<PAGE>



                                RIGHTS AGREEMENT

                           dated as of August 8, 1990

                                     between

                             HUNT MANUFACTURING CO.

                                       and


                            MELLON BANK (EAST), N.A.

                                       as

                                  Rights Agent




<PAGE>





                                Table of Contents
<TABLE>
<CAPTION>

                                                                                                  Page

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

Exhibit A     --   Designation of Powers, Preferences, Rights and
                      Qualifications of Preferred Stock

Exhibit B     --   Form of Summary of Rights and Rights Agreement

Exhibit C     --   Form of Rights Certificate


<PAGE>




                                RIGHTS AGREEMENT


                  RIGHTS AGREEMENT, dated as of August 8, 1990 (the
"Agreement"), between HUNT MANUFACTURING CO., a Pennsylvania corporation (the
"Company"), and MELLON BANK (EAST), N.A., a national banking corporation
("Rights Agent").

                               W I T N E S S E T H

                  WHEREAS, on August 8, 1990 (the "Rights Dividend Declaration
Date"), the Board of Directors of the Company authorized and declared a dividend
distribution of one Right for each Common Share, $.10 par value, (the "Common
Stock") of the Company outstanding at the close of business on August 22, 1990
(the "Record Date"), and has authorized the issuance of one Right (as such
number may hereinafter be adjusted pursuant to the provisions of Section 11(p)
hereof) for each share of Common Stock of the Company issued between the Record
Date (whether originally issued or delivered from the Company's treasury) and
the Distribution Date, each Right initially representing the right to purchase,
upon the terms and subject to the conditions hereinafter set forth, one
one-thousandth of a share of Series A Junior Participating Preferred Stock of
the Company having the rights, powers and preferences set forth in the
Designation of Powers, Preferences, Rights and Qualifications attached hereto as
Exhibit A (the "Rights");

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

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


         (a) "Acquiring Person" shall mean any Person who or which, together
with all Affiliates and Associates of such Person, shall be the Beneficial Owner
of 15% or more of the shares of Common Stock then outstanding; provided that any
of the following Persons who without reference to this proviso would otherwise
be an Acquiring Person shall not be an Acquiring Person for purposes of this
definition:

         (i)      the Company, any Subsidiary of the Company, any employee
                  benefit plan of the Company or of any Subsidiary of the
                  Company, and any Person or entity organized, appointed or
                  established by the Company for or pursuant to the terms of any
                  such plan;

                                       1
<PAGE>

         (ii)     any Person who or which is an individual, a trust (other than
                  a business trust) or an estate (including any trustee,
                  executor or administrator of such a trust or estate in its or
                  his capacity as such) who or which, as of June 20, 1990, was
                  the beneficial owner of shares of Common Stock, and any
                  individual, trust or estate (including any trustee, executor
                  or administrator thereof) who or which thereafter acquired or
                  acquires beneficial ownership of shares of Common Stock
                  directly or indirectly from such individual, trust or estate
                  by gift, devise, bequest or pursuant to the laws of descent
                  and distribution or, in the case of a trustee, executor or
                  administrator, by succession, or pursuant to any employee
                  benefit plans of the Company or any Subsidiary of the Company;
                  provided, however, that this clause (ii) shall not exclude
                  from the definition of "Acquiring Person" any such individual,
                  trust or estate or successor who or which, together with all
                  Affiliates and Associates, shall become after June 20, 1990
                  the beneficial owner of 5% or more of the then outstanding
                  Common Stock, excluding from the calculation of that
                  percentage any shares of Common Stock beneficially owned by
                  such Person or Persons on June 20, 1990 and any shares
                  subsequently acquired by such Person or Persons by gift,
                  devise, bequest or pursuant to the laws of the descent and
                  distribution or, in the case of a trustee, executor or
                  administrator, by succession, or pursuant to any employee
                  benefit plans of the Company or any Subsidiary of the Company;
                  or

         (iii)    any Person who or which shall have executed a written
                  agreement with the Company (approved by at least a majority of
                  the members of the Company's Board of Directors who are not
                  representatives, nominees, Affiliates or Associates of such
                  Person) prior to the date on which such Person (together with
                  its Affiliates and Associates) became the Beneficial Owner of
                  15% or more of the shares of Common Stock then outstanding and
                  which agreement imposes one or more thresholds on the amount
                  of such Person's Beneficial Ownership of shares of Common
                  Stock, if, and so long as the thresholds continue to be
                  binding on such Person and such Person is in substantial
                  compliance (as determined by at least a majority of the
                  members of the Company's Board of Directors who are not
                  representatives, nominees, Affiliates or Associates of such
                  Person, in their discretion) with the terms of such written
                  agreement or of any amendment thereto, which amendment is
                  approved by at least a majority of the members of the
                  Company's Board of Directors who are not representatives,
                  nominees, Affiliates or Associates of such Person; provided,
                  however, that no amendment of any such agreement shall cure
                  any prior breach of such agreement or any amendment thereto.

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

         (c) "Adverse Person" shall have the meaning set forth in Section
11(a)(ii)(B) hereof.

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

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

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

                                       2
<PAGE>

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

         (iii)    which are beneficially owned, directly or indirectly, by any
                  other Person (or any Affiliate or Associate thereof) with
                  which such Person (or any of such Person's Affiliates or
                  Associates) has any agreement, arrangement or understanding
                  (whether or not in writing), for the purpose of acquiring,
                  holding, voting (except pursuant to a revocable proxy as
                  described in the proviso to subparagraph (ii) of this
                  paragraph (e)) or disposing of any voting securities of the
                  Company; provided, however, that nothing in this subsection
                  (e) shall cause a person engaged in business as an underwriter
                  of securities to be the "Beneficial Owner" of, or to
                  "beneficially own," any securities acquired through such
                  person's participation in good faith in a firm commitment
                  underwriting until the expiration of forty days after the date
                  of such acquisition.

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

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

         (h) "Common Stock" shall mean the Common Shares, $.10 par value, of the
Company, except that "Common Stock" when used with reference to any Person other
than the Company shall mean the capital stock of such Person with the greatest
voting power, or the equity securities or other equity interest having power to
control or direct the management, of such Person.

         (i) "common stock equivalents" shall have the meaning set forth in
Section 11(a)(iii) hereof.

         (j) "Continuing Director" shall mean (i) any member of the Board of
Directors of the Company, while such Person is a member of the Board, who is not
an Acquiring Person, an Adverse Person or an Affiliate or Associate of an
Acquiring Person or an Adverse Person, or a representative of an Acquiring
Person, an Adverse Person or of any such Affiliate or Associate, and was a
member of the Board prior to the date of this Agreement, or (ii) any Person who
subsequently becomes a member of the Board, while such Person is a member of the
Board, who is not an Acquiring Person, an Adverse Person or an Affiliate or
Associate of an Acquiring Person or an Adverse Person, or a representative of an
Acquiring Person, an Adverse Person or of any such Affiliate or Associate, if
such Person's nomination for election or election to the Board is recommended or
approved by a majority of the Continuing Directors.

         (k) "current market price" shall have the meaning set forth in Section
11(d) hereof.

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

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

         (n) "equivalent preferred stock" shall have the meaning set forth in
Section 11(b) hereof.

         (o) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended and in effect on the date of this Agreement.

         (p) "Exchange Share" and "Exchange Value" shall have the meanings set
forth in Section 23(d) hereof.

                                       3
<PAGE>

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

         (r) "Final Expiration Date" shall mean the close of business on
December 31, 2000.

         (s) "NASDAQ" shall have the meaning set forth in Section 4(a) hereof.

         (t) "Ownership Limitation" shall have the meaning set forth in Section
11(a)(ii)(B) hereof.

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

         (v) "Preferred Stock" shall mean shares of Series A Junior
Participating Preferred Shares, $.10 par value, of the Company, and, to the
extent that there are not a sufficient number of shares of Series A Junior
Participating Preferred Shares authorized to permit the full exercise of the
Rights, any other series of Preferred Shares, par value $.10, of the Company
designated for such purpose containing terms substantially similar to the terms
of the Series A Junior Participating Preferred Shares.

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

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

         (y) "Record Date" shall mean August 8, 1990.

         (z) "Redemption Price" shall have the meaning set forth in Section
23(a) hereof.

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

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

         (cc) "Rights Dividend Declaration Date" shall mean August 8, 1990.

         (dd) "Section 11(a)(ii) Event" shall mean any event described in
Section 11(a)(ii)(A) or (B).

         (ee) "Section (11)(a)(ii) Trigger Date" shall have the meaning set
forth in Section 11(a)(iii) hereof.

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

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

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

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

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

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

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

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


         Section 2. Appointment of Rights Agent. The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights 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.

                                       4
<PAGE>

         Section 3. Issue of Rights Certificates.

          (a)  Until the date that is the earliest of:

                  (i) the close of business on the tenth business day after the
         Stock Acquisition Date (or, if the tenth business day after the Stock
         Acquisition Date occurs before the Record Date, the close of business
         on the Record Date);

                  (ii) the close of business on the tenth business day after the
         date that a tender or exchange offer by any Person (other than the
         Company, any Subsidiary of the Company, any employee benefit plan of
         the Company or of any Subsidiary of the Company, or any Person or
         entity organized, appointed or established by the Company for or
         pursuant to the terms of any such plan) is first published or sent or
         given within the meaning of Rule 14d-2(a) of the General Rules and
         Regulations under the Exchange Act, if upon purchase of all securities
         sought thereby, such Person would be the Beneficial Owner of 15% or
         more of the shares of Common Stock then outstanding, unless the tender
         offer or exchange offer is for all outstanding shares of Common Stock
         at a price and on terms determined (as set forth in Section
         11(a)(ii)(A)) by at least a majority of the members of the Board of
         Directors who are not officers of the Company and who are not
         representatives, nominees, Affiliates or Associates of an Acquiring
         Person, after receiving advice from one or more investment banking
         firms, to be (1) fair to stockholders (taking into account all factors
         which such members of the Board, in their discretion, deem relevant and
         (2) otherwise in the best interests of the Company and its stockholders
         (also taking into account, to the extent that such members in their
         discretion deem relevant, the interests of employees, suppliers,
         customers, creditors, communities in which offices or other
         establishments of the Company are located, and its other
         constituencies), or

                  (iii) the close of business on the tenth day after a person
         becomes an Adverse Person pursuant to the criteria set forth in
         11(a)(ii)(B).

or, with respect to (i) and (ii) above, such later date or dates as the Board of
Directors may designate, which designation following the first occurrence of an
event set forth in clause (x) or (y) of the second proviso to Section 23(a)
hereof, shall be effective only if there are Continuing Directors, a majority of
whom shall have approved such later date; provided, however, that if such later
date or dates are designated, such designations shall be made on or prior to the
date which would otherwise have been controlling, (the earliest of (i), (ii)
(subject to any such delay of (i) or (ii)) or (iii) being herein referred to as
the "Distribution Date"),

         then, (x) subject to the provisions of paragraph (b) of this Section 3,
the Rights will be evidenced by the certificates for the Common Stock registered
in the names of the holders of the Common Stock (which certificates for Common
Stock shall be deemed also to be certificates for Rights) and not by separate
certificates, and (y) the Rights will be transferable only in connection with
the transfer of the underlying shares of Common Stock (including a transfer to
the Company).

         As soon as practicable after the Distribution Date, the Rights Agent
will send by first-class, insured, postage prepaid mail, to each record holder
of the Common Stock as of the close of business on the Distribution Date, at the
address of such holder shown on the records of the Company, one or more Rights
Certificates, evidencing one Right for each share of Common Stock so held,
subject to adjustment as provided herein. In the event that an adjustment in the
number of Rights per share of Common Stock has been made pursuant to Section
11(p) hereof, at the time of distribution of the Rights Certificates, the
Company shall, unless prohibited by the terms of any agreement to which the
Company is a party on the date of this Rights Agreement (or, if a majority of
the then Continuing Directors so agree, after the date of this Agreement), make
the necessary and appropriate rounding adjustments (in accordance with Section
14(a) hereof) so that Rights Certificates representing only whole numbers of
Rights are distributed and cash is paid in lieu of any fractional Rights, except
that if the Company is prohibited from paying cash in lieu of fractional Rights,
then the Company shall round the fractional Rights to the next highest number of
whole Rights so that Rights Certificates represent only whole numbers of Rights.
As of and after the Distribution Date, the Rights will be evidenced solely by
such Rights Certificates.

                                       5
<PAGE>

         (b) As promptly as practicable following the Record Date, the Company
will send a copy of the Summary of Rights and Rights Agreement, in substantially
the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class,
postage prepaid mail, to each record holder of Common Stock as of the close of
business on the Record Date, at the address of such holder shown on the records
of the Company. Until the earlier of the Distribution Date or the Expiration
Date, the transfer of any certificates representing shares of Common Stock in
respect of which Rights have been issued shall also constitute the transfer of
the Rights associated with such shares of Common Stock.

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

                           This certificate also evidences and entitles the
                  holder hereof to certain Rights as set forth in the Rights
                  Agreement between Hunt Manufacturing Co. (the "Company") and
                  Mellon Bank (East), N.A. (the "Rights Agent") dated as of
                  August 8, 1990, as the same may be amended (the "Rights
                  Agreement"), the terms of which are hereby incorporated herein
                  by reference and a copy of which is on file at the principal
                  offices of the Company. Under certain circumstances, as set
                  forth in the Rights Agreement, such Rights will be evidenced
                  by separate certificates and will no longer be evidenced by
                  this certificate. The Company will mail to the holder of this
                  certificate a copy of the Rights Agreement, as in effect on
                  the date of mailing, without charge promptly after receipt of
                  a written request therefor. Under certain circumstances set
                  forth in the Rights Agreement, Rights issued to, or held by,
                  any Person who is, was or becomes an Acquiring Person or
                  Adverse Person or any Affiliate or Associates thereof (as such
                  terms are defined in the Rights Agreement), whether currently
                  held by or on behalf of such Person or any subsequent holder,
                  will become null and void.

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

         Section 4. Form of Rights Certificates.

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

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

                                       6
<PAGE>

                  The Rights represented by this Rights Certificate are or were
                  beneficially owned by a Person who was or became an Acquiring
                  Person or Adverse Person or an Affiliate or Associate of an
                  Acquiring Person or Adverse Person (as such terms are defined
                  in the Rights Agreement between Hunt Manufacturing Co. and
                  Mellon Bank (East), N.A. dated as of August 8, 1990, as the
                  same may be amended). Accordingly, this Rights Certificate and
                  the Rights represented hereby may become null and void in the
                  circumstances specified in Section 7(e) of such Agreement.

         Section 5. Countersignature and Registration.

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

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

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

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

                                       7
<PAGE>

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

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

         (a) Subject to Section 7(e) hereof, the registered holder of any Rights
Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein including, without limitation, the restrictions on
exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a)
hereof) in whole or in part at any time after the Distribution Date upon
surrender of the Rights Certificate, with the form of election to purchase and
the certificate on the reverse side thereof duly executed, to the Rights Agent
at the principal office or offices of the Rights Agent designated for such
purpose, together with payment of the aggregate purchase Price with respect to
the total number of one one-thousandths of a share of Preferred Stock (or other
securities, cash or other assets, as the case may be) as to which such
surrendered Rights are then exercisable, at or prior to the earliest of (i) the
Final Expiration Date, (ii) any expiration of the Rights pursuant to Section
13(d), or (iii) the time at which the Rights are redeemed as provided in Section
23 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the
"Expiration Date").

         (b) The Purchase Price for each one one-thousandth of a share of
Preferred Stock pursuant to the exercise of a Right shall initially be $60 and
shall be subject to adjustment from time to time as provided in Sections 11 and
13(a) hereof and shall be payable in accordance with paragraph (c) below.

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

                                       8
<PAGE>

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

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

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

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

                                       9
<PAGE>

         Section 9. Reservation and Availability of Capital Stock.

         (a) Subject to the provisions of this Agreement (including, without
limitation, Section 11(a)(iii) hereof), the Company covenants and agrees that it
will cause to be reserved and kept available out of its authorized and unissued
shares of Preferred Stock (and, following the occurrence of a Triggering Event,
out of its authorized and unissued shares of Common Stock and/or other
securities or out of its authorized and issued shares held in its treasury), the
number of shares of Preferred Stock (and, following the occurrence of a
Triggering Event, Common Stock and/or other securities) that will be sufficient
to permit the exercise in full of all outstanding Rights pursuant to the terms
of this Agreement.

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

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

                                       10
<PAGE>

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

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

         Section 10. Preferred Stock Record Date. Each person in whose name any
certificate for a number of one one-thousandths of a share of Preferred Stock
(or Common Stock and/or other securities, as the case may be) is issued upon the
exercise of Rights shall for all purposes be deemed to have become the holder of
record of such fractional shares of Preferred Stock (or Common Stock and/or
other securities, as the case may be) represented thereby as of the close of
business on, and such certificate shall be dated, the date upon which the Rights
Certificate evidencing such Rights was duly surrendered and payment of the
Purchase Price (and all applicable transfer taxes) was made; provided, however,
that if the date of such surrender and payment is a date upon which the
Preferred Stock (or Common Stock and/or other securities, as the case may be)
transfer books of the Company are closed, such Person shall be deemed to have
become the record holder of such shares (fractional or otherwise) on, and such
certificate shall be dated, the next succeeding Business Day on which the
Preferred Stock (or Common Stock and/or other securities, as the case may be)
transfer books of the Company are open.

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

                  (a) (i) In the event the Company shall at any time after the
         date of this Agreement (A) declare a dividend on the Preferred Stock
         payable in shares of Preferred Stock, (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 sub-division, combination or
         reclassification, and the number and kind of shares of Preferred Stock
         or other capital stock, as the case may be, issuable on such date,
         shall be proportionately adjusted so that the holder of any Right
         exercised after such time shall be entitled to receive, upon payment of
         the Purchase Price then in effect, the aggregate number and kind of
         shares of Preferred Stock or other capital stock, as the case may be,
         which, if such Right had been exercised immediately prior to such date
         and at a time when the Preferred Stock transfer books of the Company
         were open, he would have owned upon such exercise and been entitled to
         receive by virtue of such dividend, subdivision, combination or
         reclassification. If an event occurs which would require an adjustment
         under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the
         adjustment provided for in this Section 11(a)(i) shall be in addition
         to, and shall be made prior to, any adjustment required pursuant to
         Section 11(a)(ii) hereof.

                                       11
<PAGE>

                  (ii) In the event that:

                  (A) any Person shall, at any time after the Rights Dividend
         Declaration Date, be or become an Acquiring Person, unless the event
         causing such Person to have become an Acquiring Person is a transaction
         set forth in Section 13(a) hereof, or is an acquisition of shares of
         Common Stock pursuant to a tender offer or an exchange offer for all
         outstanding shares of Common Stock at a price and on terms determined
         by at least a majority of the members of the Board of Directors who are
         not officers of the Company and who are not representatives, nominees,
         Affiliates or Associates of an Acquiring Person, after receiving advice
         from one or more investment banking firms, to be (x) fair to
         stockholders (taking into account all factors which such members of the
         Board deem relevant) and (y) otherwise in the best interests of the
         Company and its stockholders (also taking into account to the extent
         that such members in their discretion deem relevant, the interests of
         employees, suppliers, customers, creditors, communities in which
         offices or other establishments of the Company are located, and its
         other constituencies), or

                  (B) (1) at least a majority of the Board of Directors who are
         not officers of the Company and who are not representatives, nominees,
         Affiliates or Associates of a specified Person, after reasonable
         inquiry and investigation, including consultation with such persons as
         such directors shall have deemed appropriate, shall determine that (x)
         Beneficial Ownership by such Person of an amount of Common Stock
         exceeding the Ownership Limitation (as hereinafter defined) is, or
         would likely be, intended to cause the Company to repurchase the Common
         Stock beneficially owned by such Person or to cause pressure on the
         Company to take action or enter into a transaction or series of
         transactions intended to provide such Person with short-term financial
         gain under circumstances where a majority of such disinterested
         directors has determined that the best long-term interests of the
         Company and its stockholders (also taking into account, to the extent
         that such directors in their discretion deem relevant, the interests of
         employees, suppliers, customers, creditors, communities in which
         offices or other establishments of the Company are located, and its
         other constituencies) would not be served by taking such action or
         entering into such transactions or series of transactions at that time
         or (y) Beneficial Ownership by such Person of an amount of Common Stock
         exceeding the Ownership Limitation is causing or reasonably likely to
         cause a material adverse impact (including, but not limited to,
         impairment of relationships with customers, suppliers or creditors, or
         impairment of the Company's ability to maintain its competitive
         position) on the business or prospects of the Company (provided,
         however, no such determination as provided in (x) or (y) above shall be
         made with respect to any Person who or which shall have executed a
         written agreement with the Company (approved by at least a majority of
         the members of the Company's Board of Directors who are not
         representatives, nominees, Affiliates or Associates of such Person)
         which imposes one or more thresholds on the amount of such Person's
         Beneficial Ownership of shares of Common Stock, if, and so long as the
         thresholds continue to be binding on such Person and such Person is in
         substantial compliance (as determined by at least a majority of the
         members of the Company's Board of Directors who are not
         representatives, nominees, Affiliates or Associates of such Person, in
         their discretion) with the terms of such written agreement or of any
         amendment thereto, which amendment is approved by at least a majority
         of the members of the Company's Board of Directors who are not
         representatives, nominees, Affiliates or Associates of such Person
         (provided, however, that no amendment of any such agreement shall cure
         any prior breach of such agreement or ------- ------- any amendment
         thereto,)); (2) a majority of the Board of Directors who are not
         officers of the Company and who are not representatives, nominees,
         Affiliates or Associates of such specified Person shall designate a
         specific limitation on the amount of Common Stock which such specified
         Person may beneficially own, which amount (the "Ownership Limitation")
         may be less than, equal to, or more than the amount of shares of Common
         Stock then owned by such Person, but shall in no event be less than 10%
         of the Common Stock then outstanding; and (3) such specified Person,
         together with his or its Affiliates and Associates, shall (before or
         after the occurrence of (1) and (2) above) beneficially own a number of
         shares of Common Stock that exceeds the Ownership Limitation (a
         specified Person meeting the requirements of clauses (1), (2) and (3)
         of this Section 11(a)(ii)(B) being referred to as an "Adverse Person"),

                                       12
<PAGE>

         then, promptly following the first occurrence of any Section 11(a)(ii)
         Event, each holder of a Right (except as provided below and in Section
         7(e) hereof) shall thereafter have the right to receive, upon exercise
         thereof at the then current Purchase Price in accordance with the terms
         of this Agreement, in lieu of a number of one one-thousandths of a
         share of Preferred Stock, such number of shares of Common Stock of the
         Company as shall equal the result obtained by (x) multiplying the then
         current Purchase Price by the then number of one one-thousandths of a
         share of Preferred Stock for which one Right was exercisable
         immediately prior to the first occurrence of a Section 11(a)(ii) Event,
         and (y) dividing that product (which, following such first occurrence,
         shall thereafter be referred to as the "Purchase Price" for each Right
         and for all purposes of this Agreement) by 50% of the current market
         price (determined pursuant to Section 11(d) hereof) per share of Common
         Stock on the date of such first occurrence (such number of shares
         issuable upon the exercise of a Right being referred to herein as the
         "Adjustment Shares").

                  (iii) Unless at least a majority of the members of the
         Company's Board of Directors who are not officers of the Company and
         who are not representatives, nominees, Affiliates or Associates of an
         Acquiring Person or an Adverse Person determine that the following is
         not permitted by the terms of any agreement or instrument to which the
         Company is a party on the date of this Agreement (or, if a majority of
         the then Continuing Directors so agree, after the date of this
         Agreement), then in the event that the number of shares of Common Stock
         which are authorized by the Company's articles or certificate of
         incorporation but not outstanding or reserved for issuance for purposes
         other than upon exercise of the Rights are not sufficient to permit the
         exercise in full of the Rights in accordance with the foregoing
         subparagraph (ii) of this Section 11(a), the Company shall: (A)
         determine the excess of (1) the value of the Adjustment Shares issuable
         upon the exercise of a Right (the "Current Value") over (2) the
         Purchase Price (such excess being referred to herein as the "Spread"),
         and (B) with respect to each Right, make adequate provision to
         substitute for the Adjustment Shares, upon payment of the applicable
         Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3)
         Common Stock or other equity securities of the Company (including,
         without limitation, shares, or units of shares, of preferred stock
         which the Board of Directors of the Company has deemed to have
         substantially the same value as shares of Common Stock (such shares of
         preferred stock being referred to herein as "common stock
         equivalents")), (4) debt securities of the Company, (5) other assets,
         or (6) any combination of the foregoing, having an aggregate value
         equal to the Current Value, where such aggregate value has been
         determined by the Board of Directors of the Company based upon the
         advice of a nationally recognized investment banking firm selected by
         the Board of Directors of the Company; provided, however, if the
         Company shall not have made adequate provision to deliver value
         pursuant to clause (B) above within thirty (30) days following the
         later of (x) the first occurrence of a Section 11(a)(ii) Event and (y)
         the date on which the Company's right of redemption pursuant to Section
         23(a) expires (the later of (x) and (y) being referred to herein as the
         "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated
         to deliver, upon the surrender for exercise of a Right and without
         requiring payment of the Purchase Price, shares of Common Stock (to the
         extent available) and then, if necessary, cash, which shares and/or
         cash have an aggregate value equal to the Spread. If the Board of
         Directors of the Company shall determine in good faith that it is
         likely that sufficient additional shares of Common Stock could be
         authorized for issuance upon exercise in full of the Rights, the thirty
         (30) day period set forth above may be extended to the extent
         necessary, but not more than ninety (90) days after the Section
         11(a)(ii) Trigger Date, in order that the Company may seek shareholder
         approval for the authorization of such additional shares (such period,
         as it may be extended, the "Substitution Period"); provided, however,
         that there shall be no obligation on the part of the Company so to seek
         authorization of such additional shares. To the extent that the Company
         determines that some action need be (and may be) taken pursuant to the
         first and/or second sentences of this Section 11(a)(iii), the Company
         (x) shall provide, subject to Section 7(e) hereof, that such action
         shall apply uniformly to all outstanding Rights, and (y) may suspend
         the exercisability of the Rights until the expiration of the
         Substitution Period in order to seek any authorization of additional
         shares and/or to decide the appropriate form of distribution to be made
         pursuant to such first sentence and to determine the value thereof. In
         the event of any such suspension, the Company shall issue a public
         announcement stating that the exercisability of the Rights has been
         temporarily suspended, as well as a public announcement at such time as
         the suspension is no longer in effect. For purposes of this Section
         11(a)(iii), the value of a share of Common Stock shall be the current
         market price (as determined pursuant to Section 11(d) hereof) per share
         of the Common Stock on the Section 11(a)(ii) Trigger Date and the value
         of any "common stock equivalent" shall be deemed to have the same value
         as the Common Stock on such date.

                                       13
<PAGE>

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

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

                                       14
<PAGE>

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

                                       15
<PAGE>

                  (ii) For the purpose of any computation hereunder, the
         "current market price" per share of Preferred Stock shall be determined
         in the same manner as set forth above for the Common Stock in clause
         (i) of this Section 11(d) (other than the last sentence thereof). If
         the current market price per share of Preferred Stock cannot be
         determined in the manner provided above or if the Preferred Stock not
         publicly held or listed or traded in a manner described in clause (i)
         of this Section 11(d), the "current market price" per share of
         Preferred Stock shall be conclusively deemed to be an amount equal to
         1000 (as such number may be appropriately adjusted for such events as
         stock splits, stock dividends and recapitalizations with respect to the
         Preferred Stock or Common Stock occurring after the date of this
         Agreement) multiplied by the current market price per share of the
         Common Stock. If neither the Common Stock nor the Preferred Stock is
         publicly held or so listed or traded, "current market price" per share
         of the Preferred Stock shall mean the fair value per share as
         determined in good faith by the Board of Directors of the Company,
         whose determination shall be described in a statement filed with the
         Rights Agent and shall be conclusive for all purposes. For all purposes
         of this Agreement, the "current market price" of one one-thousandth of
         a share of Preferred Stock shall be equal to the "current market price"
         of one share of Preferred Stock divided by 1000.

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

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

         (g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-thousandths 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.

                                       16
<PAGE>

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

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

                                       17
<PAGE>

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

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

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

         (m) Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that in their good faith judgment the Board of Directors of the
Company shall determine to be advisable in order that any (i) consolidation or
subdivision of the 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 stockholders.

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

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

                                       18
<PAGE>

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

         (q) The failure by the directors, pursuant to Section 11(a)(ii)(B)
hereof, to determine a Person to be an Adverse Person following such Person's
(alone or together with the Affiliates and Associates of such Person) becoming
the Beneficial Owner of 10% or more of the Common Stock then outstanding shall
not limit the directors' right at any time in the future to declare such Person
or, subject to Section 11(a)(ii)(B) hereof, any other Person to be an Adverse
Person. Further, nothing contained in this Agreement shall preclude a majority
of the directors who are not officers of the Company and who are not
representatives, nominees, Affiliates or Associates of a Person determined to be
an "Adverse Person" from determining to terminate such Person's status as an
"Adverse Person", but no such determination to terminate a Person's status as an
"Adverse Person" shall affect any Section 11(a)(ii) Event which shall have
occurred.

         Section 12. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an adjustment is made as provided in Section 11 and Section 13 hereof,
the Company shall (a) promptly prepare a certificate setting forth such
adjustment and a brief statement of the facts accounting for such adjustment,
(b) promptly file with the Rights Agent, and with each transfer agent for the
Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a
brief summary thereof to each holder of a Rights Certificate (or, if prior to
the Distribution Date, to each holder of a certificate representing shares of
Common Stock) in accordance with Section 25 hereof. The Rights Agent shall be
fully protected in relying on any such certificate and on any adjustment therein
contained.

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

                                       19
<PAGE>

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

                                       20
<PAGE>

         (b) "Principal Party" shall mean

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

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

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

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

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

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

                                       21
<PAGE>

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

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

         Section 14. Fractional Rights and Fractional Shares.

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

                                       22
<PAGE>

         (b) The Company shall, unless a majority of the then Continuing
Directors otherwise agree, issue fractions of shares of Preferred Stock upon
exercise of the Rights or distribute certificates which evidence fractional
shares of Preferred Stock. In the event the Company, with the concurrence of a
majority of the then Continuing Directors, determines not to issue fractional
shares of Preferred Stock, the Company shall pay to the registered holders of
Rights Certificates at the time such Rights are exercised as herein provided an
amount in cash equal to the same fraction of the current market value of a share
of Preferred Stock, or if the Company is prohibited from paying cash in lieu of
fractional shares, then such fractional shares shall be aggregated and
distributed to the Rights Agent to be sold in the open market and the proceeds
thereof distributed to the appropriate holders of Rights. For purposes of this
Section 14(b), the current market value 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,
unless a majority of the then Continuing Directors otherwise agree, issue
fractions of shares of Common Stock upon exercise of the Rights or distribute
certificates which evidence fractional shares of Common Stock (or other capital
stock, if applicable). In the event the Company, with the concurrence of a
majority of the then Continuing Directors, determines not to issue fractional
shares of Common Stock (or other capital stock, if applicable), the Company
shall pay to the registered holders of Rights Certificates at the time such
Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of a share of Common Stock (or other
capital stock, if applicable), or if the Company is prohibited from paying cash
in lieu of fractional shares, then such fractional shares shall be aggregated
and distributed to the Rights Agent to be sold in the open market and the
proceeds thereof distributed to the appropriate holders of Rights. For purposes
of this Section 14(c), the current market value of Common Stock (or other
capital stock, if applicable) shall be the closing price of a share of Common
Stock (or other capital stock, if applicable) (as determined pursuant to Section
11(d)(ii) hereof) for the Trading Day immediately prior to the date of such
exercise.

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

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

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

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

                                       23
<PAGE>

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

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

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

         Section 17. Rights Certificate Holder Not Deemed a Stockholder. No
holder, as such, of any Rights Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the number of one
one-thousandths of a share 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 Rights
Certificate be construed to confer upon the holder of any Rights Certificate, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as
provided in Section 24 hereof), or to receive dividends or subscription rights,
or otherwise, until the Right or Rights evidenced by such Rights Certificate
shall have been exercised in accordance with the provisions hereof.

         Section 18. Concerning the Rights Agent.

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

                                       24
<PAGE>

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

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

         (a) Any corporation into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Rights Agent or any
Successor Rights Agent shall be a party, or any corporation succeeding to the
corporate trust business of the Rights Agent or any successor Rights Agent,
shall be the successor to the Rights Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, however, that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of Section 21
hereof. In case at the time such successor Rights Agent shall succeed to the
agency created by this Agreement, any of the Rights Certificates shall have been
countersigned but not delivered, any such successor Rights Agent may adopt the
countersignature of a predecessor Rights Agent and deliver such Rights
Certificates so countersigned; and in case at that time any of the Rights
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Rights Certificates either in the name of the predecessor or in
the name of the successor Rights Agent; and in all such cases such Rights
Certificates shall have the full force provided in the Rights Certificates and
in this Agreement.

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

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

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

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

                                       25
<PAGE>

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

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

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

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

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

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

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

                                       26
<PAGE>

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

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

         Section 21. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon thirty (30) days' notice in writing mailed to the Company, and to each
transfer agent of the Common Stock and Preferred Stock, by registered or
certified mail, and to the holders of the Rights Certificates by first-class
mail. The Company may remove the Rights Agent or any successor Rights Agent upon
thirty (30) days' notice in writing, mailed to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the Common Stock
and Preferred Stock, by registered or certified mail, and to the holders of the
Rights Certificates by first-class mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall appoint
a successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of thirty (30) days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Rights Certificate (who shall, with such notice, submit his Rights Certificate
for inspection by the Company), then any registered holder of any Rights
Certificate may apply to any court of competent jurisdiction for the appointment
of a new Rights Agent. Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be a corporation organized and doing business
under the laws of the United States or of any state of the United States so long
as such corporation has an office in the city of New York, New York, is in good
standing, and is qualified to act as a transfer agent for equity securities
registered on the New York Stock Exchange or other securities exchange on which
equity securities of the Company are then registered. 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 of a
successor Rights Agent, the Company shall file notice thereof in writing with
the predecessor Rights Agent and each transfer agent of the Common Stock and the
Preferred Stock, and shall mail a notice thereof in writing to the registered
holders of the Rights Certificates. Failure to give any notice provided for in
this Section 21, however, or any defect therein, shall not affect the legality
or validity of the resignation or removal of the Rights Agent or the appointment
of the successor Rights Agent, as the case may be.

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

                                       27
<PAGE>

         Section 23. Redemption and Termination.

         (a) The Board of Directors of the Company may, at its option, redeem
all but not less than all 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 on or before the earlier of (i) the close of business on
the tenth business day following the Stock Acquisition Date (or, if the Stock
Acquisition Date shall have occurred prior to the Record Date, the close of
business on the tenth business day following the Record Date) or such later date
or dates as the Board of Directors, or any duly authorized committee thereof,
may designate; provided, however, that if such later date or dates are
designated, such designation shall be made on or prior to the date prior to
which redemption would otherwise be required, or (ii) the Final Expiration Date;
provided, however, if the Board of Directors of the Company authorizes
redemption of the Rights or designates an extension of the redemption period
pursuant to clause (i) above in either of the circumstances set forth in clauses
(x) and (y) below, then there must be Continuing Directors then in office and
such authorization shall require the concurrence of a majority of such
Continuing Directors: such authorization or designation occurs (x) on or after
the time a Person becomes an Acquiring Person, or (y) on or after the date of a
change (resulting from a proxy or consent solicitation) in a majority of the
directors in office at the commencement of such solicitation if any Person who
is a participant in such solicitation has stated (or, if upon the commencement
of such solicitation, a majority of the Continuing Directors has determined in
good faith) that such Person's (or any of its Affiliates or Associates) intends
to take, or may consider taking, any action which would result in such Person
becoming an Acquiring Person or an Adverse Person or which would cause the
occurrence of a Triggering Event unless, concurrent with such solicitation, such
Person (or one or more of its Affiliates or Associates) is making a cash tender
offer pursuant to a Schedule 14D-1 (or any successor form) filed with the
Securities and Exchange Commission for all outstanding shares of Common Stock
not beneficially owned by such Person (or by its Affiliates or Associates).
Notwithstanding the foregoing, the Board of Directors of the Company may not
redeem any Rights while any Person continues to retain the status of an Adverse
Person pursuant to Section 11(a)(ii)(B). The Company may, at its option, pay the
Redemption Price in cash, shares of Common Stock (based on the "current market
price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time
of redemption) or any other form of consideration deemed appropriate by the
Board of Directors and which does not violate the terms of any agreement to
which the Company is a party on the date of this Rights Agreement (or, if a
majority of the then Continuing Directors so agree, after the date of this
Agreement). Furthermore, if the Company shall determine to pay the redemption
price in Common Stock it may but shall not be required to issue fractional
shares and may aggregate fractional shares of Common Stock that would otherwise
be due to holders of Rights and distribute these shares to the Rights Agent to
be sold in the open market and the proceeds thereof shall be distributed to the
appropriate holders of Rights.

         (b) Notwithstanding anything contained in this Agreement to the
contrary, the Rights shall not be exercisable after the first occurrence of a
Section 11(a)(ii) Event or Section 13 Event until such time as the Company's
right of redemption hereunder, as extended (if applicable), has expired.

         (c) Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights, evidence of which shall have been
filed with the Rights Agent, and without any further action and without any
notice, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the Redemption Price for
each Right so held. Promptly after the action of the Board of Directors ordering
the redemption of the Rights, the Company shall give notice of such redemption
to the Rights Agent and the holders of the then outstanding Rights by mailing
such notice to all such holders at each holder's last address as it appears upon
the registry books of the Rights Agent or, prior to the Distribution Date, on
the registry books of the Transfer Agent for the Common Stock.

                                       28
<PAGE>

         (d) (i) Subject to the limitations of applicable law and to any
restrictions set forth in any agreements to which the Company is a party on the
date of this Rights Agreement (or, if a majority of the then continuing
Directors so agree, after the date of this Agreement), the Board of Directors
(but only if there are Continuing Directors and with the concurrence of a
majority of such Continuing Directors) of the Company may, at its option, at any
time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of
the then outstanding and exercisable Rights (which shall not include Rights that
have become void pursuant to the provisions of Section 7(e) hereof) for (1) one
share of Common Stock of the Company for each Right so exchanged (such share of
Common Stock issuable in exchange for one Right being referred to herein as an
"Exchange Share"), or (2) Substitute Consideration, as that term is defined
below. The Board of Directors may determine (with the consent of a majority of
the Continuing Directors) whether to deliver Exchange Shares or Substitute
Consideration. Notwithstanding the foregoing, the Board of Directors shall not
be empowered to effect such exchange at any time after any Acquiring Person or
Adverse Person (together with all Affiliates and Associates of such Acquiring
Person or Adverse Person) becomes the Beneficial Owner of shares of Common Stock
entitled to cast 50% or more of the aggregate number of votes entitled to be
cast by all shares of Common Stock then outstanding.

         In the event that the Board of Directors shall determine to deliver
Substitute Consideration in exchange for Rights, the Company shall (1) determine
the value of the Exchange Shares (the "Exchange Value"), and (2) with respect to
each Right to be exchanged, make adequate provision to substitute for the
Exchange Share the following (the "Substitute Consideration"): (v) cash, (w)
common stock equivalents (as that term is defined in Section 11(a)(iii) hereof),
(x) debt securities of the Company, (y) other assets, or (z) any combination of
the foregoing, having an aggregate value equal to the Exchange Value, where such
aggregate value has been determined by the Board of Directors (with the
concurrence of a majority of the Continuing Directors) of the Company based upon
the advice of a nationally recognized investment banking firm selected by the
Board of Directors of the Company (with the concurrence of a majority of the
Continuing Directors). For purposes of this Section 23(d), the value of a share
of Common Stock shall be the current market price (as determined pursuant to
Section 11(d) hereof) per share of Common Stock on the Section 11(a)(ii) Trigger
Date; and the value of any common stock equivalent shall be deemed to have the
same value as the Common Stock on such date.

         (ii) Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to this Section 23(d) and
without any further action and without any notice, the right to exercise such
Rights shall terminate and the only right thereafter of a holder of such Rights
shall be to receive the Exchange Share or Substitute Consideration for each
Right exchanged by such holder. The Company shall promptly give public notice of
any such exchange; provided, however, that the failure to give,
or any defect in, such notice shall not affect the validity of such exchange.
The Company promptly shall mail a notice of any such exchange to all of the
holders of such Rights at their last addresses as they appear upon the registry
books of the Rights Agent. Each such notice of exchange will state the method by
which the exchange for Rights will be effected and, in the event of any partial
exchange, the number of Rights which will be exchanged. Any partial exchange
shall be effected pro rata based on the number of Rights (other than Rights
which have become void pursuant to the provisions of Section 7(e) hereof) held
by each holder of Rights.

         (iii) In the event that there shall not be sufficient shares of Common
Stock or common stock equivalents issued but not outstanding or authorized but
unissued to permit any exchange of Rights as contemplated by the Board of
Directors in accordance with this Section 23(d), the Company may take all such
action as may be necessary to authorize additional shares of Common Stock or
common stock equivalents for issuance upon exchange of the Rights. (iv) Unless a
majority of the then Continuing Directors otherwise agree, Company shall be
required to issue fractions of shares of Common Stock or to distribute
certificates which evidence fractional shares of Common Stock. In lieu of such
fractional shares of Common Stock, the Company shall, with the concurrence of a
majority of the then Continuing Directors, pay to the registered holders of the
Right Certificates with regard to which such fractional shares of Common Stock
would otherwise be issuable an amount in cash equal to the same fraction of the
current market value of a whole share of Common Stock.

                                       29
<PAGE>

         Section 24. Notice of Certain Events.

         (a) In case the Company shall propose, at any time after the
Distribution Date, (i) to pay any dividend payable in stock of any class to the
holders of Preferred Stock or to make any other distribution to the holders of
Preferred Stock (other than a regular quarterly cash dividend out of earnings or
retained earnings of the Company), or (ii) to offer to the holders of Preferred
Stock rights or warrants to subscribe for or to purchase any additional shares
of Preferred Stock or shares of stock of any class or any other securities,
rights or options, or (iii) to effect any reclassification of its Preferred
Stock (other than a reclassification involving only the subdivision of
outstanding shares of Preferred Stock), or (iv) to effect any consolidation or
merger into or with any other Person (other than a Subsidiary of the Company in
a transaction which complies with Section 11(o) hereof), or to effect any sale
or other transfer (or to permit one or more of its Subsidiaries to effect any
sale or other transfer), in one transaction or a series of related transactions,
of more than 50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person or Persons (other than the
Company and/or any of its Subsidiaries in one or more transactions each of which
complies with Section 11(o) hereof), or (v) to effect the liquidation,
dissolution or winding up of the Company, then, in each such case, the Company
shall give to each holder of a Rights Certificate, to the extent feasible and in
accordance with Section 25 hereof, a notice of such proposed action, which shall
specify the record date for the purposes of such stock dividend, distribution of
rights or warrants, or the date on which such reclassification, consolidation,
merger, sale, transfer, liquidation, dissolution, or winding up is to take place
and the date of participation therein by the holders of the shares of Preferred
Stock, if any such date is to be fixed, and such notice shall be so given in the
case of any action covered by clause (i) or (ii) above at least twenty (20) days
prior to the record date for determining holders of the shares of Preferred
Stock for purposes of such action, and in the case of any such other action, at
least twenty (20) days prior to the date of the taking of such proposed action
or the date of participation therein by the holders of the shares of Preferred
Stock whichever shall be the earlier.

         (b) In case any Section 11(a)(ii) Event hereof shall occur, then (i)
the Company shall as soon as practicable thereafter give to each holder of a
Rights Certificate, to the extent feasible and in accordance with Section 25
hereof, a notice of the occurrence of such event, which shall specify the event
and the consequences of the event to holders of Rights under Section 11(a)(ii)
hereof, and (ii) all references in the preceding paragraph to Preferred Stock
shall be deemed thereafter to refer to Common Stock and/or, if appropriate,
other securities.

                                       30
<PAGE>


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

                           Hunt Manufacturing Co.
                           230 S. Broad Street
                           Philadelphia, PA 19102-4167
                           Attention:  Secretary

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

                           Mellon Bank (East), N.A.
                           Security Transfer Services
                           Four Station Square
                           Commerce Court, 3rd Floor
                           Pittsburgh, PA  15219-1173

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Rights Certificate (or, if
prior to the Distribution Date, to the holder of certificates representing
shares of Common Stock) shall be sufficiently given or made if delivered by hand
or by messenger service, or if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry
books of the Company. Any notice which is given to the holder of any Rights
Certificate (or, if prior to the Distribution Date, to the holder of
certificates representing shares of Common Stock) pursuant to this Agreement in
the manner provided for such notice shall be deemed given, whether or not such
notice is actually received.

         Section 26. Supplements and Amendments. Prior to the Distribution Date
and subject to the penultimate sentence of this Section 26, the Company and the
Rights Agent shall, if the Company so directs, supplement or amend any provision
of this Agreement without the approval of any holders of certificates
representing shares of Common Stock. From and after the Distribution Date and
subject to the penultimate sentence of this Section 26, the Company and the
Rights Agent shall, if the Company so directs, supplement or amend this
Agreement without the approval of any holders of Rights Certificates in order
(i) to cure any ambiguity, (ii) to correct or supplement any provision contained
herein which may be defective or inconsistent with any other provisions herein,
(iii) to shorten or lengthen any time period hereunder (which lengthening or
shortening, following the first occurrence of an event set forth in clause (x)
or (y) of the second proviso to Section 23(a) hereof, shall be effective only if
there are Continuing Directors and shall require the concurrence of a majority
of such Continuing Directors) or (iv) to change or supplement the provisions
hereunder in any manner which the Company may deem necessary or desirable and
which shall not adversely affect the interests of the holders of Rights
Certificates (other than an Acquiring Person, an Adverse Person, or an Affiliate
or Associate of an Acquiring Person or Adverse Person); provided, however, 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 already have ceased to be redeemable, or (B)
any other time period unless such lengthening is for the purpose of protecting,
enhancing or clarifying the rights of, and/or the benefits to, the holders of
Rights (other than an Acquiring Person, an Adverse Person or an Affiliate or
Associate of an Acquiring Person or Adverse Person). Upon the delivery of a
certificate from an appropriate officer of the Company which states that the
proposed supplement or amendment is in compliance with the terms of this Section
26, the Rights Agent shall execute such supplement or amendment. Notwithstanding
anything contained in this Agreement to the contrary, no supplement or amendment
shall be made which changes the Redemption Price, the Final Expiration Date, the
Purchase Price or the number of one one-thousandths of a share of Preferred
Stock for which a Right is exercisable. Prior to the Distribution Date, the
interests of the holders of Rights shall be deemed coincident with the interests
of the holders of Common Stock.


                                       31
<PAGE>



         Section 27. Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder
including, without limitation, any corporation or other entity into which the
Company may be merged.

         Section 28. Determinations and Actions by the Board of Directors, Etc.
For all purposes of this Agreement, any calculation of the number of shares of
Common Stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding shares of Common Stock
of which any Person is the Beneficial Owner, shall be made in accordance with
the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations
under the Exchange Act. The Board of Directors of the Company (with, where
specifically provided for herein, the concurrence of the Continuing or
disinterested Directors) shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers specifically
granted to the Board (with, where specifically provided for herein, the
concurrence of the Continuing or disinterested Directors) or to the Company, or
as may be necessary or advisable in the administration of this Agreement,
including without limitation, the right and power to (i) interpret the
provisions of this Agreement, and (ii) make all determinations deemed necessary
or advisable for the administration of this Agreement (including, without
limitation, a determination to redeem or not redeem the Rights or to amend the
Agreement). All such actions, calculations, interpretations and determinations
(including, for purposes of clause (y) below, all omissions with respect to the
foregoing) which are done or made by the Board (with, where specifically
provided for herein, the concurrence of the Continuing or disinterested
Directors) in good faith, shall (x) be final, conclusive and binding on the
Company, the Rights Agent, the holders of the Rights and all other parties, and
(y) not subject the Board or the Continuing or disinterested Directors to any
liability to the holders of the Rights. Further, nothing contained in this
Agreement shall be deemed to impose on the Board of Directors or the Company any
obligation to approve a tender offer, merger, acquisition or other similar
proposal by or from a Person even though the terms of such proposal may be fair
to stockholders of the Company.

         Section 29. Benefits of this Agreement. Nothing in this Agreement shall
be construed to give to any Person other than the Company, the Rights Agent and
the registered holders of the Rights Certificates (and, prior to the
Distribution Date, registered holders of the Common Stock) any legal or
equitable right, remedy or claim under this Agreement; but this Agreement shall
be for the sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Rights Certificates (and, prior to the Distribution
Date, registered holders of the Common Stock).

         Section 30. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court or other authority of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding anything in this Agreement to the
contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and the Board of
Directors of the Company determines in its good faith judgment that severing the
invalid language from this Agreement would adversely affect the purpose or
effect of this Agreement, the right of redemption set forth in Section 23 hereof
shall be extended, or if expired shall be reinstated, and shall not expire until
the close of business on the tenth day following the date of such determination
by the Board of Directors. Without limiting the foregoing, if any provision
requiring that a determination be made by less than the entire Board of
Directors (or at a time or with the concurrence of a group of directors
consisting of less than the entire Board) is held by a court or other authority
of competent jurisdiction to be invalid, void or unenforceable, such
determination shall then be made by the Board in good faith in accordance with
applicable law and the Company's certificate or articles of incorporation and
by-laws.

         Section 31. Governing Law. This Agreement, each Right and each Rights
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the jurisdiction of incorporation of the Company, as the same may change
from time to time, and for all purposes shall be governed by and construed in
accordance with the laws of such jurisdiction applicable to contracts made and
to be performed entirely within such jurisdiction.

         Section 32. Counterparts. This Agreement may be executed in any number
of counterparts, and each of such counterparts shall, for all purposes, be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

         Section 33. Table of Contents; Descriptive Headings. The Table of
Contents and the 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.

                                       32
<PAGE>

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

Attest:                                    HUNT MANUFACTURING CO.


By  /s/Dennis S. Pizzica                   By  /s/John W. Carney
    --------------------------------            -----------------
Name:  Dennis S. Pizzica                   Name:  John W. Carney
Title:   Assistant Secretary               Title:   Vice President


Attest:                                    MELLON BANK (EAST), N.A.


By  /s/Noreen Wichert                      By  /s/William H. Price
    --------------------------------            -------------------
Name:  Noreen Wichert                      Name:  William H. Price
Title:   Operations Officer                Title:   Vice President


                                       33
<PAGE>




                                                                       Exhibit A

                             HUNT MANUFACTURING CO.

                 DESIGNATION OF POWERS, PREFERENCES, RIGHTS AND
                 QUALIFICATIONS OF SERIES A JUNIOR PARTICIPATING
                                 PREFERRED STOCK


         Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" and the number of
shares constituting such series shall be 50,000.

         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 shares
of Series A Junior Participating Preferred Stock with respect to dividends, the
holders of shares of Series A Junior Participating Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, dividends in an amount per share
(rounded to the nearest cent) subject to the provision for adjustment
hereinafter set forth, equal to 1,000 times the aggregate per share amount of
all cash dividends (payable in cash), and 1,000 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions, other
than a dividend payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise), declared
on the Common Shares, $.10 par value, of the Company (the "Common Stock"). In
the event the Company shall at any time after August 8, 1990 (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 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 it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock).

(C) Dividends shall begin to accrue and be cumulative on outstanding shares of
Series A Junior Participating Preferred Stock from the date of declaration of
any dividend on the Common Stock. 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 30 days prior to the date fixed for the payment thereof.

                                      1
<PAGE>

         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 1,000 votes on all matters submitted to a vote of the shareholders 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.

         (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 the shareholders of the Company.

         (C) (i) If at any time dividends on any Series A Junior Participating
Preferred Stock shall be in arrears for a period of two (2) full fiscal
quarters, the occurrence of such contingency shall mark the beginning of a
period (herein called a "default period") which shall extend until such time as
all accrued and unpaid dividends then outstanding shall have been declared and
paid or set apart for payment. During each default period, all holders of
Preferred Stock which does not rank senior to the Series A Junior Participating
Preferred Stock (including the Series A Junior Participating Preferred Stock)
with dividends in arrears thereon for a period of two (2) full fiscal quarters,
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
shareholders, 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 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 shareholder or shareholders 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, the President, a Vice-President or the
Secretary 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
20 days and not later than 60 days after such order or request or in default of
the calling of such meeting within 60 days after such order or request, such
meeting may be called on similar notice by any shareholder or shareholders
owning in the aggregate not less than ten percent (10%) of the total number of
shares of 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 shareholders.

                                       2
<PAGE>

         (iv) In any default period, the holders of Common Stock and of Series A
Junior Participating Preferred 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 or in
the articles or certificate of incorporation of the Company) be filled by vote
of a majority of the remaining Directors theretofore elected by the holders of
the class of stock which elected the Director whose office shall have become
vacant. References in this paragraph (C) to Directors elected by the holders of
a particular class of stock shall include Directors elected by such Directors to
fill vacancies as provided in clause (y) of the foregoing sentence.

         (v) Immediately upon the expiration of a default period, (x) the right
of the holders of Preferred Stock as a class to elect a Director shall cease,
(y) the term of any Director 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 articles or 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 articles or 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 or as required by law, 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 any 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, provided, that
the Company may at any time redeem, purchase or otherwise acquire shares of any
such junior stock in exchange for any stock of the Company ranking no higher
(either as to dividends or rights upon liquidation, dissolution or winding up)
than such junior 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 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 dissolution,
liquidation or winding up) to the Series A Junior Participating Preferred Stock
or as provided in clause (iv) below;

         (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.

                                       3
<PAGE>

         (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
$10 per share, plus an amount equal to any 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) 1,000 (as appropriately
adjusted as set forth in subparagraph C below to reflect such events as stock
splits, stock dividends and recapitalizations with respect to the Common Stock)
(such number in clause (ii), the "Adjustment Number"). Following the payment of
the full amount of the Series 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) Notwithstanding paragraph (A) of this Section 6, (i) in the event,
however, that there are not sufficient assets available to permit payment in
full of the Series A Liquidation Preference and the liquidation preferences of
all other series of preferred stock, if any, which rank on a parity with the
Series A Junior Participating Preferred Stock, then such remaining assets shall
be distributed ratably to the holders of the Series A Participating Preferred
Stock and of any such parity shares in proportion to their respective
liquidation preferences; and (ii) in the event that after the required
distributions to holders of Preferred Stock 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.

                                       4
<PAGE>

         Section 7. Consolidation, Merger, etc. In case 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 case 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
of adjustment hereinafter set forth) equal to 1,000 times the aggregate amount
of stock, securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the 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 (ii) 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 immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         Section 8. No Redemption. The shares of Series 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. Amendment. The Articles or Certificate of Incorporation of
the Company shall not be further amended in any manner which would materially
alter or change the powers, preferences or special rights of the Series A Junior
Participating Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of a majority or more of the outstanding shares
of Series A Junior Participating Preferred Stock, voting separately as a class.

         Section 11. 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.


                                       5
<PAGE>


                                                                       Exhibit B


                             HUNT MANUFACTURING CO.

                     SUMMARY OF RIGHTS AND RIGHTS AGREEMENT


         On August 8, 1990, the Board of Directors of HUNT MANUFACTURING CO.
(the "Company") declared a dividend distribution of one right (a "Right") for
each outstanding Common Share, $.10 par value (the "Common Stock"), to holders
of Common Stock of record at the close of business on August 22, 1990. Each
Right entitles the registered holder to purchase from the Company a unit
consisting of one one-thousandth of a new Series A Junior Participating
Preferred Share, $.10 par value (the "Preferred Stock"), at a Purchase Price of
$60 per unit, subject to adjustment. The terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Company and Mellon Bank
(East), N.A., as Rights Agent.

         The following description of the principal provisions of the Rights and
the Rights Agreement is a summary only, does not purport to be complete and is
qualified in its entirety by the provisions of the Rights Agreement (and
exhibits thereto), a copy of which has been filed by the Company with the
Securities and Exchange Commission. A copy of the Rights Agreement is available
free of charge from the Company upon written request directed to the Secretary
of the Company at its principal offices.

         Until the Distribution Date (as defined below), (a) the Rights will be
evidenced by the Common Stock certificates and will be transferable only with
such Common Stock certificates, (b) new Common Stock certificates issued after
August 22, 1990 will contain a notation incorporating the Rights Agreement by
reference and (c) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate. Pursuant to the Rights
Agreement, the Company reserves the right to require that, upon any exercise of
Rights, a number of Rights be exercised so that only whole shares of Preferred
Stock will be issued.

                                       1
<PAGE>

         The Rights will not become exercisable until a Distribution Date occurs
and the Company's right to redeem the Rights (as hereinafter described) has
expired. Holders of Rights will have no rights as holders of the capital stock
purchasable upon exercise of the Rights (including, without limitation, the
right to vote or receive dividends) unless and until their Rights have been
exercised. The Rights will expire at the close of business on December 31, 2000,
unless they are earlier redeemed by the Company or expire in accordance with
other provisions of the Rights Agreement as described below.

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

         A Distribution Date will occur, upon the earliest to occur of any of
the following events:

         (i) 10 business days following the date (the "Stock Acquisition Date")
of a public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more
of the shares of Common Stock then outstanding, provided that an "Acquiring
Person" will not include (i) the Company, its subsidiaries or any of their
employee benefit plans, (ii) an individual, trust or estate who or which, as of
June 20, 1990 was the beneficial owner of shares of Common Stock, and any
individual, trust or estate who or which thereafter acquires beneficial
ownership of shares of Common Stock from such an individual, trust or estate by
gift, devise or bequest, or pursuant to any employee benefit plan of the Company
(but this exclusion will not apply to any such individual, trust or estate who
or which, but for this provision, would be an "Acquiring Person" and who or
which, together with all associates and affiliates, becomes after June 20, 1990
the beneficial owner of 5% or more of the then outstanding Common Stock,
excluding from that calculation any shares of Common Stock beneficially owned by
such Person or Persons on June 20, 1990 and any shares subsequently acquired by
gift, devise or bequest or pursuant to employment benefit plans of the Company),
or (iii) persons with whom the Company has entered into standstill agreements
prior to the time they became holders of 15% or more of the outstanding Common
Stock;

         (ii) 10 business days following the commencement of a tender offer or
exchange offer that would result in a person or group beneficially owning 15% or
more of the outstanding Common Stock (unless such tender offer or exchange offer
is an offer for all outstanding Common Stock which a majority of the independent
directors of the Company determines to be fair to and otherwise in the best
interests of the Company and its stockholders (also taking into account, to the
extent such directors in their discretion deem relevant, the interests of
employees, suppliers, customers, creditors, communities in which offices or
other establishments of the Company are located, and its other constituencies);
and

                                       2
<PAGE>

         (iii) 10 days after the date on which a person becomes an "Adverse
Person". A person will become an "Adverse Person" if all of the following
occurs: (i) a majority of the independent directors, after reasonable inquiry
and investigation and consultation with such persons as they deem appropriate,
determine that (x) beneficial ownership by a specified person of an amount of
Common Stock exceeding the Ownership Limitation (as defined below) is, or would
likely be, intended to cause the Company to repurchase the Common Stock
beneficially owned by such person or to cause pressure on the Company to take
action or enter into a transaction or series of transactions intended to provide
such person with short-term financial gain under circumstances where the
majority of such independent directors determines that the best long-term
interests of the Company and its stockholders (also taking into account, to the
extent they in their discretion deem relevant, the interests of employees,
suppliers, customers, creditors, communities in which offices or other
establishments of the Company are located, and its other constituencies) would
not be served by taking such action or entering into such transactions or series
of transactions at that time or (y) beneficial ownership by such person of an
amount of Common Stock exceeding the Ownership Limitation is causing or
reasonably likely to cause a material adverse impact (including, but not limited
to, impairment of relationships with customers, suppliers or creditors or
impairment of the Company's ability to maintain its competitive position) on the
business or prospects of the Company; (ii) a majority of such independent
directors designate a specific limitation on the amount of Common Stock which
such specified person may beneficially own, which amount (the "Ownership
Limitation") may be less than, equal to, or more than the amount of shares then
owned by such person, but not less than 10% of the outstanding shares); and
(iii) the beneficial ownership of shares of such person, including such person's
affiliates and associates, shall (either before or after the occurrence of the
events specified in clauses (i) or (ii) above) exceeds the Ownership Limitation.
A majority of such independent directors also may terminate the status of a
person as an Adverse Person.

         Notwithstanding the foregoing, with respect to the events specified in
clauses (a) and (b) above, the Board of Directors may designate, in accordance
with the Rights Agreement, a later date as the Distribution Date. If a person
has become an Acquiring Person or, under certain circumstances, there has been a
change in a majority of the Board as a result of a proxy solicitation, the
decision to defer the Distribution Date will require the concurrence of a
majority of the Continuing Directors. The term "Continuing Directors" means any
member of the Board of Directors of the Company who was a member of the Board
prior to the date of the Rights Agreement, and any person who is subsequently
elected to the Board if such person is recommended or approved by a majority of
the Continuing Directors, but does not include any Acquiring Person or Adverse
Person, or an affiliate or associate of any such person, or any representative
of the foregoing.

         In the event that a Person actually becomes an Acquiring Person (except
pursuant to an offer for all outstanding shares of Common Stock which the
independent directors determine to be fair to and otherwise in the best
interests of the Company, its stockholders and other constituencies), or a
person becomes an Adverse Person (collectively, "Flip-In Events"), each holder
of a Right will thereafter have the right to receive, upon exercise of such
Right, instead of 1/1000th of a share of Preferred Stock for the Purchase Price,
shares of Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two times the Purchase Price
of the Right. Notwithstanding the foregoing, following the occurrence of any of
the Flip-In Events set forth in this paragraph, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person or an Adverse Person or by certain related parties
will be null and void. However, Rights will not be exercisable following the
occurrence of either of the Flip-In Events set forth above until such time as
the Rights are no longer redeemable by the Company as set forth below.

                                       3
<PAGE>

         For example, at a Purchase Price of $60 per Right, each Right not owned
by an Acquiring Person or by an Adverse Person (or, by certain related parties)
following a Flip-In Event set forth in the preceding paragraph would entitle its
holder to purchase $120 worth of Common Stock (or, in certain circumstances
other cash, property or securities) for $60. Assuming that the Common Stock had
a per share value of $15 at such time, the holder of each valid Right would be
entitled to purchase 8 shares of Common Stock for $60.

         The Purchase Price payable upon exercise of the Rights may be paid in
cash, by certified bank check or bank draft or, if authorized by a majority of
the Continuing Directors, by delivery of shares of Common Stock.

         Following a Flip-In Event, subject to applicable law and to any
restrictions set forth in certain agreements to which the Company is a party,
the Board of Directors (with the concurrence of a majority of Continuing
Directors) may determine to exchange for any or all Rights (other than Rights
held by the Acquiring Person or Adverse Person and certain related parties) one
share of Common Stock for each Right so exchanged or substitute value in the
form of cash, property, debt or equity securities, or any combination of the
foregoing. Such exchange will be on a pro rata basis if less than all Rights are
to be exchanged, and holders of Rights will be required to pay no consideration
(other than delivery of the Right) in any such exchange.

         In the event that, at any time following a Stock Acquisition Date, (a)
the Company is acquired in a merger or other business combination transaction
(other than certain specified acquisitions, or an acquisition following an offer
determined by the independent directors to be fair, as described in the third
preceding paragraph), or (b) more than 50% of the Company's assets or earning
power is sold or transferred, each holder of a Right which has not yet been
exercised (except Rights of Acquiring or Adverse Persons and certain other
related persons which previously have been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the Purchase Price of the
Right. The events set forth in this paragraph as well as Flip-In Events are
referred to as the "Triggering Events."

         The number of Rights, the Purchase Price payable and/or the number of
Units of Preferred Stock (or other securities or property issuable upon exercise
of the Rights) and the redemption price hereinafter specified are subject to
mandatory or discretionary adjustment from time to time in certain circumstances
to prevent dilution or to avoid adverse tax consequences. With certain
exceptions, no adjustment in the Purchase Price will be required unless
cumulative adjustments amount to at least 1% of the Purchase Price.

         Subject to certain restrictions, the Company may determine not to issue
fractional shares of Preferred Stock or Common Stock upon exercise or exchange
of the Rights, and, in lieu hereof, an adjustment in cash may be made based on
the market price of the Preferred Stock (or Common Stock, as the case may be).

         In general, at any time until 10 business days following a Stock
Acquisition Date, or such later date as the Board of Directors may designate,
the Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors and which does not violate the terms of
certain agreements to which the Company is a party). The requirement of approval
of a majority of the Continuing Directors discussed above with respect to
extension of the Distribution Date also applies to the redemption of Rights or
the decision to designate an extended redemption period. The Company may not
redeem the Rights while a person continues to retain the status of an Adverse
Person. Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the redemption price.

                                       4
<PAGE>

         While the distribution of the Rights will not be taxable to
stockholders or to the Company, stockholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock of the Company (or for other consideration) or for
common stock of an acquiring company as set forth above.

         The Rights Agreement vests the authority to administer the Agreement in
the Board of Directors (and, in some circumstances, the Continuing Directors or
the independent directors). All actions, interpretations, calculations and
determinations which are taken or made by the Board of Directors (or the
Continuing Directors or the independent directors, as the case may be) in good
faith will be final and binding. Nothing contained in the Rights Agreement will
be deemed to impose on the Board of Directors or the Company any obligation to
approve a tender offer, merger, acquisition or other similar proposal by or from
a person even though the terms of such proposal may be fair to stockholders of
the Company.

         Other than those provisions relating to certain principal economic
terms of the Rights which may not be amended, any of the provisions of the
Rights Agreement may be amended by the Board of Directors of the Company at any
time prior to the Distribution Date. After the Distribution Date, the provisions
of the Rights Agreement may be amended by the Board (in certain circumstances,
with the concurrence of the Continuing Directors) in order to cure any
ambiguity, to make changes which do not adversely effect the interests of
holders of Rights (excluding the interest of any Acquiring Person or Adverse
Person), or to shorten or lengthen certain time periods under the Rights
Agreement.

         The issuance of the Rights has no dilutive effect on the Company and
will not affect reported earnings per share of the Company.

         As previously indicated, the foregoing is only a summary of the
principal provisions of the Rights and Rights Agreement. The specific terms of
the Rights and the Preferred Stock initially issuable upon exercise of the
Rights are set forth in the Rights Agreement and the Exhibits thereto
(particularly Exhibit A thereto setting forth the powers, preferences, rights
and qualifications of the Preferred Stock and Exhibit C thereto containing the
form of Rights Certificate), and reference is made to the Rights Agreement and
exhibits, copies of which are available free of charge from the Company.

                                       5
<PAGE>




                                                                       Exhibit C


                           [FORM OF RIGHTS CERTIFICATE]

Certificate No. R-                                     Rights
                                                              -----------------


NOT EXERCISABLE AFTER DECEMBER 31, 2000 OR EARLIER IF REDEEMED BY THE COMPANY.
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER
RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ADVERSE
PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT
HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS
RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME
AN [ACQUIRING] [ADVERSE] PERSON OR AN AFFILIATE OR ASSOCIATE OF AN [ACQUIRING]
[ADVERSE] PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).
ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY
BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH
AGREEMENT.*]

                               Rights Certificate

                             HUNT MANUFACTURING CO.

         This certifies that , or registered assigns, is the registered owner of
the number of Rights set forth above, each of which entitles the owner thereof,
subject to the terms, provisions and conditions of the Rights Agreement, dated
as of August 8, 1990, as the same may be modified or amended from time to time
(the "Rights Agreement"), between Hunt Manufacturing Co., a Pennsylvania
corporation (the "Company"), and Mellon Bank (East), N.A., a national banking
corporation (the "Rights Agent"), to purchase from the Company at any time prior
to 5:00 P.M. (Philadelphia time) on December 31, 2000, at the office or offices
of the Rights Agent designated for such purpose, or its successors as Rights
Agent, one one-thousandth of a fully paid, non-assessable share of Series A
Junior Participating Preferred Stock (the "Preferred Stock") of the Company, at
a purchase price of $60 per one one-thousandth of a share of Preferred Stock
(the "Purchase Price"), upon presentation and surrender of this Rights
Certificate with the Form of Election to Purchase and related Certificate duly
executed. The number of Rights evidenced by this Rights Certificate (and the
number of shares which may be purchased upon exercise hereof) set forth above,
and the Purchase Price per share set forth above, are the number and Purchase
Price as of August 8, 1990, based on the Preferred Stock as constituted at such
date. The Company reserves the right as provided in the Rights Agreement to
require prior to the occurrence of a Triggering Event (as such term is defined
in the Rights Agreement) that a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.

                                       1
<PAGE>

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

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

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

         This Rights Certificate, with or without other Rights Certificates,
upon surrender at the principal office or offices of the Rights Agent designated
for such purpose, may be exchanged for another Rights Certificate or Rights
Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate number of one one-thousandths of a share of Preferred
Stock (or other securities, if applicable) as the Rights evidenced by the Rights
Certificate or Rights Certificates surrendered shall have entitled such holder
to purchase. If this Rights Certificate shall be exercised in part, the holder
shall be entitled to receive upon surrender hereof another Rights Certificate or
Rights Certificates for the number of whole Rights not exercised.

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Certificate may be redeemed by the Company at its option at a redemption
price of $.01 per Right at any time prior to the earlier of the close of
business on (i) the tenth business day following the Stock Acquisition Date (as
such time period may be extended pursuant to the Rights Agreement), (ii) the
date the Rights expire pursuant to Section 13(d) of the Rights Agreement, and
(iii) the Final Expiration Date.

         Subject to the provisions of the Rights Agreement, the Company may
determine not to issue fractional shares of Preferred Stock or other securities
issuable upon exercise or exchange of any Right or Rights evidenced hereby.
Fractional shares of stock may, at the election of the Company, be evidenced by
depository receipts. In lieu of fractional shares a cash payment will be made,
subject to certain exceptions, as provided in the Rights Agreement.

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

                                       2
<PAGE>

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

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

Dated as of                                 , 19__
            --------------------------------


ATTEST:                                     HUNT MANUFACTURING CO.



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


Countersigned:

MELLON BANK (EAST), N.A.

By
         Authorized Signature


                                       3
<PAGE>


                  [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE]

                               FORM OF ASSIGNMENT


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

FOR VALUE RECEIVED
                   ------------------------------------------------------------
                    (Please print name and address of transferee)

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

Dated:                     , 19__
        -------------------

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

Signature Guaranteed:

                                   CERTIFICATE

                  The undersigned hereby certifies by checking the appropriate
boxes that:

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

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

Dated:                     , 19__
        -------------------

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

Signature Guaranteed:


                                       4
<PAGE>


                                     NOTICE


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


                                       5
<PAGE>


                         [FORM OF ELECTION TO PURCHASE]

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


To:      HUNT MANUFACTURING CO.

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

Please insert social security or other identifying number


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



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


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

Please insert social security or other identifying number

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


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


Dated:                     , 19__
        -------------------

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

Signature Guaranteed:

                                   CERTIFICATE

                  The undersigned hereby certifies by checking the appropriate
boxes that:

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

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

Dated:                     , 19__
        -------------------

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

Signature Guaranteed:


                                     NOTICE

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



* The portion of the legend in brackets shall be inserted only if applicable,
shall be modified to apply to an Acquiring Person or an Adverse Person as
applicable, and shall replace the preceding sentence.

                                       6