwise
     transfer or dispose of (or one or more of its Subsidiaries shall sell,
     lease, exchange or otherwise transfer or dispose of), in one or more
     transactions, the Major Part of the assets of the Company and its
     Subsidiaries (taken as a whole) to any Acquiring Person or any
     Affiliate or Associate of an Acquiring Person,

then, in each such case, proper provision shall be made so that each holder
of a Right, except as provided in Section 7(e), shall thereafter have the
right to receive, upon the exercise thereof for the Purchase Price in
accordance with the terms of this Rights Agreement, the securities
specified below (or, at such holder's option, the securities specified in
Section 11(a)):

          (A) If the Principal Party in such Business Combination has
     Registered Common Shares outstanding, each Right shall thereafter
     represent the right to receive, upon the exercise thereof for the
     Purchase Price in accordance with the terms of this Rights Agreement,
     such number of Registered Common Shares of such Principal Party, free
     and clear of all liens, encumbrances or other adverse claims, as shall
     have an aggregate Market Value as of the time of exercise thereof
     equal to the result obtained by multiplying the Purchase Price by two;

          (B) If the Principal Party involved in such Business Combination
     does not have Registered Common Shares outstanding, each Right shall
     thereafter





     represent the right to receive, upon the exercise thereof for the
     Purchase Price in accordance with the terms of this Rights Agreement,
     at the election of the holder of such Right at the time of the
     exercise thereof, any of:

               (1) such number of Common Shares of the Surviving Person in
          such Business Combination as shall have an aggregate Book Value
          immediately after giving effect to such Business Combination
          equal to the result obtained by multiplying the Purchase Price by
          two;

               (2) such number of Common Shares of the Principal Party in
          such Business Combination (if the Principal Party is not also the
          Surviving Person in such Business Combination) as shall have an
          aggregate Book Value immediately after giving effect to such
          Business Combination equal to the result obtained by multiplying
          the Purchase Price by two; or

               (3) if the Principal Party in such Business Combination is
          an Affiliate of one or more Persons that has Registered Common
          Shares outstanding, such number of Registered Common Shares of
          whichever of such Affiliates of the Principal Party has
          Registered Common Shares with the greatest aggregate Market Value
          on the date of consummation of such Business Combination as shall
          have an aggregate Market Value on the date of such Business
          Combination equal to the result obtained by multiplying the
          Purchase Price by two.

          (II) The Company shall not consummate any Business Combination
unless each issuer of Common Shares for which Rights may be exercised, as
set forth in this Section 11(c), shall have sufficient authorized Common
Shares that have not been issued or reserved for issuance (and which shall,
when issued upon exercise thereof in accordance with this Rights Agreement,
be validly issued, fully paid and nonassessable and free of preemptive
rights, rights of first refusal or any other restrictions or limitations on
the transfer or ownership thereof) to permit the exercise in full of the
Rights in accordance with this Section 11(c) and unless prior thereto:

          (i) a registration statement under the Securities Act on an
     appropriate form, with respect to the Rights and the Common Shares of
     such issuer purchasable upon





     exercise of the Rights, shall be effective under the Securities Act;
     and

          (ii) the Company and each such issuer shall have:

               (A) executed and delivered to the Rights Agent a
          supplemental agreement providing for the assumption by such
          issuer of the obligations set forth in this Section 11(c)
          (including the obligation of such issuer to issue Common Shares
          upon the exercise of Rights in accordance with the terms set
          forth in Sections 11(c)(I) and 11(c)(III)) and further providing
          that such issuer, at its own expense, will use its best efforts
          to:

                    (1) cause a registration statement under the Securities
               Act on an appropriate form, with respect to the Rights and
               the Common Shares of such issuer purchasable upon exercise
               of the Rights, to remain effective (with a prospectus at all
               times meeting the requirements of the Securities Act) until
               the Expiration Date;

                    (2) qualify or register the Rights and the Common
               Shares of such issuer purchasable upon exercise of the
               Rights under the blue sky or securities laws of such
               jurisdictions as may be necessary or appropriate; and

                    (3) list the Rights and the Common Shares of such
               issuer purchasable upon exercise of the Rights on each
               national securities exchange on which the Common Shares were
               listed prior to the consummation of the Business Combination
               or, if the Common Shares were not listed on a national
               securities exchange prior to the consummation of the
               Business Combination, on a national securities exchange;

               (B) furnished to the Rights Agent a written opinion of
          independent counsel stating that such supplemental agreement is a
          valid, binding and enforceable agreement of such issuer; and

               (C) filed with the Rights Agent a certificate of a
          nationally recognized firm of independent accountants setting
          forth the number of Common





          Shares of such issuer which may be purchased upon the exercise of
          each Right after the consummation of such Business Combination.

          (III) After consummation of any Business Combination and subject
to the provisions of Section 11(c)(II), (i) each issuer of Common Shares
for which Rights may be exercised as set forth in this Section 11(c) shall
be liable for, and shall assume, by virtue of such Business Combination,
all the obligations and duties of the Company pursuant to this Rights
Agreement, (ii) the term "Company" shall thereafter be deemed to refer to
such issuer, (iii) each such issuer shall take such steps in connection
with such consummation as may be necessary to assure that the provisions
hereof (including the provisions of Sections 11(a) and 11(c)) shall
thereafter be applicable, as nearly as reasonably may be, in relation to
its Common Shares thereafter deliverable upon the exercise of the Rights,
and (iv) the number of Common Shares of each such issuer thereafter
receivable upon exercise of any Right shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable
to the provisions of Sections 11 and 12 and the provisions of Section 7, 9
and 10 with respect to the Preferred Shares shall apply, as nearly as
reasonably may be, on like terms to any such Common Shares.

          SECTION 12. Certain Adjustments. (a) To preserve the actual or
potential economic value of the Rights, if at any time after the date of
this Rights Agreement there shall be any change in the Common Shares or the
Preferred Shares, whether by reason of stock dividends, stock splits,
recapitalizations, mergers, consolidations, combinations or exchanges of
securities, split-ups, split-offs, spin-offs, liquidations, other similar
changes in capitalization, any distribution or issuance of cash, assets,
evidences of indebtedness or subscription rights, options or warrants to
holders of Common Shares or Preferred Shares, as the case may be (other
than distribution of the Rights or regular quarterly cash dividends) or
otherwise, then, in each such event the Board of Directors of the Company
shall make such appropriate adjustments in the number of Preferred Shares
(or the number and kind of other securities) issuable upon exercise of each
Right, the Purchase Price and Redemption Price in effect at such time and
the number of Rights outstanding at such time (including the number of
Rights or fractional Rights associated with each Common Share) such that
following such adjustment such event shall not have had the effect of
reducing or limiting





the benefits the holders of the Rights would have had absent such event.

          (b) If, as a result of an adjustment made pursuant to Section
12(a), the holder of any Right thereafter exercised shall become entitled
to receive any securities other than Preferred Shares, thereafter the
number of such securities so receivable upon exercise of any Right shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions of Sections 11 and 12 and the
provisions of Sections 7, 9 and 10 with respect to the Preferred Shares
shall apply, as nearly as reasonably may be, on like terms to any such
other securities.

          (c) All Rights originally issued by the Company subsequent to any
adjustment made to the amount of Preferred Shares or other securities
relating to a Right shall evidence the right to purchase, for the Purchase
Price, the adjusted number and kind of securities purchasable from time to
time hereunder upon exercise of the Rights, all subject to further
adjustment as provided herein.

          (d) Irrespective of any adjustment or change in the Purchase
Price or the number of Preferred Shares or number or kind of other
securities issuable upon the exercise of the Rights, the Right Certificates
theretofore and thereafter issued may continue to express the terms that
expressed in the initial Right Certificates issued were hereunder.

          (e) In any case in which action taken pursuant to Section 12(a)
requires that an adjustment be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of
such event the issuing to the holder of any Right exercised after such
record date the Preferred Shares and/or other securities, if any, issuable
upon such exercise over and above the Preferred Shares and/or other
securities, if any, issuable before giving effect 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 securities upon the occurrence of the event requiring such
adjustment.

          SECTION 13. Certificate of Adjustment. Whenever an adjustment is
made as provided in Section 11 or 12, the Company shall (a) promptly
prepare a certificate setting forth such adjustment and a brief statement
of the facts accounting for such adjustment, (b) promptly file with the





Rights Agent and with each transfer agent for the Preferred Shares a copy
of such certificate and (c) mail a brief summary thereof to each holder of
a Right Certificate (or, prior to the Distribution Date, of the Common
Shares) in accordance with Section 25. The Rights Agent shall be fully
protected in relying on any such certificate and on any adjustment therein
contained.

          SECTION 14. Additional Covenants. (a) Notwithstanding any other
provision of this Rights Agreement, no adjustment to the number of
Preferred Shares (or fractions of a share) or other securities for which a
Right is exercisable or the number of Rights outstanding or associated
with each Common Share or any similar or other adjustment shall be made or
be effective if such adjustment would have the effect of reducing or
limiting the benefits the holders of the Rights would have had absent such
adjustment, including, without limitation, the benefits under Sections 11
and 12, unless the terms of this Rights Agreement are amended so as to
preserve such benefits.

          (b) The Company covenants and agrees that, after the Distribution
Date, except as permitted by Section 26, it will not take (or permit any
Subsidiary of the Company to take) any action if at the time such action is
taken it is intended or reasonably foreseeable that such action will reduce
or otherwise limit the benefits the holders of the Rights would have had
absent such action, including, without limitation, the benefits under
Sections 11 and 12. Any action taken by the Company during any period after
any Person becomes an Acquiring Person but prior to the Distribution Date
shall be null and void unless such action could be taken under this Section
14(b) from and after the Distribution Date. The Company shall not
consummate any Business Combination if any issuer of Common Shares for
which Rights may be exercised after such Business Combination in accordance
with Section 11(c) shall have taken or contemplated taking any action that
reduces or otherwise limits the benefits the holders of the Rights would
have had absent such action, including, without limitation, the benefits
under Sections 11 and 12.

          SECTION 15. Fractional Rights and Fractional Shares. (a) The
Company may, but shall not be required to, issue fractions of Rights or
distribute Right Certificates which evidence fractional Rights. In lieu of
such fractional Rights, the Company may pay to the registered holders of
the Right Certificates with regard to which such fractional Rights would
otherwise be issuable an amount in cash equal to the same fraction of the
current market value





of a whole Right. For purposes of this Section 15(a), the current market
value of a whole Right shall be the closing price of the Rights (as
determined pursuant to the second and third sentences of the definition of
Market Value contained in Section 1) for the Trading Day immediately prior
to the date on which such fractional Rights would have been otherwise
issuable.

          (b) The Company may, but shall not be required to, issue
fractions of Preferred Shares upon exercise of the Rights or distribute
certificates which evidence fractional Preferred Shares. In lieu of
fractional Preferred Shares, the Company may elect to (i) utilize a
depository arrangement as provided by the terms of the Preferred Shares or
(ii) in the case of a fraction of a Preferred Share (other than one
one-hundredth (1/100th) of a Preferred Share or any integral multiple
thereof), pay to the registered holders of Right 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 Preferred Share, if any
are outstanding and publicly traded (or the Formula Number times the
current market value of one Common Share if the Preferred Shares are not
outstanding and publicly traded). For purposes of this Section 15(b), the
current market value of a Preferred Share (or Common Share) shall be the
closing price of a Preferred Share (or Common Share) (as determined
pursuant to the second and third sentences of the definition of Market
Value contained in Section 1) for the Trading Day immediately prior to the
date of such exercise. If, as a result of an adjustment made pursuant to
Section 12(a), the holder of any Right thereafter exercised shall become
entitled to receive any securities other than Preferred Shares, the
provisions of this Section 15(b) shall apply, as nearly as reasonably may
be, on like terms to such other securities.

          (c) The Company may, but shall not be required to, issue
fractions of Common Shares upon exchange of Rights pursuant to Section
11(b), or to distribute certificates that evidence fractional Common
Shares. In lieu of such fractional Common Shares, the Company may pay to
the registered holders of the Right Certificates with regard to that such
fractional Common Shares would otherwise be issuable an amount in cash
equal to the same fraction of the current Market Value of one Common Share
as of the date on which a Person became an Acquiring Person.

          (d) Any holder of Rights 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 provided
in this Section 15.

          SECTION 16. Rights of Action. (a) All rights of action in respect
of this Rights Agreement are vested in the respective registered holders of
the Right Certificates (and, prior to the Distribution Date, the registered
holders of the Common Shares); and any registered holder of any Right
Certificate (or, prior to the Distribution Date, of the Common Shares),
without the consent of the Rights Agent or of the holder of any other Right
Certificate (or, prior to the Distribution Date, of the Common Shares) may,
in his own behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company to enforce, or
otherwise act in respect of, his right to exercise the Rights evidenced by
such Right Certificate in the manner provided in such Right Certificate and
in this Rights 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 Rights Agreement and shall be entitled to specific
performance of the obligations of any Person under, and injunctive relief
against actual or threatened violations of the obligations of any Person
subject to, this Rights Agreement.

          (b) Any holder of Rights who prevails in an action to enforce the
provisions of this Rights Agreement shall be entitled to recover the
reasonable costs and expenses, including attorneys' fees, incurred in such
action.

          SECTION 17. Transfer and Ownership of Rights and Right
Certificates. (a) Prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of the Common Shares and
the Right associated with each Common Share shall be automatically
transferred upon the transfer of each Common Share.

          (b) After the Distribution Date, the Right Certificates will be
transferable, subject to Section 7(e), only on the registry books of the
Rights Agent if surrendered at the principal office of the Rights Agent,
duly endorsed or accompanied by a proper instrument of transfer.

          (c) The Company and the Rights Agent may deem and treat the
Person in whose name a Right Certificate (or, prior to the Distribution
Date, the associated Common Shares certificate) is registered as the
absolute owner thereof and





of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificates or the associated
certificate for Common Shares made by anyone other than the Company or the
Rights Agent) for all purposes whatsoever, and neither the Company nor the
Rights Agent shall be affected by any notice to the contrary.

          SECTION 18. Right Certificate Holder Not Deemed a Stockholder. No
holder, as such, of any Right Certificate shall be entitled to vote or
receive dividends or be deemed, for any purpose, the holder of the
Preferred Shares or of 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 Right Certificate be construed
to confer upon the holder of any Right Certificate, as such, any of the
rights of a stockholder of the Company, including, without limitation, any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions
affecting stockholders, or to receive dividends or other distributions or
subscription rights, or otherwise, until the Right or Rights evidenced by
such Right Certificate shall have been exercised in accordance with the
provisions hereof.

          SECTION 19. 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 counsel fees and expenses and other disbursements
incurred in the administration and execution of this Rights Agreement and
the exercise and performance of its duties hereunder, including any taxes
or governmental charges imposed as a result of the action taken by it
hereunder (other than any taxes on the fees payable to it).

          (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 Rights Agreement in reliance
upon any Right Certificate or certificate for the Common Shares or for
other securities of the Company, instrument of assignment or transfer,
power of attorney, endorsement, affidavit, letter, notice, opinion,
instruction, 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 20. Merger or Consolidation or Change of Rights Agent.
(a) Any corporation into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Rights
Agent or any successor Rights Agent shall be a party, or any corporation
succeeding to the stock transfer or corporate trust business of the Rights
Agent or any successor Rights Agent, shall be the successor to the Rights
Agent under this Rights Agreement without the execution or filing of any
paper or any further act on the part of any of the parties hereto;
provided, however, that such corporation would be eligible for appointment
as a successor Rights Agent under the provisions of Section 22. In case, at
the time such successor Rights Agent shall succeed to the agency created by
this Rights Agreement, any of the Right Certificates shall have been
countersigned but not delivered, any such successor Rights Agent may adopt
the countersignature of the predecessor Rights Agent and deliver such Right
Certificates so countersigned; and, in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent
may countersign such Right Certificates either in the name of the
predecessor Rights Agent or in the name of the successor Rights Agent; and
in all such cases such Right Certificates shall have the full force
provided in the Right Certificates and in this Rights Agreement.

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

          SECTION 21. Duties of Rights Agent. The Rights Agent undertakes
the duties and obligations imposed by this Rights Agreement upon the
following terms and conditions, by all of which the Company and the holders
of Right Certificates (or, prior to the Distribution Date, of the Common
Shares), by their acceptance thereof, shall be bound:

          (a) The Rights Agent may consult with legal counsel satisfactory
to it (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, suffered or omitted by it in good faith and in
accordance with such opinion.

          (b) Whenever in the performance of its duties under this Rights
Agreement the Rights Agent shall deem it necessary or desirable that any
fact or matter (including, without limitation, the identity of any
Acquiring Person) be proved or established by the Company prior to taking,
refraining from taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
certificate signed by any one of the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, a Vice President (whether preceded by any additional
title), the Treasurer or the Secretary of the Company and delivered to the
Rights Agent or by the directors of the Company whose vote would be
sufficient to redeem the Rights under Section 24. 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 Rights Agreement in reliance
upon such certificate. In the event any such certificate signed by such
directors is inconsistent with any other such certificate, the certificate
signed by such directors shall control.

          (c) The Rights Agent shall be liable hereunder only for its own
negligence, bad faith or wilful 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 Rights Agreement or
in the Right Certificates (except as to its countersignature thereof) or
be required to verify the same, but all such statements and recitals are
and shall be deemed to have been made by the Company only.

          (e) The Rights Agent shall not be under any responsibility in
respect of the validity of this Rights Agreement or the execution and
delivery hereof (except the due execution hereof by the Rights Agent) or in
respect of the validity or execution of any Right Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by
the Company of any covenant or condition contained in this Rights Agreement
or in any Right Certificate; nor shall it be responsible for any adjustment
required under the provisions of Section 11 or 12 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 Right 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
Preferred Shares or Common Shares to be issued pursuant to this Rights
Agreement or any Right Certificate or as to whether any Preferred Shares or
Common Shares 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 per
forming by the Rights Agent of the provisions of this Rights Agreement.

          (g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from
any one of the Chairman of the Board, the Chief Executive Officer, the
President, a Vice President (whether preceded by any additional title), the
Secretary or the Treasurer of the Company or from the directors of the
Company whose vote would be sufficient to redeem the Rights under Section
24, and to apply to such officers or directors for advice and 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 officers or directors or for any delay in acting
while waiting for those instructions. Any application by the Rights Agent
for written instructions from the Company may, at the option of the Rights
Agent, set forth in writing any action proposed to be taken or omitted by
the Rights Agent under this Agreement and the date on and/or after which
such action shall be taken or such omission shall be effective. The Rights
Agent shall not be liable for any action taken by, or omission of, the
Rights Agent in accordance with a proposal included in such application on
or after the date specified in such application (which date shall not be
less than three Business Days after the date any officer of the Company
actually receives such application, unless any such officer shall have
consented in writing to any earlier date) unless, prior to taking any such
action (or the effective date in the case of an omission), the Rights Agent
shall have received written instructions in response to such application
specifying the action to be taken or omitted.





          (h) The Rights Agent and any stockholder, director, officer,
employee or affiliate 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 the Rights Agent under this Rights 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 reasonable care was
exercised in the selection and continued employment thereof.

          (j) The Company agrees to indemnify and to hold the Rights Agent
harmless against any loss, liability, damage or expense (including
reasonable fees and expenses of legal counsel) which the Rights Agent may
incur in connection with this Rights Agreement; provided, however, that the
Rights Agent shall not be indemnified or held harmless with respect to any
such loss, liability, damage or expense incurred by the Rights Agent as a
result of, or arising out of, its own negligence, bad faith or wilful
misconduct. If any action, proceeding (including, but not limited to, any
governmental investigation), claim or dispute (collectively, a
"Proceeding") in respect of which indemnity may be sought is brought or
asserted against the Rights Agent, the Rights Agent shall promptly (and in
no event more than ten (10) days after receipt of written notice of such
Proceeding) notify the Company of such Proceeding. The failure of the
Rights Agent to so notify the Company shall not impair the Rights Agent's
ability to seek indemnification from the Company (but only for costs,
expenses and liabilities incurred after such notice) unless such failure
adversely affects the Company's ability to adequately oppose or defend such
Proceeding. Upon receipt of such notice from the Rights Agent, the Company
shall be entitled to participate in such Proceeding and, to the extent that
it shall so desire and provided no conflict of interest exists as specified
in (b) below or there are no other defenses available to the Rights Agent
as specified in (d) below, to assume the defense thereof with counsel
reasonably satisfactory to the Rights Agent (in which case





all attorney's fees and expenses shall be borne by the Company and the
Company shall in good faith defend the Rights Agent). The Rights Agent
shall have the right to employ separate counsel in any such Proceeding and
to participate in the defense thereof, but the fees and expenses of such
counsel shall be borne by the Rights Agent unless (a) the Company agrees in
writing to pay such fees and expenses, (b) the Rights Agent shall have
reasonably and in good faith concluded that there is a conflict of interest
between the Company and the Rights Agent in the conduct of the defense of
such action, (c) the Company fails, within ten (10) days prior to the date
the first response or appearance is required to be made in such Proceeding,
to assume the defense of such Proceeding with counsel reasonably
satisfactory to the Rights Agent or (d) there are legal defenses available
to the Rights Agent that are different from or are in addition to those
available to the Company. No compromise or settlement of such Proceeding
may be effected by either party without the other party's consent unless
(i) there is no finding or admission of any violation of law and no effect
on any other claims that may be made against such other party and (ii) the
sole relief provided is monetary damages that are paid in full by the party
seeking the settlement. Neither party shall have any liability with respect
to any compromise or settlement effected without its consent, which consent
shall not be unreasonably withheld. The Company shall have no obligation to
indemnify and hold harmless the Rights Agent from any loss, expense or
liability incurred by the Rights Agent as a result of a default judgment
entered against the Rights Agent unless such judgment was entered after the
Company agreed, in writing, to assume the defense of such Proceeding.

          The provisions of this Section 21(j) shall survive expiration of
the Rights and the termination of this Agreement.

          (k) The Rights Agent shall be under no obligation to institute
any action, suit or legal proceeding or to take any other action likely to
involve expense unless the Company or one or more registered holders of
Right Certificates shall furnish the Rights Agent with security and
indemnity to its satisfaction for any costs and expenses which may be
incurred.

          (l) The Rights Agent shall not be liable for failure to perform
any duties except as specifically set forth herein and no implied covenants
or obligations shall be read into this Agreement against the Rights Agent,
whose





duties and obligations are ministerial and shall be determined solely by
the express provisions hereof.

          SECTION 22. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under
this Rights Agreement upon 30 days' notice in writing mailed to the Company
and to each transfer agent of the Common Shares and the Preferred Shares by
registered or certified mail. The Company may remove the Rights Agent or
any successor Rights Agent upon 30 days' notice in writing, mailed to the
Rights Agent or successor Rights Agent, as the case may be, and to each
transfer agent of the Common Shares and the Preferred Shares by registered
or certified mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor
to the Rights Agent. If the Company shall fail to make such appointment
within a period of 30 days after giving notice of such removal or after it
has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a Right
Certificate (or, prior to the Distribution Date, of the Common Shares) (who
shall, with such notice, submit his Right Certificate or, prior to the
Distribution Date, the certificate representing his Common Shares, for
inspection by the Company), then the Rights Agent or the registered holder
of any Right Certificate (or, prior to the Distribution Date, of the Common
Shares) 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 corporation
organized and doing business under the laws of the United States or of the
State of New York (or of any other state of the United States so long as
such corporation is authorized to conduct a stock transfer or corporate
trust business in the State of New York), in good standing, having a
principal office in the State of New York, which is authorized under such
laws to exercise stock transfer or corporate trust powers and is subject to
supervision or examination by Federal or state authority and which has at
the time of its appointment as Rights Agent a combined capital and surplus
of at least $50,000,000; provided that the principal transfer agent for the
Common Shares shall in any event be qualified to be the Rights Agent. 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 Shares
and the Preferred Shares, and mail a notice thereof in writing to the
registered holders of the Right Certificates (or, prior to the Distribution
Date, of the Common Shares). Failure to give any notice provided for in
this Section 22, 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 23. Issuance of Additional Rights and Right Certificates.
Notwithstanding any of the provisions of this Rights Agreement or of the
Rights to the contrary, the Company may, at its option, issue new Right
Certificates evidencing Rights in such form as may be approved by its Board
of Directors to reflect any adjustment or change made in accordance with
the provisions of this Rights Agreement. In addition, in connection with
the issuance or sale of Common Shares following the Distribution Date and
prior to the earlier of the Redemption Date and the Expiration Date, the
Company (a) shall, with respect to Common Shares so issued or sold pursuant
to the exercise of stock options or under any employee plan or arrangement,
or upon the exer cise, conversion or exchange of securities, notes or
debentures issued by the Company, and (b) may, in any other case, if deemed
necessary or appropriate by the Board of Directors of the Company, issue
Right Certificates representing the appropriate number of Rights in
connection with such issuance or sale; provided, however, that (i) no such
Right Certificate shall be issued if, and to the extent that, the Company
shall be advised by counsel that such issuance would create a significant
risk of material adverse tax consequences to the Company or the Person to
whom such Right Certificate would be issued, (ii) no such Right Certificate
shall be issued if, and to the extent that, appropriate adjustment shall
otherwise have been made in lieu of the issuance thereof and (iii) no such
Right Certificate shall be issued to an Acquiring Person or an Affiliate or
Associate of an Acquiring Person.

          SECTION 24. Redemption and Termination. (a) The Board of
Directors of the Company may, at its option, at any time prior to the
earlier of (i) such time as a Person becomes an Acquiring Person and (ii)
the Expiration Date, order the redemption of all, but not fewer than all,
the then outstanding Rights at the Redemption Price (the date of such
redemption being the "Redemption Date"), and the





Company, at its option, may pay the Redemption Price either in cash or
Common Shares or other securities of the Company deemed by the Board of
Directors of the Company, in the exercise of its sole discretion, to be at
least equivalent in value to the Redemption Price.

          (b) Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights, and without any further
action and without any notice, the right to exercise the Rights will
terminate and the only right thereafter of the holders of Rights shall be
to receive the Redemption Price. Within 10 Business Days after the action
of the Board of Directors of the Company ordering the redemption of the
Rights, the Company shall give notice of such redemption to the holders of
the then outstanding Rights by mailing such notice to all such holders at
their last addresses as they appear upon the registry books of the Rights
Agent or, prior to the Distribution Date, on the registry books of the
transfer agent for the Common Shares. Each such notice of redemption will
state the method by which payment of the Redemption Price will be made. The
notice, if mailed in the manner herein provided, shall be conclusively
presumed to have been duly given, whether or not the holder of Rights
receives such notice. In any case, failure to give such notice by mail, or
any defect in the notice, to any particular holder of Rights shall not
affect the sufficiency of the notice to other holders of Rights.

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

          Homestake Mining Company
          650 California Street
          San Francisco, CA 94108-2788

          Attn:  General Counsel

Subject to the provisions of Section 22, any notice or demand authorized by
this Rights Agreement to be given or made by the Company or by the holder
of a Right Certificate (or, prior to the Distribution Date, of the Common
Shares) to or on the Rights Agent shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed





(until another address is filed in writing with the Company) as follows:


          BankBoston N.A.
          450 Tasso Street
          Suite 250
          Palo Alto, CA 94301

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

          SECTION 26. Supplements and Amendments. At any time prior to the
Distribution Date and subject to the last sentence of this Section 26, the
Company may, and the Rights Agent shall if the Company so directs,
supplement or amend any provision of this Rights Agreement (including,
without limitation, the date on which the Distribution Date shall occur,
the definition of "Acquiring Person", the time during which the Rights may
be redeemed pursuant to Section 24 or any provision of the Certificate of
Designation) without the approval of any holder of the Rights. From and
after the Distribution Date and subject to applicable law, the Company may,
and the Rights Agent shall if the Company so directs, amend this Rights
Agreement without the approval of any holders of Right Certificates (i) to
cure any ambiguity or to correct or supplement any provision contained
herein which may be defective or inconsistent with any other provision of
this Rights Agreement or (ii) to make any other provisions in regard to
matters or questions arising hereunder which the Company may deem necessary
or desirable and which shall not adversely affect the interests of the
holders of Right Certificates (other than an Acquiring Person or an
Affiliate or Associate of an Acquiring Person). Any supplement or amendment
adopted during any period after any Person has become an Acquiring Person
but prior to the Distribution Date shall be null and void unless such
supplement or amendment could have been adopted under the prior sentence
from and after the Distribution Date. Any supplement or amendment to this
Rights Agreement duly approved by the Company that does not amend Sections
19, 20, 21 or 22 in a manner adverse to the Rights Agent shall become
effective immediately upon execution by the Company,





whether or not also executed by the Rights Agent. The Rights Agent shall
receive prompt written notice from the Company of any amendment hereunder.
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, the Rights Agent shall execute
such supplement or amendment. Notwithstanding any other provision hereof,
the Rights Agent's consent must be obtained regarding any amendment or
supplement pursuant to this Section 26 which alters the Rights Agent's
rights or duties.

          SECTION 27. Successors. All the covenants and provisions of this
Rights Agreement by or for the benefit of the Company or the Rights Agent
shall bind and inure to the benefit of their respective successors and
assigns hereunder.

          SECTION 28. Benefits of Rights Agreement; Determinations and
Actions by the Board of Directors, etc. (a) Nothing in this Rights
Agreement shall be construed to give to any Person other than the Company,
the Rights Agent and the registered holders of the Right Certificates (and,
prior to the Distribution Date, of the Common Shares) any legal or
equitable right, remedy or claim under this Rights Agreement; but this
Rights Agreement shall be for the sole and exclusive benefit of the
Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, of the Common Shares).

          (b) Except as explicitly otherwise provided in this Rights
Agreement, the Board of Directors of the Company shall have the exclusive
power and authority to administer this Rights Agreement and to exercise all
rights and powers specifically granted to the Board of Directors of the
Company or to the Company, or as may be necessary or advisable in the
administration of this Rights Agreement, including, without limitation, the
right and power to (i) interpret the provisions of this Rights Agreement
and (ii) make all determinations deemed necessary or advisable for the
administration of this Rights Agreement (including, without limitation, a
determination to redeem or not redeem the Rights or to amend this Rights
Agreement and whether there is an Acquiring Person).





          (c) Nothing contained in this Rights Agreement shall be deemed to
be in derogation of the obligation of the Board of Directors of the Company
to exercise its fiduciary duty. Without limiting the foregoing, nothing
contained herein shall be construed to suggest or imply that the Board of
Directors shall not be entitled to reject any tender offer, or to recommend
that holders of Common Shares reject any tender offer or other acquisition
proposal, or to take any other action (including, without limitation, the
commencement, prosecution, defense or settlement of any litigation and the
submission of additional or alternative offers or other proposals) with
respect to any tender offer or other acquisition proposal that the Board of
Directors believes is necessary or appropriate in the exercise of such
fiduciary duty.

          SECTION 29. Severability. If any term, provision, covenant or
restriction of this Rights 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
Rights Agreement shall remain in full force and effect and shall in no way
be affected, impaired or invalidated.

          SECTION 30. GOVERNING LAW. THIS RIGHTS AGREEMENT AND EACH RIGHT
CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER
THE LAW OF THE STATE OF DELAWARE AND FOR ALL PURPOSES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF SUCH STATE APPLICABLE TO
CONTRACTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE, PROVIDED,
HOWEVER, THAT THE RIGHTS AND OBLIGATIONS OF THE RIGHTS AGENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

          SECTION 31. Counterparts; Effectiveness. This Rights 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.
This Rights Agreement shall be effective as of the Close of Business on the
date hereof.

          SECTION 32. Descriptive Headings. Descriptive headings of the
several Sections of this Rights Agreement are inserted for convenience only
and shall not control or affect the meaning or construction of any of the
provisions of this Rights Agreement.

          SECTION 1.02 Amendment to Exhibit B. Exhibit B to the Rights
Agreement is hereby amended, effective as of





the date of this Agreement, by deleting it in its entirety and by replacing
it with Exhibit B attached hereto.

          SECTION 1.03 Amendment to Exhibit C. Exhibit C to the Rights
Agreement is hereby deleted in its entirety.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed as of the day and year first above written.


                              HOMESTAKE MINING COMPANY,

                              by /S/ WAYNE KIRK
                                 ---------------------------------
                                 Name:  Wayne Kirk
                                 Title: Vice President,
                                        Corporate Secretary
                                        and General Counsel



                              BANKBOSTON N.A.,
                              as Rights Agent,

                                by /S/ GEOFFREY D. ANDERSON
                                   ---------------------------------
                                   Name: Geoffrey D. Anderson
                                   Title: Director





                                                                  EXHIBIT B




                        [Form of Right Certificate]


Certificate No. [R]-
                ___________ Rights


          NOT EXERCISABLE AFTER OCTOBER 15, 2007, 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. RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING
          PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS
          SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND BY ANY
          SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND
          NONTRANSFERABLE.


                             Right Certificate

                          HOMESTAKE MINING COMPANY


          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 October 16, 1987 (as
amended, the "Rights Agreement"), between Homestake Mining Company, a
Delaware corporation (the "Company"), and BankBoston N.A., a national
banking association, as successor to Bank of America National Trust and
Savings Association, a national banking corporation, as Rights Agent (the
"Rights Agent"), unless the Rights evidenced hereby shall have been
previously redeemed by the Company, to purchase from the Company at any
time after the Distribution Date (as defined in the Rights Agreement) and
prior to 5:00 p.m., New York City time, on October 15, 2007 (the
"Expiration Date"), at the principal office of the Rights Agent, or its
successors as Rights Agent, one one-hundredth (1/100th) of a fully paid,
nonassessable share of Series A Participating Cumulative Preferred Stock,
par value $1 per share, of the Company (the "Preferred Shares"), at a
purchase price per one one-hundredth (1/100th) of a share equal to $75 (the
"Purchase Price") payable in cash, upon presentation and surrender of this
Right Certificate with the Form of Election to Purchase duly executed.





          The Purchase Price and the number and kind of shares which may be
purchased upon exercise of each Right





evidenced by this Right Certificate, as set forth above, are the Purchase
Price and the number and kind of shares which may be so purchased as of [].
As provided in the Rights Agreement, the Purchase Price and the number and
kind of shares which may be purchased upon the exercise of each Right
evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events.

          If the Rights evidenced by this Right Certificate are at any time
beneficially owned by an Acquiring Person or an Affiliate or Associate of
an Acquiring Person (as such terms are defined in the Rights Agreement),
such Rights shall be null and void and nontransferable and the holder of
any such Right (including any purported transferee or subsequent holder)
shall not have any right to exercise or transfer any such Right.

          This Right Certificate is subject to all 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 reference to the Rights Agreement is hereby made for a
full description of the rights, limitations of rights, obligations, duties
and immunities hereunder of the Rights Agent, the Company and the holders
of the Right Certificates. Copies of the Rights Agreement are on file at
the above-mentioned office of the Rights Agent and are also available from
the Company upon written request.

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

          Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Right Certificate may be redeemed by the Company at its
option at a redemption price (in cash or shares of Common Stock or other
securities of the Company deemed by the Board of Directors to be at least
equivalent in value) of $.01 per Right (which amount shall be subject to
adjustment as provided in the Rights Agree ment) at any time prior to the
earlier of (i) such time as a





Person becomes an Acquiring Person and (ii) the Expiration Date. 

          The Company may, but shall not be required to, issue fractions of
Preferred Shares or distribute certificates which evidence fractions of
Preferred Shares upon the exercise of any Right or Rights evidenced hereby.
In lieu of issuing fractional shares, the Company may elect to make a cash
payment as provided in the Rights Agreement for fractions of a share other
than one one-hundredth (1/100th) of a share or any integral multiple
thereof or to issue certificates or utilize a depository arrangement as
provided in the terms of the Rights Agreement and the Preferred Shares.

          No holder of this Right Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the Preferred
Shares or of any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such,
any of the rights of a stockholder of the Company, including, without
limitation, any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings
or other actions affecting stockholders (except as provided in the Rights
Agreement), or to receive dividends or other distributions or subscription
rights, or otherwise, until the Right or Rights evidenced by this Right
Certificate shall have been exercised as provided in accordance with the
provisions of the Rights Agreement.

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


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


Dated as of:

                              HOMESTAKE MINING COMPANY,

                                by
                                  ---------------------------------
                                  Name:
                                  Title:





Attest:


- -------------------------
Name:
Title:


Date of countersignature:

Countersigned:

BANKBOSTON N.A.,
as Rights Agent,

  by
    ---------------------
     Authorized Signatory





                   [On Reverse Side of Right Certificate]


                        FORM OF ELECTION TO PURCHASE

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


To the Rights Agent:

          The undersigned hereby irrevocably elects to exercise .........
Rights represented by this Right Certificate to purchase the Preferred
Shares (or other shares) issuable upon the exercise of such Rights and
requests that certificates for such shares be issued in the name of:


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 Right  Certificate,  a new Right Certificate for the balance remaining
of such Rights shall be  registered in the name of and delivered to:

Please insert social security
or other identifying number


- --------------------------------------------------------------------------
                      (Please print name and address)

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

Dated:             , 19


                                        ----------------------------------
                                        Signature


Signature Guaranteed:





                             FORM OF ASSIGNMENT

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

          FOR VALUE RECEIVED                                 hereby sells,
assigns and transfers unto
                           -----------------------------------------------
- --------------------------------------------------------------------------
               (Please print name and address of transferee)

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

Dated:  ............, 19..


                                        ----------------------------------
                                        Signature

Signature Guaranteed:


          The undersigned hereby certifies that (1) the Rights evidenced by
this Right Certificate are not being sold, assigned or transferred by or on
behalf of a Person who is or was an Acquiring Person or an Affiliate or
Associate thereof (as such terms are defined in the Rights Agreement), (2)
this Rights Certificate is not being sold, assigned or transferred to or on
behalf of any such Acquiring Person, Affiliate or Associate and (3) after
inquiry and to the best knowledge of the undersigned, the undersigned did
not acquire the Rights evidenced by this Right Certificate from any Person
who is or was an Acquiring Person or an Affiliate or Associate thereof (as
such terms are defined in the Rights Agreement).


                                        ----------------------------------
                                        Signature





                                   NOTICE

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