<PAGE>
                                                                    EXHIBIT 4.48

                                                                  EXECUTION COPY





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                                  METLIFE, INC.

                                       and

                    CHASEMELLON SHAREHOLDER SERVICES, L.L.C.




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



                                RIGHTS AGREEMENT








                            Dated as of April 4, 2000






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<PAGE>
<TABLE>
<CAPTION>
                                       TABLE OF CONTENTS

                                                                                          Page
                                                                                          ----

<S>                                                                                       <C>
Section 1.  Certain Definitions..............................................................1

Section 2.  Appointment of Rights Agent......................................................7

Section 3.  Issue of Right Certificates......................................................7

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

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

Section 6.  Transfer, Split Up, Combination and Exchange of Right Certificates;
        Mutilated, Destroyed, Lost or Stolen Right Certificates..............................9

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

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

Section 9.  Reservation and Availability of Capital Stock...................................12

Section 10.  Preferred Stock Record Date....................................................14

Section 11.  Adjustment of Purchase Price, Number and Kind of Shares or Number of
        Rights..............................................................................14

Section 12.  Certificate of Adjusted Purchase Price or Number of Shares.....................22

Section 13.  Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning
        Power...............................................................................22

Section 14.  Fractional Rights and Fractional Shares........................................25

Section 15.  Rights of Action...............................................................26

Section 16.  Agreement of Right Holders.....................................................26

Section 17.  Right Certificate Holder Not Deemed a Stockholder..............................27
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                       <C>
Section 18.  Concerning the Rights Agent....................................................27

Section 19.  Merger or Consolidation or Change of Name of Rights Agent......................28

Section 20.  Duties of Rights Agent.........................................................29

Section 21.  Change of Rights Agent.........................................................32

Section 22.  Issuance of New Right Certificates.............................................32

Section 23.  Redemption.....................................................................33

Section 24.  Exchange.......................................................................33

Section 25.  Notice of Certain Events.......................................................35

Section 26.  Notices........................................................................35

Section 27.  Supplements and Amendments.....................................................36

Section 28.  Successors.....................................................................37

Section 29.  Determinations and Actions by the Board of Directors, etc......................37

Section 30.  Benefits of this Agreement.....................................................38

Section 31.  Severability...................................................................38

Section 32.  Governing Law..................................................................38

Section 33.  Counterparts...................................................................38

Section 34.  Descriptive Headings...........................................................38
</TABLE>


Exhibit A - Form of Certificate of Designation

Exhibit B - Form of Right Certificate

Exhibit C - Summary of Rights to Purchase Preferred Stock


                                       2
<PAGE>
                                RIGHTS AGREEMENT


               This Rights Agreement, dated as of April 4, 2000 (the
"Agreement"), between MetLife, Inc., a Delaware corporation (the "Company"), and
ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company
(the "Rights Agent"),

                              W I T N E S S E T H :

               WHEREAS, the Board of Directors of the Company has authorized and
declared a dividend distribution of one Right (as hereinafter defined) for each
share of Common Stock (as hereinafter defined) of the Company outstanding at the
Close of Business (as hereinafter defined) on April 4, 2000 (the "Record Date"),
each Right initially representing the right to purchase one one-hundredth
(1/100th) of a share of Series A Junior Participating Preferred Stock, par value
$.01 per share, of the Company having the rights, preferences and limitations
set forth in the Certificate of Designation attached hereto as Exhibit A, upon
the terms and subject to the conditions hereinafter set forth (the "Rights"),
and has further authorized the issuance of one Right (subject to adjustment)
with respect to each share of Common Stock of the Company issued between the
Record Date (whether originally issued or delivered from the Company's treasury)
and the earlier of the Distribution Date (as hereinafter defined) or the
Expiration Date (as hereinafter defined) and, to the extent provided in Section
22 hereof, with respect to each such share issued after the Distribution Date
and prior to the Expiration Date;

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

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

               (a) "Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 10% or more of the shares of Common Stock of the Company
then outstanding, but shall not include any Exempt Person. Notwithstanding the
foregoing:

               (i) no Person shall become an "Acquiring Person" as the result of
        an acquisition of shares of Common Stock by the Company which, by
        reducing the number of shares of Common Stock outstanding, increases the
        proportionate number of shares Beneficially Owned by such Person to 10%
        or more of the shares of Common Stock of the Company then outstanding,
        provided, however, that if a Person shall become the Beneficial Owner of
        10% or more of the shares of Common Stock of the Company by reason of
        share purchases by the Company and shall, after such share purchases by
        the Company, become the Beneficial Owner of any additional shares of
        Common Stock of the Company (other than from the Company pursuant to a
        stock dividend or stock split), then
<PAGE>
        such Person shall be deemed to be an "Acquiring Person" unless, upon
        becoming the Beneficial Owner of such additional shares of Common Stock
        of the Company, such Person is not then the Beneficial Owner of 10% or
        more of the shares of Common Stock of the Company then outstanding;

               (ii) if the Board of Directors of the Company determines in good
        faith that a Person who would otherwise be an "Acquiring Person" has
        become such inadvertently (including, but not limited to, because (A)
        such Person was unaware that he or it Beneficially Owned a percentage of
        Common Stock that would otherwise cause such Person to be an "Acquiring
        Person" or (B) such Person was aware of the extent of his or its
        Beneficial Ownership but had no actual knowledge of the consequences of
        such Beneficial Ownership under this Agreement) and without any
        intention of changing or influencing control of the Company, and if such
        Person as promptly as practicable has divested or divests himself or
        itself of Beneficial Ownership of 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 or to have become an
        "Acquiring Person" for any purposes of this Agreement; and

               (iii) no Person shall become an "Acquiring Person" by virtue of
        beneficial ownership of Common Stock of the Company by any Affiliate
        and/or Associate of such Person, which Affiliate and/or Associate is
        deemed to be an Affiliate and/or Associate of such Person solely by
        reason of such Affiliate and/or Associate being a director or officer of
        the Company.

               (b) "Act" shall have the meaning set forth in Section 9(c)
hereof.

               (c) "Adjustment Shares" shall have the meaning set forth in
Section 11(a)(ii) hereof.

               (d) "Affiliate" and "Associate," when used with reference to any
Person, shall have the respective meanings ascribed to such terms in Rule 12b-2
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), as in effect on the date of this Agreement.

               (e) "Agreement" shall have the meaning set forth in the first
paragraph hereof.

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

               (i) which such Person or any of such Person's Affiliates or
        Associates, directly or indirectly, has the right to acquire (whether
        such right is exercisable immediately or only after the passage of time)
        pursuant to any agreement, arrangement or understanding (whether or not
        in writing), or upon the exercise of conversion rights,


                                       2
<PAGE>
        exchange rights, rights, warrants or options, or otherwise; provided,
        however, that a Person shall not be deemed the "Beneficial Owner" of, or
        to "beneficially own," (A) securities tendered pursuant to a tender or
        exchange offer made by or on behalf of such Person or any of such
        Person's Affiliates or Associates until such tendered securities are
        accepted for payment or exchange, or (B) securities issuable upon
        exercise of Rights at any time prior to the occurrence of a Section
        11(a)(ii) Event or a Section 13 Event, or (C) securities issuable upon
        exercise of Rights from and after the occurrence of a Section 11(a)(ii)
        Event or a Section 13 Event, which Rights were acquired by such Person
        or any of such Person's Affiliates or Associates prior to the
        Distribution Date or pursuant to Section 3(a) or Section 22 hereof (the
        "Original Rights") or pursuant to Section 11(a)(i) hereof in connection
        with an adjustment made with respect to any Original Rights;

               (ii) which such Person or any of such Person's Affiliates or
        Associates, directly or indirectly, has or shares the right to vote or
        dispose of, including pursuant to any agreement, arrangement or
        understanding (whether or not in writing); provided, however, that a
        Person shall not be deemed the "Beneficial Owner" of, or to
        "beneficially own," any security if the agreement, arrangement or
        understanding to vote such security (A) arises solely from a revocable
        proxy or consent given in response to a public proxy or consent
        solicitation made pursuant to, and in accordance with, the Exchange Act
        and the applicable rules and regulations thereunder and (B) is not also
        then reportable by such Person on Schedule 13D under the Exchange Act
        (or any comparable or successor report); or

               (iii) which are beneficially owned, directly or indirectly, by
        any other Person and with respect to which such Person or any of such
        Person's Affiliates or Associates has any agreement, arrangement or
        understanding (whether or not in writing) for the purpose of acquiring,
        holding, voting (except pursuant to a revocable proxy or consent as
        described in the proviso to subparagraph (ii) of this paragraph (f)) or
        disposing of such securities of the Company;

provided, however, that nothing in this paragraph (f) shall cause (A) the Trust,
the trustee and the custodian of the Trust, or any employee, officer or director
of the Company to be the "Beneficial Owner" of, or to "beneficially own" any
securities held by the Trust or (B) Person engaged in business as an underwriter
of securities to be the "Beneficial Owner" of, or to "beneficially own," any
securities acquired through such person's participation in good faith in a firm
commitment underwriting until the expiration of forty days after the date of
such acquisition, and then only if such securities continue to be owned by such
Person at such expiration of 40 days.

               (g) "Business Day" shall mean any day other than a Saturday,
Sunday or day on which banking institutions in the State of New York or the city
in which the office of the Rights Agent as set forth in Section 26 hereof (which
office may change from time to time provided that the Rights Agent gives the
Company reasonable advance notice of such change) is located are authorized or
obligated by law or executive order to close.


                                       3
<PAGE>
               (h) "Certificate of Designation" shall mean the Certificate of
Designation, Preferences and Rights of Series A Junior Participating Preferred
Stock setting forth the powers, preferences, rights, qualifications, limitations
and restrictions of such series of preferred stock of the Company, a copy of
which is attached hereto as Exhibit A.

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

               (j) "Common Stock", when used with reference to the Company shall
mean the Common Stock, par value $0.01 per share, of the Company. "Common Stock"
when used with reference to any Person other than the Company which is organized
in corporate form shall mean the capital stock with the greatest voting power,
or the equity securities or other equity interest having power to control or
direct the management, of such Person or, if such Person is a Subsidiary of
another Person, the Person which ultimately controls such first-mentioned Person
and which has issued any such outstanding capital stock, equity securities or
equity interests. "Common Stock" when used with reference to any Person which is
not organized in corporate form shall mean units of beneficial interest which
(i) shall represent the right to participate generally in the profits and losses
of such Person (including, but not limited to, any flow-through tax benefits
resulting from an ownership interest in such Person) and (ii) shall be entitled
to exercise the greatest voting power of such Person or have power to control or
direct the management or, in the case of a limited partnership, shall have the
power to remove the general partner or partners.

               (k) "Common Stock Equivalents" shall have the meaning set forth
in Section 11(a)(iii) hereof.

               (l) "Company" shall have the meaning set forth in the first
paragraph of this Agreement.

               (m) "Current Market Price" shall have the meaning set forth in
Section 11(d) hereof.

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

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

               (p) "Equivalent Preference Stock" shall have the meaning set
forth in Section 11(b) hereof.

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


                                       4
<PAGE>
               (r) "Exempt Person" shall mean the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or any Subsidiary of the
Company, or any Person organized, appointed or established by the Company or
such Subsidiary as a fiduciary for or pursuant to the terms of any such employee
benefit plan or for the purpose of funding any such plan or funding other
employee benefits for employees of the Company or of any Subsidiary of the
Company.

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

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

               (u) "NASDAQ" shall have the meaning set forth in Section 11(d)(i)
hereof.

               (v) "Original Rights" shall have the meaning set forth in Section
1(f)(i) hereof.

               (w) "Person" shall mean any individual, firm, corporation,
partnership, trust, limited liability company or other entity and shall include
any successor (by merger or otherwise) of such entity.

               (x) "Preferred Stock" shall mean shares of Series A Junior
Participating Preferred Stock, par value $.01 per share, of the Company, having
the rights, preferences and limitations set forth in the Certificate of
Designation, and, to the extent there are not a sufficient number of shares of
Series A Junior Participating Preferred Stock authorized to permit the full
exercise of the then outstanding Rights, any other series of preferred stock of
the Company designated for such purpose by the Board of Directors of the Company
containing terms substantially similar to the terms of the Series A Junior
Participating Preferred Stock.

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

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

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

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

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

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


                                       5
<PAGE>
               (ee) "Rights Agent" shall have the meaning set forth in the first
paragraph of this Agreement.

               (ff) "Section 11(a)(ii) Event" shall have the meaning set forth
in Section 11(a)(ii) hereof.

               (gg) "Section 13 Event" shall have the meaning set forth in
Section 13(a) hereof.

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

               (ii) "Stock Acquisition Time" shall mean the time of occurrence
of whichever of the following first occurs: (i) the first public announcement
(which, for purposes of this definition, shall include, but not be limited to, a
report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an
Acquiring Person that an Acquiring Person has become such or (ii) the
communication to the Company (including, but not limited to, the directors of
the Company) of any notice (including, but not limited to, any written consent
or notice related thereto) from the Acquiring Person indicating or reflecting
that the Acquiring Person has become such.

               (jj) "Subsidiary" shall mean, with respect to any Person, any
corporation or other entity of which securities or other ownership interests
having ordinary voting power sufficient, in the absence of contingencies, to
elect a majority of the board of directors or other persons performing similar
functions are at the time beneficially owned, directly or indirectly, by such
Person, or otherwise controlled by such Person.

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

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

               (mm) "Trust" means the trust created by the Policyholder Trust
Agreement among Metropolitan Life Insurance Company, the Company, Wilmington
Trust Company and ChaseMellon Shareholder Services, L.L.C., as Custodian, dated
as of November 3, 1999.

               (nn) "Voting Stock" shall mean (i) the shares of Common Stock of
the Company and (ii) any other shares of capital stock of the Company entitled
to vote generally in the election of directors or entitled to vote together with
the shares of Common Stock in respect of any merger, consolidation, sale of all
or substantially all of the Company's assets, liquidation, dissolution or
winding up.

               Section 2. Appointment of Rights Agent. The Company hereby
appoints the Rights Agent to act as agent for the Company in accordance with the
terms and conditions hereof,


                                       6
<PAGE>
and the Rights Agent hereby accepts such appointment. The Company may from time
to time act as Co-Rights Agent or appoint such Co-Rights Agents as it may deem
necessary or desirable. Any actions which may be taken by the Rights Agent
pursuant to the terms of this Agreement may be taken by any such Co-Rights
Agent.

               Section 3. Issue of Right Certificates. (a) Until the earlier of
the Close of Business on (i) the tenth day after the date on which the Stock
Acquisition Time occurs, or (ii) the tenth Business Day (or such specified or
unspecified later date on or after the Record Date as may be determined by
action of the Board of Directors of the Company prior to such time as any Person
becomes an Acquiring Person) after 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 for
an amount of Common Stock of the Company which, together with the shares of such
stock already owned by such Person, constitutes 10% or more of the outstanding
Common Stock of the Company (including any such date which is after the date of
this Agreement and prior to the issuance of the Rights) (the earlier of (i) and
(ii) being herein referred to as the "Distribution Date"), (x) the Rights will
be evidenced (subject to the provisions of paragraph (b) of this Section 3) by
the certificates for shares of Common Stock of the Company registered in the
names of the holders of Common Stock of the Company (which certificates for
Common Stock of the Company shall be deemed also to be certificates for Rights)
and not by separate Right Certificates, and (y) the Rights will be transferable
only in connection with the transfer of the underlying Common Stock. As soon as
practicable after the Distribution Date, the Company will send, by first-class,
insured, postage-prepaid mail, to each record holder of Common Stock of the
Company as of the Close of Business on the Distribution Date, at the address of
such holder shown on the records of the Company, a Right Certificate, in
substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing
one Right for each share of Common Stock of the Company so held, subject to
adjustment and to the provisions of Section 14(a) hereof. As of the Close of
Business on the Distribution Date, the Rights will be evidenced solely by such
Right Certificates.

               (b) On the Record Date or as soon as practicable thereafter, the
Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in
substantially the form attached hereto as Exhibit C, by first-class,
postage-prepaid mail, to each record holder of its Common Stock as of the Close
of Business on the Record Date, at the address of such holder shown on the
records of the Company. With respect to certificates for Common Stock of the
Company outstanding as of the Record Date, until the earlier of the Distribution
Date or the Expiration Date, the Rights will be evidenced by such certificates
for Common Stock and the registered holder of the Common Stock shall also be the
registered holder of the associated Rights. Until the earlier of the
Distribution Date or the Expiration Date, the surrender for transfer of any
certificate for Common Stock of the Company outstanding on the Record Date,
shall also constitute the transfer of the Rights associated with the Common
Stock represented by such certificate.


                                       7
<PAGE>
               (c) Certificates issued by the Company for Common Stock (whether
upon transfer of outstanding Common Stock, original issuance or disposition from
the Company's treasury) after the Record Date but prior to the earlier of the
Distribution Date or the Expiration Date shall also be deemed to be certificates
for the Rights and shall have impressed on, printed on, written on or otherwise
affixed to them the following legend:

        This certificate also evidences and entitles the holder hereof to
        certain Rights as set forth in a Rights Agreement between the
        Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights
        Agent, as it may be amended from time to time (the "Rights Agreement"),
        the terms of which are hereby incorporated herein by reference and a
        copy of which is on file at the principal executive offices of the
        Corporation. 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 Corporation will
        mail to the holder of this certificate a copy of the Rights Agreement
        (as in effect on the date of mailing) without charge promptly after
        receipt of a written request therefor. Under certain circumstances set
        forth in the Rights Agreement, Rights beneficially owned by an Acquiring
        Person, or any Associate or Affiliate thereof (as such terms are defined
        in the Rights Agreement), whether currently held by or on behalf of such
        Person or by any subsequent holder, may become null and void.

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

               Section 4. Form of Right Certificates. The Right Certificates
(and the forms of election to purchase, certification and assignment to be
printed on the reverse thereof) shall each be substantially in the form set
forth in Exhibit B hereto and may have such marks of identification or
designation and such legends, summaries or endorsements printed thereon as the
Company may deem appropriate, which do not increase the duties or
responsibilities of the Rights Agent, and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which the Rights may from time to
time be listed, or to conform to usage. Subject to the provisions of Sections 11
and 22 hereof, the Right Certificates, whenever distributed, shall be dated as
of the Record Date and on their face shall entitle the holders thereof to
purchase such number of one one-hundredths of a share of Preferred Stock as
shall be set forth therein at the price per one one-hundredth of a share of
Preferred Stock set forth therein (the "Purchase Price"), but the amount and
type of securities purchasable upon the exercise of each Right and the Purchase
Price thereof shall be subject to adjustment as provided in this Agreement.


                                       8
<PAGE>
               Section 5. Countersignature and Registration. (a) The Right
Certificates shall be executed on behalf of the Company manually or by facsimile
by the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Chief Executive Officer, the President or any Vice President and also by the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Secretary
or any Assistant Secretary. The Right Certificates shall be countersigned by the
Rights Agent manually or by facsimile and shall not be valid for any purpose
unless so countersigned. In case any officer of the Company who shall have
signed any of the Right Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance and delivery by
the Company, such Right Certificates, nevertheless, may be countersigned by the
Rights Agent, and issued and delivered by the Company with the same force and
effect as though the person who signed such Right Certificates had not ceased to
be such officer of the Company; and any Right Certificate may be signed on
behalf of the Company by any person who, at the actual date of the execution of
such Right Certificate, shall be a proper officer of the Company to sign such
Right Certificate, although at the date of the execution of this Rights
Agreement any such person was not such an officer.

               (b) Following the Distribution Date and receipt by the Rights
Agent of all necessary information, the Rights Agent will keep or cause to be
kept, at its office designated for such purpose, books in any form or medium
(including electronic media) for registration and transfer of the Right
Certificates issued hereunder. Such books shall show the names and addresses of
the respective holders of the Right Certificates, the number of Rights evidenced
by each of the Right Certificates on its face and the date and certificate
number of each of the Right Certificates.

               Section 6. Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. (a)
Subject to the provisions of Sections 7(e) and 14 hereof, at any time after the
Close of Business on the Distribution Date, and at or prior to the Close of
Business on the Expiration Date, any Right Certificate or Right Certificates
may be transferred, split up, combined or exchanged for another Right
Certificate or Right Certificates, entitling the registered holder to purchase a
like number of shares of Preferred Stock (or other securities, cash or assets,
as the case may be) as the Right Certificate or Right Certificates surrendered
then entitled such holder (or former holder in the case of a transfer) to
purchase. Any registered holder desiring to transfer, split up, combine or
exchange any Right Certificate or Right Certificates shall make such request in
writing delivered to the Rights Agent, and shall surrender the Right Certificate
or Right Certificates to be transferred, split up, combined or exchanged at the
office of the Rights Agent designated for such purpose. Neither the Rights Agent
nor the Company shall be obligated to take any action whatsoever with respect to
the transfer of any such surrendered Right Certificate or Right Certificates
until the registered holder shall have completed and signed the certificate
contained in the form of assignment on the reverse side of such Right
Certificate or Right Certificates and shall have provided such additional
evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or
Affiliates or Associates thereof as the Company shall reasonably request.
Thereupon the Rights Agent shall, subject to Sections 7(e) and 14 hereof,
countersign and deliver to the Person entitled thereto a


                                       9
<PAGE>
Right Certificate or Right Certificates, as the case may be, as so requested.
The Company may require payment from the holders of Right Certificates 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 such Right
Certificates. The Rights Agent shall have no duty or obligation under this
Section unless and until it is reasonably satisfied that all such taxes and/or
charges have been paid.

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

               Section 7. Exercise of Rights; Purchase Price; Expiration Date of
Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Right
Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein including, but not limited to, the restrictions on
exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a) hereof) in whole
or in part at any time after the Distribution Date upon surrender of the Right
Certificate, with the form of election to purchase and certificate on the
reverse side thereof duly and properly executed, to the Rights Agent at the
office of the Rights Agent designated for such purpose, together with payment of
the Purchase Price for each one one-hundredth of a share of Preferred Stock (or
other shares, securities, cash or other assets, as the case may be) as to which
the Rights are exercised, at or prior to the earliest of (i) the Close of
Business on April 4, 2010 (the "Final Expiration Date"), (ii) the time at which
the Rights are redeemed as provided in Section 23 or (iii) the time at which the
Rights are exchanged as provided in Section 24 (the earliest of (i), (ii) and
(iii) being herein referred to as the "Expiration Date").

               (b) The Purchase Price for each one one-hundredth of a share of
Preferred Stock issued pursuant to the exercise of a Right shall initially be
$70.00, shall be subject to adjustment from time to time as provided in Sections
11 and 13 hereof and shall be payable in lawful money of the United States of
America in accordance with paragraph (c) below.

               (c) Except as otherwise provided herein, upon receipt of a Right
Certificate representing exercisable Rights, with the form of election to
purchase and certificate duly and properly executed, accompanied by payment (in
cash, or by certified bank check or money order payable to the order of the
Company) of the Purchase Price for the Preferred Stock (or other shares,
securities, cash or other assets, as the case may be) to be purchased and an
amount equal to any applicable tax or charge required to be paid by the holder
of the Rights pursuant hereto in cash, or by certified bank check or money order
payable to the order of the Company, the Rights Agent shall, subject to Section
20(k) hereof, (i) (A) promptly requisition from any transfer agent


                                       10
<PAGE>
of the Preferred Stock (or make available, if the Rights Agent is the transfer
agent for such shares) certificates for the number of shares of Preferred Stock
to be purchased (and the Company hereby irrevocably authorizes its transfer
agent to comply with all such requests), or (B) if the Company shall have
elected to deposit the total number of shares of Preferred Stock issuable upon
exercise of the Rights hereunder with a depositary agent, requisition from the
depositary agent depositary receipts representing interests in such number of
one one-hundredths of a share of Preferred Stock as are to be purchased (in
which case certificates for the shares of Preferred Stock represented by such
receipts shall be deposited by the transfer agent with the depositary agent) and
the Company hereby directs the depositary agent to comply with such request,
(ii) when appropriate, requisition from the Company the amount of cash to be
paid in lieu of issuance of fractional shares in accordance with Section 14
hereof, (iii) promptly after receipt of such certificates or depositary
receipts, cause the same to be delivered to or upon the order of the registered
holder of such Right Certificate, registered in such name or names as may be
designated by such holder, and (iv) when appropriate, after receipt, promptly
deliver such cash in lieu of fractional shares to or upon the order of the
registered holder of such Right Certificate. In the event that the Company is
obligated to issue other securities (including common stock of the Company), pay
cash and/or distribute other property pursuant to Section 11(a) hereof, the
Company will make all arrangements necessary so that such other securities, cash
and/or other property are available for distribution by the Rights Agent, if and
when appropriate.

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

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


                                       11
<PAGE>
make any determinations with respect to an Acquiring Person or any of its
Affiliates, Associates or transferees hereunder.

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

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

               Section 9. Reservation and Availability of Capital Stock. (a) The
Company covenants and agrees that it will cause to be reserved and kept
available out of its authorized and unissued shares of Preferred Stock (and,
following the occurrence of a Section 11(a)(ii) Event or a Section 13 Event, out
of its authorized and unissued shares of Common Stock or other securities or out
of its authorized and issued shares held in its treasury), the number of shares
of Preferred Stock (and, following the occurrence of a Section 11(a)(ii) Event
or a Section 13 Event, Common Stock of the Company or other securities) that, as
provided in this Agreement, will be sufficient to permit the exercise in full of
all outstanding Rights.

               (b) So long as the Preferred Stock (and, following the occurrence
of a Section 11(a)(ii) Event or a Section 13 Event, Common Stock of the Company
or other securities) issuable upon the exercise of Rights may be listed on any
national securities exchange, the Company shall use its best efforts to cause,
from and after such time as the Rights become exercisable, all shares reserved
for such issuance to be listed on such exchange upon official notice of issuance
upon such exercise.

               (c) The Company shall use its best efforts to (i) file, as soon
as practicable following the earliest date after the first occurrence of a
Section 11(a)(ii) Event or a Section 13 Event in which the consideration to be
delivered by the Company upon exercise of the Rights has


                                       12
<PAGE>
been determined in accordance with this Agreement, or as soon as is required by
law following the Distribution Date, as the case may be, a registration
statement under the Securities Act of 1933, as amended (the "Act"), with respect
to the securities purchasable upon exercise of the Rights on an appropriate
form, (ii) cause such registration statement to become effective as soon as
practicable after such filing and (iii) cause such registration statement to
remain effective (with a prospectus at all times meeting the requirements of the
Act) until the earlier of (A) the date as of which the Rights are no longer
exercisable for such securities and (B) the Expiration Date. The Company will
also take such action as may be appropriate under, or to ensure compliance with,
the securities or "blue sky" laws of the various states in connection with the
exercisability of the Rights. The Company may, acting by resolution of its Board
of Directors, temporarily suspend, for a period of time not to exceed one
hundred and fifty (150) days after the date set forth in clause (i) of the first
sentence of this Section 9(c), the exercisability of the Rights in order to
prepare and file such registration statement and permit it to become effective.
Upon any such suspension, the Company shall issue a public announcement stating
that the exercisability of the Rights has been temporarily suspended, as well as
a public announcement at such time as the suspension is no longer in effect,
with prompt notice thereof to the Rights Agent. Notwithstanding any provision of
this Agreement to the contrary, the Rights shall not be exercisable in any
jurisdiction if the requisite qualifications in such jurisdiction shall not have
been obtained, the exercise thereof shall not be permitted under applicable law,
or a registration statement shall not have been declared effective.

               (d) The Company covenants and agrees that it will take all such
action as may be necessary to ensure that all one one-hundredths of a share of
Preferred Stock (and, following the occurrence of a Section 11(a)(ii) Event or a
Section 13 Event, Common Stock of the Company or other securities, as the case
may be) delivered upon exercise of Rights shall, at the time of delivery of the
certificates for such shares (subject to payment of the Purchase Price), be duly
and validly authorized and issued and fully paid and nonassessable.

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


                                       13
<PAGE>
               Section 10. Preferred Stock Record Date. Each person in whose
name any certificate for a number of one one-hundredths of a share of Preferred
Stock (or shares of Common Stock of the Company or other securities, as the case
may be) is issued upon the exercise of Rights shall for all purposes be deemed
to have become the holder of record of shares of Preferred Stock (or shares of
Common Stock of the Company or other securities, as the case may be) represented
thereby on, and such certificate shall be dated, the date upon which the Right
Certificate evidencing such Rights was duly surrendered and payment of the
Purchase Price (and any applicable taxes or charges) was made; provided,
however, that if the date of such surrender and payment is a date upon which the
Company's transfer books for the Preferred Stock (or Common Stock or other
securities, as the case may be) are closed, such Person shall be deemed to have
become the record holder of such shares (fractional and otherwise) on, and such
certificate shall be dated, the next succeeding Business Day on which the
Company's transfer books for the Preferred Stock (or Common Stock or other
securities, as the case may be) are open. Prior to the exercise of the Rights
evidenced thereby, the holder of a Right Certificate shall not be entitled to
any rights of a stockholder of the Company with respect to shares for which the
Rights shall be exercisable, including, but not limited to, the right to vote,
to receive dividends or other distributions or to exercise any preemptive
rights, and shall not be entitled to receive any notice of any proceedings of
the Company, except as provided herein.

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

               (a) (i) In the event the Company shall at any time after the date
of this Agreement (A) declare or pay a dividend on the Preferred Stock payable
in shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock into
a greater number of shares, (C) combine or consolidate the outstanding Preferred
Stock into a smaller number of shares or (D) issue any shares of its capital
stock in a reclassification of the Preferred Stock (including, but not limited
to, any such reclassification in connection with a consolidation or merger in
which the Company is the continuing or surviving corporation), except as
otherwise provided in Section 7(e) and this Section 11(a), the Purchase Price
in effect at the time of the record date for such dividend or of the effective
date of such subdivision, combination or reclassification, and the number and
kind of shares of Preferred Stock or capital stock, as the case may be, issuable
on such date, shall be proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive, upon payment of the
Purchase Price then in effect, the aggregate number and kind of shares of
Preferred Stock or capital stock, as the case may be, which, if such Right had
been exercised immediately prior to such date and at a time when the Preferred
Stock or capital stock, as the case may be, transfer books of the Company were
open, he would have owned upon such exercise and been entitled to receive by
virtue of such dividend, subdivision, combination or reclassification. If an
event occurs which would require an adjustment under both Section 11(a)(i) and
Section 11(a)(ii) hereof, the adjustment provided for in this Section 11(a)(i)


                                       14
<PAGE>
shall be in addition to, and shall be made prior to, any adjustment required
pursuant to Section 11(a)(ii) hereof.

                 (ii) In the event (a "Section 11(a)(ii) Event") that any
Person, alone or together with its Affiliates and Associates, shall become an
Acquiring Person, then each holder of a Right, except as provided below and in
Section 7(e) hereof, shall thereafter have the right to receive, upon exercise
thereof at the then current Purchase Price in accordance with the terms of this
Agreement, in lieu of a number of one one-hundredths of a share of Preferred
Stock, such number of shares of Common Stock of the Company as shall equal the
result obtained by (x) multiplying the then current Purchase Price by the number
of one one-hundredths of a share of Preferred Stock for which a Right was
exercisable immediately prior to the first occurrence of such Section 11(a)(ii)
Event, whether or not such Right was then exercisable, and (y) dividing that
product (which, following such first occurrence, shall thereafter be adjusted as
appropriate in accordance with Section 11(f) hereof and, as so adjusted, shall
be referred to as the "Purchase Price" for each Right and for all purposes of
this Agreement) by 50% of the Current Market Price per share of the Common Stock
of the Company on the date of such first occurrence (such number of shares being
hereinafter referred to as the "Adjustment Shares"). The Company shall notify
the Rights Agent as to any Persons who are deemed by the Company to be Acquiring
Persons or Associates, Affiliates or transferees (as described in subparagraphs
(ii) and (iii) of Section 7(e) hereof) of such Persons and shall identify any
Rights pertaining thereto.

                 (iii) In lieu of issuing shares of Common Stock of the Company
in accordance with Section 11(a)(ii) hereof, the Company, acting by resolution
of its Board of Directors, may, and, in the event that the number of shares of
Common Stock which are authorized by the Company's Amended and Restated
Certificate of Incorporation but not outstanding or reserved for issuance for
purposes other than upon exercise of the Rights are not sufficient to permit
exercise in full of the Rights in accordance with Section 11(a)(ii) hereof, the
Company, acting by resolution of its Board of Directors, shall (A) determine the
excess of (1) the value of the Adjustment Shares issuable upon the exercise of a
Right (the "Current Value"), over (2) the Purchase Price attributable to each
Right (such excess, the "Spread") and (B) with respect to each Right (subject to
Section 7(e) hereof), make adequate provision to substitute for all or any part
of the Adjustment Shares, upon payment of the applicable Purchase Price, (1)
cash, (2) a reduction in the Purchase Price, (3) Preferred Stock or other equity
securities of the Company (including, but not limited to, shares, or units of
shares, of preferred stock which the Board of Directors of the Company has
deemed to have the same value as shares of Common Stock of the Company (such
Preferred Stock or shares or units of preferred stock hereinafter called "Common
Stock Equivalents")), (4) debt securities of the Company, (5) other assets or
(6) any combination of the foregoing, which, when combined with the Adjustment
Shares (if any) to be issued, has an aggregate value equal to the Current
Value, where such aggregate value has been determined by action of the Board of
Directors of the Company based upon the advice of a nationally recognized
investment banking firm selected by the Board of Directors of the Company;
provided, however, if the Company shall not have made adequate provision to
deliver value pursuant to clause (B) above within thirty (30) days following the
first occurrence of a Section 11(a)(ii) Event, then the


                                       15
<PAGE>
Company shall be obligated to deliver, upon the surrender for exercise of a
Right and without requiring payment of the Purchase Price, shares of Common
Stock of the Company (to the extent available) and then, if necessary, cash,
which shares or cash have an aggregate value equal to the Spread. If, after the
occurrence of a Section 11(a)(ii) Event, the number of shares of Common Stock
that are authorized by the Company's Amended and Restated Certificate of
incorporation but not outstanding or reserved for issuance for purposes other
than upon exercise of the Rights are not sufficient to permit exercise in full
of the Rights in accordance with Section 11(a)(ii) hereof and the Company,
acting by resolution of its Board of Directors, shall determine in good faith
that it is likely that sufficient additional shares of its Common Stock could be
authorized for issuance upon exercise in full of the Rights, the thirty (30) day
period set forth above may be extended to the extent necessary, but not more
than one hundred and fifty (150) days after the occurrence of such Section
11(a)(ii) Event, in order that the Company may seek stockholder approval for the
authorization of such additional shares (such period as it may be extended, the
"Substitution Period"). To the extent that the Company determines that some
action is to be taken pursuant to the terms of this Section 11(a)(iii), the
Company (x) shall provide, subject to Section 7(e) hereof, that such action
shall apply uniformly to all outstanding Rights and (y) may suspend the
exercisability of the Rights until the expiration of the Substitution Period in
order to seek such stockholder approval for the authorization of additional
shares or to decide the appropriate form of distribution to be made pursuant to
the first sentence of this Section 11(a)(iii) and to determine the value
thereof. In the event of any such suspension, the Company shall issue a public
announcement stating that the exercisability of the Rights has been temporarily
suspended, as well as a public announcement at such time as the suspension is no
longer in effect, in each case with prompt notice thereof to the Rights Agent.
For purposes of this Section 11(a)(iii), the value of the Common Stock of the
Company shall be the Current Market Price per share of the Common Stock of the
Company on the date of the first occurrence of the Section 11(a)(ii) Event, and
the per share or per unit value of any Common Stock Equivalents shall be deemed
to equal the Current Market Price per share of the Common Stock of the Company
on such date.

               (b) In the event that the Company shall fix a record date for the
issuance of rights, options or warrants to all holders of shares of Preferred
Stock entitling them (for a period expiring within 45 calendar days after such
record date) to subscribe for or purchase Preferred Stock (or shares having the
same rights, privileges and preferences as the shares of Preferred Stock
("Equivalent Preference Stock")) or securities convertible into shares of
Preferred Stock or Equivalent Preference Stock at a price per share of Preferred
Stock or Equivalent Preference Stock (or having a conversion price per share, if
a security convertible into shares of Preferred Stock or Equivalent Preference
Stock) less than the Current Market Price per share of the Preferred Stock (as
defined in Section 11(d)) on such record date, the Purchase Price to be in
effect after such record date shall be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a fraction, the
numerator of which shall be the number of shares of Preferred Stock outstanding
on such record date plus the number of additional shares of Preferred Stock
and/or Equivalent Preference Stock which the aggregate offering price of the
total number of shares so to be offered (and/or the aggregate initial conversion
price of the


                                       16
<PAGE>
convertible securities so to be offered) would purchase at such Current Market
Price, and the denominator of which shall be the number of shares of Preferred
Stock outstanding on such record date plus the number of additional shares of
Preferred Stock or Equivalent Preference Stock to be offered for subscription or
purchase (or into which the convertible securities so to be offered are
initially convertible). In case such subscription price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such consideration shall be as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent. Such adjustment shall be made successively whenever
such a record date is fixed; and in the event that such rights, options or
warrants are not so issued, the Purchase Price shall be adjusted to be the
Purchase Price which would then be in effect if such record date had not been
fixed.

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

               (d) (i) For the purpose of any computation hereunder, the
"Current Market Price" per share of Common Stock of the Company on any date
shall be deemed to be the average of the daily closing prices per share of such
Common Stock of the Company for the thirty (30) consecutive Trading Days
immediately prior to but not including such date; provided, however, that in the
event that the Current Market Price per share of Common Stock of the Company is
determined during a period following the announcement by the issuer of such
Common Stock of (A) a dividend or distribution on such Common Stock payable in
shares of such Common Stock or securities convertible into such Common Stock
(other than the Rights) or (B) any subdivision, combination or reclassification
of such Common Stock, and prior to the expiration of the thirty (30) Trading
Days after but not including the ex-dividend date for such dividend or
distribution, or the record date for such subdivision, combination or
reclassification, as the case may be, then, and in each such case, the Current
Market Price shall be appropriately adjusted to take into account the
ex-dividend trading. The closing price for each day shall be the
last sale price, regular


                                       17
<PAGE>
way, or, in case no such sale takes place on such day, the average of the
closing bid and asked prices, regular way, in either case as reported in the
principal consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange or, if the shares
of Common Stock of the Company are not listed or admitted to trading on the New
York Stock Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national
securities exchange on which the shares of Common Stock of the Company are
listed or admitted to trading or, if the shares of Common Stock of the Company
are not listed or admitted to trading on any national securities exchange, the
last quoted price or, if not so quoted, the average of the high bid and low
asked prices in the over-the-counter market, as reported by the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") or such
other system then in use, or, if on any such date the shares of Common Stock of
the Company are not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker making a market
in shares of Common Stock of the Company selected by the Company, acting by
resolution of the Board of Directors of the Company, or, if on any such date no
market maker is making a market in shares of Common Stock of the Company, the
fair value of such shares on such date as determined in good faith by the
Company, acting by resolution of the Board of Directors of the Company (which
determination shall be described in a statement filed with the Rights Agent and
shall be conclusive for all purposes). The term "Trading Day" shall mean a day
on which the principal national securities exchange on which the shares of
Common Stock of the Company are listed or admitted to trading is open for the
transaction of business or, if the shares of Common Stock of the Company are not
listed or admitted to trading on any national securities exchange, a Business
Day.

            (ii) For the purpose of any computation hereunder, the "Current
Market Price" per share of Preferred Stock shall be determined in the same
manner as set forth for the Common Stock of the Company in Section 11(d)(i)
hereof (other than the last clause of the second sentence thereof). If the
Current Market Price per share of Preferred Stock cannot be determined in the
manner provided above or if the Preferred Stock is not publicly held or listed
or traded in a manner described in Section 11(d)(i) hereof, the Current Market
Price per share of Preferred Stock shall be conclusively deemed to be an amount
equal to 100 (as such number may be appropriately adjusted for such events as
stock splits, stock dividends and recapitalizations with respect to the Common
Stock of the Company occurring after the date of this Agreement) multiplied by
the Current Market Price per share of the Common Stock of the Company. If
neither the Common Stock of the Company nor the Preferred Stock is publicly held
or so listed or traded, the Current Market Price per share of Preferred Stock
shall mean the fair value per share as determined in good faith by the Company,
acting by resolution of its Board of Directors, whose determination shall be
described in a statement filed with Rights Agent and shall be conclusive for all
purposes. For all purposes of this Agreement, the Current Market Price of one
one-hundredth of a share of Preferred Stock shall be equal to the Current Market
Price of one share of Preferred Stock divided by 100.


                                       18
<PAGE>
               (e) Anything herein to the contrary notwithstanding, no
adjustment in the Purchase Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in such price; provided, however,
that any adjustments which by reason of this Section 11(e) are not required to
be made shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 11 shall be made to the nearest
cent or to the nearest ten-thousandth of a share of Common Stock or other share
or the nearest one-millionth of a share of Preferred Stock, as the case may be.
Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
years from the date of the transaction which mandates such adjustment or (ii)
the Expiration Date.

               (f) If as a result of an adjustment made pursuant to Section
11(a) or Section 13(a) hereof, the holder of any Right thereafter exercised
shall become entitled to receive any shares of capital stock of the Company
other than Preferred Stock, thereafter the Purchase Price and the number of such
other shares so receivable upon exercise of any Right shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Preferred Stock contained in
Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m) inclusive, and
the provisions of Sections 7, 9, 10, 13 and 14 with respect to the Preferred
Stock shall apply on like terms to any such other shares; provided, however,
that the Company shall not be liable for its inability to reserve and keep
available for issuance upon exercise of the Rights pursuant to Section 11(a)(ii)
a number of shares of its Common Stock greater than the number then authorized
by the Amended and Restated Certificate of Incorporation of the Company but not
outstanding or reserved for any other purpose.

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

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

               (i) The Company may elect on or after the date of any adjustment
of the Purchase Price to adjust the number of Rights, in substitution for any
adjustment in the number of


                                       19
<PAGE>
one one-hundredths of a share of Preferred Stock purchasable upon the exercise
of a Right. Each of the Rights outstanding after such adjustment of the number
of Rights shall be exercisable for the number of one one-hundredths of a share
of Preferred Stock for which a Right was exercisable immediately prior to such
adjustment. Each Right held of record prior to such adjustment of the number of
Rights shall become that number of Rights (calculated to the nearest
ten-thousandth) obtained by dividing the Purchase Price in effect immediately
prior to adjustment of the Purchase Price by the Purchase Price in effect
immediately after adjustment of the Purchase Price. The Company shall make a
public announcement of its election to adjust the number of Rights, indicating
the record date for the adjustment, and, if known at the time, the amount of the
adjustment to be made, with prompt notice thereof to the Rights Agent. This
record date may be the date on which the Purchase Price is adjusted or any day
thereafter, but, if the Right Certificates have been issued, shall be at least
10 days later than the date of the public announcement. If Right Certificates
have been issued, upon each adjustment of the number of Rights pursuant to this
Section 11(i), the Company shall, as promptly as practicable, cause to be
distributed to holders of record of Right Certificates on such record date Right
Certificates evidencing, subject to Section 14 hereof, the additional Rights to
which such holders shall be entitled as a result of such adjustment, or, at the
option of the Company, shall cause to be distributed to such holders of record
in substitution and replacement for the Right Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if required by the
Company, new Right Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment. Right Certificates so to be distributed
shall be issued, executed and countersigned in the manner provided for herein
(and may bear, at the option of the Company, the adjusted Purchase Price) and
shall be registered in the names of the holders of record of Right Certificates
on the record date specified in the public announcement.

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

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

               (l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer, with prompt notice thereof to
the Rights Agent until the occurrence of such event the issuing to the holder of
any Right exercised after such record date the Preferred Stock, or a fraction
thereof, and other capital stock or securities of the Company,


                                       20
<PAGE>
if any, issuable upon such exercise over and above the Preferred Stock and other
capital stock or securities of the Company, if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
shares (fractional or otherwise) or securities upon the occurrence of the event
requiring such adjustment.

               (m) Anything in this Section 11 to the contrary notwithstanding,
the Company, acting by resolution of its Board of Directors shall be entitled to
make such reductions in the Purchase Price, in addition to those adjustments
expressly required by this Section 11, as and to the extent that it in its sole
discretion shall determine to be advisable in order that any consolidation or
subdivision of the Preferred Stock, issuance wholly for cash of any Preferred
Stock at less than the Current Market Price, issuance wholly for cash of
Preferred Stock or securities which by their terms are convertible into or
exchangeable for Preferred Stock, stock dividends or issuance of rights, options
or warrants referred to hereinabove in this Section 11, hereafter made by the
Company to holders of its Preferred Stock shall not be taxable to such
stockholders .

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

               (o) The Company covenants and agrees that, after the Distribution
Date, it will not, except as permitted by Section 23, Section 24 or Section 27
hereof, take (or permit any Subsidiary to take) any action if at the time such
action is taken it is reasonably foreseeable that such action will diminish
substantially or eliminate the benefits intended to be afforded by the Rights.

               (p) Anything in this Agreement to the contrary notwithstanding,
in the event the Company shall at any time after the date of this Agreement and
prior to the Distribution Date (i) declare or pay any dividend on its Common
Stock payable in Common Stock of the Company or (ii) subdivide its outstanding
Common Stock into a greater number of shares (by reclassifica-


                                       21
<PAGE>
tion or otherwise than by payment of dividends in Common Stock) or (iii) combine
or consolidate its outstanding Common Stock into a smaller number of shares,
then in any such case, (x) the number of one one-hundredths of a share of
Preferred Stock purchasable after such event upon proper exercise of each Right
shall be determined by multiplying the number of one one-hundredths of a share
of Preferred Stock so purchasable immediately prior to such event by a fraction,
the numerator of which is the number of shares of Common Stock of the Company
outstanding immediately before such event and the denominator of which is the
number of shares of such Common Stock outstanding immediately after such event
and (y) action shall be taken such that each share of Common Stock of the
Company outstanding immediately after such event shall have issued with respect
to it that number of Rights which each share of Common Stock of the Company
outstanding immediately prior to such event had issued with respect to it. The
adjustments provided for in this Section 11(p) shall be made successively
whenever such a dividend is declared or paid or such a subdivision, combination
or consolidation is effected. If an event occurs which would require an
adjustment under Section 11(a)(ii) and this Section 11(p), the adjustments
provided for in this Section 11(p) shall be in addition and prior to any
adjustment required pursuant to Section 11(a)(ii).

               Section 12. Certificate of Adjusted Purchase Price or Number of
Shares. Whenever an adjustment is made as provided in Sections 11 and 13, the
Company shall (a) promptly prepare a certificate setting forth such adjustment
and a brief statement of the facts and computations accounting for such
adjustment, (b) promptly file with the Rights Agent and with each transfer agent
for its Common Stock and Preferred Stock a copy of such certificate and (c) mail
a brief summary thereof to each holder of a Right Certificate (or if prior to
the Distribution Date, to each holder of a certificate representing shares of
its Common Stock) in accordance with Section 26 hereof. Notwithstanding the
foregoing sentence, the failure of the Company to make such certificates or give
such notice shall not affect the validity or the force or effect of the
requirement for such adjustment. The Rights Agent shall be fully protected in
relying on any such certificate and on any adjustment therein contained and
shall have no duty with respect to and shall not be deemed to have knowledge of
any such adjustment unless and until it shall have received such certificate.
Any adjustment to be made pursuant to Sections 11 and 13 shall be effective as
of the date of the event giving rise to such adjustment.

               Section 13. Consolidation, Merger or Sale or Transfer of Assets,
Cash Flow or Earning Power. (a) In the event (a "Section 13 Event") that,
following the Stock Acquisition Time, directly or indirectly, (x) the Company
shall consolidate or otherwise combine with or merge with or into, any other
Person (other than a wholly owned Subsidiary of the Company in a transaction
which complies with Section 11(o) hereof) and the Company shall not be the
surviving or continuing corporation of such consolidation, combination or
merger, (y) any Person (other than a wholly owned Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof) shall consolidate or
otherwise combine with or merge with or into the Company and the Company shall
be the surviving or continuing corporation of such consolidation, combination
or merger and, in connection therewith, all or part of the Common Stock of the
Company shall be changed into or exchanged for stock or other securities of the
Company or any


                                       22
<PAGE>
other Person or cash or any other property or (z) the Company shall sell or
otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise
transfer), in one or more transactions, assets, cash flow or earning power
aggregating more than 50% of the assets, cash flow or earning power of the
Company and its Subsidiaries (taken as a whole and calculated on the basis of
the Company's most recent regularly prepared financial statement) to any other
Person or Persons (other than the Company or any wholly owned Subsidiary of the
Company in one or more transactions each of which complies with Section 11(o)
hereof), then, and in each such case (except as provided in Section 13(d)
hereof), proper provision shall be made so that (i) each holder of a Right
(except as provided in Section 7(e) hereof) shall thereafter have the right to
receive, upon the exercise thereof at the then current Purchase Price in
accordance with the terms of this Agreement, such number of validly authorized
and issued, fully paid, nonassessable and freely tradable shares of Common Stock
of the Principal Party (as hereinafter defined), not subject to any liens,
encumbrances, rights of call, rights of first refusal or other adverse claims,
as shall be equal to the result obtained by dividing the then current Purchase
Price by 50% of the Current Market Price per share of Common Stock of such
Principal Party on the date of con summation of such merger, consolidation, sale
or transfer (provided that the Purchase Price and the number of shares of Common
Stock of such Principal Party so receivable upon exercise of a Right shall, from
and after such Section 13 Event, be subject to further adjustment in accordance
with Section 11(f) hereof to reflect any events occurring in respect of the
Common Stock of such Principal Party after the occurrence of such Section 13
Event); (ii) such Principal Party shall thereafter be liable for, and shall
assume, by virtue of such Section 13 Event, all the obligations and duties of
the Company pursuant to this Agreement; (iii) the term "Company" shall
thereafter be deemed to refer to such Principal Party, it being specifically
intended that the provisions of Section 11 hereof shall apply only to such
Principal Party following the first occurrence of a Sec tion 13 Event; (iv) such
Principal Party shall take such steps (including, but not limited to, the
reservation of a sufficient number of shares of its Common Stock in accordance
with Section 9 hereof) in connection with such consummation as may be necessary
to assure that the provisions hereof shall thereafter be applicable, as nearly
as reasonably may be possible, in relation to its shares of Common Stock
thereafter deliverable upon the exercise of the Rights; and (v) the provisions
of Section 11(a)(ii) hereof shall be of no effect following the first occurrence
of any Section 13 Event.

               (b) "Principal Party" shall mean:

               (i) in the case of any transaction described in clause (x) or (y)
        of the first sentence of Section 13(a) hereof: (A) the Person that is
        the issuer of any securities into which shares of Common Stock of the
        Company are converted in such merger or consolidation, or (B) if no
        securities are so issued, (x) the Person that is the other party to such
        merger, if such Person survives such merger, or (y) if the Person that
        is the other party to the merger does not survive the merger, the Person
        that does survive the merger (including the Company if it survives) or
        (z) the Person resulting from the consolidation; and


                                       23
<PAGE>
                  (ii)in the case of any transaction described in clause (z) of
        the first sentence of Section 13(a) hereof, the Person that is the party
        receiving the greatest portion of the assets, cash flow or earning power
        transferred pursuant to such transaction or transactions;

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

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

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

               (ii) take all such other action as may be necessary to enable the
        Principal Party to issue the securities purchasable upon exercise of the
        Rights, including, but not limited to, the registration or qualification
        of such securities under all requisite securities laws of jurisdictions
        of the various states and the listing of such securities on such
        exchanges and trading markets as may be necessary or appropriate; and

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

The provisions of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers. In the event that a Section 13 Event
shall occur at any time after the occurrence of a Section 11(a)(ii) Event, the
Rights which have not theretofore been exercised shall thereafter, subject to
Section 7(e) hereof, become exercisable in the manner described in Section 13(a)
hereof.


                                       24
<PAGE>
                  (d) The Company covenants and agrees that it will not, after
the occurrence of a Section 11(a)(ii) Event, engage in any Section 13 Event if
at the time of or after such event there are any charter or by-law provisions or
any rights, warrants or other instruments outstanding or any other action taken
which would diminish or otherwise eliminate the benefits intended to be afforded
by the Rights.

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

                  (b) The Company shall not be required to issue fractions of
shares of Preferred Stock (other than fractions which are integral multiples of
one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or
to distribute certificates which evidence fractional shares (other than
fractions which are integral multiples of one one-hundredth of a share of
Preferred Stock). Fractions of Preferred Stock in integral multiples of one
one-hundredth of a share of Preferred Stock may, at the election of the Company,
be evidenced by depositary receipts, pursuant to an appropriate agreement
between the Company and a depositary selected by it, provided that such
agreement shall provide that the holders of depositary receipts shall have all
the rights, privileges and preferences to which they are entitled as beneficial
owners of the Preferred Stock. In lieu of fractional shares which are not
integral multiples of one one-hundredth of a share of Preferred Stock, the
Company shall pay to the registered holders of Right Certificates at the time
such Right Certificates are exercised as herein provided an amount in cash equal
to the same fraction of the current market value of one share of Preferred
Stock. For



                                       25
<PAGE>
purposes of this Section 14(b), the current market value of a share of Preferred
Stock shall be the closing price of a share of Preferred Stock (as determined
pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to
the date of such exercise.

                  (c) Following the occurrence of a Section 11(a)(ii) Event or a
Section 13 Event, the Company shall not be required to issue fractions of shares
of its Common Stock upon exercise of the Rights or to distribute certificates
which evidence fractional shares of its Common Stock. In lieu of fractional
shares of its Common Stock, the Company may pay to the registered holders of
Right Certificates at the time such Rights are exercised as herein provided an
amount in cash equal to the same fraction of the current market value of one
share of its Common Stock. For purposes of this Section 14(c), the current
market value of one share of Common Stock of the Company shall be the closing
price of one share of Common Stock of the Company (as determined pursuant to
Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of
such exercise.

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

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

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

                  (a) prior to the Close of Business on the earlier of the
Distribution Date or the Expiration Date, the Rights shall be evidenced by the
certificates for shares of Common Stock of the Company registered in the name of
the holders of such shares (which certificates for shares of



                                       26
<PAGE>
Common Stock of the Company shall also constitute certificates for Rights) and
each Right will be transferable only in connection with the transfer of Common
Stock of the Company;

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

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

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

                  Section 17. Right Certificate Holder Not Deemed a Stockholder.
No holder, as such, of any Right or Right Certificate shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of the number of one
one-hundredths of a share of Preferred Stock or any other securities of the
Company which may at any time be issuable on the exercise of the Rights
represented thereby, nor shall anything contained herein or in any Right
Certificate be construed to confer upon the holder of any Right or Right
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 24), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights evidenced by such
Right Certificate shall have been exercised in accordance with the provisions
hereof.

                  Section 18. Concerning the Rights Agent. (a) The Company
agrees to advance the cost of postage on the Business Day immediately prior to
any mailing date by wire transfer upon 3 days' advance notice by the Rights
Agent providing instructions for such wire transfer, and to pay to the Rights
Agent reasonable compensation for all services rendered by it hereunder and,
from time to time, on demand of the Rights Agent, its reasonable expenses and
counsel fees and



                                       27
<PAGE>
other disbursements incurred in the administration, preparation, delivery,
amendment and execution of this Agreement and the exercise and performance of
its duties hereunder. The Company also agrees to indemnify the Rights Agent for,
and to hold it harmless against, any loss, liability, damage, judgment, fine,
penalty, claim, demand, settlement, cost or expense, including, but not limited
to, third party claims, joint or several, to which the Rights Agent may become
subject, under any federal or state law or regulation, at common law, in equity
or otherwise (a "loss"), insofar as such loss (or actions in respect thereof)
arises out of or is based on or is in connection with or is related to the
Rights Agent's duties under this Agreement, except to the extent that such loss
is finally determined by a court of competent jurisdiction to have resulted from
the negligence, intentional misconduct or gross negligence of the Rights Agent,
for anything done or omitted by the Rights Agent in connection with the
acceptance, preparation, delivery, amendment and administration of this
Agreement, including the costs and expenses of defending against any claim of
liability in the premises. The indemnity provided herein shall survive the
termination of this Agreement and the termination and the expiration of the
Rights. The costs and expenses incurred in enforcing this right of
indemnification shall be paid by the Company promptly upon the request of the
Rights Agent. Anything to the contrary notwithstanding, in no event shall the
Rights Agent be liable for special, punitive, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even
if the Rights Agent has been advised of the likelihood of such loss or damage.
Any liability of the Rights Agent under this Rights Agreement will be limited to
the amount of fees paid by the Company to the Rights Agent, unless, and except
to the extent that the Rights Agent shall have been finally determined by a
court of competent jurisdiction to be liable for gross negligence or intentional
misconduct.

                  (b) The Rights Agent shall be authorized and 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 Right Certificate or certificate for Preferred Stock or Common
Stock of the Company or for other securities of the Company, instrument of
assignment or transfer, power of attorney, endorsement, affidavit, letter,
notice, direction, consent, certificate, statement or other paper or document
believed by it to be genuine and to be signed, executed and, where necessary,
verified or acknowledged by the proper Person or Persons, or otherwise upon the
advice of counsel as set forth in Section 20 hereof.

                  Section 19. Merger or Consolidation or Change of Name of
Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any Person
resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any Person succeeding to the
shareholder services business of the Rights Agent or any successor Rights Agent,
shall be the successor to the Rights Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, however, that such Person would be eligible for
appointment as a successor Rights Agent under the provisions of Section 21
hereof. The purchase of all or substantially all of the Rights Agent's assets
employed in the performance of transfer agent activities shall be deemed a
merger or consolidation for purposes of this Section 19. In case at the time
such successor Rights Agent shall succeed to the



                                       28
<PAGE>
agency created by this Agreement, any of the Right Certificates shall have been
countersigned but not delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such Right
Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor Rights Agent; and in all such cases such
Right Certificates shall have the full force provided in the Right Certificates
and in this Agreement.

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

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

                  (a) The actions to be taken by the Rights Agent hereunder are
deemed by the parties hereto to be ministerial only and not discretionary and
the Company shall have sole responsibility to make any and all decisions with
respect to this Agreement and the rights of the holders of the Rights
Certificates. The Rights Agent makes no warranties regarding the rendering of
its services hereunder other than those expressly set forth herein and no
additional warranties may be implied from the terms of this Agreement. The
Rights Agent may consult with legal counsel selected by it (which may be legal
counsel for the Company), and the opinion or advice of such 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 or advice.

                  (b) Whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter (including, but not limited to, the identity of an Acquiring Person and
the determination of the Current Market Price per share of Preferred Stock and
Common Stock) 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 signed by the Chairman of
the Board, the President (if any) or any Vice President and by the Treasurer or
the Secretary of the Company and delivered to the Rights Agent; and such
certificate shall be full authorization and protection to the Rights Agent and
the Rights Agent shall incur no liability for or in respect of any action taken,
suffered or omitted in good faith by it under the provisions of this Agreement
in reliance upon such certificate.



                                       29
<PAGE>
                  (c) The Rights Agent shall not be liable for or by reason of
any of the statements of fact or recitals contained in this Agreement or in the
Right Certificates (except its countersignature thereof) or be required to
verify the same, but all such statements and recitals are and shall be deemed to
have been made by the Company only.

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

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

                  (f) The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder from
the Chairman of the Board, the President (if any), any Vice President, the
Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of
the Company, and to apply to such officers for advice or instructions in
connection with its duties, and it shall not be liable for any action taken,
suffered or omitted to be taken by it in good faith in accordance with
instructions of any such officer or for the delay in acting while waiting for
those instructions. Any application by the Rights Agent for written instructions
from the Company given in accordance with Section 26 hereof may, at the option
of the Rights Agent, set forth in writing any action proposed to be taken,
suffered or omitted by the Rights Agent under this Agreement and the date on
and/or after which such action shall be taken or suffered or such omission shall
be effective. The Rights Agent shall not be liable for any action taken or
suffered by, or omission of, the Rights Agent in accordance with a proposal
included in any such application on or after the date specified in such
application (which date shall not be less than five Business Days after the date
the officer of the Company to whom such application is addressed actually
receives such application unless such officer shall have consented in writing to
an earlier date) unless, prior to taking any such action (or the date specified
in the application in



                                       30
<PAGE>
the case of an omission), the Rights Agent shall have received written
instructions in response to such application specifying the action to be taken,
suffered or omitted. In the event of any notice, instruction or other
communication received by the Rights Agent hereunder that the Rights Agent
reasonably believes is ambiguous or uncertain, the Rights Agent, in its sole
discretion, may refrain from taking any action required by such notice,
instruction or other communication unless and until the Rights Agent receives
written instructions from, or delivers a proposal to, the Company seeking
clarification of such ambiguity or uncertainty and the Rights Agent shall not be
liable for the failure to take any action during this period.

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

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

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

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

                  (k) Notwithstanding anything to the contrary contained herein,
the Rights Agent shall not be responsible nor liable for delays, errors or
omissions arising directly or indirectly out of occurrences beyond its
reasonable control, including but not limited to, acts or omissions of the
Company or any of their advisors, or of the State of New York or any of its
advisors, acts of civil commotion or riot, insurrection, acts of military
authority, war or acts of war or terrorism, national emergencies, widespread
labor difficulties (such as strikes), fire, flood, weather-related problems,
acts of God or nature, widespread mechanical or electrical breakdown,



                                       31
<PAGE>
widespread computer failure, widespread failure or unavailability of the Federal
Reserve Bank wire, facsimile, Internet, telex, or other transaction or
communications system or power supply, a declaration of a banking moratorium or
any suspension of payments in respect of banks, or any interruption in the
financial markets in the United States of America or elsewhere, or any change in
law or regulation affecting the Rights Agent or the Company.

                  Section 21. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of the Common Stock of the Company and Preferred Stock by
registered or certified mail, and to the holders of the Right Certificates by
first-class mail. The Company may remove the Rights Agent or any successor
Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer agent of the
Common Stock of the Company and Preferred Stock by registered or certified mail,
and to the holders of the Right Certificates by first-class mail. If the Rights
Agent shall resign or be removed or shall otherwise become incapable of acting,
the Company shall appoint a successor to the Rights Agent. If the Company shall
fail to make such appointment within a period of 30 days after giving notice of
such removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Right Certificate (who shall, with such notice, submit his Right Certificate for
inspection by the Company), then the registered holder of any Right Certificate
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be an entity organized and doing business under the laws of
the United States or of the State of New York (or of any other state of the
United States), in good standing, which is authorized to do business under such
laws and is subject to supervision or examination by federal or state authority
and which has at the time of its appointment as Rights Agent a combined capital
and surplus of at least $50 million. After appointment, the successor Rights
Agent shall be vested with the same powers, rights, duties and responsibilities
as if it had been originally named as Rights Agent without further act or deed;
but the predecessor Rights Agent shall deliver and transfer to the successor
Rights Agent any property at the time held by it hereunder and execute and
deliver any further assurance, conveyance, act or deed necessary for the
purpose. Not later than the effective date of any such appointment, the Company
shall file notice thereof in writing with the predecessor Rights Agent and each
transfer agent of its Common Stock and Preferred Stock, and mail a notice
thereof in writing to the registered holders of the Right Certificates. Failure
to give any notice provided for in this Section 21, however, or any defect
therein, shall not affect the legality or validity of the resignation or removal
of the Rights Agent or the appointment of the successor Rights Agent, as the
case may be.

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



                                       32
<PAGE>
Certificates made in accordance with the provisions of this Agreement. In
addition, in connection with the issuance or sale of shares of its Common Stock
following the Distribution Date (other than upon exercise of a Right) and prior
to the Expiration Date, the Company (a) shall, with respect to shares of Common
Stock so issued or sold pursuant to the exercise of stock options or under any
employee plan or arrangement, or upon the exercise, conversion or exchange of
securities, notes or debentures issued by the Company, and (b) may, in any other
case, if deemed necessary or appropriate by the Board of Directors of the
Company, issue Right Certificates representing the appropriate number of Rights
in connection with such issuance or sale; provided, however, that (i) no such
Right Certificate shall be issued if and to the extent that the Company shall be
advised by counsel that such issuance would create a significant risk of
material adverse tax consequences to the Company or the Person to whom such
Right Certificate would be issued and (ii) no such Right Certificate 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 Company may, by resolution of
its Board of Directors, at its option, at any time prior to the earlier of (x)
the Stock Acquisition Time or (y) the Close of Business on the Final Expiration
Date, redeem all but not less than all of the then outstanding Rights at a
redemption price of $.01 per Right (payable in cash, shares of Common Stock
(based on the Current Market Price of the Common Stock at the time of
redemption) or any other form of consideration deemed appropriate by the Board
of Directors of the Company), appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after the date hereof (such
redemption price being hereinafter referred to as the "Redemption Price").

                  (b) Immediately upon the action of the Board of Directors of
the Company ordering the redemption of the Rights (or at such time subsequent to
such action as the Board of Directors may determine), and without any further
action and without any notice, the right to exercise the Rights will terminate
and the only right thereafter of the holders of Rights shall be to receive the
Redemption Price. Within 10 days after the action of the Board of Directors
ordering the redemption of the Rights, the Company shall give notice of such
redemption to the Rights Agent and to the holders of the then outstanding Rights
by mailing such notice to all such holders at their last addresses as they
appear upon the registry books of the Rights Agent or, prior to the Distribution
Date, on the registry books of the transfer agent for the Common Stock of the
Company. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice of
redemption will state the method by which the payment of the Redemption Price
will be made. Neither the Company nor any of its Affiliates or Associates may
redeem, acquire or purchase any Rights at any time in any manner other than that
specifically set forth in this Section 23 or Section 24 hereof and other than in
connection with the repurchase of Common Stock of the Company prior to the
Distribution Date.

                  Section 24. Exchange. (a) The Board of Directors of the
Company may, at its option, at any time after any Person becomes an Acquiring
Person, exchange all or part of the then outstanding and exercisable Rights
(which shall not include Rights that have become null and


                                       33
<PAGE>
void pursuant to the provisions of Section 7(e) hereof) for shares of Common
Stock at an exchange ratio of one share of Common Stock per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such exchange ratio being hereinafter referred
to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of
Directors shall not be empowered to effect such exchange at any time after any
Person (other than an Exempt Person), together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner of 50% or more of the
shares of Common Stock then outstanding.

                  (b) Immediately upon the action of the Board of Directors of
the Company ordering the exchange of any Rights pursuant to paragraph (a) of
this Section 24 and without any further action and without any notice, the right
to exercise such Rights shall terminate and the only right thereafter of the
holders of such Rights shall be to receive that number of shares of Common Stock
equal to the number of such Rights held by such holder multiplied by the
Exchange Ratio. The Company shall promptly give public notice of any such
exchange with prompt notice thereof to the Rights Agent; provided, however, that
the failure to give, or any defect in, such notice shall not affect the validity
of such exchange. The Company promptly shall mail a notice of any such exchange
to all of the holders of such Rights at their last addresses as they appear upon
the registry books of the Rights Agent. Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives the
notice. Each such notice of exchange will state the method by which the exchange
of the shares of Common Stock for Rights will be effected and, in the event of
any partial exchange, the number of Rights which will be exchanged. Any partial
exchange shall be effected pro rata based on the number of Rights (other than
Rights which have become null and void pursuant to the provisions of Section
7(e) hereof) held by each holder of Rights.

                  (c) In any exchange pursuant to this Section 24, the Company,
at its option, may substitute shares of Preferred Stock (or any other series of
preferred stock of the Company containing terms substantially similar to the
terms of the Preferred Stock) for some or all of the shares of Common Stock
exchangeable for Rights, at the initial rate of one one-hundredth of a share of
Preferred Stock (or of such other series of preferred stock of the Company) for
each share of Common Stock, as appropriately adjusted to reflect adjustments in
the voting rights of the Preferred Stock pursuant to the terms thereof, so that
the fraction of a share of Preferred Stock (or of such other series of preferred
stock of the Company) 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 shares of
Common Stock or Preferred Stock (or any other series of preferred stock of the
Company containing terms substantially similar to the terms of the Preferred
Stock) issued but not outstanding or authorized but unissued to permit any
exchange of Rights as contemplated in accordance with this Section 24, the
Company shall take all such action as may be necessary to authorize additional
shares of Common Stock or Preferred Stock (or such other series of preferred
stock of the Company) for issuance upon exchange of the Rights.



                                       34
<PAGE>
                  (e) The Company shall not be required to issue fractions of
shares of Common Stock or to distribute certificates which evidence fractional
shares of Common Stock. In lieu of such fractional shares, the Company shall pay
to the registered holders of the Right Certificates with regard to which such
fractional shares would otherwise be issuable an amount in cash equal to the
same fraction of the current market value of a whole share of Common Stock. For
the purposes of this paragraph (e), the current market value of a whole share of
Common Stock shall be the closing price of a share of Common Stock (as
determined pursuant to the second sentence of Section 11(d)(i) hereof) for the
Trading Day immediately prior to the date of exchange pursuant to this Section
24.

                  Section 25. Notice of Certain Events. (a) In case the Company
shall at any time after the earlier of the Distribution Date or the Stock
Acquisition Time propose (i) to pay any dividend payable in stock of any class
to the holders of its Preferred Stock or to make any other distribution to the
holders of its Preferred Stock (other than a regular periodic dividend out of
earnings or retained earnings of the Company), or (ii) to offer to the holders
of Preferred Stock options, rights or warrants to subscribe for or to purchase
any additional Preferred Stock or shares of stock of any class or any other
securities, rights or options, or (iii) to effect any reclassification of the
Preferred Stock (other than a reclassification involving only the subdivision of
outstanding shares of Preferred Stock), or (iv) to effect any merger,
consolidation or other combination into or with, or to effect any sale or other
transfer (or to permit one or more of its Subsidiaries to effect any sale or
other transfer), in one or more transactions, of more than 50% of the assets,
cash flow or earning power of the Company and its Subsidiaries (taken as a
whole) to, any other Person, or (v) to effect the liquidation, dissolution or
winding up of the Company, then, in each such case, the Company shall give to
each holder of a Right and the Rights Agent, in accordance with Section 26
hereof, a notice of such proposed action, which shall specify the record date
for the purposes of such stock dividend or distribution of rights or warrants,
or the date on which such reclassification, merger, consolidation, combination,
sale, transfer, liquidation, dissolution or winding up is to take place and the
date of participation therein by the holders of Common Stock of the Company or
Preferred Stock, if any such date is to be fixed, and such notice shall be so
given in the case of any action covered by clause (i) or (ii) above at least
twenty days prior to the record date for determining holders of Preferred Stock
for purposes of such action, and in the case of any such other action, at least
twenty days prior to the date of the taking of such proposed action or the date
of participation therein by the holders of Common Stock of the Company or
Preferred Stock, whichever shall be the earlier. The failure to give notice
required by this Section 25 or any defect therein shall not affect the legality
or validity of the action taken by the Company or the vote upon any such action.

                  (b) In case any of the events set forth in Section 11(a)(ii)
or Section 13(a) hereof shall occur, then, in any such case, (i) the Company
shall as soon as practicable thereafter give to each holder of a Right and the
Rights Agent, to the extent feasible and in accordance with Section 26 hereof, a
notice of the occurrence of such event, which shall specify the event and the
consequences of the event to holders of Rights under Section 11(a)(ii) or
Section 13(a) hereof,



                                       35
<PAGE>
and (ii) all references in Section 25(a) hereof to Preferred Stock shall be
deemed thereafter to refer also to Common Stock or other securities issuable in
respect of the Rights.

                  Section 26. Notices. Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until an other address is filed in
writing with the Rights Agent) as follows:

                  MetLife, Inc.
                  One Madison Avenue
                  New York, NY  10010-3690
                  Attention:  The General Counsel and the Corporate Secretary

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

                  ChaseMellon Shareholder Services, L.L.C.
                  Overpeck Centre
                  85 Challenger Road
                  Ridgefield Park, New Jersey 07660
                  Attention: Denise Melato

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

                  Section 27. Supplements and Amendments. Prior to the Stock
Acquisition Time and subject to the penultimate sentence of this Section 27, the
Company may, by resolution of its Board of Directors, and the Rights Agent
shall, if the Company so directs, supplement or amend any provision of this
Agreement in any respect whatsoever (including, but not limited to, any
extension of the period in which the Rights may be redeemed) without the
approval of any holders of certificates representing shares of Common Stock of
the Company or of any holders of Rights Certificates. From and after the Stock
Acquisition Time and subject to the penultimate sentence of this Section 27,
without the approval of any holders of certificates representing shares of
Common Stock of the Company or of Right Certificates, the Company may, by
resolution of its Board of Directors, and the Rights Agent shall, if the Company
so directs, supplement or amend this Agreement in order (i) to cure any
ambiguity, (ii) to correct or supplement any provision contained herein which
may be defective or inconsistent with any other provision herein, (iii) to



                                       36
<PAGE>
shorten or lengthen any time period hereunder or (iv) to change or supplement or
make any other provisions in any manner which the Company may deem necessary or
desirable, which shall not adversely affect the interests of, or diminish
substantially or eliminate the benefits intended to be afforded by the Rights
to, the holders of Right Certificates (other than an Acquiring Person or an
Affiliate or Associate of any such Person); provided, however, that this
Agreement may not be supplemented or amended to lengthen, pursuant to clause
(iii) of this sentence, (A) a time period relating to when the Rights may be
redeemed or to modify the ability (or inability) of the Board of Directors of
the Company to redeem the Rights, in either case at such time as the Rights are
not then redeemable or (B) any other time period unless such lengthening is for
the purpose of protecting, enhancing or clarifying the rights of or the benefits
to the holders of Rights (other than an Acquiring Person or an Affiliate or
Associate of any such Person). Upon the delivery of a certificate from an
appropriate officer of the Company which states that the proposed supplement or
amendment is in compliance with the terms of this Section 27, and such
supplement or amendment does not increase or otherwise change to its detriment
the Rights Agent's duties, liabilities or obligations, the Rights Agent shall
execute such supplement or amendment. Notwithstanding anything contained in this
Agreement to the contrary, no supplement or amendment shall be made which
changes the Redemption Price or the Final Expiration Date. Prior to the
Distribution Date, the interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Common Stock.

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

                  Section 29. Determinations and Actions by the Board of
Directors, etc. (a) For all purposes of this Agreement, any calculation of the
number of shares of Common Stock outstanding at any particular time, including
for purposes of determining the particular percentage of such outstanding shares
of Common Stock of which any Person is the Beneficial Owner, shall be made in
accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules
and Regulations under the Exchange Act. The Board of Directors of the Company
shall have the exclusive power and authority to administer this Agreement and to
exercise all rights and powers specifically granted to such Board of Directors,
or as may be necessary or advisable in the administration of this Agreement,
including, but not limited to, the right and power to (i) interpret the
provisions of this Agreement and (ii) make all determinations deemed necessary
or advisable for the administration of this Agreement (including, but not
limited to, a determination to redeem or not redeem the Rights or to amend this
Agreement). All such actions, calculations, interpretations and determinations
(including, for purposes of clause (y) below, all omissions with respect to the
foregoing) which are done or made by the Board of Directors of the Company or
the Company in good faith, (x) shall be final, conclusive and binding on the
Company, the Rights Agent, the holders of the Right Certificates and all other
parties and (y) shall not subject the Board of Directors of the Company to any
liability to the holders of the Rights and Right Certificates.



                                       37
<PAGE>
                  (b) Nothing contained in this Agreement shall be deemed to be
in derogation of the obligation of the Board of Directors of the Company to
exercise its fiduciary duty. Without limiting the foregoing, nothing contained
in this Agreement shall be construed to suggest or imply that the Board of
Directors of the Company shall not be entitled to reject any tender offer, or to
take any other action (including, but not limited to, the commencement,
prosecution, defense or settlement of any litigation and the submission of
additional or alternative offers or other proposals) with respect to any tender
offer that the Board of Directors believes is necessary or appropriate in the
exercise of such fiduciary duty.

                  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 Right Certificates (and, prior to
the Distribution Date, registered holders of the Common 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 Right Certificates (and, prior to the
Distribution Date, registered holders of the Common Stock of the Company).

                  Section 31. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding anything in this Agreement to the
contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and the Board of
Directors of the Company determines in its good faith judgment that severing the
invalid language from this Agreement would adversely affect the purpose or
effect of this Agreement, the right of redemption set forth in Section 23 hereof
shall be reinstated and shall not expire until the Close of Business on the
tenth Business Day following the date of such determination by the Board of
Directors.

                  Section 32. Governing Law. This Agreement and each Right
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts made
and to be performed entirely within such State; provided, however, that all
provisions regarding the rights, duties and obligations of the Rights Agent
shall be governed by and construed in accordance with the laws of the State of
New York 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 and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
a single instrument.



                                       38
<PAGE>
                  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.




                                       39
<PAGE>
                                    SIGNATURE

                  IN WITNESS WHEREOF, the parties 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.

                                        METLIFE, INC.


                                        By    /s/   Stewart G. Nagler
                                             ---------------------------------
                                             Name:  Stewart G. Nagler
                                             Title: Vice Chairman of the Board


                                        CHASEMELLON SHAREHOLDER
                                        SERVICES, L.L.C., as Rights Agent

                                        By     /s/  Denise J. Melato
                                             ---------------------------------
                                             Name:  Denise J. Melato
                                             Title: Vice President
<PAGE>
                                                                       EXHIBIT A

                                  METLIFE, INC.

                           Certificate of Designation,
                             Preferences and Rights
                             Pursuant to Section 151
                         of the General Corporation Law
                            of the State of Delaware

                           Certificate of Designation,
                             Preferences and Rights
                                       of
                  Series A Junior Participating Preferred Stock



               I, Gary A Beller, being the Senior Executive Vice President and
General Counsel of MetLife, Inc., a corporation organized and existing under the
General Corporation Law of Delaware (the "Corporation"), do hereby certify:

               FIRST: That, pursuant to authority expressly vested in the Board
of Directors of the Corporation by the provisions of its Amended and Restated
Certificate of Incorporation, the Board of Directors on March 28, 2000 duly
adopted the following resolution:

               RESOLVED that a Series A Junior Participating Preferred Stock,
par value $.01 per share, be, and it hereby is, created by this Board of
Directors, pursuant to authority expressly vested in it by the provisions of the
Certificate of Incorporation of the Corporation, and that the designation,
relative powers, preferences and rights, and the qualifications, limitations or
restrictions thereof are as follows:

               Section 1. Designation and Number of Shares. 10,000,000 shares of
the Preferred Stock of the Corporation shall constitute a series of Preferred
Stock designated as Series A Junior Participating Preferred Stock (hereinafter
referred to as the "Series A Preferred Stock"). Such number of shares may be
increased or decreased by resolution of the Board of Directors; provided, that
no decrease shall reduce the number of shares of Series A Preferred Stock to a
number less than the number of shares then outstanding plus the number of shares
reserved for
<PAGE>
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.

               Section 2. Dividends and Distributions. (A) Subject to the rights
of the holders of any shares of any series of Preferred Stock (or any similar
stock) ranking prior and superior to the Series A Preferred Stock with respect
to dividends, the holders of shares of Series A Preferred Stock, in preference
to the holders of Common Stock, par value $0.01 of the Corporation (the "Common
Stock") and of any other junior stock which may be outstanding, shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, annual dividends payable in cash on the
fifteenth day of December in each year (each such date being referred to herein
as a "Dividend Payment Date"), commencing on the first Dividend Payment Date
after the first issuance of a share or fraction of a share of Series A Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $10.00 per share, or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions, other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock since the
immediately preceding Dividend Payment Date, or, with respect to the first
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series A Preferred Stock. In the event the Corporation shall at any
time declare or pay any dividend on Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

               (B) The Corporation shall declare a dividend or distribution on
the Series A Preferred Stock as provided in paragraph (A) of this Section
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Dividend Payment Date and the next subsequent
Dividend Payment Date, a dividend of $10.00 per share on the Series A Preferred
Stock shall nevertheless be payable on such subsequent Dividend Payment Date.

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



                                       2
<PAGE>
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Preferred Stock entitled to receive a quarterly dividend
and before such Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Dividend Payment Date. Accrued
but unpaid dividends shall accumulate but shall not bear interest. Dividends
paid on the shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 60 days prior to the date fixed for the payment thereof.

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

                  (A) Subject to the provisions for adjustment as hereinafter
set forth, each share of Series A Preferred Stock shall entitle the holder
thereof to 100 votes (and each one one-hundredth of a share of Series a
Preferred Stock shall entitle the holder thereof to one vote) on all matters
submitted to a vote of the stockholders of the Corporation. In the event the
Corporation shall at any time declare or pay any dividend on Common Stock
payable in shares of Common Stock or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock or effect a subdivision
or combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the number of votes per share to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event shall be adjusted by multiplying such number by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

                  (B) Except as otherwise provided herein, in the Certificate of
Incorporation, in any other certificate of designation creating a series of
preferred stock or any similar stock, or by law, the holders of shares of Series
A Preferred Stock and the holders of shares of Common Stock and any other
capital stock of the Corporation having general voting rights shall vote
together as one class on all matters submitted to a vote of stockholders of the
Corporation.

                  (C) Except as provided herein, in Section 10 or by applicable
law, holders of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for authorizing or taking
any corporate action.

                  Section 4. Certain Restrictions.

                  (A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued



                                       3
<PAGE>
and unpaid dividends and distributions, whether or not declared, on shares of
Series A Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:

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

               (ii) declare or pay dividends, or make any other distributions,
         on any shares of stock ranking on a parity (either as to dividends or
         upon liquidation, dissolution or winding up) with the Series A
         Preferred Stock except dividends paid ratably on the Series A Preferred
         Stock, and all such parity stock on which dividends are payable or in
         arrears in proportion to the total amounts to which the holders of all
         such shares are then entitled;

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

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

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

               Section 5. Reacquired Shares. Any shares of Series A Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever, shall be retired and canceled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of preferred stock, without designation as to series, and may be
reissued as part of a new series of preferred stock to be created by resolution
or resolutions of the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein, in the Restated Certificate of
Incorporation, in any other certificate of designation creating a series of
preferred stock or any similar stock or as otherwise required by law.



                                       4
<PAGE>
               Section 6. Liquidation, Dissolution or Winding-Up. Upon any
voluntary or involuntary liquidation, dissolution or winding-up of the
Corporation, no distribution shall be made (A) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding-up) to the Series A Preferred Stock unless prior thereto, the holders of
shares of Series A Preferred Stock shall have received the higher of (i) $100
per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment, or
(ii) an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount to be distributed
per share to holders of Common Stock; nor shall any distribution be made (B) to
the holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding-up) with the Series A Preferred Stock,
except distributions made ratably on the Series A Preferred Stock and all other
such parity stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding-up. In
the event the Corporation shall at any time declare or pay any dividend on
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the aggregate amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event
under the provision in clause (A) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

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

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




                                       5
<PAGE>
               Section 9. Rank. Unless otherwise provided in the Restated
Certificate of Incorporation of the Corporation or a Certificate of Designation
relating to a subsequent series of preferred stock of the Corporation, the
Series A Preferred Stock shall rank junior to all other series of the
Corporation's preferred stock as to the payment of dividends and the
distribution of assets on liquidation, dissolution or winding-up, and senior to
the Common Stock of this Corporation.

               Section 10. Amendment. The Restated Certificate of Incorporation
of the Corporation, as amended, shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series A Preferred Stock so as to affect them adversely without the affirmative
vote of the holders of at least two-thirds of the outstanding shares of Series A
Preferred Stock, voting together as a single series.

               Section 11. Fractional Shares. Series A Preferred Stock may be
issued in fractions of a share (in one one-hundredths (1/100th) of a share and
integral multiples thereof) which shall entitle the holder, in proportion to
such holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.



                                       6
<PAGE>
               IN WITNESS WHEREOF, this Certificate of Designation is executed
on behalf of the Corporation by its Senior Executive Vice President and General
Counsel and attested by its Secretary this [__]th day of [_________], 2000.



                                        --------------------------------------
                                        Name:  Gary A. Beller
                                        Title: Senior Executive Vice President
                                               and General Counsel



ATTEST:



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



                                       7
<PAGE>
                                                                       EXHIBIT B




                           [Form of Right Certificate]


Certificate No. R-                                                 ______ Rights

NOT EXERCISABLE AFTER APRIL 4, 2010 OR EARLIER IF THE BOARD OF DIRECTORS ORDERS
THE REDEMPTION OR EXCHANGE OF THE RIGHTS. THE RIGHTS ARE SUBJECT TO REDEMPTION
AT $.01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN
ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED
IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME
NULL AND VOID. THE RIGHTS SHALL NOT BE EXERCISABLE, AND SHALL BE NULL AND VOID
SO LONG AS HELD, BY A HOLDER IN ANY JURISDICTION WHERE THE REQUISITE
QUALIFICATION TO THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY SUCH HOLDER, OF
THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE.

                                Right Certificate

                                  METLIFE, INC.

                  This certifies that __________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement dated as of April 4, 2000, as the same may be amended from time to
time (the "Rights Agreement"), between MetLife, Inc., a Delaware corporation
(the "Company"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey
limited liability company (the "Rights Agent"), to purchase from the Company at
any time after the Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 P.M. (New York City time) on April 4, 2010, at the
office of the Rights Agent designated for such purpose, or its successors as
Rights Agent, one one-hundredth of a fully paid nonassessable share of Series A
Junior Participating Preferred Stock, par value $.01 per share (the "Preferred
Stock"), of the Company, at a purchase price of $70.00 per one one-hundredth of
a share of Preferred Stock (the "Purchase Price"), upon presentation and
surrender of this Right Certificate with the Form of Election to Purchase and
the Certificate contained therein duly executed. The number of Rights evidenced
by this Right Certificate (and the number of one one-hundredths of a share of
Preferred Stock which may be purchased upon exercise thereof) set forth above,
and the Purchase Price per one one-hundredth of a share of Preferred Stock set
forth above, are the number and Purchase Price as of April 4, 2000, based on the
shares of Preferred Stock as constituted at such date.
<PAGE>
                  From and after the first occurrence of a Section 11(a)(ii)
Event (as defined in the Rights Agreement), if the Rights evidenced by this
Right Certificate are beneficially owned by (i) an Acquiring Person or an
Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement), (ii) a transferee of any such Acquiring Person (or of any Associate
or Affiliate thereof) who becomes a transferee after such Acquiring Person (or
any Associate or Affiliate thereof) becomes such or (iii) under certain
circumstances specified in the Rights Agreement, a transferee of such Acquiring
Person (or of any Associate or Affiliate thereof) who becomes a transferee prior
to or concurrently with such Acquiring Person becoming such, such Rights shall
become null and void and no holder hereof shall have any right with respect to
such Rights from and after the occurrence of such Section 11(a)(ii) Event.

                  The Rights evidenced by this Right Certificate shall not be
exercisable, and shall be null and void so long as held, by a holder in any
jurisdiction where the requisite qualification to the issuance to such holder,
or the exercise by such holder, of the Rights in such jurisdiction shall not
have been obtained or be obtainable.

                  As provided in the Rights Agreement, the Purchase Price and
the number of one one-hundredths of a share of Preferred Stock or the number and
kind of other securities which may be purchased upon the exercise of the Rights
evidenced by this Right Certificate are subject to modification and adjustment
upon the happening of certain events, including Section 11(a)(ii) Events and
Section 13 Events (as defined in the Rights Agreement).

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

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



                                       2
<PAGE>
                  Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Right Certificate may be redeemed by the Company at a
redemption price of $.01 per Right at any time prior to the earlier of (i) the
Stock Acquisition Time (as defined in the Rights Agreement) and (ii) the close
of business on the Expiration Date (as defined in the Rights Agreement). Subject
to the provisions of the Rights Agreement, the rights evidenced by this Right
Certificate may be exchanged in whole or part for shares of Common Stock or
fractional shares of Preferred Stock (or any other substantially similar series
of preferred stock of the Company).

                  No fractional shares of Preferred Stock will be issued upon
the exercise of any Right or Rights evidenced hereby (other than fractions which
are integral multiples of one one-hundredth of a share of Preferred Stock, which
may, at the election of the Company, be evidenced by depositary receipts), but
in lieu thereof a cash payment will be made, as provided in the Rights
Agreement.

                  Other than those provisions relating to the redemption price
of the Rights and the Expiration Date, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company in any respect
whatsoever up until the Stock Acquisition Time and thereafter in certain
respects which do not adversely affect the interests of holders of Right
Certificates (other than an Acquiring Person or the Affiliates or Associates
thereof).

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

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



                                       3
<PAGE>
                  WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal. Dated as of __________, _____.


ATTEST:                                      METLIFE, INC.


_________________________________            By_______________________________
     Secretary                                 Title:


Countersigned:
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as Rights Agent

By_______________________________
  Authorized Signature
<PAGE>
                   [Form of Reverse Side of Right Certificate]




                               FORM OF ASSIGNMENT

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

                  FOR VALUE RECEIVED ____________________________ hereby sells,
assigns and transfers unto

________________________________________________________________________________

________________________________________________________________________________
                  (Please print name and address of transferee)

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

Dated:_____________, ____


                                        __________________________
                                        Signature

Signatures Guaranteed:

                  The undersigned hereby certifies that (1) the Rights evidenced
by this Right Certificate are not beneficially owned by an Acquiring Person or
an Affiliate or Associate thereof (as defined in the Rights Agreement); and (2)
after due inquiry and to the best knowledge of the
<PAGE>
undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right
Certificate from any Person who is, was or subsequently became an Acquiring
Person or an Affiliate or Associate thereof.


                                        __________________________
                                        Signature



                                       2
<PAGE>
                                     NOTICE

                  The signature to the foregoing Assignment must correspond to
the name as written upon the face of this Right Certificate in every particular,
without alteration or enlargement or any change whatsoever.
<PAGE>
                          FORM OF ELECTION TO PURCHASE

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


To MetLife, Inc.:

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

Please insert social security
or other identifying number

________________________________________________________________________________
                         (Please print name and address)

________________________________________________________________________________

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

Please insert social security
or other identifying number

________________________________________________________________________________
                         (Please print name and address)

________________________________________________________________________________

Dated:__________________, ____
<PAGE>
                   [Form of Election to Purchase -- continued]


                                        ________________________________________
                                        Signature

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

Signature Guaranteed:

________________________________________________________________________________

                         (To be completed if applicable)

The undersigned hereby certifies that (1) the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry
and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the
Rights evidenced by this Right Certificate from any Person who is, was or
subsequently became an Acquiring Person of an Affiliate or Associate thereof.

                                        ________________________________________
                                        Signature

________________________________________________________________________________

                                     NOTICE

                  In the event the certification set forth above in the Forms of
Assignment and Election to Purchase is not completed, the Company will deem the
beneficial owner of the Rights evidenced by this Right Certificate to be an
Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights
Agreement) and, in the case of an Assignment, will affix a legend to that effect
on any Right Certificates issued in exchange for this Rights Certificate.



                                       2
<PAGE>
                                                                       EXHIBIT C

UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR
AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID AND
WILL NO LONGER BE TRANSFERABLE.


                                  METLIFE, INC.

                          SUMMARY OF RIGHTS TO PURCHASE
                                 PREFERRED STOCK


                  On September 28, 1999, the Board of Directors of MetLife, Inc.
(the "Company") declared a dividend distribution of one Preferred Share Purchase
Right (a "Right") for each outstanding share of Common Stock, par value $0.01
per share, of the Company (the "Common Stock"). The following is a summary of
the terms of the Rights.

                  Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series A Junior Participating Preferred
Stock, par value $.01 per share, of the Company (the "Preferred Stock") at a
price of $70.00 per one one-hundredth of a share of Preferred Stock, subject to
adjustment (the "Purchase Price"). The description and terms of the Rights are
set forth in a Rights Agreement, dated as of April 4, 2000 (the Rights
Agreement, as it may be amended from time to time, is hereinafter referred to as
the "Rights Agreement") between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent (the "Rights Agent").

                  Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate certificates
representing the Rights ("Right Certificates") will be distributed. The Rights
will separate from the Common Stock and a "Distribution Date" will occur upon
the earlier to occur of (i) ten days following the time (the "Stock Acquisition
Time") of a public announcement or notice to the Company that a person or group
of affiliated or associated persons (an "Acquiring Person") acquired, or
obtained the right to acquire, beneficial ownership of 10% or more of the
outstanding Common Stock of the Company, other than as a result of an offer
approved by the Board of Directors of the Company and (ii) ten business days
(or, if determined by the Board of Directors, a specified or unspecified later
date) following the commencement or announcement of an intention to make a
tender offer or exchange offer which, if successful, would cause the bidder to
own 10% of more of the outstanding Common Stock.

                  The Rights Agreement provides that, until the Distribution
Date, (i) the Rights will be transferred with and only with the Common Stock,
(ii) new Common Stock certificates issued after April 4, 2000, upon transfer,
new issuance or reissuance of the Common Stock, will contain
<PAGE>
a notation incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any of the Common Stock certificates outstanding will
also constitute the transfer of the Rights associated with the shares of Common
Stock represented by such certificate. As soon as practicable following the
Distribution Date, separate Right Certificates will be mailed to holders of
record of the Common Stock as of the close of business on the Distribution Date
and such separate Right Certificates alone will evidence the Rights. Except in
connection with issuance of Common Stock pursuant to employee stock plans,
options and certain convertible securities, and except as otherwise determined
by the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.

                  The Rights are not exercisable until the Distribution Date.
The Rights will expire on April 4, 2010, unless earlier redeemed or exchanged by
the Company as described below.

                  In the event that, after the Stock Acquisition Time, the
Company is acquired in a merger or other business combination transaction
(except certain transactions with a person who became an Acquiring Person as a
result of a tender offer described in the next succeeding paragraph) or 50% or
more of its assets, cash flow or earning power is sold, proper provision shall
be made so that each holder of a Right shall thereafter have the right to
receive, upon the exercise thereof at the then current exercise price of the
Right, that number of shares of common stock of the acquiring company which at
the time of such transaction would have a market value (as defined in the Rights
Agreement) of two times the Purchase Price of the Right. In the event that,
after the Stock Acquisition Time, the Company were the surviving corporation of
a merger and its Common Stock were changed or exchanged, proper provision shall
be made so that each holder of a Right will thereafter have the right to receive
upon exercise that number of shares of common stock of the Company having a
market value of two times the exercise price of the Right.

                  In the event that a person or group becomes an Acquiring
Person, each holder of a Right (other than the Acquiring Person) will thereafter
have the right to receive upon exercise that number of shares of Common Stock
(or, in certain circumstances, cash, a reduction in the Purchase Price,
Preferred Stock, other equity securities of the Company, debt securities of the
Company, other property or a combination thereof) having a market value (as
defined in the Rights Agreement) of two times the Purchase Price of the Right.
Notwithstanding any of the foregoing, following the occurrence of any of the
events set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person (or an affiliate, associate or transferee thereof) will be null
and void. A person will not be an Acquiring Person if the Board of Directors of
the Company determines that such person or group became an Acquiring Person
inadvertently and such person or group promptly divests itself of a sufficient
number of shares of Common Stock so that such person or group is no longer an
Acquiring Person.

                  The Purchase Price payable, and the number of shares of
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to



                                       2
<PAGE>
time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Stock, (ii) upon
the grant to holders of Preferred Stock of certain rights or warrants to
subscribe for Preferred Stock or convertible securities at less than the current
market price of Preferred Stock or (iii) upon the distribution to holders of
Preferred Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends or dividends payable in Preferred Stock) or of
subscription rights or warrants (other than those referred to above). The number
of Rights and number of shares of Preferred Stock issuable upon the exercise of
each Right are also subject to adjustment in the event of a stock split,
combination or stock dividend on the Common Stock.

                  With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional shares of Preferred Stock will be
issued (other than fractions which are integral multiples of one one-hundredth
of a share of Preferred Stock which may, upon the election of the Company, be
evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.

                  At any time prior to the earlier of the Stock Acquisition Time
and the Expiration Date (as defined in the Rights Agreement), the Board of
Directors may redeem the Rights in whole, but not in part, at a price of $.01
per Right (the "Redemption Price"). Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the $.01 Redemption
Price.

                  At any time after a person becomes an Acquiring Person and
prior to the acquisition by such Person of 50% or more of the outstanding shares
of Common Stock, the Board of Directors of the Company may exchange the Rights
(other than Rights beneficially owned by such Person or an affiliate or an
associate thereof which have become null and void), in whole or part, at an
exchange ratio of one share of Common Stock per Right (subject to adjustment).
The Company, at its option, may substitute one-hundredth (subject to adjustment)
of a share of Preferred Stock (or other series of substantially similar
preferred stock of the Company) for each share of Common Stock to be exchanged.

                  Each share of Preferred Stock purchasable upon exercise of the
Rights will have a minimum preferential dividend of $10 per year, but will be
entitled to receive, in the aggregate, a dividend of 100 times the dividend
declared on the shares of Common Stock. In the event of liquidation, the holders
of the shares of Preferred Stock will be entitled to receive a minimum
liquidation payment of $100 per share, but will be entitled to receive an
aggregate liquidation payment equal to 100 times the payment made per share of
Common Stock. Each share of Preferred Stock will have one hundred votes, voting
together with the shares of Common Stock. In the event of any merger,
consolidation or other transaction in which shares of Common Stock are
exchanged, each share of Preferred Stock will be entitled to receive 100 times
the amount and type of consideration received per share of Common Stock. The
rights of the shares of Preferred



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<PAGE>
Stock as to dividends and liquidation, and in the event of mergers and
consolidations, are protected by anti-dilution provisions.

                  Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, other than rights resulting from
such holder's ownership of shares of Common Stock, including, but not limited
to, the right to vote or to receive dividends. While the distribution of the
Rights will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth above.

                  Other than those provisions relating to the Redemption Price
and expiration date of the Rights, any of the provisions of the Rights Agreement
may be amended by the Board of Directors prior to the Stock Acquisition Time.
After such time, the provisions of the Rights Agreement may be amended by the
Board of Directors in order to cure any ambiguity, to correct or supplement
defective or inconsistent provisions, to shorten or lengthen any time period
under the Rights Agreement, to make changes which do not adversely affect the
interests of the holders of Rights (excluding the interests of any Acquiring
Person) or to shorten or lengthen any time period under the Rights Agreement;
provided, however, that no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not redeemable.

                  The term "Voting Stock" means (i) the shares of Common Stock
of the Company and (ii) any other shares of capital stock of the Company
entitled to vote generally in the election of directors or entitled to vote
together with the shares of Common Stock in respect of any merger,
consolidation, sale of all or substantially all of the Company's assets,
liquidation, dissolution or winding up.

                  A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a Form 8-A dated March 31,
2000. Copies of the Rights Agreement are 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, as it may
be amended from time to time, which is hereby incorporated herein by reference.



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