8-A12B

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-A

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


                            BURLINGTON RESOURCES INC.
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             (Exact name of registrant as specified in its charter)

               Delaware                                91-1413284
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(State of incorporation or organization)   (I.R.S. Employer Identification No.)

5051 Westheimer, Suite 1400
Houston, Texas                                            77056
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(Address of principal executive offices)                (Zip Code)

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

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

         Preferred Stock                 New York Stock Exchange, Inc.
         Purchase Rights

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

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

     Securities Act registration statement file number to which this form
relates:

                  N/A         (if applicable)

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

                                      None
- -------------------------------------------------------------------------------
                                (Title of class)





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

     On December 9, 1998, the Board of Directors of Burlington Resources Inc.
(the "Company") authorized and declared a dividend distribution of one preferred
stock purchase right (a "Right") for each Common Share, $.01 par value, of the
Company (the "Common Stock") outstanding as of the close of business on December
16, 1998 (the "Record Date"). Except as set forth below, each Right, when it
becomes exercisable, entitles the registered holder to purchase from the Company
one one-hundredth of a share of Series A Junior Participating Preferred Stock,
par value $.01 per share (the "Preferred Stock"), at a price of $200.00 per one
one-hundredth of a share of Preferred Stock (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a
Shareholder Rights Agreement, dated as of December 16, 1998 (the "Shareholder
Rights Agreement"), between the Company and BankBoston, N.A. (the "Rights
Agent").

Distribution Date; Transfer of Rights

     The Rights are attached to all certificates representing outstanding shares
of Common Stock, and no separate Right Certificates (as hereinafter defined)
have been distributed. The Rights will separate from the shares of Common Stock
on the earliest to occur of (i) the first date of public announcement that a
person or "group" has acquired beneficial ownership of securities having 15% or
more of the voting power of all outstanding voting securities of the Company (as
hereinafter defined); or (ii) ten (10) business days (or such later date as the
Board of Directors of the Company may determine) following the commencement of,
or announcement of an intention to commence, a tender offer or exchange offer
the consummation of which would result in a person or group becoming an
Acquiring Person (the earliest of such dates being called the "Distribution
Date"). A person or group whose acquisition of voting securities causes a
Distribution Date pursuant to clause (i) above is an "Acquiring Person". The
first date of public announcement that a person or group has become an Acquiring
Person is the "Stock Acquisition Date".

     The Rights Agreement provides that until the Distribution Date the Rights
will be transferred with and only with the shares of Common Stock. From as soon
as practicable after the Record Date and until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Stock certificates issued
upon transfer or new issuance of shares of Common Stock will contain a notation
incorporating the Shareholder Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for shares of Common Stock
outstanding as of the Record Date, even without such notation, will also
constitute the transfer of the Rights associated with the shares of Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the shares of Common Stock
as of the close of business on the Distribution Date (and to each initial record
holder 



                                       2


of certain shares of Common Stock issued after the Distribution Date), and such
separate Right Certificates alone will evidence the Rights.

     The Rights are not exercisable until the Distribution Date and will expire
at 5:00 P.M., New York, New York time, on December 16, 2008, unless earlier
redeemed by the Company as described below.

Exercise of Rights for Common Stock of the Company

     In the event that any person becomes an Acquiring Person, each holder of a
Right will have (subject to the terms of the Shareholder Rights Agreement) the
right (the "Flip-In Right") to receive upon exercise the number of shares of
Common Stock, or, in the discretion of the Board of Directors of the Company,
the number of one one-hundredths of a share of Preferred Stock (or, in certain
circumstances, other securities of the Company) having a value (immediately
prior to such triggering event) equal to two times the Purchase Price.
Notwithstanding the foregoing, following the occurrence of the event described
above, all Rights that are, or (under certain circumstances specified in the
Shareholder Rights Agreement) were, beneficially owned by any Acquiring Person
or any affiliate or associate thereof will be null and void.

Exercise of Rights for Shares of the Acquiring Company

     In the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction in
which the holders of all of the outstanding shares of Common Stock immediately
prior to the consummation of the transaction are not the holders of all of the
surviving corporation's voting power, or (ii) more than 50% of the Company's
assets or earning power is sold or transferred, in either case with or to an
Acquiring Person, or, if in such transaction all holders of shares of Common
Stock are not offered the same consideration, any other person, then each holder
of a Right (except Rights which previously have been voided as set forth above)
shall thereafter have the right (the "Flip-Over Right") to receive, upon
exercise, shares of common stock of the acquiring company having a value equal
to two times the Purchase Price. The holder of a Right will continue to have the
Flip-Over Right whether or not such holder exercises or surrenders the Flip-In
Right.

Adjustments to Purchase Price

     The Purchase Price payable, and the number of one-hundredths of a share of
Preferred Stock or other securities issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
shares of Preferred Stock, (ii) upon the grant to holders of the shares of
Preferred Stock of certain rights or warrants to subscribe for or purchase
shares of Preferred Stock at a price, or securities convertible into shares of


                                       3


Preferred Stock with a conversion price, less than the then current market price
of the shares of Preferred Stock or (iii) upon the distribution to holders of
the shares of Preferred Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of rights or warrants (other than those
referred to above).

     The Purchase Price payable, and the number of one-hundredths of a share of
Preferred Stock or other securities issuable, upon exercise of the Rights are
also subject to adjustment in the event of a stock split of the shares of Common
Stock, or a stock dividend on the shares of Common Stock payable in shares of
Common Stock, or subdivisions, consolidations or combinations of the shares of
Common Stock occurring, in any such case, prior to the Distribution Date.

     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional one-hundredths of a share of Preferred Stock
will be issued, and in lieu thereof, an adjustment in cash will be made based on
the market price of the shares of Preferred Stock on the last trading day prior
to the date of exercise.

Redemption and Exchange of Rights

     At any time prior to the earlier to occur of (i) a person becoming an
Acquiring Person or (ii) the expiration of the Rights, the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"), which redemption shall be effective upon the action of the
Board of Directors of the Company. Additionally, the Company may redeem the then
outstanding Rights in whole, but not in part, at the Redemption Price after the
triggering of the Flip-In Right and before the expiration of any period during
which the Flip-In Right may be exercised (i) in connection with a merger or
other business combination transaction or series of transactions involving the
Company in which all holders of shares of Common Stock are offered the same
consideration but not involving an Acquiring Person, (ii) following an event
giving rise to, and the expiration of the exercise period for, the Right if and
for as long as no person beneficially owns securities representing 15% or more
of the voting power of the Company's voting securities or (iii) if the Acquiring
Person reduces his ownership below 5% in transactions not involving the Company.
The redemption of Rights described in the preceding sentence shall be effective
only as of such time when the Right is not exercisable, and in any event, only
after 10 business days' prior notice. Upon the effective date of the redemption
of the Rights, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.

     At any time after any person becomes an Acquiring Person, the Board of
Directors may exchange the Rights (other than Rights owned by the Acquiring
Person which shall have become void), in whole or in part, at an exchange ratio
of one share of Common Stock per Right (subject to adjustment).



                                       4


Terms of the Preferred Stock

     The shares of Preferred Stock purchasable upon exercise of the Rights will
be non-redeemable and junior to any other series of preferred stock the Company
may issue (unless otherwise provided in the terms of such stock). Each share of
Preferred Stock will have a preferential quarterly dividend in an amount equal
to 100 times the dividend declared on each share of Common Stock, but in no
event less than $25 (the equivalent of $.25 per share of common stock). In the
event of liquidation, the holders of Preferred Stock will receive a preferred
liquidation payment equal to the greater of 100 times $150 or 100 times the
payment made per each share of Common Stock. Each share of Preferred Stock will
have 100 votes, voting together with the shares of Common Stock. In the event of
any merger, consolidation or other transaction in which shares of Common Stock
are exchanged, each share of Preferred Stock will be entitled to receive 100
times the amount and type of consideration received per share of Common Stock.
The rights of the Preferred Stock as to dividends, liquidation and voting, and
in the event of mergers and consolidations, are protected by customary
anti-dilution provisions. Fractional shares of Preferred Stock will be issuable;
however, the Company may elect to distribute depositary receipts in lieu of such
fractional shares. In lieu of fractional shares other than fractions that are
multiples of one one-hundredth of a share, an adjustment in cash will be made
based on the market price of the Preferred Stock on the last trading date prior
to the date of exercise.

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders of the Company, stockholders may, depending upon the
circumstances, recognize taxable income should the Rights become exercisable or
upon the occurrence of certain events thereafter.

Amendments to Terms of the Rights

     Any of the provisions of the Rights Agreement may be amended by the Company
prior to the Distribution Date. After the Distribution Date, the provisions of
the Rights Agreement may be amended by the Company in order to cure any
ambiguity, defect or inconsistency, or to make changes which do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person); provided, however, that no supplement or amendment may be
made after the Distribution Date which changes those provisions relating to the
principal economic terms of the Rights.

     A copy of the Shareholder Rights Agreement has been filed herewith as
Exhibit 1. A copy of the Shareholder Rights Agreement is available free of
charge from the Company. This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference to such Exhibit,
which is incorporated herein by reference.



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Item 2. Exhibits

           1    Rights Agreement, dated as of December 16, 1998, between
                Burlington Resources Inc. and BankBoston, N.A., as Rights Agent.














                                       6


                                    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, thereto duly authorized.

                                      BURLINGTON RESOURCES INC.


Date:  December 18, 1998              By:  /s/ L. David Hanower
                                           -----------------------------
                                           Name:  L. David Hanower
                                           Title: Senior Vice President-Law
                                                  and Administration














                                       7


                                  EXHIBIT INDEX


Number              Description

1                   Rights Agreement, dated as of December 16, 1998, between
                    Burlington Resources Inc. and BankBoston, N.A., as Rights
                    Agent.













                                       8

EX-1

                            BURLINGTON RESOURCES INC.


                                       and


                                BANKBOSTON, N.A.

                                 as Rights Agent





                          Shareholder Rights Agreement


                          Dated as of December 16, 1998













                                TABLE OF CONTENTS


                                                                            Page

Section 1.  Certain Definitions...............................................1
Section 2.  Appointment of Rights Agent.......................................5
Section 3.  Issue of Right Certificates.......................................5
Section 4.  Form of Right Certificate.........................................7
Section 5.  Countersignature and Registration.................................8
Section 6.  Transfer, Split Up, Combination and Exchange of Right 
              Certificates; Mutilated, Destroyed, Lost or Stolen 
              Right Certificate                                               8
Section 7.  Exercise of Rights; Purchase Price; Expiration Date of Rights.....9
Section 8.  Cancellation and Destruction of Right Certificates...............12
Section 9.  Reservation and Availability of Capital Stock....................12
Section 10. Preferred Stock Record Date......................................14
Section 11. Adjustment of Purchase Price, Number and Kind of Shares
              or Number of Rights............................................14
Section 12. Certificate of Adjusted Purchase Price or Number of Shares.......22
Section 13. Consolidation, Merger or Sale or Transfer of Assets 
              or Earning Power...............................................22
Section 14. Additional Covenants.............................................25
Section 15. Fractional Rights and Fractional Shares..........................25
Section 16. Rights of Action.................................................27
Section 17. Agreement of Right Holders.......................................27
Section 18. Right Certificate Holder Not Deemed a Shareholder................28
Section 19. Concerning the Rights Agent......................................28
Section 20. Merger or Consolidation or Change of Name of Rights Agent........29
Section 21. Duties of Rights Agent...........................................29
Section 22. Change of Rights Agent...........................................32
Section 23. Issuance of New Right Certificates...............................33
Section 24. Redemption and Termination.......................................33
Section 25. Exchange.........................................................35
Section 26. Notice of Certain Events.........................................36
Section 27. Notices..........................................................37
Section 28. Supplements and Amendments.......................................38
Section 29. Determination and Actions by the Board of Directors, etc.........38
Section 30. Successors.......................................................39
Section 31. Benefits of this Agreement.......................................39
Section 32. Severability.....................................................39
Section 33. Governing Law....................................................39
Section 34. Counterparts.....................................................39
Section 35. Descriptive Headings.............................................40









                          SHAREHOLDER RIGHTS AGREEMENT

     This Agreement, dated as of December 16, 1998, between Burlington Resources
Inc., a Delaware corporation (the "Company"), and BankBoston, N.A., a national
banking association (the "Rights Agent").

                               W I T N E S S E T H

     WHEREAS, on December 9, 1998, the Board of Directors of the Company
authorized and declared a dividend distribution of one preferred stock purchase
right (a "Right") for each Common Share, $.01 par value, of the Company (the
"Common Stock") outstanding as of the Close of Business (as hereinafter defined)
on December 16, 1998 (the "Record Date"), and contemplates the issuance of one
Right for each share of Common Stock of the Company issued between the Record
Date and the earlier of the Distribution Date and the Redemption Date (as such
terms are hereinafter defined), each Right representing the right to purchase
one one-hundredth (subject to adjustment as provided herein) of a share of
Series A Junior Participating Preferred Stock of the Company having the rights,
powers and preferences set forth in the Form of Certificate of Designation
attached hereto as Exhibit A, upon the terms and subject to the conditions
herein set forth; provided, however, that Rights may be issued with respect to
shares of Common Stock that shall become outstanding after the Distribution Date
and prior to the earlier of the Redemption Date and the Final Expiration Date in
accordance with the provisions of Section 23 hereof.

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

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

     (a) "Acquiring Person" shall mean any Person, who or which, together with
all Affiliates and Associates of such Person, without the prior approval of the
Company, shall be the Beneficial Owner of securities representing 15% or more of
the Voting Power or who was such a Beneficial Owner at any time after the date
hereof, whether or not such Person continues to be the Beneficial Owner of
securities representing 15% or more of the Voting Power. Notwithstanding the
foregoing, (A) the term "Acquiring Person" shall not include (i) the Company,
(ii) any subsidiary of the Company, (iii) any employee benefit plan of the
Company or any of its subsidiaries, (iv) any Person or entity holding securities
of the Company organized, appointed or established by the Company or any of its
subsidiaries for or pursuant to the terms of any such plan acting in such
capacity and (B) no Person shall become an "Acquiring Person" (i) as a result of
the acquisition of shares of Common Stock by the Company which, by reducing the
number of shares of Common Stock outstanding, increases the proportional 





number of shares beneficially owned by such Person together with all Affiliates
and Associates of such Person, provided, that if (1) a Person would become an
Acquiring Person (but for the operation of this subclause (i)) as a result of
the acquisition of shares of Common Stock by the Company, and (2) after such
share acquisition by the Company, such Person, or an Affiliate or Associate of
such Person, becomes the Beneficial Owner of any additional shares of Common
Stock, then such Person shall be deemed an Acquiring Person; or (ii) if (1)
within five Business Days after such Person would otherwise have become or, if
such Person did so inadvertently, after such Person discovers that such Person
would otherwise have become, an Acquiring Person (but for the operation of this
subclause (ii)), such Person notifies the Board of Directors that such Person
did so inadvertently, and (2) within two Business Days after such notification
(or such greater period of time as may be determined by action of the Board, but
in no event greater than five Business Days), such Person divests itself of a
sufficient number of shares of Common Stock so that such Person is the
Beneficial Owner of such number of shares of Common Stock that such Person no
longer would be an Acquiring Person.

     (b) "Act" shall mean the Securities Act of 1933, as amended and as in
effect on the date of this Agreement.

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

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

          (i) which such Person or any of such Person's Affiliates or Associates
     beneficially owns, directly or indirectly;

          (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, or upon the exercise of conversion rights,
     exchange rights, rights (other than the Rights), warrants or options, or
     otherwise; provided, however, that a Person shall not be deemed the
     "Beneficial Owner" of, or to "beneficially own," (1) securities tendered
     pursuant to a tender or exchange offer made by or on behalf of such Person
     or any of such Person's Affiliates or Associates until such tendered
     securities are accepted for purchase or exchange, (2) securities issuable
     upon exercise of Rights at any time prior to the occurrence of a Triggering
     Event or (3) securities issuable upon exercise of Rights from and after the
     occurrence of a Triggering Event, which Rights were acquired by such Person
     or any of such Person's Affiliates or Associates prior to the Distribution


                                      -2-


     Date or pursuant to Section 3(a) hereof ("Original Rights") or pursuant to
     Section 11(i) or Section 23 hereof in connection with an adjustment made
     with respect to Original Rights; or (B) the right to vote or dispose of or
     "beneficial ownership" of (as determined pursuant to Rule 13d-3 of the
     General Rules and Regulations under the Exchange Act), or a "pecuniary
     interest" or an "indirect pecuniary interest" in (as determined pursuant to
     Rule 16a-1(a)(2) of the General Rules and Regulations under the Exchange
     Act), in any event including pursuant to any agreement, arrangement or
     understanding; provided, however, that a Person shall not be deemed the
     "Beneficial Owner" of, or to "beneficially own," any security if the
     agreement, arrangement or understanding to vote such security (1) arises
     solely from a revocable proxy or consent given to such Person in response
     to a public proxy or consent solicitation made pursuant to, and in
     accordance with, the applicable rules and regulations promulgated under the
     Exchange Act and (2) 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 (or any Affiliate or Associate thereof) with which such Person
     (or any of such Person's Affiliates or Associates) has any agreement,
     arrangement or understanding (other than customary agreements with and
     between underwriters and selling group members with respect to a bona fide
     public offering of securities), relating to the acquisition, holding,
     voting (except to the extent contemplated by the proviso to Section
     1(d)(ii)(B)) or disposing of any securities of the Company.

Notwithstanding anything in this definition of a Beneficial Owner to the
contrary, the phrase "then outstanding," when used with reference to a Person's
Beneficial Ownership of securities of the Company, shall mean the number of such
securities then issued and outstanding together with the number of such
securities not then actually issued and outstanding which such Person would be
deemed to own beneficially hereunder.

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

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

     (g) "Common Stock" shall mean the Common Stock, $.01 par value, of the
Company or, in the event of a subdivision, combination or consolidation with
respect to such Common Stock, the Common Stock resulting from such subdivision,
combination or consolidation. "Common Stock" when used with reference to stock
issued by any 



                                      -3-


Person other than the Company shall mean the capital stock (or equity interest)
with the greatest combined economic and voting power of such Person or, if such
other Person is a subsidiary of another Person, the Person or Persons which
ultimately control such first-mentioned Person.

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

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

     (j) "Person" shall mean any individual, firm, corporation, partnership,
limited liability company, trust, association, joint venture or other entity,
and shall include any successor (by merger or otherwise) of such entity.

     (k) "Preferred Stock" shall mean the Series A Junior Participating
Preferred Stock, $.01 par value per share, of the Company having the relative
rights, preferences and limitations set forth in the Form of Certificate of
Designation, Preferences and Rights attached to this Agreement as Exhibit A.

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

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

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

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

     (p) A "subsidiary" of any Person shall mean, with respect to any Person,
any corporation or other Person of which a majority of the voting power of the
voting equity securities or equity interests is owned or otherwise controlled,
directly or indirectly, by such Person.

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



                                      -4-


     (r) "Voting Power" shall mean the voting power of all securities of the
Company then outstanding generally entitled to vote for the election of
directors of the Company.

     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 such co-Rights Agents as it may deem
necessary or desirable, upon ten (10) days' prior written notice to the Rights
Agent. The Rights Agent shall have no duty to supervise, and in no event be
liable for, the acts or omissions of any such co-Rights Agent.

     Section 3. Issue of Right Certificates. (a) The Rights will be evidenced
(subject to the provisions of Section 3(b) hereof) by the certificates for
Common Stock registered in the names of the holders thereof (which certificates
shall also be deemed to be Right Certificates (as defined below)) and not by
separate Right Certificates, and the right to receive Right Certificates will be
transferable only in connection with the transfer of the underlying shares of
Common Stock (including a transfer to the Company) until the earlier to occur of
(i) the Stock Acquisition Date or (ii) the Close of Business on the tenth
Business Day (or such later date as may be determined by action of the Company's
Board of Directors) after the date of the commencement by any Person (other than
the Company, any subsidiary of the Company, any employee benefit plan of the
Company or any of its subsidiaries or any Person organized, appointed or
established by the Company for or pursuant to the terms of any such plan) of, or
of the first public announcement of the intention of any Person (other than the
Company, any subsidiary of the Company, any employee benefit plan of the Company
or of any subsidiary of the Company or any Person organized, appointed or
established by the Company for or pursuant to the terms of any such plan) to
commence (which intention to commence remains in effect for five Business Days
after such announcement), a tender or exchange offer the consummation of which
would result in any Person becoming an Acquiring Person (including, in the case
of both clauses (i) and (ii) of this Section 3(a), any such date which is after
the date of this Agreement and prior to the issuance of the Rights; the earlier
of such dates being herein referred to as the "Distribution Date"); provided,
however, that if the tender or exchange offer referred to in clause (ii) above
is terminated prior to the occurrence of a Distribution Date, then no
Distribution Date shall occur as a result of such tender offer. As soon as
practicable after the Distribution Date, the Company will prepare and execute,
and the Rights Agent will countersign and send, or cause to be sent, by
first-class, insured, postage prepaid mail, to each record holder of the Common
Stock as of the Close of Business on the Distribution Date, at the address of
such holder shown on the records of the Company, a Right Certificate,
substantially in the form of Exhibit B hereto (a "Right Certificate"),
evidencing one Right for each share of Common Stock so held. 



                                      -5-


As of and after the Distribution Date, the Rights will be evidenced solely by
such Right Certificates.

     (b) As soon as practicable following the Record Date, the Company shall
send a copy of a Summary of Rights to Purchase Preferred Stock in substantially
the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage
prepaid mail, to each record holder of shares of Common Stock as of the Close of
Business on the Record Date, at the address of such holder shown on the records
of the Company. Upon the execution and delivery of this Agreement, or as soon as
practicable thereafter, the Company shall file the full text of this Agreement
and the Summary of Rights with the Securities and Exchange Commission. With
respect to certificates for the Common Stock outstanding as of the Record Date,
until the Distribution Date, the Rights will be evidenced by such certificates
registered in the names of the holders thereof. Until the Distribution Date (or
the earlier of the Redemption Date or the Final Expiration Date), the surrender
for transfer of any certificate for the Common Stock outstanding on or after the
Record Date shall also constitute the transfer of the Rights associated with the
Common Stock.

     (c) Certificates issued for Common Stock which become outstanding after the
Record Date (including, without limitation, reacquired Common Stock referred to
in the last sentence of this Section 3(c)) but prior to the earliest of the
Distribution Date, the Redemption Date or the Final Expiration Date, shall be
deemed also to be certificates for Rights and from and after the date hereof
shall bear the following legend:

          This certificate also evidences and entitles the holder hereof to
          certain rights as set forth in a Shareholder Rights Agreement between
          Burlington Resources Inc. (the "Company") and BankBoston, N.A. (the
          "Rights Agent") dated as of December 16, 1998 (the "Shareholder Rights
          Agreement"), the terms of which are hereby incorporated herein by
          reference and a copy of which is on file at the principal offices of
          the Company. Under certain circumstances, as set forth in the
          Shareholder Rights Agreement, such Rights will be evidenced by
          separate certificates and will no longer be evidenced by this
          certificate. The Company will mail to the holder of this certificate a
          copy of the Shareholder Rights Agreement without charge after receipt
          by the Company's corporate secretary of a written request therefor
          from such holder. Under certain circumstances set forth in the
          Shareholder Rights Agreement, Rights issued to, or held by, any Person
          who is, was or becomes an Acquiring Person (as defined in the
          Shareholder Rights Agreement) and any subsequent holder may become
          null and void.



                                      -6-


After the due execution of any supplement or amendment to this Agreement in
accordance with the terms hereof, the reference to this Agreement in the
foregoing legend shall mean the Agreement as so supplemented or amended. The
failure to print the foregoing legend on any such Common Stock certificate or
any other defect therein shall not affect in any manner whatsoever the
application or interpretation of the provisions of Section 7(e) hereof. With
respect to such certificates containing the foregoing legend, until the
Distribution Date, the Rights associated with the Common Stock represented by
such certificates shall be evidenced by such certificates alone, and the
surrender for transfer of any such certificates shall also constitute the
transfer of the Rights associated with the Common Stock represented thereby. In
the event that the Company purchases or acquires any shares of Common Stock
after the Record Date but prior to the Distribution Date, any Rights associated
with such shares of Common Stock shall be deemed canceled and retired so that
the Company shall not be entitled to exercise any Rights associated with the
Common Stock which are no longer outstanding.

     Section 4. Form of Right Certificate. (a) The Right Certificates (and the
forms of election to purchase and of assignment to be printed on the reverse
thereof) may have such marks of identification or designation and such legends,
summaries or endorsements printed thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any applicable law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on which
the Rights may from time to time be listed, or to conform to usage. Subject to
the provisions of Section 11 and Section 23 hereof, the Right Certificates shall
entitle the holders thereof to purchase such number of one one-hundredths of a
share of Preferred Stock (or, following a Section 11(a)(ii) Event, other
securities) as shall be set forth therein at the price per one one-hundredth of
a share set forth therein (the "Purchase Price"), but the amount and type of
securities purchasable upon the exercise of each Right and the Purchase Price
thereof shall be subject to adjustment as provided herein.

     (b) Any Right Certificate issued pursuant to Section 3(a) or Section 23
hereof that represents Rights beneficially owned by an Acquiring Person and any
Right Certificate issued at any time upon the transfer of any Rights to such an
Acquiring Person or to any nominee or transferee of such Acquiring Person which
are null and void pursuant to Section 7(e) hereof, and any Right Certificate
issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement
or adjustment of any other Right Certificate hereof referred to in this
sentence, shall contain (to the extent feasible) the following legend:

          The Rights represented by this Right Certificate are or were
          beneficially owned by a Person who was or became an Acquiring 



                                      -7-


          Person. Accordingly, this Right Certificate and the Rights represented
          hereby are null and void.

Provisions of Section 7(e) hereof shall be operative whether or not the
foregoing legend is contained on any such Right Certificate. The Company shall
give notice to the Rights Agent promptly after it becomes aware of the existence
of any Acquiring Person.

     Section 5. Countersignature and Registration. The Right Certificates shall
be executed on behalf of the Company by its Chairman of the Board, President or
any Vice President, either manually or by facsimile signature, shall have
affixed thereto the Company's seal or a facsimile thereof, and shall be attested
by the Secretary or an Assistant Secretary of the Company, either manually or by
facsimile signature. The Right Certificates shall be countersigned by the Rights
Agent, either manually or by facsimile signature, and shall not be valid for any
purpose unless so countersigned. In case any officer of the Company who shall
have signed any of the Right Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance and delivery by
the Company, such Right Certificates, nevertheless, may be countersigned by the
Rights Agent, and issued and delivered by the Company with the same force and
effect as though the person who signed such Right Certificates had not ceased to
be such officer of the Company; and any Right Certificate may be signed on
behalf of the Company by any person who, at the actual date of the execution of
such Right Certificate, shall be a proper officer of the Company to sign such
Right Certificate, although at the date of the execution of this Rights
Agreement any such person was not such an officer.

     In case any authorized signatory of the Rights Agent who shall have
countersigned any of the Right Certificates shall cease to be so authorized
before delivery by the Company, such Right Certificates, nevertheless, may be
issued and delivered by the Company with the same force and effect as though the
person who countersigned such Right Certificates had not ceased to be so
authorized; and any Right Certificate may be countersigned on behalf of the
Rights Agent by any person who, at the actual date of the countersignature of
such Right Certificate, shall be authorized to countersign such Right
Certificate, although at the date of the execution of this Agreement any such
person was not so authorized.

     Following the Distribution Date, the Rights Agent will keep or cause to be
kept, at its office designated as the appropriate place for surrender of such
Right Certificate for transfer, 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
on its face by each of the Right Certificates and the certificate number 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 Certificate. Subject to
the 



                                      -8-


provisions of Sections 4(b), 7(e), 15 and 21(k) hereof, at any time after the
Close of Business on the Distribution Date, and at or prior to the Close of
Business on the earlier of the Redemption Date or the Final Expiration Date, any
Right Certificate or Right Certificates may be transferred, split up, combined
or exchanged for another Right Certificate or Right Certificates, entitling the
registered holder to purchase a like number of one one-hundredths of a share of
Preferred Stock (or, following a Triggering Event, other securities, as the case
may be) as the Right Certificate or Right Certificates surrendered then entitled
such holder (or former holder in the case of a transfer) to purchase. Any
registered holder desiring to transfer, split up, combine or exchange any Right
Certificate or Right Certificates 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 principal
office of the Rights Agent designated for such purpose. Neither the Rights Agent
nor the Company shall be obligated to take any action whatsoever with respect to
the transfer of any such surrendered Right Certificate until the registered
holder shall have completed and signed the certificate contained in the form of
assignment on the reverse side of such Right Certificate and shall have provided
such additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner) or Affiliates or Associates thereof as the Company shall
reasonably request. Thereupon the Rights Agent shall, subject to the provisions
of Section 4(b), Section 7(e), Section 15 and Section 21(k) hereof, countersign
and deliver to the Person entitled thereto a Right Certificate or Right
Certificates, as the case may be, as so requested. The Company may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer, split up, combination or exchange of
Right Certificates.

     Upon receipt by the Company and the Rights Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Right
Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, and, at the Company's request,
reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent and cancellation of
the Right Certificate if mutilated, the Company will make and deliver a new
Right Certificate of like tenor to the Rights Agent for countersignature and
delivery to the registered holder in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated.

     Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.
(a) Subject to Section 7(e) hereof, the registered holder of any 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
and the certificate on the reverse side thereof duly executed, to the Rights
Agent at the principal office or offices of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price for 



                                      -9-


the total number of one one-hundredths of a share of Preferred Stock (or other
securities, as the case may be) as to which such surrendered Rights are
exercised, at or prior to the earliest of (i) the Close of Business on December
16, 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are
redeemed as provided in Section 24 hereof (the "Redemption Date"), or (iii) the
time at which the Rights are exchanged as provided in Section 25 hereof.

     (b) From and after the date hereof, the Purchase Price for each one
one-hundredth share of Preferred Stock pursuant to the exercise of a Right shall
be [$200.00], subject to adjustment from time to time as provided in the third
sentence of this Section 7(b) and in Sections 11 and 13(a) hereof. The Purchase
Price shall be payable in accordance with Section 7(c) below. Anything in this
Agreement to the contrary notwithstanding, in the event that at any time after
the date of this Agreement and prior to the Distribution Date, the Company shall
(i) declare or pay any dividend on the Common Stock payable in shares of Common
Stock or (ii) effect a subdivision, combination or consolidation of the Common
Stock (by reclassification or otherwise than by payment of dividends in Common
Stock) into a greater or lesser number of Common Stock, then in any such case,
each share of Common Stock outstanding following such subdivision, combination
or consolidation shall continue to have one Right (subject to adjustment as
provided herein) associated therewith and the Purchase Price following any such
event shall be proportionately adjusted to equal the result obtained by
multiplying the Purchase Price immediately prior to such event by a fraction the
numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to the occurrence of the event and the denominator
of which shall be the total number of shares of Common Stock outstanding
immediately following the occurrence of such event, and the number of fractional
shares of Preferred Stock issuable upon exercise of each Right shall be
proportionately adjusted to equal the result obtained by multiplying the number
of shares of Preferred Stock for which a Right is exercisable immediately prior
to such event by a fraction, the numerator of which shall be the total number of
shares of Common Stock outstanding immediately prior to the occurrence of the
event and the denomination of which shall be the total number of shares of
Common Stock outstanding immediately following the occurrence of such event. The
adjustment provided for in the preceding sentence shall be made successively
whenever such a dividend is declared or paid or such a subdivision, combination
or consolidation is effected.

     (c) Upon receipt of a Right Certificate representing exercisable Rights,
with the form of election to purchase and the certificate duly executed,
accompanied by payment of the Purchase Price for the shares of Preferred Stock
(or other securities, as the case may be) to be purchased and an amount equal to
any applicable transfer tax required to be paid by the holder of such Right
Certificate in accordance with Section 6 hereof by certified check, cashier's
check or money order payable to the order of the Company, the Rights Agent
shall, subject to Section 21(k), thereupon promptly (i)(A) requisition from 



                                      -10-


any transfer agent of the shares of Preferred Stock certificates for the number
of shares of Preferred Stock to be purchased, and the Company hereby irrevocably
authorizes its transfer agent to comply with all such requests, or (B)
requisition from the depositary agent (if the Company, in its sole discretion,
shall have elected to deposit the shares of Preferred Stock issuable upon
exercise of the Rights hereunder into a depositary) depositary receipts
representing such number of one one-hundredths of a share of Preferred Stock as
are to be purchased (in which case certificates for the shares of Preferred
Stock represented by such receipts shall be deposited by the transfer agent with
the depositary agent) and the Company will direct the depositary agent to comply
with such requests, (ii) when appropriate, requisition from the Company the
amount of cash to be paid in lieu of issuance of fractional shares in accordance
with Section 15 hereof, (iii) after receipt of such certificates or depositary
receipts, cause the same to be delivered to or upon the order of the registered
holder of such Right Certificate, registered in such name or names as may be
designated by such holder and (iv) when appropriate, after receipt thereof
deliver such cash to or upon the order of the registered holder of such Right
Certificate. In the event that the Company is obligated to issue other
securities (including Common Stock) of the Company pursuant to Section 11(a)
hereof, the Company will make all arrangements necessary so that such other
securities are available for distribution by the Rights Agent, if and when
appropriate.

     In addition, in the case of an exercise of the Rights by a holder pursuant
to Section 11(a)(ii) hereof, the Rights Agent shall return such Right
Certificate to the registered holder thereof after imprinting, stamping or
otherwise indicating thereon that the rights represented by such Right
Certificate no longer include the rights provided by Section 11(a)(ii) hereof
and if less than all the Rights represented by such Right Certificate were so
exercised, the Rights Agent shall indicate on the Right Certificate the number
of Rights represented thereby which continue to include the rights provided by
Section 11(a)(ii) hereof.

     (d) In case the registered holder of any Right Certificate shall exercise
less than all the Rights evidenced thereby, a new Right Certificate evidencing
Rights equivalent to the Rights remaining unexercised shall be issued by the
Rights Agent to the registered holder of such Right Certificate or to his duly
authorized assigns, subject to the provisions of Section 15 hereof, or the
Rights Agent shall place an appropriate notation on the Right Certificate with
respect to those Rights exercised.

     (e) Notwithstanding anything in this Agreement to the contrary, if an
Acquiring Person engages in or there occurs one or more of the transactions set
forth in Section 11(a)(ii) or Section 13(a) on or after the time the Acquiring
Person became such, then any Rights that are or were on or after the earlier of
the Distribution Date or the Stock Acquisition Date beneficially owned by (i) an
Acquiring Person, (ii) a transferee of an Acquiring Person who becomes a
transferee after the Acquiring Person becomes such, 



                                      -11-


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

     (f) Notwithstanding anything in this Agreement to the contrary, neither the
Rights Agent nor the Company shall be obligated to undertake any action with
respect to a registered holder upon the occurrence of any purported exercise as
set forth in this Section 7 unless such registered holder shall have (i)
completed and signed the certificate contained in the form of election to
purchase set forth on the reverse side of the 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.

     Section 8. Cancellation and Destruction of Right Certificates. All Right
Certificates surrendered for the purpose of exercise (other than a partial
exercise), transfer, split up, combination or exchange shall, if surrendered to
the Company or to any of its agents, be delivered to the Rights Agent for
cancellation or in canceled form, or, if surrendered to the Rights Agent, shall
be canceled by it, and no Right Certificates shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Agreement. The
Company shall deliver to the Rights Agent for cancellation and retirement, and
the Rights Agent shall so cancel and retire, any other Right Certificate
purchased or acquired by the Company otherwise than upon the exercise thereof.
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 Company.

     Section 9. Reservation and Availability of Capital Stock. The Company
covenants and agrees that at all time prior to the occurrence of a Section
11(a)(ii) Event it will cause to be reserved and kept available out of its
authorized and unissued shares of Preferred Stock, or any authorized and issued
shares of Preferred Stock held in its treasury, the number of shares of
Preferred Stock that will be sufficient to permit the 



                                      -12-


exercise in full of all outstanding Rights and, after the occurrence of a
Section 11(a)(ii) Event, shall, to the extent reasonably practicable, so reserve
and keep available a sufficient number of shares of Common Stock (and/or other
securities) which may be required to permit the exercise in full of the Rights
pursuant to this Agreement.

     So long as the shares of Preferred Stock (and, after the occurrence of a
Section 11(a)(ii) Event, shares of Common Stock, or any other securities, as the
case may be) issuable upon the exercise of the Rights may be listed on any
national securities exchange, the Company shall use its best efforts to cause,
from and after such time as the Rights become exercisable, all shares reserved
for such issuance to be listed on such exchange upon official notice of issuance
upon such exercise.

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

     The Company further covenants and agrees that it will pay when due and
payable any and all U.S. federal and state transfer taxes and charges which may
be payable in respect of the issuance or delivery of the Right Certificates or
of any shares of Preferred Stock (or shares of Common Stock and/or other
securities, as the case may be) upon the exercise of Rights. The Company shall
not, however, be required to pay any transfer tax which may be payable in
respect of any transfer or delivery of Right Certificates to a person other
than, or the issuance or delivery of certificates or depositary receipts for the
shares of Preferred Stock (or shares of Common Stock and/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 to issue or to
deliver any certificates or depositary receipts for shares of Preferred Stock
(or shares of Common Stock and/or other securities, as the case may be) upon the
exercise of any Rights, until any such tax shall have been paid (any such tax
being payable by the holder of such Right Certificate at the time of surrender)
or until it has been established to the Company's reasonable satisfaction that
no such tax is due.

     The Company shall use its best efforts to (i) file, as soon as practicable
following the Stock Acquisition Date (or, if required by law, at such earlier
time following the Distribution Date as so required), a registration statement
under the Act, with respect to the securities purchasable upon exercise of the
Rights on an appropriate form, (ii) cause such registration statement to become
effective as soon as practicable after such filing, and (iii) cause such
registration statement to remain effective (with a prospectus at all times
meeting the requirements of the Act and the rules and regulations thereunder)
until the date of the expiration of the rights provided by Section 11(a)(ii).


                                      -13-


The Company may temporarily suspend, (X) for a period of time not to exceed
ninety (90) days after the date of the first occurrence of a Section 11(a)(ii)
Event, the exercisability of the Rights in order to prepare and file such
registration statement and permit it to become effective and (Y) for a period of
time not in excess of 180 days after such date (or for such longer period as is
required by any applicable law, rule or regulation of any appropriate regulatory
bodies), the exercisability of the Rights in order to obtain any such required
regulatory approvals or orders. Upon any such suspension, the Company shall
issue a public announcement and shall give simultaneous written notice to the
Rights Agent stating that the exercisability of the Rights has been temporarily
suspended, as well as a public announcement and notice to the Rights Agent at
such time as the suspension is no longer in effect. The Company will also take
such action as may be appropriate under the blue sky laws of the various states.
Notwithstanding any provision of this Agreement to the contrary, the Rights
shall not be exercisable in any jurisdiction unless the requisite qualifications
in such jurisdiction shall have been obtained.

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

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

          (a) (i) In the event the Company shall at any time after the date of
     this Agreement (A) declare a dividend on the Preferred Stock payable in
     shares of 



                                      -14-


     Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine
     the outstanding Preferred Stock into a smaller number of shares or (D)
     issue any shares of its capital stock in a reclassification of the
     Preferred Stock (including any such reclassification in connection with a
     consolidation or merger in which the Company is the continuing or surviving
     corporation), except as otherwise provided in this Section 11(a) and
     Section 7(e) hereof, the Purchase Price in effect at the time of the record
     date for such dividend or of the effective date of such subdivision,
     combination or reclassification, and the number and kind of shares of
     capital stock issuable on such date, shall be proportionately adjusted so
     that the holder of any Right exercised after such time shall be entitled to
     receive the aggregate number and kind of shares of capital stock which, if
     such Right had been exercised immediately prior to such date and at a time
     when the Preferred Stock transfer books of the Company were open, such
     holder would have owned upon such exercise and been entitled to receive by
     virtue of such dividend, subdivision, combination or reclassification;
     provided, however, that in no event shall the consideration to be paid upon
     the exercise of one Right be less than the aggregate par value of the
     shares of capital stock of the Company issuable upon exercise of one Right.
     If an event occurs which would require an adjustment under both this
     Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided for
     in this Section 11(a)(i) shall be in addition to, and shall be made prior
     to, any adjustment required pursuant to Section 11(a)(ii) hereof.

          (ii) Subject to Section 25 hereof, in the event any Person, alone or
     together with its Affiliates and Associates, shall become an Acquiring
     Person, then proper provision shall be made so that each holder of a Right
     (except as provided below and in Section 7(e) hereof) shall, for a period
     of 60 days after the later of (i) the occurrence of any such event or (ii)
     the effective date of an appropriate registration statement under the Act
     pursuant to Section 9 hereof, have a right to receive, upon exercise
     thereof at a price equal to the then current Purchase Price in accordance
     with the terms of this Agreement, such number of shares of Common Stock of
     the Company (or, in the discretion of the Board of Directors, one
     one-hundredths of a share of Preferred Stock) as shall equal the result
     obtained by (x) multiplying the then current Purchase Price by the then
     number of one one-hundredths of a share of Preferred Stock for which a
     Right was exercisable immediately prior to the first occurrence of a
     Section 11(a)(ii) Event and (y) dividing that product by 50% of the then
     current per share market price of the Company's Common Stock (determined
     pursuant to Section 11(d) hereof) on the date of such first occurrence
     (such number of shares being referred to as the "Adjustment Shares");
     provided, however, that if the transaction that would otherwise give rise
     to the foregoing adjustment is also subject to the provisions of Section 13
     hereof, then only the provisions of Section 13 hereof shall apply and no
     adjustment shall be made pursuant to this Section 11(a)(ii).



                                      -15-


          (iii) In the event that there shall not be sufficient treasury shares
     or authorized but unissued (and unreserved) shares of Common Stock to
     permit the exercise in full of the Rights in accordance with the foregoing
     Section 11(a)(ii) and the Rights become so exercisable (and the Board has
     determined to make the Rights exercisable into fractions of a share of
     preferred stock), notwithstanding any other provision of this Agreement, to
     the extent necessary and permitted by applicable law, each Right shall
     thereafter represent the right to receive, upon exercise thereof at the
     then current Purchase Price in accordance with the terms of this Agreement,
     (A) a number of shares (or fractions of shares) of Common Stock (up to the
     maximum number of shares of Common Stock which may permissibly be issued)
     and (B) a number of one one-hundredths of a share of Preferred Stock or a
     number of (or fractions of) other equity securities of the Company (or, in
     the discretion of the Board, debt securities) which the Board has
     determined to have the same aggregate current market value (determined
     pursuant to Sections 11(d)(i) and 11(d)(ii) hereof, to the extent
     applicable) as one share of Common Stock (such number of shares (or
     fractions of shares) of Preferred Stock (or other equity securities or debt
     securities of the Company) being referred to as a "capital stock
     equivalent"), equal in the aggregate to the number of Adjustment Shares;
     provided, however, if sufficient shares of Common Stock and/or capital
     stock equivalents are unavailable, then the Company shall, to the extent
     permitted by applicable law, take all such action as may be necessary to
     authorize additional shares of Common Stock or capital stock equivalents
     for issuance upon exercise of the Rights, including the calling of a
     meeting of shareholders; and provided, further, that if the Company is
     unable to cause sufficient shares of Common Stock and/or capital stock
     equivalents to be available for issuance upon exercise in full of the
     Rights, then each Right shall thereafter represent the right to receive the
     Adjusted Number of Shares upon exercise at the Adjusted Purchase Price (as
     such terms are hereinafter defined). As used herein, the term "Adjusted
     Number of Shares" shall be equal to that number of shares (or fractions of
     shares) of Common Stock (and/or capital stock equivalents) equal to the
     product of (x) the number of Adjustment Shares and (y) a fraction, the
     numerator of which is the number of shares of Common Stock (and/or shares
     or units of common stock equivalents) available for issuance upon exercise
     of the Rights and the denominator of which is the aggregate number of
     Adjustment Shares otherwise issuable upon exercise in full of all Rights
     (assuming there were a sufficient number of shares of Common Stock
     available) (such fraction being referred to as the "Proration Factor"). The
     "Adjusted Purchase Price" shall mean the product of the Purchase Price and
     the Proration Factor. The Board of Directors may, but shall not be required
     to, establish procedures to allocate the right to receive shares of Common
     Stock and capital stock equivalents upon exercise of the Rights among
     holders of Rights.



                                      -16-


     (b) In case the Company shall fix a record date for the issuance of rights
(other than the Rights), options or warrants to all holders of Preferred Stock
entitling them (for a period expiring within 45 calendar days after such record
date) to subscribe for or purchase shares of Preferred Stock (or shares having
substantially the same rights and privileges as the Preferred Stock ("equivalent
preferred stock")) or securities convertible into shares of Preferred Stock or
equivalent preferred stock at a price per share of Preferred Stock or per share
of equivalent preferred stock (or having a conversion price per share, if a
security convertible into shares of Preferred Stock or equivalent preferred
stock) less than the then current per share market price of the Preferred Stock
(as determined pursuant to Section 11(d) hereof) on such record date, the
Purchase Price to be in effect after such record date shall be determined by
multiplying the Purchase Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the number of shares of Preferred
Stock outstanding on such record date, plus the number of shares of Preferred
Stock which the aggregate offering price of the total number of shares of
Preferred Stock and/or equivalent preferred stock so to be offered (and/or the
aggregate initial conversion price of the convertible securities so to be
offered) would purchase at such current per share market price, and the
denominator of which shall be the number of shares of Preferred Stock
outstanding on such record date, plus the number of additional shares of
Preferred Stock and/or equivalent preferred stock to be offered for subscription
or purchase (or into which the convertible securities so to be offered are
initially convertible); provided, however, that in no event shall the
consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company issuable upon
the exercise of one Right. In case such subscription price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such consideration shall be determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent and shall be binding on the Rights Agent. Shares of
Preferred Stock owned by or held for the account of the Company shall not be
deemed outstanding for the purpose of any such computation. Such adjustment
shall be made successively whenever such a record date is fixed, and in the
event that such rights, options or warrants are not so issued, the Purchase
Price shall be adjusted to be the Purchase Price which would then be in effect
if such record date had not been fixed.

     (c) In case the Company shall fix a record date for the making of a
distribution to all holders of Preferred Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the
continuing or surviving corporation) of evidences of indebtedness or assets
(other than a regular quarterly cash dividend or a dividend payable in Preferred
Stock) or subscription rights or warrants (excluding those referred to in
Section 11(b) hereof), the Purchase Price to be in effect after such record date
shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be 



                                      -17-


the then current per share market price (as determined pursuant to Section 11(d)
hereof) of the Preferred Stock on such record date, less the fair market value
(as determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent and
shall be binding on the Rights Agent) of the portion of the assets or evidences
of indebtedness so to be distributed or of such subscription rights or warrants
applicable to one share of Preferred Stock and the denominator of which shall be
such current per share market price of the Preferred Stock; provided, however,
that in no event shall the consideration to be paid upon the exercise of one
Right be less than the aggregate par value of the shares of capital stock of the
Company to be issued upon exercise of one Right. Such adjustments shall be made
successively whenever such a record date is fixed; and in the event that such
distribution is not so made, the Purchase Price shall again be adjusted to be
the Purchase Price which would be in effect if such record date had not been
fixed.

     (d) (i) For the purpose of any computation hereunder, the "current per
share market price" of any security (a "Security" for the purpose of this
Section 11(d)(i)) on any date shall be deemed to be the average of the daily
closing prices per share of such Security for the 30 consecutive Trading Days
(as such term is hereinafter defined) immediately prior to such date; provided,
however, that in the event that the current per share market price of the
Security is determined during a period following the announcement by the issuer
of such Security of (A) a dividend or distribution on such Security payable in
shares of such Security or securities convertible into such shares, or (B) any
subdivision, combination or reclassification of such Security, and prior to the
expiration of 30 Trading Days after the ex-dividend date for such dividend or
distribution, or the record date for such subdivision, combination or
reclassification, then, and in each such case, the "current per share market
price" shall be appropriately adjusted to reflect the current per share market
price equivalent of such Security. The closing price for each day shall be the
last sale price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if the Security is not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the Security is listed or admitted to trading or, if the Security is
not listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by The Nasdaq Stock Market
("Nasdaq") or such other system then in use, or, if on any such date the
Security is not quoted by any such organization, the average of the closing bid
and asked prices as furnished by a professional market maker, selected by the
Board, making a market in the Security. If on any such date no such market maker
is making a market in the Security, the fair value of the Security on such date
as determined in good faith by the Board shall 



                                      -18-


be used. The term "Trading Day" shall mean a day on which the principal national
securities exchange on which the Security is listed or admitted to trading is
open for the transaction of business or, if the Security is not listed or
admitted to trading on any national securities exchange, a Business Day. Subject
to Section 11(d)(ii) hereof, if any Security is not publicly held or so listed
or traded, "current per share market price" of such Security shall mean the fair
market value per share as determined in good faith by the Board, whose
determination shall be described in a statement filed with the Rights Agent and
shall be binding on the Rights Agent.

     (ii) For the purpose of any computation hereunder, the "current per share
market price" of the Preferred Stock shall be determined in accordance with the
method set forth in the foregoing Section 11(d)(i). If the Preferred Stock is
not publicly traded, the current per share market price of the Preferred Stock
shall be conclusively deemed to be the current per share market price of the
Common Stock as determined pursuant to the foregoing Section 11(d)(i)
(appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof), multiplied by one hundred. If
neither the Common Stock nor the Preferred Stock is publicly held or so listed
or traded, "current per share market price" shall mean the fair value per share
as determined in good faith by the Board, whose determination shall be described
in a statement filed with the Rights Agent and shall be binding on the Rights
Agent.

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

     (f) If, as a result of an adjustment made pursuant to Section 11(a)(ii) or
13(a) hereof, the holder of any Right thereafter exercised shall become entitled
to receive any shares of capital stock of the Company other than Preferred
Stock, thereafter the number of other shares so receivable upon exercise of any
Right shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the
Preferred Stock contained in Sections 11(a) through 11(c) hereof, inclusive, and
the provisions of Sections 7, 9, 10, 13 and 15 hereof with respect to the
Preferred Stock shall apply on like terms to any such other shares.

     (g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at 



                                      -19-


the adjusted Purchase Price, the number of one-hundredths of a share of
Preferred Stock purchasable from time to time hereunder upon exercise of the
Rights, all subject to further adjustment as provided herein.

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

     (i) The Company may elect on or after the date of any adjustment of the
Purchase Price to adjust the number of Rights, in lieu of any adjustment in the
number of one one-hundredths of a share of Preferred Stock purchasable upon the
exercise of a Right. Each of the Rights outstanding after such adjustment of the
number of Rights shall be exercisable for the number of one one-hundredths of a
share of Preferred Stock for which a Right was exercisable immediately prior to
such adjustment. Each Right held of record prior to such adjustment of the
number of Rights shall become that number of Rights (calculated to the nearest
one ten-thousandth) obtained by dividing the Purchase Price in effect
immediately prior to adjustment of the Purchase Price by the Purchase Price in
effect immediately after adjustment of the Purchase Price. The Company shall
make a public announcement of its election to adjust the number of Rights,
indicating the record date for the adjustment, and, if known at the time, the
amount of the adjustment to be made. This record date may be the date on which
the Purchase Price is adjusted or any day thereafter, but, if the Right
Certificates have been issued, shall be at least 10 days later than the date of
the public announcement. If Right Certificates have been issued, upon each
adjustment of the number of Rights pursuant to this Section 11(i), the Company
shall, as promptly as practicable, cause to be distributed to holders of record
of Right Certificates on such record date Right Certificates evidencing, subject
to Section 15 hereof, the additional Rights to which such holders shall be
entitled as a result of such adjustment, or, at the option of the Company, shall
cause to be distributed to such holders of record in substitution and
replacement for the Right Certificates held by such holders prior to the date of
adjustment, and upon surrender thereof, if required by the Company, new Right
Certificates evidencing all the Rights to which such holders shall be entitled
after such adjustment. Right Certificates so to be distributed shall be issued,
executed and countersigned in the manner provided for herein and shall be
registered in the names 



                                      -20-


of the holders of record of Right Certificates on the record date specified in
the public announcement.

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

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

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

     (m) Notwithstanding anything in this Section 11 to the contrary, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that it in its sole discretion shall determine to be advisable in
order that any (i) consolidation or subdivision of the Preferred Stock, (ii)
issuance wholly for cash of any shares of Preferred Stock at less than the
current market price, (iii) issuance wholly for cash of shares of Preferred
Stock or securities which by their terms are convertible into or exchangeable
for shares of Preferred Stock, (iv) stock dividends, or (v) issuance of rights,
options or warrants referred to in this Section 11, hereafter made by the
Company to holders of its Preferred Stock shall not be taxable to such
shareholders.

     (n) The exercise of Rights under Section 11(a)(ii) hereof shall only result
in the reduction of rights under Section 11(a)(ii) hereof to the extent so
exercised 



                                      -21-


and shall not otherwise affect the rights represented by the Rights under this
Agreement, including the rights represented by Section 13 hereof.

     (o) Notwithstanding anything in this Agreement to the contrary, prior to
the Distribution Date, the Company may, in lieu of making any adjustment to the
Purchase Price, adjust the number of shares of Preferred Stock eligible for
purchase on exercise of each Right or the number of Rights outstanding, which
adjustment would otherwise be required by Section 11(a)(i), 11(b), 11(c), 11(h)
or 11(i), make such other equitable adjustment or adjustments thereto as the
Board of Directors (whose determination shall be conclusive) deems appropriate
in the circumstances and not inconsistent with the objectives of the Board of
Directors in adopting this Agreement and such Sections.

     Section 12. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the
Company shall promptly (a) prepare a certificate setting forth such adjustment,
and a brief statement of the facts accounting for such adjustment, (b) file with
the Rights Agent and with each transfer agent for the Preferred Stock and the
Common Stock a copy of such certificate and (c) mail a brief summary thereof to
each holder of a Right Certificate in accordance with Section 26 hereof. The
Rights Agent shall be fully protected in relying on any such certificate and on
any adjustment therein contained and shall not be deemed to have knowledge of
such adjustment unless and until it shall have received such certificate.

     Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning
Power. (a) In the event that, on or following the Stock Acquisition Date,
directly or indirectly, (x) the Company shall consolidate with, or merge with
and into, any Acquiring Person or, if in such merger or consolidation all
holders of Common Stock are not offered the same consideration, any other
Person, (y) the Company shall consolidate with, or merge with, any Acquiring
Person or, if in such merger or consolidation all holders of Common Stock are
not offered the same consideration, any other Person and the Company shall be
the continuing or surviving corporation of such consolidation or merger (other
than, in a case of any transaction described in (x) or (y), a merger or
consolidation which would result in all of the securities generally entitled to
vote in the election of directors ("voting securities") of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into securities of the surviving
entity) all of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation and the holders (and
relative percentage holdings of each such holder) of such securities not having
changed as a result of such merger or consolidation) or (z) the Company shall
sell or otherwise transfer (or one or more of its subsidiaries shall sell or
otherwise transfer), in one transaction or a series of related transactions,
assets or earning power aggregating more than 50% of the assets or earning power
of the Company and its subsidiaries (taken 



                                      -22-


as a whole) to any Acquiring Person or, if in such transaction all holders of
Common Stock are not offered the same consideration, any other Person (other
than the Company or any subsidiary of the Company in one or more transactions
each of which does not violate Section 14(b) hereof), then, and in each such
case, proper provision shall be made so that (A) each holder of a Right, except
as provided in Section 7(e) hereof, shall thereafter have the right to receive,
upon the exercise thereof at a price equal to the then current Purchase Price in
accordance with the terms of this Agreement, and in lieu of Preferred Stock,
such number of shares of freely tradeable Common Stock of the Principal Party
(as hereinafter defined), not subject to any liens, rights of first refusal,
encumbrances or other adverse claims, as shall equal the result obtained by (1)
multiplying the then current Purchase Price by the number of one one-hundredths
of a share of Preferred Stock for which a Right is then exercisable (without
taking into account any adjustment previously made pursuant to Section 11(a)(ii)
hereof) and dividing that product by (2) 50% of the then current per share
market price of the Common Stock of such Principal Party (determined pursuant to
Section 11(d) hereof) on the date of consummation of such Section 13 Event; (B)
such Principal Party shall thereafter be liable for, and shall assume, by virtue
of such Section 13 Event, all the obligations and duties of the Company pursuant
to this Agreement; (C) the term "Company" shall thereafter be deemed to refer to
such Principal Party, it being specifically intended that the provisions of
Section 11 hereof shall only apply to such Principal Party following the first
occurrence of a Section 13 Event; and (D) such Principal Party shall take such
steps (including, but not limited to, the reservation of a sufficient number of
shares of its Common Stock) in connection with the consummation of any such
transaction as may be necessary to assure that the provisions hereof shall
thereafter be applicable, as nearly as reasonably may be, in relation to its
shares of Common Stock thereafter deliverable upon the exercise of the Rights.

     (b) "Principal Party" shall mean

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

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

provided, however, that in any of the foregoing cases, (1) if the Common Stock
of such Person is not at such time and has not been continuously over the
preceding 12-month 



                                      -23-


period registered under Section 12 of the Exchange Act, and such Person is a
direct or indirect subsidiary or Affiliate of another Person the Common Stock of
which is and has been so registered, "Principal Party" shall refer to such other
Person; (2) in case such Person is a subsidiary, directly or indirectly, or
Affiliate of more than one Person, the Common Stocks of two or more of which are
and have been so registered, "Principal Party" shall refer to whichever of such
Persons is the issuer of the Common Stock having the greatest aggregate market
value; and (3) in case such Person is owned, directly or indirectly, by a joint
venture formed by two or more Persons that are not owned, directly or
indirectly, by the same Person, the rules set forth in clauses (1) and (2) above
of this Section 13(b) shall apply to each of the chains of ownership having an
interest in such joint venture as if such party were a "subsidiary" of both or
all of such joint venturers and the Principal Parties in each such chain shall
bear the obligations set forth in this Section 13 in the same ratio as their
direct or indirect interests in such Person bear to the total of such interests.

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

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

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

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

The provisions of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers. The rights under this Section 13
shall be in 



                                      -24-


addition to the rights to exercise Rights and adjustments under Section
11(a)(ii) hereof and shall survive any exercise thereof.

     Section 14. Additional Covenants. (a) The Company covenants and agrees that
it shall not, at any time after the Distribution Date, (i) consolidate with any
other Person (other than a subsidiary of the Company in a transaction which does
not violate Section 14(b) hereof), (ii) merge with or into any other Person
(other than a subsidiary of the Company in a transaction which does not violate
Section 14(b) hereof), or (iii) sell or transfer (or permit any subsidiary to
sell or transfer), in one transaction, or a series of related transactions,
assets or earning power aggregating more than 50% of the assets or earning power
of the Company and its subsidiaries taken as a whole, to any other Person or
Persons (other than the Company and/or any of its subsidiaries in one or more
transactions each of which does not violate Section 14(b) hereof) if (x) at the
time of or after such consolidation, merger or sale or transfer there are any
charter or by-law provisions of the Company or any other Person or any rights,
warrants or other instruments of the Company or any other Person outstanding or
agreements in effect or any other action taken which would materially diminish
or otherwise eliminate the benefits intended to be afforded by the Rights or (y)
prior to, simultaneously with or immediately after such consolidation, merger or
sale, the shareholders of the Person who constitutes, or would constitute, the
"Principal Party" for purposes of Section 13(a) hereof shall have received a
distribution of Rights previously owned by such Person or any of its Affiliates
and Associates. The Company shall not consummate any such consolidation, merger,
sale or transfer unless prior thereto the Company and such other Person shall
have executed and delivered to the Rights Agent a supplemental agreement
evidencing compliance with this subsection.

     (b) The Company covenants and agrees that, after the earlier of (i) the
Stock Acquisition Date and (ii) the Distribution Date, it will not, except as
permitted by Section 24 or Section 28 hereof, take (or permit any of its
subsidiaries to take) any action the purpose of which is to, or if at the time
such action is taken it is reasonably foreseeable that the effect of which is
to, materially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights.

     Section 15. Fractional Rights and Fractional Shares. (a) The Company shall
not be required to issue fractions of Rights or to distribute Right Certificates
which evidence fractional Rights. In lieu of such fractional Rights, there shall
be paid to the registered holders of the Right Certificates with regard to which
such fractional Rights would otherwise be issuable, an amount in cash equal to
the same fraction of the current market value of a whole Right. For the purposes
of this Section 15(a), the current market value of a whole Right shall be the
closing price of the Rights for the Trading Day immediately prior to the date on
which such fractional Rights would have been otherwise issuable. The closing
price of the Rights for any day shall be the last sale price, regular 



                                      -25-


way, or, in case no such sale takes place on such day, the average of the
closing bid and asked prices, regular way, in either case as reported in the
principal consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange or, if the Rights
are not listed or admitted to trading on the New York Stock Exchange, as
reported in the principal consolidated transaction reporting system with respect
to securities listed on the principal national securities exchange on which the
Rights are listed or admitted to trading or, if the Rights are not listed or
admitted to trading on any national securities exchange, the last quoted price
or, if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by Nasdaq or such other system then in use
or, if on any such date the Rights are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional
market maker, selected by the Board, making a market in the Rights. If on any
such date no such market maker is making a market in the Rights the fair value
of the Rights on such date as determined in good faith by the Board of Directors
of the Company shall be used.

     (b) The Company shall not be required to issue fractions of shares of
Preferred Stock (other than fractions which are one one-hundredths or integral
multiples of one one-hundredth of a share of Preferred Stock) upon exercise of
the Rights or to distribute certificates which evidence fractional shares of
Preferred Stock (other than fractions which are one one-hundredths or integral
multiples of one one-hundredth of a share of Preferred Stock). Fractions of
shares of Preferred Stock in integral multiples of one one-hundredth of a share
of Preferred Stock may, at the election of the Company, be evidenced by
depositary receipts, pursuant to an appropriate agreement between the Company
and a depositary selected by it, provided that such agreement shall provide that
the holders of such depositary receipts shall have all the rights, privileges
and preferences to which they are entitled as beneficial owners of the shares of
Preferred Stock represented by such depositary receipts. In lieu of fractional
shares of Preferred Stock that are not one one-hundredth or integral multiples
of one one-hundredth of a share of Preferred Stock, the Company shall 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 share of Preferred Stock. For purposes of this Section
15(b), the current market value of a share of Preferred Stock shall be the
closing price of a share of Preferred Stock (as determined pursuant to Section
11(d)(ii) hereof) for the Trading Day immediately prior to the date of such
exercise.

     (c) Following the occurrence of a Triggering Event, the Company shall not
be required to issue fractions of shares or units of such Common Stock, capital
stock equivalents or other securities upon exercise of the Rights or to
distribute certificates which evidence fractional shares of such Common Stock,
capital stock equivalents or other securities. In lieu of fractional shares or
units of such Common Stock, capital stock equivalents or other securities, the
Company may pay to the registered holders of Right 



                                      -26-


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 a share or
unit of such capital stock equivalents or other securities. For purposes of this
Section 15(c), the current market value shall be determined in the manner set
forth in Section 11(d) hereof for the Trading Day immediately prior to the date
of such exercise and, if such capital stock equivalent is not traded, each such
capital stock equivalent shall have the value of one one-hundredth of a share of
Preferred Stock.

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

     Section 16. Rights of Action. All rights of action in respect of this
Agreement excepting the rights of action given to the Rights Agent under Section
19 hereof are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Stock); and any registered holder of any Right Certificate (or, prior to
the Distribution Date, of the Common Stock), without the consent of the Rights
Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the Common Stock), may, in his own behalf and for his own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect of, his right to
exercise the Rights evidenced by such Right Certificate in the manner provided
in such Right Certificate and in this Agreement. Without limiting the foregoing
or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and will be entitled to specific performance of
the obligations under, and injunctive relief against actual or threatened
violations of the obligations hereunder of any Person subject to, this
Agreement.

     Section 17. Agreement of Right Holders. Every holder of a Right, by
accepting the same, consents and agrees with the Company and the Rights Agent
and with every other holder of a Right that:

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

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

     (c) subject to Section 6 and Section 7(f) hereof, the Company and the
Rights Agent may deem and treat the Person in whose name the Right Certificate
(or, 



                                      -27-


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

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

     Section 18. Right Certificate Holder Not Deemed a Shareholder. No holder,
as such, of any Right Certificate shall be entitled to vote, receive dividends
or be deemed for any purpose the holder of the shares of Preferred Stock or any
other securities of the Company which may at any time be issuable on the
exercise of the Rights represented thereby, nor shall anything contained herein
or in any Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a shareholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
shareholders (except as provided in Section 25 hereof), or to receive dividends
or other distributions or to exercise any preemptive 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. The Company agrees to pay to the
Rights Agent reasonable compensation for all services rendered by it hereunder
and, from time to time, on demand of the Rights Agent, its reasonable expenses
and counsel fees and other disbursements incurred in the administration and
execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability, or expense, incurred without
gross negligence, bad faith or willful misconduct on the part of the Rights
Agent, for anything done or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the costs 



                                      -28-


and expenses of defending against any claim of liability arising therefrom. The
indemnification provided for hereunder shall survive the expiration of the
Rights and the termination of this Agreement. In no case shall the Rights Agent
be liable for special, indirect, incidental or consequential loss or damage of
any kind whatsoever, even if the Rights Agent has been advised of the likelihood
of such loss or damage.

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

     Section 20. Merger or Consolidation or Change of Name of Rights Agent. 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
all or substantially all of the corporate trust business of the Rights Agent or
any successor Rights Agent, shall be the successor to the Rights Agent under
this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto, provided that such corporation would
be eligible for appointment as a successor Rights Agent under the provisions of
Section 22 hereof. In case at the time such successor Rights Agent shall succeed
to the agency created by this Agreement, any of the Right Certificates shall
have been countersigned but not delivered, any such successor Rights Agent may
adopt the countersignature of the predecessor Rights Agent and deliver such
Right Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor or in
the name of the successor Rights Agent. In all such cases such Right
Certificates shall have the full force provided in the Right Certificates and in
this Agreement.

     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. In all such cases such Right Certificates shall have the full force
provided in the Right Certificates and in this Agreement.

     Section 21. Duties of Rights Agent. The Rights Agent undertakes the duties
and obligations imposed by this Agreement upon the following terms and


                                      -29-


conditions, by all of which the Company and the holders of Right Certificates,
by their acceptance thereof, shall be bound:

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

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

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

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

     (e) The Rights Agent shall not be under any responsibility in respect of
the validity of this Agreement or the execution and delivery hereof (except the
due execution hereof by the Rights Agent) or in respect of the validity or
execution of any Right Certificate (except its countersignature thereof); nor
shall it be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Right Certificate; nor shall it
be responsible for any adjustment required under the provisions of Section 11 or
13 hereof or responsible for the manner, method or amount of any such adjustment
or the ascertaining of the existence of facts that would require any such
adjustment (except with respect to the exercise of Rights evidenced by Right
Certificates after receipt of the certificate described in Section 12 hereof);
nor shall it by any act hereunder be deemed to make any representation or
warranty as to the authorization or reservation of any shares of Preferred Stock
or Common Stock or other securities to be issued pursuant to this Agreement or
any Right Certificate or as to whether any shares of Preferred Stock or Common
Stock or other securities will, when issued, be validly authorized and issued,
fully paid and nonassessable; nor shall it be 



                                      -30-


under any duty to make any independent investigation or determination of the
identity of any Acquiring Person or any Affiliate or Associate thereof, but
shall be entitled to rely, in the absence of instructions identifying any such
Person, on representations made by holders of Right Certificates.

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

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

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

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

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

     (k) If, with respect to any Right Certificates surrendered to the Rights
Agent for exercise or transfer, the certificate attached to the form of
assignment or form of election to purchase, as the case may be, has either not
been completed or indicates an 



                                      -31-



affirmative response, the Rights Agent shall not take any further action with
respect to such requested exercise or transfer without first consulting with the
Company.

     Section 22. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon 30 days' notice in writing mailed to the Company and to each transfer agent
of the Common Stock and Preferred Stock by registered or certified mail, and to
the holders of the Right Certificates by first-class mail. The Company may
remove the Rights Agent or any successor Rights Agent upon 30 days' notice in
writing, mailed to the Rights Agent or successor Rights Agent, as the case may
be, and to each transfer agent of the Common Stock and Preferred Stock by
registered or certified mail, and to holders of the Right Certificates by
first-class mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Rights Agent. If the Company shall fail to make such appointment within a
period of 30 days after giving notice of such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Right Certificate (who shall,
with such notice, submit his Right Certificate for inspection by the Company),
then the registered holder of any Right Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a court, shall be
either (a) a corporation organized and doing business under the laws of the
United States or of the State of New York or the Commonwealth of Massachusetts
(or of any other state of the United States so long as such corporation is
authorized to do business as a banking institution in the State of New York or
the Commonwealth of Massachusetts), in good standing, having a principal office
in the State of New York or the Commonwealth of Massachusetts, which is
authorized under such laws to exercise corporate trust or stock transfer powers
and is subject to supervision or examination by federal or state authority and
which has at the time of its appointment as Rights Agent a combined capital and
surplus of at least $500,000,000 (or such lower number as approved by the Board)
or (b) an affiliate of such a corporation. After appointment, the successor
Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment the
Company shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Stock and Preferred Stock, and mail a
notice thereof in writing to the registered holders of the Right Certificates.
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.



                                      -32-


     Section 23. Issuance of New Right Certificates. Notwithstanding any of the
provisions of this Agreement or of the Rights to the contrary, the Company may,
at its option, issue new Right Certificates evidencing Rights in such form as
may be approved by its Board of Directors to reflect any adjustment or change in
the Purchase Price and the number or kind or class of shares or other securities
or property purchasable under the Right Certificates made in accordance with the
provisions of this Agreement.

     In addition, in connection with the issuance or sale of Common Stock
following the Distribution Date and prior to the earlier of the Redemption Date
or the Final Expiration Date hereof, the Company (a) shall with respect to
Common Stock so issued or sold pursuant to the exercise of stock options or
under any employee plan or arrangement, or upon the exercise, conversion or
exchange of securities, 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 no
Right Certificates shall be issued if, and to the extent that, appropriate
adjustment shall otherwise have been made in lieu of the issuance thereof.

     Section 24. Redemption and Termination.

          (a) (i) The Board of Directors of the Company may, at its option,
     redeem all but not less than all of the then outstanding Rights at a
     redemption price of $.01 per Right, as such amount may be appropriately
     adjusted to reflect any stock split, stock dividend or similar transaction
     occurring after the date hereof (such redemption price being hereinafter
     referred to as the "Redemption Price") at any time prior to the earlier of
     (A) the occurrence of a Section 11(a)(ii) Event or (B) the Final Expiration
     Date, and the Company may, at its option, pay the Redemption Price either
     in Common Stock (based on the current per share market price, as defined in
     Section 11(d) hereof, of the Common Stock at the time of redemption) or
     cash; provided, however, that if the Company elects to pay the Redemption
     Price in Common Stock, the Company shall not be required to issue any
     fractional Common Stock and the number of Common Stock issuable to each
     holder of Rights shall be rounded down to the next whole share.

          (ii) In addition, the Board of Directors of the Company may redeem all
     but not less than all of the then outstanding Rights at the Redemption
     Price following the occurrence of a Stock Acquisition Date but prior to any
     event described in Section 13(a), either (x) if each of the following shall
     have occurred and remain in effect: (1) a Person who is an Acquiring Person
     shall have transferred or otherwise disposed of a number of voting
     securities of the Company in a transaction, or series of transactions,
     (which did not result in the occurrence of an event described in Section
     11(a)) such that such Person is thereafter a Beneficial Owner of securities
     representing 5% or less of the Voting Power, 



                                      -33-


     (2) there are no other Persons, immediately following the occurrence of the
     event described in clause (1), who are Acquiring Persons, and (3) the
     transfer or other disposition described in clause (1) above was other than
     pursuant to a transaction, or series of transactions, which directly or
     indirectly involved the Company or any of its Subsidiaries or (y) in
     connection with any event specified in Sections 11(a)(ii) or 13(a) in which
     all holders of Common Stock are offered the same consideration and not
     involving an Acquiring Person or any other Person in which such Acquiring
     Person has any interest, or any other Person acting directly or indirectly
     on behalf of or in association with any such Acquiring Person or (z)
     following the occurrence of an event set forth in, and the expiration of
     any period during which the holder of Rights may exercise the rights under,
     Section 11(a)(ii) if and for as long as the Acquiring Person is not
     thereafter the Beneficial Owner of securities representing 15% or more of
     the Voting Power.

     (b) In the case of a redemption permitted under Section 24(a)(i) hereof,
immediately upon the date for redemption set forth in (or determined in the
manner specified in) a resolution of the Board of Directors of the Company
ordering the redemption of the Rights, evidence of which shall have been filed
with the Rights Agent, and without any further action and without any notice,
the right to exercise the Rights will terminate and the only right thereafter of
the holders of Rights shall be to receive the Redemption Price for each Right so
held. In the case of a redemption permitted under Section 24(a)(ii) hereof,
evidence of which shall have been filed with the Rights Agent, the right to
exercise the Rights will terminate and represent only the right to receive the
Redemption Price upon the later of ten Business Days following the giving of
notice or the expiration of any period during which the rights under Section
11(a)(ii) hereof may be exercised. The Company shall promptly give public notice
of any such redemption; provided, however, that the failure to give, or any
defect in, any such notice shall not affect the validity of such redemption.
Within ten (10) days after such date for redemption set forth in a resolution of
the Board of Directors ordering the redemption of the Rights, the Company shall
mail a notice of redemption to all the holders of the then outstanding Rights 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 Stock. Any notice which is mailed in the manner herein provided
shall be deemed given, whether or not the holder receives the notice. Each such
notice of redemption will state the method by which the payment of the
Redemption Price will be made. Neither the Company nor any of its Affiliates or
Associates may redeem, acquire or purchase for value any Rights at any time in
any manner other than that specifically set forth in this Section 24 and other
than in connection with the purchase of shares of Common Stock prior to the
Distribution Date.

     (c) In the case of a redemption permitted under Section 24(a)(i) hereof,
the Company may, at its option, discharge all of its obligations with respect to
the Rights 



                                      -34-


by (i) issuing a press release announcing the manner of redemption of the Rights
in accordance with this Agreement and (ii) mailing payment of the Redemption
Price to the registered holders of the Rights at their last addresses as they
appear on the registry books of the Rights Agent or, prior to the Distribution
Date, on the registry books of the Transfer Agent of the Common Stock, and upon
such action, all outstanding Rights and Right Certificates shall be null and
void without any further action by the Company.

     Section 25. Exchange. (a) The Board of Directors of the Company may, at its
option, at any time after the time that any Person becomes an Acquiring Person,
exchange all or part of the then outstanding and exercisable Rights (which shall
not include Rights that have become void pursuant to the provisions of Section
7(e) and Section 11(a)(ii) hereof) for Common Stock of the Company at an
exchange ratio of one share of Common Stock per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction involving either
the Common Stock or the Preferred Stock occurring after the date hereof (such
exchange ratio being hereinafter referred to as the "Exchange Ratio").
Notwithstanding the foregoing, the Board of Directors shall not be empowered to
effect such exchange at any time after any Person (other than the Company, any
subsidiary of the Company, any employee benefit plan of the Company or any such
subsidiary, any entity holding Common Stock for or pursuant to the terms of any
such plan or any trustee, administrator or fiduciary of such a plan), together
with all Affiliates and Associates of such Person, becomes the Beneficial Owner
of 50% or more of the Common Stock then outstanding.

     (b) Immediately upon the action of the Board of Directors of the Company
ordering the exchange of any Rights pursuant to subsection (a) of this Section
25 and without any further action and without any notice, the right to exercise
such Rights shall terminate and the only right thereafter of a holder of such
Rights shall be to receive that number of shares of Common Stock equal to the
number of such Rights held by such holder multiplied by the Exchange Ratio. The
Company shall promptly give public notice of any such exchange; provided,
however, that the failure to give, or any defect in, such notice shall not
affect the validity of such exchange. The Company shall promptly mail a notice
of any such exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights Agent. Any notice
which is mailed in the manner herein provided shall be deemed given, whether or
not the holder receives the notice. Each such notice of exchange will state the
method by which the exchange of shares of Common Stock for Rights will be
effected and, in the event of any partial exchange, the number of Rights which
will be exchanged. Any partial exchange shall be effected pro rata based on the
number of Rights (other than Rights which have become void pursuant to the
provisions of Section 7(e) and Section 11(a)(ii) hereof) held by each holder of
Rights.



                                      -35-


     (c) In any exchange pursuant to this Section 25, the Company, at its
option, may substitute Preferred Stock (or equivalent preferred stock, as such
term is defined in Section 11(b) hereof) for some or all of the Common Stock
exchangeable for Rights, at the initial rate of one one-hundredth of a share of
Preferred Stock (or equivalent preferred stock) for each share of Common Stock,
as appropriately adjusted to reflect adjustments in the voting rights of the
Preferred Stock pursuant to the terms thereof, so that the fraction of a share
of Preferred Stock delivered in lieu of each share of Common Stock shall have
the same voting rights as one share of Common Stock.

     (d) In the event that (i) there shall not be sufficient shares of Common
Stock or Preferred Stock issued, but not outstanding, or authorized but
unissued, to permit any exchange of Rights as contemplated in accordance with
this Section 25 or (ii) any regulatory actions or approvals are required in
connection therewith, the Company shall take all such action as may be necessary
for issuance of the shares of Common Stock or Preferred Stock upon exchange of
the Rights.

     (e) The Company shall not be required to issue fractional shares of Common
Stock or to distribute certificates which evidence fractional shares of Common
Stock pursuant to this Section 25. In lieu of such fractional shares of Common
Stock, the Company shall pay to the registered holders of the Rights
Certificates with regard to which such fractional shares of Common Stock would
otherwise be issuable an amount in cash equal to the same fraction of the
current per share market value of a whole share of Common Stock. For the
purposes of this Section 25(e), the current per share market value of a whole
share of Common Stock shall be the closing price of a share of Common Stock (as
determined pursuant to the second sentence of Section 11(d)(i) hereof) for the
Trading Day immediately prior to the date of exchange pursuant to this Section
25.

     Section 26. Notice of Certain Events. (a) In case the Company shall propose
(i) to pay any dividend payable in stock of any class to the holders of
Preferred Stock or to make any other distribution to the holders of Preferred
Stock (other than a regularly quarterly cash dividend), (ii) to offer to the
holders of Preferred Stock rights or warrants to subscribe for or to purchase
any additional shares of Preferred Stock or shares of stock of any class or any
other securities, rights or options, (iii) to effect any reclassification of its
Preferred Stock (other than a reclassification involving only the subdivision of
outstanding shares of Preferred Stock), (iv) to effect any consolidation or
merger into or with any other Person (other than a subsidiary of the Company in
a transaction which does not violate Section 14(b) hereof), or to effect any
sale or other transfer (or to permit one or more of its subsidiaries to effect
any sale or other transfer), in one or more transactions, of 50% or more of the
assets or earning power of the Company and its subsidiaries (taken as a whole)
to, any other Person or Persons (other than the Company and/or any of its
subsidiaries in one or more transactions each of which does not violate Section
14(b) hereof), or (v) to effect the liquidation, dissolution or winding 



                                      -36-


up of the Company, then, in each such case, the Company shall give to each
holder of a Right Certificate, in accordance with Section 27 hereof, a notice of
such proposed action to the extent feasible and file a certificate with the
Rights Agent to that effect, which shall specify the record date for the
purposes of such stock dividend, distribution of rights or warrants, or the date
on which such reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution, or winding up is to take place and the date of
participation therein by the holders of the shares of Preferred Stock, if any
such date is to be fixed. Such notice shall be so given in the case of any
action covered by clause (i) or (ii) above of this Section 26(a) at least 20
days prior to the record date for determining holders of the shares of Preferred
Stock for purposes of such action, and in the case of any such other action, at
least 20 days prior to the date of the taking of such proposed action or the
date of participation therein by the holders of the shares of Preferred Stock
whichever shall be the earlier.

     (b) In case of a Section 11(a)(ii) Event, then (i) the Company shall as
soon as practicable thereafter give to each holder of a Right Certificate, in
accordance with Section 27 hereof, a notice of the occurrence of such event,
which notice shall describe such event and the consequences of such event to
holders of Rights under Section 11(a)(ii) hereof and (ii) all references in the
foregoing Section 26(a) to Preferred Stock shall be deemed thereafter to refer
also, if appropriate, to Common Stock and/or, if appropriate, other securities
of the Company.

     Section 27. Notices. Notices or demands authorized by this Agreement to be
given or made by the Rights Agent or by the holder of any Right Certificate to
or on the Company shall be sufficiently given or made if sent by first-class
mail, postage prepaid, and addressed (until another address is filed in writing
with the Rights Agent) as follows:

                              Burlington Resources Inc.
                              5051 Westheimer
                              Houston, Texas 77056-2124

                              Attention:  Senior Vice President, Law

Subject to the provisions of Section 22, any notice or demand authorized by this
Agreement to be given or made by the Company or by the holder of any Right
Certificate to or on the Rights Agent shall be sufficiently given or made if
sent by first-class mail, postage prepaid, and addressed (until another address
is filed in writing with the Company) as follows:

                              BankBoston, N.A.
                              c/o Equiserve Limited Partnership
                              150 Royall Street


                                      -37-


                              Canton, MA 02021
                              Attention:    Client Administration


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

     Section 28. Supplements and Amendments. Prior to the Distribution Date, the
Company and the Rights Agent shall, if the Company so directs, supplement or
amend any provision of this Agreement without the approval of any holders of
certificates representing Common Stock. From and after the Distribution Date,
the Company and the Rights Agent shall, if the Company so directs, supplement or
amend this Agreement without the approval of any holders of Right Certificates
in order (i) to cure any ambiguity, (ii) to correct or supplement any provision
contained herein which may be defective or inconsistent with any other
provisions herein, (iii) to shorten or lengthen any time period hereunder, or
(iv) to change or supplement the provisions hereunder in any manner which the
Company may deem necessary or desirable and which shall not adversely affect the
interests of the holders of Right Certificates (other than an Acquiring Person);
provided, however, that this Agreement may not be supplemented or amended to
lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating
to when the Rights may be redeemed at such time as the Rights are not then
redeemable, or (B) any other time period unless such lengthening is for the
purpose of protecting, enhancing or clarifying the rights of, and/or the
benefits to, the holders of Rights. Upon the delivery of a certificate from an
appropriate officer of the Company which states that the proposed supplement or
amendment is in compliance with the terms of this Section 28, the Rights Agent
shall execute such supplement or amendment, provided that such supplement or
amendment does not adversely affect the rights or obligations of the Rights
Agent under Section 19 or 21 of this Agreement. Prior to the Distribution Date,
the interests of the holders of Rights shall be deemed coincident with the
interests of the holders of Common Stock.

     Section 29. Determination and Actions by the Board of Directors, etc. The
Board of Directors of the Company shall have the exclusive power and authority
to administer this Agreement and to exercise all rights and powers specifically
granted to the Board, or the Company, or as may be necessary or advisable in the
administration of this Agreement, including, without limitation, the right and
power to (i) interpret the provisions of this Agreement, and (ii) make all
determinations deemed necessary or advisable for the administration of this
Agreement (including, without limitation, a determination to redeem or not
redeem the Rights or to amend this Agreement and 



                                      -38-


whether any proposed amendment adversely affects the interests of the holders of
Right Certificates). For all purposes of this Agreement, any calculation of the
number of shares of Common Stock or other securities outstanding at any
particular time, including for purposes of determining the particular percentage
of such outstanding shares of Common Stock or any other securities of which any
Person is the Beneficial Owner, shall be made in accordance with the last
sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the
Exchange Act as in effect on the date of this Agreement. All such actions,
calculations, interpretations and determinations (including, for purposes of
clause (y) below, all omissions with respect to the foregoing) which are done or
made by the Board in good faith, shall (x) be final, conclusive and binding on
the Company, the Rights Agent, the holders of the Right Certificates and all
other parties, and (y) not subject the Board to any liability to the holders of
the Right Certificates.

     Section 30. Successors. All the covenants and provisions of this Agreement
by or for the benefit of the Company or the Rights Agent shall bind and inure to
the benefit of their respective successors and assigns hereunder.

     Section 31. Benefits of this Agreement. This Agreement shall be for the
sole and exclusive benefit of the Company, the Rights Agent and the registered
holders of the Right Certificates (and, prior to the Distribution Date, the
Common Stock) and nothing in this Agreement shall be construed to give to any
Person other than the Company, the Rights Agent and the registered holders of
the Right Certificates (and, prior to the Distribution Date, the Common Stock)
any legal or equitable right, remedy or claim under this Agreement.

     Section 32. Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.

     Section 33. Governing Law. This Agreement, each Right and each Right
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and to be performed entirely within such State.

     Section 34. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.



                                      -39-


     Section 35. Descriptive Headings. Descriptive headings of the several
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

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


                             BURLINGTON RESOURCES INC.





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


                             BANKBOSTON, N.A.
                                  as Rights Agent






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





                                      -40-


                                                                       Exhibit A



                                     Form of

                           Certificate of Designation,

                            Preferences and Rights of

                  Series A Junior Participating Preferred Stock

                          of Burlington Resources Inc.







                            (Pursuant to Section 151
            of the General Corporation Law of the State of Delaware)



     I, ___________________________, of Burlington Resources Inc. (the
"Company"), a corporation organized and existing under the General Corporation
Law of the State of Delaware, in accordance with the provisions of Section 103
thereof, DO HEREBY CERTIFY as follows:

     That pursuant to the authority conferred upon the Board of Directors by the
Restated Certificate of Incorporation of the said Company, said Board of
Directors on December 9, 1998, adopted the following resolution creating a
series of _________ shares of Preferred Stock designated as Series A Junior
Participating Preferred Stock:

     RESOLVED that pursuant to the authority granted to and vested in the Board
of Directors of this Company in accordance with the provisions of the Restated
Certificate of Incorporation, the Board of Directors hereby creates a series of
Preferred Stock of the Company and hereby states the designation and number of
shares, and fixes the relative rights, preferences and limitations thereof (in
addition to the provisions set forth in the Restated Certificate of
Incorporation which are applicable to the Preferred Stock of all classes and
series) as follows:

     Section 1. Designation and Amount. There shall be a series of Preferred
Stock, par value $.0l per share, of the Company which shall be designated as
"Series A 



                                      -1-


Junior Participating Preferred Stock," par value $.01 per share, and the number
of shares constituting such series shall be __________. Such number of shares
may be increased or decreased by resolution of the Board of Directors; provided,
that no decrease shall reduce the number of shares of Series A Junior
Participating Preferred Stock to a number less than that of the shares then
outstanding plus the number of shares issuable upon exercise of outstanding
rights, options or warrants or upon conversion of outstanding securities issued
by the Company.

     Section 2. Dividends and Distributions.

     (A) Subject to the prior and superior rights of the holders of any shares
of any series of Preferred Stock ranking prior and superior to the Series A
Junior Participating Preferred Stock with respect to dividends, the holders of
shares of Series A Junior Participating Preferred Stock in preference to the
holders of shares of Common Stock, par value $.01 per share (the "Common
Stock"), of the Company and any other junior stock, shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the first day
of January, April, July, and October in each year (each such date being referred
to herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or fraction
of a share of Series A Junior Participating Preferred Stock in an amount per
share (rounded to the nearest cent) equal to the greater of (a) $25, or (b)
subject to the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series A Junior Participating Preferred Stock. In the event the Company
shall at any time after December 9, 1998 (the "Rights Declaration Date") (i)
declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the amount to
which holders of shares of Series A Junior Participating Preferred Stock were
entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

     (B) The Company shall declare a dividend or distribution on the Series A
Junior Participating Preferred Stock as provided in paragraph (A) above
immediately after 



                                      -2-


it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $25 per share on the Series A
Junior Participating Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.

     (C) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series A Junior Participating Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series A Junior
Participating Preferred Stock unless the date of issue of such shares is prior
to the record date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of shares of Series
A Junior Participating Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Junior Participating Preferred Stock in an amount
less than the total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series A Junior Participating
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 60 days prior to the
date fixed for the payment thereof.

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

     (A) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Junior Participating Preferred Stock shall entitle the holder
thereof to 100 votes on all matters submitted to a vote of the stockholders of
the Company. In the event the Company shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the number of votes per share to which holders of shares of Series A Junior
Participating Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.



                                      -3-


     (B) Except as otherwise provided herein or by law, the holders of shares of
Series A Junior Participating Preferred Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a vote
of shareholders of the Company.

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

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



                                      -4-


     provided or pursuant to the rights of any equity securities ranking senior
     to or pari passu with the Series A Junior Participating Preferred Stock.

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

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

     (v) Immediately upon the expiration of a default period, (x) the right of
     the holders of Preferred Stock as a class to elect Directors shall cease,
     (y) 



                                      -5-


     the term of any Directors elected by the holders of Preferred Stock as a
     class shall terminate, and (z) the number of Directors shall be such number
     as may be provided for in the Restated Certificate of Incorporation or
     By-laws irrespective of any increase made pursuant to the provisions of
     paragraph (C)(ii) of this Section 3 (such number being subject, however, to
     change thereafter in any manner provided by law or in the Restated
     Certificate of Incorporation or By-laws). Any vacancies in the Board of
     Directors effected by the provisions of clauses (y) and (z) in the
     preceding sentence may be filled by a majority of the remaining Directors.

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

     Section 4. Certain Restrictions.

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

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

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

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



                                      -6-


     dissolution, liquidation or winding up) to the Series A Junior
     Participating Preferred Stock; or

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

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

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

     Section 6. Liquidation, Dissolution or Winding Up.

     (A) Upon any liquidation (voluntary or otherwise), dissolution or winding
up of the Company, no distribution shall be made to the holders of shares of
stock ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Participating Preferred Stock unless, prior
thereto, the holders of shares of Series A Junior Participating Preferred Stock
shall have received per share, the greater of 100 times $200 or 100 times the
payment made per share of Common Stock, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment (the "Series A Liquidation Preference"). Following the payment
of the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A Junior
Participating Preferred Stock unless, prior thereto, the holders of shares of
Common Stock shall have received an amount per share (the "Common Adjustment")
equal to the quotient obtained by dividing (i) the Series A Liquidation
Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph C
below to reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) 



                                      -7-


(such number in clause (ii), the "Adjustment Number"). Following the payment of
the full amount of the Series A Liquidation Preference and the Common Adjustment
in respect of all outstanding shares of Series A Junior Participating Preferred
Stock and Common Stock, respectively, holders of Series A Junior Participating
Preferred Stock and holders of shares of Common Stock shall receive their
ratable and proportionate share of the remaining assets to be distributed in the
ratio of the Adjustment Number to 1 with respect to such Preferred Stock and
Common Stock, on a per share basis, respectively.

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

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

     Section 7. Consolidation, Merger, etc. If the Company shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property then in any such event the shares of Series A Junior
Participating Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Company shall at any time after the Rights Declaration Date (i)
declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of shares
of Series A Junior Participating Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding 



                                      -8-


immediately after such event and the denominator of which is the number of
shares of Common Stock that are outstanding immediately prior to such event.

     Section 8. Redemption. The shares of Series A Junior Participating
Preferred Stock shall not be redeemable.

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

     Section 10. Fractional Shares. Series A Junior Participating Preferred
Stock may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series A Junior Participating Preferred Stock.





                                      -9-


     IN WITNESS WHEREOF, I have executed this Certificate and do affirm the
foregoing as true under penalties of perjury this [ ] day of [ ], 1998.



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





Attest:





- -----------------------------------------
Corporate Secretary





                                      -10-

                                                                       EXHIBIT B


                            Form of Right Certificate


Certificate No. R-                                                ______ Rights


        NOT EXERCISABLE AFTER DECEMBER 16, 2008, OR EARLIER IF
        REDEEMED BY THE CORPORATION. THE RIGHTS ARE SUBJECT TO
        REDEMPTION AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE
        SHAREHOLDER RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES SET
        FORTH IN THE SHAREHOLDER RIGHTS AGREEMENT, RIGHTS ISSUED TO,
        OR HELD BY, ANY PERSON WHO IS AN INTERESTED STOCKHOLDER,
        WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY
        ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID.



                                Right Certificate

                            BURLINGTON RESOURCES INC.


     This certifies that ___________, or registered assigns, is the registered
owner of the number of Rights set forth above, each of which entitles the owner
thereof, subject to the terms, provisions and conditions of the Shareholder
Rights Agreement, dated as of December 16, 1998 (the "Shareholder Rights
Agreement"), Burlington Resources Inc., a Delaware corporation (the "Company"),
and BankBoston, N.A. (the "Rights Agent"), to purchase from the Company at any
time after the Distribution Date (as such term is defined in the Shareholder
Rights Agreement) and prior to 5:00 P.M., New York, New York time, on December
16, 2008, unless the Rights evidenced hereby shall have been previously redeemed
by the Company, at the principal office or offices of the Rights Agent
designated for such purpose, or at the office of its successor as Rights Agent,
one one-hundredth of a fully paid non-assessable share of Series A Junior
Participating Preferred Stock, $.01 par value per share (the "Preferred Stock"),
of the Company, at a purchase price of $200.00 per one one-hundredth of a share
of Preferred Stock (the "Purchase Price"), upon presentation and surrender of
this Right Certificate with the Form of Election to Purchase duly executed. The
number of Rights evidenced by 



                                      -1-


this Right Certificate (and the number of one one-hundredths of a share of
Preferred Stock which may be purchased upon exercise hereof) set forth above,
and the Purchase Price set forth above, are the number and Purchase Price as of
___________, _____, based on the shares of Preferred Stock as constituted at
such date.

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

     As provided in the Shareholder Rights Agreement, the Purchase Price and the
number of one one-hundredths of a share of Preferred Stock or other securities
which may be purchased upon the exercise of the Rights evidenced by this Right
Certificate are subject to modification and adjustment upon the happening of
certain events, including Triggering Events (as such term is defined in the
Shareholder Rights Agreement).

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

     This Right Certificate, with or without other Right Certificates, upon
surrender at the principal 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 of
shares of Preferred Stock or other securities 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 Shareholder Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at a redemption
price of 



                                      -2-


$.01 per Right (subject to adjustment as provided in the Shareholder Rights
Agreement) payable in shares of Common Stock or cash.

     The Company shall not be required to issue fractions of Rights or to
distribute Right Certificates which evidence fractional Rights. In lieu of such
fractional Rights, there shall be paid to the registered holders of the Right
Certificates with regard to which such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the current market
value of a whole Right as defined in the Shareholder Rights Agreement.

     The Company will not be required to issue fractions of shares of Preferred
Stock (other than fractions which are one one-hundredths or integral multiples
of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights
or to distribute certificates which evidence fractional shares of Preferred
Stock (other than fractions which are one one-hundredths or integral multiples
of one one-hundredth of a share of Preferred Stock). In lieu of fractional
shares of Preferred Stock other than fractions that are multiples of one
one-hundredth of a share of Preferred Stock, the Company will pay to the
registered holders of Right Certificates at the time such Rights are exercised
an amount in cash equal to the same fraction of the current market value of one
share of Preferred Stock as defined in the Rights Agreement.

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

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





                                      -3-



     WITNESS the signature of the proper officers of the Company and its
corporate seal. Dated as of _______, ____.

[SEAL]
ATTEST:                                    BURLINGTON RESOURCES INC.


Attest:




By   ___________________________________   By   _____________________________
     Name:                                      Name:
     Title:                                     Title:


Countersigned:

BANKBOSTON, N.A.

         as Right Agent


By   ___________________________________
     Authorized Signatory
     Name:
     Title:






                                      -4-



                    Form of Reverse Side of Right Certificate

                               FORM OF ASSIGNMENT

                        (To be executed by the registered
                        holder if such holder desires to
                        transfer the Right 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 Company, with full
power of substitution.

Dated: ____________, _____
                                               ---------------------------

                                               Signature

Signature Guaranteed:

     Signatures must be guaranteed by a member firm of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank, savings association, credit union or trust company
having an office or correspondent in the United States or other eligible
guarantor institution which is a participant in a signature guarantee medallion
program.

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

     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 thereof (as such terms are defined in
the Shareholder Rights Agreement) and (2) after due 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 or
subsequently became an Acquiring Person. 

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





                                      -5-



             Form of Reverse Side of Right Certificate -- continued

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

                          FORM OF ELECTION TO PURCHASE

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

To the Rights Agent:

     The undersigned hereby irrevocably elects to exercise Rights represented by
this Right Certificate to purchase the shares of Preferred Stock, Common Stock
or such other securities issuable upon the exercise of such Rights at this time
as follows:

                                                        Please Insert
                                                        Number of Rights
                                                        To Be Exercised

     (i)      Preferred Stock Exercise                   

     (ii)     Section 11(a)(ii) Exercise                 

     (iii)    Section 13 Exercise                        

     The undersigned requests that certificates for such shares of Preferred
Stock, Common Stock or other securities be issued in the name of:

Please insert social security
or other identifying number __________________________________________________

                  (Please print name and address of transferee)

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

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 of transferee)

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




                                      -6-


             Form of Reverse Side of Right Certificate -- continued.

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

Dated: _________, ____

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

                                                    Signature


Signature Guaranteed:

     Signatures must be guaranteed by a member firm of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank, savings association, credit union or trust company
having an office or correspondent in the United States or other eligible
guarantor institution which is a participant in a signature guarantee medallion
program.






                                      -7-



             Form of Reverse Side of Right Certificate -- continued.

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

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

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

                                                    Signature

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

                                     NOTICE

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

     In the event the certification set forth above in the Form of Assignment or
the Form of Election to Purchase, as the case may be, is not completed, the
Company and the Rights Agent will deem the Beneficial Owner of the Rights
evidenced by this Right Certificate to be an Acquiring Person (as such terms are
defined in the Shareholder Rights Agreement) and such Assignment or Election to
Purchase will not be honored.







                                      -8-



                                                                       EXHIBIT C





                                                               December 16, 1998



                  SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK



     Under certain circumstances set forth in the Shareholder Rights Agreement,
rights issued to, or held by, any person who is, was or becomes an ACQUIRING
PERSON (as defined in the shareholder Rights Agreement) and certain related
persons, whether currently held by or on behalf of such person or by any
subsequent holder, shall become null and void.

     On December 9, 1998, the Board of Directors of the Company authorized and
declared a dividend distribution of one preferred stock purchase right (a
"Right") for each Common Share, $.01 par value, of the Company (the "Common
Stock") outstanding as of the close of business on December 16, 1998 (the
"Record Date"). Except as set forth below, each Right, when it becomes
exercisable, entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock, par
value $.01 per share (the "Preferred Stock"), at a price of $200.00 per one
one-hundredth of a share of Preferred Stock (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a
Shareholder Rights Agreement, dated as of December 16, 1998 (the "Shareholder
Rights Agreement"), between the Company and BankBoston, N.A. (the "Rights
Agent").

     The Rights are attached to all certificates representing outstanding shares
of Common Stock, and no separate Right Certificates (as hereinafter defined)
have been distributed. The Rights will separate from the shares of Common Stock
on the earliest to occur of (i) the first date of public announcement that a
person or "group" has acquired beneficial ownership of securities having 15% or
more of the voting power of all outstanding voting securities of the Company (as
hereinafter defined); or (ii) ten (10) business days (or such later date as the
Board of Directors of the Company may determine) following the commencement of,
or announcement of an intention to commence, a tender offer or exchange offer
the consummation of which would result in a 



                                      -1-


person or group becoming an Acquiring Person (the earliest of such dates being
called the "Distribution Date"). A person or group whose acquisition of voting
securities causes a Distribution Date pursuant to clause (i) above is an
"Acquiring Person". The first date of public announcement that a person or group
has become an Acquiring Person is the "Stock Acquisition Date".

     The Rights Agreement provides that until the Distribution Date the Rights
will be transferred with and only with the shares of Common Stock. From as soon
as practicable after the Record Date and until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Stock certificates issued
upon transfer or new issuance of shares of Common Stock will contain a notation
incorporating the Shareholder Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for shares of Common Stock
outstanding as of the Record Date, even without such notation, will also
constitute the transfer of the Rights associated with the shares of Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the shares of Common Stock
as of the close of business on the Distribution Date (and to each initial record
holder of certain shares of Common Stock issued after the Distribution Date),
and such separate Right Certificates alone will evidence the Rights.

     The Rights are not exercisable until the Distribution Date and will expire
at 5:00 P.M., New York, New York time, on December 16, 2008, unless earlier
redeemed by the Company as described below.

     In the event that any person becomes an Acquiring Person, each holder of a
Right will have (subject to the terms of the Shareholder Rights Agreement) the
right (the "Flip-In Right") to receive upon exercise the number of shares of
Common Stock, or, in the discretion of the Board of Directors of the Company,
the number of one one-hundredths of a share of Preferred Stock (or, in certain
circumstances, other securities of the Company) having a value (immediately
prior to such triggering event) equal to two times the Purchase Price.
Notwithstanding the foregoing, following the occurrence of the event described
above, all Rights that are, or (under certain circumstances specified in the
Shareholder Rights Agreement) were, beneficially owned by any Acquiring Person
or any affiliate or associate thereof will be null and void.

    In the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction in
which the holders of all of the outstanding shares of Common Stock immediately
prior to the consummation of the transaction are not the holders of all of the
surviving corporation's voting power, or (ii) more than 50% of the Company's
assets or earning power is sold or transferred, in either case with or to an
Acquiring Person, or, if in such transaction all 



                                      -2-


holders of shares of Common Stock are not offered the same consideration, any
other person, then each holder of a Right (except Rights which previously have
been voided as set forth above) shall thereafter have the right (the "Flip-Over
Right") to receive, upon exercise, shares of common stock of the acquiring
company having a value equal to two times the Purchase Price. The holder of a
Right will continue to have the Flip-Over Right whether or not such holder
exercises or surrenders the Flip-In Right.

     The Purchase Price payable, and the number of one-hundredths of a share of
Preferred Stock or other securities issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
shares of Preferred Stock, (ii) upon the grant to holders of the shares of
Preferred Stock of certain rights or warrants to subscribe for or purchase
shares of Preferred Stock at a price, or securities convertible into shares of
Preferred Stock with a conversion price, less than the then current market price
of the shares of Preferred Stock or (iii) upon the distribution to holders of
the shares of Preferred Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of rights or warrants (other than those
referred to above).

     The Purchase Price payable, and the number of one-hundredths of a share of
Preferred Stock or other securities issuable, upon exercise of the Rights are
also subject to adjustment in the event of a stock split of the shares of Common
Stock, or a stock dividend on the shares of Common Stock payable in shares of
Common Stock, or subdivisions, consolidations or combinations of the shares of
Common Stock occurring, in any such case, prior to the Distribution Date.

     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional one-hundredths of a share of Preferred Stock
will be issued, and in lieu thereof, an adjustment in cash will be made based on
the market price of the shares of Preferred Stock on the last trading day prior
to the date of exercise.

     At any time prior to the earlier to occur of (i) a person becoming an
Acquiring Person or (ii) the expiration of the Rights, the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"), which redemption shall be effective upon the action of the
Board of Directors of the Company. Additionally, the Company may redeem the then
outstanding Rights in whole, but not in part, at the Redemption Price after the
triggering of the Flip-In Right and before the expiration of any period during
which the Flip-In Right may be exercised (i) in connection with a merger or
other business combination transaction or series of transactions involving the
Company in which all holders of shares of Common Stock are offered the same
consideration but not involving an Acquiring Person, (ii) following an event
giving rise to, and the expiration of the exercise period for, the Right if and
for as 



                                      -3-


long as no person beneficially owns securities representing 15% or more of the
voting power of the Company's voting securities or (iii) if the Acquiring Person
reduces his ownership below 5% in transactions not involving the Company. The
redemption of Rights described in the preceding sentence shall be effective only
as of such time when the Right is not exercisable, and in any event, only after
10 business days' prior notice. Upon the effective date of the redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.

     The shares of Preferred Stock purchasable upon exercise of the Rights will
be non-redeemable and junior to any other series of preferred stock the Company
may issue (unless otherwise provided in the terms of such stock). Each share of
Preferred Stock will have a preferential quarterly dividend in an amount equal
to 100 times the dividend declared on each share of Common Stock, but in no
event less than $25 (the equivalent of $.25 per share of common stock). In the
event of liquidation, the holders of Preferred Stock will receive a preferred
liquidation payment equal to the greater of 100 times $150 or 100 times the
payment made per each share of Common Stock. Each share of Preferred Stock will
have 100 votes, voting together with the shares of Common Stock. In the event of
any merger, consolidation or other transaction in which shares of Common Stock
are exchanged, each share of Preferred Stock will be entitled to receive 100
times the amount and type of consideration received per share of Common Stock.
The rights of the Preferred Stock as to dividends, liquidation and voting, and
in the event of mergers and consolidations, are protected by customary
anti-dilution provisions. Fractional shares of Preferred Stock will be issuable;
however, the Company may elect to distribute depositary receipts in lieu of such
fractional shares. In lieu of fractional shares other than fractions that are
multiples of one one-hundredth of a share, an adjustment in cash will be made
based on the market price of the Preferred Stock on the last trading date prior
to the date of exercise.

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders of the Company, stockholders may, depending upon the
circumstances, recognize taxable income should the Rights become exercisable or
upon the occurrence of certain events thereafter.

     A copy of the Shareholder Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to the Company's Registration
Statement on Form 8-A. A copy of the Shareholder Rights Agreement is available
free of charge from the Company. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Shareholder Rights Agreement, which is incorporated herein by reference.





                                      -4-