<PAGE>


                                                                     Exhibit 4.2


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


                           ORIENT-EXPRESS HOTELS LTD.


                                       and


                               FLEET NATIONAL BANK


                                 as Rights Agent


                                Rights Agreement


                            Dated as of June 1, 2000


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

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

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

Section 2.   Appointment of Rights Agent.............................................5

Section 3.   Issue of Right Certificates.............................................5

Section 4.   Form of Right Certificates..............................................7

Section 5.   Countersignature and Registration.......................................7

Section 6.   Transfer, Split Up, Combination and Exchange of Right Certificates;
             Mutilated, Destroyed, Lost or Stolen Right Certificates.................8

Section 7.   Exercise of Rights; Purchase Price; Expiration Date of Rights...........9

Section 8.   Cancellation and Destruction of Right..................................10

Section 9.   Reservation and Availability of Preferred Shares.......................10

Section 10.  Preferred Shares Record Date...........................................11

Section 11.  Adjustment of Purchase Price, Redemption Price,
             Number of Shares or Number of Rights...................................11

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

Section 13.  Consolidation, Merger or Sale or Transfer of Assets or Earning Power...20

Section 14.  Fractional Rights and Fractional Shares................................21

Section 15.  Rights of Action.......................................................22

Section 16.  Agreement of Right Holders.............................................22

Section 17.  Right Certificate Holder Not Deemed a Shareholder......................23

</TABLE>


                                       i

<PAGE>


<TABLE>
<S>          <C>                                                                    <C>
Section 18.  Concerning the Rights Agent............................................23

Section 19.  Merger or Consolidation or Change of Name of Rights Agent..............23

Section 20.  Duties of Rights Agent.................................................24

Section 21.  Change of Rights Agent.................................................26

Section 22.  Issuance of New Right Certificates.....................................27

Section 23.  Redemption.............................................................28

Section 24.  Exchange...............................................................28

Section 25.  Notice of Certain Events...............................................30

Section 26.  Notices................................................................31

Section 27.  Supplements and Amendments.............................................31

Section 28.  Successors.............................................................32

Section 29.  Benefits of this Agreement.............................................32

Section 30.  Severability...........................................................32

Section 31.  Governing Law..........................................................32

Section 32.  Counterparts...........................................................32

Section 33.  Descriptive Headings...................................................32

Exhibit A -  Form of Certificate of Designation of Terms of Series A
             Junior Participating Preferred Shares

Exhibit B -  Form of Right Certificate

</TABLE>


                                       ii

<PAGE>


                                RIGHTS AGREEMENT

         Agreement, dated as of June 1, 2000, between Orient-Express Hotels
Ltd., a Bermuda company (the "Company"), and Fleet National Bank, a national
banking association (the "Rights Agent").

         The Board of Directors of the Company has authorized the distribution
of one preferred share purchase right (a "Right") for each common share, par
value $0.01 each, of the Company outstanding on the close of business of the
closing date of the Company's initial public offering of Class A Common Shares
(the "Record Date"), each Right representing the right to purchase one
one-hundredth of a Preferred Share (as hereinafter defined), upon the terms and
subject to the conditions herein set forth, and further authorized and directed
the issuance of one Right with respect to each such common share that shall
become outstanding between the Record Date and the earliest of the Distribution
Date, the Redemption Date and the Final Expiration Date (as such terms are
hereinafter defined).

         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) "A Shares" shall mean the Class A Common Shares, par value
         $0.01 each, of the Company.

              (b) "Acquiring Person" shall mean any Person (as such term is
         hereinafter defined) who or which, together with all Affiliates and
         Associates (as such terms are hereinafter defined) of such Person,
         shall be the Beneficial Owner (as such term is hereinafter defined) of
         shares carrying 20% or more of the total voting rights which may be
         cast at any general meeting of the Company, but shall not include the
         Company, SCL, any Subsidiary (as such term is hereinafter defined) of
         the Company or SCL or any employee benefit plan of the Company or any
         Subsidiary of the Company, or any entity holding shares of the Company
         for or pursuant to the terms of any such plan. Notwithstanding the
         foregoing, (i) no Person shall be or have become an "Acquiring Person"
         if such Person, together with all Affiliates and Associates of such
         Person, was on the Record Date the Beneficial Owner of shares carrying
         20% or more of the total voting rights which may be cast at any general
         meeting of the Company; PROVIDED, HOWEVER, that if, after notice from
         the Company of the adoption of this Agreement, such Person becomes the
         Beneficial Owner of any additional shares entitling the holder thereof
         to vote at any general meeting of the Company, then such Person shall
         be


                                       1

<PAGE>


         deemed an "Acquiring Person", and (ii) no Person shall become an
         "Acquiring Person" as the result of an acquisition of the Company's
         shares by the Company or a Subsidiary of the Company which, by reducing
         the number of shares outstanding, increases the proportionate voting
         rights of such Person to 20% or more of the total voting rights which
         may be cast at any general meeting of the Company (or, in the case of a
         Person referred to in clause (i), more than the percentage that was
         beneficially owned by such Person at the time such Person received the
         notice referred to in clause (i)); PROVIDED, HOWEVER, that if a Person
         becomes the Beneficial Owner of shares carrying 20% or more of the
         total voting rights which may be cast at any general meeting of the
         Company (or, in the case of a Person referred to in clause (i), more
         than the percentage that was beneficially owned by such Person at the
         time such Person received the notice referred to in clause (i)) by
         reason of share purchases by the Company or a Subsidiary of the Company
         and shall, after such share purchases by the Company or a Subsidiary of
         the Company, become the Beneficial Owner of any additional shares
         entitling the holder thereof to vote at any general meeting of the
         Company, then such Person shall be deemed to be an "Acquiring Person."

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

              (d) "Affiliate" and "Associate" shall have the respective meanings
         ascribed to such terms in Rule 12b-2 of the General Rules and
         Regulations under the Exchange Act as in effect on June 1, 2000.

              (e) "B Shares" shall mean the Class B Common Shares, par value
         $0.01 each, of the Company.

              (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 beneficially owns, directly or indirectly;

                   (ii) which such Person or any of such Person's Affiliates or
              Associates has (A) the right to acquire (whether such right is
              exercisable immediately or only after the passage of time)
              pursuant to any agreement, arrangement or understanding (other
              than customary agreements with and between underwriters and
              selling group members with respect to a bona fide public offering
              of securities), or upon the exercise of conversion rights,
              exchange rights, rights (other than these Rights), warrants or
              options, or otherwise; PROVIDED, HOWEVER, that a Person shall not
              be deemed the Beneficial Owner of, or to beneficially own,
              securities tendered pursuant to a tender or exchange offer made by
              or on behalf of such Person or any of such


                                       2

<PAGE>


              Person's Affiliates or Associates until such tendered securities
              are accepted for purchase or exchange; or (B) the right to vote
              pursuant to any agreement, arrangement or understanding; 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 (1) arises
              solely from a revocable proxy or consent given to such Person in
              response to a public proxy or consent solicitation made pursuant
              to, and in accordance with, the applicable rules and regulations
              of the Exchange Act and (2) is not also then reportable on
              Schedule 13D under the Exchange Act (or any comparable or
              successor report); or

                   (iii) which are beneficially owned, directly or indirectly,
              by any other Person with which such Person or any of such Person's
              Affiliates or Associates has any agreement, arrangement or
              understanding (other than customary agreements with and between
              underwriters and selling group members with respect to a bona fide
              public offering of securities) for the purpose of acquiring,
              holding, voting (except to the extent contemplated by the proviso
              to Section 1(f)(ii)(B)) or disposing of any securities of the
              Company.

         Notwithstanding anything in this definition of Beneficial Ownership to
the contrary, the phrase "then outstanding," when used with reference to a
Person's Beneficial Ownership of securities of the Company, shall mean the
number of such securities then issued and outstanding together with the number
of such securities not then actually issued and outstanding which such Person
would be deemed to own beneficially hereunder.

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

              (h) "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.

              (i) "Common Shares" when used with reference to any Person other
         than the Company shall mean the capital stock (or other equity
         interest) with the greatest voting power per share of such other Person
         or, if such other Person is a Subsidiary of another Person, of the
         Person or Persons which ultimately control such first-mentioned Person.

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


                                       3

<PAGE>


              (k) "Exchange Act" means the United States Securities Exchange Act
         of 1934, as amended.

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

              (m) "Person" shall mean any individual, firm, corporation or other
         entity, and shall include any successor (by merger or otherwise) of
         such entity.

              (n) "Preferred Shares" shall mean shares of Series A Junior
         Participating Preferred Shares, par value $.01 per share, of the
         Company having the rights and preferences set forth in the form of
         Certificate of Designation of Terms attached to this Agreement as
         Exhibit A.

              (o) "Principal Party" shall mean

                   (i) in the case of any transaction described in clause (a) or
              (b) of the first sentence of Section 13, the Person that is the
              issuer of any securities into which Voting Shares of the Company
              are converted in such merger, amalgamation or consolidation, and
              if no securities are so issued, the Person that is the other party
              to such merger, amalgamation or consolidation (including, if
              applicable, the Company if it is on the surviving corporation);
              and

                   (ii) in the case of any transaction described in clause (c)
              of the first sentence of Section 13, the Person that is the party
              receiving the greatest portion of the assets or earning power
              transferred pursuant to such transaction or transactions;

         PROVIDED, HOWEVER, that in any of the foregoing cases, (1) if the
Common Shares of such Person are not at such time and have 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 Shares of which are and have been so registered, "Principal
Party" shall refer to such other Person; (2) in case such Person is a
Subsidiary, directly or indirectly, of more than one Person, the Common Shares
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 Shares having the
greatest aggregate market value; and (3) in case such Person is owned, directly
or indirectly, by a joint venture formed by two or more Persons that are not
owned, directly or indirectly, by the same Person, the rules set forth in (1)
and (2) above shall apply to each of the chains of ownership having an interest
in such joint venture as if such party were a "Subsidiary" of both or all of
such joint venturers and the Principal Parties in each such chain shall bear the
obligations set forth in Section 13 in the same ratio as their direct or
indirect interests in such Person bear to the total of such interests.


                                       4

<PAGE>


              (p) "Purchase Price" shall have the meaning set forth in
         Sections 4 and 7(b) hereof.

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

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

              (s) "Securities Act" shall mean the United States Securities Act
         of 1933, as amended.

              (t) "SCL" shall mean Sea Containers Ltd., a Bermuda company
         incorporated on June 3, 1974.

              (u) "Shares Acquisition Date" shall mean the first date of public
         announcement by the Company or an Acquiring Person that an Acquiring
         Person has become such.

              (v) "Subsidiary" of any Person shall mean any corporation or other
         entity of which a majority of the voting power of the voting equity
         securities or equity interest is owned, directly or indirectly, by such
         Person.

              (w) "Voting Shares" shall mean the A Shares and the B Shares,
         collectively.

         Section 2. APPOINTMENT OF RIGHTS AGENT. The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3 hereof, shall prior to the Distribution Date also
be the holders of the Voting Shares) in accordance with the terms and conditions
hereof, and the Rights Agent hereby accepts such appointment. The Company may
from time to time appoint such co-Rights Agents as it may deem necessary or
desirable upon 10 days prior written notice to the Rights Agent. The Rights
Agent shall have no liability for or duty to supervise any such co-Rights Agent.

         Section 3. ISSUE OF RIGHT CERTIFICATES.

              (a) Until the earlier of (i) the tenth day after the Shares
         Acquisition Date or (ii) the tenth day (or such later date as may be
         determined by the Board of Directors of the Company) after the date of
         the commencement of, or of the first public announcement of the
         intention of any Person (other than the Company, SCL, any Subsidiary of
         the Company or SCL, any employee benefit plan of the Company or of any
         Subsidiary of the Company or any entity holding Voting Shares for or
         pursuant to the terms of any such plan) to commence, a tender or
         exchange offer the consummation of which would result in any Person
         becoming the Beneficial Owner of shares carrying in the aggregate 30%
         or more of the total voting rights which may be cast at any general
         meeting 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


                                       5

<PAGE>


         such dates being herein referred to as the "Distribution Date"), (x)
         the Rights will be evidenced (subject to the provisions of Section 3(b)
         hereof) by the certificates for Voting Shares registered in the names
         of the holders thereof (which certificates shall also be deemed to be
         Right Certificates) and not by separate Right Certificates, and (y) the
         right to receive Right Certificates will be transferable only in
         connection with the transfer of Voting Shares. The Company will give
         the Rights Agent prompt written notice of the Distribution Date. As
         soon as practicable after the Distribution Date, the Company will
         prepare and execute, the Rights Agent will countersign, and the Company
         will send or cause to be sent (and the Rights Agent will, if requested,
         at the Company's expense, send) by first-class, postage-prepaid mail,
         to each record holder of Voting Shares as of the close of business on
         the Distribution Date, at the address of such holder shown on the
         records of the Company, a Right Certificate, in substantially the form
         of Exhibit B hereto (a "Right Certificate"), evidencing one Right for
         each Voting Share so held. As of the Distribution Date, the Rights will
         be evidenced solely by such Right Certificates.

              (b) With respect to certificates for Voting Shares outstanding as
         of the Record Date and thereafter, until the Distribution Date, the
         Rights will be evidenced by such certificates registered in the names
         of the holders thereof. Until the Distribution Date (or the earlier of
         the Redemption Date or Final Expiration Date), the surrender for
         transfer of any certificate for Voting Shares outstanding on the Record
         Date shall also constitute the transfer of the Rights associated with
         the Voting Shares represented thereby. As soon as practicable after the
         Distribution Date, and after notifying the Rights Agent that the
         Company will make the mailing described in this sentence, the Company
         will send a summary description of the Rights, by first-class,
         postage-prepaid mail, to each record holder of Voting Shares as of the
         close of business on the Distribution Date, at the address of such
         holder shown on the records of the Company.

              (c) Certificates for Voting Shares which have and will become
         outstanding (including, without limitation, reacquired Voting Shares
         referred to in the last sentence of this paragraph (c)) after the
         Record Date but prior to the earliest of the Distribution Date, the
         Redemption Date or the Final Expiration Date 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
              Orient-Express Hotels Ltd. and Fleet National Bank, dated as of
              June 1, 2000 (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 Orient-Express Hotels
              Ltd. Under certain circumstances, as set forth in the Rights
              Agreement, such Rights will be evidenced by separate certificates
              and will no longer be evidenced


                                       6

<PAGE>


              by this certificate. Orient-Express Hotels Ltd. will mail to the
              holder of this certificate a copy of the Rights Agreement without
              charge after receipt of a written request therefor. As described
              in the Rights Agreement, Rights issued to Acquiring Persons (as
              defined in the Rights Agreement) shall become null and void.

         With respect to such certificates containing the foregoing legend,
         until the Distribution Date, the Rights associated with the Voting
         Shares represented by such certificates shall be evidenced by such
         certificates alone, and the surrender for transfer of any such
         certificate shall also constitute the transfer of the Rights associated
         with the Voting Shares represented thereby. In the event that the
         Company purchases or acquires any Voting Shares after the Record Date
         but prior to the Distribution Date, any Rights associated with such
         Voting Shares shall be deemed cancelled and retired so that the Company
         shall not be entitled to exercise any Rights associated with the Voting
         Shares which are no longer outstanding.

         Section 4. FORM OF RIGHT CERTIFICATES. The Right Certificates (and the
forms of election to purchase Preferred Shares and of assignment to be printed
on the reverse thereof) shall be substantially the same as Exhibit B hereto and
may have such marks of identification or designation and such legends, summaries
or endorsements printed thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the Rights
may from time to time be listed, or to conform to usage. The Right Certificates
shall be in machine printable format and in a form reasonably satisfactory to
the Rights Agent, and shall show the date of countersignature by the Rights
Agent. Subject to the provisions of Section 22 hereof, the Right Certificates
shall entitle the holders thereof to purchase such number of one one-hundredths
of a Preferred Share as shall be set forth therein at the price per one
one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but
the number of such one one-hundredths of a Preferred Share and the Purchase
Price shall be subject to adjustment as provided herein.

         Section 5. COUNTERSIGNATURE AND REGISTRATION. The Right Certificates
shall be executed on behalf of the Company by its President, any Vice President
or a director of the Company, either manually or by facsimile signature, shall
have affixed thereto the Company's common seal or a facsimile thereof, and shall
be attested by the Secretary or Assistant Secretary or a second director of the
Company, either manually or by facsimile signature. The Right Certificates shall
be manually or by facsimile signature countersigned by an authorized signatory
of the Rights Agent and shall not be valid for any purpose unless countersigned.
In case any officer or director of the Company who shall have signed any of the
Right Certificates shall cease to be such officer or director 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


                                       7

<PAGE>


Company with the same force and effect as though the person who signed such
Right Certificates had not ceased to be such officer or director 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 or director 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 or director. In case any authorized signatory of the
Rights Agent who shall have countersigned any of the Right Certificates shall
cease to be such signatory before delivery by the Company, such Right
Certificates, nevertheless, may be issued and delivered by the Company with the
same force and effect as though the person who countersigned such Right
Certificates had not ceased to be such signatory; and any Right Certificate may
be countersigned on behalf of the Rights Agent by any person who, at the actual
date of the countersignature of such Right Certificate, shall be a proper
signatory of the Rights Agent to countersign such Right Certificate, although at
the date of the execution of this Rights Agreement any such person was not such
a signatory.

         Following the Distribution Date, the Rights Agent will keep or cause to
be kept, at its shareholder services office, books for registration and transfer
of the Right Certificates issued hereunder. Such books shall show the names and
addresses of the respective holders of the Right Certificates, the number of
Rights evidenced on its face by each of the Right Certificates and the date of
each of the Right Certificates.

         Section 6. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT
CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES. Subject
to the provisions of Section 14 hereof, at any time after the close of business
on the Distribution Date, and at or prior to the close of business on the
earlier of the Redemption Date or the Final Expiration Date, any Right
Certificate or Right Certificates (other than Right Certificates representing
Rights that have become void pursuant to Section 11(a)(iii) hereof or that have
been exchanged pursuant to Section 24 hereof) may be transferred, split up,
combined or exchanged for another Right Certificate or Right Certificates,
entitling the registered holder to purchase a like number of one one-hundredths
of a Preferred Share as the Right Certificate or Right Certificates surrendered
then entitled such holder 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 designated office of the
Rights Agent or its office in New York, New York, along with a signature
guarantee and such other and further documentation as the Rights Agent may
reasonably require. Thereupon the Rights Agent shall countersign and deliver to
the person entitled hereto a Right Certificate or Right Certificates, as the
case may be, as so requested. The Company may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer, split up, combination or exchange of Right
Certificates.


                                       8

<PAGE>


         Upon receipt by the Company and the Rights Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Right
Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, and, at the Company's or the Rights
Agent's request, reimbursement to the Company and the Rights Agent of all
reasonable expenses incidental thereto, and upon surrender to the Rights Agent,
along with a signature guarantee and such other and further documentation as the
Rights Agent may reasonably require, and cancellation of the Right Certificate
if mutilated, the Company will make and deliver a new Right Certificate of like
tenor to the Rights Agent for countersignature and delivery to the registered
holder in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.

         Section 7. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF
RIGHTS.

              (a) The registered holder of any Right Certificate may exercise
         the Rights evidenced thereby (except as otherwise provided herein) in
         whole or in part at any time after the Distribution Date upon surrender
         of the Right Certificate, with the form of election to purchase on the
         reverse side thereof duly executed, to the Rights Agent at the
         designated office of the Rights Agent, along with a signature guarantee
         and such other and further documentation as the Rights Agent may
         reasonably require, together with payment of the Purchase Price for
         each one one-hundredth of a Preferred Share as to which the Rights are
         exercised, at or prior to the earlier of (i) the close of business on
         June 1, 2010 (the "Final Expiration Date"), (ii) the time at which the
         Rights are redeemed as provided in Section 23 hereof (the "Redemption
         Date"), or (iii) the time at which such Rights are exchanged as
         provided in Section 24 hereof.

              (b) The Purchase Price for each one one-hundredth of a Preferred
         Share pursuant to the exercise of a Right shall be $142, 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) Upon receipt of a Right Certificate representing exercisable
         Rights, with the form of election to purchase duly executed,
         accompanied by payment of the Purchase Price for the shares to be
         purchased and an amount equal to any applicable transfer tax required
         to be paid by the holder of such Right Certificate in accordance with
         Section 9 hereof by certified check, cashier's check, bank draft or
         money order payable to the order of the Company or the Rights Agent,
         the Rights Agent shall thereupon promptly (i) requisition from any
         transfer agent of the Preferred Shares certificates for the number of
         Preferred Shares to be purchased and the Company hereby irrevocably
         authorizes its transfer agent to comply with all such requests, (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) after receipt of such certificates, cause the
         same to be delivered to or upon the order of the registered


                                       9

<PAGE>


         holder of such Right Certificate, registered in such name or names as
         may be designated by such holder and (iv) when appropriate, after
         receipt, deliver such cash 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 Voting Shares) of the
         Company, pay cash and/or distribute other property pursuant to Section
         11(a) hereof, the Company will make all arrangements, including
         determination of exchange ratios, reasonably necessary so that such
         other securities, cash or other property shall be 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 to the registered
         holder of such Right Certificate or to his duly authorized assigns,
         subject to the provisions of Section 14 hereof.

         Section 8. CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES. All
Right Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancellation or in cancelled form,
or, if surrendered to the Rights Agent, shall be cancelled by it, and no Right
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Rights 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 cancelled Right Certificates to the Company, or shall, at the written
request of the Company, destroy such cancelled Right Certificates, and in such
case shall deliver a certificate of destruction thereof to the Company.

         Section 9. RESERVATION AND AVAILABILITY OF PREFERRED SHARES. The
Company covenants and agrees that it will cause to be reserved and kept
available out of its authorized and unissued Preferred Shares or any Preferred
Shares held in its treasury, the number of Preferred Shares that will be
sufficient to permit the exercise in full of all outstanding Rights.

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

         If the Preferred Shares issuable upon the exercise of Rights are to be
listed on any national securities exchange, the Company covenants and agrees to
use its best efforts to cause, from and


                                       10

<PAGE>


after such time as the Rights become exercisable, all Preferred Shares reserved
for such issuance to be listed on such exchange upon official notice of issuance
upon such exercise.

         The Company further covenants and agrees that it will pay when due and
payable any and all federal and state transfer taxes and charges which may be
payable in respect of the issuance or delivery of the Right Certificates or of
any Preferred Shares upon the exercise of Rights. The Company shall not,
however, be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of Right Certificates to a person other than, or the
issuance or delivery of certificates or depositary receipts for the Preferred
Shares in a name other than that of, the registered holder of the Right
Certificate evidencing Rights surrendered for exercise or to issue or to deliver
any certificates or depositary receipts for Preferred Shares upon the exercise
of any Rights until any such tax 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 is
due.

         Section 10. PREFERRED SHARES RECORD DATE. Each person in whose name any
certificate for Preferred Shares is issued upon the exercise of Rights shall for
all purposes be deemed to have become the holder of record of the Preferred
Shares 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 transfer taxes) was made;
PROVIDED, HOWEVER, that if the date of such surrender and payment is a date upon
which the Preferred Shares transfer books of the Company are closed, such person
shall be deemed to have become the record holder of such shares on, and such
certificate shall be dated, the next succeeding Business Day on which the
Preferred Shares transfer books of the Company 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 holder of Preferred Shares for which the Rights
shall be exercisable, including, without limitation, the right to vote, to
receive dividends or other distributions or to exercise any preemptive rights,
and shall not be entitled to receive any notice of any proceedings of the
Company, except as provided herein.

         Section 11. ADJUSTMENT OF PURCHASE PRICE, REDEMPTION PRICE, NUMBER OF
SHARES OR NUMBER OF RIGHTS. The Purchase Price, the Redemption Price, the number
of Preferred Shares covered by each Right and the number of Rights outstanding
are subject to adjustment from time to time as provided in this Section 11.

                   (a) (i) In the event the Company shall at any time after
               the date of this Agreement (A) declare a dividend on the
               Preferred Shares payable in Preferred Shares, (B) subdivide
               the outstanding Preferred Shares, (C) combine the outstanding
               Preferred Shares into a smaller number of Preferred Shares or
               (D) issue any shares of its capital stock in a reclassification
               of the Preferred Shares (including any such reclassification
               in connection with a consolidation, amalgamation or merger
               in which


                                       11

<PAGE>


              the Company is the continuing or surviving corporation), except as
              otherwise provided in this Section 11(a), the Purchase Price in
              effect at the time of the record date for such dividend or of
              the effective date of such subdivision, combination or
              reclassification, and the number and kind of shares of capital
              stock issuable on such date, shall be proportionately adjusted
              so that the holder of any Right exercised after such time shall
              be entitled to receive the aggregate number and kind of shares
              of capital stock which, if such Right had been exercised
              immediately prior to such date and at a time when the Preferred
              Shares 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;
              PROVIDED, HOWEVER, that in no event shall the consideration to
              be paid upon the exercise of one Right be less than the
              aggregate par value of the shares of capital stock of the
              Company issuable upon exercise of one Right.

                   (ii) Subject to Sections 23(b) and 24 of this Rights
              Agreement, in the event any Person shall become an Acquiring
              Person, proper provision shall be made so that each holder of a
              Right, except as provided in Section 11(a)(iii) hereof, shall
              thereafter have a right to receive, upon exercise thereof at a
              price equal to the then current Purchase Price multiplied by the
              number of one one-hundredths of a Preferred Share for which a
              Right is then exercisable, in accordance with the terms of this
              Agreement and in lieu of Preferred Shares, such number of A Shares
              (in the case of a Right which prior to the Distribution Date was
              evidenced by a certificate for A Shares) or B Shares (in the case
              of a Right which prior to the Distribution Date was evidenced by a
              certificate for B Shares) as shall equal the result obtained by
              (A) multiplying the then current Purchase Price by the then number
              of one one-hundredths of a Preferred Share for which a Right is
              then exercisable and dividing that product by (B) 50% of the then
              current per share market price of the A Shares or B Shares, as
              appropriate, (determined pursuant to Section 11(d)) on the date
              such Person became an Acquiring Person (such number of shares, the
              "Adjustment Shares").

                   (iii) Notwithstanding the foregoing provisions of
              subparagraph (ii), from and after the occurrence of such event,
              any Rights that are or were acquired or beneficially owned by an
              Acquiring Person (or any Associate or Affiliate of such Acquiring
              Person) shall be void and any holder of such Rights shall
              thereafter have no right to exercise such Rights under any
              provision of this Agreement. No Right Certificate shall be issued
              pursuant to Section 3 that represents Rights beneficially owned by
              an Acquiring Person or any Associate or Affiliate thereof and no
              Right Certificate shall be issued at any time upon the transfer of
              any Rights to an Acquiring Person or any Associate or Affiliate
              thereof or to any nominee of such Acquiring Person, Associate or
              Affiliate. Where a Right Certificate is to be issued or is


                                       12

<PAGE>


              delivered to the Rights Agent for transfer to such an Acquiring
              Person and the Rights Agent has received notice from the Company
              that the beneficial owner or transferee is an Acquiring Person,
              that Right Certificate shall be cancelled or shall not be issued.
              The Rights Agent shall have no liability for refusing to issue or
              cancelling such Right Certificates.

                   (iv) In the event that there shall not be sufficient A Shares
              or B Shares issued but not outstanding or authorized but not
              issued (and unreserved) to permit the exercise in full of the
              Rights in accordance with the foregoing subparagraph (ii), the
              Company shall take all action as may be necessary to authorize
              additional A Shares or B Shares for issuance upon exercise of the
              Rights. The Company covenants and agrees to use its best efforts
              to (A) cause a registration statement under the Securities Act on
              an appropriate form, with respect to the A Shares and B Shares
              purchasable upon exercise of the Rights, to remain effective (with
              a prospectus at all times meeting the requirements of the
              Securities Act) until the Final Expiration Date; (B) qualify or
              register the A Shares and B Shares purchasable upon exercise of
              the Rights under the blue sky laws of such jurisdictions as may be
              necessary or appropriate; and (C) list the A Shares and B Shares
              purchasable upon the exercise of the Rights on each national
              securities exchange on which the A Shares and B Shares are listed
              prior to the exercisability of the Rights.

                   (v) In the event that the number of A Shares or B Shares
              which are authorized for issuance but not outstanding or reserved
              for issuance for purposes other than upon exercise of the Rights
              are not sufficient to permit the exercise in full of the Rights in
              accordance with the foregoing subparagraph (ii) of this Section
              11(a), the Company 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 (such
              excess, the "Spread"), and (B) with respect to each Right, make
              adequate provision to substitute for the Adjustment Shares, upon
              payment of the applicable Purchase Price, (1) cash, (2) a
              reduction in the Purchase Price, (3) A Shares or B Shares, as
              appropriate, or other equity securities of the Company (including,
              without limitation, preferred shares, or units of preferred
              shares, which the Board of Directors of the Company has deemed to
              have the same value as A Shares or B Shares (such preferred
              shares, "common stock equivalents")), (4) debt securities of the
              Company, (5) other assets, or (6) any combination of the
              foregoing, having an aggregate value equal to the Current Value,
              where such aggregate value has been determined by the Board of
              Directors of the Company with the advice of a nationally
              recognized investment banking firm selected by the Board of
              Directors of the Company; PROVIDED, HOWEVER, that if the Company
              shall not have made adequate provision to deliver Current Value
              pursuant to clause (B) above within thirty (30)


                                       13

<PAGE>


              days following the later of (x) the first occurrence of an event
              described in Section 11(a)(ii) and (y) the date on which the
              Company's right of redemption pursuant to Section 23 expires (the
              later of (x) and (y) being referred to herein as the "Section
              11(a)(ii) Trigger Date"), then the Company shall be obligated to
              deliver, upon the surrender for exercise of a Right and without
              requiring payment of the Purchase Price, A Shares or B Shares (to
              the extent available) and then, if necessary, cash, which shares
              and/or cash have an aggregate value equal to the Spread. If the
              Board of Directors of the Company shall determine in good faith
              that it is likely that sufficient additional A Shares or B Shares
              could be authorized for issuance upon exercise in full of the
              Rights, the thirty (30) day period set forth above may be extended
              to the extent necessary, but not more than ninety (90) days after
              the Section 11(a)(ii) Trigger Date, in order that the Company may
              seek shareholder 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 must be taken pursuant to the first and/or second sentences
              of this Section 11(a)(v), the Company (x) shall provide, subject
              to Section 11(a)(iii) hereof, that such action shall apply
              uniformly to all outstanding Rights to purchase Adjustment Shares
              which are A Shares and to all outstanding Rights to purchase
              Adjustment Shares which are B Shares, and (y) may suspend the
              exercisability of the Rights until the expiration of the
              Substitution Period in order to seek any authorization of
              additional shares and/or to decide the appropriate form of
              distribution to be made pursuant to such first sentence and to
              determine the aggregate value thereof. In the event of any such
              suspension, the Company shall issue a public announcement and
              simultaneously provide the Rights Agent with written notice
              stating that the exercisability of the Rights has been temporarily
              suspended, as well as a public announcement when the suspension is
              no longer in effect. For purposes of this Section 11(a)(v), the
              value of the A Shares and B Shares shall be the current market
              price (as determined pursuant to Section 11(d) hereof) of an A
              Share and a B Share on the Section 11(a)(ii) Trigger Date and the
              value of any "common stock equivalent" shall be deemed to have the
              same value as the A Shares on such date.

              (b) In case the Company shall fix a record date for the issuance
         of rights, options or warrants to all holders of Preferred Shares
         entitling them (for a period expiring within 45 calendar days after
         such record date) to subscribe for or purchase Preferred Shares (or
         shares having the same rights, privileges and preferences as the
         Preferred Shares ("equivalent preferred shares")) or securities
         convertible into Preferred Shares or equivalent preferred shares at a
         price per Preferred Share or equivalent preferred share (or having a
         conversion price per share, if a security convertible into Preferred
         Shares or equivalent preferred shares) less than the then current per
         share market price of the Preferred Shares (as defined in Section
         11(d)) on such record date, the Purchase Price to be in effect after
         such record date shall be


                                       14

<PAGE>


         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 Preferred Shares outstanding on such record date plus
         the number of Preferred Shares which the aggregate offering price of
         the total number of Preferred Shares and/or equivalent preferred shares
         so to be offered (and/or the aggregate initial conversion price of the
         convertible securities so to be offered) would purchase at such current
         market price and the denominator of which shall be the number of
         Preferred Shares outstanding on such record date plus the number of
         additional Preferred Shares and/or equivalent preferred shares to be
         offered for subscription or purchase (or into which the convertible
         securities so to be offered are initially convertible). 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 and binding upon the Rights Agent and the
         holders. Preferred Shares owned by or held for the account of the
         Company shall not be deemed outstanding for the purpose of any such
         computation. Such adjustment shall be made successively whenever such a
         record date is fixed; and in the event that such rights or warrants are
         not so issued, the Purchase Price shall be adjusted to be the Purchase
         Price which would then be in effect if such record date had not been
         fixed.

              (c) In case the Company shall fix a record date for the making of
         a distribution to all holders of the Preferred Shares (including any
         such distribution made in connection with a consolidation or merger in
         which the Company is the continuing or surviving corporation) of
         evidences of indebtedness or assets (other than a regular quarterly
         cash dividend or a dividend payable in Preferred Shares) or
         subscription rights or warrants (excluding those referred to in Section
         11(b)), 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 then current per share market price of the Preferred Shares (as
         defined in Section 11(d)) 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 Preferred Share and the denominator of which
         shall be such current per share market price of the Preferred Shares.
         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
         per share market price" of any security (a "Security" for the purpose
         of this Section 11(d)(i)) on any date shall be deemed to be the average
         of the daily closing prices per share of such Security for the 30


                                       15

<PAGE>


         consecutive Trading Days (as such term is hereinafter defined)
         immediately prior to such date; PROVIDED, HOWEVER, that in the event
         that the current per share market price of the Security is determined
         during a period following the announcement by the issuer of such
         Security of (A) a dividend or distribution on such Security payable in
         shares of such Security or securities convertible into such shares, or
         (B) any subdivision, combination or reclassification of such Security
         and prior to the expiration of 30 Trading Days after the ex-dividend
         date for such dividend or distribution, or the record date for such
         subdivision, combination or reclassification, then, and in each such
         case, the current per share market price shall be appropriately
         adjusted to reflect the current market price per share equivalent of
         such Security. The closing price for each day shall be the last sale
         price, regular way, or, in case no such sale takes place on such day,
         the average of the closing bid and asked prices, regular way, in either
         case as reported in the principal consolidated transaction reporting
         system with respect to securities listed or admitted to trading on the
         New York Stock Exchange or, if the Security is not listed or admitted
         to trading on the New York Stock Exchange, as reported in the principal
         consolidated transaction reporting system with respect to securities
         listed on the principal national securities exchange on which the
         Security is listed or admitted to trading or, if the Security is not
         listed or admitted to trading on any national securities exchange, the
         last sale price or, in case no such sale takes place on such day, the
         average of the high bid and low asked prices in the Nasdaq Stock Market
         or, if on any such date the Security is not quoted in the Nasdaq Stock
         Market, the average of the closing bid and asked prices as furnished by
         a professional market maker making a market in the Security selected by
         the Board of Directors of the Company. The term "Trading Day" shall
         mean a day on which the principal national securities exchange on which
         the Security is listed or admitted to trading is open for the
         transaction of business or, if the Security is not listed or admitted
         to trading on any national securities exchange, a Business Day.

                   (ii) For the purpose of any computation hereunder, the
         "current per share market price" of the Preferred Shares shall be
         determined in accordance with the method set forth in Section 11(d)(i).
         If the Preferred Shares are not publicly traded, the "current per
         share market price" of the Preferred Shares shall be conclusively
         deemed to be the current per share market price of the A Shares or
         B Shares, as appropriate, as determined pursuant to Section 11(d)(i)
         (appropriately adjusted to reflect any stock split, stock dividend
         or similar transaction occurring after the date hereof), multiplied
         by one hundred. If neither the A Shares or B Shares, as appropriate,
         nor the Preferred Shares are publicly held or so listed or traded,
         "current per share market price" shall mean the fair value per share
         as determined in good faith by the Board of Directors of the Company,
         whose determination shall be described in a statement filed with
         the Rights Agent and binding upon the Rights Agent and the holders.

              (e) No adjustment in the Purchase Price shall be required unless
         such adjustment would require an increase or decrease of at least 1% in
         the Purchase Price; PROVIDED,


                                       16

<PAGE>


         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 one millionth of a
         Preferred Share or one ten-thousandth of any other share or security 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 requires such adjustment or (ii) the date of the
         expiration of the right to exercise any Rights.

              (f) If as a result of an adjustment made pursuant to Section
         11(a), the holder of any Right thereafter exercised shall become
         entitled to receive any shares of capital stock of the Company other
         than Preferred Shares, thereafter 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 Shares
         contained in Section 11(a) through (c), inclusive, and the provisions
         of Sections 7, 9, 10 and 13 with respect to the Preferred Shares shall
         apply on like terms to any such other shares.

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

              (h) Unless the Company shall have exercised its election as
         provided in Section 11(i), upon each adjustment of the Purchase Price
         as a result of the calculations made in Sections 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 Preferred Share
         (calculated to the nearest one one-millionth of a Preferred Share)
         obtained by (i) multiplying (x) the number of one one-hundredths of a
         share covered by a Right immediately prior to this adjustment by (y)
         the Purchase Price in effect immediately prior to such adjustment of
         the Purchase Price and (ii) dividing the product so obtained by the
         Purchase Price in effect immediately after such adjustment of the
         Purchase Price.

              (i) The Company may elect on or after the date of any adjustment
         of the Purchase Price to adjust the number of Rights, in substitution
         for any adjustment in the number of one one-hundredths of a Preferred
         Share 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 Preferred Share
         for which a Right was exercisable immediately prior to such adjustment.
         Each Right held of record prior to such adjustment of


                                       17

<PAGE>


         the number of Rights shall become that number of Rights (calculated to
         the nearest one ten-thousandth) obtained by dividing the Purchase Price
         in effect immediately prior to adjustment of the Purchase Price by the
         Purchase Price in effect immediately after adjustment of the Purchase
         Price. The Company shall make a public announcement and simultaneously
         provide the Rights Agent with written notice of its election to adjust
         the number of Rights, indicating the record date for the adjustment,
         and, if known at the time, the amount of the adjustment to be made.
         This record date may be the date on which the Purchase Price is
         adjusted or any day thereafter but, if the 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 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 one one-hundredths of a Preferred Share issuable upon
         the exercise of the Rights, the Right Certificates theretofore and
         thereafter issued may continue to express the Purchase Price and the
         number of one one-hundredths of a Preferred Share 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 one one-hundredth of the then par
         value, if any, of the Preferred Shares issuable upon exercise of the
         Rights, the Company shall take any corporate action which may, in the
         opinion of its counsel, be necessary in order that the Company may
         validly and legally issue fully paid and nonassessable Preferred Shares
         at such adjusted Purchase Price.

              (l) In any case in which this Section 11 shall require that an
         adjustment in the Purchase Price be made effective as of a record date
         for a specified event, the Company may elect to defer until the
         occurrence of such event the issuing to the holder of any Right
         exercised after such record date of the Preferred Shares and other
         capital stock or securities of the Company, if any, issuable upon such
         exercise over and above the Preferred Shares and other capital stock or
         securities of the Company, if any, issuable upon such exercise on the


                                       18

<PAGE>


         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 upon the occurrence of the event
         requiring such adjustment and shall provide the Rights Agent with
         prompt written notice of any such election.

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

              (n) In the event that at any time after the date of this Agreement
         and prior to the Distribution Date, the Company shall (i) declare or
         pay any dividend on the Voting Shares payable in Voting Shares or (ii)
         effect a subdivision, combination or consolidation of the Voting Shares
         (by reclassification or otherwise than by payment of dividends in
         Voting Shares) into a greater or lesser number of Voting Shares, then
         in any such case (i) the number of one one-hundredths of a Preferred
         Share purchasable after such event upon proper exercise of each Right
         shall be determined by multiplying the number of one one-hundredths of
         a Preferred Share so purchasable immediately prior to such event by a
         fraction, the numerator of which is the number of Voting Shares
         outstanding immediately before such event and the denominator of which
         is the number of Voting Shares outstanding immediately after such
         event, (ii) each Voting Share outstanding immediately after such event
         shall have issued with respect to it that number of Rights which each
         Voting Share outstanding immediately prior to such event had issued
         with respect to it and (iii) the Redemption Price in effect at the time
         of the record date for such dividend or of the effective date of such
         subdivision, combination or consolidation shall be adjusted so that the
         holder of any Right redeemed after such time shall be entitled to
         receive the aggregate payment which, if such Right had been redeemed
         immediately prior to such date, he would have received upon such
         redemption. The adjustments provided for in this Section 11(n) shall be
         made successively whenever such a dividend is declared or paid or such
         a subdivision, combination or consolidation is effected.

         Section 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES.
Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the
Company shall promptly (a) prepare a certificate setting forth such adjustment,
and a brief statement of the facts accounting for


                                       19

<PAGE>


such adjustment, (b) file with the Rights Agent and with each transfer agent for
the Voting Shares or the Preferred Shares a copy of such certificate and (c)
mail a brief summary thereof to each holder of a Right Certificate in accordance
with Section 25 hereof. The Rights Agent may rely, and shall incur no liability
for relying upon, the most recent such certificate which it has received.

         Section 13. CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR
EARNING POWER. In the event that following the Distribution Date, directly or
indirectly, (a) the Company shall consolidate with, amalgamate with or merge
with and into, any other Person, (b) any Person shall consolidate or amalgamate
with the Company, or merge with and into the Company and the Company shall be
the continuing or surviving corporation of such merger and, in connection with
such merger, all or part of the Voting Shares shall be changed into or exchanged
for stock or other securities of any other Person (or the Company) or cash or
any other property, or (c) 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 or earning power aggregating 50% or more of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person other than the Company or one or more of its wholly-owned
Subsidiaries, then, and in each such case, proper provision shall be made so
that (i) each holder of a Right (except as otherwise provided herein) shall
thereafter have the right to receive, upon the exercise thereof at a price equal
to the then current Purchase Price multiplied by the number of one
one-hundredths of a Preferred Share for which a Right is then exercisable, in
accordance with the terms of this Agreement, such number of Common Shares of the
Principal Party (including the Company as successor thereto or as the surviving
corporation, in which event the term "Common Shares" as used in this Section 13
shall mean A Shares (in the case of a Right which prior to the Distribution Date
was evidenced by a certificate for AaShares) and BaShares (in the case of a
Right which prior to the Distribution Date was evidenced by a certificate for
BaShares)) as shall be equal to the result obtained by (x) multiplying the then
current Purchase Price by the number of one one-hundredths of a Preferred Share
for which a Right is then exercisable and dividing that product by (y) 50% of
the then current per share market price of the Common Shares of such Principal
Party (determined pursuant to Section 11(d)) on the date of consummation of such
consolidation, merger, sale or transfer; (ii) such Principal Party shall
thereafter be liable for, and shall assume, by virtue of such consolidation,
amalgamation, merger, sale or transfer, all the obligations and duties of the
Company pursuant to this Agreement; (iii) the term "Company" herein shall
thereafter be deemed to refer to such Principal Party; and (iv) such Principal
Party shall take such steps (including, but not limited to, the reservation of a
sufficient number of its Common Shares) in connection with such consummation as
may be necessary to assure that the provisions hereof shall thereafter be
applicable, as nearly as reasonably may be, in relation to the Common Shares
thereafter deliverable upon the exercise of the Rights. The Company shall not
enter into any transaction of the kind referred to in this Section 13 if at the
time of such transaction there are any rights, warrants, instruments or
securities outstanding or any agreements or arrangements which, as a result of
the consummation of such transaction, would eliminate or substantially diminish
the benefits intended to be afforded by the Rights. The Company shall not
consummate any such


                                       20

<PAGE>


consolidation, amalgamation, merger, sale or transfer unless prior thereto the
Company and such Principal Party shall have executed and delivered to the Rights
Agent a supplemental agreement so providing. The provisions of this Section 13
shall similarly apply to successive mergers or consolidations, amalgamations or
sales or other transfers.

         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
         fractional Rights would otherwise be issuable an amount in cash equal
         to the same fraction of the current market value of a whole Right. For
         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 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 sale price or, in case no such sale takes
         place on such day, the average of the high bid and low asked prices in
         the Nasdaq Stock Market or, if on any such date the Rights are not
         quoted in the Nasdaq Stock Market, the average of the closing bid and
         asked prices as furnished by a professional market maker making a
         market in the Rights selected by the Board of Directors of the Company.
         If on any such date no such market maker is making a market in the
         Rights, the fair value of the Rights on such date as determined in good
         faith by the Board of Directors of the Company shall be used.

              (b) The Company shall not be required to issue fractions of
         Preferred Shares upon exercise of the Rights or to distribute
         certificates which evidence fractional Preferred Shares. In lieu of
         fractional Preferred Shares, the Company shall 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 Preferred Share. For purposes of this
         Section 14(b), the current market value of a Preferred Share shall be
         the closing price of a Preferred Share (as determined pursuant to the
         second sentence of Section 11(d)(i) hereof) for the Trading Day
         immediately prior to the date of such exercise or exchange.


                                       21

<PAGE>


              (c) 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.

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

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

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

              (b) after the Distribution Date, the Right Certificates are
         transferable only on the registry books of the Rights Agent if
         surrendered at the principal offices of the Rights Agent or at its
         office in New York, New York, duly endorsed or accompanied by a proper
         instrument of transfer, along with a signature guarantee and such other
         and further documentation as the Rights Agent may reasonably require;
         and

              (c) the Company and the Rights Agent may deem and treat the person
         in whose name the Right Certificates (or, prior to the Distribution
         Date, the associated Voting Shares certificate) is registered as the
         absolute owner thereof and of the Rights evidenced thereby
         (notwithstanding any notations of ownership or writing on the Right
         Certificates or the associated Voting Shares 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.


                                       22

<PAGE>


         Section 17. RIGHT CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER. No
holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the Preferred Shares 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
Certificate, as such, any of the rights of a shareholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
shareholders (except as provided in Section 25 hereof), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by
such Right Certificate shall have been exercised in accordance with the
provisions hereof.

         Section 18. CONCERNING THE RIGHTS AGENT. The Company agrees to pay to
the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and disbursements and other disbursements incurred in
the administration and execution of this Agreement and the exercise and
performance of its duties hereunder. The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss, liability or
expense incurred without gross negligence, bad faith or willful misconduct on
the part of the Rights Agent, for anything done or omitted by the Rights Agent
in connection with the acceptance and administration of this Agreement,
including the costs and expenses of defending against any claim of liability in
the premises and including reasonable counsel fees and expenses.

         The Rights Agent shall be protected and shall incur no liability for,
or in respect of any action taken, suffered or omitted by it in connection with,
its administration of this Agreement in reliance upon any Right Certificate or
certificate for the Preferred Shares or Voting Shares or for other securities of
the Company, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate,
statement, instructions 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.
Any corporation into which the Rights Agent or any successor Rights Agent may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which the Rights Agent or any successor Rights
Agent shall be party, or any corporation succeeding to the corporate trust
business of the Rights Agent or any successor Rights Agent, shall be the
successor to the Rights Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
provided that such corporation would be eligible for appointment as a successor
Rights Agent under the provisions of Section 21 hereof. In case at the time such


                                       23

<PAGE>


successor Rights Agent shall succeed to the agency created by this Agreement,
any of the Right Certificates shall have been countersigned but not delivered,
any such successor Rights Agent may adopt the countersignature of the
predecessor Rights Agent and deliver such Right Certificates so countersigned;
and 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.

         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 Certificate shall have the full force
provided in the Right Certificates and in this Agreement.

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

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

              (b) Whenever in the performance of its duties under this Agreement
         the Rights Agent shall deem it necessary or desirable that any fact or
         matter be proved or established by the Company prior to taking or
         suffering any action hereunder, such fact or matter (unless other
         evidence in respect thereof be herein specifically prescribed) may be
         deemed to be conclusively proved and established by a certificate
         signed by any one of the President, any Executive Vice President or
         Senior Vice President or Vice President, the Treasurer, the Secretary,
         or any Assistant Treasurer or Assistant Secretary of the Company and
         delivered to the Rights Agent; and such certificate shall be full
         authorization to the Rights Agent for any action taken or suffered in
         good faith by it under the provisions of this Agreement in reliance
         upon such certificate.

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


                                       24

<PAGE>


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

              (e) The Rights Agent shall not be under any responsibility in
         respect of the validity of this Agreement or the execution and delivery
         hereof (except the due execution hereof by the Rights Agent) or in
         respect of the validity or execution of any Right Certificate (except
         its countersignature thereof); nor shall it be responsible for any
         breach by the Company of any covenant or condition contained in this
         Agreement or in any Right Certificate; nor shall it be responsible for
         any change in the exercisability of the Rights or any adjustment in the
         terms of the Rights (including the manner, method or amount thereof)
         provided for in Section 3, 11, 13, 23 or 24, or the ascertaining of the
         existence of facts that would require any such change or adjustment
         (except with respect to the exercise of Rights evidenced by Right
         Certificates after actual notice that such change or adjustment is
         required); nor shall it by any act hereunder be deemed to make any
         representation or warranty as to the authorization or reservation of
         any Preferred Shares to be issued pursuant to this Agreement or any
         Right Certificate or as to whether any Preferred Shares will, when
         issued, be validly authorized and issued, fully paid and nonassessable.

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

              (g) The Rights Agent is hereby authorized and directed to accept
         instructions with respect to the performance of its duties hereunder
         and certificates delivered pursuant to any provision hereof from the
         President, any Executive Vice President or Senior Vice President or
         Vice President, the Secretary, any Assistant Secretary, the Treasurer
         or any Assistant Treasurer of the Company, and is authorized to apply
         to such officers for advice or instructions in connection with its
         duties, and it shall not be liable for any action taken or suffered to
         be taken by it in good faith in accordance with such instructions of
         any such officer. An application by the Rights Agent for instructions
         may set forth in writing any action proposed to be taken or omitted by
         the Rights Agent with respect to its duties and obligations under this
         Agreement and the date on and/or after which such action shall be
         taken, and the Rights Agent shall not be liable for any action taken or
         omitted in accordance with a proposal included in any such application
         on or after the date specified therein (which date shall not be less
         than two Business Days after the Company receives such application)
         without the consent of the Company unless prior to taking or omitting
         such action, the Rights Agent has received written instructions in
         response to such application specifying the actions to be taken or
         omitted.


                                       25

<PAGE>


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

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

              (j) 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 the repayment of such funds or adequate indemnification
         against such risk or liability is not reasonably assured to it.

              (k) In addition to the foregoing, the Rights Agent shall be
         protected and shall incur no liability for, or in respect of, any
         action taken or omitted by it in connection with its administration of
         this Agreement in reliance upon (i) the proper execution of the
         certification concerning beneficial ownership appended to the Form of
         Assignment and the Form of Election to Purchase included as part of
         Exhibit B hereto (the "Certification"), unless the Rights Agent shall
         have actual knowledge that, as executed, the Certification is untrue or
         (ii) the non-execution or failure to complete the Certification
         including, without limitation, any refusal to honor any otherwise
         permissible assignment or election by reason of such non-execution or
         failure.

         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, at the Company's
expense, to each transfer agent of the Voting Shares or Preferred Shares 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
Voting Shares or Preferred Shares 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


                                       26

<PAGE>


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 Company shall become the Rights Agent and 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 a corporation organized and doing
business under the laws of the United States or of the State of New York (or of
any other state of the United States so long as such corporation is authorized
to do business as a banking institution in the State of New York), in good
standing, having an office in the State of New York, which is authorized under
such laws to exercise corporate trust powers and is subject to supervision or
examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least $50
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 the Voting Shares
or Preferred Shares, and mail a notice thereof in writing to the registered
holders of the Right Certificates. Failure to give any notice provided for in
this Section 21, however, or any defect therein, 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 its Board of Directors to reflect any adjustment or change
in the Purchase Price and the number or kind of class of shares or other
securities or property purchasable under the Right Certificates made in
accordance with the provisions of this Agreement. In addition, in connection
with the issuance or sale of Voting Shares following the Distribution Date and
prior to the redemption or expiration of the Rights, the Company (a) shall, with
respect to Voting Shares 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 hereinafter issued by the Company, and (b)
may, in any other case, if deemed necessary or appropriate by the Board of
Directors of the Company, issue 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


                                       27

<PAGE>


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 Rights may be redeemed by action of the Board of Directors
         pursuant to subsection (b) of this Section 23 and shall not be redeemed
         in any other manner.

              (b) The Board of Directors of the Company may, at its option, at
         any time prior to the close of business on the 10th day following such
         time as any Person becomes an Acquiring Person, redeem all but not less
         than all the then outstanding Rights at a redemption price of $.05 per
         Right, appropriately adjusted as provided in Section 11(n) to reflect
         any stock split, stock dividend or similar transaction occurring after
         the date hereof (such redemption price being hereinafter referred to as
         the "Redemption Price"). Notwithstanding anything contained in this
         Agreement to the contrary, the Rights shall not be exercisable after
         the first occurrence of an event described in Section 11(a)(ii) until
         such time as the Company's right of redemption hereunder has expired.
         The Company may, at its option, pay the Redemption Price in cash, A
         Shares (based on the "current market price," as defined in Section
         11(d)(i) hereof, of the A Shares at the time of redemption) or any
         other form of consideration deemed appropriate by the Board of
         Directors.

              (c) Immediately upon the action of the Board of Directors of the
         Company ordering the redemption of the Rights pursuant to subsection
         (b) of this Section 23, 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 such action of the Board of
         Directors ordering the redemption of the Rights pursuant to subsection
         (b), the Company shall give written notice of redemption to the Rights
         Agent and shall give notice of redemption to the holders of the then
         outstanding Rights by mailing such notice to all such holders at their
         last addresses as they appear upon the registry books of the Rights
         Agent or, prior to the Distribution Date, on the registry books of the
         transfer agent for the Voting Shares. 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 for value any Rights at any time in any manner
         other than that specifically set forth in this Section 23 or in Section
         24 hereof, and other than in connection with the purchase of Voting
         Shares 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


                                       28

<PAGE>


exercisable Rights (which shall not include Rights that have become void
pursuant to the provisions of Section 11(a)(iii) hereof) (i) for A Shares at an
exchange ratio of one A Share per Right (in the case of Rights which prior to
the Distribution Date were evidenced by certificates for A Shares), and (ii) for
B Shares at a ratio of one B Share per Right (in the case of Rights which prior
to the Distribution Date were evidenced by certificates for B Shares),
appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the Record Date (such exchange ratio being
hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing,
the Board of Directors shall not be empowered to effect such exchange at any
time after any Person (other than the Company, SCL, any Subsidiary of the
Company or SCL, any employee benefit plan of the Company or any Subsidiary of
the Company, or any entity holding Voting Shares for or pursuant to the terms of
any such a plan), together with all Affiliates and Associates of such Person,
becomes the Beneficial Owner of shares carrying 50% or more of the total voting
rights which may be cast at any general meeting of the Company.

         (b) Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to subsection (a) of
this Section 24, and without any further action and without any notice, the
right to exercise such Rights shall terminate and the only right thereafter
of a holder of such Rights shall be to receive that number of A Shares or B
Shares 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; PROVIDED, HOWEVER, that the failure to give, or any defect in, such
notice shall not affect the validity of such exchange. The Company shall
promptly 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 A
Shares for Rights will be effected and, in the event of any partial exchange,
the number of Rights which will be exchanged. Any partial exchange shall be
effected pro rata based on the number of Rights (other than Rights which have
become void pursuant to the provisions of Section 11(a)(iii) hereof) held by
each holder of Rights.

         (c) In the event that there shall not be sufficient A Shares or B
Shares 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 A Shares or B Shares for issuance upon exchange of the Rights.

                                       29

<PAGE>


         Section 25.  NOTICE OF CERTAIN EVENTS.

              (a) In case the Company shall propose (i) to pay any dividend
         payable in stock of any class to the holders of its Preferred Shares or
         to make any other distribution to the holders of its Preferred Shares
         (other than a regular quarterly cash dividend), or (ii) to offer to the
         holders of its Preferred Shares rights or warrants to subscribe for or
         to purchase any additional Preferred Shares or shares of stock of any
         class or any other securities, rights or options, or (iii) to effect
         any reclassification of its Preferred Shares (other than a
         reclassification involving only the subdivision of outstanding
         Preferred Shares), or (iv) to effect any consolidation, amalgamation or
         merger into or with, or to effect any sale or other transfer (or to
         permit one or more of its Subsidiaries to effect any sale or other
         transfer), in one or more transactions, of 50% or more of the assets 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, or (vi) to declare or pay any dividend on
         the Voting Shares payable in Voting Shares or to effect a subdivision,
         combination or consolidation of the Voting Shares (by reclassification
         or otherwise than by payment of dividends in Voting Shares), then, in
         each such case, the Company shall give to the Rights Agent and to each
         holder of a Right Certificate, 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, consolidation,
         amalgamation, merger, sale, transfer, liquidation, dissolution, or
         winding up is to take place and the date of participation therein by
         the holders of the Voting Shares and/or Preferred Shares, 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 20 days prior
         to the record date for determining holders of the Preferred Shares for
         purposes of such action, and in the case of any such other action, at
         least 20 days prior to the date of the taking of such proposed action
         or the date of participation therein by the holders of the Voting
         Shares and/or Preferred Shares, whichever shall be the earlier.

              (b) In case the event set forth in Section 11(a)(ii) of this
         Agreement shall occur, then, in any such case, the Company shall as
         soon as practicable thereafter give to the Rights Agent and to each
         holder of a Right Certificate, in accordance with Section 26 hereof, a
         notice of the occurrence of such event, which notice shall describe the
         event and the consequences of the event to holders of Rights under
         Section 11(a)(ii) hereof.


                                       30

<PAGE>


         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 another address is filed in writing with
the Rights Agent) as follows:

                        Orient-Express Hotels Ltd.
                        41 Cedar Avenue
                        P.O. Box HM 1179
                        Hamilton HM EX, Bermuda

                        Attention:  Secretary

                        with a copy to:

                        Orient-Express Hotels Inc.
                        1155 Avenue of the Americas
                        New York, New York  10036

                        Attention:  Secretary

Subject to the provisions of Section 21 hereof, any notice or demand authorized
by this Agreement to be given or made by the Company or by the holder of any
Right Certificate to or on the Rights Agent 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:

                        Fleet National Bank
                        c/o EquiServe L.P.
                        150 Royall Street
                        Canton, Massachusetts  02021

                        Attention:  Client Administration

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

         Section 27. SUPPLEMENTS AND AMENDMENTS. The Company and the Rights
Agent may from time to time supplement or amend this Agreement without the
approval of any holders of Right Certificates in order to cure any ambiguity, to
correct or supplement any provision contained herein


                                       31

<PAGE>


which may be defective or inconsistent with any other provisions herein, or to
make any other provisions in regard to matters or questions arising hereunder
which the Company and the Rights Agent may deem necessary or desirable and which
shall be consistent with, and for the purpose of fulfilling, the objectives of
the Board of Directors in adopting this Agreement; PROVIDED, HOWEVER, the Rights
Agent shall not be required to consent to any amendment which is adverse to its
own interests; and PROVIDED, FURTHER, HOWEVER, that from and after such time as
any Person becomes an Acquiring Person, this Agreement shall not be amended in
any manner which would adversely affect the interests of the holders of Rights.

         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. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall
be construed to give to any person or corporation other than the Company, the
Rights Agent and the registered holders of the Right Certificates (and, prior to
the Distribution Date, the Voting Shares) 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, the Voting Shares).

         Section 30. SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

         Section 31. GOVERNING LAW. This Agreement and each Right Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
Islands of Bermuda and for all purposes shall be governed by and construed in
accordance with such laws, except that 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.

         Section 32. COUNTERPARTS. This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.

         Section 33. DESCRIPTIVE HEADINGS. Descriptive headings of the several
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.


                                       32

<PAGE>


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


                                  ORIENT-EXPRESS HOTELS LTD.

Attest:

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


                                  FLEET NATIONAL BANK
                                  Attest:

Attest:

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


                                       33

<PAGE>


                                                                       EXHIBIT A

                                      FORM

                                       of

                       CERTIFICATE OF DESIGNATION OF TERMS

                                       of

                 SERIES A JUNIOR PARTICIPATING PREFERRED SHARES

                           (Par Value $.01 Per Share)

                                       of

                           ORIENT-EXPRESS HOTELS LTD.

                           (Pursuant to Section 42 of
                       The Companies Act 1981 of Bermuda)


         We, the undersigned, _______________________ and _____________________,
being respectively the __________________ and the Secretary of ORIENT-EXPRESS
HOTELS LTD., a company organized and existing under laws of the Islands of
Bermuda (hereinafter called the "Company"), DO HEREBY CERTIFY:

         FIRST: That, the Board of Directors of the Company at a meeting thereof
held and convened on ___________, at which a quorum was present and acting
throughout has duly adopted resolutions providing for the issuance of a series
of preferred shares of the Company and that there is set forth below a copy of
said resolutions:

              RESOLVED that the Board of Directors hereby authorizes the issue
         of a series of preferred shares of the Company and hereby fixes the
         designation, preferences and the relative, participating, optional and
         other special rights and qualifications, limitations and restrictions
         thereof as follows:

              1. NUMBER AND DESIGNATION. The number of shares to constitute this
         series of the total authorized amount of preferred shares of the
         Company shall be 500,000


                                      A-1

<PAGE>


         shares and the designation of such shares shall be "Series A Junior
         Participating Preferred Shares," par value $.01 per share (hereinafter
         called "this Series"). All shares of this Series shall be identical
         with each other in all respects.

              2. DIVIDENDS AND DISTRIBUTIONS. (a) Subject to the prior and
         superior rights of the holders of shares of any other series of
         preferred shares or other class of shares not by its terms ranking on a
         parity with, or junior to, this Series with respect to dividends, the
         holders of shares of this Series shall be entitled to receive, when, as
         and if declared by the Board of Directors, quarterly dividends payable
         in cash on the first day of March, June, September and December in each
         year (each such date being referred to herein as a "Quarterly Dividend
         Payment Date"), commencing on the first Quarterly Dividend Payment Date
         after the first issuance of a share of this Series in an amount per
         share (rounded to the nearest cent) equal to the greater of (i) $1.00
         or (ii) an amount per share equal to the Formula Number (as hereinafter
         defined) then in effect times the aggregate per share amount of all
         cash dividends declared on the A Shares since the immediately preceding
         Quarterly Dividend Payment Date or, with respect to the first Quarterly
         Dividend Payment Date, since the first issuance of any share of this
         Series. In addition, if the Company shall pay any dividend or make any
         distribution on the A Shares payable in assets, securities or other
         forms of noncash consideration (other than dividends or distributions
         solely in A Shares) then, in each such case, the Company shall
         simultaneously pay or make on each outstanding share of this Series a
         dividend or distribution in like kind of the Formula Number then in
         effect times such dividend or distribution on each A Share. As used
         herein, the "Formula Number" shall be 100; PROVIDED, HOWEVER, that if
         at any time the Company shall (i) declare or pay any dividend on the
         Voting Shares payable in Voting Shares or make any distribution on the
         Voting Shares in Voting Shares, (ii) subdivide (by a stock split or
         otherwise) the outstanding Voting Shares into a larger number of Voting
         Shares or (iii) combine (by a reverse stock split or otherwise) the
         outstanding Voting Shares into a smaller number of Voting Shares, then
         in each such event the Formula Number shall be adjusted to a number
         determined by multiplying the Formula Number in effect immediately
         prior to such event by a fraction, the numerator of which is the
         aggregate number of Voting Shares that are outstanding immediately
         after such event and the denominator of which is the aggregate number
         of Voting Shares that are outstanding immediately prior to such event
         (and rounding the result to the nearest whole number); and PROVIDED
         FURTHER, that if at any time the Company shall issue any shares of its
         capital stock in a reclassification or change of the outstanding Voting
         Shares (including any such reclassification or change in connection
         with a merger in which the Company is the surviving corporation), then
         in each such event the Formula Number shall be appropriately adjusted
         to reflect such reclassification or change.

                                      A-2

<PAGE>


              (b) The Company shall declare a dividend or distribution on the
         shares of this Series as provided in paragraph (a) above immediately
         prior to or at the same time it declares a dividend or distribution on
         the A Shares (other than a dividend or distribution in A Shares),
         PROVIDED, HOWEVER, that, in the event no dividend or distribution
         (other than a dividend or distribution in A Shares) shall have been
         declared on the A Shares during the period between any Quarterly
         Dividend Payment Date and the next subsequent Quarterly Dividend
         Payment Date, a dividend of $1.00 per share on this Series shall
         nevertheless be payable on such subsequent Quarterly Dividend Payment
         Date. The Board of Directors may fix a record date for the
         determination of holders of shares of this Series entitled to receive a
         dividend or distribution declared thereon, which record date shall be
         the same as the record date for any corresponding dividend or
         distribution on the A Shares.

              (c) Dividends shall begin to accrue and be cumulative on
         outstanding shares of this Series from and after the Quarterly Dividend
         Payment Date next preceding the date of original issue of such shares
         of this Series; PROVIDED, HOWEVER, that dividends on such shares which
         are originally issued after the record date for the determination of
         holders of shares of this Series entitled to receive a quarterly
         dividend and on or prior to the next succeeding Quarterly Dividend
         Payment Date shall begin to accrue and be cumulative from and after
         such Quarterly Dividend Payment Date. Notwithstanding the foregoing,
         dividends on shares of this Series which are originally issued prior to
         the record date for the first Quarterly Dividend Payment shall be
         calculated as if cumulative from and after the March 1, June 1,
         September 1 or December 1, as the case may be, next preceding the date
         of original issuance of such shares. Accrued but unpaid dividends shall
         not bear interest. Dividends paid on the shares of this Series 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.

              (d) The holders of the shares of this Series shall not be entitled
         to receive any dividends or other distributions except as provided
         herein.

              3. VOTING RIGHTS. The holders of shares of this Series shall have
         the following voting rights:

              (a) Each holder of this Series shall be entitled to a number of
         votes equal to the Formula Number then in effect, for each share of
         this Series held of record on each matter on which holders of the
         Voting Shares generally are entitled to vote, multiplied by the number
         of votes per share which the holders of the A Shares then have with
         respect to such matter.


                                      A-3

<PAGE>


              (b) Except as otherwise provided herein or by applicable law, the
         holders of shares of this Series and the holders of Voting Shares shall
         vote together as one class for the election of directors of the Company
         and on all other matters submitted to a vote of shareholders of the
         Company.

              (c) Without the consent of the holders of at least two-thirds of
         the number of shares of this Series at the time outstanding, given in
         person or by proxy, by vote at a meeting called for that purpose at
         which the holders of this Series shall vote as a separate class, there
         shall be no:

                   (i) amendment, alteration or repeal of any of the
              preferences, rights or powers of this Series, as set forth in this
              Certificate of Designation of Terms; or

                   (ii) authorization or creation of, or increase in the
              authorized amount of, any shares of any class or any security
              convertible into shares of any class, ranking prior to this
              Series.

              (d) Without the consent of the holders of at least a majority of
         the number of shares of this Series at the time outstanding, given in
         person or by proxy, by vote at a meeting called for that purpose at
         which the holders of this Series shall vote as a separate class, there
         shall be no:

                   (i) increase in the authorized amount of this Series, or the
              authorization or creation of, or increase in the authorized amount
              of, any shares of any class or any security convertible into
              shares of any class, ranking equal to or on a parity with this
              Series unless the consolidated amounts available under Bermuda law
              for payment of dividends during a period of 12 consecutive
              calendar months out of the immediately preceding 18 calendar
              months are at least two times the annual pro forma dividend
              requirements on all shares (including this Series) ranking prior
              to or on a parity with this Series which would be outstanding
              thereafter; PROVIDED, HOWEVER, that notwithstanding anything to
              the contrary contained in this clause, the Company may issue up to
              10,000,000 additional shares without any authorization or vote by
              the holders of this Series if such shares rank on a parity with
              this Series; or

                   (ii) consolidation or merger of the Company with another
              corporation, unless the preferences, rights or powers of the
              shares of this


                                      A-4

<PAGE>


         Series outstanding immediately prior to the effective date of the
         consolidation or merger are not adversely affected.

         For the purposes hereof, annual dividend requirements of any
outstanding shares ranking prior to or on a parity with this Series shall be
computed by multiplying the annual dividend requirements of such shares by the
ratio that consolidated pre-tax income bears to consolidated net income (after
taxes) before deduction of such annual dividend requirements of such shares.

              (e) Except as provided herein, or by applicable law, holders of
         this Series 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 Voting Shares as set forth herein) for authorizing or taking
         any corporate action.

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

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

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


                                      A-5

<PAGE>


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

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

              5. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon the liquidation,
         dissolution or winding up of the Company, whether voluntary or
         involuntary, no distribution shall be made (i) to the holders of shares
         ranking junior (either as to dividends or upon liquidation,
         dissolution, or winding up) to this Series unless, prior thereto, the
         holders of shares of this Series shall have received an amount equal to
         the accrued and unpaid dividends and distributions thereon, whether or
         not declared, to the date of such payment, plus an amount equal to the
         greater of (x) $100 per share or (y) an aggregate amount per share
         equal to the Formula Number then in effect times the aggregate amount
         to be distributed per share to holders of Voting Shares, or (ii) to the
         holders of shares ranking on a parity (either as to dividends or upon
         liquidation, dissolution or winding up) with this Series, except
         distributions made ratably on this Series and all other such parity
         shares in proportion to the total amounts to which the holders of all
         such shares are entitled upon such liquidation, dissolution or winding
         up.

              6. CONSOLIDATION, MERGER, ETC. In case the Company shall enter
         into any consolidation, merger, combination or other transaction in
         which the Voting Shares are exchanged for or changed into other shares
         or securities, cash or any other property, then in any such case the
         then outstanding shares of this Series shall at the same time be
         similarly exchanged or changed in an amount per share equal to the
         Formula Number then in effect times the aggregate amount of shares,
         securities, cash or any other property (payable in kind), as the case
         may be, into which or for which each Voting Share is exchanged or
         changed.

              7. REDEMPTION. The shares of this Series shall not be redeemable.


                                      A-6

<PAGE>


              8. RANKING. The shares of this Series shall rank, with respect to
         the payment of dividends and the distribution of assets, junior to all
         series of any other preferred shares of the Company issued either
         before or after the issuance of this Series, unless such other
         preferred shares shall specifically provide otherwise.

              9. REACQUIRED SHARES. Any shares of this Series purchased or
         otherwise acquired by the Company in any manner whatsoever shall be
         retired and cancelled promptly after the acquisition thereof. All such
         shares shall upon their cancellation become authorized but unissued
         preferred shares, without designation as to series until such shares
         are once more designated as part of a particular series by resolution
         of the Board of Directors of the Company.

              10. MISCELLANEOUS.

              (a) For the purposes hereof:

                   (i) the term "outstanding," when used in reference to shares,
              shall mean issued shares, excluding shares held by the Company,
              SCL or a subsidiary of the Company or SCL;

                   (ii) "SCL" shall mean Sea Containers Ltd., a Bermuda company
              incorporated on June 3, 1974.

                   (iii) the term "subsidiary" shall mean any company a majority
              of whose outstanding voting capital stock (other than directors'
              qualifying shares), at the time as of which any determination is
              being made, shall be owned by the parent of such company either
              directly or through other subsidiaries;

                   (iv) the term "A Shares" shall mean the Class A Common
              Shares, par value $0.01 each, of the Company;

                   (v) the term "B Shares" shall mean the Class B Common Shares,
              par value $0.01 each, of the Company;

                   (vi) the term "Voting Shares" shall mean the A Shares and the
              B Shares, collectively.

                   (vii) the amount of dividends "accrued" on any share of this
              Series or on any share of the Company of any other series as at
              any dividend date shall

                                      A-7

<PAGE>


              be deemed to be the amount of any unpaid dividends accumulated
              thereon to and including such dividend date, whether or not earned
              or declared, and the amount of dividends "accrued" on any share of
              this Series or of any such other series as at any date other than
              a dividend date shall be calculated as the amount of any unpaid
              dividends accumulated thereon to and including the last preceding
              dividend date, whether or not earned or declared, plus an amount
              calculated on the basis of the annual dividend rate fixed for the
              shares of such series for the period after such last preceding
              dividend date to and including the date as of which the
              calculation is made, based on a 360-day year of twelve 30-day
              months; and

                   (vii) any series or class of shares of the Company shall be
              deemed to rank:

                   (A) prior to this Series, whether or not the dividend rates,
              dividend payment dates or redemption or liquidation prices per
              share thereof be different from those of this Series, if the
              holders of such series or class shall be entitled to receipt from
              the Company of dividends or of amounts distributable upon
              liquidation, dissolution or winding up, in preference or priority
              to the holders of this Series, as the case may be;

                   (B) on a parity with or equal to this Series, whether or not
              the dividend rates, dividend payment dates or redemption or
              liquidation prices per share thereof be different from those of
              this Series, if the holders of such series or class shall be
              entitled to the receipt from the Company of dividends or of
              amounts distributable upon liquidation, dissolution or winding up,
              in proportion to their respective dividend rates or liquidation
              prices, without preference or priority one over the other as
              between the holders of such series or class and the holders of
              this Series; and

                   (C) junior to this Series, whether or not the dividend rates,
              dividend payment dates or redemption or liquidation prices per
              share thereof be different from those of this Series, if the
              rights of the holders of such series or class shall be subordinate
              to the rights of the holders of this Series in respect of the
              receipt from the Company of dividends and of amounts distributable
              upon liquidation, dissolution or winding up, including, without
              limitation, the A Shares and the B Shares.

              (b) So long as any shares of this Series are outstanding, in the
         event of any conflict between the provisions of this resolution and the
         Bye-laws or any other


                                      A-8

<PAGE>


         corporate document of the Company (both as presently existing or
         hereafter amended and supplemented) the provisions of this resolution,
         as the same may be amended or supplemented pursuant to its provisions,
         shall be and remain controlling.

              (c) The holders of the shares of this Series shall have no
         preemptive rights.

              (d) All references herein to "$" mean United States dollars.

              11. SERVICE OF PROCESS. The Company hereby irrevocably submits
         itself to the jurisdiction of the Supreme Court of the State of New
         York, New York County, of the United States of America, and to the
         jurisdiction of the United States District Court for the Southern
         District of New York, for the purposes of any suit, action or other
         proceeding brought by any holder of shares of this Series, or by his
         successors or assigns, arising out of, or relating to, the enforcement
         of any designation, preferences or other special rights set forth in
         these resolutions. The Company shall irrevocably designate and appoint
         a corporation, with offices in the State of New York, United States of
         America (hereinafter called the "Agent For Service"), as its
         attorney-in-fact, to receive service of process in any action, suit or
         proceeding with respect to any matter as to which it submits to
         jurisdiction as set forth above, and shall, upon request, furnish any
         holder of shares of this Series with the name and address of the Agent
         For Service. The Company hereby agrees that service upon the Agent for
         Service shall constitute valid service upon the Company or its
         successors or assigns. The Company agrees that: (a) the sole
         responsibilities of the Agent For Service shall be (i) to receive such
         process, (ii) to send a copy of such process so received to the
         Company, by registered airmail, return receipt requested, at its
         offices at 41 Cedar Avenue, P.O. Box 1179, Hamilton HM EX, Bermuda,
         Attention: Secretary, or at the last address filed in writing by the
         Company with the Agent For Service, and (iii) to give prompt
         telegraphic notice of receipt thereof to the Company at such address;
         and (b) the Agent For Service shall have no responsibility for the
         receipt or nonreceipt by the Company of such process, nor for any
         performance or nonperformance by the Company, its successors or
         assigns.

         SECOND: That said determination of the designation, preferences and the
relative participating, optional and other special rights and qualifications,
limitations and restrictions thereof relating to said Series A Junior
Participating Preferred Shares was duly made by the Board of Directors of the
Company, in accordance with the provisions of Section 42 of The Companies Act
1981 of Bermuda.


                                      A-9

<PAGE>


         IN WITNESS WHEREOF, this Certificate of Designation of Terms has been
signed by the ____________________ and the Secretary of ORIENT-EXPRESS HOTELS
LTD., and said company has caused its corporate seal to be hereunto affixed, all
as of the day of , 2000.


                                  ORIENT-EXPRESS HOTELS LTD.

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

[Corporate Seal]


Attest:

-----------------------------------
          Secretary


                                      A-10

<PAGE>


                                                                       EXHIBIT B


                            Form of Right Certificate

Certificate No. R-[A][B]                                         _______ Rights

         NOT EXERCISABLE AFTER ______ __, 2010, OR EARLIER IF REDEMPTION OR
         EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.05 PER RIGHT
         AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.

                                Right Certificate

                           ORIENT-EXPRESS HOTELS LTD.

         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 June 1, 2000, (the "Rights Agreement"), between
Orient-Express Hotels Ltd., a Bermuda company (the "Company"), and Fleet
National Bank (the "Rights Agent"), to purchase from the Company at any time
after the Distribution Date (as such term is defined in the Rights Agreement)
and prior to 5:00 P.M., New York City time, on June 1, 2010 at the designated
office of the Rights Agent, or at the office of its successor as Rights Agent,
one one-hundredth of a fully paid non-assessable share of Series A Junior
Participating Preferred Shares, par value $.01 per share (the "Preferred
Shares"), of the Company, at a purchase price of $142 per one one-hundredth of a
Preferred Share (the "Purchase Price"), upon presentation and surrender of this
Right Certificate with the Form of Election to Purchase duly executed along with
a signature guarantee and such other and further documentation as the Rights
Agent may reasonably require. The number of Rights evidenced by this Right
Certificate (and the number of one one-hundredths of a Preferred Share which may
be purchased upon exercise hereof) set forth above, and the Purchase Price set
forth above, are the number and Purchase Price as of June 1, 2000, based on the
Preferred Shares as constituted at such date. As provided in the Rights
Agreement, the Purchase Price and the number of one one-hundredths of a
Preferred Share which


                                      B-1

<PAGE>


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.

         PRIOR TO THE DISTRIBUTION DATE (AS DEFINED IN THE RIGHTS AGREEMENT),
THE RIGHTS EVIDENCED BY THIS CERTIFICATE WERE EVIDENCED BY ONE OR MORE
CERTIFICATES FOR THE CLASS [A][B] COMMON SHARES OF THE COMPANY.

         This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right Certificates. Copies of
the Rights Agreement are on file at the principal executive offices of the
Company and the above-mentioned offices of the Rights Agent.

         This Right Certificate, with or without other Right Certificates,
upon surrender at the designated office of the Rights Agent, along with a
signature guarantee and such other and further documentation as the Rights
Agent may reasonably require, 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 Preferred Shares 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.

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Certificate may be redeemed by the Company at a redemption price of $.05
per Right.

         No fractional Preferred Shares will be issued upon the exercise of any
Right or Rights evidenced hereby but in lieu thereof a cash payment will be
made, as provided in the Rights Agreement.

         No holder of this Right Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the Preferred
Shares or of any other securities of the Company which may at any time be
issuable 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 shareholder of the Company or any right to vote for the
election of directors or upon any matter submitted to shareholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting shareholders (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.


                                      B-2

<PAGE>


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

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


ATTEST:                           ORIENT-EXPRESS HOTELS LTD.

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


Countersigned:

FLEET NATIONAL BANK

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

Date:


                                      B-3

<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


Signature Guaranteed:

         Signatures must be guaranteed by a participant in the Security Transfer
Agents Medallion Program or the Stock Exchange Medallion Program (generally, a
member firm of a registered national securities exchange, a member of the
National Association of Securities Dealers, Inc., or a commercial bank or trust
company having an office or correspondent in the United States).

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

         The undersigned hereby certifies that 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).


                                      B-4

<PAGE>


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



              Form of Reverse Side of Right Certificate - continued

                          FORM OF ELECTION TO PURCHASE

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

To: ORIENT EXPRESS HOTELS LTD.

         The undersigned hereby irrevocably elects to exercise _________________
_______________________ Rights represented by this Right Certificate to purchase
the Preferred Shares issuable upon the exercise of such Rights and requests that
certificates for such Preferred Shares be issued in the name of:

Please insert social security or other identifying number


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



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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:              ,
      -------------- ------


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


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


                                      B-5

<PAGE>


         Signatures must be guaranteed by a participant in the Security Transfer
Agents Medallion Program or the Stock Exchange Medallion Program (generally, a
member firm of a registered national securities exchange, a member of the
National Association of Securities Dealers, Inc., or a commercial bank or trust
company having an office or correspondent in the United States).


                                      B-6

<PAGE>


              Form of Reverse Side of Right Certificate - continued

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         The undersigned hereby certifies that 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).


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



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                                     NOTICE

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

         In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, the Company and the Rights Agent 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 such
Assignment or Election to Purchase will not be honored.


                                      B-7