<PAGE>

                                                                     Exhibit 4.1

                              AMENDED AND RESTATED


                          STOCKHOLDERS RIGHTS AGREEMENT




                    amended and restated as of April 13, 2000




                                     between




                                  PEAPOD, INC.


                                       and


                    FIRST CHICAGO TRUST COMPANY OF NEW YORK,
                             A DIVISION OF EQUISERVE


                                 as Rights Agent
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                                          Page
                                                                                          ----
<S>     <C>                                                                                 <C>
Section 1.    Certain Definitions............................................................2
Section 2.    Appointment of Rights Agent....................................................6
Section 3.    Issuance of Rights Certificates................................................7
Section 4.    Form of Rights Certificates....................................................9
Section 5.    Countersignature and Registration.............................................10
Section 6.    Transfer, Split Up, Combination and Exchange of Rights Certificates;
                Mutilated, Destroyed, Lost or Stolen Rights Certificates....................10
Section 7.    Exercise of Rights; Exercise Price; Expiration Date of Rights.................11
Section 8.    Cancellation and Destruction of Rights Certificates...........................13
Section 9.    Reservation and Availability of Preferred Shares..............................13
Section 10.  Record Date of Preferred Share Ownership.......................................15
Section 11.  Adjustment of Exercise Price, Number and Kind of Shares and Number of
                 Rights.....................................................................15
Section 12.  Certificate of Adjusted Exercise Price or Number of Shares.....................21
Section 13.  Consolidation, Merger or Sale or Transfer of Assets or Earning Power...........22
Section 14.  Fractional Rights and Fractional Shares........................................25
Section 15.  Rights of Action...............................................................25
Section 16.  Agreements of Holders of Rights................................................26
Section 17.  Rights Certificate Holder Not Deemed a Stockholder.............................26
Section 18.  Concerning the Rights Agent....................................................27
Section 19.  Merger or Consolidation of the Rights Agent....................................27
Section 20.  Duties of the Rights Agent.....................................................28
Section 21.  Resignation or Removal of the Rights Agent.....................................30
Section 22.  Issuance of New Rights Certificates............................................31
Section 23.  Redemption.....................................................................31
Section 24.  Exchange.......................................................................32
Section 25.  Notice to Holders of Rights Certificates of Certain Events.....................34
Section 26.  Other Notices..................................................................34
Section 27.  Supplements and Amendments.....................................................35
Section 28.  Successors.....................................................................36
Section 29.  Certain Determinations and Actions by the Board................................36
Section 30.  Benefits of this Agreement.....................................................36
Section 31.  Severability...................................................................36
Section 32.  Governing Law..................................................................37
Section 33.  Counterparts...................................................................37
Section 34.  Descriptive Headings...........................................................37
Exhibit A  -  Form of Certificate of Designations of Series A Junior Participating
               Preferred Stock  ...........................................................A-1
Exhibit B  -  Form of Rights Certificate.................................................. B-1
Exhibit C  -  Summary of Rights to Purchase Shares of Series A Junior Participating
              Preferred Stock..............................................................C-1
</TABLE>
                                       i
<PAGE>

                          STOCKHOLDERS RIGHTS AGREEMENT


               Amended and Restated Stockholders Rights Agreement dated as of
June 9, 1997 and amended and restated as of April 13, 2000 (this "Agreement")
between Peapod, Inc., a Delaware corporation (the "Company"), and First Chicago
Trust Company of New York, a division of Equiserve (the "Rights Agent").


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

               WHEREAS, the Company and the Rights Agent entered into a
Stockholders Rights Agreement, dated as of June 9, 1997, which, among other
things, governs the terms and conditions under which the Rights are exercisable
by the holders of Common Stock of the Company;

               WHEREAS, on May 29, 1997, the Board of Directors of the Company
authorized and declared a dividend of one preferred stock purchase right
(individually a "Right" and collectively the "Rights") for each share of Common
Stock (as hereinafter defined) of the Company outstanding at the Close of
Business on the effective date of the Company's initial public offering
registration statement, file no. 333-24341 (the "Record Date"), each Right
representing the right to purchase one one-hundredth of a Preferred Share (as
hereinafter defined) upon the terms and subject to the conditions herein after
set forth, and contemplates that one Right will be issued with respect to each
share of Common Stock which shall become outstanding after the Record Date and
prior to the earlier of the Redemption Date and the Final Expiration Date (as
such terms are hereinafter defined), including any shares of Common Stock issued
by reason of the exercise of any option, warrant, right (other than the Rights)
or conversion or exchange privilege contained in any option, warrant, right
(other than the Rights) or convertible or exchangeable security issued by the
Company prior to the Distribution Date, unless the Board (as hereinafter
defined) shall expressly provide to the contrary at the time of issuance of any
such option, warrant, right or convertible or exchangeable security;

               WHEREAS, the Company proposes to enter into a Purchase Agreement
(the "Purchase Agreement") with Koninklijke Ahold N.V. (the "Investor") pursuant
to which, among other things, the Investor will purchase shares of Series B
Convertible Preferred Stock, $.01 par value, of the Company ("Series B Preferred
Stock") and warrants to purchase Common Stock (as hereinafter defined) of the
Company;

               WHEREAS, the Board of Directors of the Company authorized and
declared a dividend on April 13, 2000 of Rights with respect to the Series B
Preferred Stock, and contemplates the issuance of a number of Rights equal to
the number of shares of Common Stock that such Series B Preferred Stock are
convertible into in accordance with the Certificate of Designation for the
Series B Preferred Stock (the "Series B Certificate of Designations") will be
issued with respect to each share of Series B Preferred Stock which shall become
outstanding on the first Closing Date (as defined in the Purchase Agreement) and
at any time thereafter and prior to the earlier of the Redemption Date and the
Final Expiration Date (as such terms are hereinafter defined), including any
shares of Series B Preferred Stock issued by reason of the
<PAGE>

exercise of any option, warrant, right (other than the Rights) or conversion or
exchange privilege contained in any option, warrant, right (other than the
Rights) or convertible or exchangeable security issued by the Company prior to
the Distribution Date, unless the Board (as hereinafter defined) shall expressly
provide to the contrary at the time of issuance of any such option, warrant,
right or convertible or exchangeable security.

               WHEREAS, the Company and the Rights Agent desire to amend and
restate the Agreement (i) to provide that the Investor shall not be deemed an
Acquiring Person in certain circumstances, (ii) to provide for the issuance of
Rights with respect to the Series B Preferred Stock and (ii) to make certain
other administrative changes.

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

               Section 1. Certain Definitions. For all purposes of this
Agreement, unless the context otherwise requires, the following terms shall have
the respective meanings set forth below:

               (a)    "Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 15% or more of the shares of Common Stock of the Company
then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of
the Company, (iii) any employee benefit plan or other compensation program or
arrangement of the Company or of any such Subsidiary, (iv) any Person holding
such shares of Common Stock for or pursuant to the terms of any such plan,
program or arrangement and each Affiliate and Associate thereof, and (v) Andrew
B. Parkinson and Thomas L. Parkinson, and each Affiliate and Associate thereof
(the Persons specified in clauses (i) through (v) being hereinafter collectively
called "Exempt Persons"). Notwithstanding the preceding sentence, no Person
shall become an "Acquiring Person" as the result of an acquisition by the
Company of shares of its Common Stock which, by reason of reducing the number of
its then outstanding shares of Common Stock, increases the percentage of its
then outstanding shares of Common Stock Beneficially Owned by such Person to 15%
or more; provided, however, that if such Person shall, after such purchase by
the Company, become the Beneficial Owner of any additional shares of Common
Stock of the Company, then such Person shall be deemed to be an "Acquiring
Person."

               Notwithstanding the foregoing, (A) on or prior to the Final
Closing (as defined in the Purchase Agreement) none of the Investor or any of
its Affiliates or Associates shall be deemed an Acquiring Person as a result of
the execution and delivery of the Purchase Agreement or any of the Documents (as
defined in the Purchase Agreement) or the consummation of the transactions
contemplated therein, including, without limitation the acquisition of (i)
shares of Series B Preferred Stock and Warrants (as defined in the Purchase
Agreement) issued and sold by the Company to the Investor under the Purchase
Agreement (the "Investor Securities"), (ii) any securities acquired by the
Investor pursuant to their exercise of preemptive rights pursuant to the Series
B Certificate of Designations, (iii) shares of Common Stock or any other
security received or receivable upon conversion or exercise of any Investor
Securities, (iv) any security received in exchange for or in replacement of any
Investor Securities, or (v) any security issued

                                       2
<PAGE>

or issuable with respect to any Investor Securities as a result of a change or
reclassification of Investor Securities, a stock split, stock dividend or
similar recapitalization of the Company or any capital reorganization of the
Company; provided, however, that (i) if the Investor would have been an
Acquiring Person but for the foregoing and the Investor becomes the Beneficial
Owner of any additional securities of the Company (other than as expressly
contemplated by the Purchase Agreement) and (B) after the Final Closing (as
defined in the Purchase Agreement) none of the Investor, any of its Affiliates
or Associates or any Permitted Transferee (as defined in the Purchase Agreement)
shall be deemed an Acquiring 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 shares of Common Stock so that
such Person would no longer be an "Acquiring Person," as defined pursuant to the
foregoing provisions of this paragraph (a), then such Person shall not be deemed
to be an "Acquiring Person" for any purpose of this Agreement.

               (b)    "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2, as in effect on the date of this
Agreement, under the Exchange Act; provided, however, that no director or
officer of the Company shall be deemed an Affiliate or Associate of any other
director or officer of the Company solely as a result of his or her being a
director or officer of the Company.

               (c)    "Beneficial Owner" (including the terms "Beneficially Own"
and "Beneficial Ownership"), when used with respect to any Person, shall be
deemed to include any securities which:

               (i) such Person or any of such Person's Affiliates or Associates
        beneficially owns, directly or indirectly (determined as provided in
        Rule 13d-3, as in effect on the date of this Agreement, under the
        Exchange Act);

              (ii) such Person or any of such Person's Affiliates or Associates,
        directly or indirectly, has:

                      (A) the right to acquire (whether such right is
               exercisable immediately or only after the passage of time or upon
               the satisfaction of any conditions, or both) pursuant to any
               written or oral agreement, arrangement or understanding (other
               than customary agreements with and among underwriters and selling
               group members with respect to a bona fide public offering of
               securities), upon the exercise of any options, warrants, rights
               (other than the Rights) or conversion or exchange privileges or
               otherwise; provided, however, that a Person shall not be deemed
               the Beneficial Owner of, or to Beneficially Own: (I) 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 (II) securities issuable upon exercise of
               the Rights at any time prior to the Distribution Date; or

                                       3
<PAGE>

                      (B) the right to vote pursuant to any written or oral
               agreement, arrangement or understanding; provided, however, that
               a Person shall not be deemed the Beneficial Owner of, or to
               Beneficially Own, any security otherwise subject to this item (B)
               if such agreement, arrangement or understanding to vote (I)
               arises solely from a revocable proxy or consent given to such
               Person or any of such Person's Affiliates or Associates in
               response to a public proxy or consent solicitation made pursuant
               to, and in accordance with, the applicable rules and regulations
               under the Exchange Act and (II) is not also then reportable by
               such Person on Schedule 13D (or any comparable or successor
               report then in effect) under the Exchange Act; or

                      (C) the right to dispose of pursuant to any written or
               oral agreement, arrangement or understanding (other than
               customary agreements with and among underwriters and selling
               group members with respect to a bona fide public offering of
               securities); or

            (iii) are beneficially owned, directly or indirectly, by any other
        Person with which such Person or any of such Person's Affiliates or
        Associates has any written or oral agreement, arrangement or
        understanding (other than customary agreements with and among
        underwriters and selling group members with respect to a bona fide
        public offering of securities) for the purpose of acquiring, holding,
        voting (except to the extent contemplated by the proviso to item (B) of
        subparagraph (ii) of the first paragraph of this definition) or
        disposing of any securities of the Company.

               Notwithstanding the first paragraph of this definition, no
director or officer of the Company shall be deemed to be the "Beneficial Owner"
of, or to "Beneficially Own," shares of Common Stock or other securities of the
Company beneficially owned by any other director or officer of the Company
solely as a result of his or her being a director or officer of the Company.

               (d)    "Board" shall mean the Board of Directors of the Company.

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

               (f)    "Certificate of Designations" shall mean the Certificate
of Designations for the Preferred Shares previously filed with the Secretary of
State of the State of Delaware on June 4, 1997, in substantially the form
attached hereto as Exhibit A.

               (g)    "Close of Business" on any given date shall mean 5:00
P.M., Chicago time, on such date or, if such date is not a Business Day, then
5:00 P.M., Chicago time, on the next succeeding Business Day.

               (h)    "Common Stock," when used with reference to the Company,
shall mean the Common Stock, $.01 par value, of the Company. "Common Stock,"
when used with reference to any Person other than the Company, shall mean the
capital stock with the greatest

                                       4
<PAGE>

voting power (or the other equity securities or equity interests having the
power to control or direct management) of such Person or, if such Person is a
Subsidiary of another Person, of the Person which ultimately controls such
first-mentioned Person and which has issued and outstanding such capital stock,
equity securities or equity interests.

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

               (j)    "Equivalent Preferred Shares" shall have the meaning set
forth in Section 11(b).

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

               (l)    "Exchange Rate" shall have the meaning set forth in
Section 24(a).

               (m)    "Exempt Persons" shall have the meaning set forth in the
definition of "Acquiring Person."

               (n)    "Exercise Price" shall have the meaning set forth in
Section 7(b).

               (o)    "Fair Market Value" shall have the meaning and be
determined as set forth in Section 11(d).

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

               (q)    "Interested Stockholder" shall mean any Restricted Person
or any Affiliate or Associate of any other Person in which such Restricted
Person has an interest, or any Person acting, directly or indirectly, on behalf
of or in concert with any such Restricted Person.

               (r)    "Person" shall mean any individual, firm, corporation,
partnership or other entity, and shall include any successor (by merger or
otherwise) of any of the foregoing.

               (s)    "Preferred Shares" shall mean the Series A Junior
Participating Preferred Stock of the Preferred Stock, which series shall have
the powers, preferences and other rights set forth in the Certificate of
Designations.

               (t)    "Preferred Stock," when used with reference to the
Company, shall mean the Preferred Stock, $.01 par value, of the Company.

               (u)    "Principal Party" shall have the meaning set forth in
Section 13(e).

               (v)    "Record Date" shall have the meaning set forth in the
second recital clause of this Agreement.

               (w)    "Redemption Date" shall have the meaning set forth in
Section 7(a).

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

                                       5
<PAGE>

               (y)    "Restricted Person" shall mean an Acquiring Person or any
Affiliate or Associate of an Acquiring Person.

               (z)    "Rights" shall have the meaning set forth in the second
recital clause of this Agreement.

               (aa)   "Rights Certificates" shall mean the certificates
evidencing the Rights after the Distribution Date.

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

               (cc)   "Section 13 Event" shall mean any transaction described
in Section 13(a).

               (dd)   "Securities Act" shall mean the Securities Act of 1933, as
amended from time to time.

               (ee)   "Security" shall have the meaning set forth in Section
11(d).

               (ff)   "Series B Preferred Stock" shall have the meaning set
forth in the second recital of this Agreement.

               (gg)   "Share Acquisition Date" shall mean the first date on
which there shall be a public announcement (which shall include, without
limitation, any press release or publicly available filing with the Securities
and Exchange Commission or any other federal or state governmental authority or
agency) by the Company or an Acquiring Person that an Acquiring Person has
become such.

               (hh)   "Stock" shall have the meaning set forth in Section 11(d).

               (ii)   "Subsidiary" of any Person shall mean any corporation or
other entity of which a majority of the voting power or the other equity
securities or equity interests having the power to control or direct management)
is owned, directly or indirectly, by such Person.

               (jj)   "Summary of Rights" shall mean the Summary of Rights to
Purchase shares of Series A Junior Participating Preferred Stock in
substantially the form attached hereto as Exhibit C.

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

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

Section 2. Appointment of Rights Agent. The Company hereby appoints the Rights
Agent to act as agent for the Company and the holders of the Rights (which
holders, as provided in Section 3, shall, prior to the Distribution Date, also
be the holders of the Common Stock of the Company) in accordance with the terms
and conditions of this Agreement. The

                                       6
<PAGE>

Rights Agent hereby accepts such appointment. The Company may from time to time
appoint such Co-Rights Agents as it may deem necessary or desirable. In the
event the Company appoints one or more Co-Rights Agents, the respective
obligations and duties of the Rights Agent and of any Co-Rights Agent shall be
as the Company shall specify in writing. The Rights Agent shall have no duty to
supervise, and shall not be liable for the acts or omissions of, any Co-Rights
Agent.

               Section 3.     Issuance of Rights Certificates.
                              --------------------------------

               (a)    Until the earliest of (i) the Close of Business on the
10th Business Day after the Share Acquisition Date or (ii) the Close of Business
on the 10th Business Day (or, anything in Section 27 to the contrary
notwithstanding, such other Business Day as may be determined by action of the
Board prior to the occurrence of any Section 11(a)(ii) Event) after the date of
the commencement by any Person (other than an Exempt Person) of, or the first
public announcement of the intention of any Person (other than an Exempt Person)
to commence, a tender or exchange offer if, upon the consummation thereof, such
Person would be the Beneficial Owner of 15% or more of the shares of Common
Stock of the Company then outstanding (the earliest of the dates specified
clauses (i) and (ii) being hereinafter called the "Distribution Date"), the
Rights shall be evidenced and be transferable only as provided in Section 3(b).
As soon as practicable after the Distribution Date or, in the case of any shares
of Common Stock of the Company which are issued or otherwise become outstanding
after the Distribution Date and prior to the earlier of the Redemption Date and
the Final Expiration Date, including any shares of Common Stock issued by reason
of the exercise of any option, warrant, right (other than the Rights) or
conversion or exchange privilege contained in any option, warrant, right (other
than the Rights) or convertible or exchangeable security issued by the Company
prior to the Distribution Date, unless the Board shall have expressly provided
to the contrary at the time of issuance of any such option, warrant, right or
convertible or exchangeable security, simultaneously with the issuance of stock
certificates for such shares of Common Stock, the Company shall prepare and
execute, the Rights Agent shall countersign and the Company shall deliver or
cause to be delivered (or the Rights Agent shall, if requested, deliver), by
first-class mail, postage prepaid, to each record holder of shares of Common
Stock or Series B Preferred Stock of the Company as of the Close of Business on
the Distribution Date or, in the case of shares of Common Stock or Series B
Preferred Stock issued or otherwise becoming outstanding after the Distribution
Date (unless otherwise provided with respect thereto as aforesaid), to each
record holder of the shares of Common Stock or Series B Preferred Stock so being
issued or becoming outstanding at the time of such occurrence, at its last
address shown on the registry books of the transfer agent for the Common Stock
and the Series B Preferred Stock (if any) of the Company, one or more Rights
Certificates evidencing (i) one Right for each share of Common Stock of the
Company so held, issued or becoming outstanding and (ii) the number of Rights
equal to the number of shares of Common Stock that each share of Series B
Preferred Stock so held, issued or becoming outstanding is convertible into in
accordance with the Series B Certificate of Designations. As of and after the
Distribution Date, the Rights shall be evidenced solely by the Rights
Certificates.

               (b)    Until the Distribution Date: no Rights Certificates shall
be issued; each stock certificate for shares of Common Stock or Series B
Preferred Stock of the Company

                                       7
<PAGE>

outstanding as of the Record Date, until the earliest of the Distribution Date,
the Redemption Date and the Final Expiration Date, shall be deemed also to
constitute a certificate for the Rights associated with the shares represented
thereby, together with a copy of the Summary of Rights attached thereto; and the
registered holder of such shares shall also be the registered holder of the
associated Rights. Until the earliest of the Distribution Date, the Redemption
Date and the Final Expiration Date, the surrender for transfer of any such stock
certificate, with or without a copy of the Summary of Rights attached thereto,
shall also constitute the transfer of the Rights associated with the shares of
Common Stock or Series B Preferred Stock represented thereby.

               (c)    Any stock certificate for shares of Common Stock or Series
B Preferred Stock of the Company which shall be delivered by or on behalf of the
Company (including, without limitation, stock certificates for shares of Common
Stock or Series B Preferred Stock which are reacquired by the Company and then
transferred) after the Record Date and prior to the earliest of the Distribution
Date, the Redemption Date and the Final Expiration Date shall have impressed,
printed or written thereon, or otherwise affixed thereto, the following legend:

               "This certificate also evidences and entitles the holder hereof
        to certain Rights as set forth in the Amended and Restated Stockholders
        Rights Agreement dated as of April 13, 2000, as it may be amended from
        time to time (the "Rights Agreement") between Peapod, Inc. (the
        "Company") and First Chicago Trust Company of New York, a division of
        Equiserve, as Rights Agent, the terms, provisions and conditions of
        which are incorporated herein by reference and made a part hereof. The
        Rights Agreement is on file at the principal office of the Company and
        the principal office of such Rights Agent, and the Company will mail to
        the holder of this certificate a copy without charge after receipt of a
        written request therefor. Under certain circumstances, as set forth in
        the Rights Agreement, such Rights will be evidenced by separate
        certificates and will no longer be evidenced by this certificate. The
        Rights (i) may be redeemed at a redemption price (subject to adjustment)
        of $.01 per Right or (ii) under certain circumstances, may be exchanged,
        in whole or in part, for shares of Common Stock of the Company at an
        exchange rate (subject to adjustment) of one share of Common Stock per
        Right, all as set forth in the Rights Agreement. Under certain
        circumstances, as set forth in the Rights Agreement, Rights Beneficially
        Owned by a Restricted Person (as such terms are defined in the Rights
        Agreement), or by specified transferees from a Restricted Person, shall
        be or become void."

               Each stock certificate containing the foregoing legend, until the
earliest of the Distribution Date, the Redemption Date and the Final Expiration
Date, shall be deemed also to constitute a certificate for the Rights associated
with the shares represented thereby, and the registered holder of such shares
shall also be the registered holder of the associated Rights. Until the earliest
of the Distribution Date, the Redemption Date and the Final Expiration Date, the
surrender for transfer of any such stock certificate shall also constitute the
transfer of the Rights associated with the shares of Common Stock or Series B
Preferred Stock represented thereby. The omission of the foregoing legend shall
not in any manner whatsoever affect the application or interpretation of Section
7(d).

                                       8
<PAGE>

               (d)    In the event that the Company shall reacquire any shares
of its Common Stock or Series B Preferred Stock after the Record Date and prior
to the Distribution Date, the Rights associated with such shares shall be deemed
cancelled and retired, the Company not being entitled to exercise any Rights
associated with shares of its Common Stock or Series B Preferred Stock which are
no longer outstanding.

               Section 4.     Form of Rights Certificates.
                              ---------------------------

               (a)    The Rights Certificates (including the Form of Election to
Purchase and Certification of Status and the Form of Assignment and
Certification of Status to be set forth on the reverse side thereof) shall be in
substantially the form attached hereto as Exhibit B and may have such marks of
identification or designation and such legends, summaries or endorsements set
forth thereon as the Company may deem appropriate and are not inconsistent with
the provisions of this Agreement, or as may be required to conform to customary
practice or to comply with any applicable law or 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. Subject to Sections 11 and 22, the
Rights Certificates, whenever distributed, shall be dated as of the Record Date
(or, in the case of Rights with respect to shares of Common Stock or Series B
Preferred Stock issued or becoming outstanding after the Record Date, the same
date as the stock certificate evidencing such shares), shall (if the Company
shall so require) indicate the date of countersignature by the Rights Agent and
shall entitle the holders thereof to purchase such number of one one-hundredths
of a Preferred Share at the Exercise Price as shall be set forth therein, but
the number of such one one-hundredths of a Preferred Share and the Exercise
Price shall be subject to adjustment as provided herein.

               (b)    Any Rights Certificate issued pursuant to Section 3(a) or
Section 22 that represents Rights Beneficially Owned by: (i) a Restricted
Person, (ii) a transferee from a Restricted Person who becomes a transferee
after the Acquiring Person becomes such or (iii) a transferee from a Restricted
Person who becomes a transferee prior to or concurrently with the Acquiring
Person becoming such and receives such Rights pursuant to either (A) a transfer
(whether or not for consideration) from such Acquiring Person (or any Affiliate
or Associate thereof) to holders of equity interests in such Acquiring Person
(or any such Affiliate or Associate) or to any Person with whom such Acquiring
Person (or any such Affiliate or Associate) has any continuing written or oral
agreement, arrangement or understanding regarding the transferred Rights or (B)
a transfer which the Board has determined is part of a plan, arrangement or
understanding which has as a primary purpose or effect the avoidance of Section
7(d), and any Rights Certificate issued pursuant to Section 6, 11 or 22 upon the
transfer, exchange, replacement or adjustment of any other Rights Certificate
referred to in this sentence, shall have deleted therefrom the second sentence
of the legend on the Form of Rights Certificate attached hereto as Exhibit B
and, in lieu thereof, shall contain the following two sentences:

               "The Rights represented by this Rights Certificate are or were
        Beneficially Owned by a Restricted Person (as such term is defined in
        such Agreement). This Rights Certificate and the Rights represented
        hereby shall be or become void under the circumstances specified in
        Section 7(d) of such Agreement."

                                       9
<PAGE>

               The Company shall give prompt written notice to the Rights Agent
after becoming aware of the existence and identity of any Restricted Person. The
failure to insert the foregoing sentences on any such Rights Certificate or any
defect therein shall not in any manner whatsoever affect the application or
interpretation of Section 7(d). The Company shall specify to the Rights Agent in
writing which Rights Certificates are to be so legended.

               Section 5.     Countersignature and Registration.
                              ---------------------------------

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

               (b)    After the Distribution Date, the Rights Agent shall keep
or cause to be kept, at its principal office, books for registration and
transfer of the Rights Certificates issued hereunder. Such books shall show the
names and addresses of the respective holders of the Rights Certificates, the
number of Rights evidenced on its face by each Rights Certificate, the date of
each Rights Certificate and (if required by the Company) the date of
countersignature by the Rights Agent.

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

               (a)    Subject to Sections 4(b), 7(d) and 14, at any time after
the Close of Business on the Distribution Date and prior to the Close of
Business on the earlier of the Redemption Date and the Final Expiration Date,
any Rights Certificate (other than any Rights Certificate which shall have been
exchanged pursuant to Section 24) may be transferred, split up, combined or
exchanged for one or more other Rights Certificates, entitling the registered
holder to purchase the same number of one one-hundredths of a Preferred Share
(or after a Triggering Event, the securities, cash and other property
purchasable in lieu thereof) as the Rights Certificate or Rights Certificates
surrendered entitled such registered holder to purchase. Any registered holder
desiring to transfer, split up, combine or exchange one or more Rights
Certificates shall make such request in a writing delivered to the Rights Agent,
and shall

                                       10
<PAGE>

surrender the Rights Certificates to be transferred, split up, combined or
exchanged, with the Form of Assignment and Certification of Status on the
reverse side thereof duly executed, together with such signature guarantees and
other documentation as the Rights Agent may reasonably request, at the principal
office of the Rights Agent. Thereupon the Company shall prepare and execute, the
Rights Agent shall countersign and the Company shall deliver or cause to be
delivered (or the Rights Agent shall, if requested, deliver) to the person
entitled thereto one or more Rights Certificates as so requested. The Company
may require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer, split up, combination or
exchange of Rights Certificates and reimbursement to the Company and the Rights
Agent of all reasonable expenses incidental thereto.

               (b)    Upon receipt by the Company and the Rights Agent of
evidence reasonably satisfactory to them of the loss, theft, destruction or
mutilation of a Rights Certificate, and, in the case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to them or, in the
case of mutilation, upon surrender to the Rights Agent of the mutilated Rights
Certificate, and, at the Company's request, reimbursement to the Company and the
Rights Agent of all reasonable expenses incidental thereto, the Company shall
prepare and execute, the Rights Agent shall countersign and the Company shall
deliver or cause to be delivered (or the Rights Agent shall, if requested,
deliver) to the registered holder thereof a new Rights Certificate of like tenor
in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.

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

               (a)    Subject to Section 7(d), the registered holder of any
Rights Certificate may exercise the Rights evidenced thereby (except as
otherwise provided herein), in whole or in part, at any time after the
Distribution Date and prior to the earliest of (i) the Close of Business on the
tenth anniversary of the Record Date (the "Final Expiration Date"), (ii) the
time at which the Rights are redeemed as provided in Section 23 (the "Redemption
Date") and (iii) the time at which such Rights are exchanged as provided in
Section 24, upon surrender of such Rights Certificate, with the Form of Election
to Purchase and Certification of Status on the reverse side thereof duly
executed, together with such signature guarantees and other documentation as the
Rights Agent may reasonably request, to the Rights Agent at its principal
office, accompanied by payment (as provided in subsection (c) of this Section 7)
of the Exercise Price for each one one-hundredth of a Preferred Share (or after
a Triggering Event, the securities, cash and other property purchasable in lieu
thereof) as to which the surrendered Rights are then being exercised.

               (b)    The price (the "Exercise Price") for each one
one-hundredth of a Preferred Share purchased upon exercise of the Rights shall
initially be $98.00 shall be subject to adjustment from time to time as provided
in Sections 11 and 13 and shall be payable in lawful money of the United States
of America in accordance with subsection (c) of this Section 7.

               (c)    Upon receipt of a Rights Certificate representing then
exercisable Rights, with the Form of Election to Purchase and Certification of
Status on the reverse side thereof duly executed, together with such signature
guarantees and other documentation as the Rights Agent may reasonably request,
accompanied by payment of the Exercise Price for the number of one
one-hundredths of a Preferred Share (or after a Triggering Event, the
securities, cash and other

                                       11
<PAGE>

property purchasable in lieu thereof) being purchased, plus the amount of any
applicable transfer tax (as determined by the Rights Agent) required to be paid
by the holder of such Rights Certificate in accordance with Section 9, by
certified or cashier's check or money order payable to the order of the Company,
the Rights Agent shall, subject to the terms and conditions of this Agreement,
thereupon promptly (i) requisition from any transfer agent for the Preferred
Shares (or, if the Rights Agent is such a transfer agent, make available) stock
certificates for the number of one one-hundredths of a Preferred Share being
purchased, the Company hereby irrevocably authorizing any such transfer agent to
comply with all such requests, (ii) if the Company shall have elected to deposit
the Preferred Shares issuable upon exercise of the Rights with a depository
agent, requisition from the depository agent depository receipts for the number
of one one-hundredths of a Preferred Share being purchased (in which case stock
certificates for the Preferred Shares represented by such depository receipts
shall be deposited by the transfer agent for the Preferred Shares with the
depository agent), the Company hereby irrevocably authorizing any such
depository agent to comply with all such requests, (iii) after a Triggering
Event, requisition or obtain from the appropriate Person or Persons such
securities, cash and other property as may then be purchasable in lieu of
Preferred Shares, the Company hereby irrevocably authorizing all such requests,
(iv) when appropriate, requisition from the Company the amount of cash to be
paid in lieu of the issuance of any fractional share in accordance with Section
14 and (v) promptly after receipt of such stock certificates, depository
receipts, securities, cash and/or other property, cause the same to be delivered
to or upon the order of the registered holder of such Rights Certificate,
registered (when appropriate) in such name or names as may be designated by such
registered holder.

               (d)    Notwithstanding anything in this Agreement to the
contrary, from and after the first occurrence of any Section 11(a)(ii) Event,
any Rights Beneficially Owned by: (i) a Restricted Person, (ii) a transferee
from a Restricted Person who becomes a transferee after the Acquiring Person
becomes such or (iii) a transferee from a Restricted Person who becomes a
transferee prior to or concurrently with the Acquiring Person becoming such and
receives such Rights pursuant to either (A) a transfer (whether or not for
consideration) from such Acquiring Person (or any Affiliate or Associate
thereof) to holders of equity interests in such Acquiring Person (or any such
Associate or Affiliate) or to any Person with whom such Acquiring Person (or any
such Associate or Affiliate) has any continuing written or oral agreement,
arrangement or understanding regarding the transferred Rights or (B) a transfer
which the Board has determined is part of a plan, arrangement or understanding
which has as a primary purpose or effect the avoidance of this Section 7(d)
shall be or become void without any further action; and no holder of such Rights
shall have any rights whatsoever with respect to such Rights, whether under any
provision of this Agreement or otherwise, from and after such first occurrence.
The Company shall use all reasonable efforts to ensure that the provisions of
this Section 7(d) and Section 4(b) are complied with, but shall have no
liability to any holder of the Rights Certificates or to any other Person as a
result of the Company's failure to make any applicable finding or determination
with respect to any Restricted Person, or any transferee therefrom.

               (e)    Notwithstanding subsection (a) of this Section 7, a Right
may be exercised by the holder thereof on or after the Distribution Date and
prior to the receipt of the associated Rights Certificate by notifying the
Rights Agent in writing and furnishing to the Rights Agent such information and
evidence as to such election as the Rights Agent may reasonably request;

                                       12
<PAGE>

provided, however, that the Rights Agent shall not be required to take any of
the actions specified in subsection (c) of this Section 7 until such holder
shall have fully satisfied the applicable requirements specified therein.

               (f)    Neither the Rights Agent nor the Company shall be
obligated to undertake any action with respect to any Rights or Rights
Certificate upon the purported exercise or transfer thereof unless the
registered holder thereof shall have (i) completed and signed the Certification
of Status following the Form of Election to Purchase or the Form of Assignment,
as the case may be, set forth on the reverse side of the Rights Certificate
surrendered for such exercise or transfer and (ii) provided such additional
evidence as to the identity of the Beneficial Owner (or former Beneficial Owner)
thereof or the Affiliates or Associates thereof as the Company shall reasonably
request.

               (g)    In case the registered holder of any Rights Certificate
shall exercise less than all of the Rights evidenced thereby, then, subject to
the provisions of Section 14, a new Rights Certificate evidencing the Rights
remaining unexercised shall be prepared and executed by the Company and
countersigned and delivered by the Rights Agent to the registered holder of such
surrendered Rights Certificate or to such registered holder's duly authorized
assigns.

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

               Section 9.     Reservation and Availability of Preferred Shares.
                              ------------------------------------------------

               (a)    The Company covenants and agrees that it will cause to be
reserved and kept available out of its authorized and unissued Preferred Shares,
or any authorized and issued Preferred Shares held in its treasury, the number
of Preferred Shares required to permit the exercise in full of all outstanding
Rights.

               (b)    The Company covenants and agrees that it will take all
such action as may be necessary to ensure that all Preferred Shares delivered
upon exercise of the Rights shall, at the time of delivery of the stock
certificates therefor in accordance with Section 7(c) (including the receipt of
payment of the Exercise Price), be duly and validly authorized and issued and
fully paid and nonassessable.

               (c)    The Company covenants and agrees that it will use its best
efforts to cause, from and after such time as the Rights shall become
exercisable, all Preferred Shares issued or reserved for issuance to be listed,
upon official notice of issuance, on the principal

                                       13
<PAGE>

national securities exchange, if any, on which its Common Stock is listed or, if
the principal market for Common Stock is not on any national securities
exchange, to be eligible for quotation on The NASDAQ National Market or any
successor thereto or other comparable quotation system.

               (d)    The Company covenants and agrees that it will use its best
efforts to (i) file, as soon as practicable after the occurrence of any Section
11(a)(ii) Event for which the consideration to be delivered by the Company upon
exercise of the Rights has been determined in accordance with Section 11(a)(iv),
or as soon as required by law after the Distribution Date, as the case may be, a
registration statement on an appropriate form under the Securities Act with
respect to the securities purchasable upon exercise of the Rights, (ii) cause
such registration statement to become effective as soon as practicable after
such filing and (iii) cause such registration statement to remain effective
(with a prospectus which at all times meets the requirements of the Securities
Act) until the earliest of (A) the date as of which the Rights are no longer
exercisable for such securities, (B) the Redemption Date and (C) the Final
Expiration Date. The Company further covenants and agrees that it will take such
action as may be appropriate under, and which will ensure compliance with, the
securities or "blue sky" laws of such jurisdictions as may be necessary or
appropriate in connection with the exercisability of the Rights. The Company may
temporarily suspend, for not more than 90 days after the applicable date
specified in the first sentence of this subsection (d), the exercisability of
the Rights in order to prepare and file such registration statement and permit
it to become effective and to complete such securities or "blue sky" law action.
Upon such suspension, the Company shall issue a public announcement stating that
the exercisability of the Rights has been temporarily suspended, and the Company
shall also issue a public announcement at such time as the suspension shall no
longer be in effect. Failure of the Company to notify the Rights Agent of any
such suspension shall not affect the effectiveness thereof. Notwithstanding any
provision of this Agreement to the contrary, the Rights shall not be exercisable
in any jurisdiction unless the requisite qualification or exemption in such
jurisdiction shall have been effected. Until otherwise notified in writing by
the Company, the Rights Agent may assume that each purported exercise of the
Rights is permitted by this Agreement and by applicable law, and the Rights
Agent shall not be liable for acting in reliance upon such assumption.

               (e)    The Company covenants and agrees that, subject to Section
6, it will pay when due and payable any and all federal and state original issue
or transfer taxes and charges which may be payable in respect of the issuance or
delivery of the Rights or the Rights Certificates or of any stock certificate
for Preferred Shares issued upon exercise of the Rights. The Company shall not,
however, be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of any Rights Certificate to a Person other than, or
the issuance of any stock certificate for Preferred Shares upon exercise of any
of the Rights represented by such Rights Certificate in a name other than, the
registered holder of such Rights Certificate or to issue or deliver any Rights
Certificate or stock certificate for Preferred Shares upon such transfer or
exercise until any such tax shall have been paid (any such tax being payable by
the holder of such Rights Certificate at the time of surrender thereof) or until
it has been established to the Company's reasonable satisfaction that no such
tax is due.

                                       14
<PAGE>

               (f)    After a Triggering Event, the provisions of this Section 9
shall apply, to the extent applicable and appropriate, to all shares of capital
stock and other securities then purchasable upon exercise of the Rights.

               Section 10. Record Date of Preferred Share Ownership. The Person
in whose name any stock certificate for Preferred Shares is issued upon exercise
of any of the Rights shall for all purposes be deemed to have become the holder
of record of the Preferred Shares represented thereby on, and such stock
certificate shall be dated, the date upon which the Rights Certificate
evidencing such Rights was duly surrendered to the Rights Agent with proper
payment of the Exercise Price (and all applicable transfer taxes, if any);
provided, however, that if the date of such surrender and payment shall be a
date upon which the registry books of the transfer agent for the Preferred
Shares are closed, such Person shall be deemed to have become the record holder
of such Preferred Shares on, and such stock certificate shall be dated, the next
succeeding Business Day on which such registry books are open.

               Section 11. Adjustment of Exercise Price, Number and Kind of
Shares and Number of Rights. The Exercise Price, the number and kind of shares
of capital stock for which each Right is exercisable 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 shall at any time after
the date of this Agreement (A) declare a dividend on the Preferred Shares
payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares into
a greater number of Preferred Shares, (C) combine or consolidate the outstanding
Preferred Shares into a smaller number of Preferred Shares or (D) issue any
shares of capital stock of any class in a reclassification of the Preferred
Shares (including any such reclassification in connection with a combination or
merger in which the Company is the continuing or surviving corporation), except
as otherwise provided in this Section 11(a) and in Section 7(d), the Exercise
Price in effect at the Close of Business on the record date for such dividend or
at the effective time of such subdivision, combination, consolidation or
reclassification, and the number and kind of shares of capital stock issuable
upon exercise of the Rights at such date or time, shall be proportionately
adjusted so that the registered holder of each Right exercised after such date
or time shall be entitled to receive the aggregate number and kind of shares of
capital stock which, if such Right had been exercised immediately prior to such
date or time and at a time when the registry books of the transfer agent for the
Preferred Shares were open, such registered holder would have been entitled to
receive by reason of such dividend, subdivision, combination, consolidation or
reclassification; provided, however, that in no event shall the consideration to
be paid upon the exercise of one Right be less than the aggregate par value of
the shares of capital stock of the Company issuable upon the exercise thereof.
If an event shall occur which would require an adjustment under both this
paragraph (i) and paragraph (ii) of this subsection (a), the adjustment provided
for in this paragraph (i) shall be in addition to, and shall be made prior to,
any adjustment required pursuant to such paragraph (ii).

          (ii) Subject to Section 24, in the event that any Person, either alone
     or together with its Affiliates and Associates, shall become an Acquiring
     Person, then, in such case and promptly following such occurrence, proper
     provision shall be made so that the

                                       15
<PAGE>

     registered holder of each Right, except as otherwise provided in Section
     7(d), shall thereafter have the right to receive, upon exercise thereof and
     payment of an amount equal to the product determined by multiplying the
     then current Exercise Price by the number of one one-hundredths of a
     Preferred Share for which such Right was exercisable immediately prior to
     such occurrence, in accordance with this Agreement, in lieu of Preferred
     Shares, the number of shares of Common Stock determined by dividing such
     product by 50% of the Fair Market Value (determined as provided in
     subsection (d) of this Section 11) of one share of Common Stock on the date
     of such occurrence.

          (iii) In the event that there shall not be sufficient authorized and
     unissued or treasury shares of Common Stock to permit the exercise in full
     of the Rights in accordance with paragraph (ii) of this subsection (a), the
     Company shall take all necessary action to authorize and reserve for
     issuance such number of additional shares of Common Stock as may from time
     to time be required to be issued upon the exercise in full of all
     outstanding Rights and, if necessary, shall use its best efforts to obtain
     stockholder approval thereof. Notwithstanding the preceding sentence, if
     the Board shall determine that such action is necessary or appropriate and
     is not contrary to the best interests of the holders of the Rights, the
     Board may cause the Company, in lieu of issuing shares of Common Stock in
     accordance with such paragraph (ii), to distribute, or if a sufficient
     number of shares of Common Stock cannot be issued for such purpose in
     accordance with the provisions hereof, the Company shall distribute, upon
     the exercise of each Right, cash, debt securities, Preferred Shares, other
     shares of Preferred Stock, other property or any combination thereof having
     an aggregate Fair Market Value (determined as provided in subsection (d) of
     this Section 11) equal to the Fair Market Value (as so determined) of the
     number of shares of Common Stock which otherwise would have been issuable
     pursuant to such paragraph (ii). Any such decision by the Board must be
     made and publicly announced within 30 days after the occurrence of any
     Section 11(a)(ii) Event.

               (b)    In the event that the Company shall fix a record date for
the making of any distribution to all registered holders of Preferred Shares of
options, warrants or rights entitling them (for a period expiring not later than
45 calendar days after such record date) to subscribe for or purchase Preferred
Shares (or shares of capital stock of any class of the Company having the same
(or more favorable) powers, preferences and rights as the Preferred Shares
("Equivalent Preferred Shares"), or securities convertible into or exchangeable
for Preferred Shares or Equivalent Preferred Shares, at a price per Preferred
Share or per Equivalent Preferred Share (or having a conversion or exchange
price per share, in the case of securities convertible into or exchangeable for
Preferred Shares or Equivalent Preferred Shares) less than the Fair Market Value
(determined as provided in subsection (d) of this Section 11) of one Preferred
Share on such record date, the Exercise Price to be in effect after such record
date shall be determined by multiplying the Exercise Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the
number of 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 or exchange price, in the case of convertible or
exchangeable securities so to be offered) would purchase at such Fair Market
Value, and the denominator of which shall be the

                                       16
<PAGE>

number of Preferred Shares outstanding on such record date, plus the total
number of Preferred Shares and/or Equivalent Preferred Shares so to be offered
(and/or into or for which the convertible or exchangeable securities so to be
offered are initially convertible or exchangeable); provided, however, that in
no event shall the consideration to be paid upon the exercise of one Right be
less than the aggregate par value of the shares of capital stock of the Company
issuable upon the exercise thereof. In case all or part of such subscription
price may be paid in a form other than cash, the value of such non-cash
consideration shall be its Fair Market Value (determined as provided in such
subsection (d)). Preferred Shares owned by or held for the account of the
Company shall not be deemed outstanding for the purpose of any computation
provided for in this subsection (b). The adjustment required by this subsection
(b) shall be made successively whenever such a record date is fixed; and in the
event that such distribution is not so made, the Exercise Price shall be
adjusted to the Exercise Price which would have been in effect if such record
date had not been fixed.

               (c)    In the event that the Company shall fix a record date for
the making of any distribution to all registered holders of Preferred Shares
(including any such distribution made in connection with a combination or merger
in which the Company is the continuing or surviving corporation) of cash (other
than a regular quarterly cash dividend), options, warrants, rights (other than
those referred to in subsection (b) of this Section 11), securities, evidences
of indebtedness or other property (excluding any dividend payable in Preferred
Shares, but including any dividend payable in other shares of capital stock),
the Exercise Price to be in effect after such record date shall be determined by
multiplying the Exercise Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the Fair Market Value (determined
as provided in subsection (d) of this Section 11) of one one-hundredth of a
Preferred Share on such record date, less the Fair Market Value (as so
determined) of the cash, options, warrants, rights, securities, evidences of
indebtedness or other property so to be distributed and properly attributable to
one one-hundredth of a Preferred Share, and the denominator of which shall be
such Fair Market Value of one one-hundredth of a Preferred Share; provided,
however, that in no event shall the consideration to be paid upon the exercise
of one Right be less than the aggregate par value of the shares of capital stock
of the Company issuable upon the exercise thereof. The adjustment required by
this subsection (c) shall be made successively whenever such a record date is
fixed; and in the event that such distribution is not so made, the Exercise
Price shall be adjusted to the Exercise Price which would have been in effect if
such record date had not been fixed.

               (d)    For the purpose of any computation required under this
Agreement, "Fair Market Value," when used with respect to Preferred Shares or
shares of Common Stock or other capital stock of any class (collectively, a
"Stock"), with respect to any option, warrant, right or other security or
evidence of indebtedness (collectively, a "Security") or with respect to any
other property, shall be determined as provided in this subsection (d):

          (i) In the case of any Stock or Security which is publicly traded, the
     Fair Market Value on any date shall be deemed to be the average of the
     daily closing prices per share of such Stock or per unit of such Security
     for the 30 consecutive Trading Days immediately prior to such date;
     provided, however, that in the event that the Fair Market Value per share
     of any Stock is determined during a period commencing after the public

                                       17
<PAGE>

     announcement by its issuer of (A) a dividend or distribution on such Stock
     payable in shares of such Stock or securities convertible into or
     exchangeable for shares of such Stock or (B) a subdivision, combination,
     consolidation or reclassification of such Stock, and ending prior to the
     expiration of the 30 Trading Days after the ex-dividend date for such
     dividend or distribution, or the record date for such subdivision,
     combination, consolidation or reclassification, then, in each such case,
     the Fair Market Value of such Stock shall be properly adjusted to take into
     account "ex-dividend" trading. The closing price for each day shall be the
     last sale price, regular way, or, in case no such sale shall take 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 such Stock or Security is not listed or admitted
     to trading on the New York Stock Exchange, as reported in the principal
     consolidated transaction reporting system with respect to securities listed
     or admitted to trading on the principal national securities exchange on
     which such Stock or Security is listed or admitted to trading; or if such
     Stock or Security is not listed or admitted to trading on any national
     securities exchange, the last quoted price or, if not so quoted, the
     average of the last quoted high bid and low asked prices in the
     over-the-counter market, as reported by the NASDAQ National Market or any
     other similar system then in use; or if on any such day no bid for such
     Stock or Security is quoted by any such organization, the average of the
     closing bid and asked prices, as furnished by a professional market maker
     making a market in such Stock or Security selected by the Board. If during
     any relevant period no market maker is making a market in such Stock or
     Security, its Fair Market Value on a specified date shall be determined
     reasonably and with utmost good faith to the holders of the Rights by the
     Board; provided, however, that if at the time of such determination there
     shall be an Acquiring Person, the Fair Market Value of such Stock or
     Security on such date shall be determined by a nationally recognized
     investment banking firm selected by the Board, which determination shall be
     described in a statement filed with the Rights Agent and shall be binding
     on the Company, the Rights Agent and the holders of the Rights. The term
     "Trading Day" shall mean a day on which the principal national securities
     exchange on which such Stock or Security is listed or admitted to trading
     is open for the transaction of business or, if such Stock or Security is
     not listed or admitted to trading on any national securities exchange, a
     Business Day.

          (ii) In the case of any Stock or Security which is not publicly
     traded, the Fair Market Value on any date shall be the fair value per share
     of such Stock or per unit of such Security as determined reasonably and
     with utmost good faith to the holders of the Rights by the Board; provided,
     however, that if at the time of such determination there shall be an
     Acquiring Person, the Fair Market Value of such Stock or Security on such
     date shall be determined by a nationally recognized investment banking firm
     selected by the Board, which determination shall be described in a
     statement filed with the Rights Agent and shall be binding on the Company,
     the Rights Agent and the holders of the Rights.

          (iii) In the case of any property which is not a Stock or a Security,
     the Fair Market Value on any date shall be determined reasonably and with
     utmost good faith to

                                       18
<PAGE>

     the holders of Rights by the Board; provided, however, that if at the time
     of such determination there shall be an Acquiring Person, the Fair Market
     Value of such property on such date shall be determined by a nationally
     recognized investment banking firm selected by the Board, which
     determination shall be described in a statement filed with the Rights Agent
     and shall be binding on the Company, the Rights Agent and the holders of
     the Rights.

               (e)    No adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at least 1% in
the Exercise Price then in effect; provided, however, that any adjustments which
by reason of this subsection (e) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 11 shall be made to the nearest whole cent, to the nearest
one ten-thousandth of a share of Common Stock or other capital stock of any
class (other than Preferred Shares) or to the nearest one one-millionth of a
Preferred Share, as the case may be. Notwithstanding the first sentence of this
subsection (e), any adjustment required by this Section 11 shall be made no
later than the earliest of (i) three years after the date of the occurrence
requiring such adjustment, (ii) the Redemption Date and (iii) the Final
Expiration Date.

               (f)    If as a result of an adjustment required by any Triggering
Event the holder of any Rights thereafter exercised shall become entitled to
receive any shares of capital stock of any class of the Company (other than
Preferred Shares), the number of such other shares so receivable upon exercise
of any Rights shall be subject to adjustment from time to time in a manner and
on terms as nearly equivalent as reasonably possible to the provisions with
respect to the Preferred Shares contained in this Section 11, and the provisions
of Sections 7, 9, 10, 13 and 14 with respect to the Preferred Shares shall apply
on like terms to any such other shares.

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

               (h)    Unless the Company shall have exercised the option
provided in subsection (i) of this Section 11, upon each adjustment of the
Exercise Price as a result of the calculations required by subsection (b) or (c)
of this Section 11, each Right outstanding immediately prior to the making of
such Exercise Price adjustment shall thereafter evidence the right to purchase,
at the adjusted Exercise Price, the number of one one-hundredths of a Preferred
Share (calculated to the nearest one one-millionth) determined by (i)
multiplying the number of one one-hundredths of a Preferred Share purchasable
upon exercise of such Right immediately prior to such adjustment by the Exercise
Price in effect immediately prior to such adjustment and (ii) dividing the
product so obtained by the Exercise Price in effect immediately after such
adjustment.

               (i)    The Company may elect, on or after the date on which any
adjustment of the Exercise Price is required to be made hereunder, to adjust the
number of Rights outstanding in substitution for making an adjustment in the
number of one one-hundredths of a Preferred

                                       19
<PAGE>

Share purchasable upon exercise of each Right. Each Right outstanding after such
an adjustment in the number of Rights shall be exercisable for the same number
of one one-hundredths of a Preferred Share as such Right was exercisable for
immediately prior to such adjustment; but each Right held of record prior to
such adjustment shall become the number of Rights (calculated to the nearest one
ten-thousandth) determined by dividing the Exercise Price in effect immediately
prior to the occurrence requiring the adjustment of the Exercise Price by the
Exercise Price in effect immediately after such adjustment of the Exercise
Price. The Company shall make a prompt public announcement of its election to
adjust the number of Rights outstanding, indicating the record date for the
adjustment and, if known at the time of such announcement, the amount of the
adjustment to be made. Such record date may be the date on which the Exercise
Price is required to be adjusted or any day thereafter, unless the Rights
Certificates shall have been issued, in which case such record date shall be at
least 10 days after the date of such public announcement. If the Rights
Certificates shall have been issued, upon each adjustment of the number of
Rights outstanding pursuant to this subsection (i), the Company shall, as
promptly as practicable, cause to be distributed to each registered holder of
the Rights Certificates on such record date Rights Certificates evidencing,
subject to Section 14, the additional Rights to which such registered holder
shall be entitled as a result of such adjustment; or, at its option, the Company
shall cause to be distributed to each such registered holder, in substitution
and replacement for the Rights Certificates held by such registered holder prior
to the date of such adjustment, but only upon surrender thereof (if so required
by the Company), new Rights Certificates evidencing all the Rights to which such
registered holder shall be entitled after such adjustment. Rights Certificates
so distributed shall be executed and countersigned in the manner provided in
Section 5 (and may designate, at the option of the Company, the adjusted
Exercise Price) and shall be registered in the names of the registered holders
of the Rights Certificates on the record date specified in the aforesaid public
announcement.

               (j)    Irrespective of any adjustment or change in the Exercise
Price or the number of one one-hundredths of a Preferred Share issuable upon
exercise of the Rights, the Rights Certificates theretofore and thereafter
issued may continue to designate the Exercise Price and the number of one
one-hundredths of a Preferred Share which were designated in the Rights
Certificates originally issued hereunder.

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

               (l)    In any case in which this Section 11 shall require an
adjustment of the Exercise Price effective as of the record date for a
particular event, the Company may elect to defer until the occurrence of such
event the issuing to the holder of any Rights exercised after such record date
of the Preferred Shares (and/or the other shares of capital stock, securities or
other property of the Company, if any) issuable upon such exercise in excess of
the Preferred Shares (and/or the other shares of capital stock, securities or
other property of the Company, if any) issuable upon such exercise on the basis
of the Exercise Price in effect immediately prior to such adjustment; provided,
however, that the Company shall deliver to such holder a due bill or

                                       20
<PAGE>

other appropriate instrument evidencing such holder's right to receive such
excess upon the occurrence of such event.

               (m)    Anything in this Section 11 to the contrary
notwithstanding, the Board shall be entitled to make reductions in the Exercise
Price, in addition to the adjustments expressly required by this Section 11, as
and to the extent that the Board, in its sole discretion, shall determine to be
advisable in order that any dividend on the Preferred Shares payable in
Preferred Shares, any subdivision, combination or consolidation of the Preferred
Shares (by reclassification or otherwise than by payment of dividends in
Preferred Shares) into a greater or lesser number of Preferred Shares, any
issuance of Preferred Shares solely for cash at less than the Fair Market Value
thereof, any issuance solely for cash of Preferred Shares or securities which by
their terms are convertible into or exchangeable for Preferred Shares or any
issuance of options, warrants, rights, securities, evidences of indebtedness or
other property subject to subsection (b) or (c) of this Section 11, hereafter
made by the Company to the holders of the Preferred Shares, shall not be taxable
to such holders.

               (n)    In the event that the Company shall at any time after the
date of this Agreement and prior to the Distribution Date (i) declare a dividend
on its outstanding shares of Common Stock payable in shares of Common Stock or
(ii) effect a subdivision, combination or consolidation of its 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: (i) the number of one one-hundredths
of a Preferred Share purchasable after such event upon proper exercise of each
Right shall be determined by multiplying the number of one one-hundredths of a
Preferred Share so purchasable immediately prior to such event by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event; and (ii)
each share of Common Stock and Series B Preferred Stock outstanding immediately
after such event shall have issued with respect to it the same number of Rights
which each share of Common Stock and Series B Preferred Stock outstanding
immediately prior to such event had issued with respect to it. The adjustment
required by this subsection (n) shall be made successively whenever such a
dividend is declared or such a subdivision, combination or consolidation is
effected.

               (o)    Except as permitted by Sections 23 and 27, the Company
covenants and agrees that, after the Distribution Date, it will not take, or
permit any of its Subsidiaries to take, any action if at the time such action
would be taken it is reasonably foreseeable that such action would eliminate or
substantially diminish the benefits intended to be afforded by the Rights.

               Section 12. Certificate of Adjusted Exercise Price or Number of
Shares. Whenever any adjustment shall be required by Section 11, 13 or 23(g),
the Company shall promptly (a) prepare a certificate setting forth such
adjustment and a brief statement of the facts requiring such adjustment, (b)
file with the Rights Agent and with each transfer agent for the Preferred
Shares, the Common Stock and the Series B Preferred Stock (if any) of the
Company a copy of such certificate and (c) mail a brief summary thereof to each
registered holder of the Rights in accordance with Section 26. The Rights Agent
shall be fully protected in relying on

                                       21
<PAGE>

any such certificate and on any adjustment described therein and shall not be
deemed to have knowledge of any such adjustment unless and until it shall have
received such certificate.

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

               (a)    In the event that, on or after the occurrence of any
Section 11(a)(ii) Event, directly or indirectly: (i) the Company shall
consolidate with, or merge with and into, any Interested Stockholder or, if in
such consolidation or merger all holders of the Common Stock of the Company are
not treated the same, any other Person (other than a wholly-owned Subsidiary of
the Company in a transaction not prohibited by Section 11(o)), so that the
Company shall not be the continuing or surviving corporation, (ii) any
Interested Stockholder or, if in such merger all holders of the Common Stock of
the Company are not treated the same, any other Person (other than a
wholly-owned Subsidiary of the Company in a transaction not prohibited by
Section 11(o)) shall merge with and into the Company, so that the Company shall
be the continuing or surviving corporation, and in connection with such merger
either (A) all or part of the outstanding shares of Common Stock of the Company
shall be converted or changed into or exchanged for capital stock or other
securities of any other Person (or the Company), cash and/or other property or
(B) such shares of Common Stock shall remain outstanding, unconverted and
unchanged, or (iii) the Company shall sell or otherwise transfer (or one or more
of its Subsidiaries shall sell or otherwise transfer), in one or a series of
related transactions, assets or earning power aggregating 50% or more of the
assets or earning power of the Company and its Subsidiaries (taken as a whole)
to any Interested Stockholder or, if in such transaction or transactions the
holders of the Common Stock of the Company are not treated the same, any other
Person or Persons (other than the Company or one or more of its wholly-owned
Subsidiaries in one or more transactions, each of which is not prohibited by
Section 11(o)), then, in each such case, proper provision shall be made so that
(w) the registered holder of each Right, except as otherwise provided in Section
7(d), shall thereafter have the right to receive, upon exercise thereof and
payment of an amount equal to the product determined by multiplying the then
current Exercise Price by the number of one one-hundredths of a Preferred Share
for which such Right is then exercisable, in accordance with this Agreement, in
lieu of Preferred Shares, the number of freely tradable shares (which shall be
duly authorized, validly issued, fully paid and non-assessable) of Common Stock
of the Principal Party or, in the case of a merger described in clause (ii) of
this sentence in which the Common Stock of the Company shall remain outstanding,
unconverted and unchanged, of the Company, free and clear of all rights of call
or first refusal, liens, encumbrances or other adverse claims, determined by
dividing such product by 50% of the Fair Market Value (determined as provided in
Section 11(d)) of the shares of Common Stock of such Principal Party (or, if
appropriate, the Company) on the date of consummation of such Section 13 Event;
(x) such Principal Party shall thereafter be liable for, and shall assume, by
reason of the consummation of such Section 13 Event, all the obligations and
duties of the Company under this Agreement; (y) the term "Company" shall
thereafter be deemed to refer to such Principal Party, it being specifically
intended that the provisions of Section 11 shall apply to such Principal Party;
and (z) such Principal Party shall take such steps (including, but not limited
to, the reservation of a sufficient number of its shares of Common Stock to
permit exercise of all outstanding Rights in accordance with this subsection (a)
and the distribution of cash, debt securities, shares and other property in
accordance with Section

                                       22
<PAGE>

11(a)(iv))in connection with the consummation of such Section 13 Event as may be
necessary to assure that the provisions hereof shall thereafter be applicable,
as nearly as reasonably possible, in relation to the shares of Common Stock
thereafter deliverable upon exercise of the Rights.

               (b)    After the Distribution Date, the Company shall not
consolidate or merge with any other Person (other than a wholly-owned Subsidiary
of the Company in a transaction not prohibited by Section 11(o)), or sell or
otherwise transfer (or permit one or more of its Subsidiaries to sell or
otherwise transfer), in one or a series of related transactions, assets or
earning power aggregating 50% or more of the assets or earning power of the
Company and its Subsidiaries (taken as a whole) to any other Person or Persons
(other than the Company or one or more of its wholly-owned Subsidiaries in one
or more transactions, each of which is not prohibited by Section 11(o)), if (i)
at the time of or immediately after the consummation of such transaction there
are any options, warrants, rights, conversion or exchange privileges or
securities outstanding or any written or oral agreements, arrangements or
understandings (including provisions contained in the Company's Certificate of
Incorporation or By-laws) in effect which, as a result of the consummation of
such transaction, would eliminate or substantially diminish the benefits
intended to be afforded by the Rights, or (ii) prior to, at the time of or
immediately after the consummation of such transaction the stockholders of the
Person who constitutes, or would constitute, the Principal Party for the purpose
of subsection (a) of this Section 13 shall have received a distribution of
Rights previously owned by such Person or any of its Affiliates or Associates.

               (c)    The Company shall not consummate any Section 13 Event
unless prior thereto (i) the Principal Party shall have a sufficient number of
authorized shares of its Common Stock which have not been issued or reserved for
issuance to permit the exercise in full of the Rights in accordance with this
Section 13 and (ii) the Company, the Principal Party and each other Person who
may become the Principal Party as a result of the consummation of such Section
13 Event shall have executed and delivered to the Rights Agent a supplemental
agreement providing (x) for the implementation of all the terms and conditions
set forth in this Section 13 and (y) that, as soon as practicable after the date
of such Section 13 Event, the Principal Party, at its own expense, shall:

                      (A) prepare and file a registration statement on an
               appropriate form under the Securities Act with respect to the
               Rights and the securities purchasable upon exercise thereof, and
               use its best efforts to cause such registration statement to
               become effective as soon as practicable after such filing and to
               remain effective (with a prospectus which at all times meets the
               requirements of the Securities Act) until the earliest of the
               date as of which the Rights are no longer exercisable for such
               securities, the Redemption Date and the Final Expiration Date;

                      (B) use its best efforts to qualify or register the Rights
               and the securities purchasable upon exercise thereof under the
               securities or "blue sky" laws of such jurisdictions as may be
               necessary or appropriate in connection with the exercisability of
               the Rights;

                                       23
<PAGE>

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

                      (D) deliver to the registered holders of the Rights
               historical financial statements for the Principal Party and each
               of its Affiliates complying in all material respects with the
               requirements for registration of securities on Form 10 under the
               Exchange Act.

               (d)    "Principal Party" shall mean: in the case of any
transaction described in clause (i) or (ii) of subsection (a) of this Section
13, the Person which is the issuer of the securities into which shares of Common
Stock of the Company are being converted or changed in such transaction or, if
there shall be more than one such issuer, the issuer having shares of Common
Stock with the greatest aggregate market value; or if no securities are being
issued in such transaction for shares of Common Stock of the Company, the Person
which is the other party to such transaction or, if there shall be more than one
such Person, the Person having shares of Common Stock with the greatest
aggregate market value; and in the case of any transaction described in clause
(iii) of such subsection (a), the Person which is the party receiving the
greatest portion of the assets or earning power sold or otherwise transferred
pursuant to such transaction or transactions; provided, however, that in any
such case (i) if the shares of Common Stock of such Person shall not at the time
of the consummation of such transaction have been continuously registered under
Section 12 of the Exchange Act during the immediately preceding 12-month period,
and such Person shall be a direct or indirect Subsidiary or Affiliate of another
Person the shares of Common Stock of which shall have been so registered,
"Principal Party" shall mean such other Person; and (ii) if such Person shall be
a direct or indirect Subsidiary or Affiliate of more than one other Person, the
shares of Common Stock of two or more of which shall have been so registered,
"Principal Party" shall mean whichever of such other Persons shall have Common
Stock with the greatest aggregate market value; and (iii) if such Person shall
be owned, directly or indirectly, by a joint venture formed by two or more
Persons which are not owned, directly or indirectly, by the same Person, the
rules set forth in clauses (i) and (ii) of this proviso shall apply to each
chain of ownership of any joint venturer as though such joint venture were a
"Subsidiary" of all of such joint venturers, and the Principal Party in each
such chain shall bear the obligations and duties set forth in this Section 13 in
the same proportion as their direct or indirect ownership interest in such
Person bears to the total of such ownership interests.

               (e)    If, in the case of any transaction described in clause
(iii) of subsection (a) of this Section 13, the Person or Persons to whom assets
or earning power are sold or otherwise transferred are individuals, then, in
lieu of any other payment or distribution required by this Section 13, and the
Company shall require as a condition to such transaction that, such Person or
Persons shall pay to each holder of a Rights Certificate, upon its surrender to
the Rights Agent and in exchange therefor (without requiring any payment by such
holder), cash in the amount determined by multiplying the then current Exercise
Price by the number of one one-hundredths of a Preferred Share for which a Right
is then exercisable.

                                       24
<PAGE>

               (f)    In no event shall the Rights Agent have any obligations or
duties in respect of any Section 13 Event, except as expressly set forth in this
Agreement. The Rights Agent may rely, and shall be fully protected in relying
upon, a certificate of the Company stating that the provisions of this Section
13 have been fulfilled. The prior written consent of the Rights Agent shall be
required in connection with any supplemental agreement which alters or impairs
the rights, obligations, duties or immunities of the Rights Agent hereunder.

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

               Section 14.    Fractional Rights and Fractional Shares.
                              ---------------------------------------

               (a)    The Company shall not be required to issue fractional
Rights or to distribute Rights Certificates which evidence fractional Rights. If
the Company shall determine not to issued fractional Rights, the Company shall
pay, in lieu of issuing fractional Rights, to the registered holders of the
Rights with respect to which fractional Rights would otherwise be issuable an
amount in cash equal to the same fraction of the Fair Market Value (determined
as provided in Section 11(d) for the Trading Day immediately prior to the date
on which such fractional Rights would otherwise have been issued) of one Right.

               (b)    The Company shall not be required to issue fractional
Preferred Shares (other than fractions which are multiples of one one-hundredth
of a Preferred Share) upon exercise of the Rights or to distribute stock
certificates which evidence fractional Preferred Shares (other than fractions
which are multiples of one one-hundredth of a Preferred Share). If the Company
shall determine not to issue fractional Preferred Shares that are not multiples
of one one-hundredth of a Preferred Share, the Company shall pay to the
registered holders of the Rights Certificates at the time Rights represented
thereby are exercised, in lieu of such fractional Preferred Shares, an amount in
cash equal to the same fraction of the Fair Market Value (determined as provided
in Section 11(d) for the Trading Day immediately prior to the date of such
exercise) of one one-hundredth of a Preferred Share.

               (c)    Each holder of a Right, by accepting the same, expressly
waives such holder's right to receive or exercise any fractional Right or to
receive any fractional Preferred Share upon the exercise of such Right (except
as provided in this Section 14).

               Section 15. Rights of Action. All rights of action in respect
of this Agreement, other than rights of action which the Rights Agent may have
under Sections 18 and 20, are vested in the registered holders of the Rights
Certificates (or, prior to the Distribution Date, the registered holders of the
Common Stock and the Series B Preferred Stock of the Company); and the
registered holder of any Rights Certificate (or, prior to the Distribution Date,
of any stock certificate for shares of such Common Stock and Series B Preferred
Stock), without the consent of the Rights Agent or of the holder of any other
Rights Certificate (or, prior to the Distribution Date, of any other stock
certificate for shares of Common Stock or Series B

                                       25
<PAGE>

Preferred Stock), may, on such registered holder's own behalf and for such
registered holder's own benefit, enforce, and may institute and maintain any
suit, action or proceeding against the Company to enforce, or otherwise act in
respect of, such registered holder's right to exercise the Rights evidenced by
such Rights Certificate (or, prior to the Distribution Date, such stock
certificate) in the manner provided in such Rights Certificate and in this
Agreement. Without limiting the generality of the foregoing or any remedies
available to the holders of the Rights, it is specifically acknowledged that the
registered holders of the 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 and duties under, and injunctive relief against any actual or
threatened violations of the obligations and duties of any Person subject to,
this Agreement.

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

               (a)    prior to the Distribution Date, the Rights shall be
transferable only simultaneously and together with the transfer of shares of
Common Stock or Series B Preferred Stock of the Company;

               (b)    after the Distribution Date, the Rights Certificates shall
be transferable on the registry books of the Rights Agent only if surrendered at
the principal office of the Rights Agent, with the Form of Assignment and
Certification of Status on the reverse side thereof duly executed, together with
such signature guarantees and other documentation as the Rights Agent may
reasonably request;

               (c)    subject to Sections 6 and 7(d), the Company and the Rights
Agent may deem and treat the Person in whose name any Rights Certificate (or,
prior to the Distribution Date, any stock certificate for Common Stock or Series
B Preferred Stock of the Company) is registered as the absolute owner thereof
and of the Rights represented thereby (notwithstanding any notations of
ownership or other writing on such Rights Certificate or stock certificate made
by anyone other than the Company or the Rights Agent) for all purposes
whatsoever, and neither the Company nor the Rights Agent shall be affected by
any notice to the contrary; and

               (d)    neither the Company nor the Rights Agent shall have any
liability to any holder of a Right or to any other Person because of its
inability to perform any of its obligations or duties under this Agreement by
reason of any applicable law, 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 rule,
regulation or executive order promulgated or enacted by any such governmental
authority prohibiting or otherwise restraining performance of any such
obligation or duty; provided, however, that the Company shall use its best
efforts to have any such injunction, order, decree or ruling lifted or otherwise
overturned as soon as reasonably possible.

               Section 17. Rights Certificate Holder Not Deemed a Stockholder.
No holder, as such, of any Rights Certificate shall be entitled to vote, to
receive dividends or other distributions on or to exercise any preemptive rights
with respect to, or shall be deemed for any

                                       26
<PAGE>

other purpose to be the holder of, the Preferred Shares or other shares of
capital stock of any class of the Company which may at the time be issuable upon
exercise of the Rights represented thereby; nor shall anything contained herein
or in any Rights Certificate be construed to confer upon the holder of any
Rights Certificate, as such, any of the rights of a stockholder of the Company,
or any right to vote for the election of directors or upon any other matter
submitted to stockholders at any meeting thereof, to give or withhold consent to
any corporate action, to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 25) or to receive dividends,
subscription rights or other distributions, until the Rights represented by such
Rights Certificate shall have been exercised, in whole or in part, in accordance
with the provisions hereof.

               Section 18.    Concerning the Rights Agent.
                              ---------------------------

               (a)    The Company covenants and agrees to pay to the Rights
Agent reasonable compensation for all services rendered by it hereunder and,
from time to time on the written request of the Rights Agent, to reimburse it
for all reasonable expenses and counsel fees incurred in connection with the
acceptance and administration of this Agreement and the performance of its
obligations and duties hereunder. The Company also covenants and agrees to
indemnify the Rights Agent for, and to hold it harmless against, any loss,
liability or expense, incurred without negligence, bad faith or willful
misconduct on its part, for any action taken, suffered or omitted by it in
connection with the acceptance and administration of this Agreement and the
performance of its obligations and duties hereunder, including the costs and
expenses of defending against any claim of liability arising therefrom, directly
or indirectly.

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

               Section 19.    Merger or Consolidation of the Rights Agent.
                              -------------------------------------------

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

                                       27
<PAGE>

countersigned, such successor Rights Agent may countersign such Rights
Certificates either in the name of its predecessor Rights Agent or in the name
of such successor Rights Agent; and in all such cases, such Rights Certificates
shall have the full force and effect provided therein and in this Agreement.

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

               Section 20. Duties of the Rights Agent. The Rights Agent
undertakes the obligations and duties imposed by this Agreement upon the
following terms and conditions, by all of which the Company and the holders of
the Rights Certificates (or, prior to the Distribution Date, the stock
certificates for Common Stock and Series B Preferred Stock of the Company), by
accepting the same, shall be bound, and no implied obligations or duties shall
be read into this Agreement against the Rights Agent:

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

               (b)    whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking, suffering or
omitting any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a certificate executed by any one of the
Chairman of the Board, the President, any Vice President, the Treasurer or the
Secretary of the Company and delivered to the Rights Agent; and such certificate
shall be full and complete authorization and protection to the Rights Agent as
to any action taken, suffered or omitted by it in good faith in reliance upon
such certificate;

               (c)    the Rights Agent shall be liable hereunder to the Company
and any other Person only for its own gross negligence, bad faith or willful
misconduct;

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

               (e)    the Rights Agent shall not be responsible for the validity
of this Agreement or the execution and delivery hereof (except for its due
execution hereof) or for the validity or execution of any Rights Certificate
(except for its countersignature thereon); nor shall the Rights Agent be
responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Rights Certificate; nor shall

                                       28
<PAGE>

the Rights Agent be responsible for any change in the exercisability of the
Rights (including Rights becoming void pursuant to Section 7(d)), for any
adjustment or change (or for the manner or method of determining same) in the
terms of the Rights (including any adjustment or change in the Exercise Price or
in the number or kind of shares, securities or other property issuable upon the
exercise thereof) required by Section 11, 13, 23 or 24 or for ascertaining the
existence of facts which would require any such change or adjustment (except
with respect to the exercise of Rights evidenced by Rights Certificates after
actual notice, in the manner provided in Section 12, that such change or
adjustment is required); nor shall the Rights Agent by any act hereunder be
deemed to have made any representation or warranty as to the authorization or
reservation of any Preferred Shares or shares of Common Stock to be issued
pursuant to this Agreement or any Rights Certificate or as to whether any
Preferred Shares or shares of Common Stock will, when issued, be validly
authorized and issued and fully paid and nonassessable;

               (f)    the Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further 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 obligations and
duties hereunder from any one of the Chairman of the Board, the President, any
Vice President, the Treasurer or the Secretary of the Company, and to apply to
such officers for advice or instructions in connection with its obligations and
duties; and the Rights Agent shall not be liable for any action taken, suffered
or omitted by it in good faith and in accordance with the written instructions
of any such officer or for any delay in acting while waiting for such
instructions;

               (h)    the Rights Agent and any stockholder, director, officer or
employee of the Rights Agent may buy, sell or deal in the Rights or in any other
securities of the Company (including the Preferred Shares and its Common Stock)
or become pecuniarily interested in any transaction in which the Company (or any
of its Subsidiaries) may be interested, or contract with or lend money to the
Company (or any of its Subsidiaries), and may otherwise act as fully and freely
as though it were not the Rights Agent under this Agreement; and nothing herein
shall preclude the Rights Agent from acting in any other capacity for the
Company, any of its Subsidiaries or any other entity;

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

               (j)    if, with respect to any Rights Certificate surrendered to
the Rights Agent for exercise or transfer, the Form of Certification of Status
attached to the Form of Election to

                                       29
<PAGE>

Purchase or the Form of Assignment, as the case may be, has either not been
completed or indicates an affirmative response to Question 1 and/or 2 thereof,
the Rights Agent shall not take any further action with respect to the requested
exercise or transfer without first consulting with the Company; and

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

               Section 21. Resignation or Removal of the Rights Agent. The
Rights Agent or any successor Rights Agent may resign and be discharged from its
obligations and duties under this Agreement upon 30 days' prior notice to the
Company and to each transfer agent for the Preferred Shares, the Common Stock
and the Series B Preferred Stock (if any) of the Company, sent by registered or
certified mail, postage prepaid, and to each registered holder of the Rights
Certificates, sent by first-class mail, postage prepaid. The Company may remove
the Rights Agent or any successor Rights Agent upon 30 days' prior notice to the
Rights Agent or successor Rights Agent, as the case may be, and to each transfer
agent for the Preferred Shares, the Common Stock and the Series B Preferred
Stock (if any) of the Company, sent by registered or certified mail, postage
prepaid, and to each registered holder of the Rights Certificates, sent by
first-class mail, postage prepaid. If the Rights Agent or any successor Rights
Agent shall resign or be removed or shall otherwise become incapable of acting,
the Company shall appoint a successor Rights Agent. If the Company shall fail to
make such appointment within 30 days after giving notice of such removal or
after receiving notice of such resignation or incapacity, either from the
resigning or incapacitated Rights Agent or from the registered holder of any
Rights Certificate (who shall, with such notice, submit its Rights Certificate
for inspection by the Company), then the incumbent Rights Agent or the
registered holder of any Rights Certificate may apply to any court of competent
jurisdiction for the appointment of a successor Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a court, shall be (a)
a corporation organized and doing business under the laws of the United States
of America, the State of Delaware, the State of New York or the State of
Illinois (or of any other state so long as such corporation is authorized to do
business as a banking institution in the State of Delaware, the State of New
York or the State of Illinois), be in good standing under the laws of the
jurisdiction of its incorporation, have an office in the State of Delaware, the
State of New York or the State of Illinois, be authorized under such laws to
exercise corporate trust or stock transfer powers, be subject to supervision or
examination by federal or state authority and have at the time of its
appointment as Rights Agent a combined capital and surplus of at least
$50,000,000 or (b) an affiliate of a corporation described in clause (a) of this
sentence. After its appointment, the successor Rights Agent shall be vested with
the same rights, powers, obligations, duties and immunities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment, the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent for
the Preferred Shares, the Common Stock and Series B

                                       30
<PAGE>

Preferred Stock (if any) of the Company, and mail notice thereof to the
registered holders of the Rights Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or any successor Rights Agent or the appointment of any successor thereto.

               Section 22. Issuance of New Rights Certificates. Notwithstanding
any provision of this Agreement or of the Rights Certificates to the contrary,
the Company may, at its option, issue new Rights Certificates evidencing the
Rights in such form as may be approved by the Board to reflect any adjustment or
change in the Exercise Price or in the number or kind of shares, securities or
other property issuable upon exercise of the Rights in accordance with the
provisions of this Agreement; provided, however, that (a) no such Rights
Certificates shall be issued if, and to the extent that, the Company shall be
advised by counsel that such issuance could create a significant risk of
material adverse tax consequences to the Company or to the Persons to whom such
Rights Certificates would be issued and (b) no such Rights Certificates shall be
issued if, and to the extent that, appropriate adjustment shall otherwise have
been made in lieu of the issuance thereof.

               Section 23.    Redemption.
                              ----------

               (a)    The Board may, at its option, at any time prior to the
earliest of (i) the Close of Business on the 10th Business Day after the Share
Acquisition Date, (ii) the occurrence of any Section 13 Event and (iii) the
Final Expiration Date, redeem all, but not less than all, of the then
outstanding Rights at a redemption price of $.01 per Right, adjusted as provided
in subsection (g) of this Section 23 (such redemption price being hereinafter
called the "Redemption Price").

               (b)    In addition to the right of redemption reserved in the
first sentence of subsection (a) of this Section 23, the Board may redeem all,
but not less than all, of the then outstanding Rights at the Redemption Price
after the Share Acquisition Date, but prior to the occurrence of any Section 13
Event, if either (i) the Person who is an Acquiring Person shall have
transferred or otherwise disposed of (either alone or together with its
Affiliates and Associates) such number of shares of Common Stock of the Company,
in one or a series of related transactions not directly or indirectly involving
the Company or any of its Subsidiaries or any Section 13 Event shall have
occurred, as shall result in such Person thereafter being a Beneficial Owner of
less than 10% of the then outstanding shares of Common Stock of the Company, and
after such transfer or other disposition there is no other Acquiring Person, or
(ii) any Section 13 Event shall have occurred which does not involve an
Interested Stockholder and in which all holders of the Common Stock of the
Company are treated the same.

               (c)    Notwithstanding any other provision of this Agreement, the
Rights shall not be exercisable after the first occurrence of any Section
11(a)(ii) Event until such time as the Company's right of redemption under this
Section 23 shall have expired.

               (d)    In considering whether to redeem the Rights, the Board may
consider the best long-term and short-term interests of the Company and its
stockholders, including, without limitation, the effects of the redemption of
the Rights upon employees, creditors, suppliers and

                                       31
<PAGE>

customers of the Company or of its Subsidiaries and upon the communities in
which offices or other establishments of the Company and such Subsidiaries are
located and all other pertinent factors. The redemption of the Rights by the
Board may be made effective at such time, on such basis and with such conditions
as the Board, in its sole discretion, may establish.

               (e)    Immediately after action by the Board directing the
redemption of the Rights pursuant to subsection (a) or (b) of this Section 23,
and without any further action and without any notice, the right to exercise the
Rights shall terminate, and thereafter each registered holder of the Rights
shall only be entitled to receive the Redemption Price therefor. The Company
shall give prompt written notice to the Rights Agent and prompt public notice to
the holders of the Rights of any such redemption; provided, however, that the
failure to give, or any defect in, any such notice shall not affect the validity
of such redemption. Within 10 days after action by the Board directing the
redemption of the Rights, the Company shall mail (or cause the Rights Agent to
mail) a notice of redemption to each registered holder of the then outstanding
Rights, at its last address appearing on the registry books of the Rights Agent
or, prior to the Distribution Date, on the registry books of the transfer agent
for the Common Stock and the Series B Preferred Stock (if any) of the Company.
Any notice which is mailed in the manner provided in this subsection (e) shall
be deemed given, whether or not received by the registered holder to whom sent.
Each notice of redemption shall state the method by which payment of the
Redemption Price is to be made. Neither the Company nor any of its Affiliates or
Associates may at any time redeem, acquire or purchase for value any Rights
other than in the manner set forth in this Section 23 and Section 24 or in
connection with any purchase of outstanding shares of its Common Stock and
Series B Preferred Stock prior to the Distribution Date.

               (f)    The Company may, at its option, pay the Redemption Price
in cash, shares of Common Stock (based on its Fair Market Value (determined as
provided in Section 11(d)) as of the date of redemption) or any other form of
consideration deemed appropriate by the Board.

               (g)    In the event that the Company shall at any time after the
date of this Agreement (i) declare a dividend on its outstanding shares of
Common Stock payable in shares of Common Stock or (ii) effect a subdivision,
combination or consolidation of its 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 Redemption Price after such event shall equal the Redemption
Price in effect immediately prior to such event multiplied by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event; provided,
however, that such adjustment shall be made only if the amount of the Redemption
Price would be reduced or increased by at least $.001 per Right.

               Section 24.    Exchange.
                              --------

               (a)    The Board may, at its option, at any time on or after the
occurrence of any Section 11(a)(ii) Event, exchange all or any part of the then
outstanding and exercisable Rights (which shall not include any Rights which
have become void pursuant to Section 7(d)) for shares of Common Stock of the
Company at an exchange rate of one share of Common Stock per Right,

                                       32
<PAGE>

appropriately adjusted to reflect any event specified in clauses (A) through
(D), inclusive, of the first sentence of Section 11(a)(i) or in Section 11(n)
occurring after the date hereof (such exchange rate being hereinafter called the
"Exchange Rate"); provided, however, that the Board shall not be authorized to
effect such an exchange at any time after any Person (other than an Exempt
Person), together with the Affiliates and Associates of such Person, shall have
become the Beneficial Owner of 50% or more of the then outstanding shares of
Common Stock of the Company.

               (b)    Immediately after action by the Board directing the
exchange of any Rights pursuant to subsection (a) of this Section 24, and
without any further action and without any notice, the right to exercise such
Rights shall terminate, and thereafter each registered holder of such Rights
shall only be entitled to receive the number of shares of Common Stock of the
Company which shall equal the number of such Rights held by such registered
holder multiplied by the Exchange Rate then in effect. The Company shall give
prompt written notice to the Rights Agent and prompt public notice to the
holders of the Rights of any such exchange; provided, however, that the failure
to give, or any defect in, any such notice shall not affect the validity of such
exchange. Within 10 days after action by the Board directing the exchange of any
Rights, the Company shall mail (or cause the Rights Agent to mail) a notice of
exchange to each registered holder of such Rights, at its last address appearing
on the registry books of the Rights Agent or, prior to the Distribution Date, on
the registry books of the transfer agent for the Common Stock and the Series B
Preferred Stock (if any) of the Company. Any notice which is mailed in the
manner provided in this subsection (b) shall be deemed given, whether or not
received by the registered holder to whom sent. Each notice of exchange shall
state the method by which the exchange of shares of Common Stock for Rights will
be effected and, in the event of any partial exchange, the number of Rights
which will be exchanged. Any partial exchange shall be effected pro rata among
the registered holders of the Rights based upon the number of Rights held
(excluding Rights which shall have become void pursuant to Section 7(d)); and,
in such case, a new Rights Certificate evidencing the Rights not being exchanged
shall be prepared and executed by the Company and countersigned and delivered by
the Rights Agent to the registered holder of such Rights.

               (c)    In any exchange pursuant to this Section 24, the Company,
at its option, may substitute Preferred Shares (or Equivalent Preferred Shares)
for shares of Common Stock in effecting an exchange for Rights, at the initial
rate of one one-hundredth of a Preferred Share (or Equivalent Preferred Share)
for each share of Common Stock, appropriately adjusted to reflect any
adjustments in the voting rights of the Preferred Shares pursuant to the
Certificate of Designations attached hereto as Exhibit A, so that the fractional
Preferred Share delivered in lieu of each share of Common Stock shall have the
same voting rights as one share of Common Stock.

               (d)    In the event that there shall not be sufficient authorized
and unissued or treasury shares of Common Stock or Preferred Shares (or
Equivalent Preferred Shares) to permit the exchange of Rights directed by the
Board, the Company shall take all necessary action to authorize and reserve for
issuance such number of additional shares of Common Stock or Preferred Shares
(or Equivalent Preferred Shares) as may be required for issuance upon such
exchange and, if necessary, shall use its best efforts to obtain stockholder
approval thereof.

                                       33
<PAGE>

               (e)    The Company shall not be required to issue fractional
shares of Common Stock in exchange for Rights or to distribute stock
certificates which evidence fractional shares of Common Stock. If the Company
shall determine not to issue fractional shares of Common Stock, the Company
shall pay to the registered holders of the Rights with respect to which such
fractional shares would otherwise be issuable an amount in cash equal to the
same fraction of the Fair Market Value (determined as provided in Section 11(d)
for the Trading Day immediately prior to the date of such exchange) of one share
of Common Stock.

               Section 25.    Notice to Holders of Rights Certificates of
                              Certain Events.
                              -------------------------------------------

               (a)    In the event that at any time after the Distribution Date,
the Company shall propose: (i) to pay any dividend payable in shares of capital
stock of any class of the Company to the holders of Preferred Shares or to make
any other cash distribution to the holders of Preferred Shares (other than a
regular quarterly cash dividend); (ii) to effect any reclassification of the
Preferred Shares (other than a reclassification involving only the subdivision
of the outstanding Preferred Shares); (iii) to make any distribution to the
holders of Preferred Shares described in subsection (b) or (c) of Section 11;
(iv) to effect any Section 13 Event; (v) to pay any dividend on its shares of
Common Stock payable in shares of Common Stock or to effect a subdivision,
combination or consolidation of its outstanding shares of Common Stock (by
reclassification or otherwise than by payment of dividends in shares of Common
Stock); or (vi) to effect the liquidation, dissolution or winding up of the
Company; then, in each such case, the Company shall give to the Rights Agent and
each registered holder of the Rights, in the manner provided in Section 26,
written notice of such proposed action, which shall specify the record date for
such stock dividend or distribution or the date on which such reclassification,
Section 13 Event, liquidation, dissolution or winding up is expected to occur
(and the date for participation therein by the holders of the Common Stock
and/or Preferred Shares if any such date is to be fixed). Such notice shall be
given, in the case of any action described in clause (i) or (iii) of the
preceding sentence, at least 10 days prior to the record date and, in the case
of any other such action, at least 20 days prior to the date of taking of such
proposed action or the date for participation therein by the holders of
Preferred Shares, whichever shall be the earlier.

               (b)    In case any Section 11(a)(ii) Event shall occur, the
Company shall, as soon as practicable thereafter, give to the Rights Agent and
each registered holder of the Rights, in the manner provided in Section 26,
written notice of the occurrence thereof, which notice shall describe such
occurrence and its consequences in reasonable detail.

               Section 26. Other Notices. Except as otherwise provided herein,
notices or demands authorized by this Agreement to be given or made by the
Rights Agent or by the registered holder of any Rights, Rights Certificate or
stock certificate for shares of Common Stock or Series B Preferred Stock of the
Company to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address shall be
filed in writing with the Rights Agent) as follows:

                      Peapod, Inc.
                      9933 Woods Drive
                      Skokie, Illinois 60077

                                       34
<PAGE>

                      Attention:  President

               Except as otherwise provided herein, notices or demands
authorized by this Agreement to be given or made by the Company or by the
registered holder of any Rights, Rights Certificate or stock certificate for
shares of Common Stock or Series B Preferred Stock of the Company to or on the
Rights Agent shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed (until another address shall be filed in writing with
the Company) as follows:

               First Chicago Trust Company of New York, a division of Equiserve
               Suite 4660
               1525 Washington Boulevard
               Jersey City, NJ  07310
               Attention: Tenders & Exchange Administration

               Except as otherwise provided herein, notices or demands
authorized by this Agreement to be given or made by the Company or the Rights
Agent to the registered holder of any Rights, Rights Certificate or stock
certificate for shares of Common Stock or Series B Preferred Stock of the
Company shall be sufficiently given or made if sent by first-class mail, postage
prepaid, addressed to such holder at its last address appearing on the registry
books of the Rights Agent or, prior to the Distribution Date, on the registry
books of the transfer agent for the Common Stock and the Series B Preferred
Stock (if any)of the Company.

               Section 27. Supplements and Amendments. Prior to the Distribution
Date, but subject to the last sentence of this Section 27, the Company and the
Rights Agent, if so directed in writing by the Company, shall supplement or
amend any term, provision or condition of this Agreement, without the approval
of the registered holders of the stock certificates representing the Common
Stock, the Series B Preferred Stock and the Rights. From and after the
Distribution Date, but subject to the last sentence of this Section 27, the
Company and the Rights Agent, if so directed in writing by the Company, shall
supplement or amend this Agreement, without the approval of the registered
holders of the Rights (however represented), in order: (a) to cure any
ambiguity, (b) to correct or supplement any term, provision or condition of this
Agreement which may be defective or inconsistent with any other term, provision
or condition hereof, (c) to shorten or lengthen any time period specified herein
or (d) to change or supplement one or more of the terms, provisions or
conditions hereof in any manner which the Company may deem necessary or
desirable and which shall not adversely affect, as determined by the Board, the
interests of the holders (other than any Restricted Person or the transferees
therefrom specified in Section 7(d) of the Rights (however represented);
provided, however, that this Agreement may not be supplemented or amended
pursuant to clause (c) of this sentence (i) to lengthen any time period (except
as permitted by Section 3(a)(ii)) unless such lengthening is for the purpose of
protecting, enhancing or clarifying the rights of, and/or the benefits to, the
holders (other than any Restricted Person or the transferees therefrom specified
in Section 7(d)) of the Rights or (ii) to lengthen any time period relating to
when the Rights may be redeemed if at such time the Rights are not then
redeemable. Upon the delivery of a certificate from an appropriate officer of
the Company stating that the proposed supplement or amendment is in compliance
with the terms of this Section 27, the Rights Agent shall execute such
supplement or amendment;

                                       35
<PAGE>

provided, however, that the Rights Agent shall not be required to execute any
supplement or amendment which affects any of the Rights Agent's rights, powers,
obligations, duties or immunities under this Agreement without its consent. On
and after the Distribution Date, no supplement or amendment shall be made which
changes the Exercise Price, the number of one one-hundredths of a Preferred
Share for which a Right is exercisable, the Redemption Price or the Final
Expiration Date. Prior to the Distribution Date, the interests of the holders of
the Rights shall be deemed coincident with the interests of the holders of the
Common Stock and the Series B Preferred Stock of the Company.

               Section 28. Successors. All of the terms, provisions and
conditions of this Agreement by or for the benefit of the Company or the Rights
Agent shall bind and inure to the benefit of their respective successors and
assigns.

               Section 29. Certain Determinations and Actions by the Board.
For all purposes of this Agreement, any calculation of the number of shares of
Common Stock outstanding at any particular time, including the determination of
the percentage of such outstanding shares of which any Person is the Beneficial
Owner, shall be made in accordance with the last sentence of Rule
13d-3(d)(1)(i), as in effect on the date hereof, under the Exchange Act. The
Board shall have the exclusive power and authority to interpret this Agreement
and to exercise all rights and powers specifically granted to the Board or to
the Company, or as may be necessary or advisable in the administration of this
Agreement, including, without limitation, the right and power to make all
determinations deemed necessary or advisable for such administration, including,
without limitation, a determination to redeem or not to redeem the Rights, to
exchange or not to exchange the Rights or to supplement or amend this Agreement.
All such calculations, determinations, interpretations and exercises (including,
for purposes of clause (b) below, all omissions with respect to the foregoing)
which are done or made by the Board in good faith shall (a) be final, conclusive
and binding on the Company, the Rights Agent, the holders of the Rights and all
other Persons and (b) not subject any director to any liability to the holders
of the Rights or to any other Person.

               Section 30. Benefits of this Agreement. Nothing in this Agreement
shall be construed to give to any Person other than the Company, the Rights
Agent and the registered holders of the Rights Certificates (and, prior to the
Distribution Date, the registered holders of the stock certificates for the
Common Stock and the Series B Preferred Stock of the Company) any legal or
equitable right, remedy or claim under this Agreement; but this Agreement shall
be for the sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Rights Certificates (and, prior to the Distribution
Date, the registered holders of the stock certificates for the Common Stock and
the Series B Preferred Stock of the Company).

               Section 31. Severability. If any term, provision or condition of
this Agreement shall be held by a court of competent jurisdiction or other
lawful authority to be invalid, void or unenforceable, the remaining terms,
provisions, and conditions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated; provided,
however, that if any such term, provision or condition is held by such court or
authority to be invalid, void or unenforceable and the Board shall determine in
good faith that severing the same from this Agreement would adversely affect the
purposes or effect of

                                       36
<PAGE>

this Agreement, the right of redemption set forth in Section 23 shall be
reinstated and shall not expire until the Close of Business on the 10th day
following the date of such determination by the Board.

               Section 32. Governing Law. This Agreement and each Rights
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts made
and to be performed entirely within such State.

               Section 33. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall for all purposes be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.

               Section 34. Descriptive Headings. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.


                                       37
<PAGE>

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

                                     PEAPOD, INC.


                                     By:    ___________________________________
                                            Name:  Andrew B. Parkinson
                                            Title: Chairman
Attest:


By:     ____________________________
        Name:  Dan Rabinowitz
        Title: Chief Financial Officer
                                      FIRST CHICAGO TRUST COMPANY
                                      OF NEW YORK, A DIVISION OF EQUISERVE


                                      By:   ___________________________________
                                      Name:
                                      Title:
Attest:


By:     _________________________
        Name:
        Title:

                                       38
<PAGE>
                                                                       Exhibit A

                                     FORM OF


                           CERTIFICATE OF DESIGNATIONS


                                       of


                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK


                                       of


                                  PEAPOD, INC.

                         (Pursuant to Section 151 of the

                General Corporation Law of the State of Delaware)



               Peapod, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Company"), does hereby
certify that, pursuant to authority conferred upon its Board of Directors by its
Restated Certificate of Incorporation, and by the provisions of Section 151 of
the General Corporation Law of the State of Delaware, the following resolution
was adopted by its Board of Directors at a meeting duly called and held on May
29, 1997:

               RESOLVED, that, pursuant to the authority conferred upon the
Board of Directors of the Company (the "Board") by the provisions of the
Restated Certificate of Incorporation of the Company and by the provisions of
Section 151 of the General Corporation Law of the State of Delaware, there is
hereby created a series of Preferred Stock of the Company, which series shall
have the following powers, designations, preferences and relative,
participating, optional and other special rights, and the qualifications,
limitations or restrictions thereof, in addition to those set forth in the
Restated Certificate of Incorporation of the Company:

               Section 1. Designation of Series; Number of Shares. The series of
Preferred Stock established hereby shall be designated the "Series A Junior
Participating Preferred Stock" (the "Series A Preferred Stock") and the
authorized number of shares constituting the Series A Preferred Stock shall be
500,000. Such number of authorized shares may be increased or decreased, from
time to time, by resolution of the Board; provided, however, that no such
decrease shall reduce the number of authorized shares of the Series A Preferred
Stock to a number less than the number of shares of the Series A Preferred Stock
then outstanding, plus the
<PAGE>

number of shares of the Series A Preferred Stock then reserved for issuance upon
the exercise of any outstanding options, warrants or rights or the exercise of
any conversion or exchange privilege contained in any outstanding security
issued by the Company.

               Section 2.  Dividends and Distributions.
                           ---------------------------

               (a)    Subject to the rights of the holders of shares of any
other series of the Preferred Stock (or shares of any other class of capital
stock of the Company) ranking senior to the Series A Preferred Stock with
respect to dividends, the holders of shares of the Series A Preferred Stock, in
preference to the holders of shares of Common Stock and of any other class of
capital stock of the Company ranking junior to the Series A Preferred Stock with
respect to dividends, shall be entitled to receive, when, as and if declared by
the Board out of funds legally available therefor, quarterly dividends payable
in cash on the first day of March, June, September, and December in each year
(each such date being a "Dividend Payment Date"), commencing on the first
Dividend Payment Date after the initial issuance of a share or fractional share
of the Series A Preferred Stock, in an amount per share (rounded to the nearest
whole cent) equal to 100 times the aggregate per share amount of all cash
dividends, plus 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 distribution in connection with the subdivision of
the outstanding shares of Common Stock, by reclassification or otherwise),
declared on the Common Stock since the immediately preceding Dividend Payment
Date or, with respect to the first Dividend Payment Date, since the initial
issuance of a share or fractional share of the Series A Preferred Stock. The
multiple of 100 (the "Dividend Multiple") set forth in the preceding sentence
shall be adjusted from time to time as hereinafter provided in this paragraph
(a). In the event that the Company shall at any time after the effective date of
this Certificate of Designations (i) declare or pay any dividend on the Common
Stock payable in shares of Common Stock or (ii) effect a subdivision,
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then, in each
such case, the Dividend Multiple thereafter applicable to the determination of
the amount of dividends per share which the holders of shares of the Series A
Preferred Stock shall be entitled to receive shall be the Dividend Multiple in
effect immediately prior to such event multiplied by a fraction, the numerator
of which shall be the number of shares of Common Stock outstanding immediately
after such event and the denominator of which shall be the number of shares of
Common Stock that were outstanding immediately prior to such event.

               (b)    The Board shall declare, out of funds legally available
therefor, a dividend or distribution on the Series A Preferred Stock, as
provided in paragraph (a) of this Section 2, immediately after it has declared a
dividend or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock).

               (c)    Dividends shall begin to accrue and be cumulative on the
outstanding shares of the Series A Preferred Stock from the Dividend Payment
Date next preceding the date of issuance of such shares, unless such date of
issuance shall be prior to the record date for the first Dividend Payment Date,
in which case dividends on such shares shall begin to accrue and be cumulative
from the date of issuance of such shares, or unless such date of issuance shall
be after the close of business on the record date with respect to any Dividend
Payment Date and on

                                      A-2
<PAGE>

or prior to such Dividend Payment Date, in which case dividends on such shares
shall begin to accrue and be cumulative from such Dividend Payment Date. Accrued
but unpaid dividends shall not bear interest. Dividends paid on shares of the
Series A Preferred Stock in an amount less than the total amount of dividends
then accrued shall be allocated pro rata among such shares. The Board may fix a
record date for the determination of the holders of shares of the Series A
Preferred Stock entitled to receive payment of any dividend or distribution
declared thereon, which record date shall be not more than the number of days
prior to the date fixed for such payment permitted by applicable law.

               Section 3. Voting Rights. In addition to any other voting rights
required by applicable law, the holders of shares of the Series A Preferred
Stock shall have the following voting rights:

               (d)    Each share of the Series A Preferred Stock shall entitle
the holder thereof to 100 votes on all matters submitted to a vote of the
stockholders of the Company. The multiple of 100 (the "Voting Multiple") set
forth in the preceding sentence shall be adjusted from time to time as
hereinafter provided in this paragraph (a). In the event that the Company shall
at any time after the effective date of this Certificate of Designations (i)
declare or pay any dividend on the Common Stock payable in shares of Common
Stock or (ii) effect a subdivision, combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then, in each such case, the Voting Multiple
thereafter applicable to the determination of the number of votes per share to
which the holders of shares of the Series A Preferred Stock shall be entitled
shall be the Voting Multiple in effect immediately prior to such event
multiplied by a fraction, the numerator of which shall be the number of shares
of Common Stock outstanding immediately after such event and the denominator of
which shall be the number of shares of Common Stock that were outstanding
immediately prior to such event.

               (e)    Except as otherwise provided in this Certificate of
Designations, in any other Certificate of Designations establishing another
series of the Preferred Stock (or any series of any other class of capital stock
of the Company) or by applicable law, the holders of the Series A Preferred
Stock, the holders of the Common Stock and the holders of any other class of
capital stock of the Company having general voting rights shall vote together as
a single class on all matters submitted to a vote of the stockholders of the
Company.

               (f)    Except as otherwise provided in this Certificate of
Designations or by applicable law, the holders of the Series A Preferred Stock
shall have no special voting rights and their consent shall not be required
(except to the extent provided in paragraph (b) of this Section 3) for the
taking of any corporate action.

               Section 4.  Certain Restrictions.
                           --------------------

               (g)    Whenever dividends or other 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 outstanding shares of the Series A Preferred Stock shall have been
paid in full, the Company shall not:

                                      A-3
<PAGE>

               (i) declare or pay dividends, or make any other distributions, on
        any shares of any class of capital stock of the Company ranking junior
        (either as to dividends or upon liquidation, dissolution or winding up
        of the Company) to the Series A Preferred Stock;

              (ii) declare or pay dividends, or make any other distributions, on
        any shares of any class of capital stock of the Company ranking on a
        parity (either as to dividends or upon liquidation, dissolution or
        winding up of the Company) 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 accrued and unpaid in proportion to
        the total amounts to which the holders of all such shares are then
        entitled;

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

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

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

               Section 5. Reacquired Shares. Any shares of the Series A
Preferred Stock purchased or otherwise acquired by the Company in any manner
whatsoever shall be retired and canceled promptly after such purchase or
acquisition. All such canceled shares shall thereupon become authorized and
unissued shares of Preferred Stock and may be reissued as part of any new series
of the Preferred Stock, subject to the conditions and restrictions on issuance
set forth in the Certificate of Incorporation of the Company, as amended from
time to time, in any other Certificate of Designations establishing another
series of the Preferred Stock (or any series of any other class of capital stock
of the Company) or in any applicable law.

               Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation (whether voluntary or otherwise), dissolution or winding up of the
Company, no distribution shall be made (a) to the holders of shares of any class
of capital stock of the Company ranking

                                     A-4
<PAGE>

junior (either as to dividends or upon liquidation, dissolution or winding up of
the Company) to the Series A Preferred Stock unless, prior thereto, the holder
of each outstanding share of the Series A Preferred Stock shall have received an
amount equal to the accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment, plus an amount equal to an
aggregate amount, subject to adjustment as hereinafter provided in this Section
6, equal to 100 times the aggregate per share amount to be distributed to the
holders of the Common Stock or (b) to the holders of shares of any class of
capital stock of the Company ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up of the Company) 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 that the Company shall at any time after the effective
date of this Certificate of Designations (a) declare or pay any dividend on the
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 a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then, in each
such case, the aggregate amount per share which the holders of shares of the
Series A Preferred Stock shall thereafter be entitled to receive pursuant to
clause (a)(ii) of the preceding sentence shall be the aggregate amount per share
in effect pursuant to such clause immediately prior to such event multiplied by
a fraction, the numerator of which shall be the number of shares of Common Stock
outstanding immediately after such event and the denominator of which shall be
the number of shares of Common Stock that were outstanding immediately prior to
such event.

               Section 7. Consolidation, Merger, etc. In the event that the
Company shall be a party to any consolidation, merger, combination or other
transaction in which the outstanding shares of Common Stock are converted or
changed into or exchanged for other capital stock, securities, cash or other
property, or any combination thereof, then, in each such case, each share of the
Series A Preferred Stock shall at the same time be similarly converted or
changed into or exchanged for an aggregate amount, subject to adjustment as
hereinafter provided in this Section 7, equal to 100 times the aggregate amount
of capital stock, securities, cash and/or other property (payable in kind), as
the case may be, into which or for which each share of Common Stock is being
converted or changed or exchanged. In the event that the Company shall at any
time after the effective date of this Certificate of Designations (a) declare or
pay any dividend on the Common Stock payable in shares of Common Stock or (ii)
effect a subdivision, combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by payment of a dividend in
shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then, in each such case, the aggregate amount per share which the holders
of shares of the Series A Preferred Stock shall thereafter be entitled to
receive pursuant to the preceding sentence shall be the aggregate amount per
share in effect pursuant to such sentence immediately prior to such event
multiplied by a fraction, the numerator of which shall be the number of shares
of Common Stock outstanding immediately after such event and the denominator of
which shall be the number of shares of Common Stock that were outstanding
immediately prior to such event.

               Section 8. No Redemption. The shares of the Series A Preferred
Stock shall not be redeemable at any time.

                                      A-5
<PAGE>

               Section 9. Rank. Unless otherwise provided in the Certificate of
Designations establishing another series of the Preferred Stock after the
effective date of this Certificate of Designations, the Series A Preferred Stock
shall rank, as to the payment of dividends and the making of any other
distribution of assets of the Company, senior to the Common Stock, but junior to
all other series of the Preferred Stock.

               Section 10. Amendments. The Certificate of Incorporation of the
Company shall not be amended in any manner which would materially alter or
change the powers, preferences and rights of the Series A Preferred Stock so as
to adversely affect any thereof without the affirmative vote of the holders of
at least two-thirds of the outstanding shares of the Series A Preferred Stock,
voting separately as a single class.

               Section 11. Fractional Shares. Fractional shares of the Series A
Preferred Stock may be issued, but, unless the Board shall otherwise determine,
only in multiples of one one-hundredth of a share. The holder of any fractional
share of the Series A Preferred Stock shall be entitled to receive dividends,
participate in distributions, exercise voting rights and have the benefit of all
other powers, preferences and rights relating to the Series A Preferred Stock in
the same proportion as such fractional share bears to a whole share.


                                      A-6
<PAGE>

     IN WITNESS WHEREOF, PEAPOD, INC. has caused this Certificate to be signed
by Thomas L. Parkinson, its Executive Vice President, Content and Consumer
Product Development this ___day of____________, 1997.

                                       PEAPOD, INC.




                                       By:_________________________________
                                          Thomas L. Parkinson
                                          Executive Vice President, Content
                                          and Consumer Product Development











<PAGE>

                                                                       Exhibit B


                                      FORM


                                       of


                               RIGHTS CERTIFICATE



Certificate No. R-                                             _________ Rights
_______ Aggregate Number of
Shares of Series A Junior
Participated Preferred Stock
Initially Purchasable


               NOT EXERCISABLE AFTER JUNE 10, 2007 OR EARLIER IF REDEMPTION OR
               EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE
               OPTION OF PEAPOD, INC., AT $.01 PER RIGHT AND TO EXCHANGE ON THE
               TERMS SET FORTH IN THE AMENDED AND RESTATED STOCKHOLDERS RIGHTS
               AGREEMENT HEREINAFTER MENTIONED. UNDER CERTAIN CIRCUMSTANCES
               DESCRIBED IN SUCH AGREEMENT, RIGHTS BENEFICIALLY OWNED BY A
               RESTRICTED PERSON (AS SUCH TERM IS DEFINED IN SUCH AGREEMENT), OR
               BY SPECIFIED TRANSFEREES FROM A RESTRICTED PERSON, SHALL BE OR
               BECOME VOID.
<PAGE>

                               RIGHTS CERTIFICATE


                                  PEAPOD, INC.

               This certifies that  _________________________,  or registered
assigns, is the registered owner of the number of Rights set forth above, each
of which entitles the owner, subject to the terms, provisions and conditions of
the Amended and Restated Stockholders Rights Agreement dated as of April 13,
2000, as it may be amended from time to time (the "Rights Agreement") between
Peapod, Inc., a Delaware corporation (the "Company"), and First ChicagoTrust
Company of New York, a division of Equiserve (the "Rights Agent"), to purchase
from the Company at any time after the Distribution Date and prior to the Close
of Business on June 10, 2007, at the principal office of the Rights Agent or its
successor as Rights Agent, one one-hundredth of a fully paid and nonassessable
share of Series A Junior Participating Preferred Stock, $.01 par value (the
"Preferred Shares"), of the Company at a price (the "Exercise Price") of $___
per one one-hundredth of a Preferred Share, upon presentation and surrender of
this Rights Certificate with the Form of Election to Purchase and the related
Form of Certification of Status duly executed, together with such signature
guarantees and other documentation as the Rights Agent may reasonably request.
The number of Rights evidenced by this Rights Certificate (as well as the number
of one one-hundredths of a Preferred Share which may be purchased upon the
exercise of each Right) set forth above, and the Exercise Price set forth above,
are the numbers and the Exercise Price as of ________________, based on the
Preferred Shares as constituted on such date. As provided in the Rights
Agreement, such number of Rights (and/or such number of one one-hundredths of a
Preferred Share) and such Exercise Price are subject to change and adjustment
upon the happening of certain events specified in the Rights Agreement.
Capitalized terms not defined herein have the respective meanings specified in
the Rights Agreement.

               From and after the first occurrence of any Section 11(a)(ii)
Event, if the Rights evidenced by this Rights Certificate are Beneficially Owned
by (i) a Restricted Person, (ii) a transferee from a Restricted Person who
becomes a transferee after the Acquiring Person becomes such or (iii) under
certain circumstances specified in the Rights Agreement, a transferee from a
Restricted Person who becomes a transferee prior to or concurrently with the
Acquiring Person becoming such, such Rights shall be or become void, and no
holder hereof shall have any rights whatsoever with respect to such Rights.

               This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are incorporated herein by reference and made a part hereof, to which
Rights Agreement reference is hereby made for a full description of the rights,
powers, obligations, duties and immunities hereunder of the Company, the Rights
Agent and the holders of the Rights Certificates. Under the circumstances set
forth in the Rights Agreement, the exercisability of the Rights represented
hereby may be temporarily suspended. The Rights Agreement is on file at the
principal office of the Company and at the principal office of the Rights Agent,
and a copy will be provided upon written request to the Secretary of the
Company.

                                      B-1
<PAGE>

               Upon surrender at the principal office of the Rights Agent, this
Rights Certificate, with or without other Rights Certificates, may be exchanged
for one or more Rights Certificates of like tenor and date evidencing Rights
entitling the holder to purchase the same aggregate number of one one-hundredths
of a Preferred Share as the Rights evidenced by the Rights Certificates so
surrendered. If this Rights Certificate shall be exercised in part, the holder
hereof shall be entitled to receive, upon surrender hereof, one or more Rights
Certificates for the number of whole Rights not exercised.

               Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Rights Certificate (i) may be redeemed, at the direction of
the Board, at a redemption price (subject to adjustment) of $.01 per Right
(payable in cash, shares of Common Stock of the Company or any other form of
consideration deemed appropriate by the Board) or (ii) under certain
circumstances, may be exchanged, in whole or in part, at the direction of the
Board, for shares of Common Stock of the Company or Preferred Shares at an
exchange rate (subject to adjustment) of one share of Common Stock or one
one-hundredth of a Preferred Share per Right.

               No fractional Preferred Share will be issued upon the exercise of
any Rights represented hereby (other than fractions which are a multiple of one
one-hundredth of a Preferred Share), but in lieu thereof a cash payment will be
made as provided in the Rights Agreement.

               No holder, as such, of this Rights Certificate shall be entitled
to vote, to receive dividends or other distributions on or to exercise any
preemptive rights with respect to, or shall be deemed for any other purpose to
be the holder of, the Preferred Shares or other shares of capital stock of any
class of the Company which may at any time be issuable upon exercise hereof; nor
shall 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
other matter submitted to stockholders at any meeting thereof, to give or
withhold consent to any corporate action, to receive notice of meetings or other
actions affecting stockholders (except as provided in the Rights Agreement) or
to receive dividends, subscription rights or other distributions, until the
Rights evidenced by this Rights Certificate shall have been exercised, in whole
or in part, in accordance with the provisions of the Rights Agreement.

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


                                      B-2
<PAGE>

               IN WITNESS WHEREOF, this Rights Certificate has been executed by
the Company by the duly authorized facsimile signature of a proper officer of
the Company and a facsimile of its corporate seal has been imprinted hereon and
duly attested by the duly authorized facsimile signature of a proper officer of
the Company.

Dated as of _______________, ____.

                                            PEAPOD, INC.


(Corporate Seal)                            By:
                                               --------------------------------
                                            Name:
                                            Title:

ATTEST:


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

Countersigned:

---------------------------------,
as Rights Agent


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


                                      B-3
<PAGE>

                      [Reverse Side of Rights Certificate]


                          FORM OF ELECTION TO PURCHASE

                    (To be executed by the registered holder

                    if such holder desires to exercise Rights

                     represented by this Rights Certificate)

To Peapod, Inc.:

     The undersigned hereby irrevocably elects to exercise __________ Rights
represented by this Rights Certificate to purchase the Preferred Shares (or
other securities, cash or property) issuable upon the exercise of such Rights
and requests that certificates for such Preferred Shares be issued in the name
of:

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

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

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

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

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


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

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


Dated:  _______________, ____


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

                                      B-4
<PAGE>

Signature Guaranteed:
                      --------------------------------

     Signatures must be guaranteed by a participant in a recognized Signature
Guaranty Medallion Program.


                             CERTIFICATION OF STATUS

                      The undersigned hereby certifies by checking the
                      appropriate boxes that:

               (1)    this Rights Certificate

                              [ ] is

                              [ ] is not

being exercised by or on behalf of a Person who is or was a Restricted Person
(as such term is defined in the Rights Agreement); and

               (2)    after due inquiry and to the best knowledge of the
                      undersigned, it

                              [ ] did

                              [ ] did not

acquire, directly or indirectly, the Rights evidenced by this Rights Certificate
from any Person who is, was or subsequently became a Restricted Person.


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

Date:  _______________, ____


                                      B-5
<PAGE>

                                     NOTICE

     The signature(s) on the foregoing Form of Election to Purchase and
Certification of Status must correspond to the name written upon the face of
this Rights Certificate in every particular, without alteration or enlargement
or any change whatsoever.

     In the event the Certification of Status set forth above is not completed,
the Company will deem the Beneficial Owner of the Rights represented by this
Rights Certificate to be a Restricted Person (as such term is defined in the
Rights Agreement), will not honor the Election to Purchase and will affix a
legend to such effect on this Rights Certificate and on any Rights Certificates
issued in exchange for this Rights Certificate.

                                      B-6
<PAGE>

                      [Reverse Side of Rights Certificate]


                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such

               holder desires to transfer this Rights Certificate)

     FOR VALUE RECEIVED _________________________ hereby sells, assigns and
transfers unto ______________________________

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

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

Dated: _______________, ____


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


Signature Guaranteed:
                      --------------------------------

     Signatures must be guaranteed by a participant in a recognized Signature
Guaranty Medallion Program.



                                      B-7
<PAGE>

                             CERTIFICATION OF STATUS

     The undersigned hereby certifies by checking the appropriate boxes that:

                      (1)    this Rights Certificate


                              [ ] is

                              [ ] is not

being sold, assigned or transferred by or on behalf of a Person who is or was a
Restricted Person (as such term is defined in the Rights Agreement); and

                      (2)    after due inquiry and to the best knowledge of the
                             undersigned, it


                              [ ] did

                              [ ] did not

acquire, directly or indirectly the Rights evidenced by this Rights Certificate
from any Person who is, was or subsequently became a Restricted Person.


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

Date:  _______________, ____




                                      B-8
<PAGE>

                                     NOTICE

     The signature(s) on the foregoing Form of Assignment and Certification of
Status must correspond to the name written upon the face of this Rights
Certificate in every particular, without alteration or enlargement or any change
whatsoever.

     In the event the Certification of Status set forth above is not completed,
the Company will deem the Beneficial Owner of the Rights represented by this
Rights Certificate to be a Restricted Person (as such term is defined in the
Rights Agreement), will not honor the Assignment and will affix a legend to such
effect on this Rights Certificate and any Rights Certificates issued in exchange
for this Rights Certificate.



                                      B-9
<PAGE>

                                                                       Exhibit C



                          SUMMARY OF RIGHTS TO PURCHASE


             SHARES OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

     On May 29, 1997, the Board of Directors (the "Board") of Peapod, Inc., a
Delaware corporation (the "Company"), declared a dividend of one preferred stock
purchase right (individually, a "Right" and collectively, the "Rights") for each
share of Common Stock, $.01 par value (the "Common Stock"), of the Company. The
dividend was paid to holders of record of the Common Stock on June 10, 1997, the
effective date of the Company's initial public offering registration statement,
file no. 333-24341 (the "Record Date") to the holders of record of the Common
Stock at the Close of Business on such date. On April 13, 2000, the Board
declared a dividend of Rights with respect to the Series B Convertible Preferred
Stock, par value $.01 per share, of the Company (the "Series B Preferred Stock")
of that the number of Rights equal to the number of shares of Common Stock that
such Series B Preferred Stock are convertible into in accordance with the
Certificate of Designation for the Series B Preferred Stock (the "Series B
Certificate of Designations").

     Each Right entitles the holder thereof (except as described below) to
purchase from the Company one one-hundredth of a share of the Series A Junior
Participating Preferred Stock, $.01 par value (the "Preferred Shares"), of the
Company at a price (the "Exercise Price") of $98 per one one-hundredth of a
Preferred Share, subject to adjustment. The terms of the Rights are set forth in
the Stockholders Rights Agreement dated as of April 13, 2000, as it may be
amended from time to time (the "Rights Agreement") between the Company and First
Chicago Trust Company of New York, a division of Equiserve, as Rights Agent (the
"Rights Agent"). The amended Rights Agreement provides that each share of Series
B Preferred Stock, par value $.01 per share, of the Company shall also have
associated therewith the number of Rights equal to the number of shares of
Common Stock that such Series B Preferred Stock are convertible into in
accordance with the Series B Certificate of Designations. Capitalized terms not
defined herein have the respective meanings specified in the Rights Agreement.

Distribution Date; Transfer of Rights

     Initially, the Rights associated with the Common Stock and the Series B
Preferred Stock outstanding will be evidenced solely by the stock certificates
for such Common Stock or Series B Preferred Stock. The Rights will separate from
the Common Stock and the Series B Preferred Stock upon the earliest to occur of
(i) 10 Business Days after the first public announcement that any Person (other
than an Exempt Person (as hereinafter defined)) has become an Acquiring Person
(as hereinafter defined) and (ii) 10 Business Days (or such other Business Day
as may be determined by action of the Board prior to the time that any Person
shall become an Acquiring Person (as hereinafter defined) after the commencement
by any Person (other than an Exempt Person) of, or the first public announcement
of its intention to commence, a tender or exchange offer if, upon the
consummation thereof, such Person would be the
<PAGE>

Beneficial Owner of 15% or more of the outstanding shares of Common Stock (the
earliest of the dates specified in clauses (i) and (ii) being hereinafter called
the "Distribution Date"). After the Distribution Date, the Rights will be
evidenced solely by separate certificates and will trade independently from the
Common Stock and the Series B Preferred Stock.

     An "Acquiring Person" is any Person who or which, together with its
Affiliates and Associates, has acquired 15% or more of the shares of Common
Stock then outstanding, but does not include (i) the Company, (ii) any
Subsidiary of the Company, (iii) any employee benefit plan or other compensation
program or arrangement of the Company or of any such Subsidiary, (iv) any Person
holding shares of Common Stock for or pursuant to the terms of any such plan,
program or arrangement or (v) Andrew B. Parkinson or Thomas L. Parkinson, and
each Affiliate and Associate thereof (the Persons specified in clauses (i)
through (v) being herein collectively called "Exempt Persons"). Notwithstanding
the foregoing, neither the Investor, nor any of its Affiliates or Associates
shall be deemed an Acquiring Person as a result of the execution and delivery of
the Purchase Agreement or any of the Documents (as defined in the Purchase
Agreement) or the consummation of the transactions contemplated therein,
including, without limitation the acquisition of (i) shares of Series B
Preferred Stock and Warrants (as defined in the Purchase Agreement) issued and
sold by the Company to the Investor under the Purchase Agreement (the "Investor
Securities"), (ii) any securities acquired by the Investor pursuant to their
exercise of preemptive rights pursuant to the Series B Certificate of
Designations, (iii) shares of Common Stock or any other security received or
receivable upon conversion or exercise of any Investor Securities, (iv) any
security received or receivable as a dividend or other distribution with respect
to any Investor Securities, (v) any security received in exchange for or in
replacement of any Investor Securities, or (vi) any security issued or issuable
with respect to any Investor Securities as a result of a change or
reclassification of Investor Securities, a stock split, stock dividend or
similar recapitalization of the Company or any capital reorganization of the
Company; provided, however, that (i) if the Investor would have been an
Acquiring Person but for the foregoing and the Investor becomes the Beneficial
Owner of any additional securities of the Company (other than as expressly
contemplated by the Purchase Agreement) or (ii) if the Investor forms, joins or
in any way participates in a "group" as such term is defined in the Exchange Act
(other than with its Affiliates and Associates), then notwithstanding the
foregoing, the Investor shall be deemed an Acquiring 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," has become so
inadvertently, and such Person divests as promptly as practicable a sufficient
number of shares of Common Stock so that such Person would no longer be an
"Acquiring Person," then such Person shall not be deemed to be an "Acquiring
Person."

     A "Restricted Person" is an Acquiring Person or any Affiliate or Associate
thereof.

     The Rights Agreement provides that, until the Distribution Date (or the
earlier redemption or expiration of the Rights), the Rights may be transferred
only with the associated shares of Common Stock and Series B Preferred Stock.
Until the Distribution Date (or the earlier redemption or expiration of the
Rights), stock certificates for Common Stock and Series B Preferred Stock issued
after the Record Date, either upon transfer of outstanding shares or original
issuance of additional shares of Common Stock or Series B Preferred Stock, will
contain a legend incorporating the Rights Agreement by reference. Until the
Distribution Date (or the

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<PAGE>

earlier redemption or expiration of the Rights), the surrender for transfer of
any stock certificate for shares of Common Stock or Series B Preferred Stock,
with or without such legend and whether or not a copy of this Summary of Rights
is attached thereto, will also constitute the transfer of the Rights associated
with the shares of Common Stock or Series B Preferred Stock represented by such
stock certificate.

     As soon as practicable after the Distribution Date, separate certificates
evidencing the Rights ("Rights Certificates") will be mailed to the holders of
record of the Common Stock and the Series B Preferred Stock as of the Close of
Business on the Distribution Date, which thereafter will constitute the sole
evidence of the Rights. Each share of Common Stock or Series B Preferred Stock
issued by the Company after the Distribution Date and prior to the earlier
redemption or expiration of the Rights, including any shares of Common Stock or
Series B Preferred Stock issued by reason of the exercise of any option,
warrant, right (other than the Rights) or conversion or exchange privilege
(however evidenced) issued by the Company prior to the Distribution Date, will
be accompanied by a Right (unless the Board expressly provides to the contrary
at the time of issuance of any such option, warrant, right or privilege), and
Rights Certificates evidencing such Rights will be issued at the same time as
the stock certificates for the associated shares of Common Stock or Series B
Preferred Stock.

     The Rights are not exercisable until the Distribution Date. Moreover, the
time when the Rights may be exercised is restricted as described in the next
paragraph. The Rights will expire on the tenth anniversary of the Record Date
(the "Final Expiration Date"), unless the Final Expiration Date is extended or
unless the Rights are earlier redeemed or exchanged by the Company, in each case
as described below.

Exercise of Rights Under Certain Circumstances

     In the event that any Person becomes an Acquiring Person, proper provision
will be made so that the registered holder of each Right (other than Rights
Beneficially Owned as described in the next sentence) will thereafter have the
right to receive, upon exercise thereof, the number of shares of Common Stock
which, at the time of the occurrence of such event, will have a market value
equal to two times the then current Exercise Price. After the first occurrence
of either of the events described in the preceding sentence, all Rights which
are, or (under certain circumstances specified in the Rights Agreement) were,
Beneficially Owned by a Restricted Person or specified transferees therefrom
will be or become void. Under no circumstances may a Right be exercised after
the occurrence of either such event unless the Company's right to redeem the
Rights (as described below) has expired.

     If, on or after the date on which any Person has become an Acquiring
Person, any of the following transactions occur: (i) the Company merges into or
consolidates with an Interested Stockholder (as hereinafter defined) or, unless
all holders of the Company's outstanding shares of Common Stock are treated the
same, another Person (with limited designated exceptions); (ii) an Interested
Stockholder or, unless all holders of the Company's outstanding shares of Common
Stock are treated the same, another Person (with limited designated exceptions)
merges into the Company and either (A) all or part of the outstanding shares of
Common Stock of the Company are converted into capital stock or other securities
of any other Person (or the Company), cash and/or other property or (B) such
shares remain

                                      C-3
<PAGE>

outstanding, unconverted and unchanged; or (iii) the Company sells or transfers
50% or more of its consolidated assets or earning power to an Interested
Stockholder (as hereinafter defined) or, unless all holders of the Company's
outstanding shares of Common Stock are treated the same, another Person (with
limited designated exceptions); proper provision will be made so that the
registered holder of each Right (other than Rights which have become void) will
thereafter have the right (the "Flip-Over Right") to receive, upon exercise
thereof, the number of common shares of the acquiror (or of another Person
affiliated therewith) which, at the time of consummation of such transaction,
will have a market value equal to two times the then current Exercise Price. An
"Interested Stockholder" is any Restricted Person or any Affiliate or Associate
of any other Person in which such Restricted Person has an interest, or any
Person acting, directly or indirectly, on behalf of or in concert with any such
Restricted Person.

Adjustments to Exercise Price and Stock Purchasable Upon Exercise

     The Exercise Price payable, the number and kind of shares of capital stock
issuable upon exercise of the Rights and the number of Rights outstanding are
subject to adjustment from time to time to prevent dilution (i) in the event of
a dividend payable in Preferred Shares on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to the holders of
the Preferred Shares of certain options, warrants or rights to subscribe for or
purchase Preferred Shares at a price, or securities convertible into or
exchangeable for Preferred Shares with a conversion or exchange price, less than
the then Fair Market Value of the Preferred Shares or (iii) upon the
distribution to the holders of the Preferred Shares of cash, securities,
evidences of indebtedness or other property (other than a regular quarterly cash
dividend or a dividend payable in Preferred Shares) or options, warrants or
rights (other than those referred to in clause (ii) above).

     The number of outstanding Rights and the number of one one-hundredths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a dividend on the Common Stock payable in shares of
Common Stock or a subdivision, combination or reclassification of the Common
Stock occurring, in any such case, prior to the Distribution Date.

     With certain specified exceptions, no adjustment in the Exercise Price will
be made until the cumulative adjustments required equal at least 1% of the
Exercise Price. The Company is not required to issue fractional Preferred Shares
(other than fractions which are multiples of one one-hundredth of a Preferred
Share), but in lieu thereof the Company would be required to make a cash payment
based on the Fair Market Value of the Preferred Shares on the trading day
immediately preceding the date of exercise.

Terms of Preferred Shares

     The Preferred Shares receivable upon exercise of the Rights will not be
redeemable. Each Preferred Share will entitle the holder thereof to receive a
preferential quarterly dividend equal to 100 times the aggregate per share
amount of all cash dividends, plus 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends and other distributions (other than
in shares of Common Stock), declared on the Common Stock during such quarter,
adjusted to give effect to any dividend on the Common Stock payable in shares of

                                      C-4

<PAGE>

Common Stock or any subdivision, combination or reclassification of the Common
Stock (a "Dilution Event"). Each Preferred Share will entitle the holder thereof
to 100 votes on all matters submitted to a vote of the stockholders of the
Company, voting together as a single class with the holders of the Common Stock
and the holders of any other class of capital stock having general voting
rights, adjusted to give effect to any Dilution Event. In the event of
liquidation of the Company, the holder of each Preferred Share will be entitled
to receive a preferential liquidation payment equal to 100 times the aggregate
per share amount to be distributed to the holders of the Common Stock, adjusted
to give effect to any Dilution Event, plus an amount equal to accrued and unpaid
dividends and distributions on such Preferred Share, whether or not declared, to
the date of such payment. In the event of any merger, consolidation or other
transaction in which the outstanding shares of Common Stock of the Company are
exchanged for or converted into other capital stock, securities, cash and/or
other property, each Preferred Share will be similarly exchanged or converted
into 100 times the per share amount applicable to the Common Stock, adjusted to
give effect to any Dilution Event.

     Because of the nature of the dividend, voting, liquidation and other rights
accorded to each Preferred Share, the value of the one one-hundredth of a
Preferred Share receivable upon the exercise of each Right should approximate
the value of one share of Common Stock.

Redemption of Rights

     At any time prior to the earliest of (i) 10 Business Days after the first
public announcement that any Person (other than an Exempt Person) has become an
Acquiring Person, (ii) the occurrence of any transaction which permits the
exercise of the Flip-Over Right and (iii) the Final Expiration Date, the Board
may redeem the Rights in whole, but not in part, at the redemption price of $.01
per Right, adjusted to give effect to any Dilution Event (the "Redemption
Price"). The redemption of the Rights may be made effective at such time, on
such basis and with such conditions as the Board, in its sole discretion, may
establish. After the redemption period has expired, the Company's right of
redemption may be reinstated, under the circumstances specified in the Rights
Agreement, if either (i) the Person who became an Acquiring Person shall reduce,
in one or a series of related transactions not involving the Company or any
Subsidiary or the occurrence of any transaction which permits the exercise of
the Flip-Over Right, its Beneficial Ownership of the outstanding shares of
Common Stock to less than 10% of such outstanding shares or (ii) in connection
with any transaction which permits the exercise of the Flip-Over Right, which
does not involve an Interested Stockholder and in which all holders of the
Common Stock are treated the same. Immediately after action by the Board
directing the redemption of the Rights, the option to exercise the Rights will
terminate, and thereafter each registered holder of the Rights will only be
entitled to receive the Redemption Price therefor.

Exchange of Rights

     At any time after any Person has become an Acquiring Person and prior to
the time that any Person (other than an Exempt Person), together with its
Affiliates and Associates, has become the Beneficial Owner of 50% or more of the
outstanding shares of Common Stock, the Board may direct that all or any part of
the outstanding Rights (other than Rights which have

                                      C-5

<PAGE>

become void) be exchanged for shares of Common Stock at the exchange rate of one
share of Common Stock (or one one-hundredth of a Preferred Share or of another
share of capital stock of the Company having equivalent rights, preferences and
privileges) per Right, adjusted to give effect to any Dilution Event.

Amendment of the Rights and the Rights Agreement

     Prior to the Distribution Date, the terms of the Rights and the Rights
Agreement may be supplemented or amended by the Board in any manner. From and
after the Distribution Date, the Rights may be supplemented or amended by the
Board, without the approval of the holders of the Rights, in certain respects
which do not adversely affect, as determined by the Board, the interests of such
holders; provided, however, that the Rights Agreement cannot be amended to
lengthen (i) any time period unless such lengthening is for the benefit of the
holders of the Rights or (ii) any time period relating to when the Rights may be
redeemed if at such time the Rights are not then redeemable.

Miscellaneous

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

     A copy of the Rights Agreement is available free of charge from the
Company. This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.



                                      C-6