<PAGE>   1
                                                                   Exhibit 4.3









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










                                RIGHTS AGREEMENT


                         Dated as of November 22, 1999


                                 By and Between


                           Cole National Corporation


                                      and


                              National City Bank,
                                as Rights Agent











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

<PAGE>   2



                               TABLE OF CONTENTS
                               -----------------


                                                                      Page
                                                                      ----

1.       Certain Definitions ............................................1

2.       Appointment of Rights Agent ....................................6

3.       Issue of Right Certificates ....................................6

4.       Form of Right Certificates .....................................8

5.       Countersignature and Registration ..............................9

6.       Transfer, Split Up, Combination and Exchange of Right
         Certificates; Mutilated, Destroyed, Lost or Stolen Right
         Certificates ..................................................10

7.       Exercise of Rights; Purchase Price; Expiration Date of
         Rights ........................................................10

8.       Cancellation and Destruction of Right Certificates ............12

9.       Company Covenants Concerning Securities and Rights ............12

10.      Record Date ...................................................15

11.      Adjustment of Purchase Price, Number and Kind of Securities
         or Number of Rights ...........................................15

12.      Certificate of Adjusted Purchase Price or Number of
         Securities ....................................................26

13.      Consolidation, Merger or Sale or Transfer of Assets or
         Earning Power .................................................27

14.      Fractional Rights and Fractional Securities ...................30

15.      Rights of Action ..............................................32

16.      Agreement of Rights Holders ...................................32

17.      Right Certificate Holder Not Deemed a Stockholder .............33

18.      Concerning the Rights Agent ...................................34

19.      Merger or Consolidation or Change of Name of Rights Agent .....34


                                      (i)
<PAGE>   3


                                                                      Page
                                                                      ----

20.      Duties of Rights Agent ........................................35

21.      Change of Rights Agent ........................................37

22.      Issuance of New Right Certificates ............................38

23.      Redemption ....................................................39

24.      Exchange ......................................................40

25.      Notice of Certain Events ......................................41

26.      Notices .......................................................42

27.      Supplements and Amendments ....................................43

28.      Successors; Certain Covenants .................................44

29.      Benefits of This Agreement ....................................44

30.      Governing Law .................................................44

31.      Severability ..................................................44

32.      Descriptive Headings, Etc .....................................45

33.      Determinations and Actions by the Board .......................45

34.      Counterparts ..................................................45



Exhibit A .............................................................A-1

Exhibit B .............................................................B-1

Exhibit C .............................................................C-1



                                      (ii)

<PAGE>   4



                                RIGHTS AGREEMENT


      This RIGHTS AGREEMENT, dated as of November 22, 1999 (this "Agreement"),
is made and entered into by and between Cole National Corporation, a Delaware
corporation (the "Company"), and National City Bank, a national banking
association (the "Rights Agent").

                                    RECITALS

      WHEREAS, on November 18, 1999, the Board of the Company authorized and
declared a dividend distribution of one right (a "Right") for each share of
Common Stock, par value $.001 per share, of the Company (a "Common Share")
outstanding as of the Close of Business (as hereinafter defined) on December 6,
1999 (the "Record Date"), each Right initially representing the right to
purchase one one-hundredth of a Preferred Share (as hereinafter defined), on the
terms and subject to the conditions herein set forth, and further authorized and
directed the issuance of one Right (subject to adjustment as provided herein)
with respect to each Common Share issued or delivered by the Company (whether
originally issued or delivered from the Company's treasury) after the Record
Date but prior to the earlier of the Distribution Date (as hereinafter defined)
and the Expiration Date (as hereinafter defined) or as provided in Section 22.
Notwithstanding anything to the contrary in this Agreement, this Agreement will
not be effective until the effectiveness of the redemption of the rights issued
pursuant to that certain Rights Agreement, dated as of August 22, 1995, as
amended, by and between the Company and National City Bank.

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

      1. CERTAIN DEFINITIONS. For purposes of this Agreement, the following
terms have the meanings indicated:

      (a) "ACQUIRING PERSON" means any Person (other than the Company, any
Related Person or HAL (for so long as HAL is in compliance with the terms of the
Standstill Agreement, dated as of November 22, 1999, as it may be amended from
time to time, by and between the Company and HAL, and only unless and until HAL
shall have become the Beneficial Owner of a percentage of Common Shares then
outstanding that equals or exceeds the HAL Percentage, at which time HAL shall
be an Acquiring Person)) who or which, together with all Affiliates and
Associates of such Person, is the Beneficial Owner of 15% or more of the then-
outstanding Common Shares; PROVIDED, HOWEVER, that a Person will


<PAGE>   5


not be deemed to have become an Acquiring Person solely as a result of a
reduction in the number of Common Shares outstanding unless and until such time
as (i) such Person or any Affiliate or Associate of such Person thereafter
becomes the Beneficial Owner of additional Common Shares representing 1% or
more of the then-outstanding Common Shares, other than as a result of a stock
dividend, stock split or similar transaction effected by the Company in which
all holders of Common Shares are treated equally, or (ii) any other Person who
is the Beneficial Owner of Common Shares representing 1% or more of the
then-outstanding Common Shares thereafter becomes an Affiliate or Associate of
such Person. 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 a sufficient number of Common Shares 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 to be an "Acquiring Person" for any purposes of this Agreement.

      (b) "AFFILIATE" and "ASSOCIATE" will have the respective meanings ascribed
to such terms in Rule 12b-2 of the General Rules and Regulations under the
Exchange Act, as in effect on the date of this Agreement, PROVIDED HOWEVER, that
a Person will not be deemed to be the Affiliate or Associate of another Person
solely because either or both Persons are or were Directors of the Company.

      (c) A Person will be deemed the "BENEFICIAL OWNER" of and to "BENEFICIALLY
OWN," any securities:

          (i) the beneficial ownership of which such Person or any of such
     Person's Affiliates or Associates, directly or indirectly, has the right to
     acquire (whether such right is exercisable immediately or only after the
     passage of time) pursuant to any agreement, arrangement or understanding
     (whether or not in writing), or upon the exercise of conversion rights,
     exchange rights, warrants, options or other rights (in each case, other
     than upon exercise or exchange of the Rights); PROVIDED, HOWEVER, that a
     Person will not be deemed the Beneficial Owner of, or to Beneficially Own,
     securities tendered pursuant to a tender or exchange offer made by or on
     behalf of such Person or any of such Person's Affiliates or Associates
     until such tendered securities are accepted for purchase or exchange; or


                                       2
<PAGE>   6

          (ii) which such Person or any of such Person's Affiliates or
     Associates, directly or indirectly, has or shares the right to vote or
     dispose of, including pursuant to any agreement, arrangement or
     understanding (whether or not in writing); or

          (iii) of which any other Person is the Beneficial Owner, if such
     Person or any of such Person's Affiliates or Associates has any agreement,
     arrangement or understanding (whether or not in writing) with such other
     Person (or any of such other Person's Affiliates or Associates) with
     respect to acquiring, holding, voting or disposing of any securities of the
     Company;

PROVIDED, HOWEVER, that a Person will not be deemed the Beneficial Owner of, or
to Beneficially Own, any security (A) if such Person has the right to vote such
security pursuant to an agreement, arrangement or understanding (whether or not
in writing) which (1) arises solely from a revocable proxy given to such Person
in response to a public proxy or consent solicitation made pursuant to, and in
accordance with, the applicable rules and regulations of the Exchange Act and
(2) is not also then reportable on Schedule 13D under the Exchange Act (or any
comparable or successor report), or (B) if such beneficial ownership arises
solely as a result of such Person's status as a "clearing agency," as defined in
Section 3(a)(23) of the Exchange Act; PROVIDED FURTHER, HOWEVER, that nothing
in this paragraph (c) will cause a Person engaged in business as an underwriter
of securities to be the Beneficial Owner of, or to Beneficially Own, any
securities acquired through such Person's participation in good faith in an
underwriting syndicate until the expiration of 40 calendar days after the date
of such acquisition, or such later date as the Directors of the Company may
determine in any specific case.

      (d) "BUSINESS DAY" means any day other than a Saturday, Sunday or a day on
which banking institutions in the State of Ohio (or such other state in which
the principal office of the Rights Agent is located) are authorized or obligated
by law or executive order to close.

      (e) "CLOSE OF BUSINESS" on any given date means 5:00 P.M., Eastern time,
on such date; PROVIDED, HOWEVER, that if such date is not a Business Day it
means 5:00 P.M., Eastern time, on the next succeeding Business Day.

      (f) "COMMON SHARES" when used with reference to the Company means the
shares of Common Stock, par value $.001 per share, of the Company; PROVIDED,
HOWEVER, that, if the Company is the



                                       3
<PAGE>   7


continuing or surviving corporation in a transaction described in Section 13(a)
(ii), "Common Shares" when used with reference to the Company means shares of
the capital stock or units of the equity interests with the greatest aggregate
voting power of the Company. "Common Shares" when used with reference to any
corporation or other legal entity other than the Company, including an Issuer,
means shares of the capital stock or units of the equity interests with the
greatest aggregate voting power of such corporation or other legal entity.

      (g) "COMPANY" means Cole National Corporation, a Delaware corporation.

      (h) "DISTRIBUTION DATE" means the earlier of: (i) the Close of Business on
the tenth calendar day following the Share Acquisition Date, or (ii) the Close
of Business on the tenth Business Day (or, unless the Distribution Date shall
have previously occurred, such later date as may be specified by the Board of
Directors of the Company) after the commencement of a tender or exchange offer
by any Person (other than the Company or any Related Person), if upon the
consummation thereof such Person would be the Beneficial Owner of 15% or more of
the then-outstanding Common Shares.

      (i) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

      (j) "EXPIRATION DATE" means the earliest of (i) the Close of Business
on the Final Expiration Date, (ii) the time at which the Rights are redeemed as
provided in Section 23, and (iii) the time at which all exercisable Rights are
exchanged as provided in Section 24.

      (k) "FINAL EXPIRATION DATE" means the tenth anniversary of the Record
Date.

      (l) "FLIP-IN EVENT" means any event described in clauses (A), (B) or (C)
of Section 11(a)(ii).

      (m) "FLIP-OVER EVENT" means any event described in clauses (i), (ii) or
(iii) of Section 13(a).

      (n) "HAL" shall mean HAL Holding N.V. and its Affiliates and Associates.

      (o) "HAL PERCENTAGE" shall mean 25%. However, if on June 30, 2001, HAL is
not the Beneficial Owner (as defined in the Standstill Agreement) of 20% or more
of the Total Voting Power (as defined in the Standstill Agreement) outstanding
at the close



                                       4
<PAGE>   8


of business on June 30, 2001, then the HAL Percentage shall be reduced to the
greater of the Total Voting Power Beneficially Owned (each as defined in the
Standstill Agreement) by HAL on June 30, 2001 or 15%.

      (p) "ISSUER" has the meaning set forth in Section 13(b).

      (q) "NASDAQ" means The NASDAQ Stock Market.

      (r) "PERSON" means any individual, firm, corporation or other legal
entity, and includes any successor (by merger or otherwise) of such entity.

      (s) "PREFERRED SHARES" means shares of Series A Junior Participating
Preferred Stock, without par value, of the Company having the rights and
preferences set forth in the form of Certificate of Designation of Series A
Junior Participating Preferred Stock attached as EXHIBIT A.

      (t) "PURCHASE PRICE" means initially $40.00 per one one-hundredth of a
Preferred Share, subject to adjustment from time to time as provided in this
Agreement.

      (u) "RECORD DATE" has the meaning set forth in the Recitals to this
Agreement.

      (v) "REDEMPTION PRICE" means $.01 per Right, subject to adjustment by
resolution of the Board of Directors of the Company to reflect any stock split,
stock dividend or similar transaction occurring after the Record Date.

      (w) "RELATED PERSON" means (i) any Subsidiary of the Company or (ii) any
employee benefit or stock ownership plan of the Company or of any Subsidiary of
the Company or any entity holding Common Shares for or pursuant to the terms of
any such plan.

      (x) "RIGHT" has the meaning set forth in the Recitals to this Agreement.

      (y) "RIGHT CERTIFICATES" means certificates evidencing the Rights, in
substantially the form attached as EXHIBIT B.

      (z) "RIGHTS AGENT" means National City Bank, unless and until a successor
Rights Agent has become such pursuant to the terms of this Agreement, and
thereafter, "Rights Agent" means such successor Rights Agent.



                                       5
<PAGE>   9

      (aa) "SECURITIES ACT" means the Securities Act of 1933, as amended.

      (bb) "SHARE ACQUISITION DATE" means the first date of public announcement
by the Company (by press release, filing made with the Securities and Exchange
Commission or otherwise) that an Person has become such.

      (cc) "SUBSIDIARY" when used with reference to any Person means any
corporation or other legal entity of which a majority of the voting power of the
voting equity securities or equity interests is owned, directly or indirectly,
by such Person; PROVIDED, HOWEVER, that for purposes of Section 13(b),
"Subsidiary" when used with reference to any Person means any corporation or
other legal entity of which at least 20% of the voting power of the voting
equity securities or equity interests is owned, directly or indirectly, by such
Person.

      (dd) "TRADING DAY" means any day on which the principal national
securities exchange on which the Common Shares are listed or admitted to trading
is open for the transaction of business or, if the Common Shares are not listed
or admitted to trading on any national securities exchange, a Business Day.

      (ee) "TRIGGERING EVENT" means any Flip-in Event or Flip-over Event.

      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, will also be, prior to the Distribution Date, the
holders of the Common Shares) in accordance with the terms and conditions
hereof, and the Rights Agent hereby accepts such appointment and hereby
certifies that it complies with the requirements of the New York Stock Exchange
governing transfer agents and registrars. The Company may from time to time act
as Co-Rights Agent or appoint such Co-Rights Agents as it may deem necessary or
desirable. Any actions which may be taken by the Rights Agent pursuant to the
terms of this Agreement may be taken by any such Co-Rights Agent. To the extent
that any Co-Rights Agent takes any action pursuant to this Agreement, such
Co-Rights Agent will be entitled to all of the rights and protections of, and
subject to all of the applicable duties and obligations imposed upon, the Rights
Agent pursuant to the terms of this Agreement.

      3. ISSUE OF RIGHT CERTIFICATES. (a) Until the Distribution Date, (i) the
Rights will be evidenced by the certificates representing Common Shares
registered in the names of the record holders thereof (which certificates
representing


                                       6
<PAGE>   10


Common Shares will also be deemed to be Right Certificates), (ii) the Rights
will be transferable only in connection with the transfer of the underlying
Common Shares, and (iii) the surrender for transfer of any certificates
evidencing Common Shares in respect of which Rights have been issued will also
constitute the transfer of the Rights associated with the Common Shares
evidenced by such certificates.

      (b) Rights will be issued by the Company in respect of all Common Shares
(other than Common Shares issued upon the exercise or exchange of any Right)
issued or delivered by the Company (whether originally issued or delivered from
the Company's treasury) after the Record Date but prior to the earlier of the
Distribution Date and the Expiration Date. Certificates evidencing such Common
Shares will have stamped on, impressed on, printed on, written on, or otherwise
affixed to them the following legend or such similar legend as the Company may
deem appropriate and as is not inconsistent with the provisions of this
Agreement, or as may be required to comply with any applicable law or with any
rule or regulation made pursuant thereto or with any rule or regulation of any
stock exchange or transaction reporting system on which the Common Shares may
from time to time be listed or quoted, or to conform to usage:

     This Certificate also evidences and entitles the holder hereof to certain
     Rights as set forth in a Rights Agreement between Cole National Corporation
     and National City Bank, dated as of November 22, 1999, as the same may be
     amended from time to time (the "Rights Agreement"), the terms of which are
     hereby incorporated herein by reference and a copy of which is on file at
     the principal executive offices of Cole National Corporation. The Rights
     are not exercisable prior to the occurrence of certain events specified in
     the Rights Agreement. Under certain circumstances, as set forth in the
     Rights Agreement, such Rights may be redeemed, may be exchanged, may
     expire, may be amended, or may be evidenced by separate certificates and no
     longer be evidenced by this Certificate. Cole National Corporation will
     mail to the holder of this Certificate a copy of the Rights Agreement, as
     in effect on the date of mailing, without charge promptly after receipt of
     a written request therefor. Under certain circumstances as set forth in the
     Rights Agreement, Rights that are or were beneficially owned by an
     Acquiring Person or any Affiliate or Associate of an Acquiring Person (as
     such terms are defined in the Rights Agreement) may become null and void.



                                       7
<PAGE>   11


      (c) Any Right Certificate issued pursuant to this Section 3 that
represents Rights beneficially owned by an Acquiring Person or any Associate or
Affiliate thereof and any Right Certificate issued at any time upon the transfer
of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to
any nominee of such Acquiring Person, Associate or Affiliate and any Right
Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange,
replacement or adjustment of any other Right Certificate referred to in this
sentence, shall be subject to and contain the following legend or such similar
legend as the Company may deem appropriate and as is not inconsistent with the
provisions of this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which the Rights may from time to
time be listed, or to conform to usage:

     The Rights represented by this Right Certificate are or were beneficially
     owned by a Person who was an Acquiring Person or an Affiliate or an
     Associate of an Acquiring Person (as such terms are defined in the Rights
     Agreement). This Right Certificate and the Rights represented hereby may
     become null and void in the circumstances specified in Section 11(a)(ii)
     or Section 13 of the Rights Agreement.

      (d) As promptly 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, insured, postage prepaid mail, to each record holder of Common
Shares as of the Close of Business on the Distribution Date, at the address of
such holder shown on the records of the Company, a Right Certificate evidencing
one Right for each Common Share so held, subject to adjustment as provided
herein. As of and after the Distribution Date, the Rights will be evidenced
solely by such Right Certificates.

      (e) In the event that the Company purchases or otherwise acquires any
Common Shares after the Record Date but prior to the Distribution Date, any
Rights associated with such Common Shares will be deemed canceled and retired so
that the Company will not be entitled to exercise any Rights associated with the
Common Shares so purchased or acquired.

      4. FORM OF RIGHT CERTIFICATES. The Right Certificates (and the form of
election to purchase and the form of assignment to be printed on the reverse
thereof) will be substantially in the form attached as EXHIBIT B with such
changes and marks of identification or designation, and such legends, summaries
or


                                       8
<PAGE>   12


endorsements printed thereon, as the Company may deem appropriate and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange or transaction
reporting system on which the Rights may from time to time be listed or quoted,
or to conform to usage. Subject to the provisions of Section 22, the Right
Certificates, whenever issued, on their face will entitle the holders thereof to
purchase such number of one one-hundredths of a Preferred Share as are set forth
therein at the Purchase Price set forth therein, but the Purchase Price, the
number and kind of securities issuable upon exercise of each Right and the
number of Rights outstanding will be subject to adjustment as provided herein.

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

      (b) Following the Distribution Date, the Rights Agent will keep or cause
to be kept, at the principal office of the Rights Agent designated for such
purpose and at such other offices as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange or any transaction reporting system on
which the Rights may from time to time be listed or quoted, books for
registration and transfer of the Right Certificates issued hereunder. Such books
will show the names and addresses of the respective holders of the Right
Certificates, the number of Rights evidenced on its face by each


                                       9
<PAGE>   13


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

      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(d) and if, at any time after the Close of Business on
the Distribution Date and prior to the Expiration Date, any Right Certificate or
Right Certificates representing exercisable Rights may be transferred, split up,
combined or exchanged for another Right Certificate or Right Certificates,
entitling the registered holder to purchase a like number of one one-hundredths
of a Preferred Share (or other securities, as the case may be) as the Right
Certificate or Right Certificates surrendered then entitled such holder (or
former holder in the case of a transfer) to purchase. Any registered holder
desiring to transfer, split up, combine or exchange any such Right Certificate
or Rights Certificates must make such request in a writing delivered to the
Rights Agent and must surrender the Right Certificate or Right Certificates to
be transferred, split up, combined or exchanged at the principal office of the
Rights Agent designated for such purpose. Thereupon or as promptly as
practicable thereafter, subject to the provisions of Sections 7(d) and 14, the
Company will prepare, execute and deliver to the Rights Agent, and the Rights
Agent will countersign and deliver, a Right Certificate or Right Certificates,
as the case may be, as so requested. The Company may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer, split up, combination or exchange of Right
Certificates.

      (b) Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a 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, and upon surrender to the Rights Agent and cancellation of
the Right Certificate if mutilated, the Company will prepare, execute and
deliver a new Right Certificate of like tenor to the Rights Agent and the Rights
Agent will countersign and deliver such new Right Certificate to the registered
holder in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.

      7. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS. (a) The
registered holder of any Right Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein) in whole or in part at any time
after the



                                       10
<PAGE>   14


Distribution Date and prior to the Expiration Date, upon surrender of the Right
Certificate, with the form of election to purchase on the reverse side thereof
duly executed, to the Rights Agent at the office or offices of the Rights Agent
designated for such purpose, together with payment in cash, in lawful money of
the United States of America by certified check or bank draft payable to the
order of the Company, equal to the sum of (i) the exercise price for the total
number of securities as to which such surrendered Rights are exercised and (ii)
an amount equal to any applicable transfer tax required to be paid by the holder
of such Right Certificate in accordance with the provisions of Section 9(d).

      (b) Upon receipt of a Right Certificate representing exercisable Rights
with the form of election to purchase duly executed, accompanied by payment as
described above, the Rights Agent will promptly (i) requisition from any
transfer agent of the Preferred Shares (or make available, if the Rights Agent
is the transfer agent) certificates representing the number of one
one-hundredths of a Preferred Share to be purchased (and the Company hereby
irrevocably authorizes and directs its transfer agent to comply with all such
requests), or, if the Company elects to deposit Preferred Shares issuable upon
exercise of the Rights hereunder with a depositary agent, requisition from the
depositary agent depositary receipts representing such number of one
one-hundredths of a Preferred Share as are to be purchased (and the Company
hereby irrevocably authorizes and directs such depositary agent to comply with
all such requests), (ii) after receipt of such certificates (or depositary
receipts, as the case may be), 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, (iii) when appropriate,
requisition from the Company or any transfer agent therefor (or make available,
if the Rights Agent is the transfer agent) certificates representing the number
of equivalent common shares to be issued in lieu of the issuance of Common
Shares in accordance with the provisions of Section 11(a)(iii), (iv) when
appropriate, after receipt of such certificates, 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, (v) when
appropriate, requisition from the Company the amount of cash to be paid in lieu
of the issuance of fractional shares in accordance with the provisions of
Section 14 or in lieu of the issuance of Common Shares in accordance with the
provisions of Section 11(a)(iii), (vi) when appropriate, after receipt, deliver
such cash to or upon the order of the registered holder of such Right
Certificate, and (vii) when appropriate, deliver any due bill or other
instrument provided to the Rights Agent by the


                                       11
<PAGE>   15

Company for delivery to the registered holder of such Right Certificate as
provided by Section 11(1).

      (c) In case the registered holder of any Right Certificate exercises less
than all the Rights evidenced thereby, the Company will prepare, execute and
deliver a new Right Certificate evidencing Rights equivalent to the Rights
remaining unexercised and the Rights Agent will countersign and deliver such new
Right Certificate to the registered holder of such Right Certificate or to his
duly authorized assigns, subject to the provisions of Section 14.

      (d) Notwithstanding anything in this Agreement to the contrary, neither
the Rights Agent nor the Company will be obligated to undertake any action with
respect to any purported transfer, split up, combination or exchange of any
Right Certificate pursuant to Section 6 or exercise of a Right Certificate as
set forth in this Section 7 unless the registered holder of such Right
Certificate has (i) completed and signed the certificate following the form of
assignment or the form of election to purchase, as applicable, set forth on the
reverse side of the Right Certificate surrendered for such transfer, split up,
combination, exchange or 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 may reasonably request.

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

      9. COMPANY COVENANTS CONCERNING SECURITIES AND RIGHTS. The Company
covenants and agrees that:

          (a) It will cause to be reserved and kept available out of its
     authorized and unissued Preferred Shares or any



                                       12
<PAGE>   16


Preferred Shares held in its treasury, a number of Preferred Shares that will be
sufficient to permit the exercise in full of all outstanding Rights in
accordance with Section 7.

      (b) So long as the Preferred Shares (and, following the occurrence of a
Triggering Event, Common Shares and/or other securities) issuable upon the
exercise of the Rights may be listed on a national securities exchange, or
quoted on Nasdaq, it will endeavor to cause, from and after such time as the
Rights become exercisable, all securities reserved for issuance upon the
exercise of Rights to be listed on such exchange, or quoted on Nasdaq, upon
official notice of issuance upon such exercise.

      (c) It will take all such action as may be necessary to ensure that all
Preferred Shares (and, following the occurrence of a Triggering Event, Common
Shares and/or other securities) delivered upon exercise of Rights, at the time
of delivery of the certificates for such securities, will be (subject to payment
of the Purchase Price) duly authorized, validly issued, fully paid and
nonassessable securities.

      (d) It will pay when due and payable any and all federal and state
transfer taxes and charges that may be payable in respect of the issuance or
delivery of the Right Certificates and of any certificates representing
securities issued upon the exercise of Rights; PROVIDED, HOWEVER, that the
Company will not be required to pay any transfer tax or charge which may be
payable in respect of any transfer or delivery of Right Certificates to a person
other than, or the issuance or delivery of certificates or depositary receipts
representing securities issued upon the exercise of Rights in a name other than
that of, the registered holder of the Right Certificate evidencing Rights
surrendered for exercise, or to issue or deliver any certificates or depositary
receipts representing securities issued upon the exercise of any Rights until
any such tax or charge has been paid (any such tax or charge being payable by
the holder of such Right Certificate at the time of surrender) or until it has
been established to the Company's reasonable satisfaction that no such tax is
due.

      (e) It will use its best efforts (i) to file on an appropriate form, as
soon as practicable following the later of the Share Acquisition Date and the
Distribution Date, a registration statement under the Securities Act with
respect to the securities issuable upon exercise of the Rights, (ii) to cause
such registration statement to become effective as soon as practicable after
such filing, and (iii) to cause



                                       13
<PAGE>   17


such registration statement to remain effective (with a prospectus at all times
meeting the requirements of the Securities Act) until the earlier of (A) the
date as of which the Rights are no longer exercisable for such securities and
(B) the Expiration Date. The Company will also take such action as may be
appropriate under, or to ensure compliance with, the securities or "blue sky"
laws of the various states in connection with the exercisability of the Rights.
The Company may temporarily suspend, for a period of time after the date set
forth in clause (i) of the first sentence of this Section 9(e), the
exercisability of the Rights in order to prepare and file such registration
statement and to permit it to become effective. Upon any such suspension, the
Company will issue a public announcement stating that the exercisability of the
Rights has been temporarily suspended, as well as a public announcement at such
time as the suspension is no longer in effect. In addition, if the Company
determines that a registration statement should be filed under the Securities
Act or any state securities laws following the Distribution Date, the Company
may temporarily suspend the exercisability of the Rights in each relevant
jurisdiction until such time as a registration statement has been declared
effective and, upon any such suspension, the Company will 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. Notwithstanding anything in this Agreement to the contrary,
the Rights will not be exercisable in any jurisdiction if the requisite
registration or qualification in such jurisdiction has not been effected or the
exercise of the Rights is not permitted under applicable law.

      (f) Notwithstanding anything in this Agreement to the contrary, after the
later of the Share Acquisition Date and the Distribution Date it will not take
(or permit any Subsidiary to take) any action if at the time such action taken
it is reasonably foreseeable that such action will eliminate or otherwise
diminish the benefits intended to be afforded by the Rights.

      (g) In the event that the Company is obligated to issue other securities
of the Company and/or pay cash pursuant to Section 11, 13, 14 or 24 it will make
all arrangements necessary so that such other securities and/or cash are
available for distribution by the Rights Agent, if and when appropriate.


                                       14
<PAGE>   18


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

      11. ADJUSTMENT OF PURCHASE PRICE, NUMBER AND KIND OF SECURITIES OR NUMBER
OF RIGHTS. The Purchase Price, the number and kind of securities issuable upon
exercise of each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11.

     (a) (i) In the event that the Company at any time after the Record Date (A)
     declares a dividend on the Preferred Shares payable in Preferred Shares,
     (B) subdivides the outstanding Preferred Shares, (C) combines the
     outstanding Preferred Shares into a smaller number of Preferred Shares, or
     (D) issues any shares of its capital stock in a reclassification of the
     Preferred Shares (including any such reclassification in connection with a
     consolidation or merger in which the Company is the continuing or surviving
     corporation), except as otherwise provided in this Section 11(a), the
     Purchase Price in effect at the time of the record date for such dividend
     or of the effective date of such subdivision, combination or
     reclassification and/or the number and/or kind of shares of capital stock
     issuable on such date upon exercise of a Right, will be proportionately
     adjusted so that the holder of any Right exercised after such time is
     entitled to receive upon payment of the



                                       15
<PAGE>   19


     Purchase Price then in effect the aggregate number and kind of shares of
     capital stock which, if such Right had been exercised immediately prior to
     such date and at a time when the transfer books of the Company for the
     Preferred Shares were open, the holder of such Right would have owned upon
     such exercise (and, in the case of a reclassification, would have retained
     after giving effect to such reclassification) and would have been entitled
     to receive by virtue of such dividend, subdivision, combination or
     reclassification; PROVIDED, HOWEVER, that in no event shall the
     consideration to be paid upon the exercise of one Right be less than the
     aggregate par value of the shares of capital stock issuable upon exercise
     of one Right. If an event occurs which would require an adjustment under
     both this Section 11(a)(i) and Section 11(a)(ii) or Section 13, the
     adjustment provided for in this Section 11(a)(i) will be in addition to,
     and will be made prior to, any adjustment required pursuant to Section
     11(a)(ii) or Section 13.

         (ii) Subject to the provisions of Section 24, if:

          (A) any Person becomes an Acquiring Person; or

          (B) any Acquiring Person or any Affiliate or Associate of any
     Acquiring Person, directly or indirectly, (1) merges into the Company or
     otherwise combines with the Company and the Company is the continuing or
     surviving corporation of such merger or combination (other than in a
     transaction subject to Section 13), (2) merges or otherwise combines with
     any Subsidiary of the Company, (3) in one or more transactions (otherwise
     than in connection with the exercise, exchange or conversion of securities
     exercisable or exchangeable for or convertible into shares of any class of
     capital stock of the Company or any of its Subsidiaries) transfers cash,
     securities or any other property to the Company or any of its Subsidiaries
     in exchange (in whole or in part) for shares of any class of capital stock
     of the Company or any of its Subsidiaries or for securities exercisable or
     exchangeable for or convertible into shares of any class of capital stock
     of the Company or any of its Subsidiaries, or otherwise obtains from the
     Company or any of its Subsidiaries, with or without consideration, any
     additional shares of any class of capital stock of the Company or any of
     its Subsidiaries or securities exercisable or exchangeable for or
     convertible into shares of any class of capital stock of the Company or any
     of its Subsidiaries (otherwise than as part of a pro rata distribution to
     all holders of shares of any class of capital stock of the Company, or any
     of its Subsidiaries), (4) sells, purchases,



                                       16
<PAGE>   20

     leases, exchanges, mortgages, pledges, transfers or otherwise disposes (in
     one or more transactions) to, from, with or of, as the case may be, the
     Company or any of its Subsidiaries (otherwise than in a transaction subject
     to Section 13), any property, including securities, on terms and conditions
     less favorable to the Company than the Company would be able to obtain in
     an arm's-length transaction with an unaffiliated third party, (5) receives
     any compensation from the Company or any of its Subsidiaries other than
     compensation as a director or a regular full-time employee, in either case
     at rates consistent with the Company's (or its Subsidiaries') past
     practices, or (6) receives the benefit, directly or indirectly (except
     proportionately as a stockholder), of any loans, advances, guarantees,
     pledges or other financial assistance or any tax credits or other tax
     advantage provided by the Company or any of its Subsidiaries; or

          (C) during such time as there is an Acquiring Person, there is any
     reclassification of securities of the Company (including any reverse stock
     split), or any recapitalization of the Company, or any merger or
     consolidation of the Company with any of its Subsidiaries, or any other
     transaction or series of transactions involving the Company or any of its
     Subsidiaries (whether or not with or into or otherwise involving an
     Acquiring Person), other than a transaction subject to Section 13, which
     has the effect, directly or indirectly, of increasing by more than 1% the
     proportionate share of the outstanding shares of any class of equity
     securities of the Company or any of its Subsidiaries, or of securities
     exercisable or exchangeable for or convertible into equity securities of
     the Company or any of its Subsidiaries, of which an Acquiring Person, or
     any Affiliate or Associate of any Acquiring Person, is the Beneficial
     Owner;

     then, and in each such case, from and after the latest of the Distribution
     Date, the Share Acquisition Date and the date of the occurrence of such
     Flip-in Event, proper provision will be made so that each holder of a
     Right, except as provided below, will thereafter have the right to receive,
     upon exercise thereof in accordance with the terms of this Agreement at an
     exercise price per Right equal to the product of the then-current Purchase
     Price multiplied by the number of one one-hundredths of a Preferred Share
     for which a Right was exercisable immediately prior to the date of the
     occurrence of such Flip-in Event (or, if any other Flip-in Event shall have
     previously occurred, the product of the then-current Purchase Price
     multiplied by the number of



                                       17
<PAGE>   21


     one one-hundredths of a Preferred Share for which a Right was exercisable
     immediately prior to the date of the first occurrence of a Flip-in Event),
     in lieu of Preferred Shares, such number of Common Shares as equals the
     result obtained by (x) multiplying the then-current Purchase Price by the
     number of one one-hundredths of a Preferred Share for which a Right was
     exercisable immediately prior to the date of the occurrence of such Flip-in
     Event (or, if any other Flip-in Event shall have previously occurred,
     multiplying the then-current Purchase Price by the number of one
     one-hundredths of a Preferred Share for which a Right was exercisable
     immediately prior to the date of the first occurrence of a Flip-in Event),
     and dividing that product by (y) 50% of the current per share market price
     of the Common Shares (determined pursuant to Section 11(d)) on the date of
     the occurrence of such Flip-in Event. Notwithstanding anything in this
     Agreement to the contrary, from and after the first occurrence of a Flip-in
     Event, any Rights that are Beneficially Owned by (A) any Acquiring Person
     (or any Affiliate or Associate of any Acquiring Person), (B) a transferee
     of any Acquiring Person (or any such Affiliate or Associate) who becomes a
     transferee after the occurrence of a Flip-in Event, or (C) a transferee of
     any Acquiring Person (or any such Affiliate or Associate) who became a
     transferee prior to or concurrently with the occurrence of a Flip-in Event
     pursuant to either (1) a transfer from an Acquiring Person 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
     (2) a transfer which the Directors of the Company have determined is part
     of a plan, arrangement or understanding which has the purpose or effect of
     avoiding the provisions of this Section 11(a)(ii), and subsequent
     transferees of any of such Persons, will be void without any further action
     and any holder of such Rights will thereafter have no rights whatsoever
     with respect to such Rights under any provision of this Agreement. The
     Company will use all reasonable efforts to ensure that the provisions of
     this Section 11(a)(ii) are complied with, but will have no liability to any
     holder of Right Certificates or any other Person as a result of its failure
     to make any determinations with respect to an Acquiring Person or its
     Affiliates, Associates or transferees hereunder. Upon the occurrence of a
     Flip-in Event, no Right Certificate that represents Rights that are or have
     become void pursuant to the provisions of this Section 11(a)(ii) will
     thereafter be issued pursuant to Section 3 or Section 6, and any Right
     Certificate delivered to the Rights Agent that represents Rights that are
     or have become void pursuant to the provisions of this Section


                                       18
<PAGE>   22


     11(a)(ii) will be canceled. Upon the occurrence of a Flip-over Event, any
     Rights that shall not have been previously exercised pursuant to this
     Section 11 (a)(ii) shall thereafter be exercisable only pursuant to
     Section 13 and not pursuant to this Section 11(a)(ii).

     (iii) Upon the occurrence of a Flip-in Event, if there are not sufficient
     Common Shares authorized but unissued or issued but not outstanding to
     permit the issuance of all the Common Shares issuable in accordance with
     Section 11(a)(ii) upon the exercise of a Right, the Board of Directors of
     the Company will use its best efforts promptly to authorize and, subject to
     the provisions of Section 9(e), make available for issuance additional
     Common Shares or other equity securities of the Company having equivalent
     voting rights and an equivalent value (as determined in good faith by the
     Board of Directors of the Company) to the Common Shares (for purposes of
     this Section 11(a)(iii), "equivalent common shares"). In the event that
     equivalent common shares are so authorized, upon the exercise of a Right in
     accordance with the provisions of Section 7, the registered holder will be
     entitled to receive (A) Common Shares, to the extent any are available, and
     (B) a number of equivalent common shares, which the Board of Directors of
     the Company has determined in good faith to have a value equivalent to the
     excess of (x) the aggregate current per share market value on the date of
     the occurrence of the most recent Flip-in Event of all the Common Shares
     issuable in accordance with Section 11(a)(ii) upon the exercise of a Right
     (the "Exercise Value") over (y) the aggregate current per share market
     value on the date of the occurrence of the most recent Flip-in Event of any
     Common Shares available for issuance upon the exercise of such Right;
     PROVIDED, HOWEVER, that if at any time after 90 calendar days after the
     latest of the Share Acquisition Date, the Distribution Date and the date of
     the occurrence of the most recent Flip-in Event, there are not sufficient
     Common Shares and/or equivalent common shares available for issuance upon
     the exercise of a Right, then the Company will be obligated to deliver,
     upon the surrender of such Right and without requiring payment of the
     Purchase Price, Common Shares (to the extent available), equivalent common
     shares (to the extent available) and then cash (to the extent permitted by
     applicable law and any agreements or instruments to which the Company is a
     party in effect immediately prior to the Share Acquisition Date), which
     securities and cash have an aggregate value equal to the excess of (1) the
     Exercise Value over (2) the product of the then-current Purchase Price
     multiplied by the number of one one-hundredths of a Preferred Share for
     which a Right


                                       19
<PAGE>   23

     was exercisable immediately prior to the date of the occurrence of the most
     recent Flip-in Event (or, if any other Flip-in Event shall have previously
     occurred, the product of the then-current Purchase Price multiplied by the
     number of one one-hundredths of a Preferred Share for which a Right would
     have been exercisable immediately prior to the date of the occurrence of
     such Flip-in Event if no other Flip-in Event had previously occurred). To
     the extent that any legal or contractual restrictions prevent the Company
     from paying the full amount of cash payable in accordance with the
     foregoing sentence, the Company will pay to holders of the Rights as to
     which such payments are being made all amounts which are not then
     restricted on a pro rata basis and will continue to make payments on a pro
     rata basis as promptly as funds become available until the full amount due
     to each such Rights holder has been paid.

      (b) In the event that the Company fixes a record date for the issuance of
rights, options or warrants to all holders of Preferred Shares entitling them
(for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Preferred Shares (or securities having equivalent
rights, privileges and preferences as the Preferred Shares (for purposes of this
Section 11(b), "equivalent preferred shares")) or securities convertible into
Preferred Shares or equivalent preferred shares at a price per Preferred Share
or equivalent preferred share (or having a conversion price per share, if a
security convertible into Preferred Shares or equivalent preferred shares) less
than the current per share market price of the Preferred Shares (determined
pursuant to Section 11(d)) on such record date, the Purchase Price to be in
effect after such record date will be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a fraction, the
numerator of which is the number of Preferred Shares outstanding on such record
date plus the number of Preferred Shares which the aggregate offering price of
the total number of Preferred Shares and/or equivalent preferred shares so to be
offered (and/or the aggregate initial conversion price of the convertible
securities so to be offered) would purchase at such current per share market
price and the denominator of which is the number of Preferred Shares outstanding
on such record date plus the number of additional Preferred Shares and/or
equivalent preferred shares to be offered for subscription or purchase (or into
which the convertible securities so to be offered are initially convertible);
PROVIDED, HOWEVER, that in no event shall the consideration to be paid upon the
exercise of one Right be less than the aggregate par value of the shares of
capital stock issuable upon exercise of one Right. In case such subscription or
ice may be paid in a consideration part or all of which is in a


                                       20
<PAGE>   24


form other than cash, the value of such consideration will be as determined in
good faith by the Board of Directors of the Company, whose determination will be
described in a statement filed with the Rights Agent. Preferred Shares owned by
or held for the account of the Company will not be deemed outstanding for the
purpose of any such computation. Such adjustment will be made successively
whenever such a record date is fixed, and in the event that such rights, options
or warrants are not so issued, the Purchase Price will be adjusted to be the
Purchase Price which would then be in effect if such record date had not been
fixed.

      (c) In the event that the Company fixes a record date for the making of a
distribution to all holders of Preferred Shares (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 periodic cash dividend), assets, stock (other than a dividend
payable in Preferred Shares) or subscription rights, options or warrants
(excluding those referred to in Section 11 (b)), the Purchase Price to be in
effect after such record date will be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a fraction, the
numerator of which is the current per share market price of the Preferred Shares
(as determined pursuant to Section 11(d)) on such record date or, if earlier,
the date on which Preferred Shares begin to trade on an ex-dividend or when
issued basis for such distribution, less the fair market value (as determined in
good faith by the Board of Directors of the Company, whose determination will be
described in a statement filed with the Rights Agent) of the portion of the
evidences of indebtedness, cash, assets or stock so to be distributed or of such
subscription rights, options or warrants applicable to one Preferred Share, and
the denominator of which is such current per share market price of the Preferred
Shares; PROVIDED, HOWEVER, that in no event shall the consideration to be paid
upon the exercise of one Right be less than the aggregate par value of the
shares of capital stock issuable upon exercise of one Right. Such adjustments
will be made successively whenever such a record date is fixed; and in the event
that such distribution is not so made, the Purchase Price will again be adjusted
to be the Purchase Price which would then be in effect if such record date had
not been fixed.

     (d) (i) For the purpose of any computation hereunder, the "current per
     share market price" of Common Shares on any date will be deemed to be the
     average of the daily closing prices per share of such Common Shares for the
     30 consecutive Trading Days immediately prior to such date;


                                       21
<PAGE>   25


     PROVIDED, HOWEVER, that in the event that the current per share market
     price of the Common Shares is determined during a period following the
     announcement by the issuer of such Common Shares of (A) a dividend or
     distribution on such Common Shares payable in such Common Shares or
     securities convertible into such Common Shares (other than the Rights) or
     (B) any subdivision, combination or reclassification of such Common Shares,
     and prior to the expiration of 30 Trading Days after the ex-dividend date
     for such dividend or distribution, or the record date for such subdivision,
     combination or reclassification, then, and in each such case, the current
     per share market price will be appropriately adjusted to take into account
     ex-dividend trading or to reflect the current per share market price per
     Common Share equivalent. The closing price for each day will be the last
     sale price, regular way, or, in case no such sale takes place on such day,
     the average of the closing bid and asked prices, regular way, in either
     case as reported in the principal consolidated transaction reporting system
     with respect to securities listed or admitted to trading on the New York
     Stock Exchange or, if the Common Shares are not listed or admitted to
     trading on the New York Stock Exchange, as reported in the principal
     consolidated transaction reporting system with respect to securities listed
     on the principal national securities exchange on which the Common Shares
     are listed or admitted to trading or, if the Common Shares are not listed
     or admitted to trading on any national securities exchange, the last quoted
     price or, if not so quoted, the average of the high bid and low asked
     prices in the over-the-counter market, as reported by Nasdaq or such other
     system then in use, or, if on any such date the Common 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
     Common Shares selected by the Board of Directors of the Company. If the
     Common Shares are not publicly held or not so listed or traded, or are not
     the subject of available bid and asked quotes, "current per share market
     price" will mean the fair value per share as determined in good faith by
     the Board of Directors of the Company, whose determination will be
     described in a statement filed with the Rights Agent.

          (ii) For the purpose of any computation hereunder, the "current per
     share market price" of the Preferred Shares will be determined in the same
     manner as set forth above for Common Shares in Section 11(d)(i), other
     than the last sentence thereof. If the current per share market price of
     the Preferred Shares cannot be determined in the manner



                                       22
<PAGE>   26


     provided above, the "current per share market price" of the Preferred
     Shares will be conclusively deemed to be an amount equal to the current
     per share market price of the Common Shares multiplied by one hundred (as
     such number may be appropriately adjusted to reflect events such as stock
     splits, stock dividends, recapitalizations or similar transactions
     relating to the Common Shares occurring after the date of this Agreement).
     If neither the Common Shares nor the Preferred Shares are publicly held or
     so listed or traded, or the subject of available bid and asked quotes,
     "current per share market price" of the Preferred Shares will mean the
     fair value per share as determined in good faith by the Board of Directors
     of the Company, whose determination will be described in a statement filed
     with the Rights Agent. For all purposes of this Agreement, the current per
     share market price of one one-hundredth of a preferred Share will be equal
     to the current per share market price of one Preferred Share divided by
     one hundred.

      (e) Except as set forth below, no adjustment in the Purchase Price will be
required unless such adjustment would require an increase or decrease of at
least 1% in such price; PROVIDED, HOWEVER, that any adjustments which by reason
of this Section 11(e) are not required to be made will be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Section 11 will be made to the nearest cent or to the nearest one one-millionth
of a Preferred Share or one ten-thousandth of a Common Share or other security,
as the case may be. Notwithstanding the first sentence of this Section 11(e),
any adjustment required by this Section 11 will be made no later than the
earlier of (i) three years from the date of the transaction which requires such
adjustment and (ii) the Expiration Date.

      (f) If as a result of an adjustment made pursuant to Section 11(a), the
holder of any Right thereafter exercised becomes entitled to receive any
securities of the Company other than Preferred Shares, thereafter the number
and/or kind of such other securities so receivable upon exercise of any Right
(and/or the Purchase Price in respect thereof) will 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 Shares (and the Purchase Price
in respect thereof) contained in this Section 11, and the provisions of Sections
7, 9, 10, 13 and 14 with respect to the Preferred Shares (and the Purchase Price
in respect thereof) will apply on like terms to any such other securities (and
the Purchase Price in respect thereof).


                                       23
<PAGE>   27


      (g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder will evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-hundredths of a
Preferred Share issuable from time to time hereunder upon exercise of the
Rights, all subject to further adjustment as provided herein.

      (h) Unless the Company has exercised its election as provided in Section
11(i), upon each adjustment of the Purchase Price pursuant to Section 11(b) or
Section 11(c), each Right outstanding immediately prior to the making of such
adjustment will thereafter evidence the right to purchase, at the adjusted
Purchase Price, that number of one one-hundredths of a Preferred Share
(calculated to the nearest one one-millionth of a Preferred Share) obtained by
(i) multiplying (x) the number of one one-hundredths of a Preferred Share
issuable upon exercise of a Right immediately prior to such adjustment of the
Purchase Price by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price and (ii) dividing the product so obtained by
the Purchase Price in effect immediately after such adjustment of the Purchase
Price.

      (i) The Company may elect, on or after the date of any adjustment of the
Purchase Price, to adjust the number of Rights in substitution for any
adjustment in the number of one one-hundredths of a Preferred Share issuable
upon the exercise of a Right. Each of the Rights outstanding after such
adjustment of the number of Rights will be exercisable for the number of one
one-hundredths of a Preferred Share 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 will become that number of Rights (calculated
to the nearest one ten-thousandth) obtained by dividing the Purchase Price in
effect immediately prior to adjustment of the Purchase Price by the Purchase
Price in effect immediately after adjustment of the Purchase Price. The Company
will 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. Such record date may be the date on which
the Purchase Price is adjusted or any day thereafter, but, if the Right
Certificates have been issued, will be at least 10 calendar days later than the
date of the public announcement. If Right Certificates have been issued, upon
each adjustment of the number of Rights pursuant to this Section 11(i), the
Company will, as promptly as practicable, cause to be distributed to holders of
record of Right Certificates on such record date Right Certificates evidencing,
subject to the provisions of Section 14, the additional Rights to which such
holders are entitled as a result of such adjustment, or, at the


                                       24
<PAGE>   28



option of the Company, will 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
are entitled after such adjustment. Right Certificates so to be distributed will
be issued, executed, and countersigned in the manner provided for herein (and
may bear, at the option of the Company, the adjusted Purchase Price) and will be
registered in the names of the holders of record of Right Certificates on the
record date specified in the public announcement.

      (j) Without respect to any adjustment or change in the Purchase Price
and/or the number and/or kind of securities issuable upon the exercise of the
Rights, the Right Certificates theretofore and thereafter issued may continue to
express the Purchase Price and the number and kind of securities which were
expressed in the initial Right Certificate issued hereunder.

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

      (l) In any case in which this Section 11 otherwise requires that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuance to the holder of any Right exercised after such record date
the number of Preferred Shares or other securities of the Company, if any,
issuable upon such exercise over and above the number of Preferred Shares or
other securities of the Company, if any, issuable upon such exercise on the
basis of the Purchase Price in effect prior to such adjustment; PROVIDED,
HOWEVER, that the Company delivers to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
Preferred Shares or other securities upon the occurrence of the event requiring
such adjustment.

      (m) Notwithstanding anything in this Agreement to the contrary, the
Company will be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that in its


                                       25
<PAGE>   29


good faith judgment the Board of Directors of the Company determines to be
advisable in order that any (i) consolidation or subdivision of the Preferred
Shares, (ii) issuance wholly for cash of Preferred Shares at less than the
current per share market price therefor, (iii) issuance wholly for cash of
Preferred Shares or securities which by their terms are convertible into or
exchangeable for Preferred Shares, (iv) stock dividends, or (v) issuance of
rights, options or warrants referred to in this Section 11, hereafter made by
the Company to holders of its Preferred Shares is not taxable to such
stockholders.

      (n) Notwithstanding anything in this Agreement to the contrary, in the
event that the Company at any time after the Record Date prior to the
Distribution Date (i) pays a dividend on the outstanding Common Shares payable
in Common Shares, (ii) subdivides the outstanding Common Shares, (iii) combines
the outstanding Common Shares into a smaller number of shares, or (iv) issues
any shares of its capital stock in a reclassification of the outstanding Common
Shares (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing or surviving corporation), the
number of Rights associated with each Common Share then outstanding, or issued
or delivered thereafter but prior to the Distribution Date, will be
proportionately adjusted so that the number of Rights thereafter associated with
each Common Share following any such event equals the result obtained by
multiplying the number of Rights associated with each Common Share immediately
prior to such event by a fraction the numerator of which is the total number of
Common Shares outstanding immediately prior to the occurrence of the event and
the denominator of which is the total number of Common Shares outstanding
immediately following the occurrence of such event. The adjustments provided for
in this Section 11(n) will be made successively whenever such a dividend is paid
or such a subdivision, combination or reclassification is effected.

      12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SECURITIES.
Whenever an adjustment is made as provided in Section 11 or Section 13, the
Company will promptly (a) prepare a certificate setting forth such adjustment
and a brief statement of the facts accounting for such adjustment, (b) file with
the Rights Agent and with each transfer agent for the Preferred Shares and the
Common Shares a copy of such certificate, and (c) if such adjustment is made
after the Distribution Date, mail a brief summary of such adjustment to each
holder of a Right Certificate in accordance with Section 26.


                                       26
<PAGE>   30


      13. CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR EARNING POWER.
(a) In the event that:

          (i) at any time after a Person has become an Acquiring Person, the
     Company consolidates with, or merges with or into, any other Person and the
     Company is not the continuing or surviving corporation of such
     consolidation or merger; or

          (ii) at any time after a Person has become an Acquiring Person, any
     Person consolidates with the Company, or merges wIth or into the Company,
     and the Company is the continuing or surviving corporation of such merger
     or consolidation and, in connection with such merger or consolidation, all
     or part of the Common Shares is changed into or exchanged for stock or
     other securities of any other Person or cash or any other property; or

          (iii) at any time after a Person has become an Acquiring Person, the
     Company, directly or indirectly, sells or otherwise transfers (or one or
     more of its Subsidiaries sells or otherwise transfers), in one or more
     transactions, assets or earning power (including without limitation
     securities creating any obligation on the part of the Company and/or any of
     its Subsidiaries) representing in the aggregate more than 50% of the assets
     or earning power of the Company and its Subsidiaries (taken as a whole) to
     any Person or Persons other than the Company or one or more of its wholly
     owned Subsidiaries;

then, and in each such case, proper provision will be made so that from and
after the latest of the Share Acquisition Date, the Distribution Date and the
date of the occurrence of such Flip-over Event (A) each holder of a Right
thereafter has the right to receive, upon the exercise thereof in accordance
with the terms of this Agreement at an exercise price per Right equal to the
product of the then-current Purchase Price multiplied by the number of one
one-hundredths of a Preferred Share for which a Right was exercisable
immediately prior to the Share Acquisition Date, such number of duly authorized,
validly issued, fully paid, nonassessable and freely tradeable Common Shares of
the Issuer, free and clear of any liens, encumbrances and other adverse claims
and not subject to any rights of call or first refusal, as equals the result
obtained by (x) multiplying the then-current Purchase Price by the number of one
one-hundredths of a Preferred Share for which a Right is exercisable immediately
prior to the Share Acquisition Date and dividing that product by (y) 50% of the
current per share market price of the Common Shares of the Issuer (determined
pursuant to Section 11(d)), on the date of the occurrence of such Flip-over
Event; (B) the Issuer will


                                       27
<PAGE>   31


thereafter be liable for, and will assume, by virtue of the occurrence of such
Flip-over Event, all the obligations and duties of the Company pursuant to this
Agreement; (C) the term "Company" will thereafter be deemed to refer to the
Issuer; and (D) the Issuer will take such steps (including without limitation
the reservation of a sufficient number of its Common Shares to permit the
exercise of all outstanding Rights) in connection with such consummation as may
be necessary to assure that the provisions hereof are thereafter applicable, as
nearly as reasonably may be possible, in relation to its Common Shares
thereafter deliverable upon the exercise of the Rights.

      (b) For purposes of this Section 13, "Issuer" means (i) in the case of any
Flip-over Event described in Sections 13(a)(i) or (ii) above, the Person that is
the continuing, surviving, resulting or acquiring Person (including the Company
as the continuing or surviving corporation of a transaction described in Section
13(a)(ii) above), and (ii) in the case of any Flip-over Event described in
Section 13(a)(iii) above, the Person that is the party receiving the greatest
portion of the assets or earning power (including without limitation securities
creating any obligation on the part of the Company and/or any of its
Subsidiaries) transferred pursuant to such transaction or transactions;
PROVIDED, HOWEVER, that, in any such case, (A) if (1) no class of equity
security of such Person is, at the time of such merger, consolidation or
transaction and has been continuously over the preceding 12-month period,
registered pursuant to Section 12 of the Exchange Act, and (2) such Person is a
Subsidiary, directly or indirectly, of another Person, a class of equity
security of which is and has been so registered, the term "Issuer" means such
other Person; and (B) in case such Person is a Subsidiary, directly or
indirectly, of more than one Person, a class of equity security of two or more
of which are and have been so registered, the term "Issuer" means whichever of
such Persons is the issuer of the equity security having the greatest aggregate
market value. Notwithstanding the foregoing, if the Issuer in any of the
Flip-over Events listed above is not a corporation or other legal entity having
outstanding equity securities, then, and in each such case, (x) if the Issuer is
directly or indirectly wholly owned by a corporation or other legal entity
having outstanding equity securities, then all references to Common Shares of
the Issuer will be deemed to be references to the Common Shares of the
corporation or other legal entity having outstanding equity securities which
ultimately controls the Issuer, and (y) if there is no such corporation or other
legal entity having outstanding equity securities, (I) proper provision will be
made so that the Issuer creates or otherwise makes available for purposes of the
exercise of the Rights in accordance with the terms of this Agreement, a kind or


                                       28
<PAGE>   32


kinds of security or securities having a fair market value at least equal to the
economic value of the Common Shares which each holder of a Right would have been
entitled to receive if the issuer had been a corporation or other legal entity
having outstanding equity securities; and (II) all other provisions of this
Agreement will apply to the issuer of such securities as if such securities were
Common Shares.

      (c) The Company will not consummate any Flip-over Event if, (i) at the
time of or immediately after such Flip-over Event, there are or would be any
rights, warrants, instruments or securities outstanding or any agreements or
arrangements in effect which would eliminate or substantially diminish the
benefits intended to be afforded by the Rights, (ii) prior to, simultaneously
with or immediately after such Flip-over Event, the stockholders of the Person
who constitutes, or would constitute, the Issuer for purposes of Section 13(a)
shall have received a distribution of Rights previously owned by such Person or
any of its Affiliates or Associates, or (iii) the form or nature of the
organization of the Issuer would preclude or limit the exercisability of the
Rights. In addition, the Company will not consummate any Flip-over Event unless
the Issuer has a sufficient number of authorized Common Shares (or other
securities as contemplated in Section 13(b) above) which have not been issued or
reserved for issuance to permit the exercise in full of the Rights in accordance
with this Section 13 and unless prior to such consummation the Company and the
Issuer have executed and delivered to the Rights Agent a supplemental agreement
providing for the terms set forth in subsections (a) and (b) of this Section 13
and further providing that as promptly as practicable after the consummation of
any Flip-over Event, the Issuer will:

          (A) prepare and file a registration statement under the Securities Act
     with respect to the Rights and the securities issuable upon exercise of the
     Rights on an appropriate form, and use its best efforts to cause such
     registration statement to (1) become effective as soon as practicable after
     such filing and (2) remain effective (with a prospectus at all times
     meeting the requirements of the Securities Act) until the Expiration Date;

          (B) take all 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; and

          (C) deliver to holders of the Rights historical financial statements
     for the Issuer and each of its


                                       29
<PAGE>   33


     Affiliates which comply in all respects with the requirements for
     registration on Form 10 under the Exchange Act.

      (d) The provisions of this Section 13 will similarly apply to successive
mergers or consolidations or sales or other transfers. In the event that a
Flip-over Event occurs at any time after the occurrence of a Flip-in Event,
except for Rights that have become void pursuant to Section 11(a)(ii), Rights
that shall not have been previously exercised will cease to be exercisable in
the manner provided in Section 11(a)(ii) and will thereafter be exercisable in
the manner provided in Section 13(a).

      14. FRACTIONAL RIGHTS AND FRACTIONAL SECURITIES. (a) The Company will not
be required to issue fractions of Rights or to distribute Right Certificates
which evidence fractional Rights. In lieu of such fractional Rights, the Company
will pay as promptly as practicable to the registered holders of the Right
Certificates with regard to which such fractional Rights otherwise would be
issuable, an amount in cash equal to the same fraction of the current market
value of one Right. For the purposes of this Section 14(a), the current market
value of one Right is the closing price of the Rights for the Trading Day
immediately prior to the date on which such fractional Rights otherwise would
have been issuable. The closing price for any day is the last sale price,
regular way, or, in case no such sale takes place on such day, the average of
the closing bid and asked prices, regular way, in either case as reported in the
principal consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange or, if the Rights
are not listed or admitted to trading on the New York Stock Exchange, as
reported in the principal consolidated transaction reporting system with respect
to securities listed on the principal national securities exchange on which the
Rights are listed or admitted to trading or, if the Rights are not listed or
admitted to trading on any national securities exchange, the last quoted price
or, if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by Nasdaq or such other system then in
use, or if on any such date the Rights are not quoted by any such organization,
the average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Rights selected by the Board of Directors of
the Company. If the Rights are not publicly held or are not so listed or traded,
or are not the subject of available bid and asked quotes, the current market
value of one Right will mean the fair value thereof as determined in good faith
by the Board of


                                       30
<PAGE>   34

Directors of the Company, whose determination will be described in a statement
filed with the Rights Agent.

      (b) The Company will not be required to issue fractions of Preferred
Shares (other than fractions which are integral multiples of one one-hundredth
of a Preferred Share) upon exercise of the Rights or to distribute certificates
which evidence fractional Preferred Shares (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share). Fractions of
Preferred Shares in integral multiples of one one-hundredth of a Preferred Share
may, at the election of the Company, be evidenced by depositary receipts
pursuant to an appropriate agreement between the Company and a depositary
selected by it, provided that such agreement provides that the holders of such
depositary receipts have all the rights, privileges and preferences to which
they are entitled as beneficial owners of the Preferred Shares represented by
such depositary receipts. In lieu of fractional Preferred Shares that are not
integral multiples of one one-hundredth of a Preferred Share, the Company may
pay to any Person to whom or which such fractional Preferred Shares would
otherwise be issuable an amount in cash equal to the same fraction of the
current market value of one Preferred Share. For purposes of this Section 14(b),
the current market value of one Preferred Share is the closing price of the
Preferred Shares (as determined in the same manner as set forth for Common
Shares in the second sentence of Section 11(d)(i)) for the Trading Day
immediately prior to the date of such exercise; PROVIDED, HOWEVER, that if the
closing price of the Preferred Shares cannot be so determined, the closing price
of the Preferred Shares for such Trading Day will be conclusively deemed to be
an amount equal to the closing price of the Common Shares (determined pursuant
to the second sentence of Section 11(d)(i)) for such Trading Day multiplied by
one hundred (as such number may be appropriately adjusted to reflect events such
as stock splits, stock dividends, recapitalizations or similar transactions
relating to the Common Shares occurring after the date of this Agreement);
PROVIDED FURTHER, HOWEVER, that if neither the Common Shares nor the Preferred
Shares are publicly held or listed or admitted to trading on any national
securities exchange, or the subject of available bid and asked quotes, the
current market value of one Preferred Share will mean the fair value thereof as
determined in good faith by the Board of Directors of the Company, whose
determination will be described in a statement filed with the Rights Agent.

      (c) Following the occurrence of a Triggering Event, the Company will not
be required to issue fractions of Common Shares or other securities issuable
upon exercise or exchange of the Rights or to distribute certificates which
evidence any such


                                       31
<PAGE>   35


fractional securities. In lieu of issuing any such fractional securities, the
Company may pay to any Person to whom or which such fractional securities would
otherwise be issuable an amount in cash equal to the same fraction of the
current market value of one such security. For purposes of this Section 14(c),
the current market value of one Common Share or other security issuable upon the
exercise or exchange of Rights is the closing price thereof (as determined in
the same manner as set forth for Common Shares in the second sentence of Section
11(d)(i)) for the Trading Day immediately prior to the date of such exercise or
exchange; PROVIDED, HOWEVER, that if neither the Common Shares nor any such
other securities are publicly held or listed or admitted to trading on any
national securities exchange, or the subject of available bid and asked quotes,
the current market value of one Common Share or such other security will mean
the fair value thereof as determined in good faith by the Board of Directors of
the Company, whose determination will mean the fair value thereof as will be
described in a statement filed with the Rights Agent.

      15. RIGHTS OF ACTION. All rights of action in respect of this Agreement,
excepting the rights of action given to the Rights Agent under Section 18, are
vested in the respective registered holders of the Right Certificates (and,
prior to the Distribution Date, the registered holders of the Common Shares);
and any registered holder of any Right Certificate (or, prior to the
Distribution Date, of the Common Shares), without the consent of the Rights
Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the holder of any Common Shares), may in his own behalf
and for his own benefit enforce, and may institute and maintain any suit, action
or proceeding against the Company to enforce, or otherwise act in respect of,
his right to exercise the Rights evidenced by such Right Certificate in the
manner provided in such Right Certificate and in this 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 this Agreement, and injunctive relief
against actual or threatened violations of the obligations of any Person subject
to this Agreement.

      16. AGREEMENT OF RIGHTS HOLDERS. Every holder of a Right by accepting the
same consents and agrees with the Company and the Rights Agent and with every
other holder of a Right that:


                                       32
<PAGE>   36


          (a) Prior to the Distribution Date, the Rights are transferable only
     in connection with the transfer of the Common Shares;

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

          (c) The Company and the Rights Agent may deem and treat the person in
     whose name the Right Certificate (or, prior to the Distribution Date, the
     associated Common Share certificate) is registered as the absolute owner
     thereof and of the Rights evidenced thereby (notwithstanding any notations
     of ownership or writing on the Right Certificate or the associated Common
     Share certificate made by anyone other than the Company or the Rights
     Agent) for all purposes whatsoever, and neither the Company nor the Rights
     Agent will be affected by any notice to the contrary;

          (d) Such holder expressly waives any right to receive any fractional
     Rights and any fractional securities upon exercise or exchange of a Right,
     except as otherwise provided in Section 14.

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

      17. RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER. No holder, as such,
of any Right Certificate will be entitled to vote, receive dividends, or be
deemed for any purpose the holder of Preferred Shares or any other securities of
the Company which may at any time be issuable upon the exercise of the Rights
represented thereby, nor will 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


                                       33
<PAGE>   37


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 25), 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 of this Agreement or exchanged pursuant to the provisions of
Section 24.

      18. CONCERNING THE RIGHTS AGENT. (a) The Company will 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 will also indemnify the Rights Agent for, and hold it
harmless against, any loss, liability, suit, action, proceeding 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 costs and expenses of defending against any claim of liability arising
therefrom, directly or indirectly.

      (b) The Rights Agent will be protected and will incur no liability for
or in respect of any action taken, suffered, or omitted by it in connection with
its administration of this Agreement in reliance upon any Right Certificate or
certificate evidencing Preferred Shares or Common Shares or 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.

      19. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT. (a) Any
corporation into which the Rights Agent or any successor Rights Agent may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which the Rights Agent or any successor Rights
Agent is a party, or any corporation succeeding to the corporate trust business
of the Rights Agent or any successor Rights Agent, will 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. If at the time


                                       34
<PAGE>   38


such successor Rights Agent succeeds to the agency created by this Agreement any
of the Right Certificates shall have been countersigned but not delivered, any
such successor Rights Agent may adopt the countersignature of the predecessor
Rights Agent and deliver such Right Certificates so countersigned; and if at
that time any of the Right Certificates shall not have been countersigned, any
successor Rights Agent may countersign such Right Certificates either in the
name of the predecessor Rights Agent or in the name of the successor Rights
Agent; and in all such cases such Right Certificates will have the full force
provided in the Right Certificates and in this Agreement.

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

      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, will 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 will 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 deems 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 any one of the Chairman
     of the Board, the President, any Vice President, the Secretary or the
     Treasurer of the Company and delivered to the Rights Agent, and such
     certificate will be full authorization to the Rights Agent for any action
     taken or suffered in good faith


                                       35
<PAGE>   39


     by it under the provisions of this Agreement in reliance upon such
     certificate.

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

          (d) The Rights Agent will 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 will be deemed to
     have been made by the Company only.

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

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

          (g) The Rights Agent is hereby authorized and directed to accept
     instructions with respect to the performance of its duties hereunder from
     any one of the Chairman of the Board, the President, any Vice President,
     the Secretary or the Treasurer of the Company, and to apply to such
     officers


                                       36
<PAGE>   40


     for advice or instructions in connection with its duties, and it will not
     be liable for any action taken or suffered to be taken by it in good faith
     in accordance with instructions of any such officer.

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

          (i) The Rights Agent may execute and exercise any of the rights or
     powers hereby vested in it or perform any duty hereunder either itself or
     by or through its attorneys or agents, and the Rights Agent will 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. The Rights
     Agent will not be under any duty or responsibility to ensure compliance
     with any applicable federal or state securities laws in connection with the
     issuance, transfer or exchange of Right Certificates.

          (j) If, with respect to any Right Certificate surrendered to the
     Rights Agent for exercise, transfer, split up, combination or exchange,
     either (i) the certificate attached to the form of assignment or form of
     election to purchase, as the case may be, has either not been completed or
     indicates an affirmative response to clause l or 2 thereof, or (ii) any
     other actual or suspected irregularity exists, the Rights Agent will not
     take any further action with respect to such requested exercise, transfer,
     split up, combination or exchange without first consulting with the
     Company, and will thereafter take further action with respect thereto only
     in accordance with the Company's written instructions.

      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 30
calendar days' notice in writing mailed to the Company and to each transfer
agent of the Preferred Shares or the Common Shares by registered or certified
mail, and to the holders of the Right Certificates by first class


                                       37
<PAGE>   41

mail. The Company may remove the Rights Agent or any successor Rights Agent upon
30 calendar 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 Preferred
Shares and the Common Shares by registered or certified mail, and to the holders
of the Right Certificates by first class mail. If the Rights Agent resigns or is
removed or otherwise becomes incapable of acting, the Company will appoint a
successor to the Rights Agent. If the Company fails to make such appointment
within a period of 30 calendar days after giving notice of such removal or after
it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a Right Certificate
(who will, with such notice, submit his Right Certificate for inspection by the
Company), then the registered holder of any Right Certificate may apply to any
court of competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a court,
will be a corporation or other legal entity organized and doing business under
the laws of the United States or of the State of New York (or of any other state
of the United States so long as such corporation is authorized to do business as
a banking institution in the State of New York), in good standing, having a
principal office in the State of New York, which is authorized under such laws
to exercise corporate trust or stock transfer powers and is subject to
supervision or examination by federal or state authority and which has at the
time of its appointment as Rights Agent a combined capital and surplus of at
least $50 million. After appointment, the successor Rights Agent will 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 will 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 will file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of
the Preferred Shares or the Common Shares, 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, will 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.

      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


                                       38
<PAGE>   42

its Board of Directors to reflect any adjustment or change in the Purchase Price
per share and the number or kind of securities issuable upon exercise of the
Rights made in accordance with the provisions of this Agreement. In addition, in
connection with the issuance or sale by the Company of Common Shares following
the Distribution Date and prior to the Expiration Date, the Company (a) will,
with respect to Common Shares so issued or sold pursuant to the exercise,
exchange or conversion of securities (other than Rights) issued prior to the
Distribution Date which are exercisable or exchangeable for, or convertible into
Common Shares, and (b) may, in any other case, if deemed necessary, appropriate
or desirable by the Board of Directors of the Company, issue Right Certificates
representing an equivalent number of Rights as would have been issued in respect
of such Common Shares if they had been issued or sold prior to the Distribution
Date, as appropriately adjusted as provided herein as if they had been so issued
or sold; PROVIDED, HOWEVER, that (i) no such Right Certificate will be issued
if, and to the extent that, in its good faith judgment the Board of Directors of
the Company determines that the issuance of such Right Certificate could have a
material adverse tax consequence to the Company or to the Person to whom or
which such Right Certificate otherwise would be issued and (ii) no such Right
Certificate will be issued if, and to the extent that, appropriate adjustment
otherwise has been made in lieu of the issuance thereof.

      23. REDEMPTION. (a) Prior to the Expiration Date, the Board of Directors
of the Company may, at its option, redeem all but not less than all of the
then-outstanding Rights at the Redemption Price at any time prior to the Close
of Business on the later of (i) the Distribution Date and (ii) Share Acquisition
Date. Any such redemption will be effective immediately upon the action of the
Board of Directors of the Company ordering the same, unless such action of the
Board of Directors of the Company expressly provides that such redemption will
be effective at a subsequent time or upon the occurrence or nonoccurrence of one
or more specified events (in which case such redemption will be effective in
accordance with the provisions of such action of the Board of Directors of the
Company).

      (b) Immediately upon the effectiveness of the redemption of the Rights as
provided in Section 23(a), and without any further action and without any
notice, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights will be to receive the Redemption Price,
without interest thereon. Promptly after the effectiveness of the redemption of
the Rights as provided in Section 23(a), the Company will publicly announce
such redemption and, within 10 calendar days thereafter, will give notice of
such redemption to the holders of


                                       39
<PAGE>   43

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 Company; PROVIDED,
HOWEVER, that the failure to give, or any defect in, any such notice will not
affect the validity of the redemption of the Rights. Any notice that is mailed
in the manner herein provided will be deemed given, whether or not the holder
receives the notice. The notice of redemption mailed to the holders of Rights
will state the method by which the payment of the Redemption Price will be made.
The Company may, at its option, pay the Redemption Price in cash, Common Shares
(based upon the current per share market price of the Common Shares (determined
pursuant to Section 11(d)) at the time of redemption), or any other form of
consideration deemed appropriate by the Board of Directors of the Company (based
upon the fair market value of such other consideration, determined by the Board
of Directors of the Company in good faith) or any combination thereof. The
Company may, at its option, combine the payment of the Redemption Price with any
other payment being made concurrently to holders of Common Shares and, to the
extent that any such other payment is discretionary, may reduce the amount
thereof on account of the concurrent payment of the Redemption Price. If legal
or contractual restrictions prevent the Company from paying the Redemption Price
(in the form of consideration deemed appropriate by the Board of Directors) at
the time of redemption, the Company will pay the Redemption Price, without
interest, promptly after such time as the Company ceases to be so prevented from
paying the Redemption Price.

      24. EXCHANGE. (a) The Board of Directors of the Company may, at its
option, at any time after the later of the Share Acquisition Date and the
Distribution Date, exchange all or part of the then-outstanding and exercisable
Rights (which will not include Rights that have become void pursuant to the
provisions of Section 11(a)(ii)) for Common Shares at an exchange ratio of one
Common Share per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the Record Date (such exchange
ratio being hereinafter referred to as the "Exchange Ratio"). Any such exchange
will be effective immediately upon the action of the Board of Directors of the
Company ordering the same, unless such action of the Board of Directors of the
Company expressly provides that such exchange will be effective at a subsequent
time or upon the occurrence or nonoccurrence of one or more specified events (in
which case such exchange will be effective in accordance with the provisions of
such action of the Board of Directors of the Company).  Notwithstanding the
foregoing, the Board of Directors of the Company will not be empowered to effect
such exchange at any time after any Person (other than the Company or any
Related Person), who or which, together with all Affiliates and Associates of
such


                                       40
<PAGE>   44


Person, becomes the Beneficial Owner of 50% or more of the then-outstanding
Common Shares.

      (b) Immediately upon the effectiveness of the exchange of any Rights as
provided in Section 24(a), and without any further action and without any
notice, the right to exercise such Rights will terminate and the only right with
respect to such Rights thereafter of the holder of such Rights will be to
receive that number of Common Shares equal to the number of such Rights held by
such holder multiplied by the Exchange Ratio. Promptly after the effectiveness
of the exchange of any Rights as provided in Section 24(a), the Company will
publicly announce such exchange and, within 10 calendar days thereafter, will
give notice of 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; PROVIDED,
HOWEVER, that the failure to give, or any defect in, such notice will not affect
the validity of such exchange. Any notice that is mailed in the manner herein
provided will be deemed given, whether or not the holder receives the notice.
Each such notice of exchange will state the method by which the exchange of the
Common Shares for Rights will be effected and, in the event of any partial
exchange, the number of Rights which will be exchanged. Any partial exchange
will be effected pro rata based on the number of Rights (other than Rights which
have become void pursuant to the provisions of Section 11(a)(ii)) held by each
holder of Rights.

      (c) In any exchange pursuant to this Section 24, the Company, at its
option, may substitute for any Common Share exchangeable for a Right (i)
equivalent common shares (as such term is used in Section 11(a)(iii)), (ii)
cash, (iii) debt securities of the Company, (iv) other assets, or (v) any
combination of the foregoing, in any event having an aggregate value, as
determined in good faith by the Board of Directors of the Company (whose
determination will be described in a statement filed with the Rights Agent),
equal to the current market value of one Common Share (determined pursuant to
Section 11(d)) on the Trading Day immediately preceding the date of the
effectiveness of the exchange pursuant to this Section 24.

      25. NOTICE OF CERTAIN EVENTS. (a) If, after the Distribution Date, the
Company proposes (i) to pay any dividend payable in stock of any class to the
holders of Preferred Shares or to make any other distribution to the holders of
Preferred Shares (other than a regular periodic cash dividend), (ii) to offer
to the holders of Preferred Shares rights, options or warrants to subscribe for
or to purchase any additional Preferred Shares or shares of stock of any class
or any other securities, rights or options, (iii) to effect any reclassification
of its


                                       41
<PAGE>   45


Preferred Shares (other than a reclassification involving only the subdivision
of outstanding Preferred Shares), (iv) to effect any consolidation or merger
into or with, 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 assets or earning power (including, without limitation,
securities creating any obligation on the part of the Company and/or any of its
Subsidiaries) representing more than 50% of the assets and earning power of the
Company and its Subsidiaries, taken as a whole, to any other Person or Persons
other than the Company or one or more of its wholly owned Subsidiaries, (v) to
effect the liquidation, dissolution or winding up of the Company, or (vi) to
declare or pay any dividend on the Common Shares payable in Common Shares or to
effect a subdivision, combination or reclassification of the Common Shares then,
in each such case, the Company will give to each holder of a Right Certificate,
to the extent feasible and in accordance with Section 26, a notice of such
proposed action, which specifies the record date for the purposes of such stock
dividend, distribution or offering of rights, options or warrants, or the date
on which such reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution or winding up is to take place and the date of
participation therein by the holders of the Common Shares and/or Preferred
Shares, if any such date is to be fixed, and such notice will be so given, in
the case of any action covered by clause (i) or (ii) above, at least 10 calendar
days prior to the record date for determining holders of the Preferred Shares
for purposes of such action, and, in the case of any such other action, at least
10 calendar days prior to the date of the taking of such proposed action or the
date of participation therein by the holders of the Common Shares and/or
Preferred Shares, whichever is the earlier.

      (b) In case any Triggering Event occurs, then, in any such case, the
Company will as soon as practicable thereafter give to the Rights Agent and each
holder of a Right Certificate, in accordance with Section 26, a notice of the
occurrence of such event, which specifies the event and the consequences of the
event to holders of Rights.

      26. NOTICES. (a) Notices or demands authorized by this Agreement to be
given or made by the Rights Agent or by the holder of any Right Certificate to
or on the Company will 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:


                                       42
<PAGE>   46



                        Cole National Corporation
                        5915 Landerbrook Drive
                        Cleveland, Ohio  44124
                        Attention: General Counsel

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

                        National City Bank
                        1900 East Ninth Street
                        Cleveland, Ohio  44114
                        Attention: Corporate Trust Administration

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

      27. SUPPLEMENTS AND AMENDMENTS. Prior to the time at which the Rights
cease to be redeemable pursuant to Section 23, and subject to the last sentence
of this Section 27, the Company may in its sole and absolute discretion, and the
Rights Agent will if the Company so directs, supplement or amend any provision
of this Agreement in any respect without the approval of any holders of Rights
or Common Shares. From and after the time at which the Rights cease to be
redeemable pursuant to Section 23, and subject to the last sentence of this
Section 27, the Company may, and the Rights Agent will if the Company so
directs, supplement or amend this Agreement without the approval of any holders
of Rights or Common Shares in order (i) to cure any ambiguity, (ii) to correct
or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, (iii) to shorten or lengthen any
time period hereunder, or (iv) to supplement or amend the provisions hereunder
in any manner which the Company may deem desirable; provided that no such
supplement or amendment shall adversely affect the interests of the holders of
Rights as such (other than an Acquiring Person or an Affiliate or Associate of
an Acquiring Person), and no such supplement or amendment shall cause the
Rights again to become redeemable or cause this Agreement again to become
supplementable or amendable otherwise than in accordance with the provisions of
this sentence. Without limiting the generality or effect of the


                                       43
<PAGE>   47


foregoing, this Agreement may be supplemented or amended to provide for such
voting powers for the Rights and such procedures for the exercise thereof, if
any, as the Board of Directors of the Company may determine to be appropriate.
Upon the delivery of a certificate from an officer of the Company which states
that the proposed supplement or amendment is in compliance with the terms of
this Section 27, the Rights Agent will execute such supplement or amendment;
PROVIDED, HOWEVER, that the failure or refusal of the Rights Agent to execute
such supplement or amendment will not affect the validity of any supplement or
amendment adopted by the Board of Directors of the Company, any of which will be
effective in accordance with the terms thereof. Notwithstanding anything in this
Agreement to the contrary, no supplement or amendment may be made which
decreases the stated Redemption Price to an amount less than $.01 per Right.

      28. SUCCESSORS; CERTAIN COVENANTS. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Rights Agent will be
binding on and inure to the benefit of their respective successors and assigns
hereunder.

      29. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement will be
construed to give to any Person other than the Company, the Rights Agent, and
the registered holders of the Right Certificates (and, prior to the Distribution
Date, the Common Shares) any legal or equitable right, remedy or claim under
this Agreement. This Agreement will be for the sole and exclusive benefit of the
Company, the Rights Agent, and the registered holders of the Right Certificates
(or prior to the Distribution Date, the Common Shares).

      30. GOVERNING LAW. This Agreement, each Right and each Right Certificate
issued hereunder will be deemed to be a contract made under the internal
substantive laws of the State of Delaware and for all purposes will be governed
by and construed in accordance with the internal substantive laws of such State
applicable to contracts to be made and performed entirely within such State.

      31. 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 will remain in full force and
effect and will in no way be affected, impaired or invalidated; PROVIDED,
HOWEVER, that nothing contained in this Section 31 will affect the ability of
the Company under the provisions of Section 27 to supplement or amend this
Agreement to replace such invalid void or unenforceable term, provision,
covenant or


                                       44
<PAGE>   48


restriction with a legal, valid and enforceable term, provision, covenant or
restriction.

      32. DESCRIPTIVE HEADINGS, ETC. Descriptive headings of the several
Sections of this Agreement are inserted for convenience only and will not
control or affect the meaning or construction of any of the provisions hereof.
Unless otherwise expressly provided, references herein to Articles, Sections and
Exhibits are to Articles, Sections and Exhibits of or to this Agreement.

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

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


                                       45
<PAGE>   49


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


                                       COLE NATIONAL CORPORATION


                                    By: /s/ Joseph Gaglioti
                                       ----------------------------------
                                       Name:  Joseph Gaglioti
                                       Title: Vice President & Treasurer



                                        NATIONAL CITY BANK


                                    By:  /s/ David B. Davis
                                       ----------------------------------
                                       Name:  DAVID B. DAVIS
                                       Title: Vice President

<PAGE>   50



                                                                       EXHIBIT A
                                                                       ---------

                                     FORM OF

                         CERTIFICATE OF DESIGNATION OF
                 SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       OF

                           COLE NATIONAL CORPORATION


      Cole National Corporation, a corporation organized and existing under the
General Corporation Law of the State of Delaware (hereinafter called the
"Corporation"), hereby certifies that the following resolution was adopted by
the Board of Directors of the Corporation as required by Section 151 of the
General Corporation Law, effective as of ______________, 1999:

      RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation by the Certificate of Incorporation of the Corporation and
pursuant to the provisions of Section 151 of the General Corporation Law of the
State of Delaware, the Board of Directors hereby amends and restates the terms
of the Series A Junior Participating Preferred Stock, without par value, as
follows:

      Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be 400,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; PROVIDED, that no decrease shall reduce
the number of shares of Series A Preferred Stock to a number of shares reserved
for issuance upon the exercise of outstanding options, rights or warrants or
upon the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.

      Section 2. DIVIDENDS AND DISTRIBUTIONS. (a) Subject to the rights of the
holders of any shares of any series of Preferred Stock (or any similar stock)
ranking prior and superior to the Series A Preferred Stock with respect to
dividends, the holders of shares of Series A Preferred Stock, in preference to
the holders of Common Stock, par value $.001 per share (the "Common Stock"), of
the Corporation, and of any other junior stock, shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the first day
of March, June, September and December in each year (each such date being
referred to herein as a "Quarterly Dividend


<PAGE>   51


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, in an amount per share (rounded to the nearest cent) equal to the greater
of (i) $1.00 or (ii) subject to the provision for adjustment hereinafter set
forth, 100 times the aggregate per share amount of all cash dividends, and 100
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions, other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by reclassification
or otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Series A Preferred Stock. In the event the Corporation shall at any time (A)
declare or pay any dividend on the outstanding shares of Common Stock payable in
shares of Common Stock or (B) effect a subdivision, combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of dividends in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then, in each such case, the amount to which
holders of shares of Series A Preferred Stock would otherwise be entitled
immediately prior to much event under clause (ii) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

      (b) The Corporation shall declare a dividend or distribution on the Series
A Preferred Stock as provided in paragraph (a) of this Section 2 immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); PROVIDED that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

      (c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless (i) the date of issue of such
shares is prior to the record data for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of the first issuance of a share of Series A


                                      A-2
<PAGE>   52


Preferred Stock, or (ii) the date of issue is a Quarterly Dividend Payment Date
or is a date after the record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive a quarterly dividend and before
such Quarterly Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on
the shares of Series A Preferred Stock in an amount less than the total amount
of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 60 calendar days prior to the date fixed for the payment thereof.

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

      (a) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Preferred Stock shall entitle the holder thereof to 100 votes
an all matters submitted to a vote of the stockholders of the Corporation. In
the event the Corporation shall at any time (i) declare or pay any dividend on
the outstanding shares of Common Stock payable in shares of Common Stock or (ii)
effect a subdivision, combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by payment of dividends in
shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then, in each such case, the number of votes per share to which holders
of shares of Series A Preferred Stock would otherwise be entitled immediately
prior to such event shall be adjusted by multiplying such number by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and this 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 any other Certificate of
Designations creating a series of Preferred Stock or any similar stock, or by
law, the holders of shares of Series A Preferred Stock and the holders of shares
of Common Stock and any other capital stock of the Corporation having general
voting rights shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.


                                      A-3
<PAGE>   53


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

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

          (i) declare or pay dividends, or make any other distributions, on 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, or make any other distributions, on any
     shares of stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series A Preferred Stock,
     except dividends 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;

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

          (iv) redeem or purchase or otherwise acquire for consideration any
     shares of Series A Preferred stock, or any shares of stock ranking an a
     parity with the Series A Preferred Stock, except in accordance with a
     purchase offer made in writing or by publication (as determined by the
     Board of Directors) to all holders of such shares upon such terms as the
     Board of Directors,


                                      A-4
<PAGE>   54

     after consideration of the respective annual dividend rates and other
     relative rights and preferences of the respective series and classes, shall
     determine in good faith will result in fair and equitable treatment among
     the respective series or classes.

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

      Section 5. REACQUIRED SHARES. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Certificate of Incorporation, or in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock or as otherwise
required by law.

      Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (a)
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,
prior thereto, the holders of shares of Series A Preferred Stock shall have
received $100 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment;
PROVIDED, HOWEVER, that the holders of shares of Series A Preferred Stock shall
be entitled to receive an aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to 100 times the aggregate amount to
be distributed per share to holders of shares of Common Stock, or (b) to the
holders of shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except distributions made ratably on the Series A Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up. In the
event the Corporation shall at any time (i) declare or pay any dividend on the
outstanding shares of Common Stock payable in shares of Common Stock or (ii)
effect a subdivision, combination or consolidation of the shares of Common


                                      A-5
<PAGE>   55


Stock (by reclassification or otherwise than by payment of dividends in shares
of Common Stock) into a greater or lesser number of shares of Common Stock,
then, in each such case, the aggregate amount to which each holder of shares of
Series A Preferred Stock would otherwise be entitled immediately prior to such
event under the proviso in clause (a) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

      Section 7. CONSOLIDATION, MERGER, ETC. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then, in each such case, each share
of Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time (a) declare or pay any dividend
on the outstanding shares of Common Stock payable in shares of Common Stock or
(b) effect a subdivision, combination or consolidation of the outstanding shares
of Common Stock (by reclassification or otherwise than by payment of dividends
in shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then, in each such case, the amount set forth in the preceding sentence
with respect to the exchange or change of shares of Series A Preferred Stock
shall be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

      Section 8. REDEMPTION. The shares of Series A Preferred Stock shall not be
redeemable.

      Section 9. RANK. The Series A Preferred Stock shall rank, with respect to
the payment of dividends and the distribution of assets, junior to all series of
any other class of the Corporation's Preferred Stock.

      Section 10. AMENDMENT. The Certificate of Incorporation of the Corporation
shall not be amended in any manner which would materially alter or change the
powers,


                                      A-6
<PAGE>   56

preferences or special rights of the Series A Preferred Stock so an to affect
them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single series.

      IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf
of the Corporation by its Chairman and attested to by its Secretary this _____
day of ____________, 1999.


                                       COLE NATIONAL CORPORATION



                                       By:
                                          ---------------------------------


ATTEST:


--------------------------
Leslie D. Dunn, Secretary






                                      A-7
<PAGE>   57


                                                                       EXHIBIT B
                                                                       ---------



                            FORM OF RIGHT CERTIFICATE


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


     NOT EXERCISABLE AFTER DECEMBER 6, 2009 (SUBJECT TO POSSIBLE EXTENSION AT
     THE OPTION OF THE COMPANY) OR EARLIER IF REDEEMED, EXCHANGED OR AMENDED.
     THE RIGHTS ARE SUBJECT TO REDEMPTION, EXCHANGE AND AMENDMENT AT THE OPTION
     OF THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER
     CERTAIN CIRCUMSTANCES SPECIFIED IN THE RIGHTS AGREEMENT, RIGHTS THAT ARE OR
     WERE BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR AN
     ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
     AGREEMENT) OR A TRANSFEREE THEREOF MAY BECOME NULL AND VOID.


                                Right Certificate

                            COLE NATIONAL CORPORATION



      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 November 22, 1999 (the "Rights Agreement"),
between Cole National Corporation, a Delaware corporation (the "Company"), and
National City Bank (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. (Eastern time) on the Expiration Date (as such
term is defined in the Rights Agreement) at the principal office or offices of
the Rights Agent designated for such purpose, one one-hundredth of a fully paid
nonassessable share of Series A Junior Participating Preferred Stock, without
par value (the "Preferred Shares"), of the Company, at a purchase price of
$40.00 per one one-hundredth of a Preferred Share (the "Purchase Price"), upon
presentation and surrender of this Right Certificate with the Form of Election
to Purchase and related Certificate duly executed. If this Right Certificate is
exercised in part, the holder will be entitled to receive upon surrender hereof
another Right Certificate or Right Certificates for the number of whole Rights
not exercised. The number of Rights evidenced by this Right Certificate (and the



<PAGE>   58



number of one one-hundredths of a Preferred Share which may be purchased upon
exercise thereof) set forth above, and the Purchase Price set forth above, are
the number and Purchase Price as of the date of the Rights Agreement, based on
the Preferred Shares as constituted at such date.

      As provided in the Rights Agreement, the Purchase Price and/or the number
and/or kind of securities issuable upon the exercise of the Rights evidenced by
this Right Certificate are subject to adjustment upon the occurrence of certain
events.

      This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities of the Rights Agent,
the Company and the holders of the Right Certificates, which limitations of
rights include the temporary suspension of the exercisability of the Rights
under the circumstances specified in the Rights Agreement. Copies of the Rights
Agreement are on file at the above-mentioned office of the Rights Agent and can
be obtained from the Company without charge upon written request therefor. Terms
used herein with initial capital letters and hot defined herein are used herein
with the meanings ascribed thereto in the Rights Agreement.

      Pursuant to the Rights Agreement, from and after the occurrence of a
Flip-in Event, any Rights that are Beneficially Owned by (i) any Acquiring
Person (or any Affiliate or Associate of any Acquiring Person), (ii) a
transferee of any Acquiring Person (or any such Affiliate or Associate) who
becomes a transferee after the occurrence of a Flip-in Event, or (iii) a
transferee of any Acquiring Person (or any such Affiliate or Associate) who
became a transferee prior to or concurrently with the Flip-in Event pursuant to
either (a) a transfer from an Acquiring Person 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 (b) a transfer
which the Board of Directors of the Company has determined is part of a plan,
arrangement or understanding which has the purpose or effect of avoiding certain
provisions of the Rights Agreement, and subsequent transferees of any of such
Persons, will be void without any further action and any holder of such Rights
will thereafter have no rights whatsoever with respect to such Rights under any
provision of the Rights Agreement. From and after the occurrence of a Flip-in
Event, no Right Certificate will be issued that represents Rights that are or
have become void pursuant to the provisions of the Rights Agreement, and any


                                      B-2
<PAGE>   59


Right Certificate delivered to the Rights Agent that represents Rights that are
or have become void pursuant to the provisions of the Rights Agreement will be
canceled.

      This Right Certificate, with or without other Right Certificates, may be
transferred, split up, combined or exchanged for another Right Certificate or
Right Certificates entitling the holder to purchase a like number of one
one-hundredths of a Preferred Share (or other securities, as the case may be) as
the Right Certificate or Right Certificates surrendered entitled such holder (or
former holder in the case of a transfer) to purchase, upon presentation and
surrender hereof at the principal office of the Rights Agent designated for such
purpose, with the Form of Assignment (if appropriate) and the related
Certificate duly executed.

      Subject to the provisions of the Rights Agreement, the Rights evidenced by
this Certificate may be redeemed by the Company at its option at a redemption
price of $.01 per Right or may be exchanged in whole or in part. The Rights
Agreement may be supplemented and amended by the Company, as provided therein.

      The Company is not required to issue fractions of Preferred Shares (other
than fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the option of the Company, be evidenced by depositary
receipts) or other securities issuable upon the exercise of any Right or Rights
evidenced hereby. In lieu of issuing such fractional Preferred Shares or other
securities, the Company may make a cash payment, as provided in the Rights
Agreement.

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


                                      B-3
<PAGE>   60


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

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

[SEAL]


ATTEST:                                COLE NATIONAL CORPORATION



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




Countersigned:

NATIONAL CITY BANK


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


                                      B-4



<PAGE>   61


                    Form of Reverse Side of Right Certificate



                               FORM OF ASSIGNMENT
                               ------------------

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



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

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

Dated:
      --------------, ---

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


Signature Guaranteed:


                                      B-5
<PAGE>   62



                                  CERTIFICATE
                                  -----------


      The undersigned hereby certifies by checking the appropriate boxes that:

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

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


Dated:
      --------------, ---

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



                                      B-6
<PAGE>   63





                          FORM OF ELECTION TO PURCHASE
                          ----------------------------


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



TO COLE NATIONAL CORPORATION:

      The undersigned hereby irrevocably elects to exercise __________ Rights
represented by this Right Certificate to purchase the one one-hundredths of a
Preferred Share or other securities issuable upon the exercise of such Rights
and requests that certificates for such securities be issued in the name of and
delivered to:

Please insert social security
or other identifying number:
                            ------------------------------------------------

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

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

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

Please insert social security
or other identifying number:
                            ------------------------------------------------

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

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


Dated:
      --------------, ---

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


Signature Guaranteed:




                                      B-7

<PAGE>   64



                                  CERTIFICATE
                                  -----------


      The undersigned hereby certifies by checking the appropriate boxes that:

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

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


Dated:
      --------------, ---

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



                                     NOTICE


      Signatures on the foregoing Form of Assignment and Form of Election to
Purchase and in the related Certificates 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.

      Signatures must be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in
an approved medallion signature program) pursuant to Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended.




                                      B-8

<PAGE>   65

                                                                       EXHIBIT C
                                                                       ---------



                 SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK


      The Board of Directors (the "Board") of Cole National Corporation (the
"Company") has declared a dividend distribution of one right (a "Right") for
each outstanding share of Common Stock, par value $.001 per share (the "Common
Shares"), of the Company. The distribution is payable on December 6, 1999 (the
"Record Date") to the stockholders of record as of the close of business on the
Record Date. Each Right entitles the registered holder thereof to purchase from
the Company one one-hundredth of a share of Series A Junior Participating
Preferred Stock, without par value (the "Preferred Shares"), of the Company at a
price (the "Purchase Price") of $40.00 per one one-hundredth of a Preferred
Share, subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement, dated as of November 22, 1999 (the "Rights
Agreement"), between the Company and National City Bank, as Rights Agent (the
"Rights Agent").

      Under the Rights Agreement, the Rights will be evidenced by the
certificates evidencing Common Shares until the earlier (the "Distribution
Date") of: (i) the close of business on the tenth calendar day following the
first date (the "Share Acquisition Date") of public announcement (A) that a
person or group (other than (1) HAL Holding N.V. and its Affiliates and
Associates (each as defined in the Rights Agreement) ("HAL"), for so long as HAL
is in compliance with the terms of the Standstill Agreement, dated as of
November 22, 1999, between the Company and HAL or (2) the Company, a subsidiary
or employee benefit or stock ownership plan of the Company or any of its
affiliates or associates), together with its affiliates and associates, has
acquired beneficial ownership of 15% or more of the outstanding Common Shares or
(B) that HAL has acquired beneficial ownership of a number of Common Shares in
excess of the HAL Percentage (as defined below) (any such person or group being
hereinafter called an "Acquiring Person") or (ii) the close of business on the
tenth business day (or such later date as may be specified by the Board)
following the commencement of a tender offer or exchange offer by a person
(other than the Company, a subsidiary or employee benefit or stock ownership
plan of the Company or any of its affiliates or associates), the consummation of
which would result in beneficial ownership by such person of 15% or more of the
outstanding Common Shares. "HAL Percentage" means 25% to and including November
___, 2000, at which time the HAL Percentage snall be reduced to (i) 15%, if HAL
is not the beneficial owner of 15% or more of the Common Shares of the Company
outstanding at



<PAGE>   66


the close of business on November __, 2000 or (ii) if HAL is the beneficial
owner of 15% or more of the Common Shares of the Company outstanding at the
close of business on November ___, 2000, the percentage so beneficially owned by
HAL (rounded to the nearest percent), which shall not exceed 25%.

      The Rights Agreement provides that, until the Distribution Date, the
Rights may be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
any certificate evidencing Common Shares of the Company issued upon transfer or
new issuance of the Common Shares will contain a notation 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 certificates evidencing Common Shares will also constitute the transfer
of the Rights associated with such certificates. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of Common Shares as
of the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights. No Right is exercisable at any time
prior to the Distribution Date. The Rights will expire on the tenth anniversary
of the Record Date (the "Final Expiration Date") unless earlier redeemed,
exchanged or amended by the Company as described below. Until a Right is
exercised, the holder thereof, as such, will have no rights as a stockholder of
the Company, including the right to vote or to receive dividends.

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



                                      C-2
<PAGE>   67


Common Shares occurring, in any such case, prior to the Distribution Date.

      The Preferred Shares issuable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled, in connection with the
declaration of a dividend on the Common Shares, to a preferential dividend
payment equal to the greater of (i) $1.00 per share and (ii) an amount equal to
100 times the related dividend declared per Common Share. Subject to customary
anti-dilution provisions, in the event of liquidation, the holders of Preferred
Shares will be entitled to a preferential liquidation payment equal to the
greater of (a) $100 per share and (b) an amount equal to 100 times the
liquidation payment made per Common Share. Because of the nature of the
Preferred Shares' dividend, voting and liquidation rights, the value of the one
one-hundredth interest in a Preferred Share purchasable upon exercise of a Right
should approximate the value of one Common Share.

      Rights will be exercisable to purchase Preferred Shares only after the
Distribution Date occurs and prior to the occurrence of a Flip-in Event as
described below. A Distribution Date resulting from the commencement of a tender
offer or exchange offer described in clause (ii) of the second paragraph of this
summary could precede the occurrence of a Flip-in Event and thus result in the
Rights being exercisable to purchase Preferred Shares. A Distribution Date
resulting from any occurrence described in clause (i) of the second paragraph
of this summary would necessarily follow the occurrence of a Flip-in Event and
thus result in the Rights being exercisable to purchase Common Shares or other
securities as described below.

      Under the Rights Agreement, in the event (a "Flip-in Event") that (i) any
person or group, together with its affiliates and associates, becomes an
Acquiring Person, (ii) any Acquiring Person or any affiliate or associate
thereof merges into or combines with the Company and the Company is the
surviving corporation, (iii) any Acquiring Person or any affiliate or associate
thereof effects certain other transactions with the Company, or (iv) during such
time as there is an Acquiring Person the Company effects certain transactions,
in each case as described in the Rights Agreement, then, in each such case,
proper provision will be made so that from and after the latest of the Share
Acquisition Date, the Distribution Date and the date of the occurrence of such
Flip-in Event each holder of a Right, other than Rights that are or were owned
beneficially by an Acquiring Person (which, from and after the date of a Flip-in
Event, will be void), will have the right to receive, upon exercise thereof at
the then-current exercise price of the Right,



                                      C-3

<PAGE>   68


that number of Common Shares (or, under certain circumstances, an economically
equivalent security or securities of the Company) that at the time of such
Flip-in Event have a market value of two times the exercise price of the Right.

      In the event (a "Flip-over Event") that, at any time after a person has
become an Acquiring Person, (i) the Company merges with or into any person and
the Company is not the surviving corporation, (ii) any person merges with or
into the Company and the Company is the surviving corporation, but all or part
of the Common Shares are changed or exchanged for stock or other securities of
any other person or cash or any other property, or (iii) 50% or more of the
Company's assets or earning power, including securities creating obligations of
the Company, are sold, in each case as described in the Rights Agreement, then,
and in each such case, proper provision will be made so that from and after the
latest of the Share Acquisition Date, the Distribution Date and the date of the
occurrence of such Flip-over Event, each holder of a Right, other than Rights
which have beoome void, will thereafter have the right to receive, upon the
exercise thereof at the then-current exercise price of the Right, that number of
shares of common stock (or, under certain circumstances, an economically
equivalent security or securities) of such other person that at the time of such
Flip-over Event nave a market value of two times the exercise price of the
Right.

      From and after the later of the Share Acquisition Date and the
Distribution Date, Rights (other than any Rights that have become void) will be
exercisable as described above, upon payment of the aggregate exercise price in
cash. In addition, at any time after the later of the Share Acquisition Date and
the Distribution Date and prior to the acquisition by any person or group of
affiliated or associated persons of 50% or more of the outstanding Common
Shares, the Company may exchange the Rights (other than any rights that have
become void), in whole or in part, at an exchange ratio of one Common Share per
Right (subject to adjustment).

      With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment in the Purchase
Price of at least 1%. The Company will not be required to issue fractional
Preferred Shares (other than fractions that are integral multiples of one
one-hundredth of a Preferred Share, which may, at the option of the Company, be
evidenced by depositary receipts) or fractional Common Shares or other
securities issuable upon the exercise of Rights. In lieu of issuing such
securities, the Company may make a cash payment, as provided in the Rights
Agreement.



                                      C-4
<PAGE>   69


      The Company may, at its option, redeem the Rights in whole, but not in
part, at a price of $.01 per Right, subject to adjustment (the "Redemption
Price"), at any time prior to the close of business on the later of the
Distribution Date and the Share Accuisition Date. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.

      The Rights Agreement may be amended by the Company without the approval of
any holders of Rights Certificates, including amendments that increase or
decrease the Purchase Price, that add other events requiring adjustment to the
Purchase Price payable and the number of the Preferred Shares or other
securities issuable upon the exercise of the Rights or that modify procedures
relating to the redemption of the Rights, except that no amendment may be made
that decreases the stated Redemption Price to an amount less than $.01 per
Right.

      The Board will have the exclusive power and authority to administer the
Rights Agreement and to exercise all rights and powers specifically granted to
the Board or to the Company therein, or as may be necessary or advisable in the
administration of the Rights Agreement, including without limitation the right
and power to interpret the provisions of the Rights Agreement and to make all
determinations deemed necessary or advisable for the administration of the
Rights Agreement (including any determination to redeem or not redeem the Rights
or to amend or not amend the Rights Agreement). All such actions, calculations,
interpretations and determinations (including any omission with respect to any
of the foregoing) which are done or made by the Board in good faith will be
final, conclusive and binding on the Company, the Rights Agent, the holders of
the Rights and all other parties and will not subject the Board to any liability
to any person, including without limitation the Rights Agent and the holders of
the Rights.

      A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to a Registration Statement on Form 8-A. A
copy of the Rights Agreement is available free of charge from the Company.

      This summary description of the Rights is as of the Record Date, does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is incorporated herein by this reference.



                                      C-5