<PAGE>


                                                                     EXHIBIT 4.1

                                A. SCHULMAN, INC.

                                       and

                               NATIONAL CITY BANK

                                  Rights Agent

                                Rights Agreement

                          Dated as of January 26, 2006

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                                Table of Contents

Section                                                                     Page

1.   Certain Definitions                                                      1

2.   Appointment of Rights Agent                                              4

3.   Issue of Rights Certificates                                             4

4.   Form of Rights Certificates                                              5

5.   Countersignature and Registration                                        6

6.   Transfer, Split Up, Combination and Exchange of Rights Certificates;
     Mutilated, Destroyed, Lost or Stolen Rights Certificates                 7

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

8.   Cancellation and Destruction of Rights Certificates                      9

9.   Reservation and Availability of Capital Stock                           10

10.  Special Stock Record Date                                               11

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

12.  Certificate of Adjusted Purchase Price or Number of Shares              19

13.  Consolidation, Merger or Sale or Transfer of Assets or Earning Power    19

14.  Fractional Rights and Fractional Shares                                 21

15.  Rights of Action                                                        22

16.  Agreement of Rights Holders                                             23

17.  Rights Certificate Holder Not Deemed a Stockholder                      23

18.  Concerning the Rights Agent                                             24

19.  Merger or Consolidation or Change of Name of Rights Agent               24

20.  Duties of Rights Agent                                                  25

21.  Change of Rights Agent                                                  27

22.  Issuance of New Rights Certificates                                     27

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23.   Redemption and Termination                                              28

24.   Notice of Certain Events                                                28

25.   Notices                                                                 29

26.   Supplements and Amendments                                              30

27.   Successors                                                              30

28.   Determinations and Actions by the Board of Directors                    30

29.   Benefits of this Agreement                                              31

30.   Severability                                                            31

31.   Governing Law                                                           32

32.   Counterparts                                                            32

33.   Descriptive Headings                                                    32

 Exhibit A -- Description of Series A Junior Participating Special Stock

 Exhibit B -- Form of Rights Certificate

 Exhibit C -- Form of Summary of Rights






































<PAGE>

                                RIGHTS AGREEMENT

      RIGHTS AGREEMENT, dated as of January 26, 2006 (this "Agreement"), between
A. Schulman, Inc., a Delaware corporation (the "Company"), and National City
Bank, a national banking association (the "Rights Agent").

                               W I T N E S S E T H

      WHEREAS, on January 26, 2006 (the "Rights Dividend Declaration Date"), the
Board of Directors of the Company (the "Board of Directors" or the "Board")
authorized and declared a dividend distribution of one Right for each share of
Common Stock (as hereinafter defined) of the Company outstanding at the close of
business on February 9, 2006 (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 one one-thousandth of a share of Series A
Junior Participating Special Stock of the Company having the rights, powers and
preferences set forth in the Description of Series A Junior Participating
Special Stock attached hereto as Exhibit A, upon the terms and subject to the
conditions hereinafter set forth (the "Rights");

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

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

            (a) "Acquiring Person" shall mean any Person who or which, together
with all Affiliates and Associates of such Person, shall be the Beneficial Owner
of 20% or more of the shares of Common Stock then outstanding, but shall not
include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee
benefit plan of the Company or of any Subsidiary of the Company or (iv) any
Person or entity organized, appointed or established by the Company for or
pursuant to the terms of any such plan; provided, however, that a Person will
not be deemed to have become an Acquiring Person solely as a result of a
reduction in the number of shares of Common Stock outstanding unless and until
such time as (i) such Person or any Affiliate or Associate of such Person
thereafter becomes the Beneficial Owner of additional shares of Common Stock
representing 1% or more of the then-outstanding shares of Common Stock, other
than as a result of a stock dividend, stock split or similar transaction
effected by the Company in which all holders of shares of Common Stock are
treated equally, or (ii) any other Person who is the Beneficial Owner of shares
of Common Stock representing 1% or more of the then-outstanding shares of Common
Stock thereafter becomes an Affiliate or Associate of such Person.
Notwithstanding the foregoing, if the Board of the Company determines in good
faith that a Person who would otherwise be an "Acquiring Person" as defined
pursuant to the foregoing provisions of this Section 1(a), has become such
inadvertently, and such Person divests as promptly as practicable a sufficient
number of shares of Common Stock so that such Person would no longer be an
"Acquiring Person" as defined pursuant to the foregoing provisions of this
Section 1(a), then such Person shall not be deemed to be an "Acquiring Person"
for any purposes of this Agreement.
<PAGE>
            (b) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended and in effect on the date of
this Agreement (the "Exchange Act").

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

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

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

                                      -2-
<PAGE>

      Company; provided, however, that nothing in this paragraph (c) 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 40 days after the date of such
      acquisition.

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

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

            (f) "Common Stock" shall mean the common stock, par value $1.00 per
share, of the Company, except that "Common Stock" when used with reference to
any Person other than the Company shall mean the capital stock of such Person
with the greatest voting power, or the equity securities or other equity
interest having power to control or direct the management, of such Person.

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

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

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

            (j) "Special Stock" shall mean shares of Series A Junior
Participating Special Stock, no par value, of the Company, and, to the extent
that there are not a sufficient number of shares of Series A Junior
Participating Special Stock authorized to permit the full exercise of the
Rights, any other series of special stock, no par value, of the Company
designated for such purpose containing terms substantially similar to the terms
of the Series A Junior Participating Special Stock.

            (k) "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.

            (l) "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.

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

                                      -3-
<PAGE>

      Section 2. Appointment of Rights Agent. The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3 hereof, shall prior to the Distribution Date also
be the holders of the Common Stock) in accordance with the terms and conditions
hereof, and the Rights Agent hereby accepts such appointment. The Company may
from time to time appoint such Co-Rights Agents as it may deem necessary or
desirable and will notify the Rights Agent of any such appointment. To the
extent that any Co-Rights Agent takes any action pursuant to this Agreement,
such Co-Rights Agent will be entitled to all of the rights and protections of,
and subject to all of the applicable duties and obligations imposed upon, the
Rights Agent pursuant to the terms of this Agreement.

      Section 3. Issue of Rights Certificates.

            (a) Until the earlier of (i) the close of business on the tenth day
after the Stock Acquisition Date (or, if the tenth day after the Stock
Acquisition Date occurs before the Record Date, the close of business on the
Record Date), or (ii) the close of business on the tenth business day (or such
later date as the Board shall determine) after the date that a tender or
exchange offer by any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or of any Subsidiary of the
Company, or any Person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such plan) is first published or
sent or given within the meaning of Rule 14d-2(a) of the General Rules and
Regulations under the Exchange Act, if upon consummation thereof, such Person
would be the Beneficial Owner of 20% or more of the shares of Common Stock then
outstanding (the earlier of (i) and (ii) being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced (subject to the
provisions of paragraph (b) of this Section 3) by the certificates for the
Common Stock registered in the names of the holders of the Common Stock (which
certificates for Common Stock shall be deemed also to be certificates for
Rights) and not by separate certificates, and (y) the Rights will be
transferable only in connection with the transfer of the underlying shares of
Common Stock (including a transfer to the Company). As soon as practicable after
receiving written notice from the Company of the occurrence of the Distribution
Date, the Company will prepare and execute and the Rights Agent will
countersign and send by first-class, insured, postage prepaid mail, to each
record holder of the Common Stock as of the close of business on the
Distribution Date, at the address of such holder shown on the records of the
Company, one or more right certificates, in substantially the form of Exhibit B
hereto (the "Rights Certificates"), evidencing one Right for each share of
Common Stock so held, subject to adjustment as provided herein. In the event
that an adjustment in the number of Rights per share of Common Stock has been
made pursuant to Section 11(p) hereof, at the time of distribution of the Rights
Certificates, the Company shall make the necessary and appropriate rounding
adjustments (in accordance with Section 14(a) hereof) so that Rights
Certificates representing only whole numbers of Rights are distributed and cash
is paid in lieu of any fractional Rights. As of and after the Distribution Date,
the Rights will be evidenced solely by such Rights Certificates.

            (b) As promptly as practicable following the Record Date, the
Company will send a copy of a Summary of Rights, in substantially the form
attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage
prepaid mail, to each record holder of the 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. With respect to certificates for the Common Stock outstanding as
of the Record Date, until the Distribution Date, the Rights will be evidenced by
such certificates for the Common Stock and the registered holders of the Common
Stock shall also be the registered holders of the associated Rights. Until the
earlier of the Distribution Date or the Expiration Date (as such term is defined
in Section 7 hereof), the transfer of any

                                      -4-
<PAGE>

certificates representing shares of Common Stock in respect of which Rights have
been issued shall also constitute the transfer of the Rights associated with
such shares of Common Stock.

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

            This certificate also evidences and entitles the holder hereof to
      certain Rights as set forth in the Rights Agreement, dated as of January
      26, 2006, between A. Schulman, Inc. (the "Company") and National City Bank
      (the "Rights Agent") (as amended from time to time, 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 A.
      Schulman, Inc. 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. A. Schulman, Inc. will mail to
      the holder of this certificate a copy of the Rights Agreement, as in
      effect on the date of mailing, without charge promptly after receipt of a
      written request therefor. Under certain circumstances set forth in the
      Rights Agreement, Rights issued to, or held by, any Person who is, was or
      becomes an Acquiring Person or any Affiliate or Associate thereof (as such
      terms are defined in the Rights Agreement), whether currently held by or
      on behalf of such Person or by any subsequent holder, may become null and
      void.

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

      Section 4. Form of Rights Certificates.

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

                                      -5-
<PAGE>

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


      The Rights represented by this Rights Certificate are or were beneficially
      owned by a Person who was or became an Acquiring Person or an Affiliate or
      Associate of an Acquiring Person (as such terms are defined in the Rights
      Agreement). Accordingly, this Rights Certificate and the Rights
      represented hereby may become null and void in the circumstances specified
      in Section 7(e) of 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 Chief Executive Officer, 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
countersigned by the Rights Agent, either manually or by facsimile signature and
shall not be valid for any purpose unless so countersigned. In case any officer
of the Company who shall have signed any of the Rights Certificates shall cease
to be such officer of the Company before countersignature by the Rights Agent
and issuance and delivery by the Company, such Rights Certificates,
nevertheless, may be countersigned by the Rights Agent and issued and delivered
by the Company with the same force and effect as though the person who signed
such Rights Certificates had not ceased to be such officer of the Company; and
any Rights Certificates may be signed on behalf of the Company by any person
who, at the actual date of the execution of such Rights Certificate, shall be a
proper officer of the Company to sign such Rights Certificate, although at the
date of the execution of this Rights Agreement any such person was not such an
officer.

            (b) Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at its principal office or offices designated as the
appropriate place for surrender of Rights

                                      -6-
<PAGE>

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
Special Stock (or, following a Triggering Event, Common Stock, other securities,
cash or other assets, as the case may be) as the Rights Certificate or
Certificates surrendered then 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.

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

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

            (a) Subject to Section 7(e) hereof, 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

                                      -7-
<PAGE>


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 Special 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 earlier of (i) the close of business on February
9, 2012, (the "Final Expiration Date"), or (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being
herein referred to as the "Expiration Date").

            (b) The Purchase Price for each one one-thousandth of a share of
Special Stock pursuant to the exercise of a Right shall initially be $85.00 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 Special 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 Special 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 Special 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 Special 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 Special
Stock as are to be purchased (in which case certificates for the shares of
Special 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 and
denominations as may be designated by such holder, and (iv) after receipt
thereof, deliver such cash, if any, to or upon the order of the registered
holder of such Rights Certificate. The payment of the Purchase Price (as such
amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made in
cash or by certified bank check or bank draft payable to the order of the
Company. In the event that the Company is obligated to issue other securities
(including Common Stock) of the Company, pay cash and/or distribute other
property pursuant to Section 11(a) hereof, the Company will make all
arrangements necessary so that such other securities, cash and/or other property
are available for distribution by the Rights Agent, if and when appropriate. The
Company reserves the right to require prior to the occurrence of a Triggering
Event that, upon any exercise of Rights, a number of Rights be exercised so that
only whole shares of Special Stock would be issued.

            (d) In case the registered holder of any Rights Certificate shall
exercise less than all the Rights evidenced thereby, a new Rights Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued
by the Rights Agent and delivered to, or upon

                                      -8-
<PAGE>

the order of, the registered holder of such Rights Certificate, registered in
such name or names as may be designated by such holder, subject to the
provisions of Section 14 hereof.

            (e) Notwithstanding anything in this Agreement to the contrary, from
and after the first occurrence of a Section 11(a)(ii) Event, any Rights
beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an
Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
becomes such, or (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person to
holders of equity interests in such Acquiring Person or to any Person with whom
the Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which the Board of Directors
of the Company has, in its full discretion, 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 its Affiliates, Associates or transferees hereunder.

            (f) Notwithstanding anything in this Agreement to the contrary,
neither the Rights Agent nor the Company shall be obligated to undertake any
action with respect to a registered holder upon the occurrence of any purported
exercise as set forth in this Section 7 unless such registered holder shall have
(i) completed and signed the certificate contained in the form of election to
purchase set forth on the reverse side of the Rights Certificate surrendered for
such exercise, and (ii) provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates
thereof as the Company or the Rights Agent 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 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) The Company covenants and agrees that it will cause to be
reserved and kept available out of its authorized and unissued shares of Special
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
Special Stock (and, following the occurrence of a Triggering Event, Common Stock
and/or other securities) that, as provided in this Agreement including Section
11(a)(iii) hereof, will be sufficient to permit the exercise in full of all
outstanding Rights.

            (b) So long as the shares of Special 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 on the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ"), as the case may be, 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 on NASDAQ, as the case may be, upon official notice of issuance upon such
exercise.

            (c) The Company shall use its best efforts to (i) file, as soon as
practicable following the earliest date after the first occurrence of a Section
11(a)(ii) Event on which the consideration to be delivered by the Company upon
exercise of the Rights has been determined in accordance with Section 11(a)(iii)
hereof, a registration statement under the Securities Act of 1933 (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.

            (d) The Company covenants and agrees that it will take all such
action as may be necessary to ensure that all one one-thousandths of a share of
Special Stock (and, following the occurrence of a Triggering Event, Common Stock
and/or other securities) delivered upon exercise of Rights shall, at the time of
delivery of the certificates for such shares (subject to

                                      -10-
<PAGE>

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

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

                  (a)(i) In the event the Company shall at any time after the
      date of this Agreement (A) declare a dividend on the Special Stock payable
      in shares of Special Stock, (B) subdivide the outstanding Special Stock,
      (C) combine the outstanding Special Stock into a smaller number of shares,
      or (D) issue any shares

                                      -11-
<PAGE>

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

                  (ii) In the event that 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), alone or together with its Affiliates and Associates,
      shall, at any time after the Rights Dividend Declaration Date, become the
      Beneficial Owner of 20% or more of the shares of Common Stock then
      outstanding, unless the event causing the 20% threshold to be crossed is a
      transaction set forth in Section 13(a) hereof, then, promptly following
      the occurrence of any such event, proper provision shall be made so that
      each holder of a Right (except as provided below and in Section 7(e)
      hereof) shall thereafter have the right to receive, upon exercise thereof
      at the then current Purchase Price in accordance with the terms of this
      Agreement, in lieu of a number of one one-thousandths of a share of
      Special 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
      Special Stock for which a Right was exercisable immediately prior to the
      first occurrence of a Section 11(a)(ii) Event, and (y) dividing that
      product (which, following such first occurrence, shall thereafter be
      referred to as the "Purchase Price" for each Right and for all purposes of
      this Agreement) by 50% of the current market price (determined pursuant to
      Section 11(d) hereof) per share of Common Stock on the date of such first
      occurrence (such number of shares, the "Adjustment Shares").

                  (iii) In the event that the number of shares of Common Stock
      which are authorized by the Company's Restated Certificate of
      Incorporation, as amended, 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),

                                      -12-
<PAGE>

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

                                      -13-
<PAGE>

            (b) In case the Company shall fix a record date for the issuance of
rights, options or warrants to all holders of Special Stock entitling them to
subscribe for or purchase (for a period expiring within forty-five (45) calendar
days after such record date) Special Stock (or shares having the same rights,
privileges and preferences as the shares of Special Stock ("equivalent special
stock")) or securities convertible into Special Stock or equivalent special
stock at a price per share of Special Stock or per share of equivalent special
stock (or having a conversion price per share, if a security convertible into
Special Stock or equivalent special stock) less than the current market price
(as determined pursuant to Section 11(d) hereof) per share of Special 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 Special Stock outstanding on such record date, plus the
number of shares of Special Stock which the aggregate offering price of the
total number of shares of Special Stock and/or equivalent special 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 Special Stock
outstanding on such record date, plus the number of additional shares of Special
Stock and/or equivalent special stock to be offered for subscription or purchase
(or into which the convertible securities so to be offered are initially
convertible). In case such subscription price may be paid by delivery of
consideration, part or all of which may be in a form other than cash, the value
of such consideration shall be as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent and shall be binding on the Rights Agent and the
holders of the Rights. Shares of Special 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 Special 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 Special Stock, but including any dividend
payable in stock other than Special 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 Special 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 Special Stock and the denominator of which shall be such current market
price (as determined pursuant to Section 11(d) hereof) per share of Special
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 immediately prior to such date,
      and for purposes of computations made pursuant to Section 11(a)(iii)
      hereof, the Current Market Price per share of Common Stock on any date
      shall be deemed to be the average of the daily closing prices per share of
      such Common Stock for the ten (10) consecutive Trading Days immediately
      following such date; provided, however, that in the event that the Current
      Market Price per share of the Common Stock is determined during a period
      following the announcement by the issuer of such Common Stock of (A) a
      dividend or distribution on such Common Stock payable in shares of such
      Common Stock or securities convertible into shares of such Common Stock
      (other than the Rights), or (B) any subdivision, combination or
      reclassification of such Common Stock, and the ex-dividend date for such
      dividend or distribution, or the record date for such subdivision,
      combination or reclassification shall not have occurred prior to the
      commencement of the requisite thirty (30) Trading Day or ten (10) Trading
      Day period, as set forth above, then, and in each such case, the Current
      Market Price shall be properly adjusted to take into account ex-dividend
      trading. The closing price for each day shall be the last sale price,
      regular way, or, in case no such sale takes place on such day, the average
      of the closing bid and asked prices, regular way, in either case as
      reported in the principal consolidated transaction reporting system with
      respect to securities listed or admitted to trading on the New York Stock
      Exchange or, if the shares of Common Stock are not listed or admitted to
      trading on the New York Stock Exchange, as reported in the principal
      consolidated transaction reporting system with respect to securities
      listed on the principal national securities exchange on which the shares
      of Common Stock are listed or admitted to trading or, if the shares of
      Common Stock are not listed or admitted to trading on any national
      securities exchange, the last quoted price or, if not so quoted, the
      average of the high bid and low asked prices in the over-the-counter
      market, as reported by NASDAQ or such other system then in use, or, if on
      any such date the shares of Common Stock are not quoted by any such
      organization, the average of the closing bid and asked prices as furnished
      by a professional market maker making a market in the Common Stock
      selected by the Board. If on any such date no market maker is making a
      market in the Common Stock, the fair value of such shares on such date as
      determined in good faith by the Board shall be used. The term "Trading
      Day" shall mean a day on which the principal national securities exchange
      on which the shares of Common Stock are listed or admitted to trading is
      open for the transaction of business or, if the shares of Common Stock are
      not listed or admitted to trading on any national securities exchange, a
      Business Day. If the Common Stock is not publicly held or not so listed or
      traded, Current Market Price per share shall mean the fair value per share
      as determined in good faith by the Board, whose determination shall be
      described in a statement filed with the Rights Agent and shall be
      conclusive for all purposes.

                                      -15-
<PAGE>

                  (ii) For the purpose of any computation hereunder, the Current
      Market Price per share of Special 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 Special Stock cannot be determined in the manner
      provided above or if the Special Stock is not publicly held or listed or
      traded in a manner described in clause (i) of this Section 11(d), the
      Current Market Price per share of Special Stock shall be conclusively
      deemed to be an amount equal to 1,000 (as such number may be appropriately
      adjusted for such events as stock splits, stock dividends and
      recapitalizations with respect to the Common Stock occurring after the
      date of this Agreement) multiplied by the Current Market Price per share
      of the Common Stock. If neither the Common Stock nor the Special Stock is
      publicly held or so listed or traded, Current Market Price per share of
      the Special Stock shall mean the fair value per share as determined in
      good faith by the Board, whose determination shall be described in a
      statement filed with the Rights Agent and shall be conclusive for all
      purposes. For all purposes of this Agreement, the Current Market Price of
      a Unit shall be equal to the Current Market Price of one share of Special
      Stock divided by 1,000.

            (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-ten millionth of a share of Special 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 Special
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 Special 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 Special 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 Special Stock purchasable from time to time hereunder upon exercise of
the Rights, all subject to further adjustment as provided herein.

            (h) Unless the Company shall have exercised its election as provided
in Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in

                                      -16-
<PAGE>




Sections 11(b) and (c), each Right outstanding immediately prior to the making
of such adjustment shall, without any further action on the part of the Board,
thereafter evidence the right to purchase, at the adjusted Purchase Price, that
number of one one-thousandths of a share of Special Stock (calculated to the
nearest one-ten millionth) obtained by (i) multiplying (x) the number of one
one-thousandths of a share covered by a Right immediately prior to this
adjustment, by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price, and (ii) dividing the product so obtained by
the Purchase Price in effect immediately after such adjustment of the Purchase
Price.

            (i) The Company may elect on or after the date of any adjustment of
the Purchase Price to adjust the number of Rights, in lieu of any adjustment in
the number of one one-thousandths of a share of Special Stock purchasable upon
the exercise of a Right. Each of the Rights outstanding after the adjustment in
the number of Rights shall be exercisable for the number of one one-thousandths
of a share of Special 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.

            (j) Irrespective of any adjustment or change in the Purchase Price
or the number of one one-thousandths of a share of Special 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 and the number of one one-thousandths of a share which were expressed in
the initial Rights Certificates issued hereunder.

            (k) Before taking any action that would cause an adjustment reducing
the Purchase Price below the then stated value, if any, of the number of one
one-thousandths of a share of Special 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

                                      -17-
<PAGE>

Company may validly and legally issue fully paid and nonassessable such number
of one one-thousandths of a share of Special 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 Special 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 Special 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 Special Stock, (ii) issuance wholly for cash of any shares of
Special Stock at less than the current market price, (iii) issuance wholly for
cash of shares of Special Stock or securities which by their terms are
convertible into or exchangeable for shares of Special 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 Special 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 stockholders 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

                                      -18-
<PAGE>

will diminish substantially or otherwise eliminate the benefits intended to be
afforded by the Rights.

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

      Section 12. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an adjustment is made as provided in Section 11 and Section 13 hereof,
the Company shall (a) promptly prepare a certificate setting forth such
adjustment and a brief statement of the facts accounting for such adjustment,
(b) promptly file with the Rights Agent, and with each transfer agent for the
Special 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.

            (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, 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

                                      -19-
<PAGE>

validly authorized and issued, fully paid, non-assessable and freely tradable
shares of Common Stock of the Principal Party (as such term is hereinafter
defined), not subject to any liens, encumbrances, rights of first refusal or
other adverse claims, as shall be equal to the result obtained by (1)
multiplying the then current Purchase Price by the number of one one-thousandths
of a share of Special 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 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 practicably may
be, in relation to its shares of Common Stock thereafter deliverable upon the
exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall
be of no effect following the first occurrence of any Section 13 Event.

            (b) "Principal Party" shall mean

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

                  (ii) in the case of any transaction described in clause (z) of
      the first sentence of Section 13(a), the Person that is the party
      receiving the greatest portion of the assets 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.

                                      -20-
<PAGE>

            (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.

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).

      Section 14. Fractional Rights and Fractional Shares.

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

                                      -21-
<PAGE>

professional market maker making a market in the Rights selected by the Board of
Directors of the Company. If on any such date no such market maker is making a
market in the Rights the fair value of the Rights on such date as determined in
good faith by the Board of Directors of the Company shall be used.

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

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

            (d) The holder of a Right by the acceptance of the Rights expressly
waives his or her 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 or her own behalf and for
his or her 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 or her 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.

                                      -22-
<PAGE>

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

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

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

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

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

      Section 17. Rights Certificate Holder Not Deemed a 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 Special 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.

                                      -23-
<PAGE>

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

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

            (c) Notwithstanding anything in this Agreement to the contrary, in
no event shall the Rights Agent be liable for any special, indirect or
consequential losses or damages of any kind whatsoever (including but not
limited to lost profits), even if the Rights Agent has been advised of the
likelihood of such loss or damage and regardless of the form of the action.

      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 or shareholder services business of the Rights Agent or any
successor Rights Agent, shall be the successor to the Rights Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto; 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.

                                      -24-
<PAGE>

      Section 20. Duties of Rights Agent. The Rights Agent undertakes the duties
and obligations imposed by this Agreement upon the following terms and
conditions (and no implied duties or obligations, except the duty of good faith,
shall be read into this Agreement against the Rights Agent), by all of which the
Company and the holders of Rights Certificates, by their acceptance thereof,
shall be bound:

            (a) Before the Rights Agent acts on refrains from acting, 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 omitting 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 omitted in good faith by it under
the provisions of this Agreement in reliance upon such certificate.

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

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

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

                                      -25-
<PAGE>

            (g) The Rights Agent is hereby authorized and directed to accept
written 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 or for any delay in acting while waiting for such instructions.

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

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

            (j) No provision of this Agreement shall require the Rights Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of its rights if
(i) 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 or (ii) the Rights Agent shall have requested from the Company the
necessary funds to pay in full amounts payable with respect thereto.

            (k) If, with respect to any Right Certificate surrendered to the
Rights Agent for exercise, transfer, split up, combination or exchange, 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, except that no consultation shall be necessary with
respect to any such irregularity that is of a routine nature and that is cured
by the party surrendering to the Rights Agent the Rights Certificate as a
consequence of receipt from the Rights Agent of instructions as to how to cure
such irregularity.

      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 Special 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
Special 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

                                      -26-
<PAGE>


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 the State of New York or Ohio (or of
any other state of the United States so long as such corporation is authorized
to do business as a banking institution in the State of New York or Ohio), in
good standing, which is authorized under such laws to exercise corporate trust
powers and is subject to supervision or examination by federal or state
authority and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $50,000,000. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment, the
Company shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Stock and the Special Stock, and 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 and the number or kind or class of shares or other
securities or property purchasable under the Rights Certificates made in
accordance with the provisions of this Agreement. In addition, in connection
with the issuance or sale of shares of Common Stock following the Distribution
Date and prior to the redemption or expiration of the Rights, the Company (a)
shall, with respect to shares of Common Stock so issued or sold pursuant to the
exercise of stock options or under any employee plan or arrangement, granted or
awarded as of the Distribution Date, or upon the exercise, conversion or
exchange of securities hereinafter issued by the Company, and (b) may, in any
other case, if deemed necessary or appropriate by the Board of Directors of the
Company, issue Rights Certificates representing the appropriate number of Rights
in connection with such issuance or sale; provided, however, that (i) no such
Rights Certificate shall be issued if, and to the extent that, the Company shall
be advised by counsel that such issuance would create a significant risk of
material adverse tax consequences to the Company or the Person to whom such
Rights Certificate would be issued, and (ii) no such Rights Certificate shall be
issued if, and to the extent that, appropriate adjustment shall otherwise have
been made in lieu of the issuance thereof.

                                      -27-
<PAGE>

      Section 23. Redemption and Termination.

            (a) The Board of Directors of the Company may, at its option, at any
time prior to the earlier of (i) the close of business on the tenth 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 day
following the Record Date), or (ii) the Final Expiration Date, redeem all but
not less than all of the then outstanding Rights at a redemption price of $0.01
per Right, as such amount may be appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the date hereof
(such redemption price being hereinafter referred to as the "Redemption Price").
Notwithstanding anything contained in this Agreement to the contrary, the Rights
shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event
or Section 13(a) Event until such time as the Company's right of redemption
hereunder has expired. The Company may, at its option, pay the Redemption Price
in cash, shares of Common Stock (based on the Current Market Price, as defined
in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or
any other form of consideration deemed appropriate by the Board of Directors.

            (b) Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights, evidence of which shall have been
filed with the Rights Agent and without any further action and without any
notice, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the Redemption Price for
each Right so held. Promptly after the action of the Board of Directors ordering
the redemption of the Rights, the Company shall give notice of such redemption
to the Rights Agent and the holders of the then outstanding Rights by mailing
such notice to all such holders at each holder's last address as it appears upon
the registry books of the Rights Agent or, prior to the Distribution Date, on
the registry books of the transfer agent for the Common Stock. Any notice which
is mailed in the manner herein provided shall be deemed given, whether or not
the holder receives the notice. Each such notice of redemption will state the
method by which the payment of the Redemption Price will be made.

      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 Special Stock or to make any other distribution to the holders of
Special 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 Special
Stock rights or warrants to subscribe for or to purchase any additional shares
of Special Stock or shares of stock of any class or any other securities, rights
or options, or (iii) to effect any reclassification of its Special Stock (other
than a reclassification involving only the subdivision of outstanding shares of
Special 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

                                      -28-
<PAGE>

and in accordance with Section 25 hereof, a notice of such proposed action. Such
notice 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 Special Stock, if any such date is to be fixed, and 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
Special 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 Special Stock whichever shall be the earlier.

            (b) In case any of the events set forth in Section 11(a)(ii) hereof
shall occur, then, in any such case, (i) the Company shall as soon as
practicable thereafter give to each holder of a Rights Certificate, to the
extent feasible and in accordance with Section 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 Special Stock shall be deemed
thereafter to refer to Common Stock and/or, if appropriate, other securities.

      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 sent by first-class
mail, postage prepaid, addressed (until another address is filed in writing with
the Rights Agent) as follows:

      A. Schulman, Inc.
      3550 West Market Street
      Akron, Ohio 44333
      Attention:

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

      National City Bank
      Shareholder Services Administration
      629 Euclid Avenue, Locator 01-3116
      Cleveland, Ohio 44114
      Attention: Sharon R. Boughter

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

                                      -29-
<PAGE>

      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, or (iv) to change or
supplement the provisions hereunder in any manner which the Company may deem
necessary or desirable and which shall not adversely affect the interests of the
holders of Rights Certificates (other than an Acquiring Person or an Affiliate
or Associate of an Acquiring Person); provided, this Agreement may not be
supplemented or amended to lengthen, pursuant to clause (iii) of this sentence,
(A) a time period relating to when the Rights may be redeemed at such time as
the Rights are not then redeemable, or (B) any other time period unless such
lengthening is for the purpose of protecting, enhancing or clarifying the rights
of, and/or the benefits to, the holders of Rights. Upon the delivery of a
certificate from an appropriate officer of the Company which states that the
proposed supplement or amendment is in compliance with the terms of this Section
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 Special 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.

      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.

      Section 28. Determinations and Actions by the Board of Directors

            (a) For all purposes of this Agreement, any calculation of the
number of shares of Common Stock outstanding at any particular time, including
for purposes of determining the particular percentage of such outstanding shares
of Common Stock of which any Person is the Beneficial Owner, shall be made in
accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules
and Regulations under the Exchange Act. The Board of Directors of the Company
shall have the exclusive power and authority to administer this Agreement and to
exercise all rights and powers specifically granted to the Board or to the
Company, or as may be necessary or advisable in the administration of this
Agreement, including, without limitation, the right and power to (i) interpret
the provisions of this Agreement, and (ii) make all determinations deemed
necessary or advisable for the administration of this Agreement (including a
determination to redeem or not redeem the Rights or to amend the Agreement). All
such actions, calculations, interpretations and determinations (including, for
purposes of clause (y) below, all omissions with respect to the foregoing) which
are done or made by the Board in good faith, shall (x) be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights and all
other parties, and (y) not subject the Board to any liability to the holders of
the Rights.

                                      -30-
<PAGE>

            (b) Notwithstanding any other provisions hereof, it is understood
that the TIDE Committee (as hereinafter defined) of the Company's Board of
Directors shall meet not less than once every three years to review the terms
and conditions of this Agreement, including whether the termination or
modification of this Agreement is in the best interest of the Company and its
stockholders, and to make a recommendation based on such review to the Board of
Directors of the Company. The first meeting of the TIDE Committee shall take
place no later than February 9, 2009. The "TIDE Committee" shall be comprised of
members of the Board of Directors of the Company selected by the Board of
Directors who are "Independent Directors" as that term is defined in the
Marketplace Rules of the National Association of Securities Dealers, Inc.

            (c) The TIDE Committee and the Board of Directors of the Company,
when reviewing the terms and conditions of this Agreement, shall have the power
to set their own agenda and to retain at the expense of the Company their choice
of legal counsel, investment bankers and other advisors. The TIDE Committee and
the Board of Directors of the Company, when reviewing the terms and conditions
of this Agreement, shall have the authority to review all information of the
Company and to consider any and all factors they deem relevant to any such
review.

      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 of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding anything in this Agreement to the
contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and the Board of
Directors of the Company determines in its good faith judgment that severing the
invalid language from this Agreement would adversely affect the purpose or
effect of this Agreement, the right of redemption set forth in Section 23 hereof
shall be reinstated and shall not expire until the close of business on the
tenth day following the date of such determination by the Board of Directors.

      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 State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts made
and to be performed entirely within such State, except that the rights, duties
and obligations of the Rights Agent shall be governed and construed in
accordance with the laws of the State of Ohio.

                                      -31-
<PAGE>

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

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

Attest:                                     A. SCHULMAN, INC.

By  /s/ Merilyn L. Shriner                  By /s/ R. A. Stefanko
Name: Merilyn L. Shriner                    Name: R. A. Stefanko
Title: Executive Administrative Assistant   Title: Executive Vice President

Attest:                                     NATIONAL CITY BANK

By  /s/ Sherry L. Damore                    By /s/ Megan Gibson
Name: Sherry L. Damore                      Name: Megan Gibson
Title: Vice President                       Title: Assistant Vice President

                                      -32-
<PAGE>

                                                                       Exhibit A

                                 DESCRIPTION OF
                                 SERIES A JUNIOR
                           PARTICIPATING SPECIAL STOCK

                                       of

                                A. SCHULMAN, INC.

      Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating Special Stock" and the number of
shares constituting such series shall be 100,000.

      Section 2. Dividends and Distributions.

            (A) The holders of shares of Series A Junior Participating Special
Stock shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, quarterly dividends
payable in cash on the last day of March, June, September and December in each
year (each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Junior Participating
Special Stock, in an amount per share (rounded to the nearest cent) equal to the
greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter
set forth, 1,000 times the aggregate per share amount of all cash dividends, 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 Stock, par value $1.00
per share, of the Corporation (the "Common Stock") since the immediately
preceding Quarterly Dividend Payment Date, or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Junior Participating Special Stock. In the event
the Corporation shall at any time after January 11, 1996 (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 Special
Stock were entitled immediately prior to such event under clause (b) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

            (B) The Corporation shall declare a dividend or distribution on the
Series A Junior Participating Special Stock as provided in Paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $0.01 per share on the

<PAGE>

Series A Junior Participating Special Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.

            (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Junior Participating Special Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
A Junior Participating Special Stock, unless the date of issue of such shares is
prior to the record date for the first Quarterly Dividend Payment Date, in which
case dividends on such shares shall begin to accrue from the date of issue of
such shares, or unless the date of issue is a Quarterly Dividend Payment Date or
is a date after the record date for the determination of holders of shares of
Series A Junior Participating Special Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Junior Participating Special
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 Special Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.

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

            (A) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Junior Participating Special Stock shall entitle the
holder thereof to 1,000 votes on all matters submitted to a vote of the
stockholders of the Corporation. In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the number of votes per share to which holders of shares
of Series A Junior Participating Special 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 Special Stock and the holders of shares
of Common Stock shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.

                (C)(i) If at any time dividends on any Series A Junior
      Participating Special Stock shall be in arrears in an amount equal to six
      (6) quarterly dividends thereon, the occurrence of such contingency shall
      mark the beginning of a period (herein called a "default period") which
      shall extend until such time when all accrued and unpaid dividends for all
      previous quarterly dividend periods and for the current quarterly dividend
      period on all shares of Series A Junior Participating Special Stock then
      outstanding shall have been

                                      -2-
<PAGE>

      declared and paid or set apart for payment. During each default period,
      all holders of Special Stock (including holders of the Series A Junior
      Participating Special Stock) with dividends in arrears in an amount equal
      to six (6) quarterly dividends thereon, voting as a class, irrespective of
      series, shall have the right to elect two (2) Directors.

                  (ii) During any default period, such voting right of the
      holders of Series A Junior Participating Special 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 stockholders, and thereafter
      at annual meetings of stockholders, provided that such voting right shall
      not be exercised unless the holders of ten percent (10%) in number of
      shares of Special 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 Special Stock of such voting right.
      At any meeting at which the holders of Special 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 Special
      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 Special 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 Special 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 Special
      Stock.

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

                                      -3-
<PAGE>

      shall be called during the period within 60 days immediately preceding the
      date fixed for the next annual meeting of the stockholders.

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

                  (v) Immediately upon the expiration of a default period, (x)
      the right of the holders of Special Stock as a class to elect Directors
      shall cease, (y) the term of any Directors elected by the holders of
      Special Stock as a class shall terminate, and (z) the number of Directors
      shall be such number as may be provided for in the 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 certificate of incorporation or by-laws). Any vacancies in the Board
      of Directors effected by the provisions of clauses (y) and (z) in the
      preceding sentence may be filled by a majority of the remaining Directors.

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

      Section 4. Certain Restrictions.

            (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Junior Participating Special 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 Special Stock outstanding shall have been paid in full, the
Corporation shall not

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

                                      -4-
<PAGE>

                  (ii) declare or pay dividends on or make any other
      distributions on any shares of stock ranking on a parity (either as to
      dividends or upon liquidation, dissolution or winding up) with the Series
      A Junior Participating Special Stock, except dividends paid ratably on the
      Series A Junior Participating Special 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 Special Stock, provided that the Corporation may at
      any time redeem, purchase or otherwise acquire shares of any such parity
      stock in exchange for shares of any stock of the Corporation ranking
      junior (either as to dividends or upon dissolution, liquidation or winding
      up) to the Series A Junior Participating Special Stock; or

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

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

      Section 5. Reacquired Shares. Any shares of Series A Junior Participating
Special Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Special Stock and may be reissued as part of a new series of
Special 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 Corporation, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Special Stock
unless, prior thereto, the holders of shares of Series A Junior Participating
Special Stock shall have received an amount equal to 1,000 times the Exercise
Price, plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment (the "Series A
Liquidation Preference"). Following

                                      -5-
<PAGE>

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 Special 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 Special Stock and Common
Stock, respectively, holders of Series A Junior Participating Special 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 Special Stock and Common Stock, on a per share
basis, respectively.

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

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

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

                                      -6-
<PAGE>

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
Special Stock shall not be redeemable.

      Section 9. Amendment. The Restated Certificate of Incorporation of the
Corporation 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 Special 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 Special Stock, voting separately as a class.

      Section 10. Fractional Shares. Series A Junior Participating Special Stock
may be issued in fractions of a share which shall entitle the holder, in
proportion to such holders 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 Special Stock.

                                      -7-
<PAGE>

                                                                       Exhibit B

[Form of Rights Certificate]

Certificate No. R-                                              ________ Rights

NOT EXERCISABLE AFTER FEBRUARY 9, 2012, OR EARLIER IF REDEEMED BY THE COMPANY.
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER
RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS
DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY
BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR
WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN
AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS
REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN
SECTION 7(e) OF SUCH AGREEMENT.](1)

(1)   The portion of the legend in brackets shall be inserted only if applicable
      and shall replace the preceding sentence.

Rights Certificate

A. SCHULMAN, INC.

            This certifies that __________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of January 26, 2006 (the "Rights Agreement"), between A.
Schulman, Inc., a Delaware corporation (the "Company"), and National City Bank,
a national banking association (the "Rights Agent"), to purchase from the
Company at any time prior to 5:00 P.M. (New York City time) on February 9, 2012,
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 Special Stock (the "Special Stock") of
the Company, at a purchase price of $85.00 per one one-thousandth of a share
(the "Purchase Price"), upon presentation and surrender of this Rights
Certificate with the Form of Election to Purchase and related Certificate duly
executed. The number of Rights evidenced by this Rights Certificate (and the
number of shares which may be purchased upon exercise thereof) set forth above,
and the Purchase Price per share set forth above, are the number and Purchase
Price as of January 26, 2006 based on the Special Stock as constituted at such
date. The Company reserves the right to require prior to the occurrence of a
Triggering Event (as such term is defined in the Rights Agreement) that a number
of Rights be exercised so that only whole shares of Special Stock will be
issued.

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

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

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

            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 Special
Stock as the Rights evidenced by the Rights Certificate or Rights Certificates
surrendered shall have entitled such holder to purchase. If this Rights
Certificate shall be exercised in part, the holder shall be entitled to receive
upon surrender hereof another Rights Certificate or Rights Certificates for the
number of whole Rights not exercised.

            Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at its option at a
redemption price of $0.01 per Right at any time prior to the earlier of the
close of business on (i) the tenth day following the Stock Acquisition Date (as
such time period may be extended pursuant to the Rights Agreement), and (ii) the
Final Expiration Date. In addition, the Rights may be exchanged, in whole or in
part, for shares of the Common Stock, or shares of special stock of the Company
having essentially the same value or economic rights as such shares. Immediately
upon the action of the Board of Directors of the Company authorizing any such
exchange, and without any further action or any notice, the Rights (other than
Rights which are not subject to such exchange) will terminate and the Rights
will only enable holders to receive the shares issuable upon such exchange.

            No fractional shares of Special Stock will be issued upon the
exercise of any Right or Rights evidenced hereby (other than fractions which are
integral multiples of one

                                      -2-
<PAGE>



one-thousandth of a share of Special Stock, which may, at the election of the
Company, be evidenced by depositary receipts), but in lieu thereof a cash
payment will be made, as provided in the Rights Agreement.

            No holder of this Rights Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of shares of Special
Stock or of any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a 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.

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

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

Dated as of _______________,

ATTEST:                                               A. SCHULMAN, INC.

____________________                                  By_______________________
     Secretary                                              Title:

Countersigned:

NATIONAL CITY BANK

By______________________

Authorized Signature

[Form of Reverse Side of Rights Certificate]

                               FORM OF ASSIGNMENT

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

FOR VALUE RECEIVED
hereby sells, assigns and transfer unto

                  (Please print name and address of transferee)

                                      -3-
<PAGE>

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

Dated: ___________________, 200__

                                                      __________________________
                                                      Signature

Signature Guaranteed:

                                  Certificate

    The undersigned hereby certifies by checking the appropriate boxes that:

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

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

Dated: ___________________, 200__

                                                      _________________________
                                                      Signature

Signature Guaranteed:

                                     NOTICE

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

                          FORM OF ELECTION TO PURCHASE
                      (To be executed if holder desires to
                       exercise Rights represented by the
                              Rights Certificate.)

To: A. SCHULMAN, INC.:

      The undersigned hereby irrevocably elects to exercise __________ Rights
represented by this Rights Certificate to purchase the shares of Special Stock
issuable upon the exercise of the Rights (or such other securities of the
Company or of any other person which may be issuable

                                      -4-
<PAGE>

upon the exercise of the Rights) and requests that certificates for such shares
be issued in the name of and delivered to:

Please insert social security or other identifying number

                         (Please print name and address)

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

Please insert social security or other identifying number

                         (Please print name and address)

Dated: ___________________, 200__

                                                      _________________________
                                                      Signature

Signature Guaranteed:

                                  Certificate

      The undersigned hereby certifies by checking the appropriate boxes that:

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

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

                                      -5-
<PAGE>

Dated: ___________________, 200__

                                                      _________________________
                                                      Signature

Signature Guaranteed:

                                     NOTICE

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

                                      -6-
<PAGE>

                                                                       Exhibit C

                     DETAILED SUMMARY OF RIGHTS TO PURCHASE
                   SERIES A JUNIOR PARTICIPATING SPECIAL STOCK

            On January 26, 2006, the Board of Directors of A. Schulman, Inc.
(the "Company") adopted a Shareholder Rights Plan, providing that one Right
shall be attached to each share of Common Stock of the Company. Each Right
entitles the registered holder to purchase from the Company a unit (a "Unit")
consisting of one one-thousandth of a share of Series A Junior Participating
Special Stock, no par value (the "Special Stock"), at a Purchase Price of $85.00
per Unit (the "Purchase Price"), subject to adjustment. The description and
terms of the Rights are set forth in the Rights Agreement (the "Rights
Agreement"), dated as of January 26, 2006, between the Company and National City
Bank, as Rights Agent (the "Rights Agent").

            Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificate will be distributed. The Rights will separate from the Common Stock
and a Distribution Date will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding shares of Common Stock
(the "Stock Acquisition Date") or (ii) 10 business days following the
commencement of a tender offer or exchange offer that would result in a person
or group beneficially owning 20% or more of such outstanding shares of Common
Stock. Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate.

            The Rights are not exercisable until the Distribution Date and will
expire at the close of business on February 9, 2012, unless earlier redeemed by
the Company as described below.

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

            In the event that an Acquiring Person becomes the beneficial owner
of 20% or more of the then outstanding shares of Common Stock, each holder of a
Right will thereafter have the right to receive, upon exercise, Common Stock
(or, in certain circumstances, cash, property or other securities of the
Company), having a value equal to two times the Exercise Price of the Right. The
Exercise Price is the Purchase Price times the number of shares of Common Stock
associated with each Right (initially, one). Notwithstanding any of the
foregoing, following the occurrence of any of the events set forth in this
paragraph (the "Flip-In Events"), all Rights that are, or (under certain
circumstances specified in the Rights Agreement)

<PAGE>

were, beneficially owned by any Acquiring Person will be null and void. However,
Rights are not exercisable following the occurrence of any 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.

            In the event that following the Stock Acquisition Date, (i) the
Company engages in a merger or business combination transaction in which the
Company is not the surviving corporation; (ii) the Company engages in a merger
or business combination transaction in which the Company is the surviving
corporation and the Common Stock of the Company is changed or exchanged; or
(iii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights which have previously been
voided as set forth above) shall thereafter have the right to receive, upon
exercise of the Right, Common Stock of the acquiring company having a value
equal to two times the Exercise Price of the Right.

            The Purchase Price payable, and the number of Units of Special Stock
or other securities or property issuable upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Special
Stock, (ii) if holders of the Special Stock are granted certain rights or
warrants to subscribe for Special Stock or convertible securities at less than
the current market price of the Special Stock, or (iii) upon the distribution to
holders of the Special Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants (other
than those referred to above).

            With certain exceptions, no adjustments in the Purchase Price will
be required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Special Stock on the last
trading date prior to the date of exercise.

            At any time until 10 days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $0.01 per
Right. 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 $0.01 redemption price.

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

            Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, to make changes which do not adversely
affect the interests of holders of Rights (excluding the interest of any
Acquiring Person), or to shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.

                                      -2-
<PAGE>

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

                                      -3-