<PAGE>



                                                       CORRECTED VERSION


                                    AGREEMENT

            Agreement, dated as of April 29, 1999, by and between The Grand
Union Company, a Delaware corporation (the "Company"), and American Stock
Transfer & Trust Co., a corporation organized under the laws of the State of New
York (the "Rights Agent").

                              W I T N E S S E T H:
                              - - - - - - - - - -

            WHEREAS, on April 29, 1999, the Board of Directors of the Company
authorized the issuance of, and declared a dividend payable in, one right (a
"Right") for each share of Common Stock, $0.01 par value per share, of the
Company outstanding as of the close of business on May 10, 1999 (the "Record
Date"), each such Right representing the right to purchase one one-thousandth of
a share of Series A Junior Preferred Stock of the Company ("Preferred Stock")
having the rights and preferences set forth in the form of Certificate of
Designations attached hereto as Exhibit C authorized by the Board of Directors
on April 29, 1999, upon the terms and subject to the conditions hereinafter set
forth; and

            WHEREAS, the Board of Directors of the Company further authorized
the issuance of one Right (subject to adjustment) with respect to each share of
Common Stock which may be issued between the Record Date and the earlier to
occur of the Distribution Date, the Expiration Date or the Final Expiration Date
(as such terms are hereinafter defined); provided, however, that Rights may be
issued with respect to shares of Common Stock that shall become outstanding
after the Distribution Date and prior to the Expiration Date in accordance with
Section 22.


<PAGE>


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

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

                  (a) "Acquiring Person" shall mean any Person (as such term is
            hereinafter defined) who or which, together with all Affiliates (as
            such term is hereinafter defined) and Associates (as such term is
            hereinafter defined) of such Person, shall be the Beneficial Owner
            (as such term is hereinafter defined) of 15% or more of the Voting
            Stock (as such term is hereinafter defined) of the Company then
            outstanding; provided, that, an Acquiring Person shall not include
            (i) an Exempt Person (as such term is hereinafter defined) or (ii)
            any Person who or which, together with all Affiliates and Associates
            of such Person, would be an Acquiring Person solely by reason of (A)
            being the Beneficial Owner of shares of Voting Stock of the Company,
            the Beneficial Ownership of which was acquired by such Person
            (together with all Affiliates and Associates of such Person)
            pursuant to any action or transaction or series of related actions
            or transactions approved by the Board of Directors before such
            Person (together with all Affiliates and Associates of such Person)
            otherwise became an Acquiring Person or (B) a reduction in the
            number of issued and outstanding shares of Voting Stock of the
            Company pursuant to a transaction or a series of related
            transactions approved by the Board of Directors of the Company;
            provided, further, that in the event such Person



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<PAGE>


            described in this clause (ii) does not become an Acquiring Person by
            reason of subclause (A) or (B) of this clause (ii), such Person
            nonetheless shall become an Acquiring Person in the event such
            Person (together with all Affiliates and Associates of such Person)
            thereafter acquires Beneficial Ownership of an additional 1% of the
            Voting Stock of the Company, unless the acquisition of such
            additional Voting Stock would not result in such Person becoming an
            Acquiring Person by reason of subclause (A) or (B) of this clause
            (ii). Notwithstanding the foregoing, if the Board of Directors 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 paragraph (a) has become such
            inadvertently, and such Person divests as promptly as practicable
            (as determined in good faith by the Board of Directors) 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 paragraph (a), then such Person shall not be
            deemed an "Acquiring Person" for any purposes of this Agreement.

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

                  (c) "Associate" of a Person shall mean (i) with respect to a
            corporation, any officer or director thereof or of any Subsidiary
            (as such



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<PAGE>


            term is hereinafter defined) thereof, or any Beneficial Owner of 10%
            or more of any class of equity security thereof, (ii) with respect
            to an association, any officer or director thereof or of a
            Subsidiary thereof, (iii) with respect to a partnership, any general
            partner thereof or any limited partner thereof who is, directly or
            indirectly, the Beneficial Owner of a 10% ownership interest
            therein, (iv) with respect to a business trust, any officer or
            trustee thereof or of any Subsidiary thereof, (v) with respect to
            any other trust or an estate, any trustee, executor or similar
            fiduciary or any Person who has a 15% or greater interest as a
            beneficiary in the income from or principal of such trust or estate,
            (vi) with respect to a natural person, any relative or spouse of
            such person, or any relative of such spouse, who has the same home
            as such person, and (vii) any Affiliate of such Person.

                  (d) A person shall be deemed the "Beneficial Owner" of, or to
            "Beneficially Own," any securities (and correlative terms shall have
            correlative meanings):

                        (i) which such Person or any of such Person's Affiliates
                  or Associates beneficially owns, directly or indirectly, for
                  purposes of Section 13(d) of the Exchange Act and Regulations
                  13D and 13G thereunder (or any comparable or successor law or
                  regulation), in each case as in effect on the date hereof; or

                       (ii) which such Person or any of such Person's Affiliates
                  or Associates has (A) the right to acquire (whether such right
                  is



                                       4
<PAGE>


                  exercisable immediately or only after the passage of time or
                  the fulfillment of a condition or both) pursuant to any
                  agreement, arrangement or understanding, or upon the exercise
                  of conversion rights, exchange rights, other rights (other
                  than the Rights), warrants or options, or otherwise; provided,
                  however, that a Person shall not be deemed the "Beneficial
                  Owner" of, or to "Beneficially Own," securities tendered
                  pursuant to a tender or exchange offer made by such Person or
                  any of such Person's Affiliates or Associates until such ten

dered securities are accepted for purchase or exchange or (B) the right to vote,
alone or in concert with others, 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
securities if the agreement, arrangement or understanding to vote such security
(1) arises solely from a revocable proxy or consent given in response to a proxy
or consent solicitation made pursuant to, and in accordance with, the applicable
rules and regulations under the Exchange Act and (2) is not at the time
reportable by such Person on a Schedule 13D or Schedule 13G report under the
Exchange Act (or any comparable or successor report), other than by reference to
a proxy or consent solicitation being conducted by such Person; or

                      (iii) which are beneficially owned, directly or
                  indirectly, by any other Person with which such Person or any
                  of such Person's Affiliates or Associates has any agreement,
                  arrangement or understanding (whether or not in writing) for
                  the purpose of



                                       5
<PAGE>


                  acquiring, holding, voting (except as described in clause (B)
                  of subparagraph (ii) of this paragraph (d)) or disposing of
                  any securities of the Company; provided, however, that for
                  purposes of determining Beneficial Ownership of securities
                  under this Agreement, officers and directors of the Company
                  solely by reason of their status as such shall not constitute
                  a group (notwithstanding that they may be Associates of one
                  another or may be deemed to constitute a group for purposes of
                  Section 13(d) the Exchange Act) and shall not be deemed to own
                  shares owned by another officer or director of the Company.

                  Notwithstanding anything in this paragraph (d) to the
            contrary, a Person engaged in the business of underwriting
            securities shall not be deemed the "Beneficial Owner" of, or to
            "Beneficially Own," any securities acquired or otherwise
            beneficially owned in good faith in a firm commitment underwriting
            until the expiration of forty (40) days after the date of the sale
            of securities to the public pursuant to such firm commitment
            underwriting.

                  (e) "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.

                  (f) "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



                                       6
<PAGE>


            not a Business Day it shall mean 5:00 P.M., New York City time, on
            the next succeeding Business Day.

                  (g) "Common Stock" when used with reference to the Company
            shall collectively mean the Common Stock, $0.01 par value, of the
            Company. "Common Stock" when used with reference to any Person other
            than the Company which shall be organized in corporate form shall
            mean the capital stock or other equity security with the greatest
            per share voting power of such Person. "Common Stock" when used with
            reference to any Person other than the Company which shall not be
            organized in corporate form shall mean units of beneficial interest
            which shall represent the right to participate in profits, losses,
            deductions and credits of such Person and which shall be entitled to
            exercise the greatest voting power per unit of such Person.

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

                  (i)  "Exchange Act" shall have the meaning set forth in
            Section 1(b) hereof.

                  (j)  "Exchange Consideration" shall have the meaning set
            forth in Section 27 hereof.

                  (k) "Exempt Person" shall mean (i) the Company, (ii) any
            Subsidiary of the Company or (iii) any employee benefit plan or
            employee stock plan of the Company or any Subsidiary of the Company,
            or any trust



                                       7
<PAGE>


            or other entity organized, appointed, established or holding Voting
            Stock for or pursuant to the terms of any such plan.

                  (l)  "Exercise Price" shall have the meaning set forth in
            Section 4 hereof.

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

                  (n) "Fair Market Value" of any property shall mean the fair
            market value of such property as determined in accordance with
            Section 11(b) hereof.

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

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

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

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

                  (s) "Right Certificate" shall have the meaning set forth in
            Section 3(d) hereof.

                  (t) "Spread" shall mean the excess of (1) the value of the
            shares of Preferred Stock issuable upon the exercise of a Right in
            accordance with Section 11(a)(ii) over (2) the Exercise Price in
            effect at the time of determination of the Spread.



                                       8
<PAGE>


                  (u) "Stock Acquisition Date" shall mean the first date on
            which there shall be a public announcement by the Company or an
            Acquiring Person that an Acquiring Person has become such (which,
            for purposes of this definition, shall include, without limitation,
            a report filed pursuant to Section 13(d) of the Exchange Act) or
            such earlier date as a majority of the Board of Directors of the
            Company shall become aware of the existence of an Acquiring Person.

                  (v) "Subsidiary" of a Person shall mean any corporation or
            other entity of which securities or other ownership interests having
            voting power sufficient to elect a majority of the board of
            directors or other persons performing similar functions are
            beneficially owned, directly or indirectly, by such Person or by any
            corporation or other entity that is otherwise controlled by such
            Person.

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

                  (x)  "Trading Day" shall have the meaning set forth in
            Section 11(b) hereof.

                  (y) "Transfer Tax" shall mean any tax or charge, including any
            documentary stamp tax, imposed or collected by any governmental or
            regulatory authority in respect of any transfer of any security,
            instrument or right, including the Rights, shares of the Common
            Stock and shares of the Preferred Stock.



                                       9
<PAGE>


                  (z) "Voting Stock" shall mean (i) the Common Stock of the
            Company and (ii) any other shares of capital stock of the Company
            entitled to vote generally in the election of directors or entitled
            to vote together with the Common Stock in respect of any merger,
            consolidation, sale of all or substantially all of the Company's
            assets, liquidation, dissolution or winding up. For purposes of this
            Agreement, a stated percentage of the Voting Stock shall mean a
            number of shares of the Voting Stock as shall equal in voting power
            that stated percentage of the total voting power of the then
            outstanding shares of Voting Stock in the election of a majority of
            the Board of Directors of the Company or in respect of any merger,
            consolidation, sale of all or substantially all of the Company's
            assets, liquidation, dissolution or winding up.

Any determination required to be made by the Board of Directors of the Company
for purposes of applying the definitions contained in this Section 1 shall be
made by a majority of the Board of Directors in its good faith judgment, which
determination shall be binding on the Rights Agent and the holders of the
Rights.

            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
be the holders of 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.



                                       10
<PAGE>


            Section 3.  Issuance of Right Certificates.

            (a)  On the Record Date (or as soon as practicable thereafter),
the Company or the Rights Agent shall send a copy of a Summary of Rights, in
substantially the form attached hereto as Exhibit A (the "Summary of Rights"),
by first class mail, postage prepaid, 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.

            (b) Until the close of business on the day which is the earlier of
(i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business
Day (or such later date as may be determined by action of the Board of Directors
prior to such time as any Person becomes an Acquiring Person) after the date of
the commencement by any Person (other than an Exempt Person) of, or the first
public announcement of the intent of any Person (other than an Exempt Person) to
commence, a tender or exchange offer upon the successful consummation of which
such Person would be the Beneficial Owner of 15% or more of the then outstanding
shares of Voting Stock of the Company (including any such date which is after
the date of this Agreement and prior to the issuance of the Rights; the earlier
of such dates being herein referred to as the "Distribution Date"), (x) the
Rights shall be evidenced by the certificates for Common Stock registered in the
name of the holders of Common Stock (together with, in the case of certificates
for Common Stock outstanding as of the Record Date, the Summary of Rights) and
not by separate Right certificates and the record holders of such certificates
for Common Stock shall be the record holders of the Rights represented thereby
and (y) each Right shall be transferable only simultaneously and together with
the transfer of a share of Common Stock (subject to adjustment as hereinafter
provided). Until the Distribution Date (or, if



                                       11
<PAGE>


earlier, the Expiration Date or Final Expiration Date), the surrender for
transfer of any certificate for Common Stock shall constitute the surrender for
transfer of the Right or Rights associated with the Common Stock evidenced
thereby, whether or not accompanied by a copy of the Summary of Rights.

            (c) Rights shall be issued in respect of all shares of Common Stock
that become outstanding after the Record Date but prior to the earlier of the
Distribution Date, the Expiration Date or the Final Expiration Date.
Certificates for Common Stock (including, without limitation, certificates
issued upon original issuance, disposition from the Company's treasury or
transfer or exchange of Common Stock) issued after the Record Date but prior to
the earliest of the Distribution Date, the Expiration Date, or the Final
Expiration Date shall have impressed, printed, written or stamped thereon or
otherwise affixed thereto the following legend:

            This certificate also evidences and entitles the holder hereof to
      the same number of Rights (subject to adjustment) as the number of shares
      of Common Stock represented by this certificate, such Rights being on the
      terms provided under the Rights Agreement between The Grand Union Company
      and American Stock Transfer & Trust Co. (the "Rights Agent"), dated as of
      April 29, 1999, as it may be amended from time to time (the "Agreement"),
      the terms of which are incorporated herein by reference and a copy of
      which is on file at the principal executive offices of The Grand Union
      Company. Under certain circumstances, as set forth in the Agreement, such
      Rights shall be evidenced by separate certificates and shall no longer be
      evidenced by this certificate. The Grand Union Company shall mail to the
      registered holder of this certificate a copy of the Agreement without
      charge within five (5) days after receipt of a written request therefor.
      As provided in Section 7(e) of the Agreement, Rights issued to or
      Beneficially Owned by Acquiring Persons or their Affiliates or Associates
      (as such terms are defined in the Agreement) or any subsequent holder of
      such Rights shall be null and void and may not be exercised by or
      transferred to any Person.

            With respect to such certificates containing the foregoing legend,
until the Distribution Date the Rights associated with the Common Stock
represented by such



                                       12
<PAGE>


certificates shall be evidenced by such certificates alone, and the surrender
for transfer of any such certificate, except as otherwise provided herein, shall
also constitute the transfer of the Rights associated with the Common Stock
represented thereby. In the event that the Company purchases or otherwise
acquires any Common Stock after the Record Date but prior to the Distribution
Date, any Rights associated with such Common Stock shall be deemed canceled and
retired so that the Company shall not be entitled to exercise any Rights
associated with the Common Stock which are no longer outstanding.

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

            (d) As soon as practicable after the Distribution Date, the Company
will prepare and execute, the Rights Agent will countersign, and the Company
will send or cause to be sent (and the Rights Agent will, if requested, send),
by first class mail, postage prepaid, to each record holder of the Common Stock
as of the close of business on the Distribution Date, as shown by the records of
the Company, at the address of such holder shown on such records, a certificate
in the form provided by Section 4 hereof (a "Right Certificate"), evidencing one
Right (subject to adjustment as provided herein) for each share of Common Stock
so held. As of and after the Distribution Date, the Rights shall be evidenced
solely by Right Certificates and may be transferred by the transfer of the Right
Certificate as permitted hereby, separately and apart from any transfer of one
or more shares of Common Stock.

            Section 4. Form of Right Certificates. The Right Certificates (and
the forms of election to purchase shares, certificate and assignment to be
printed on the



                                       13
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reverse thereof), when, as and if issued, shall be substantially in the form set
forth in Exhibit B hereto and may have such marks of identification or
designation and such legends, summaries or endorsements printed thereon as may
be required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the Common
Stock or the Rights may from time to time be listed or as the Company may deem
appropriate to conform to usage or otherwise and as are not inconsistent with
the provisions of this Agreement. Subject to the provisions of Section 22
hereof, Right Certificates evidencing Rights whenever issued, (i) shall be dated
as of the date of issuance of the Rights they represent and (ii) subject to
adjustment from time to time as provided herein, on their face shall entitle the
holders thereof to purchase such number of one one-thousandths of a share
(including fractional shares which are integral multiples of one-thousandth of a
share) of Preferred Stock as shall be set forth thereon at the price per one
one-thousandth of a share of Preferred Stock payable upon exercise of a Right
provided by Section 7(b) hereof, as the same may from time to time be adjusted
as provided herein (the "Exercise Price").

            Section 5.  Countersignature and Registration.

            (a)  Each Right Certificate shall be executed on behalf of the
Company by its Chairman of the Board, President or any Vice President, either
manually or by facsimile signature, and 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. Each Right
Certificate 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



                                       14
<PAGE>


signed any Right Certificate shall cease to be such officer of the Company
before countersignature by the Rights Agent and issuance and delivery of the
certificate by the Company, such Right Certificate, nevertheless, may be
countersigned by the Rights Agent and issued and delivered with the same force
and effect as though the person who signed such Right Certificates had not
ceased to be such officer of the Company. Any Right Certificate may be signed on
behalf of the Company by any person who, on the date of the execution of such
Right Certificate, shall be a proper officer of the Company to sign such Right
Certificate, although at the date of the execution of this 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 one or more offices designated as
the appropriate place for surrender of Right Certificates upon exercise or
transfer, and in such other locations as may be required by law, books for
registration and transfer of the Right Certificates issued hereunder. Such books
shall show the names and addresses of the respective holders of the Right
Certificates, the number of Rights evidenced on its face by each of the Right
Certificates and the date of each of the Right Certificates.

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

            (a) Subject to the provisions of Sections 7(e), 7(f) and 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 earlier of the Expiration Date or the
Final Expiration Date, any Right Certificate, may be (i) transferred or (ii)
split up, combined or exchanged for one or more other Right Certificates,
entitling the registered holder to purchase a like number of one



                                       15
<PAGE>


one-thousandths of a share of Preferred Stock as the Right Certificate or Rights
Certificates surrendered then entitled such holder to purchase. Any registered
holder desiring to transfer, split up, combine or exchange any Right Certificate
shall surrender the Right Certificate at the office of the Rights Agent
designated for the surrender of Right Certificates with the form of certificate
and assignment on the reverse side thereof duly endorsed (or enclose with such
Right Certificate a written instrument of transfer in form satisfactory to the
Company and the Rights Agent), duly executed by the registered holder thereof or
his attorney duly authorized in writing, and with such signature duly
guaranteed. Any registered holder desiring to split up, combine or exchange any
Right Certificate shall make such request in writing delivered to the Rights
Agent, and shall surrender the Right Certificate to be split up, combined or
exchanged at the office of the Rights Agent designated therefor. Thereupon, the
Rights Agent shall countersign and deliver to the person entitled thereto a
Right Certificate or Right Certificates, as the case may be, as so requested.
The Company may require payment of a sum sufficient to cover any Transfer Tax
that may be imposed in connection with any transfer, split up, combination or
exchange of any Right Certificates.

            (b) Subject to the provisions of Sections 7(e), 7(f) and 14 hereof,
at any time after the Distribution Date and prior to the Expiration Date, upon
receipt by the Company and the Rights Agent of evidence reasonably satisfactory
to them of the loss, theft, destruction or mutilation of a Right Certificate,
and, in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to them and, if requested by the Company, reimbursement to the
Company and the Rights Agent of all reasonable expenses incidental thereto, or
upon surrender to the Rights Agent and cancellation of the



                                       16
<PAGE>


Right Certificate if mutilated, the Company shall cause a new Right Certificate
of like tenor to be issued and delivered to the registered owner in lieu of the
Right Certificate so lost, stolen, destroyed or mutilated.

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

            (a) The Rights shall not be exercisable until, and shall become
exercisable on, the Distribution Date (unless otherwise provided herein,
including, without limitation, the restrictions on exercisability set forth in
Sections 7(e) and 27(b) hereof). Except as otherwise provided herein, the Rights
may be exercised, in whole or in part, at any time commencing with the
Distribution Date upon surrender of the Right Certificate, with the form of
election to purchase and certificate on the reverse side thereof duly executed
(with signatures duly guaranteed), to the Rights Agent at the principal office
of the Rights Agent in New York, New York, together with payment of the Exercise
Price for each Right exercised, subject to adjustment as hereinafter provided,
at or prior to the Close of Business on the earlier of (i) April 29, 2001 (the
"Final Expiration Date") or (ii) the date on which the Rights are redeemed as
provided in Section 23 hereof or the date on which the Rights are exchanged as
provided in Section 27 hereof (such earlier date being herein referred to as the
"Expiration Date").

            (b) The Exercise Price shall initially be $35.00 for each one
one-thousandth (1/1,000) of a share of Preferred Stock issued pursuant to the
exercise of a Right. The Exercise Price and the number of one one-thousandths of
a share of Preferred Stock or other securities or property to be acquired upon
exercise of a Right shall be subject to adjustment from time to time as provided
in Sections 11 and 13 hereof. The



                                       17
<PAGE>


Exercise Price shall be payable in lawful money of the United States of America,
in accordance with paragraph (c) below.

            (c) Except as otherwise provided herein, upon receipt of a Right
Certificate representing exercisable Rights with the form of election to
purchase and certificate duly executed, accompanied by payment by certified
check, cashier's check, bank draft or money order payable to the Company or the
Rights Agent of the Exercise Price for the shares of Preferred Stock to be
purchased and an amount equal to any applicable Transfer Tax required to be paid
by the holder of the Right Certificate in accordance with Section 9(e) hereof,
the Rights Agent shall thereupon promptly (i) requisition from any transfer
agent of the Preferred Stock of the Company one or more certificates
representing the number of shares of Preferred Stock to be so purchased, and the
Company hereby authorizes and directs such transfer agent to comply with all
such requests, (ii) as provided in Section 14(b), at the election of the
Company, cause depositary receipts to be issued in lieu of fractional shares of
Preferred Stock, (iii) if the election provided for in the immediately preceding
clause (ii) has not been made, requisition from the Company the amount of cash
to be paid in lieu of the issuance of fractional shares (other than fractions
that are integral multiples of one one-thousandth of a share) in accordance with
Section 14(b) hereof, (iv) after receipt of such Preferred Stock certificates
and, if applicable, depositary receipts, cause the same to be delivered to or
upon the order of the registered holder of such Right Certificate, registered in
such name or names as may be designated by such holder and (v) when appropriate,
after receipt, promptly deliver such cash to or upon the order of the registered
holder of such Right Certificate; provided, however, that in the case of a
purchase of securities, other



                                       18
<PAGE>


than Preferred Stock, pursuant to Section 13 hereof, the Rights Agent shall
promptly take the appropriate actions corresponding in such case to that
referred to in the foregoing clauses (i) through (v) of this Section 7(c).
Notwithstanding the foregoing provisions of this Section 7(c), the Company may
suspend the issuance of shares of Preferred Stock and other securities upon
exercise of a Right for a reasonable period, not in excess of ninety (90) days,
during which the Company seeks to register under the Securities Act of 1933, as
amended (the "Act"), and any applicable securities law of any other
jurisdiction, the shares of Preferred Stock or other securities to be issued
pursuant to the Rights; provided, however, that nothing contained in this
Section 7(c) shall relieve the Company of its obligations under Section 9(d)
hereof. 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.

            (d) In case the registered holder of any Right Certificate shall
exercise less than all the Rights evidenced thereby, a new Right Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued
by the Rights Agent to the registered holder of such Right Certificate or his
assign, subject to the provisions of Section 14(b) hereof.

            (e) Notwithstanding any provision of this Agreement to the contrary,
from and after the time (the "invalidation time") when any Person first becomes
an Acquiring Person, any Rights that are Beneficially Owned by (x) such
Acquiring Person (or any Associate or Affiliate of such Acquiring Person), (y) a
transferee of such Acquiring Person (or any such Associate or Affiliate) who
becomes a transferee after the



                                       19
<PAGE>


invalidation time or (z) a transferee of such Acquiring Person (or any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with
the invalidation time pursuant to either (I) a transfer from the Acquiring
Person (or any such Associate or Affiliate) to holders of its equity securities
or to any Person with whom it has any continuing agreement, arrangement or
understanding regarding the transferred Rights or (II) a transfer which the
Board of Directors has determined is part of a plan, arrangement or
understanding which has the purpose or effect of avoiding the provisions of this
Section 7(e), and subsequent transferees of such Persons referred to in clause
(y) and (z) above, shall be null and void without any further action and any
holder of such Rights shall thereafter have no rights whatsoever with respect to
such Rights under any provision of this Agreement. The Company shall use all
reasonable efforts to ensure that the provisions of this Section 7(e) are
complied with, but shall have no liability to any holder of Right Certificates
or any other Person as a result of its failure to make any determination with
respect to an Acquiring Person or its Affiliates, Associates or transferees
hereunder. No Right Certificate shall be issued pursuant to Section 3 hereof
that represents Rights beneficially owned by an Acquiring Person or any
Affiliate or Associate thereof whose Rights would be null and void pursuant to
the provisions of this Section 7(e); no Right Certificate shall be issued at any
time upon the transfer of any Rights to an Acquiring Person (or an Affiliate or
Associate of such Acquiring Person) whose Rights would be null and void pursuant
to the provisions of this Section 7(e) or any Associate or Affiliate thereof or
to any nominee of such Acquiring Person, Associate or Affiliate; and any Right
Certificate delivered to the Rights Agent for transfer to an



                                       20
<PAGE>


Acquiring Person (or an Associate or Affiliate of such Acquiring Person) whose
Rights would be void pursuant to the provisions of this Section 7(e) shall be
cancelled.

            (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 following the form of election to
purchase set forth on the reverse side of the Right Certificate surrendered for
such exercise and (ii) provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates
thereof as the Company shall reasonably request.

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



                                       21
<PAGE>


            Section 9. Reservation and Availability of Shares of Preferred
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
Preferred Stock or out of authorized and issued shares of Preferred Stock held
in its treasury, such number of shares of Preferred Stock as will from time to
time be sufficient to permit the exercise in full of all outstanding Rights.

            (b) The Company shall use its best efforts to cause, from and after
such time as the Rights become exercisable, all shares of Preferred Stock issued
or reserved for issuance in accordance with this Agreement to be listed, upon
official notice of issuance, upon the principal national securities exchange, if
any, upon which the Common Stock is listed or, if the principal market for the
Common Stock is not on any national securities exchange, to be eligible for
quotation in the National Association of Securities Dealers' Automated Quotation
System or any successor thereto or other comparable quotation system.

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

            (d) The Company shall use its best efforts to (i) file, as soon as
practicable following the occurrence of the event described in Section
11(a)(ii), or as soon as is required by law following the Distribution Date, as
the case may be, a registration



                                       22
<PAGE>


statement under the Act, with respect to the shares of Preferred Stock
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 Preferred
Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date.
The Company may temporarily suspend, for a period of time not to exceed ninety
(90) days, the issuance of shares of Preferred Stock upon exercise of a Right in
order to prepare and file a registration statement under the Act and permit it
to become effective. 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.
Notwithstanding any provision of this Agreement to the contrary, the Rights
shall not be exercisable in any jurisdiction unless the requisite qualification
in such jurisdiction shall have been obtained and until a registration statement
under the Act (if required) shall have been declared effective.

            (e) The Company covenants and agrees that it will pay when due and
payable any and all federal and state Transfer Taxes which may be payable in
respect of the issuance or delivery of the Right Certificates or of any shares
of Preferred Stock issued or delivered 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 a Right Certificate to a Person other
than, or the issuance or delivery of certificates for Preferred Stock upon
exercise of Rights in a name other than that of, the registered holder of the
Right Certificate, and the Company shall not be required to issue



                                       23
<PAGE>


or deliver a Right Certificate or certificate for Preferred Stock to a Person
other than such registered holder until any such Transfer Tax shall have been
paid (any such Transfer Tax being payable by the holder of such Right
Certificate at the time of surrender) or until it has been established to the
Company's satisfaction that no such Transfer Tax is due.

            Section 10. Preferred Stock Record Date. Each Person in whose name
any certificate for shares of Preferred Stock is issued upon the exercise of
Rights shall for all purposes be deemed to have become the holder of record of
the Preferred Stock represented thereby on, and such certificate shall be dated
as of, the date upon which the Right Certificate evidencing such Rights was duly
surrendered and payment of the Exercise Price (and any applicable Transfer
Taxes) was made; provided, however, that, if the date of such surrender and
payment is a date upon which the Preferred Stock transfer books of the Company
are closed, such Person shall be deemed to have become the record holder of such
shares on, and such certificate shall be dated as of, the next succeeding
Business Day on which the Preferred Stock transfer books of the Company are
open.

            Section 11. Adjustment of Exercise Price or Number of Shares. The
Exercise Price and the number of shares of Preferred Stock which may be
purchased upon exercise of a Right 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 or pay any dividend on Common
            Stock payable in shares of Common Stock, (B) subdivide or split the
            outstanding shares of Common Stock into a greater number of shares
            or (C) combine



                                       24
<PAGE>


            or consolidate the outstanding shares of Common Stock into a smaller
            number of shares or effect a reverse split of the outstanding shares
            of Common Stock, then and in each such event the number of one
            one-thousandth of a share of Preferred Stock issuable upon the
            Exercise of a Right after the record date for such event (if one
            shall have been established or, if not, after the date of such
            event) shall be the number of one one-thousandth of a share of
            Preferred Stock issuable immediately prior to such event multiplied
            by a fraction, the numerator of which is the number of shares of
            Common Stock outstanding immediately prior to such event and the
            denominator of which is the number of shares of Common Stock
            outstanding immediately after such event and the Exercise Price to
            be in effect after the record date for such event (if one shall have
            been established or, if not, after the date of such event) shall be
            determined by multiplying the Exercise Price in effect immediately
            prior to such event by such fraction. 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).

                  (ii) Subject to Section 27 of this Agreement, in the event
            that any Person shall become an Acquiring Person, then, except as
            otherwise provided in this Section 11, each holder of a Right,
            except as provided in Section 7(e) hereof, shall thereafter have the
            right to receive upon exercise of such Right in accordance with the
            terms of this Agreement and payment



                                       25
<PAGE>


            of the Exercise Price, such number of one one-thousandth of a share
            of Preferred Stock as shall equal the result obtained by (1)
            multiplying the then current Exercise Price by the number of one
            one-thousandth of a share of Preferred Stock for which a Right is
            then exercisable and dividing the product by (2) 50% of the Fair
            Market Value of one one-thousandth of a share of Preferred Stock
            (determined pursuant to Section 11(b) hereof) on the date of such
            occurrence.

                  (iii) In the event that the Company does not have available
            sufficient authorized but unissued Preferred Stock to permit the
            exercise in full of the Rights in accordance with the foregoing
            subparagraph (ii), the Company shall take all such action as may be
            necessary to authorize and reserve for issuance such number of
            additional shares of Preferred Stock as may from time to time be
            required to be issued upon the exercise in full of all Rights from
            time to time outstanding and, if necessary, shall use its best
            efforts to obtain stockholder approval thereof. In lieu of issuing
            shares of Preferred Stock in accordance with the foregoing
            subparagraph (ii), the Company may, if the Board of Directors
            determines that such action is necessary or appropriate and not
            contrary to the interests of holders of Rights, elect to issue or
            pay, upon the exercise of the Rights, cash, property, shares of
            Preferred or Common Stock, or any combination thereof, having an
            aggregate Fair Market Value equal to the Fair Market Value of the
            shares of Preferred Stock which otherwise would have been issuable
            pursuant to Section 11(a)(ii), which Fair Market Value shall be



                                       26
<PAGE>


            determined by an investment banking firm selected by the Board of
            Directors. For purposes of the preceding sentence, the Fair Market
            Value of the Preferred Stock shall be as determined pursuant to
            Section 11(b). Subject to Section 23 hereof, any such election by
            the Board of Directors of the Company must be made and publicly
            announced within thirty (30) days after the date on which the event
            described in Section 11(a)(ii) occurs.

            (b) For the purpose of this Agreement, the "Fair Market Value" of
any share of Preferred Stock, Common Stock or any other stock or any Right or
other security or any other property on any date shall be determined as provided
in this Section 11(b). In the case of a publicly-traded stock or other security,
the Fair Market Value on any date shall be deemed to be the average of the daily
closing prices per share of such stock or per unit of such other security for
the thirty (30) consecutive Trading Days (as such term is hereinafter defined)
immediately prior to such date; provided, however, that in the event that the
Fair Market Value per share of any share of Common Stock is determined during a
period which includes any date that is within thirty (30) Trading Days after (i)
the ex-dividend date for a dividend or distribution on such stock payable in
shares of Common Stock or securities convertible into shares of Common Stock, or
(ii) the effective date of any subdivision, split, combination, consolidation,
reverse stock split or reclassification of such stock, then, and in each such
case, the Fair Market Value shall be appropriately adjusted by the Board of
Directors of the Company to take into account ex-dividend or post-effective date
trading. The closing price 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



                                       27
<PAGE>


the closing bid and asked prices, regular way (in either case, as reported in
the applicable transaction reporting system with respect to securities listed or
admitted to trading on the Nasdaq National Market), or, if the securities are
not listed or admitted to trading on the Nasdaq National Market, as reported in
the applicable transaction reporting system with respect to securities listed on
the principal national securities exchange or Nasdaq market on which such
security is listed or admitted to trading; or, if not listed or admitted to
trading on any national securities exchange or Nasdaq market, the last quoted
price (or, if not so quoted, the average of the high bid and low asked prices)
in the over-the-counter market, as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other
system then in use; or, if no bids for such security are 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 such security selected by the Board
of Directors of the Company. The term "Trading Day" shall mean a day on which
the principal national securities exchange or Nasdaq market on which such
security is listed or admitted to trading is open for the transaction of
business or, if such security is not listed or admitted to trading on any
national securities exchange or Nasdaq market, a Business Day. If a security is
not publicly held or not so listed or traded, "Fair Market Value" shall mean the
fair value per share of stock or per other unit of such other security, as
determined by an independent investment banking firm experienced in the
valuation of securities selected in good faith by the Board of Directors of the
Company, or, if no such investment banking firm is, in the good faith judgment
of the Board of Directors, available to make such determination, in good faith
by the Board of Directors of the Company; provided, however, that for purposes
of making the



                                       28
<PAGE>


adjustment provided for by Section 11(a)(ii) hereof, the Fair Market Value of a
share of Preferred Stock shall not be less than 100% of the product of the Fair
Market Value of a share of Common Stock multiplied by the higher of the then
Dividend Multiple or Vote Multiple applicable to the Preferred Stock (as defined
in the Certificate of Designations relating to the Preferred Stock) and shall
not exceed 105% of the product of the then Fair Market Value of a share of
Common Stock multiplied by the higher of the then Dividend Multiple or Vote
Multiple applicable to the Preferred Stock. In the case of property other than
securities, the "Fair Market Value" thereof shall be determined in good faith by
the Board of Directors of the Company based upon such appraisals or valuation
reports of such independent experts as the Board of Directors of the Company
shall in good faith determine to be appropriate in accordance with good business
practices and the interests of the holders of Rights. Any such determination of
Fair Market Value shall be described in a statement filed with the Rights Agent
and shall be binding upon the Rights Agent.

            (c) In case the Company shall fix a record date for the issuance of
rights, options or warrants to all holders of Common Stock entitling them (for a
period expiring within forty-five (45) calendar days after such record date) to
subscribe for or purchase Common Stock or securities convertible into Common
Stock at a price per share (or having a conversion price per share, if a
security convertible into Common Stock) less than the then current per share
Fair Market Value of the Common Stock on such record date, the Exercise Price to
be in effect after such record date shall be determined by multiplying the
Exercise Price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding
on such record date plus the number of shares of Common Stock which the




                                       29
<PAGE>


aggregate offering price of the total number of shares of Common 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 Fair Market Value
and the denominator of which shall be the number of shares of Common Stock
outstanding on such record date plus the number of additional shares of Common
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 in a consideration part or all of which shall 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.
Shares of Common Stock owned by or held for the account of the Company shall not
be deemed outstanding for the purpose of any such computation. Such adjustment
shall be made successively whenever such a record date is fixed and in the event
that such rights, options or warrants are not so issued, the Exercise Price
shall be adjusted to be the Exercise Price which would then be in effect if such
record date had not been fixed.

            (d) In case the Company shall fix a record date for the making of a
distribution to all holders of the Common Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the
continuing or surviving corporation) of evidences of indebtedness, cash (other
than a regular quarterly cash dividend not in excess of 150% of the previous
regular quarterly cash dividend out of the earnings or retained earnings of the
Company), assets (other than a dividend payable in shares of Common Stock) or
subscription rights or warrants (excluding those referred to in Section 11(c)
hereof), the Exercise Price to be in effect after such record



                                       30
<PAGE>


date shall be determined by multiplying the Exercise Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the
Fair Market Value of the shares of Common 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 assets or evidences of indebtedness so to be
distributed or of such subscription rights or warrants applicable to one share
of Common Stock and the denominator of which shall be such current Fair Market
Value of the shares of Common Stock. Such adjustment shall be made successively
whenever such a record date is fixed and in the event that such distribution is
not so made, the Exercise Price shall again be adjusted to be the Exercise Price
which would then be in effect if such record date had not been fixed.

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

            (f) The Company may elect on or after the date of any adjustment of
the Exercise Price pursuant to Sections 11(c) and 11(d) to adjust the number of
Rights in



                                       31
<PAGE>


substitution for any adjustment pursuant to Section 11(e) in the number of one
one-thousandths of a share of Preferred Stock purchasable upon the exercise of a
Right. Each of the Rights outstanding after such adjustment of the number of
Rights shall be exercisable for the number of one one-thousandths of a share of
Preferred Stock for which a Right was exercisable immediately prior to such
adjustment. Each Right held of record prior to such adjustment of the number of
Rights shall become that number of Rights obtained by dividing the Exercise
Price in effect immediately prior to adjustment of the Exercise Price by the
Exercise Price in effect immediately after adjustment of the Exercise 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 Exercise Price is adjusted or any day thereafter, but, if the Right
Certificates have been issued, shall be at least ten (10) days later than the
date of the public announcement. If the Right Certificates have been issued,
upon each adjustment of the number of Rights pursuant to this Section 11(e), the
Company shall, as promptly as practicable, cause to be distributed to holders of
record of Right Certificates on such record date Right Certificates evidencing,
subject to Section 14 hereof, the additional Rights, if any, to which such
holders shall be entitled as a result of such adjustment, or, at the option of
the Company, shall cause to be distributed to such holders of record in
substitution and replacement for the Right Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if required by the
Company, new Right Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment. Right Certificates so to be distributed
shall be issued, executed and



                                       32
<PAGE>


countersigned in the manner provided for herein and shall be registered in the
names of the holders of record of Right Certificates on the record date
specified in the public announcement.

            (g) All calculations under this Section 11 shall be made to the
nearest cent or to the nearest one one-thousandth of a share, as the case may
be.

            (h) Irrespective of any adjustment or change in the Exercise Price
or the number of shares of Preferred Stock issuable upon the exercise of the
Rights, the Right Certificates theretofore and thereafter issued may continue to
express the Exercise Price and the number of shares to be issued upon exercise
of the Rights as in the initial Right Certificates issued hereunder but,
nevertheless, shall represent the Rights as so adjusted.

            (i) Before taking any action that would cause an adjustment reducing
the purchase price per whole share of Preferred Stock upon exercise of the
Rights below the then par value, if any, of the shares of Preferred Stock, the
Company shall use its best efforts to take any corporate action which may, in
the opinion of its counsel, be necessary in order that the Company may validly
and legally issue fully paid and non-assessable shares of such Preferred Stock
at such adjusted purchase price per share.

            (j) Anything in this Section 11 to the contrary notwithstanding, in
the event of any reclassification of stock of the Company or any
recapitalization, reorganization or partial liquidation of the Company or
similar transaction, the Company shall be entitled to make such further
adjustments in the number of shares of Preferred Stock which may be acquired
upon exercise of the Rights, and such adjustments in the Exercise Price
therefor, in addition to those adjustments expressly required by the other
paragraphs of this Section 11, as the Board of Directors of the Company shall
determine



                                       33
<PAGE>


to be necessary or appropriate in order for the holders of the Rights in such
event to be treated equitably and in accordance with the purpose and intent of
this Agreement or in order that any such event shall not, but for such
adjustment, in the opinion of counsel to the Company, result in the stockholders
of the Company being subject to any United States federal income tax liability
by reason thereof.

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

            Section 12. Certification of Adjusted Exercise Price or Number of
Shares. Whenever an adjustment is made as provided in Section 11, 13, 23 or 27,
the Company shall (a) promptly prepare a certificate setting forth such
adjustment, and a brief statement of the facts giving rise to such adjustment,
(b) promptly file with the Rights Agent and with each transfer agent for the
Preferred Stock a copy of such certificate and (c) mail a brief summary thereof
to each holder of a Right Certificate in accordance with Section 25.
Notwithstanding the foregoing sentence, the failure of the Company to make such
certification or give such notice shall not affect the validity of or the force
or effect of the requirement for such adjustment. Any adjustment to be made
pursuant to Section



                                       34
<PAGE>


11, 13 or 23(c) of this Agreement shall be effective as of the date of the event
giving rise to such adjustment. The Rights Agent shall be fully protected in
relying on any such certificate and on any adjustment therein contained and
shall not be deemed to have knowledge of any adjustment unless and until it
shall have received such certificate.

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

              (a) In the event that, at any time after the time that any Person
becomes an Acquiring Person, (x) the Company shall, directly or indirectly,
consolidate with, or merge with and into, any other Person or Persons (other
than an Exempt Person) and the Company shall not be the surviving or continuing
corporation of such consolidation or merger, or (y) any Person or Persons (other
than an Exempt Person) shall, directly or indirectly, consolidate with, or merge
with and 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 (other than an Exempt Person) or of the Company or cash or any other
property, or (z) the Company or one or more of its Subsidiaries shall, directly
or indirectly, sell or otherwise transfer to any other Person, in one or more
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), then, on
the first occurrence of any such event, proper provision shall be made so that
(i) each holder of record of a Right, except as provided in Section 7(e) hereof,
shall thereafter have the right to receive, upon the exercise thereof at a price
equal to the then current Exercise Price multiplied by the



                                       35
<PAGE>


number of one one-thousandths of a share of Preferred Stock for which a Right is
then exercisable, in accordance with the terms of this Agreement and in lieu of
shares of Preferred Stock, such number of shares of validly issued, fully paid,
non-assessable and freely tradeable Common Stock of the Principal Party (as
defined herein), not subject to any liens, encumbrances, rights of first refusal
or other adverse claims, as shall equal the result obtained by (1) multiplying
the then current Exercise Price by the number of one one-thousandths of a share
of Preferred Stock for which a Right is then exercisable and dividing that
product by (2) 50% of the then per share Fair Market Value of the Common Stock
of the Principal Party on the date of the consummation, merger, sale or
transfer; provided, however, that the Exercise Price (as adjusted) and the
number of shares of Common Stock of such Principal Party so receivable upon
exercise of a Right shall be subject to further adjustment as appropriate in
accordance with Section 11 hereof to reflect any events occurring in respect of
the Common Stock of such Principal Party after the occurrence of such
consolidation, merger, sale or transfer; (ii) such Principal Party shall
thereafter be liable for, and shall assume, by virtue of such consolidation,
merger, sale or transfer, all the obligations and duties of the Company pursuant
to this Agreement; (iii) the term "Company" for all purposes of this Agreement
shall thereafter be deemed to refer to such Principal Party; (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 accordance with the
provisions of Section 9 hereof applicable to the reservation of Preferred Stock)
in connection with such consummation as may be necessary to assure that the
provisions hereof shall thereafter be applicable, as nearly as reasonably may
be, in relation to its shares of Common Stock thereafter deliverable upon



                                       36
<PAGE>


the exercise of the Rights; provided, however, that, upon the subsequent
occurrence of any merger, consolidation, sale of all or substantially all of the
assets, recapitalization, reclassification of shares, reorganization or other
extraordinary transaction in respect of such Principal Party, each holder of a
Right shall thereupon be entitled to receive, upon exercise of a Right and
payment of the Exercise Price, such cash, shares, rights, warrants and other
property which such holder would have been entitled to receive had it, at the
time of such transaction, owned the shares of Common Stock of the Principal
Party purchasable upon the exercise of a Right, and such Principal Party shall
take such steps (including, but not limited to, reservation of shares of stock)
as may be necessary to permit the subsequent exercise of the Rights in
accordance with the terms hereof for such cash, shares, rights, warrants and
other property and (v) the provisions of Section 11(a)(ii) hereof shall be of no
effect following the occurrence of any event described in clause (x), (y) or (z)
above of this Section 13(a).

            (b)  "Principal Party" shall mean

                  (i) in the case of any transaction described in (x) or (y) of
the first sentence of Section 13(a) hereof: (A) the Person that is the issuer of
the securities into which shares of Common Stock of the Company are changed or
otherwise exchanged or converted in such merger or consolidation, or, if there
is more than one such issuer, the issuer of the Common Stock of which has the
greatest market value or (B) if no securities are so issued, (x) the Person that
is the other party to the merger or consolidation and that survives such merger
or consolidation, or, if there is more than one such Person, the Person the
Common Stock of which has the greatest market value or (y) if the Person that is
the other party to the merger or consolidation does not survive the merger or




                                       37
<PAGE>


consolidation, the Person that does survive the merger or consolidation
(including the Company if it survives); and

                 (ii) in the case of any transaction described in (z) of the
first sentence in 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, or, if each Person that is a party to such
transaction or transactions receives the same portion of the assets or earning
power so transferred or if the Person receiving the greatest portion of the
assets or earning power cannot be determined, whichever of such Persons as is
the issuer of Common Stock having the greatest market value of shares
outstanding; provided, however, that in any such case, if the Common Stock of
such Person is not at such time and has not been continuously over the preceding
12-month period registered under Section 12 of the Exchange Act, then (i) if
such Person is a direct or indirect Subsidiary of another Person the Common
Stock of which is and has been so registered, the term "Principal Party" shall
refer to such other Person, or (2) if such Person is a Subsidiary, directly or
indirectly, of more than one Person, the Common Stocks of all of which are and
have been so registered, the term "Principal Party" shall refer to whichever of
such Persons is the issuer of the Common Stock having the greatest market value
of shares outstanding, or (3) if such Person is owned, directly or indirectly,
by a joint venture formed by two or more Persons that are not owned, directly or
indirectly, by the same Person, the rules set forth in clauses (1) and (2) above
shall apply to each of the owners having an interest in the venture as if the
Person owned by the joint venture was a Subsidiary of both or all of such joint
venturers, and the Principal Party in each such case



                                       38
<PAGE>


shall bear the obligations set forth in this Section 13 in the same ratio as its
interest in such Person bears to the total of such interests.

            (c) The Company shall not consummate any consolidation, merger or
sale or transfer of assets or earning power referred to in Section 13(a) unless
the Principal Party shall have a sufficient number of authorized shares of its
Common Stock that have not been issued or reserved for issuance to permit
exercise in full of all Rights in accordance with this Section 13 and unless
prior thereto the Company and the Principal Party involved therein shall have
executed and delivered to the Rights Agent an agreement confirming that the
Principal Party shall, upon consummation of such consolidation, merger or sale
or transfer of assets or earning power, assume this Agreement in accordance with
Section 13(a) hereof and that all rights of first refusal or preemptive rights
in respect of the issuance of shares of Common Stock of the Principal Party upon
exercise of outstanding Rights have been waived and that such transaction shall
not result in a default by the Principal Party under this Agreement, and further
providing that, as soon as practicable after the date of any consolidation,
merger or sale or transfer of assets or earning power referred to in Section
13(a) hereof, 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, use its best efforts
            to cause such registration statement to become effective as soon as
            practicable after such filing and use its best efforts to cause such
            registration statement to remain effective (with a prospectus at all
            times meeting the requirements of the



                                       39
<PAGE>


            Act) until the date of expiration of the Rights, and similarly
            comply with applicable state securities laws;

                  (ii) use its best efforts to list (or continue the listing of)
            the Rights and the securities purchasable upon exercise of the
            Rights on a national securities exchange or to meet the eligibility
            requirements for quotation on NASDAQ;

                  (iii) deliver to holders of the Rights historical financial
            statements for the Principal Party which comply in all respects with
            the requirements for registration on Form 10 (or any successor form)
            under the Exchange Act. In the event that any of the transactions
            described in Section 13(a) hereof shall occur at any time after the
            occurrence of a transaction described in Section 11(a)(ii) hereof,
            the Rights which have not theretofore been exercised shall, subject
            to the provisions of Section 7(e) hereof, thereafter be exercisable
            in the manner described in Section 13(a); and

                  (iv) obtain waivers of any rights of first refusal or
            preemptive rights in respect of the Common Stock of the Principal
            Party subject to purchase upon exercise of outstanding Rights.

            (d) In case the Principal Party which is to be a party to a
transaction referred to in this Section 13 has a provision in any of its
authorized securities or in its Certificate of Incorporation or By-laws or other
instrument governing its corporate affairs, which provision would have the
effect of (i) causing such Principal Party to issue, in connection with, or as a
consequence of, the consummation of a transaction referred to



                                       40
<PAGE>


in this Section 13, shares of Common Stock of such Principal Party at less than
the then Fair Market Value per share (determined pursuant to Section 11(b)
hereof) or securities exercisable for, or convertible into, Common Stock of such
Principal Party at less than such then Fair Market Value (other than to holders
of Rights pursuant to this Section 13) or (ii) providing for any special tax or
similar payment in connection with the issuance to any holder of a Right of
Common Stock of such Principal Party pursuant to the provisions of this Section
13, then, in such event, the Company shall not consummate any such transaction
unless prior thereto the Company and such Principal Party shall have executed
and delivered to the Rights Agent a supplemental agreement providing that the
provision in question of such Principal Party shall have been canceled, waived
or amended, or that the authorized securities shall be redeemed, so that the
applicable provision will have no effect in connection with, or as a consequence
of, the consummation of the proposed transaction.

            (e) The Company covenants and agrees that it shall not, at any time
after any Person becomes an Acquiring Person, enter into any transaction of the
type described in clauses (x) through (z) of Section 13(a) hereof if (i) at the
time of or immediately after such consolidation, merger, sale, transfer or other
transaction 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, (ii)
prior to, simultaneously with or immediately after such consolidation, merger,
sale, transfer or other transaction, 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



                                       41
<PAGE>


or Associates or (iii) the form or nature of organization of the Principal Party
would preclude or limit the exercisability of the Rights.

            Section 14. Fractional Rights and Fractional Shares.

            (a)  The Company shall not be required to issue fractions of
Rights or to distribute Right Certificates which evidence fractional Rights
(i.e., Rights to acquire less than one one-thousandth of a share of Preferred
Stock), unless such fractional Rights result from a transaction referred to in
Section 11(a)(i) hereof. If the Company shall determine not to issue such
fractional Rights, then, in lieu of such fractional Rights, there shall be paid
to the holders of record of the Right Certificates with regard to which such
fractional Rights would otherwise be issuable, an amount in cash equal to the
same fraction of the Fair Market Value of a whole Right.

            (b) The Company shall not be required to issue fractions of shares
of Preferred Stock (other than fractions that are integral multiples of one
one-thousandth of a share) upon exercise of the Rights or to distribute
certificates which evidence fractional shares (other than fractions that are
integral multiples of one one-thousandth of a share). In lieu of issuing
fractions of shares of Preferred Stock, the Company may, at its election, issue
depositary receipts evidencing fractions of shares pursuant to an appropriate
agreement between the Company and a depositary selected by it, provided, that
such agreement shall provide that the holders of such depositary receipts shall
have all of the rights, privileges and preferences to which they would be
entitled as owners of the Preferred Stock. With respect to fractional shares
that are not integral multiples of one one-thousandth of a share, if the Company
does not issue such fractional shares or depositary receipts in lieu thereof,
there shall be paid to the holders of record of Right



                                       42
<PAGE>


Certificates at the time such Right Certificates are exercised as herein
provided an amount in cash equal to the same fraction of the Fair Market Value
of a share of Preferred Stock.

            (c) The holder of a Right by the acceptance of a Right expressly
waives his right to receive any fractional Right or any fractional shares of
Preferred Stock (other than fractions which are integral multiples of one
one-thousandth of a share) upon exercise of a Right.

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



                                       43
<PAGE>


            Section 16. Agreement of Right Holders. Each 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 shall be evidenced by
      the certificates for Common Stock registered in the name of the holders of
      Common Stock (together, as applicable, with the Summary of Rights), which
      certificates for Common Stock shall also constitute certificates for
      Rights, and not by separate Right Certificates, and each Right shall be
      transferable only simultaneously and together with the transfer of shares
      of Common Stock;

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

            (c) the Company and the Rights Agent may deem and treat the Person
      in whose name the Right 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 Right 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 shall be affected by any notice to the contrary.

            Section 17. Right Certificate Holder Not Deemed a Stockholder. No
holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be



                                       44
<PAGE>


deemed for any purpose the holder of Preferred Stock or any other securities
which may at any time be issuable on the exercise of the Rights represented
thereby, nor shall anything contained herein or in any Right Certificate be
construed to confer upon the holder of any Right Certificate, as such, any of
the rights of a stockholder of the Company 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 Right Certificate shall
have been exercised in accordance with the provisions hereof.

            Section 18. Concerning the Rights Agent.

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

            (b) The Rights Agent shall be protected against, and shall incur no
liability for or in respect of, any action taken, suffered or omitted by it in
connection with



                                       45
<PAGE>


its administration of this Agreement in reliance upon any Right Certificate or
certificate for Preferred Stock or for other securities of the Company,
instrument of assignment or transfer, power of attorney, endorsement, affidavit,
letter, notice, direction, consent, certificate, statement or other paper or
document believed by it to be genuine and to be signed, executed and, where
necessary, verified or acknowledged, by the proper person or persons.

            Section 19. Merger or Consolidation of, or Change in Name of, the
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 stock transfer business of the Rights Agent or any
successor Rights Agent, shall be the successor to the Rights Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto, provided that such corporation would be
eligible for appointment as a successor Rights Agent under the provisions of
Section 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 the predecessor Rights Agent and deliver such
Right Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor Rights



                                       46
<PAGE>


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

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

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

            (b) Whenever in the performance of its duties under this Agreement
the Rights Agent shall deem it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by the Chairman of the Board, the President
or any Vice President and by the Treasurer or the



                                       47
<PAGE>


Secretary or an Assistant Secretary of the Company and delivered to the Rights
Agent. Any such certificate shall be full authorization to the Rights Agent for
any action taken or suffered in good faith by it under the provisions of this
Agreement in reliance upon such certificate.

            (c) The Rights Agent shall be liable hereunder only for its own
negligence, bad faith or willful misconduct. Anything to the contrary
notwithstanding, in no event shall the Rights Agent be liable for special,
indirect, consequential or incidental loss or damage 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.

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

            (e) The Rights Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Right Certificate;
nor shall it be responsible for any adjustment required under the provisions of
Section 11 or 13 hereof or responsible for the manner, method or amount of any
such adjustment or the ascertaining of the existence of facts that would require
any such adjustment (except with respect to the exercise of Rights evidenced by
Right Certificates after receipt of a certificate describing any such
adjustment); nor shall it by



                                       48
<PAGE>


any act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Preferred Stock to be issued
pursuant to this Agreement or any Right Certificate or as to whether any shares
of Preferred Stock will, when 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 the Agreement.

            (g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from the
Chairman of the Board, the President or any Vice President or the Treasurer or
the Secretary 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
those instructions. Any application by the Rights Agent for written instructions
from the Company may, at the option of the Rights Agent, set forth in writing
any action proposed to be taken or omitted by the Rights Agent under this
Agreement and the date on and/or after which such action shall be taken or such
omission shall be effective. The Rights Agent shall not be liable for any action
taken by, or omission of, the Rights Agent in accordance with a proposal
included in any such application on or after the date specified in such
application (which date shall not be less than five Business Days after the date
any officer of the Company actually receives such



                                       49
<PAGE>


application unless any such officer shall have consented in writing to an
earlier date) unless, prior to taking any such action (or the effective date in
the case of an omission), the Rights Agent shall have received written
instructions in response to such application specifying the action to be taken
or omitted.

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

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

            (j) If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate contained in the form of
assignment or the form of election to purchase set forth on the reverse thereof,
as the case may be, has not been completed to certify the holder is not an
Acquiring Person (or an Affiliate or Associate thereof), the Rights Agent shall
not take any further action with respect to such requested exercise or transfer
without first consulting with the Company.



                                       50
<PAGE>


            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 the Preferred Stock by registered or
certified mail. The Company may remove the Rights Agent or any successor Rights
Agent (with or without cause) 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 the Preferred Stock by registered or
certified mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Rights Agent. Notwithstanding the foregoing provisions of this Section 21,
in no event shall the resignation or removal of a Rights Agent be effective
until a successor Rights Agent shall have been appointed and have accepted such
appointment. If the Company shall fail to make such appointment within a period
of thirty (30) days after such removal or after it has been notified in writing
of such resignation or incapacity by the resigning or incapacitated Rights Agent
or by the holder of a Right Certificate (who shall, with such notice, submit his
Right Certificate for inspection by the Company), then the incumbent Rights
Agent or the holder of record of any Right Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a court, shall be (a)
a corporation organized and doing business under the laws of the United States
or of any state thereof, in good standing, which is authorized under such laws
to exercise corporate trust or stock transfer powers and is subject to
supervision or examination in the conduct of its corporate trust or stock
transfer business by federal or



                                       51
<PAGE>


state authorities and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $5,000,000 or (b) an Affiliate
controlled by a corporation described in clause (a) of this sentence. After
appointment, the successor Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights
Agent without further act or deed, but the predecessor Rights Agent shall
deliver and transfer to the successor Rights Agent any property at the time held
by it hereunder, and execute and deliver any further assurance, conveyance, act
or deed necessary for the purpose. Not later than the effective date of any such
appointment, the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock and
Preferred Stock, and mail a notice thereof in writing to the registered holders
of the Right Certificates. Failure to give any notice provided for in this
Section 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. Notwithstanding the foregoing
provisions, in the event of resignation, removal or incapacity of the Rights
Agent, the Company shall have the authority to act as the Rights Agent until a
successor Rights Agent shall have assumed the duties of the Rights Agent
hereunder.

            Section 22. Issuance of New Right Certificates. Notwithstanding any
of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such form as may be approved by its Board of Directors to reflect any adjustment
or change in the Exercise Price per share and the number or kind or class of
shares of stock or other securities or property purchasable under the Right
Certificates made in accordance with the provisions of this



                                       52
<PAGE>


Agreement. In addition, in connection with the issuance or sale of Voting Stock
following the Distribution Date and prior to the Expiration Date, the Company
may with respect to shares of Voting Stock so issued or sold pursuant to (i) the
exercise of stock options, (ii) under any employee plan or arrangement, (iii)
upon the exercise, conversion or exchange of securities, notes or debentures
issued by the Company or (iv) a contractual obligation of the Company, in each
case existing prior to the Distribution Date, issue Rights Certificates
representing the appropriate number of Rights in connection with such issuance
or sale.

            Section 23.  Redemption.

            (a) The Company may, at its option, but only by the vote of a
majority of the Board of Directors, redeem all but not less than all of the then
outstanding Rights, at any time prior to the Stock Acquisition Date at a
redemption price of $.001 per Right, subject to adjustments as provided in
subsection (c) below (the "Redemption Price").

            (b) Without any further action and without any notice, the right to
exercise the Rights will terminate effective at the time so designated by action
of the Board of Directors ordering the redemption of the Rights and the only
right thereafter of the holders of Rights shall be to receive the Redemption
Price. Within ten (10) days after the effective time of the action of the Board
of Directors ordering the redemption of the Rights, the Company shall give
notice of such redemption to the holders of the then outstanding Rights by
mailing such notice to all such holders at their last addresses as they appear
upon the registry books of the Rights Agent or, prior to the Distribution Date,
on the registry books of the transfer agent for the Common Stock. Any notice
which is mailed in the manner herein provided shall be deemed given, whether or
not the holder



                                       53
<PAGE>


receives the notice. Each notice of redemption will state the method by which
the payment of the Redemption Price will be made. At the option of the Board of
Directors, the Redemption Price may be paid in cash to each Rights holder or by
the issuance of shares (and, at the Company's election pursuant to Section 14(b)
hereof, cash or depositary receipts in lieu of fractions of shares other than
fractions which are integral multiples of one one-thousandth of a share) of
Preferred Stock or Common Stock having a Fair Market Value equal to such cash
payment.

            (c) In the event the Company shall at any time after the date of
this Agreement (A) pay any dividend on Common Stock in shares of Common Stock,
(B) subdivide or split the outstanding shares of Common Stock into a greater
number of shares or (C) combine or consolidate the outstanding shares of Common
Stock into a smaller number of shares or effect a reverse split of the
outstanding shares of Common Stock, then, and in each such event, the Redemption
Price shall be appropriately adjusted to reflect the foregoing.

            Section 24.  Notice of Proposed Actions.

            (a)  In case the Company, after the Distribution Date, shall
propose (i) to effect any of the transactions referred to in Section 11(a)(i) or
to pay any dividend to the holders of record of its shares of Common Stock
payable in shares of capital stock of any class or to make any other
distribution to the holders of record of its Common Stock (other than a regular
periodic cash dividend at a rate not in excess of 150% of the rate of the last
cash dividend theretofore paid), or (ii) to offer to the holders of record of
its Common Stock options, warrants, or other rights to subscribe for or to
purchase shares of Common Stock (including any security convertible into or
exchangeable for Common



                                       54
<PAGE>


Stock) or shares of stock of any class or any other securities, options,
warrants, convertible or exchangeable securities or other rights, or (iii) to
effect any reclassification of its Preferred Stock or Common Stock or any
recapitalization or reorganization of the Company, or (iv) to effect any
consolidation or merger with or into, or to effect any sale or other transfer
(or to permit one or more of its Subsidiaries to effect any sale or other
transfer), in one or more transactions, of 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, 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 record of a Right Certificate, in accordance with Section 25,
notice of such proposed action, which shall specify the record date for the
purposes of such transaction referred to in Section 11(a)(i) or such dividend or
distribution, or the date on which such reclassification, recapitalization,
reorganization, consolidation, merger, sale or transfer of assets, liquidation,
dissolution, or winding up is to take place and the record date for determining
participation therein by the holders of record of Common Stock or Preferred
Stock, if any such date is to be fixed, and such notice shall be so given in the
case of any action covered by clause (i) or (ii) above at least ten (10) days
prior to the record date for determining holders of record of the Preferred
Stock for purposes of such action, and in the case of any such other action, at
least ten (10) days prior to the date of the taking of such proposed action or
the date of participation therein by the holders of record of Common Stock or
Preferred Stock, whichever shall be the earlier. The failure to give notice
required by this Section 24 or any defect therein shall not affect the legality
or validity of the action taken by the Company or the vote upon any such action.



                                       55
<PAGE>


            (b) In case the event referred to in Section 11(a)(ii) shall occur,
then the Company shall as soon as practicable thereafter, in accordance with
Section 25 hereof, give to each holder of a Right notice of the occurrence of
such event, which notice shall describe the event and the consequences of the
event to holders of Rights under Section 11(a)(ii) hereof.

            Section 25. Notices. Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of record of any Right
Certificate or Right 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:


                  The Grand Union Company
                  201 Willowbrook Boulevard
                  Wayne, New Jersey 07470
                  Attn:  General Counsel

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 record of any
Right Certificate or Right 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:

                  American Stock Transfer & Trust Company
                  99 Wall Street
                  New York, NY 10005
                  Attn: Vice President, Administration

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of record of any Right Certificate or
Right shall be



                                       56
<PAGE>


sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry
books of the Company.

            Section 26. Supplements and Amendments. For as long as the Rights
are then redeemable and except as provided in the last sentence of this Section
26, the Company may in its sole and absolute discretion, 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 the Rights. At any time when
the Rights are not then redeemable and except as provided in the last sentence
of this Section 26, the Company may, and the Rights Agent shall if the Company
so directs, supplement or amend this Agreement without the approval of any
holders of Right Certificates (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 or (iii) to change or supplement the provisions
hereunder in any manner which the Company may deem necessary or desirable,
provided, that no such supplement or amendment pursuant to this clause (iii)
shall materially adversely affect the interest of the holders of Right
Certificates. 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.

            Section 27. Exchange. (a) The Board of Directors of the Company may,
at its option, at any time after any Person becomes an Acquiring Person,
exchange all or part of the then outstanding and exercisable Rights (which shall
not include Rights that



                                       57
<PAGE>


have become null and void pursuant to the provisions of Section 7(e) hereof) by
exchanging for each such Right a number of shares of Common Stock having an
aggregate Fair Market Value on the date such Person becomes an Acquiring Person
equal to the Spread, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date such Person becomes an
Acquiring Person (such amount per Right being hereinafter referred to as the
"Exchange Consideration"). Notwithstanding the foregoing, the Board of Directors
shall not be empowered to effect such exchange at any time after any Person
(other than an Exempt Person), together with all Affiliates and Associates of
such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock
then outstanding. From and after the occurrence of an event specified in Section
13(a) hereof, any Rights that theretofore have not been exchanged pursuant to
this Section 27(a) shall thereafter be exercisable only in accordance with
Section 13 and may not be exchanged pursuant to this Section 27(a).

            (b) Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to paragraph (a) of this
Section 27 and without any further action and without any notice, the right to
exercise such Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive the Exchange Consideration. The Company shall
promptly give public notice of any such exchange; provided, however, that the
failure to give, or any defect in, such notice shall not affect the validity of
such exchange. The Company promptly shall mail a notice of any such exchange to
all of the holders of such Rights at their last addresses as they appear upon
the registry books of the Rights Agent. Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives the




                                       58
<PAGE>


notice. Each such notice of exchange will state the method by which the exchange
of the shares of Common Stock for Rights will be effected and, in the event of
any partial exchange, the number of Rights which will be exchanged. Any partial
exchange shall be effected pro rata based on the number of Rights (other than
Rights which have become null and void pursuant to the provisions of Section
7(e) hereof) held by each holder of Rights.

            (c) In the event that there shall not be sufficient shares of Common
Stock issued but not outstanding or authorized but unissued to permit any
exchange of Rights as contemplated in accordance with this Section 27, the
Company shall substitute to the extent of such insufficiency, for each share of
Common Stock that would otherwise be issuable upon exchange of a Right, a number
of shares of Preferred Stock or fractions thereof having an aggregate Fair
Market Value equal to the Fair Market Value of one share of Common Stock as of
the date any Person becomes an Acquiring Person.

            (d) The Company shall not be required to issue fractions of shares
of Common Stock or to distribute certificates which evidence fractional shares.
In lieu of such fractional shares, the Company shall pay to the registered
holders of the Right Certificates with regard to which such fractional shares of
Common Stock would otherwise be issuable an amount in cash equal to the same
fraction of the current market value of a whole share of Common Stock. For the
purposes of this paragraph (d), the current market value of a whole share of
Common Stock shall be the closing price of a share of Common Stock for the
Trading Day immediately prior to the date of exchange pursuant to this Section
27.



                                       59
<PAGE>


            Section 28.  Successors.  All of the covenants and provisions of
this Agreement by or for the benefit of the Company or the Rights Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.
            Section 29. Benefits of this Agreement. Nothing in this Agreement
shall be construed to give to any person or corporation other than the Company,
the Rights Agent and the registered holders of the Right Certificates (and,
prior to the Distribution Date, the holders of Common Stock in their capacity as
holders of the Rights) 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 holders of record of the Right Certificates
(and, prior to the Distribution Date, the holders of Common Stock in their
capacity as holders of the Rights).

            Section 30. Delaware Contract. This Agreement and each Right
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed and enforced in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state.

            Section 31. 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 32. 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.



                                       60
<PAGE>


            Section 33. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

            Section 34. Determinations and Actions by the Board of Directors.
The Board of Directors of the Company shall have the exclusive power and
authority to administer this Agreement and to exercise the rights and powers
specifically granted to the Board of Directors of the Company or to the Company,
or as may be necessary or advisable in the administration of this Agreement,
including, without limitation, the right and power to (i) interpret the
provisions of this Agreement and (ii) make all determinations deemed necessary
or advisable for the administration of this Agreement (including, without
limitation, a determination to redeem or not redeem the Rights or to amend this
Agreement). All such actions, calculations, interpretations and determinations
(including for purposes of clause (y) below, all omissions with respect to the
foregoing) that are done or made by the Board of Directors of the Company in
good faith, shall (x) be final, conclusive and binding on the Company, the
Rights Agent, the holders of the Rights, as such, and all other parties, and (y)
not subject the Board of Directors to any liability to the holders of the
Rights.



                                       61
<PAGE>



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

                                          THE GRAND UNION COMPANY


                                          By /s/ Jeffrey P. Freimark
                                             ---------------------------
                                               Name:  Jeffrey P. Freimark
                                               Title: Executive Vice President
                                                      & Chief Financial Officer




                                          AMERICAN STOCK TRANSFER
                                          & TRUST COMPANY


                                          By  /s/ Herbert J. Lemmer
                                              --------------------------
                                              Name:  Herbert J. Lemmer
                                              Title: Vice President





                                       62
<PAGE>



                                                               CORRECTED VERSION




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



                                    AGREEMENT

                                 by and between

                             THE GRAND UNION COMPANY

                                       and

                      AMERICAN STOCK TRANSFER & TRUST CO.,

                                 as Rights Agent


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


                                   Dated as of

                                 April 29, 1999



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



<PAGE>



                                TABLE OF CONTENTS

Section                                                                   Page
-------                                                                   ----
Section 1.  Certain Definitions..............................................2

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

Section 3.  Issuance of Right Certificates..................................11

Section 4.  Form of Right Certificates......................................13

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

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

Section 7.  Exercise of Rights; Exercise Price; Expiration Date of
            Rights..........................................................17

Section 8.  Cancellation and Destruction of Right Certificates..............21

Section 9.  Reservation and Availability of Shares of Preferred Stock.......22

Section 10.  Preferred Stock Record Date....................................24

Section 11.  Adjustment of Exercise Price or Number of Shares...............24

Section 12.  Certification of Adjusted Exercise Price or Number of
             Shares.........................................................34

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

Section 14.  Fractional Rights and Fractional Shares........................42

Section 15.  Rights of Action...............................................43

Section 16.  Agreement of Right Holders.....................................44

Section 17.  Right Certificate Holder Not Deemed a Stockholder..............44

Section 18.  Concerning the Rights Agent....................................45

Section 19.  Merger or Consolidation of, or Change in Name of, the
             Rights Agent...................................................46

Section 20.  Duties of Rights Agent.........................................47

Section 21.  Change of Rights Agent.........................................51

Section 22.  Issuance of New Right Certificates.............................52

Section 23.  Redemption.....................................................53

Section 24.  Notice of Proposed Actions.....................................54

Section 25.  Notices........................................................56

Section 26.  Supplements and Amendments.....................................57

Section 27.  Exchange.......................................................57

Section 28.  Successors.....................................................60

Section 29.  Benefits of this Agreement.....................................60

Section 30.  Delaware Contract..............................................60

Section 31.  Counterparts...................................................60

Section 32.  Descriptive Headings...........................................60

Section 33.  Severability...................................................61

Section 34.  Determinations and Actions by the Board of Directors...........61


                                       i
<PAGE>


Exhibit A   -- Summary of Rights

Exhibit B   -- Form of Right Certificate

Exhibit C   -- Form of Certificate of Designations
                of Series A Junior Preferred Stock



                                       ii


<PAGE>



                                                                       EXHIBIT A


                AS PROVIDED IN THE RIGHTS AGREEMENT (AS REFERRED
                TO BELOW), RIGHTS ISSUED TO OR BENEFICIALLY OWNED
                   BY ACQUIRING PERSONS OR THEIR AFFILIATES OR
                  ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE
                  RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF
                 SUCH RIGHTS SHALL BE NULL AND VOID AND MAY NOT
                    BE EXERCISED OR TRANSFERRED TO ANY PERSON

                             THE GRAND UNION COMPANY

                          SUMMARY OF RIGHTS TO PURCHASE
                         SERIES A JUNIOR PREFERRED STOCK



            On April 29, 1999, the Board of Directors of The Grand Union Company
(the "Company") declared a dividend distribution of one Preferred Stock Purchase
Right for each outstanding share of Common Stock, par value $.01 per share (the
"Common Stock"), of the Company. The distribution is payable as of May 10, 1999
to stockholders of record on that date. Each Right entitles the registered
holder to purchase from the Company one-thousandth (1/1,000) of a share of
preferred stock of the Company, designated as Series A Junior Preferred Stock
(the "Preferred Stock") at a price of $35.00 per one-thousandth (1/1,000) of a
share ("Exercise Price"). The description and terms of the Rights are set forth
in a Rights Agreement (the "Rights Agreement") between the Company and American
Stock Transfer & Trust Co., as Rights Agent (the "Rights Agent").

            As discussed below, initially the Rights will not be exercisable,
certificates will not be sent to stockholders and the Rights automatically will
trade with the Common Stock.

            The Rights, unless earlier redeemed by the Board of Directors,
become exercisable upon the close of business on the day (the "Distribution
Date") which is the earlier of (i) the tenth day following a public announcement
that a person or group of affiliated or associated persons, with certain
exceptions set forth below, has acquired beneficial ownership of 15% or more of
the outstanding voting stock of the Company (an "Acquiring Person") and (ii) the
tenth business day (or such later date as may be determined by the Board of
Directors prior to such time as any person or group of affiliated or associated
persons becomes an Acquiring Person) after the date of the commencement or
announcement of a person's or group's intention to commence a tender or exchange
offer the consummation of which would result in the ownership of 15% or more of
the Company's outstanding voting stock (even if no shares are actually purchased
pursuant to such offer); prior thereto, the Rights would not be exercisable,
would not be represented by a separate certificate, and would not be
transferable apart from the Company's Common Stock, but will instead be
evidenced, with respect to any of the Common Stock certificates outstanding as
of May 10, 1999, by such Common


<PAGE>


Stock certificate with a copy of this Summary of Rights attached thereto. An
Acquiring Person does not include (A) the Company, (B) any subsidiary of the
Company, (C) any employee benefit plan or employee stock plan of the Company or
of any subsidiary of the Company, or any trust or other entity organized,
appointed, established or holding voting stock for or pursuant to the terms of
any such plan or (D) any person or group of affiliated or associated persons
whose ownership of 15% or more of the shares of voting stock of the Company then
outstanding results solely from (i) any action or transaction or transactions
approved by the Board of Directors before such person or group became an
Acquiring Person or (ii) a reduction in the number of issued and outstanding
shares of voting stock of the Company pursuant to a transaction or transactions
approved by the Board of Directors (provided that any person or group that does
not become an Acquiring Person by reason of clause (i) or (ii) above shall
become an Acquiring Person upon acquisition of an additional 1% of the Company's
voting stock unless such acquisition of additional voting stock will not result
in such person or group becoming an Acquiring Person by reason of such clause
(i) or (ii)).

            Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), new Common Stock certificates issued after May 10,
1999 will contain a legend incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption, exchange or expiration of
the Rights), the surrender for transfer of any of the Common Stock certificates
outstanding as of May 10, 1999, with or without a copy of this Summary of Rights
attached thereto, will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Common Stock
as of the close of business on the Distribution Date and such separate
certificates alone will evidence the Rights from and after the Distribution
Date.

            The Rights are not exercisable until the Distribution Date. The
Rights will expire at the close of business on April 29, 2001, unless earlier
redeemed or exchanged by the Company as described below.

            The Preferred Stock is nonredeemable and, unless otherwise provided
in connection with the creation of a subsequent series of preferred stock,
subordinate to any other series of the Company's preferred stock. The Preferred
Stock may not be issued except upon exercise of Rights. Each share of Preferred
Stock will be entitled to receive when, as and if declared, a quarterly dividend
in an amount equal to the greater of $0.001 per share or 1,000 times the cash
dividends declared on the Company's Common Stock. In addition, the holders of
the Preferred Stock are entitled to receive 1,000 times any non-cash dividends
(other than dividends payable in equity securities) declared on the Common
Stock, in like kind. In the event of the liquidation of the Company, the holders
of Preferred Stock will be entitled to receive, for each share of Preferred
Stock, a payment in an amount equal to the greater of $0.001 or 1,000 times the
payment made per share of Common Stock. Each share of Preferred Stock will have
1,000 votes, voting together with the Common Stock. In the event of any merger,
consolidation or other transaction in which Common Stock is exchanged, each
share of Preferred Stock will be entitled to receive 1,000 times the amount
received per share of Common Stock. The



                                       2
<PAGE>


rights of Preferred Stock as to dividends, liquidation and voting are protected
by anti-dilution provisions.

            The number of shares of Preferred Stock issuable upon exercise of
the Rights and Exercise Price of the Rights are subject to certain adjustments
from time to time in the event of a stock dividend on, or a subdivision or
combination of, the Common Stock. The Exercise Price for the Rights also is
subject to adjustment in the event of extraordinary distributions of cash or
other property to holders of Common Stock.

            Unless the Rights are earlier redeemed or exchanged, in the event
that, after the time that a Person becomes an Acquiring Person, the Company were
to be acquired in a merger or other business combination (in which any shares of
Common Stock are changed into or exchanged for other securities or assets) or
more than 50% of the assets or earning power of the Company and its subsidiaries
(taken as a whole) were to be sold or transferred in one or a series of related
transactions, the Rights Agreement provides that proper provision will be made
so that each holder of record of a Right will from and after such date have the
right to receive, upon payment of the Exercise Price, that number of shares of
common stock of the acquiring company having a market value at the time of such
transaction equal to two times the Exercise Price.

            In addition, unless the Rights are earlier redeemed or exchanged, in
the event that a person or group becomes an Acquiring Person, the Rights
Agreement provides that proper provisions will be made so that each holder of
record of a Right, other than the Acquiring Person (whose Rights will thereupon
become null and void), will thereafter have the right to receive, upon payment
of the Exercise Price, that number of shares of the Preferred Stock having a
market value at the time of the transaction equal to two times the Exercise
Price (such market value to be determined with reference to the market value of
the Company's Common Stock as provided in the Rights Agreement).

            At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or more of the
outstanding voting stock, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group which will have become
void), in whole or in part, for that number of shares of the Company's Common
Stock having a fair market value on the first date such person or group became
an Acquiring Person equal to the excess of (i) the value of the shares of
Preferred Stock issuable upon the exercise of the Rights in the event of such
acquisition over (ii) the exercise price of the Rights, in each case as
adjusted.

            Fractions of shares of Preferred Stock (other than fractions which
are integral multiples of one-thousandth of a share) may, at the election of the
Company, be evidenced by depositary receipts. The Company may also issue cash in
lieu of fractional shares which are not integral multiples of one-thousandth of
a share.

            At any time prior to the time there has been a public announcement
that a person has become an Acquiring Person, the Company may redeem the Rights
in whole, but not in part, at a price of $.001 per Right (the "Redemption
Price"). Immediately upon



                                       3
<PAGE>


the effective time of the action of the Board of Directors of the Company
authorizing redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.

            For as long as the Rights are then redeemable, the Company may,
except with respect to the Redemption Price, amend the Rights in any manner,
including an amendment to extend the time period in which the Rights may be
redeemed. At any time when the Rights are not then redeemable, the Company may
amend the Rights in any manner that does not materially adversely affect the
interests of holders of the Rights as such.

            Until a Right is exercised, the holder, as such, will have no rights
as a stockholder of the Company, including, without limitation, the right to
vote or to receive dividends.

            A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to a Current Report on Form 8-K dated
April 29, 1999. 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 in this summary description herein by reference.




                                       4
<PAGE>



                                                                       EXHIBIT B


                           [Form of Right Certificate]

Certificate No. W-                                                 ______ Rights

      NOT EXERCISABLE AFTER APRIL 29, 2001 OR EARLIER IF EXCHANGED OR REDEEMED.
      THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY AND
      UNDER CERTAIN OTHER CIRCUMSTANCES, AT $.001 PER RIGHT (SUBJECT TO
      ADJUSTMENT), ON THE TERMS SET FORTH OR REFERRED TO IN THE RIGHTS
      AGREEMENT. AS PROVIDED IN THE RIGHTS AGREEMENT (AS REFERRED TO BELOW),
      RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY ACQUIRING PERSONS OR THEIR
      AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
      AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL BE NULL AND VOID
      AND MAY NOT BE EXERCISED OR TRANSFERRED TO ANY PERSON.


                                Right Certificate

            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 April 29, 1999 (the "Rights Agreement") between The Grand
Union Company, a Delaware corporation (the "Company"), and American Stock
Transfer & Trust Co., a banking corporation organized under the laws of the
State of New York (the "Rights Agent"), to purchase from the Company at any time
after the Distribution Date (as such term is defined in the Rights Agreement)
and prior to 5:00 P.M. (New York time) on April 29, 2001 at the office of the
Rights Agent designated in the Rights Agreement for such purpose, or its
successor as Rights Agent, in New York, New York, one one-thousandth (1/1,000)
of a fully paid nonassessable share of Series A Junior Preferred Stock (the
"Preferred Stock") of the Company at a purchase price of $35.00, as the same may
from


<PAGE>


time to time be adjusted in accordance with the Rights Agreement (the "Exercise
Price"), upon presentation and surrender of this Right Certificate with the Form
of Election to Purchase attached hereto duly executed.

            As provided in the Rights Agreement, the Exercise Price and the
number of shares of Preferred Stock which may be purchased upon the exercise of
the Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events and, upon the happening of
certain events, securities other than shares of Preferred Stock, or other
property, may be acquired upon exercise of the Rights evidenced by this Right
Certificate, as provided in the Rights Agreement.

            This Right Certificate is subject to all of the terms, provisions
and conditions of the Rights Agreement, which terms, provisions and conditions
are 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 of the Rights Agent,
the Company and the holders of record of Right Certificates. Copies of the
Rights Agreement are on file at the principal executive office of the Company.

            This Right Certificate, with or without other Right Certificates,
upon surrender at the office of the Rights Agent designated in the Rights
Agreement for such purpose, may be exchanged for another Right Certificate or
Right Certificates of like tenor and date evidencing Rights entitling the holder
of record to purchase a like aggregate number of shares of Preferred Stock as
the Rights evidenced by the Right Certificate or Right Certificates surrendered
shall have entitled such holder to purchase. If this Right Certificate shall be
exercised in part, the holder shall be entitled to receive



                                       2
<PAGE>


upon surrender hereof, another Right Certificate or Right Certificates for the
number of whole Rights not exercised.

            Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at its option or
under certain other circumstances at a redemption price of $.001 per Right.

            No fractional shares of Preferred Stock (other than fractions which
are integral multiples of one one-thousandth (1/1,000) of a share) are required
to be issued upon the exercise of any Right or Rights evidenced hereby, and in
lieu thereof the Company may cause depositary receipts to be issued and/or a
cash payment may be made, as provided in the Rights Agreement.

            No holder of this Right Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of Preferred
Stock or of any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained in the 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 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 Right Certificate shall
have been exercised as provided in the Rights Agreement.

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



                                       3
<PAGE>


            WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.  Dated as of _____________, _____.

ATTEST:

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


Countersigned:

[Rights Agent]


By
  ----------------------
   Authorized Signature



                                       4
<PAGE>


                   [Form of Reverse Side of Right Certificate]

                               FORM OF ASSIGNMENT

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

FOR VALUE RECEIVED _____________________________________________________________
hereby sells, assigns and transfers unto _______________________________________
________________________________________________________________________________
            (Please print name and address of transferee)
________________________________________________________________________________
Rights evidenced by this Right Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint
________________ Attorney to transfer the within Right Certificate on the books
of the within-named Company, with full power of substitution.

Dated: ________________, _____


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

Signature Guaranteed:



                                       5
<PAGE>


                                   Certificate

            The undersigned hereby certifies by checking the appropriate boxes
that:

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

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

Dated: ____________, _____                      __________________________
                                                Signature


                                     NOTICE

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



                                       6
<PAGE>


                          FORM OF ELECTION TO PURCHASE

                      (To be executed if registered holder
                   desires to exercise the Right Certificate.)

TO _____________________:

            The undersigned hereby irrevocably elects to exercise
_________________ Rights represented by this Right Certificate to purchase the
shares of Preferred Stock issuable upon the exercise of such Rights and requests
that certificates for such share(s) be issued in the following name:

Please insert social security
or other identifying number:  __________________________________________________
________________________________________________________________________________
                       (Please print name and address)

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



                                       7
<PAGE>



Please insert social security
or other identifying number:  __________________________________________________
________________________________________________________________________________
                       (Please print name and address)

________________________________________________________________________________


Dated: _____________, _____

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

                                    (Signature must conform in all
                                    respects to name of holder as
                                    specified on the face of this
                                    Right Certificate)

Signature Guaranteed:




                                       8
<PAGE>



                                                                       EXHIBIT C


                                     FORM OF
                           CERTIFICATE OF DESIGNATIONS
                                       OF
                         SERIES A JUNIOR PREFERRED STOCK
                                       OF
                             THE GRAND UNION COMPANY

                     Pursuant to Section 151 of the Delaware
                             General Corporation Law


            I, Jeffrey P. Freimark, the Executive Vice President and Chief
Financial Officer of The Grand Union Company, a corporation organized and
existing under the Delaware General Corporation Law (the "Company"), in
accordance with the provisions of Section 151 of such law, DO HEREBY CERTIFY
that pursuant to the authority conferred upon the Board of Directors by the
Restated Certificate of Incorporation of the Company, the Board of Directors on
April 29, 1999 adopted the following resolution which creates a series of shares
of Preferred Stock designated as Series A Junior Preferred Stock, as follows:

            RESOLVED, that pursuant to Section 151(g) of the Delaware General
Corporation Law and the authority vested in the Board of Directors of the
Company in accordance with the provisions of ARTICLE FOURTH of the Restated
Certificate of Incorporation of the Company, a series of Preferred Stock of the
Company be, and hereby is, created, and the powers, designations, preferences
and relative, participating, optional or other special rights of the shares of
such series, and the qualifications, limitations or restrictions thereof, be,
and hereby are, as follows:


<PAGE>


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

            Section 2. Dividends and Distributions.

            (A) Subject to the provisions for adjustment hereinafter set forth,
and subject to the rights of the holders of any shares of any series of
Preferred Stock ranking prior and superior to the Series A Preferred Stock with
respect to dividends, the holders of shares of Series A Pre ferred Stock shall
be entitled to receive, when, as and if declared by the Board of Directors out
of funds legally available for the purpose, (i) cash dividends in an amount per
share (rounded to the nearest cent) equal to 1,000 times the aggregate per share
amount of all cash dividends declared or paid on the Common Stock, $0.01 par
value per share, of the Company (the "Common Stock") and (ii) a preferential
cash dividend (the "Preferential Dividends"), if any, in preference to the
holders of Common Stock, on the first day of each fiscal quarter of the Company
(each 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 Preferred Stock, payable in an amount (except in the case of the
first Quarterly Dividend Payment if the date of the first issuance of Series A
Preferred Stock is a date other than a Quarterly Dividend Payment date, in which
case such payment shall be a prorated amount of such amount) equal to $0.001 per
share of Series A Preferred Stock less the per share amount of all cash
dividends declared on the Series A Preferred Stock pursuant to clause (i) of
this sentence since the immediately preceding Quarterly Dividend Payment Date
or, with respect to the first



                                       2
<PAGE>


Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock. In the event the Company shall,
at any time after the issuance of any share or fraction of a share of Series A
Preferred Stock, make any distribution on the shares of Common Stock of the
Company, whether by way of a dividend or a reclassification of stock, a
recapitalization, reorganization or partial liquidation of the Company or
otherwise, which is payable in cash or any debt security, debt instrument, real
or personal property or any other property (other than cash dividends subject to
the immediately preceding sentence, a distribution of shares of Common Stock or
other capital stock of the Company or a distribution of rights or warrants to
acquire any such share, including any debt security convertible into or
exchangeable for any such share, at a price less than the Fair Market Value (as
hereinafter defined) of such share), then, and in each such event, the Company
shall simultaneously pay on each then outstanding share of Series A Preferred
Stock of the Company a distribution, in like kind, of 1,000 times such
distribution paid on a share of Common Stock (subject to the provisions for
adjustment hereinafter set forth). The dividends and distributions on the Series
A Preferred Stock to which holders thereof are entitled pursuant to clause (i)
of the first sentence of this paragraph and pursuant to the second sentence of
this paragraph are hereinafter referred to as "Dividends" and the multiple of
such cash and non-cash dividends on the Common Stock applicable to the
determination of the Dividends, which shall be 1,000 initially but shall be
adjusted from time to time as hereinafter provided, is hereinafter referred to
as the "Dividend Multiple". In the event the Company shall at any time after May
10, 1999 declare or pay any dividend or make any distribution on Common Stock
payable in shares of Common Stock, or effect a



                                       3
<PAGE>


subdivision or split or a combination, consolidation or reverse split of the
outstanding shares of Common Stock into a greater or lesser number of shares of
Common Stock, then in each such case the Dividend Multiple thereafter applicable
to the determination of the amount of Dividends which holders of shares of
Series A Preferred Stock shall be entitled to receive shall be the Dividend
Multiple applicable immediately prior to such event multiplied by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

            (B) The Company shall declare each Dividend at the same time it
declares any cash or non-cash dividend or distribution on the Common Stock in
respect of which a Dividend is required to be paid. No cash or non-cash dividend
or distribution on the Common Stock in respect of which a Dividend is required
to be paid shall be paid or set aside for payment on the Common Stock unless a
Dividend in respect of such dividend or distribution on the Common Stock shall
be simultaneously paid, or set aside for payment, on the Series A Preferred
Stock.

            (C) Preferential Dividends shall begin to accrue on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issuance of any shares of Series A Preferred Stock.
Accrued but unpaid Preferential Dividends shall cumulate but shall not bear
interest. Preferential Dividends paid on the shares of Series A Preferred Stock
in an amount less than the total amount of such dividends at the time accrued
and payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding.



                                       4
<PAGE>


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

            (A) Subject to the provisions for adjustment hereinafter set forth,
each share of Series A Preferred Stock shall entitle the holder thereof to 1,000
votes on all matters submitted to a vote of the holders of the Common Stock. The
number of votes which a holder of Series A Preferred Stock is entitled to cast,
as the same may be adjusted from time to time as hereinafter provided, is
hereinafter referred to as the "Vote Multiple". In the event the Company shall
at any time after May 10, 1999 declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or split or a
combination, consolidation or reverse split of the outstanding shares of Common
Stock into a greater or lesser number of shares of Common Stock, then in each
such case the Vote Multiple thereafter applicable to the determination of the
number of votes per share to which holders of shares of Series A Preferred Stock
shall be entitled after such event shall be the Vote Multiple immediately prior
to such event multiplied by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

            (B) Except as otherwise provided herein, in the Restated Certificate
of Incorporation or by law, the holders of shares of Series A Preferred 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 Company.



                                       5
<PAGE>


            (C) In the event that the Preferential Dividends accrued on the
Series A Preferred Stock for four or more quarterly dividend periods, whether
consecutive or not, shall not have been declared and paid or irrevocably set
aside for payment, the holders of record of Preferred Stock of the Company of
all series (including the Series A Preferred Stock), other than any series in
respect of which such right is expressly withheld by the Restated Certificate of
Incorporation or the authorizing resolutions included in any Certificate of
Designations therefor, shall have the right, at the next meeting of stockholders
called for the election of directors, to elect two members to the Board of
Directors, which directors shall be in addition to the number required prior to
such event, to serve until the next Annual Meeting and until their successors
are elected and qualified or their earlier resignation, removal or incapacity or
until such earlier time as all accrued and unpaid Preferential Dividends upon
the outstanding shares of Series A Preferred Stock shall have been paid (or
irrevocably set aside for payment) in full. The holders of shares of Series A
Preferred Stock shall continue to have the right to elect directors as provided
by the immediately preceding sentence until all accrued and unpaid Preferential
Dividends upon the outstanding shares of Series A Preferred Stock shall have
been paid (or set aside for payment) in full. Such directors may be removed and
replaced by such stockholders, and vacancies in such directorships may be filled
only by such stockholders (or by the remaining director elected by such
stockholders, if there be one) in the manner permitted by law; provided,
however, that any such action by stockholders shall be taken at a meeting of
stockholders and shall not be taken by written consent thereto.

            (D) Except as otherwise required by the Restated Certificate of
Incorporation or by law or set forth herein, holders of Series A Preferred Stock
shall have



                                       6
<PAGE>


no other 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 the taking of any corporate action.

            Section 4. Certain Restrictions.

            (A) Whenever Preferential Dividends or Dividends are in arrears or
the Company shall be in default of payment thereof, thereafter and until all
accrued and unpaid Preferential Dividends and Dividends, whether or not
declared, on shares of Series A Preferred Stock outstanding shall have been paid
or set irrevocably aside for payment in full, and in addition to any and all
other rights which any holder of shares of Series A Preferred Stock may have in
such circumstances, the Company shall not:

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

           (ii) declare or pay dividends on or make any other distributions on
      any shares of stock ranking on a parity as to dividends with the Series A
      Preferred Stock, unless dividends are paid ratably on the Series A
      Preferred Stock and all such parity stock on which dividends are payable
      or in arrears in proportion to the total amounts to which the holders of
      all such shares are then entitled if the full dividends accrued thereon
      were to be paid;

          (iii) except as permitted by subparagraph (iv) of this paragraph 4(A),
      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)



                                       7
<PAGE>

      with the Series A Preferred Stock, provided that the Company may at any
      time redeem, purchase or otherwise acquire shares of any such parity stock
      in exchange for shares of any stock of the Company ranking junior (both as
      to dividends and upon liquidation, dissolution or winding up) to the
      Series A Preferred Stock; or

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

            (B) The Company shall not permit any Subsidiary (as hereinafter
defined) of the Company to purchase or otherwise acquire for consideration any
shares of stock of the Company unless the Company could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner. A "Subsidiary" of the Company shall mean any corporation or other
entity of which securities or other ownership interests having ordinary voting
power sufficient to elect a majority of the board of directors of such
corporation or other entity or other persons performing similar functions are
beneficially owned, directly or indirectly, by the Company or by any corporation
or other entity that is otherwise controlled by the Company.



                                       8
<PAGE>


            (C) The Company shall not issue any shares of Series A Preferred
Stock except upon exercise of Rights issued pursuant to that certain Rights
Agreement dated as of April 29, 1999 between the Company and American Stock
Transfer & Trust Co., as Rights Agent, as it may be amended from time to time, a
copy of which is on file with the Secretary of the Company at its principal
executive office and shall be made available to stockholders of record without
charge upon written request therefor addressed to said Secretary.
Notwithstanding the foregoing sentence, nothing contained in the provisions
hereof shall prohibit or restrict the Company from issuing for any purpose any
series of Preferred Stock with rights and privileges similar to, different from,
or greater than, those of the Series A Preferred Stock.

            Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and cancelled promptly after the acquisition thereof. All such shares
upon their retirement and cancellation shall become authorized but unissued
shares of Preferred Stock, without designation as to series, and such shares may
be reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors.

            Section 6. Liquidation, Dissolution or Winding Up. Upon any
voluntary or involuntary liquidation, dissolution or winding up of the Company,
no distribution shall be made (i) to the holders of shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series A Preferred Stock unless the holders of shares of Series A
Preferred Stock shall have received for each share of Series A Preferred Stock,
subject to adjustment as hereinafter provided, (A) $35.00 plus an



                                       9
<PAGE>


amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment or, (B) if greater than the amount
specified in clause (i)(A) of this sentence, an amount equal to 1,000 times the
aggregate amount to be distributed per share to holders of Common Stock, as the
same may be adjusted as hereinafter provided and (ii) to the holders of stock
ranking on a parity upon liquidation, dissolution or winding up with the Series
A Preferred Stock, unless simultaneously therewith distributions are made
ratably on the Series A Preferred Stock and all other shares of such parity
stock in proportion to the total amounts to which the holders of shares of
Series A Preferred Stock are entitled under clause (i)(A) of this sentence and
to which the holders of such parity shares are entitled, in each case upon such
liquidation, dissolution or winding up. The amount to which holders of Series A
Preferred Stock may be entitled upon liquidation, dissolution or winding up of
the Company pursuant to clause (i)(B) of the foregoing sentence is hereinafter
referred to as the "Participating Liquidation Amount" and the multiple of the
amount to be distributed to holders of shares of Common Stock upon the
liquidation, dissolution or winding up of the Company applicable pursuant to
said clause to the determination of the Participating Liquidation Amount, as
said multiple may be adjusted from time to time as hereinafter provided, is
hereinafter referred to as the "Liquidation Multiple". In the event the Company
shall at any time after May 10, 1999 declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or split or a
combination, consolidation or reverse split of the outstanding shares of Common
Stock into a greater or lesser number of shares of Common Stock, then, in each
such case, the Liquidation Multiple thereafter applicable to the determination
of the Participating Liquidation Amount to



                                       10
<PAGE>


which holders of Series A Preferred Stock shall be entitled after such event
shall be the Liquidation Multiple applicable immediately prior to such event
multiplied 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. Certain Reclassifications and Other Events.

            (A)  In the event that holders of shares of Common Stock of the
Company receive after May 10, 1999 in respect of their shares of Common Stock
any share of capital stock of the Company (other than any share of Common Stock
of the Company), whether by way of reclassification, recapitalization,
reorganization, dividend or other distribution or otherwise (a "Transaction"),
then, and in each such event, the dividend rights, voting rights and rights upon
the liquidation, dissolution or winding up of the Company of the shares of
Series A Preferred Stock shall be adjusted so that after such event the holders
of Series A Preferred Stock shall be entitled, in respect of each share of
Series A Preferred Stock held, in addition to such rights in respect thereof to
which such holder was entitled immediately prior to such adjustment, to (i) such
additional dividends as equal the Dividend Multiple in effect immediately prior
to such Transaction multiplied by the additional dividends which the holder of a
share of Common Stock shall be entitled to receive by virtue of the receipt in
the Transaction of such capital stock, (ii) such additional voting rights as
equal the Vote Multiple in effect immediately prior to such Transaction
multiplied by the additional voting rights which the holder of a share of Common
Stock shall be entitled to receive by virtue of the receipt in the Transaction
of such capital stock and (iii) such additional distributions upon liquidation,
dissolution or



                                       11
<PAGE>


winding up of the Company as equal the Liquidation Multiple in effect
immediately prior to such Transaction multiplied by the additional amount which
the holder of a share of Common Stock shall be entitled to receive upon
liquidation, dissolution or winding up of the Company by virtue of the receipt
in the Transaction of such capital stock, as the case may be, all as provided by
the terms of such capital stock.

            (B) In the event that holders of shares of Common Stock of the
Company receive after May 10, 1999 in respect of their shares of Common Stock
any right or warrant to purchase Common Stock (including as such a right, for
all purposes of this paragraph, any security convertible into or exchangeable
for Common Stock) at a purchase price per share less than the Fair Market Value
of a share of Common Stock on the date of issuance of such right or warrant,
then and in each such event the dividend rights, voting rights and rights upon
the liquidation, dissolution or winding up of the Company of the shares of
Series A Preferred Stock shall each be adjusted so that after such event the
Dividend Multiple, the Vote Multiple and the Liquidation Multiple shall each be
the product of the Dividend Multiple, the Vote Multiple and the Liquidation
Multiple, as the case may be, in effect immediately prior to such event
multiplied by a fraction the numerator of which shall be the number of shares of
Common Stock outstanding immediately before such issuance of rights or warrants
plus the maximum number of shares of Common Stock which could be acquired upon
exercise in full of all such rights or warrants and the denominator of which
shall be the number of shares of Common Stock outstanding immediately before
such issuance of rights or warrants plus the number of shares of Common Stock
which could be purchased, at the Fair Market



                                       12
<PAGE>


Value of the Common Stock at the time of such issuance, by the maximum aggregate
consideration payable upon exercise in full of all such rights or warrants.

            (C) In the event that holders of shares of Common Stock of the
Company receive after May 10, 1999 in respect of their shares of Common Stock
any right or warrant to purchase capital stock of the Company (other than shares
of Common Stock), including as such a right, for all purposes of this paragraph,
any security convertible into or exchangeable for capital stock of the Company
(other than Common Stock), at a purchase price per share less than the Fair
Market Value of such shares of capital stock on the date of issuance of such
right or warrant, then and in each such event the dividend rights, voting rights
and rights upon liquidation, dissolution or winding up of the Company of the
shares of Series A Preferred Stock shall each be adjusted so that after such
event each holder of a share of Series A Preferred Stock shall be entitled, in
respect of each share of Series A Preferred Stock held, in addition to such
rights in respect thereof to which such holder was entitled immediately prior to
such event, to receive (i) such additional dividends as equal the Dividend
Multiple in effect immediately prior to such event multiplied, first, by the
additional dividends to which the holder of a share of Common Stock shall be
entitled upon exercise of such right or warrant by virtue of the capital stock
which could be acquired upon such exercise and multiplied again by the Discount
Fraction (as hereinafter defined) and (ii) such additional voting rights as
equal the Vote Multiple in effect immediately prior to such event multiplied,
first, by the additional voting rights to which the holder of a share of Common
Stock shall be entitled upon exercise of such right or warrant by virtue of the
capital stock which could be acquired upon such exercise and multiplied again by
the Discount Fraction and (iii) such



                                       13
<PAGE>


additional distributions upon liquidation, dissolution or winding up of the
Company as equal the Liquidation Multiple in effect immediately prior to such
event multiplied, first, by the additional amount which the holder of a share of
Common Stock shall be entitled to receive upon liquidation, dissolution or
winding up of the Company upon exercise of such right or warrant by virtue of
the capital stock which could be acquired upon such exercise and multiplied
again by the Discount Fraction. For purposes of this paragraph, the "Discount
Fraction" shall be a fraction the numerator of which shall be the difference
between the Fair Market Value of a share of the capital stock subject to a right
or warrant distributed to holders of shares of Common Stock of the Company as
contemplated by this paragraph immediately after the distribution thereof and
the purchase price per share for such share of capital stock pursuant to such
right or warrant and the denominator of which shall be the Fair Market Value of
a share of such capital stock immediately after the distribution of such right
or warrant.

            (D) For purposes of this Certificate of Designations, the "Fair
Market Value" of a share of capital stock of the Company (including a share of
Common Stock) on any date shall be deemed to be the average of the daily closing
price per share thereof over the 30 consecutive Trading Days (as such term is
hereinafter defined) immediately prior to such date; provided, however, that, in
the event that such Fair Market Value of any such share of capital stock is
determined during a period which includes any date that is within 30 Trading
Days after (i) the ex-dividend date for a dividend or distribution on stock
payable in shares of such stock or securities convertible into shares of such
stock, or (ii) the effective date of any subdivision, split, combination,
consolidation, reverse stock split or reclassification of such stock, then, and
in each such case, the Fair Market



                                       14
<PAGE>


Value shall be appropriately adjusted by the Board of Directors of the Company
to take into account ex-dividend or post-effective date trading. The closing
price 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 applicable transaction
reporting system with respect to securities listed or admitted to trading on the
Nasdaq National Market), or, if the shares are not listed or admitted to trading
on the Nasdaq National Market, as reported in the applicable transaction
reporting system with respect to securities listed on the principal national
securities exchange or Nasdaq market on which the shares are listed or admitted
to trading or, if the shares are not listed or admitted to trading on any
national securities exchange or Nasdaq market, the last quoted price or, if not
so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by the National Association of Securities
Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in
use, or if on any such date the shares 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 shares selected by the Board of Directors of
the Company. The term "Trading Day" shall mean a day on which the principal
national securities exchange or Nasdaq market on which the shares are listed or
admitted to trading is open for the transaction of business or, if the shares
are not listed or admitted to trading on any national securities exchange or
Nasdaq market, on which the Nasdaq National Market or such other national
securities exchange as may be selected by the Board of Directors of the Company
is open. If the shares are not publicly held or not so listed or traded on any
day within the period of 30 Trading Days applicable to the determination of Fair
Market



                                       15
<PAGE>


Value thereof as aforesaid, "Fair Market Value" shall mean the fair market value
thereof per share as determined in good faith by the Board of Directors of the
Company. In either case referred to in the foregoing sentence, the determination
of Fair Market Value shall be described in a statement filed with the Secretary
of the Company.

            Section 8. Consolidation, Merger, etc. In case the Company shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each
outstanding share of Series A Preferred Stock shall at the same time be
similarly exchanged for or changed into the aggregate amount of stock,
securities, cash and/or other property (payable in like kind), as the case may
be, for which or into which each share of Common Stock is changed or exchanged
multiplied by the highest of the Vote Multiple, the Dividend Multiple or the
Liquidation Multiple in effect immediately prior to such event.

            Section 9. Effective Time of Adjustments.

            (A) Adjustments to the Series A Preferred Stock required by the
provisions hereof shall be effective as of the time at which the event requiring
such adjustments occurs.

            (B) The Company shall give prompt written notice to each holder of a
share of Series A Preferred Stock of the effect of any adjustment to the voting
rights, dividend rights or rights upon liquidation, dissolution or winding up of
the Company of such shares required by the provisions hereof. Notwithstanding
the foregoing sentence, the failure of the Company to give such notice shall not
affect the validity of or the force or effect of or the requirement for such
adjustment.



                                       16
<PAGE>


            Section 10. No Redemption. The shares of Series A Preferred Stock
shall not be redeemable at the option of the Company or any holder thereof.
Notwithstanding the foregoing sentence of this Section, the Company may acquire
shares of Series A Preferred Stock in any other manner permitted by law, the
provisions hereof and the Amended and Restated Certificate of Incorporation of
the Company.

            Section 11. Ranking. Unless otherwise provided in the Restated
Certificate of Incorporation of the Company or a Certificate of Designations
relating to a subsequent series of preferred stock of the Company, the Series A
Preferred Stock shall rank junior to all other series of the Company's Preferred
Stock as to the payment of dividends and the distribution of assets on
liquidation, dissolution or winding up and senior to the Common Stock.

            Section 12. Amendment. The provisions hereof and the Restated
Certificate of Incorporation of the Company shall not be amended in any manner
which would adversely affect the rights, privileges or powers of the Series A
Preferred Stock without, in addition to any other vote of stockholders required
by law, the affirmative vote of the holders of two-thirds or more of the
outstanding shares of Series A Preferred Stock, voting together as a single
class.



                                       17
<PAGE>


            IN WITNESS WHEREOF, I have executed and subscribed this Certificate
of Designations and do affirm the foregoing as true under the penalties of
perjury this 29th day of April, 1999.



                                    -------------------------
                                    Name:       Jeffrey P. Freimark
                                    Title:  Executive Vice President and
                                            Chief Financial Officer


ATTEST:


-----------------------------
Name:  Donald C. Vaillancourt
Title: Corporate Secretary



                                       18