<PAGE>

                                                                     EXHIBIT 4.1






                                 RIGHTS AGREEMENT

                                     between

                 UNITED SURGICAL PARTNERS INTERNATIONAL, INC.

                                       and

                            FIRST UNION NATIONAL BANK

                                 as Rights Agent





                            Dated as of June 13, 2001

<PAGE>


                                       TABLE OF CONTENTS


<TABLE>

<S>                                                                                         <C>
SECTION 1.  CERTAIN DEFINITIONS..............................................................1

SECTION 2.  APPOINTMENT OF RIGHTS AGENT.....................................................10

SECTION 3.  ISSUE OF RIGHT CERTIFICATES.....................................................11

SECTION 4.  FORM OF RIGHT CERTIFICATES......................................................13

SECTION 5.  EXECUTION, AUTHENTICATION AND DELIVERY..........................................15

SECTION 6.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.............................16

SECTION 7.  MUTILATED, DESTROYED, LOST AND STOLEN RIGHT CERTIFICATES........................17

SECTION 8.  EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS...................18

SECTION 9.  CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES..............................21

SECTION 10.   RESERVATION AND AVAILABILITY OF SHARES........................................21

SECTION 11.   RECORD DATE...................................................................22

SECTION 12.   ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR NUMBER OF RIGHTS............23

SECTION 13.   CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES....................33

SECTION 14.   CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR EARNING POWER..........34

SECTION 15.   FRACTIONAL RIGHTS AND FRACTIONAL SHARES.......................................36

SECTION 16.   RIGHTS OF ACTION..............................................................37

SECTION 17.   AGREEMENT OF RIGHT HOLDERS....................................................38

SECTION 18.   RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER.............................39

SECTION 19.   CONCERNING THE RIGHTS AGENT...................................................40

SECTION 20.   DUTIES OF RIGHTS AGENT........................................................40

SECTION 21.   MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT.....................44

SECTION 22.   CHANGE OF RIGHTS AGENT........................................................45

SECTION 23.   ISSUANCE OF NEW RIGHT CERTIFICATES............................................46

                                           -i-

<PAGE>

SECTION 24.   REDEMPTION....................................................................46

SECTION 25.   MANDATORY REDEMPTION AND EXCHANGE.............................................47

SECTION 26.   NOTICE OF CERTAIN EVENTS......................................................49

SECTION 27.   SECURITIES LAWS REGISTRATIONS.................................................50

SECTION 28.   NOTICES.......................................................................51

SECTION 29.   SUPPLEMENTS AND AMENDMENTS....................................................52

SECTION 30.   SUCCESSORS....................................................................53

SECTION 31.   BENEFITS OF THIS AGREEMENT....................................................53

SECTION 32.   SEVERABILITY..................................................................54

SECTION 33.   GOVERNING LAW.................................................................54

SECTION 34.   COUNTERPARTS..................................................................54

SECTION 35.   DESCRIPTIVE HEADINGS..........................................................54

SECTION 36.   BOARD OF DIRECTORS............................................................54

</TABLE>



EXHIBITS

EXHIBIT A - Certificate of Designation of Series A
            Junior Participating Preferred Stock
EXHIBIT B - Form of Right Certificate
EXHIBIT C - Summary of Rights to Purchase Preferred Shares



















                                          -ii-

<PAGE>

                                RIGHTS AGREEMENT


      This Rights Agreement (this "Agreement"), dated as of June 13, 2001, is
between United Surgical Partners International, Inc., a Delaware corporation
(the "Company"), and First Union National Bank, as Rights Agent.

      WHEREAS, the Board of Directors, having determined its actions to be in
the interests of the Company, has authorized the creation of Rights, has
authorized and directed the issuance to the holders of record of Common Shares
of the Company outstanding as of the Close of Business on June 14, 2001 (the
"Record Date"), of one Right with respect to each Common Share of the Company
outstanding on the Record Date, and has further authorized and directed the
issuance of one Right with respect to each Common Share that shall become
outstanding between the Record Date and the earlier of the Distribution Date,
the Redemption Date and the Final Expiration Date; and

      WHEREAS, the Board of Directors has authorized and directed that the terms
and conditions under which the Rights are to be distributed, including without
limitation those affecting the exercise thereof, the securities or other
property to be acquired thereby and the purchase price to be paid therefor,
shall be set forth in a written agreement between the Company and a rights
agent.

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

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


            (a) "Acquiring Person" shall mean any Person who or which, together
      with all Affiliates and Associates of such Person, shall be the Beneficial
      Owner of 15% or more of the Voting Shares then outstanding, but shall not
      include the Company, any Subsidiary of the Company, any employee benefit
      plan of the Company or of any Subsidiary of the Company or any trustee of
      or fiduciary with respect to any such plan when acting in such capacity.

                                     -1-

<PAGE>

      Notwithstanding the foregoing, no member of the WCAS Group shall be
      considered an "Acquiring Person" unless, on any date subsequent to the
      date hereof and prior to becoming such, the WCAS Group, collectively,
      shall have been the Beneficial Owner of less than 15% of the Voting Shares
      then outstanding. Further, at any time after the WCAS Group, collectively,
      is the Beneficial Owner of less than 15% of the Voting Shares then
      outstanding, no member of the WCAS Group shall be considered an Acquiring
      Person by virtue of a direct issuance of Voting Shares to the WCAS Group
      by the Company in a financing transaction. Notwithstanding the foregoing,
      no Person shall become an "Acquiring Person" solely as the result of an
      acquisition of Voting Shares by the Company which, by reducing the number
      of shares outstanding, increases the proportionate number of shares
      beneficially owned by such Person to the amount of Voting Shares necessary
      for such person to become an Acquiring Person; PROVIDED, HOWEVER, that, if
      a Person shall become the Beneficial Owner of the amount of Voting Shares
      necessary for such person to become an Acquiring Person by reason of share
      purchases by the Company and shall, after such share purchases by the
      Company and at a time when such Person is the Beneficial Owner of the
      amount of Voting Shares necessary for such person to become an Acquiring
      Person, become the Beneficial Owner of any additional Voting Shares, then
      such Person shall be deemed to be an "Acquiring Person." Notwithstanding
      the foregoing, if the Board of Directors determines in good faith that a
      Person who would otherwise be an "Acquiring Person," as defined pursuant
      to the foregoing provisions of this paragraph (a), has become such
      inadvertently, and such Person divests as promptly as practicable, but in
      any event within the time period directed by the Board of Directors, a
      sufficient number of Common Shares so that such Person would no longer be
      an "Acquiring Person," as defined pursuant to the foregoing provisions of
      this paragraph (a), then such Person shall not be deemed to be an
      "Acquiring Person" for any purposes of this Agreement. Nothing in this
      Section 1(a) shall affect the effect or application of Section 8(e).

                                     -2-

<PAGE>

            (b) "Agreement" shall mean this Rights Agreement as the same may be
      hereafter amended from time to time.

            (c) "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 the date of this Agreement.

            (d) A Person shall be deemed the "Beneficial Owner" of and shall be
      deemed to "own beneficially" any securities which (without duplication):

                (1)   such Person or any of such Person's Affiliates or
            Associates has the right to acquire (whether such right is
            exercisable immediately or only after the passage of time,
            compliance with regulatory requirements, the fulfillment of a
            condition or otherwise) pursuant to any oral or written agreement,
            arrangement or understanding (other than customary agreements with
            and between underwriters and selling group members (A) with respect
            to a bona fide public offering of securities or (B) in connection
            with a placement of securities pursuant to Rule 144A under the
            Securities Act), or upon the exercise of conversion rights, exchange
            rights, rights (other than these Rights), warrants or options, or
            otherwise; or 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, (i)
            securities tendered pursuant to a tender or exchange offer made by
            or on behalf of such Person or any of such Person's Affiliates or
            Associates until such tendered securities are accepted for purchase
            or exchange, or (ii) securities issuable upon exercise of Rights at
            any time prior to any Person becoming an Acquiring Person;

                (2)   such Person or any of such Person's Affiliates or
            Associates, directly or indirectly, has the right to vote or dispose
            of or has "beneficial ownership" of (as determined pursuant to Rule
            13d-3 of the Exchange Act) or has a "pecuniary interest"

                                     -3-

<PAGE>


            or an "indirect pecuniary interest" in (as determined pursuant to
            Rule 16a-1(a)(2) of the Exchange Act), in either case including
            pursuant to any agreement, arrangement or understanding, whether or
            not in writing; PROVIDED, HOWEVER, that a Person shall not be deemed
            the Beneficial Owner of, or to "beneficially own," any security
            under this subparagraph (2) as a result of an agreement, arrangement
            or understanding to vote such security (A) which 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 (B) is not also then reportable on Schedule 13D
            under the Exchange Act (or any comparable or successor report); or

                (3)   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 oral or written agreement,
            arrangement or understanding (other than customary agreements with
            and between underwriters and selling group members (A) with respect
            to a bona fide public offering of securities or (B) in connection
            with a placement of securities pursuant to Rule 144A under the
            Securities Act) for the purpose of acquiring, holding, voting (other
            than voting pursuant to a revocable proxy as contemplated by the
            proviso to subparagraph (2) of this paragraph) or disposing of any
            securities of the Company.

      Notwithstanding anything in this definition to the contrary, the phrase
"then outstanding," when used with reference to a Person's Beneficial Ownership
of securities of the Company (or to the number of such securities "beneficially
owned"), 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.

            (e) "Board of Directors" means the Board of Directors of the
      Company.

                                     -4-

<PAGE>

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

            (g) "Close of Business" on any given date shall mean 5:00 P.M.,
      Dallas, Texas time, on such date; PROVIDED, HOWEVER, that if such date is
      not a Business Day it shall mean 5:00 P.M., Dallas, Texas time, on the
      next succeeding Business Day.

            (h) "Closing Price", with respect to any security, shall mean the
      last sale price, regular way, on a specific Trading Day or, in case no
      such sale takes place on such Trading Day, the average of the closing bid
      and asked prices, regular way, in either case as reported in the principal
      consolidated transaction reporting system with respect to securities
      listed or admitted to trading on the New York Stock Exchange or, if such
      security is not then 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 such security is listed or admitted to
      trading or, if such security is not then listed or admitted to trading on
      any national securities exchange, the last quoted price or, if not so
      quoted, the average of the high bid and low asked prices in the
      over-the-counter market, as reported by the National Association of
      Securities Dealers, Inc. Automated Quotations System or such other system
      then in use, or, if on any such Trading Day such security is not quoted by
      any such organization, the average of the closing bid and asked prices as
      furnished by a professional market maker making a market in such security
      selected by the Board of Directors. If such security is not publicly held
      or so listed or traded, "Closing Price" shall mean the fair value per unit
      of such security as determined in good faith by the Board of Directors,
      whose determination shall be described and the Closing Price set forth in
      a statement filed with the Rights Agent.

                                     -5-

<PAGE>

            (i) "Common Shares" when used with reference to the Company shall
      mean shares of capital stock of the Company which have no preference over
      any other class of stock with respect to dividends or assets, which are
      not redeemable at the option of the Company and with respect to which no
      sinking, purchase or similar fund is provided and shall initially mean the
      shares of Common Stock, par value $.01 per share, of the Company. "Common
      Shares" when used with reference to any Person other than the Company
      shall, if used with reference to a corporation, mean the capital stock (or
      equity interest) with the greatest voting power of such other Person or,
      if such other Person is a Subsidiary of another Person, the Person or
      Persons which ultimately control such first-mentioned Person and, if used
      with reference to any other Person, mean the equity interest in such
      Person (or, if the net worth determined in accordance with generally
      accepted accounting principles of another Person (other than an
      individual) which controls such first-mentioned Person is greater than
      such first-mentioned Person, then such other Person) with the greatest
      voting power or managerial power with respect to the business and affairs
      of such Person. Common Shares used without reference to the Company or any
      other Person shall be deemed to refer to Common Shares of the Company
      unless the context otherwise requires.

            (j) "Company" shall mean United Surgical Partners International,
      Inc., a Delaware corporation, and its successors.

            (k) "Company Order" means a written request or order signed in the
      name of the Company by its Chairman of the Board, its President, its Chief
      Executive Officer or a Vice President, and by its Chief Financial Officer,
      its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
      Secretary, and delivered to the Rights Agent.

            (l) "Corporate Trust Office" means the principal office of the
      Rights Agent at which it administers its corporate trust business, which,
      in the case of First Union National

                                     -6-

<PAGE>

      Bank, shall, until hereafter changed, be its office at 1525 W. WT Harris
      Blvd., 3C3, Charlotte, North Carolina 28288-1153.

            (m) "Distribution Date" shall mean the Close of Business on the
      earlier of (1) the tenth Business Day after the Shares Acquisition Date or
      (2) the tenth Business Day (or such later date as may be determined by
      action of the Board of Directors prior to such time as any Person becomes
      an Acquiring Person) after the date of commencement by any Person (other
      than the Company, any Subsidiary of the Company, any employee benefit plan
      of the Company or of any Subsidiary of the Company, or any trustee of or
      fiduciary with respect to any such plan when acting in such capacity) of,
      or after the date of the first public announcement of, the intent of any
      Person (other than the Company, any Subsidiary of the Company, any
      employee benefit plan of the Company or of any Subsidiary of the Company,
      or any trustee of or fiduciary with respect to any such plan when acting
      in such capacity) to commence a tender or exchange offer, the consummation
      of which would result in any Person becoming an Acquiring Person;
      PROVIDED, HOWEVER, that an occurrence described in clause (2) of this
      definition above shall not cause the occurrence of the Distribution Date
      if the Board of Directors shall, prior to the Close of Business on such
      tenth Business Day (or such later date as described in clause (2) above),
      determine that such tender or exchange offer is spurious, unless,
      thereafter, the Board of Directors shall make a contrary determination, in
      which event the Distribution Date shall occur on the later to occur of the
      Close of Business on such tenth Business Day (or the Close of Business on
      such later date as described in clause (2) above) and the Close of
      Business on the date of such latter determination.

            (n) "Exchange Act" shall mean the Securities Exchange Act of 1934
      and any successor statute thereto.

            (o) "Final Expiration Date" shall mean the Close of Business on
      June 13, 2011.

                                     -7-

<PAGE>

            (p) "Person" shall mean any individual, firm, corporation,
      partnership, limited partnership, limited liability company, joint
      venture, association, trust, unincorporated organization, group or other
      entity, and shall include any successor (by merger or otherwise) of such
      entity.

            (q) "Preferred Shares" shall mean shares of Series A Junior
      Participating Preferred Stock, par value $.01 per share, of the Company
      having the rights and preferences set forth in the form of Certificate of
      Designation of Series A Junior Participating Preferred Stock attached
      hereto as EXHIBIT A, and, to the extent that there is not a sufficient
      number of shares of Series A Junior Participating Preferred Shares
      outstanding to permit the full exercise of the Rights, any other
      authorized shares of preferred stock, par value $.01 per share, of the
      Company having rights and preferences substantially identical to such
      Series A Preferred Shares.

            (r) "Purchase Price" shall mean the initial price at which the
      holder of a Right may, subject to the terms and conditions of this
      Agreement, purchase one one-thousandth (1/1000) of a Preferred Share
      (which initial price is set forth in Section 8(b) hereof), as such price
      shall be adjusted pursuant to the terms of this Agreement.

            (s) "Record Date" shall have the meaning provided in the
      recitals to this Agreement.

            (t) "Redemption Date" shall mean the time at which the Rights are
      redeemed pursuant to Section 24 herein or the time at which all of the
      Rights are mandatorily redeemed and exchanged pursuant to Section 25
      hereof.

            (u) "Redemption Price" shall have the meaning specified in
      Section 24(b) herein.

            (v) "Right" shall mean one preferred share purchase right which
      initially represents the right of the registered holder thereof to
      purchase one one-thousandth (1/1000) of a Preferred Share upon the terms
      and subject to the conditions set forth herein.

                                     -8-

<PAGE>

            (w) "Right Certificate" shall mean a certificate, in substantially
      the form of EXHIBIT B attached to this Agreement, evidencing the Rights
      registered in the name of the holder thereof.

            (x) "Rights Agent" shall mean First Union National Bank and any
      successor thereto appointed in accordance with the terms hereof, in its
      capacity as agent for the Company and the holders of the Rights pursuant
      to this Agreement.

            (y) "Rights Register" and "Rights Registrar" shall have the meanings
      specified in Section 6.

            (z) "Securities Act" shall mean the Securities Act of 1933 and any
      successor statute thereto.

            (aa) "Shares Acquisition Date" shall mean the first date of public
      announcement (which for purposes of this definition shall include without
      limitation a report filed pursuant to Section 13(d) or Section 16(a) of
      the Exchange Act) by the Company or an Acquiring Person that an Acquiring
      Person has become such.

            (bb) "Subsidiary" of any Person shall mean any corporation or other
      entity of which a majority of the outstanding capital stock or other
      equity interests having ordinary voting power in the election of directors
      or similar officials is owned, directly or indirectly, by such Person.

            (cc) "Summary of Rights" shall mean a Summary of Rights to Purchase
      Preferred Shares in substantially the form attached as EXHIBIT C to this
      Agreement.

            (dd) "Trading Day" shall mean a day on which the principal national
      securities exchange on which any of the Voting Shares are listed or
      admitted to trading is open for the transaction of business or, if none of
      the Voting Shares is listed or admitted to trading on any national stock
      exchange, a Business Day.

                                     -9-

<PAGE>

            (ee) "Voting Shares" shall mean (1) the Common Shares of the Company
      and (2) any other shares of capital stock of the Company entitled to vote
      generally in the election of directors or entitled to vote together with
      the Common Shares in respect of any merger or consolidation of the
      Company, any sale of all or substantially all of the Company's assets or
      any liquidation, dissolution or winding up of the Company. Whenever any
      provision of this Agreement requires a determination of whether a number
      of Voting Shares comprising a specified percentage of such Voting Shares
      is, was or will be beneficially owned or has been voted, tendered,
      acquired, sold or otherwise disposed of or a determination of whether a
      Person has offered or proposed to acquire a number of Voting Shares
      comprising such specified percentage, the number of Voting Shares
      comprising such specified percentage of Voting Shares shall in every such
      case be deemed to be the number of Voting Shares comprising the specified
      percentage of all the Company's then outstanding Voting Shares.

            (ff) "WCAS Group" shall mean, collectively, Welsh, Carson,
      Anderson & Stowe VII, L.P. and its Affiliates and Associates.

            (gg) "Wholly-Owned Subsidiary" of a Person shall mean any
      corporation or other entity all the outstanding capital stock or other
      equity interests of which having ordinary voting power in the election of
      directors or similar officials (other than directors' qualifying shares or
      similar interests) are owned, directly or indirectly, by such Person.

      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 Common Shares of the Company) 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. The Rights Agent shall have no duty to supervise, and
shall in no event be liable for, the acts or omissions of any such co-Rights
Agent. In the event the Company appoints

                                    -10-

<PAGE>

one or more co-Rights Agents, the respective duties of the Rights Agents and
any co-Rights Agents will be as the Company may determine.

      Section 3. ISSUE OF RIGHT CERTIFICATES. (a) Until the Distribution Date,
(1) outstanding Rights will be evidenced (subject to the provisions of paragraph
(b) of this Section 3) (A) with respect to Common Shares that are held in
certificated form, by the certificates for outstanding Common Shares of the
Company and not by separate Right Certificates and (B) with respect to Common
Shares that are held in book-entry form, by a notation in the records of the
Rights Agent (and the records of the Company's transfer agent if different from
the Rights Agent), and (2) the right to receive Right Certificates will be
transferable only in connection with the transfer of Common Shares of the
Company. As soon as practicable after the Distribution Date, the Company will
prepare and execute, and the Rights Agent will countersign and send, by
first-class, insured, postage-prepaid mail, to each record holder of Common
Shares of the Company as of the Close of Business on the Distribution Date, at
the address of such holder shown on the stock transfer records of the Company, a
Right Certificate evidencing one Right for each Common Share so held, subject to
adjustments as provided herein. From and after the Distribution Date, the Rights
will be evidenced solely by such Right Certificates.

            (b) On the Record Date, or as soon thereafter as practicable, the
Company will send a copy of a Summary of Rights, by first-class, postage-prepaid
mail, to each record holder of Common Shares of the Company as of the Close of
Business on the Record Date, at the address of such holder shown on the stock
transfer records of the Company. With respect to Common Shares outstanding on
the Record Date, the certificates evidencing such Common Shares shall thereafter
also evidence the outstanding Rights (as such Rights may be amended or
supplemented) distributed with respect thereto until the Distribution Date and
the registered holders of Common Shares shall also be the registered holders of
the associated Rights. Until the Distribution Date (or, if earlier, the
Redemption Date or Final Expiration Date), the surrender for registration of
transfer or exchange of

                                    -11-

<PAGE>

(1) any certificate for Common Shares outstanding as of the Close of Business
on the Record Date, with or without a copy of the Summary of Rights attached
thereto, and (2) any Common Shares held in book-entry form, shall also
constitute the surrender for registration of transfer or exchange of the
outstanding Rights associated with the Common Shares represented thereby.

            (c) The Company agrees that, at any time after the Record Date and
prior to the Distribution Date (or, if earlier, the Redemption Date or Final
Expiration Date) at which it issues any of its Common Shares upon original issue
or out of treasury, it will concurrently distribute to the holder of such Common
Shares one Right for each such Common Share, which Right shall be subject to the
terms and provisions of this Agreement and will evidence the right to purchase
the same number of one one-thousandth (1/1000) of a Preferred Share at the same
Purchase Price as the Rights then outstanding.

            (d) Certificates for Common Shares issued after the Record Date but
prior to the earliest of the Distribution Date, the Redemption Date and the
Final Expiration Date, whether upon registration of transfer or exchange of
Common Shares outstanding on the Record Date or upon original issue or out of
treasury thereafter, shall also be deemed to be certificates for the Rights and
shall have impressed on, printed on, written on or otherwise affixed to them the
following legend or such similar legend as the Company may deem appropriate and
as is not inconsistent with the provisions of this Agreement:

            This certificate also evidences and entitles the holder hereof to
      certain Rights as set forth in a Rights Agreement between United Surgical
      Partners International, Inc. (the "Company") and First Union National
      Bank, dated as of June 13, 2001, as it may be amended (the "Rights
      Agreement"), the terms of which are hereby incorporated herein by
      reference and a copy of which is on file at the principal executive
      offices of the Company. Under certain circumstances, as set forth in the
      Rights Agreement, such Rights will be evidenced by separate certificates
      and will no longer be evidenced by this certificate. The Company 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 or acquired by any Acquiring Person or
      any Affiliate or Associate thereof (each as defined in the Rights
      Agreement), whether currently held by or on behalf of such Person or by
      any subsequent holder, shall, under certain circumstances, become null and
      void.

                                    -12-

<PAGE>

With respect to certificates containing the foregoing legend, until the earlier
of the Distribution Date or the Final Expiration Date, outstanding Rights
associated with the Common Shares represented by such certificates shall be
evidenced by such certificates alone, and the surrender of any such certificate
for registration of transfer or exchange of the Common Shares evidenced thereby
shall also constitute surrender for registration of transfer or exchange of the
outstanding Rights (as such Rights may be amended or supplemented) associated
with the Common Shares represented thereby. The failure to print the foregoing
legend on any certificate or any other defect therein shall not affect in any
manner whatsoever the application or interpretation of the provisions of Section
8(e) hereof.

            (e) If the Company purchases or acquires any of its Common Shares
after the Record Date, but prior to the Distribution Date, any Rights associated
with such Common Shares shall be deemed canceled and retired so that the Company
shall not be entitled to exercise any Rights associated with the Common Shares
which are no longer outstanding.

      Section 4. FORM OF RIGHT CERTIFICATES. (a) The form of Right Certificates
(and the forms of election to purchase Preferred Shares (or other securities)
and of assignment to be printed on the reverse thereof) shall in form and
substance 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, 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 as may be necessary to conform to usage. Subject to the
provisions of Section 23 hereof, the Right Certificates, whenever issued, shall
be dated as of the date of authentication thereof, but, regardless of any
adjustments of the Purchase Price or the number of Preferred Shares (or other
securities) as to which a Right is exercisable (whether pursuant to this
Agreement or any future amendments or supplements to this Agreement), or both,
occurring after the

                                    -13-

<PAGE>

Record Date and prior to the date of such authentication, such Right
Certificates may, on their face, without invalidating or otherwise affecting
any such adjustment, expressly entitle the holders thereof to purchase such
number of Preferred Shares at the Purchase Price per one one-thousandth
(1/1000) of a Preferred Share as to which a Right would be exercisable if the
Distribution Date were the Record Date; no adjustment of the Purchase Price or
the number of Preferred Shares (or other securities) as to which a Right is
exercisable, or both, effected subsequent to the date of authentication of any
Right Certificate shall be invalidated or otherwise affected by the fact that
such adjustment is not expressly reflected on the face or in the provisions of
such Right Certificate.

      (b) Pending the preparation of definitive Right Certificates, the Company
may execute, and upon Company Order the Rights Agent shall authenticate and
send, by first-class, insured, postage-prepaid mail, to each record holder of
Common Shares of the Company as of the Close of Business on the Distribution
Date, temporary Right Certificates which are printed, lithographed, typewritten,
mimeographed or otherwise produced substantially of the tenor of the definitive
Right Certificates in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Right Certificates may determine, as evidenced by their execution
of such Right Certificates.

      (c) If temporary Right Certificates are issued, the Company will cause
definitive Right Certificates to be prepared without unreasonable delay. After
the preparation of definitive Right Certificates, the temporary Right
Certificates shall be exchangeable for definitive Right Certificates, upon
surrender of the temporary Right Certificates at the Corporate Trust Office of
the Rights Agent, without charge to the holder. Upon surrender for cancellation
of any one or more temporary Right Certificates, the Company shall execute and
the Rights Agent shall authenticate and deliver in exchange therefor one or more
definitive Right Certificates, evidencing a like number of Rights. Until so
exchanged, the temporary Right Certificates shall in all respects be entitled to
the same benefits under this Agreement as definitive Right Certificates.

                                    -14-



<PAGE>

      (d) Any Right Certificate issued pursuant to Section 3(a) or Section 23
hereof that represents Rights beneficially owned by (1) an Acquiring Person or
any Associate or Affiliate of an Acquiring Person, (2) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee after the Acquiring Person becomes such, or (3) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee prior to or concurrently with the Acquiring Person becoming such and
receives such Rights pursuant to either (A) a transfer (whether or not for
consideration) from the Acquiring Person to holders of equity interests in such
Acquiring Person or to any Person with whom such Acquiring Person has any
continuing agreement, arrangement or understanding regarding the transferred
Rights or (B) a transfer which the Board of Directors has determined is part of
a plan, arrangement or understanding which has as a primary purpose or effect
avoidance of Section 8(e) hereof, and any Right Certificate issued pursuant to
Section 6 or Section 7 hereof upon transfer, exchange, replacement or adjustment
of any other Right Certificate referred to in this sentence, shall contain (to
the extent feasible) the following legend:

            The Rights represented by this Right Certificate are or were
            beneficially owned by a Person who was or became an Acquiring Person
            or an Affiliate or Associate of an Acquiring Person (as such terms
            are defined in the Rights Agreement). Accordingly, this Right
            Certificate and the Rights represented hereby may become null and
            void in the circumstances specified in Section 8(e) of such
            Agreement.



      Section 5. EXECUTION, AUTHENTICATION AND DELIVERY. (a) The Right
Certificates shall be executed on behalf of the Company by its Chairman of the
Board, its President, its Chief Executive Officer or one of its Vice Presidents,
under its corporate seal reproduced thereon attested by its Secretary or one of
its Assistant Secretaries. The signature of any of these officers on the Right
Certificates may be manual or facsimile.

      (b) Right Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of

                                    -15-

<PAGE>

such Right Certificates or did not hold such offices at the date of
authentication of such Right Certificates. At any time and from time to time
after the execution and delivery of this Agreement and prior to the
Distribution Date, the Company may deliver Right Certificates executed by the
Company to the Rights Agent for authentication, together with a Company Order
for the authentication and delivery of such Right Certificates; and the Rights
Agent in accordance with such Company Order shall authenticate and deliver
such Right Certificates as provided in this Agreement and not otherwise.

      (c) No Right Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose unless there appears on such
Right Certificate a certificate of authentication substantially in the form
provided for herein executed by the Rights Agent by manual signature, and such
certificate upon any Right Certificate shall be conclusive evidence, and the
only evidence, that such Right Certificate has been duly authenticated and
delivered hereunder.

      Section 6. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. From and
after the Distribution Date and prior to the earlier of the Redemption Date and
the Final Expiration Date, the Company shall cause to be kept at the Corporate
Trust Office of the Rights Agent a rights register (a "Rights Register") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Right Certificates and of transfers of
Rights. The Rights Agent is hereby appointed the registrar and transfer agent
(the "Rights Registrar") for the purpose of registering Right Certificates and
transfers of Rights as herein provided and the Rights Agent agrees to maintain
such Rights Register in accordance with such regulations so long as it continues
to be designated as Rights Registrar hereunder.

      Upon surrender to the Rights Agent for registration of transfer of any
Right Certificate, the Company shall execute, and the Rights Agent shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Right Certificates evidencing a like number of
Rights.

                                    -16-

<PAGE>

      At the option of the holder, Right Certificates may be exchanged for other
Right Certificates upon surrender of the Right Certificates to be exchanged to
the Rights Agent. Whenever any Right Certificates are so surrendered for
exchange, the Company shall execute, and the Rights Agent shall authenticate and
deliver, the Right Certificates which the holder making the exchange is entitled
to receive.

      All Right Certificates issued upon any registration of transfer or
exchange of Right Certificates shall be the valid obligations of the Company,
evidencing the same Rights, and entitled to the same benefits under this
Agreement, as the Right Certificates surrendered upon such registration of
transfer or exchange.

      Every Right Certificate presented or surrendered for registration of
transfer or exchange shall (if so required by the Company or the Rights Agent)
be duly endorsed, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Rights Registrar duly executed, by the
holder thereof or his attorney duly authorized in writing.

      No service charge shall be made for any registration of transfer or
exchange of Right Certificates, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Right Certificates,
other than exchanges not involving any transfer.

      The provisions of this Section 6 shall be subject to the provisions of
Section 4(d), Section 8(e) and Section 15.

      Section 7. MUTILATED, DESTROYED, LOST AND STOLEN RIGHT CERTIFICATES. (a)
If any mutilated Right Certificate is surrendered to the Rights Agent, the
Company shall execute and the Rights Agent shall authenticate and deliver in
exchange therefor a new Right Certificate of like tenor, for a like number of
Rights and bearing a registration number not contemporaneously outstanding.

      (b) If there shall be delivered to the Company and the Rights Agent (1)
evidence to their satisfaction of the destruction, loss or theft of a Right
Certificate and (2) such security or indemnity,

                                    -17-

<PAGE>

if any, as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the
Rights Agent that such Right Certificate has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Rights Agent
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Right Certificate, a new Right Certificate of like tenor, for a like number of
Rights and bearing a registration number not contemporaneously outstanding.

      (c) Upon the issuance of any new Right Certificate under this Section 7,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Rights Agent) connected
therewith.

      (d) Every new Right Certificate issued pursuant to this Section 7 in lieu
of any destroyed, lost or stolen Right Certificate shall constitute an
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Right Certificate shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Agreement equally and
proportionately with any and all other Right Certificates duly issued hereunder.

      (e) The provisions of this Section 7 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Right Certificates.

      Section 8. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS.
(a) Subject to the provisions of Section 8(e) hereof, 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 its Corporate Trust Office, together with payment of the Purchase Price
for each one one-thousandth (1/1000) of a Preferred Share (or other securities)
as to which the Rights are exercised, at or prior to the earliest of (1) the
Close of

                                    -18-

<PAGE>

Business on the Final Expiration Date, (2) the time of redemption on the
Redemption Date or (3) the time at which such Rights are mandatorily redeemed
and exchanged as provided in Section 25 hereof.

      (b) The Purchase Price for each one one-thousandth (1/1000) of a Preferred
Share pursuant to the exercise of a Right shall initially be $80.00, shall be
subject to adjustment from time to time as provided in Sections 12 and 14 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 securities 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 10 in cash, or by certified check or
cashier's check payable to the order of the Company, the Rights Agent shall
thereupon promptly (1) (A) requisition from any transfer agent of the Preferred
Shares (or other securities) certificates for such number of one one-thousandths
of a Preferred Share (or other securities) as are to be purchased and registered
in such name or names as may be designated by the registered holder of such
Right Certificate or, if appropriate, in the name of a depositary agent or its
nominee, and the Company hereby irrevocably authorizes its transfer agent to
comply with all such requests, or (B) if the Company shall have elected to
deposit the total number of Preferred Shares issuable upon exercise of the
Rights hereunder with a depositary agent, requisition from such depositary agent
appointed by the Company, depositary receipts representing such number of one
one-thousandths of a Preferred Share as are to be purchased and registered in
such name or names as may be designated by such holder (in which case
certificates for the Preferred Shares represented by such receipts shall be
deposited by the transfer agent with such depositary agent), and the Company
hereby directs such depositary agent to comply with all such requests, (2) when
appropriate, requisition from the Company the amount of cash to be paid in lieu
of issuance of fractional shares in accordance with Section 15 hereof, (3)

                                    -19-

<PAGE>

promptly after receipt of such certificates or depositary receipts registered in
such name or names as may be designated by such holder, cause the same to be
delivered to or upon the order of the registered holder of such Right
Certificate and (4) when appropriate, after receipt, promptly deliver such cash
to or upon the order of such holder. In the event that the Company is obligated
to issue other securities (including Common Shares) of the Company, pay cash
and/or distribute other property pursuant to Section 12(a) hereof, the Company
will make all arrangements necessary so that other securities, cash and/or other
property are available for distribution by the Rights Agent, if and when
appropriate.

      (d) If the registered holder of the Right Certificate shall exercise less
than all the Rights evidenced thereby, a new Right Certificate evidencing Rights
equal 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 15 hereof.

      (e) Notwithstanding anything in this Agreement to the contrary, if any
Person shall become an Acquiring Person, thereafter any Rights beneficially
owned by (1) such Acquiring Person or an Associate or Affiliate of such
Acquiring Person, (2) a transferee of such Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
becomes such, or (3) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person to
holders of equity interests in such Acquiring Person or to any Person with whom
the Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which at least a majority of
the Board of Directors has determined is part of a plan or an agreement,
arrangement or understanding which has as a primary purpose or effect the
avoidance of this Section 8(e), shall become null and void without any further
action and no holder of such Rights shall have any rights whatsoever with
respect to such Rights, whether under any provision of

                                    -20-

<PAGE>

this Agreement or otherwise. The Company shall use all reasonable efforts to
insure that the provisions of this Section 8(e) and Section 4(d) hereof are
complied with, but shall have no liability to any holder of Right Certificates
or other Person as a result of its failure to make any determinations with
respect to any Acquiring Person or its Affiliates, Associates or transferees
hereunder.

      Section 9. CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES. All Right
Certificates surrendered for the purpose of exercise, transfer, split up or
exchange shall, if surrendered to the Company or to any of its other agents, be
delivered to the Rights Agent for such purpose and for cancellation or, if
surrendered to the Rights Agent for such purpose, shall be canceled by it. No
Right Certificates shall be authenticated in lieu of or in exchange for any
Right Certificates canceled as provided in this Section 9 except as expressly
permitted by any of the provisions of this Agreement. The Company shall deliver
to the Rights Agent for cancellation and retirement, and the Rights Agent shall
so cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all canceled Right Certificates to the Company, or shall, pursuant to a Company
Order, destroy such canceled Right Certificates and in such case shall deliver a
certificate of destruction thereof to the Company.

      Section 10. RESERVATION AND AVAILABILITY OF SHARES. (a) The Company
covenants and agrees that it will cause to be reserved and kept available out of
its authorized and unissued Preferred Shares or any 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.

      (b) The Company further covenants and agrees that it will, from and after
the Distribution Date, cause to be reserved and kept available out of its
authorized and unissued Common Shares or any Common Shares held in its treasury,
the number of Common Shares of the Company that will be sufficient to permit the
exercise in full of all outstanding Rights if adjusted pursuant to Section
12(a)(2).

                                    -21-

<PAGE>

      (c) The Company covenants and agrees that it will take all such action as
may be necessary to ensure that all Preferred Shares or Common Shares of the
Company issued upon exercise of Rights shall (subject to payment of the Purchase
Price) at the time of delivery of the certificates representing any such
Preferred Shares or Common Shares be duly authorized, validly issued, fully paid
and nonassessable. 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 (or depositary receipts therefor) or
Common Shares of the Company 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 in
respect of the issuance or delivery of certificates or depositary receipts for
the Preferred Shares or Common Shares of the Company upon exercise of Rights
evidenced by Right Certificates in a name other than that of, the registered
holder of the Right Certificate evidencing Rights surrendered for transfer or
exercise or to issue or deliver any certificates or depositary receipts for
Preferred Shares or Common Shares of the Company 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 thereof) or until it
has been established to the Company's satisfaction that no such tax is due.

      (d) So long as the Common Shares issuable and deliverable upon the
exercise of the Rights may be listed on any national securities exchange, the
Company shall use its best efforts to promptly cause, from and after such time
as the Rights become exercisable, all Common Shares and other securities
reserved for such issuance to be listed on such exchange upon official notice of
issuance upon such exercise.

      Section 11. RECORD DATE. Each Person in whose name any certificate for
Preferred Shares or Common Shares of the Company is issued upon the exercise of,
or upon mandatory redemption and exchange of, Rights shall for all purposes be
deemed to have become the holder of record of the

                                    -22-

<PAGE>

Preferred Shares or Common Shares represented thereby on, and such certificate
shall be dated, (a) in the case of the exercise of Rights, 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, or (b) in
the case of the mandatory redemption and exchange of Rights, the date of such
mandatory redemption and exchange; PROVIDED, HOWEVER, that, if the date of
such surrender and payment or mandatory redemption and exchange is a date upon
which the transfer books of the Company for its Preferred Shares or Common
Shares, as the case may be, 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 such transfer books of the
Company are open. Prior to the exercise of (or the mandatory redemption and
exchange of) the Rights evidenced thereby, the holder of a Right Certificate
shall not be entitled to any rights of a holder of Preferred Shares (or Common
Shares of the Company) for which the Rights shall be exercisable, including
without limitation the rights 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 12. ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR NUMBER OF
RIGHTS. The Purchase Price, the number and kind of shares of capital stock of
the Company covered by each Right and the number of Rights outstanding are
subject to adjustment from time to time as provided in this Section 12.

            (a) (1) If 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
or merger in which the Company is the continuing or surviving corporation),
except as otherwise provided in this Section

                                    -23-

<PAGE>

12(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 thereafter shall be entitled to receive, upon payment of the
Purchase Price for the number of one one-thousandths of a Preferred Share for
which a Right was exercisable immediately prior to such date, the aggregate
number and kind of shares of capital stock which, if such Right had been duly
exercised immediately prior to such date (at a time when the Preferred Shares
transfer books of the Company were open), such holder would have acquired upon
such exercise and been entitled to receive upon payment or effectuation 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. If an event occurs
which would require an adjustment under both Section 12(a)(1) and Section
12(a)(2), the adjustment provided for in this Section 12(a)(1) shall be in
addition to, and shall be made prior to, any adjustment required pursuant to
Section 12(a)(2).

                  (2) Subject to action of the Board of Directors pursuant to
Section 25 of this Agreement, if any Person shall become an Acquiring Person,
each holder of a Right 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-thousandths 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 Common Shares of the Company as shall equal the
result obtained by (x) multiplying the then current Purchase Price by the number
of one one-thousandths 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 Company's Common Shares (determined pursuant to Section
12(d)) on the date such Person became an Acquiring Person. If any Person shall
become an Acquiring Person and the Rights

                                    -24-

<PAGE>

shall then be outstanding, the Company shall not take any action which would
eliminate or diminish the benefits intended to be afforded by the Rights.

                  (3) In the event that the number of Common Shares that are
authorized by the Company's certificate of incorporation 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 (2) of this Section 12(a), the Company shall: (A)
determine the excess of (1) the value of the Common 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 such Common Shares, upon exercise of the Rights and
payment of the applicable Purchase Price, (1) cash, (2) a reduction in the
Purchase Price, (3) Common Shares or other equity securities of the Company
(including, without limitation, shares, or units of shares, of preferred stock
which the Board of Directors of the Company has deemed to have the same value as
shares of Common Shares (such shares of preferred stock, "Common Share
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 based upon 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
value pursuant to clause (B) above within thirty days following the first
occurrence of a Shares Acquisition 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, Common 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 Common Shares could be
authorized for issuance upon exercise in full of the Rights, the thirty day
period set forth above may be extended to the extent necessary, but not more
than ninety days after

                                    -25-

<PAGE>

the Shares Acquisition Date, in order that the Company may seek stockholder
approval for the authorization of such additional shares (such period, as it
may be extended, the "Substitution Period"). To the extent that the Company
determines that some action need be taken pursuant to the first and/or second
sentences of this Section 12(a)(3), the Company (x) shall provide, subject to
Section 8(e) hereof, that such action shall apply uniformly to all outstanding
Rights, and (y) may suspend the exercisability of the Rights until the
expiration of the Substitution Period in order to seek 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 value thereof. In
the event of any such suspension, the Company shall promptly notify the Rights
Agent in writing of such suspension and shall issue a public announcement
stating that the exercisability of the Rights has been temporarily suspended,
as well as a public announcement at such time as the suspension is no longer
in effect (with prompt written notice to the Rights Agent that such suspension
is no longer in effect). For purposes of this Section 12(a)(3), the value of
Common Shares shall be the current market price (as determined pursuant to
Section 12(d) hereof) per share of the Common Shares on the Shares Acquisition
Date and the value of any Common Stock Equivalent shall be deemed to have the
same value as the Common Shares on such date.

            (b) If 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 or exchangeable for Preferred Shares or
equivalent preferred shares at a price per Preferred Share or equivalent
preferred share (together with any additional consideration required upon
conversion or exchange in the case of a security convertible into or
exchangeable for Preferred Shares or equivalent preferred shares), less than the
current per share market price of the Preferred Shares (determined pursuant to
Section 12(d) on such record date), the Purchase Price to be

                                    -26-

<PAGE>

in effect after such record date shall be determined by multiplying the
Purchase Price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the number of 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 (together with the aggregate of any
additional consideration required upon conversion or exchange in the case of
any convertible or exchangeable 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 or for which the convertible or exchangeable
securities so to be offered are initially convertible or exchangeable);
PROVIDED, HOWEVER, that in no event shall the consideration to be paid upon
the exercise of one Right be less than the aggregate par value of the shares
of capital stock of the Company issuable upon exercise of one Right. In case
all or part of such subscription or purchase price may be paid in a form other
than cash, the value of such consideration shall be as determined in good
faith by the Board of Directors, whose determination shall be described in a
statement filed with the Rights Agent. Preferred Shares owned by or held for
the account of the Company or any of its Subsidiaries shall not be deemed
outstanding for the purpose of any computation described in this Section
12(b). The adjustment described in this Section 12(b) shall be made
successively whenever such a record date is fixed; and, if none of such
rights, options or warrants are 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) If 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

                                    -27-

<PAGE>

payable in Preferred Shares) or subscription rights or warrants (excluding
those referred to in Section 12(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
(determined pursuant to Section 12(d)) on such record date, less the fair
market value (as determined in good faith by the Board of Directors, 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; 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 to be issued
upon the exercise of one Right. Such adjustments shall be made successively
whenever such a record date is fixed; and, if 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) (1) For the purpose of any computation hereunder, the "current
per share market price" of the Common Shares on any date shall be deemed to be
the average of the daily Closing Prices per share of such Common Shares for the
30 consecutive Trading Days immediately prior to, but not including, such date;
PROVIDED, HOWEVER, that, if the issuer of such Common Shares shall announce (A)
a dividend or distribution on such Common Shares payable in such Common Shares
or securities convertible into such Common Shares or (B) any subdivision,
combination or reclassification of such Common Shares, and the ex-dividend date
for such dividend or distribution, or the record date for such subdivision,
combination or reclassification, shall occur during such period of 30 Trading
Days, then, and in each such case, the current per share market price of the
Common Shares shall be appropriately adjusted to reflect the current market
price per Common Share equivalent.


                                    -28-


<PAGE>

                  (2) For the purpose of any computation hereunder, the "current
per share market price" of the Preferred Shares shall be determined in the same
manner as set forth above for Common Shares in paragraph (1) of this Section
12(d). If the current per share market price of the Preferred Shares cannot be
determined in the manner provided above, the "current per share market price" of
the Preferred Shares shall be conclusively deemed to be the current per share
market price of the Common Shares (determined in the manner provided above)
multiplied by one thousand.

            (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, HOWEVER, that any adjustments which by reason of this
Section 12(e) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section
12 shall be made to the nearest cent or to the nearest ten-thousandth of a
Common Share or other share or one ten-millionth of a Preferred Share, as the
case may be, and references herein to the "number of one one-thousandths of a
Preferred Share" (or similar phrases) shall be construed to include fractions of
one one-thousandth of a Preferred Share. Notwithstanding the first sentence of
this Section 12(e), any adjustment required by this Section 12 shall be made no
later than the earlier of (1) three years from the date of the transaction which
requires such adjustment or (2) the thirtieth day preceding the Final Expiration
Date.

            (f) If as a result of an adjustment made pursuant to Section 12(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 shares
contained in this Section 12, and the provisions of this Agreement, including
without limitation Sections 8, 10, 11 and 14, with respect to the Preferred
Shares shall apply on like terms to any such other shares.

                                    -29-

<PAGE>

            (g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall, whether or not the Right
Certificate evidencing such Rights reflects such adjusted Purchase Price,
evidence the right to purchase, at the adjusted Purchase Price, the number of
one one-thousandths 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 12(i), upon each adjustment of the Purchase Price pursuant to Section
12(b) or 12(c), each Right outstanding immediately prior to the making of such
adjustment shall thereafter evidence the right to purchase, at the adjusted
Purchase Price per one one-thousandth of a Preferred Share, that number of one
one-thousandths of a Preferred Share obtained by (1) multiplying (x) the number
of one-thousandths 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 (2) 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 outstanding in lieu of any
adjustment in the number of one one-thousandths of a Preferred Share purchasable
upon the exercise of a Right. Each Right outstanding after such adjustment of
the number of Rights shall be exercisable for the number of one one-thousandths
of a Preferred Share for which a Right was exercisable immediately prior to such
adjustment of the Purchase Price. Each Right held of record prior to such
adjustment of 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 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

                                    -30-

<PAGE>

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. Until such record
date, however, any adjustment in the number of one one-thousandths of a
Preferred Share for which a Right shall be exercisable made as required by
this Agreement shall remain in effect. If Right Certificates have been issued,
upon each adjustment of the number of Rights pursuant to this Section 12(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 15 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 authenticated 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-thousandths 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-thousandths
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-thousandth of the amount of consideration per
Preferred Share determined by the Board of Directors to be capital, or below one
one-thousandth of the par value, if any, per Preferred Share issuable upon
exercise of the Rights, the Company agrees to take such corporate action as is
within its power, including without limitation appropriate action by its Board
of

                                    -31-

<PAGE>

Directors, and which is, in the opinion of its counsel, necessary in order
that the Company may validly and legally issue fully paid and nonassessable
one one-thousandths of Preferred Shares at such adjusted Purchase Price.

            (l) In any case in which this Section 12 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 issuance to the holder of any Right exercised after such record date
of the Preferred Shares or other capital stock or securities of the Company, if
any, issuable upon such exercise over and above the Preferred Shares or other
capital stock or securities of the Company, if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such adjustment; PROVIDED,
HOWEVER, that the Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
securities upon the occurrence of the event requiring such adjustment.

            (m) Anything in this Section 12 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 12, as and to
the extent that it in its sole discretion shall determine to be advisable in
order that any combination or subdivision of the Preferred Shares, issuance
wholly for cash of any of the 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 in subsection (b) of this Section 12, hereafter effected by
the Company to holders of its Preferred Shares shall not be taxable to such
stockholders.

            (n) If at any time prior to the Distribution Date, the Company shall
(1) declare or pay any dividend on the Common Shares payable in Common Shares or
(2) effect a subdivision or combination of the Common Shares (by
reclassification or otherwise than by payment of dividends in Common Shares)
into a greater or lesser number of Common Shares, then in any such case (A) the

                                    -32-

<PAGE>

Purchase Price in effect at the time of the record date for such dividend or of
the effective date of such subdivision or combination shall be adjusted by
multiplying such Purchase Price by a fraction, the numerator of which is the
number of Common Shares outstanding immediately before such event and the
denominator of which is the number of Common Shares outstanding immediately
after such event, and (B) the number of Rights outstanding immediately after
such event shall be adjusted, either through cancellation of outstanding Rights
or through distribution of additional Rights (but without duplication of the
Company's obligations under Section 3(c)), so that the certificate evidencing
each Common Share outstanding immediately after such event shall also evidence
the associated Right to purchase the same number of one one-thousandths of a
Preferred Share as to which a Right would have entitled the holder thereof to
purchase immediately prior to such event. The adjustment provided for in this
Section 12(n) shall be made successively whenever such a dividend is declared or
paid or such a subdivision or combination is effected. If an event occurs which
would require an adjustment under Section 12(a)(2) and this Section 12(n), the
adjustments provided for in this Section 12(n) shall be in addition and prior to
any adjustment required pursuant to Section 12(a)(2).

      Section 13. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES.
Whenever an adjustment is made as provided in Section 12 or 14 hereof, the
Company shall (a) promptly prepare a certificate setting forth such adjustment,
and a brief statement of the facts accounting for such adjustment, (b) promptly
file with the Rights Agent and with each transfer agent for the Common Shares of
the Company and the Preferred Shares a copy of such certificate and (c) mail a
brief summary thereof to each holder of record of a Right Certificate in
accordance with Section 28 hereof. The Rights Agent shall be fully protected in
relying on any such certificate and on any adjustment therein and shall not be
obligated or responsible for calculating any adjustment nor shall it be deemed
to have knowledge of any such adjustment unless and until it shall have received
such a certificate.

                                    -33-

<PAGE>

      Section 14. CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR EARNING
POWER. If, directly or indirectly at any time after a Person has become an
Acquiring Person, (a) the Company shall consolidate with, or merge with and
into, any other Person, (b) any Person shall merge with and into the Company and
the Company shall be the continuing or surviving corporation of such merger and,
in connection with any such merger, all or part of the Common Shares of the
Company 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 a series of two or more transactions, assets
of the Company or its Subsidiaries which constitute more than 50% of the assets
or which produce more than 50% of the earning power of the Company and its
Subsidiaries (taken as a whole) to any Person or any Affiliate or Associate of
such Person other than the Company or one or more of its Wholly-Owned
Subsidiaries, then, and in each such case, the Company agrees that, as a
condition to engaging in any such transaction, it will make or cause to be made
proper provision so that (1) each holder of a Right (except as otherwise
provided herein) shall thereafter have the right to receive, upon the exercise
thereof in accordance with the terms of this Agreement and in lieu of Preferred
Shares, such number of Common Shares of such other Person (including the Company
as successor thereto or as the surviving corporation) or, if such other Person
is a Subsidiary of another Person, of the Person or Persons (other than
individuals) which ultimately control such first-mentioned Person, as shall be
equal to the result obtained by (x) multiplying the then current Purchase Price
by the number of one one-thousandths of a Preferred Share for which a Right is
then exercisable (without taking into account any adjustment previously made
pursuant to Section 12(a)(2)) and dividing that product by (y) 50% of the
current per share market price of the Common Shares of such other Person
(determined pursuant to Section 12(d) hereof) on the date of consummation of
such consolidation, merger, sale or transfer; (2) the issuer of such Common
Shares shall thereafter be liable for, and shall assume, by virtue of such
consolidation, merger, sale or transfer, all the obligations and duties of the

                                    -34-

<PAGE>

Company pursuant to this Agreement; (3) the term "Company", as used herein,
shall thereafter be deemed to refer to such issuer; and (4) such issuer shall
take such steps (including without limitation the reservation of a sufficient
number of shares of its Common Shares in accordance with Section 10) 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 14 if at the time of such transaction there are
outstanding any rights, warrants, instruments or securities or any agreement,
understanding or arrangements which, as a result of the consummation of such
transaction, would substantially diminish or otherwise eliminate the benefits
intended to be afforded by the Rights. The Company shall not consummate any such
consolidation, merger, sale or transfer unless prior thereto the Company and
such issuer shall have executed and delivered to the Rights Agent an agreement
supplemental to this Agreement complying with the provisions of this Section 14.
The provisions of this Section 14 shall similarly apply to successive mergers or
consolidations or sales or other transfers. For the purposes of this Section 14,
50% of the assets of the Company and its Subsidiaries shall be determined by
reference to the book value of such assets as set forth in the most recent
consolidated balance sheet of the Company and its Subsidiaries (which need not
be audited) and 50% of the earning power of the Company and its Subsidiaries
shall be determined by reference to the mathematical average of the operating
income resulting from the operations of the Company and its Subsidiaries for the
two most recent full fiscal years as set forth in the consolidated and
consolidating financial statements of the Company and its Subsidiaries for such
years; PROVIDED, HOWEVER, that, if the Company has, during such period, engaged
in one or more transactions to which purchase accounting is applicable, such
determination shall be made by reference to the pro forma operating income of
the Company and its Subsidiaries giving effect to such transactions as if they
had occurred at the commencement of such two-year period.

                                    -35-

<PAGE>

      Section 15. FRACTIONAL RIGHTS AND FRACTIONAL SHARES. (a) The Company shall
not be required to issue or distribute Right Certificates which evidence
fractional Rights. If, on the Distribution Date or thereafter, as a result of
any adjustment effected pursuant to Section 12(i) or otherwise hereunder, a
Person would otherwise be entitled to receive a Right Certificate evidencing a
fractional Right, the Company shall, in lieu thereof, pay or cause to be paid to
such Person an amount in cash equal to the same fraction of the current market
value of a whole Right. For the purpose of this Section 15(a), the current
market value of a whole Right shall be the Closing Price of the Rights for the
Trading Day immediately prior to, but not including, the date on which such
fractional Rights would have been otherwise issuable.

            (b) The Company shall not be required to issue fractions of
Preferred Shares (other than fractions which are integral multiples of one
one-thousandth of a Preferred Share) upon exercise of the Rights or to
distribute certificates which evidence fractional Preferred Shares (other than
fractions which are integral multiples of one one-thousandth of a Preferred
Share). Fractions of Preferred Shares in integral multiples of one
one-thousandth of a Preferred Share may, at the election of the Company, be
evidenced by depositary receipts, pursuant to an appropriate agreement between
the Company and a depositary selected by it, provided that such agreement shall
provide that the holders of such depositary receipts shall have all the rights,
privileges and preferences to which they are entitled as beneficial owners of
the Preferred Shares. If, on the Distribution Date or thereafter, as a result of
any adjustment effected hereunder in the number of one one-thousandths of a
Preferred Share as to which a Right has become exercisable, a Person would
otherwise be entitled to receive a fractional Preferred Share that is not an
integral multiple of one one-thousandth of a Preferred Share, the Company shall,
in lieu thereof, pay to such Person at the time such Right is exercised as
herein provided an amount in cash equal to the same fraction (which is not an
integral multiple of one one-thousandth of a Preferred Share) of the current
market value of one Preferred Share. For purposes of this Section 15(b), the
current market value of a Preferred Share shall be the Closing

                                    -36-

<PAGE>

Price of a Preferred Share for the Trading Day immediately prior to, but not
including, the date of such exercise.

            (c) Should any adjustment contemplated by Section 12(a)(2) or any
mandatory redemption and exchange contemplated by Section 25 occur, the Company
shall not be required to issue fractions of Common Shares upon exercise of the
Rights or to distribute certificates which evidence fractional Common Shares. If
after any such adjustment or mandatory redemption and exchange, a Person would
otherwise be entitled to receive a fractional Common Share of the Company upon
exercise of any Right Certificate or upon mandatory redemption and exchange as
contemplated by Section 25, the Company shall, in lieu thereof, pay to such
Person at the time such Right is exercised as herein provided or upon such
mandatory redemption and exchange an amount in cash equal to the same fraction
of the current market value of one Common Share. For purposes of this Section
15(c), the current market value of a Common Share shall be the Closing Price of
a Common Share for the Trading Day immediately prior to the date of such
exercise or the date of such mandatory redemption and exchange.

            (d) The holder of a Right by the acceptance thereof expressly waives
his right to receive any fractional Rights or any fractional shares upon
exercise or mandatory redemption and exchange of a Right (except as provided
above).

      Section 16. RIGHTS OF ACTION. (a) All rights of action in respect of the
obligations and duties owed to the holders of the Rights under this Agreement
are vested in the registered holders of the Rights; and, without the consent of
the Rights Agent or of the holder of any other Rights, any registered holder of
any Rights may, in his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding, judicial or otherwise,
against the Company to enforce, or otherwise to act in respect of, such holder's
right to exercise such Rights in the manner provided in the Right Certificate
evidencing such Rights and in this Agreement. Without limiting the foregoing or
any remedies available to the holders of Rights, it is specifically acknowledged
that the

                                    -37-

<PAGE>

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.

            (b) No right or remedy herein conferred upon or reserved to the
registered holder of Rights is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy, whether hereunder or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or
remedy.

            (c) No delay or omission of any registered holder of Rights to
exercise any right or remedy accruing hereunder shall impair any such right or
remedy or constitute a waiver of any default hereunder or an acquiescence
therein. Every right and remedy given hereunder or by law to such holders may be
exercised from time to time, and as often as may be deemed expedient, by such
holders.

      Section 17. 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 Common Shares of the
Company;

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

            (c) the Company and the Rights Agent may deem and treat the Person
in whose name the Right Certificate (or, prior to the Distribution Date, the
associated Common Shares certificate) is registered as the absolute owner
thereof and of the Rights evidenced thereby

                                    -38-

<PAGE>

(notwithstanding any notations of ownership or writing on the Right
Certificates or the associated Common 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; and

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

      Section 18. RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER. No holder,
as such, of any Right (whether or not then evidenced by a Right Certificate)
shall be entitled to vote, receive dividends or be deemed for any purpose the
holder of Preferred Shares, Common Shares of the Company or any other securities
of the Company which may at any time be issuable on the exercise (or mandatory
redemption and exchange) of the Rights represented thereby, nor shall anything
contained herein or in any Right Certificate be construed to confer upon any
such holder, as such, any of the rights of a stockholder of the Company,
including without limitation any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, to give or
withhold consent to any corporate action, to receive notice of meetings or other
actions affecting stockholders (except as provided in Section 26) or to receive
dividends or subscription rights or otherwise.


                                    -39-


<PAGE>

      Section 19. CONCERNING THE RIGHTS AGENT. (a) The Company agrees to pay to
the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the administration
and execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Rights Agent, its directors,
officers, employees and agents for, and to hold each of them 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 or any other indemnified party in connection with the
acceptance and administration of this Agreement or the performance of the Rights
Agent's duties hereunder, including the costs and expenses of defending against
any claim of liability in the premises.

            (b) The Rights Agent shall be protected and shall incur no liability
for, or in respect of any action taken, suffered or omitted by it in connection
with, its administration of this Agreement or the performance of the Rights
Agent's duties hereunder in reliance upon any Right Certificate or certificate
for Preferred Shares, Common Shares or other securities of the Company, Company
Order, instrument of assignment or transfer, power of attorney, endorsement,
affidavit, letter, notice, direction, consent, certificate, statement, or other
paper or document believed by it to be genuine and to be executed and, where
necessary, verified or acknowledged, by the proper person or persons, or
otherwise upon the advice of its counsel as set forth in Section 20 hereof.

            (c) The indemnity provided in this Section 19 shall survive the
expiration of the Rights, the resignation or removal of the Rights Agent and the
termination of 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:


                                    -40-
<PAGE>


            (a) The Rights Agent may consult with legal counsel (who may be
legal counsel for the Company), and the advice or 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 advice
or 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 Chairman of the Board, the
President, any Vice President, the Treasurer, any Assistant Treasurer, the
Secretary or any 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 or any
other Person only for its own gross negligence, bad faith or willful misconduct.
Anything in this Agreement to the contrary notwithstanding, in no event shall
the Rights Agent be liable for special, indirect or consequential loss or damage
of any kind whatsoever (including, but not limited to, lost profits), even if
the Rights Agent has been advised of the likelihood of such loss or damage and
regardless of the form of action.

            (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 authentication 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 have any responsibility with respect
to the validity of this Agreement or the execution and delivery hereof (except
the due execution hereof by the


                                    -41-
<PAGE>


Rights Agent) or with respect to the validity or execution of any Right
Certificate (except its authentication 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 (including the Rights becoming
void pursuant to Section 12(a)(2) hereof) or any adjustment in the terms of
the Rights (including the manner, method or amount thereof) provided for in
Sections 3, 12, 14, 24 and 25, or the ascertainment 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 or Common Shares to be issued pursuant to
this Agreement or any Right Certificate or as to whether any Preferred Shares
or Common Shares will, when issued, be duly authorized, validly 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 from any
one of the Chairman of the Board, the President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of
the Company, and to apply to such officers for advice or instructions in
connection with its duties, and it shall not be liable for any action taken or
suffered to be taken by it in good faith in accordance with instructions of any
such officer or for any delay in acting while awaiting instructions. Any
application by the Rights Agent for written instructions from the Company may,
at the option of the Rights Agent, set forth in writing any action proposed to
be taken or omitted by the Rights Agent under this Agreement and the date on or
after which such action shall


                                    -42-
<PAGE>


be taken or such omission shall be effective. The Rights Agent shall not be
liable for any action taken by, or omission of, the Rights Agent in
accordance with a proposal included in any such application on or after the
date specified in such application (which date shall not be less than five
Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to
an earlier date) unless, prior to taking any such action (or the effective
date in the case of an omission), the Rights Agent shall have received
written instructions in response to such application specifying the action to
be taken or omitted.

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

            (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 of the Company resulting from any such act, default,
neglect or misconduct provided the Rights Agent was not grossly negligent in the
selection and continued employment thereof.

            (j) The Rights Agent undertakes only the express duties and
obligations imposed on it by this Agreement and no implied duties or obligations
shall be read into this Agreement against the Rights Agent.

            (k) No provision of this Agreement shall require the Rights Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of its rights if
there shall be reasonable grounds for believing that


                                    -43-
<PAGE>


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

      Section 21. 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 Person resulting from any
merger or consolidation to which the Rights Agent or any successor Rights Agent
shall be a party, or any Person succeeding to the corporate trust or stock
transfer business of the Rights Agent or any successor Rights Agent, shall be
the successor to the Rights Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
provided that such Person would be eligible for appointment as a successor
Rights Agent under the provisions of Section 22. If at the time such successor
Rights Agent shall succeed to the agency created by this Agreement any of the
Right Certificates shall have been authenticated but not delivered, any such
successor Rights Agent may adopt the authentication of the predecessor Rights
Agent and deliver such Right Certificates so authenticated, and, if at that time
any of the Right Certificates shall not have been authenticated, any successor
Rights Agent may authenticate 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.

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


                                    -44-
<PAGE>


      Section 22. CHANGE OF RIGHTS AGENT. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon 30 days' notice in writing mailed to the Company and to each transfer agent
for the Common Shares of the Company and the 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 for the Common Shares of
the Company and the 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 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 registered holder of a
Right Certificate (or, prior to the Distribution Date, of Common Shares), then
any registered holder of a Right Certificate (or, prior to the Distribution
Date, of Common Shares) 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 either (a) a Person organized and
doing business under the laws of the United States or of any state of the United
States, which is authorized under such laws to exercise corporate trust or stock
transfer powers and is subject to supervision or examination by federal or state
authority and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $50 million or (b) an Affiliate of a
Person described in clause (a) of this sentence. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than


                                    -45-
<PAGE>


the effective date of any such appointment, the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent
for the Common Shares of the Company and the 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 22,
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 23. 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 Rights 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 per share and the number or kind or class of shares or other
securities purchasable under the Right Certificates made in accordance with the
provisions of this Agreement.

      Section 24. REDEMPTION.  (a) The Rights may be redeemed by action of
the Board of Directors pursuant to paragraph (b) of this Section 24, or may
be redeemed and exchanged by action of the Board of Directors pursuant to
Section 25 herein, but shall not be redeemed in any other manner.

            (b) The Board of Directors may, at its option, at any time prior to
the time any Person becomes an Acquiring Person redeem all but not less than all
of the then outstanding Rights at a redemption price of one thousandth of one
cent ($0.00001) per Right then outstanding, appropriately adjusted to reflect
any adjustment in the number of Rights outstanding pursuant to Section 12(i)
herein (such redemption price being hereinafter referred to as the "Redemption
Price"). Any such redemption of the Rights by the Board of Directors may be made
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish.

            (c) The right of the registered holders of Right Certificates to
exercise the Rights evidenced thereby or, if the Distribution Date has not
theretofore occurred, the inchoate right of the


                                    -46-
<PAGE>


registered holders of Rights to exercise the same shall, without notice to
such holders or to the Rights Agent and without further action, terminate and
be of no further force or effect effective as of the time of adoption by the
Board of Directors of a resolution authorizing and directing the redemption
of the Rights pursuant to paragraph (b) of this Section 24 (or, alternatively,
if the Board of Directors qualified such action as to time, basis or
conditions, then at such time, on such basis and with such conditions as the
Board of Directors may have established pursuant to such paragraph (b));
thereafter, the only right of the holders of Rights shall be to receive the
Redemption Price. The Company shall promptly give public notice of any
redemption resolution pursuant to paragraph (b) of this Section 24; PROVIDED,
HOWEVER, that the failure to give, or any defect in, any such notice shall
not affect the validity of such redemption. Within 10 days after the adoption
of any redemption resolution pursuant to paragraph (b) of this Section 24,
the Company shall give notice of such redemption to the holders of the then
outstanding Rights by mailing such notice to all such holders at their last
addresses as they appear upon the registry books of the Rights Agent or,
prior to the Distribution Date, on the registry books of the transfer agents
for the Common 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 shall state the method by which the
payment of the Redemption Price will be made.

            (d) Neither the Company nor any of its Affiliates or Associates may
acquire (other than, in the case of such Affiliates and Associates, in their
capacity as holders of Common Shares of the Company), redeem or purchase for
value any Rights at any time in any manner other than as specifically set forth
in this Section 24 or in Section 25 herein, and other than in connection with
the purchase of Common Shares prior to the Distribution Date.

      Section 25. MANDATORY REDEMPTION AND EXCHANGE. (a) The Board of Directors
may, at its option, at any time after any Person becomes an Acquiring Person,
issue Common Shares of the Company in mandatory redemption of, and in exchange
for, all or part of the then outstanding and


                                    -47-
<PAGE>


exercisable Rights (which shall not include Rights that have become null and
void pursuant to the provisions of Section 8(e) hereof) at an exchange ratio
of one Common Share for each two Common Shares for which each Right is then
exercisable pursuant to the provisions of Section 12(a)(2) hereof.
Notwithstanding the foregoing, the Board of Directors shall not be empowered
to effect such redemption and exchange at any time after any Person (other
than the Company, any Subsidiary of the Company, any employee benefit plan of
the Company or of any such Subsidiary, or any trustee of or fiduciary with
respect to any such plan when acting in such capacity), together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of 50%
or more of the Voting Shares then outstanding.

            (b) Immediately upon the action of the Board of Directors ordering
the mandatory redemption and exchange of any Rights pursuant to subsection (a)
of this Section 25 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 such number of Common Shares as is
provided in paragraph (a) of this Section 25. The Company shall promptly give
public notice of any such redemption and exchange; PROVIDED, HOWEVER, that the
failure to give, or any defect in, such notice shall not affect the validity of
such redemption and exchange. The Company promptly shall mail a notice of any
such redemption and exchange to all 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 mandatory redemption and
exchange shall state the method by which the redemption and exchange of the
Common Shares for Rights will be effected and, in the event of any partial
redemption and exchange, the number of Rights which will be redeemed and
exchanged. Any partial redemption and exchange shall be effected pro rata based
on the number of Rights (other than Rights which have become null and void
pursuant to the provisions of Section 8(e) hereof) held by each holder of
Rights.


                                    -48-
<PAGE>


            (c) In any mandatory redemption and exchange pursuant to this
Section 25, the Company, at its option, may substitute Preferred Shares (or
equivalent preferred shares, as such term is defined in Section 12(b) hereof)
for Common Shares, at the initial rate of one one-thousandth of a Preferred
Share (or equivalent preferred share) for each Common Share, as appropriately
adjusted.

            (d) In any exchange pursuant to this Section 25, the Company, at its
option, may substitute for any Common Shares exchangeable for a Right (i) Common
Share Equivalents, (ii) cash, (iii) debt securities of the Company, (iv) other
assets, or (v) any combination of the foregoing, having an aggregate value which
the Board of Directors shall have determined in good faith to be equal to the
current market price of one Common Share (determined pursuant to Section 12(d)
hereof) on the Trading Day immediately preceding the date of exchange pursuant
to this Section 25.

      Section 26. NOTICE OF CERTAIN EVENTS. If the Company shall, on or after
the Distribution Date, propose (a) to pay any dividend or other distribution
payable in stock of any class of the Company or any Subsidiary of the Company to
the holders of its Preferred Shares, (b) to distribute 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, (c) to make any other distribution to the holders
of its Preferred Shares (other than a regular quarterly cash dividend), (d) to
effect any reclassification of its Preferred Shares (other than a
reclassification involving only the subdivision of outstanding Preferred
Shares), (e) to effect any consolidation or merger into or with, or to effect
any sale or other transfer (or to permit one or more of its Subsidiaries to
effect any sale or other transfer), in one or more transactions, of more than
50% of the assets or earning power of the Company and its Subsidiaries
(determined as provided in Section 14 herein) to, any other Person (other than
the Company or a Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries), (f) to
effect the liquidation, dissolution or winding up of the Company or (g) if the
Rights have theretofore become exercisable with respect to Common Shares
pursuant to Section 12(a)(2) herein, to declare or pay any dividend or other
distribution on the Common Shares payable


                                    -49-
<PAGE>


in Common Shares or in stock of any other class of the Company or any
Subsidiary of the Company or to effect a subdivision or combination of the
Common Shares (by reclassification or otherwise than by payment of dividends
in Common Shares) then, in each such case, the Company shall give to each
holder of a Right Certificate, in accordance with Section 28 hereof, notice
of such proposed action, which shall specify the date of authorization by the
Board of Directors of, and record date for, such stock dividend or such
distribution of rights or warrants or the date on which such reclassification,
consolidation, merger, sale, transfer, liquidation, dissolution, winding up,
subdivision or combination is to take place and the date of participation
therein by the holders of the Common Shares of the Company or the Preferred
Shares, or both, if any such date is to be fixed. Such notice shall be so
given in the case of any action covered by clause (a), (b) or (g) above at
least 20 days prior to the record date for determining holders of the
Preferred Shares or of the Common Shares of the Company, as the case may be,
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 Preferred Shares or Common
Shares of the Company, as the case may be, whichever shall be the earlier.

      If any of the events set forth in Section 12(a)(2) of this Agreement shall
occur, then, in any such case, the Company shall as soon as practicable
thereafter give to each holder of a Right Certificate, in accordance with
Section 28 hereof, a notice of the occurrence of such event, which shall specify
the event and the consequences of the event to holders of Rights under Section
12(a)(2) hereof.

      Section 27. SECURITIES LAWS REGISTRATIONS. To the extent legally required,
the Company agrees that it will prepare and file, as soon as practicable
following the Distribution Date, and will use its best efforts to cause to be
declared effective, a registration statement under the Securities Act
registering the offering, sale and delivery of the Preferred Shares issuable
upon exercise of the Rights, and the Company will, thereafter, use its best
efforts to maintain such registration statement


                                    -50-
<PAGE>


(or another) continuously in effect so long as any Rights remain outstanding
and exercisable with respect to Preferred Shares. Should the Rights become
exercisable with respect to securities of the Company or one of its
Subsidiaries other than Preferred Shares, the Company agrees that it will, to
the extent legally required, promptly thereafter prepare and file, or cause
to be prepared and filed, and will use its best efforts to cause to be
declared effective, a registration statement under such Act registering the
offering, sale and delivery of such other securities and the Company will,
thereafter, use its best efforts to maintain such registration statement (or
another) continuously in effect so long as any outstanding Rights are
exercisable with respect to such securities. The Company further agrees to
use its best efforts, from and after the Distribution Date, to qualify or
register for sale the Preferred Shares or other securities of the Company or
one of its Subsidiaries issuable upon exercise of the Rights under the
securities or "blue sky" laws (to the extent legally required thereunder) of
all jurisdictions in which registered holders of Right Certificates reside
determined by reference to the Rights Register. The Company may temporarily
suspend, for a period of time not to exceed ninety days after the Distribution
Date, the exercisability of the Rights in order to prepare and file such
registration statement and permit it to become effective. Upon any such
suspension the Company shall promptly notify the Rights Agent in writing of
such suspension and shall issue a public announcement stating that the
exercisability of the Rights has been temporarily suspended, as well as a
public announcement at such time as the suspension is no longer in effect
(with prompt written notice to the Rights Agent that such suspension is no
longer in effect). Notwithstanding any provision of this Agreement to the
contrary, the Rights shall not be exercisable in any jurisdiction if the
requisite qualification in such jurisdiction shall not have been obtained,
the exercise thereof shall not be permitted under applicable law or a
registration statement shall not have been declared effective.

      Section 28. 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


                                    -51-
<PAGE>


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:

                        United Surgical Partners International, Inc.
                        Attn: Chief Financial Officer
                        17103 Preston Road, Suite 200 North
                        Dallas, Texas 75248



Subject to the provisions of Section 22 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:

                        First Union National Bank
                        Shareholder Services Group
                        1525 W. WT Harris Blvd., 3C3
                        Charlotte, North Carolina 28288-1153
                        Attn: Equity Services Group
                        Telephone: (704) 590-0394


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 Rights
Register of the Company or, prior to the Distribution Date, on the stock
transfer records for the Common Shares of the Company.

      Section 29. SUPPLEMENTS AND AMENDMENTS. The Company may from time to time
supplement or amend this Agreement (which supplement or amendment shall be
evidenced by a writing signed by the Company and the Rights Agent) without the
approval of any holders of any certificates representing Common Shares or any
holders of Right Certificates in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provisions herein, to make any other provisions in regard to
matters or questions arising hereunder, or to add, delete, modify or otherwise
amend any provision, which the Company may deem necessary or desirable,
including without limitation extending the Final


                                    -52-
<PAGE>


Expiration Date; PROVIDED THAT the period during which the Rights may be
redeemed may not be extended at a time when the Rights are not then
redeemable; PROVIDED FURTHER, HOWEVER, that, from and after the Shares
Acquisition Date, any such amendment or supplement shall not materially and
adversely affect the interests of the holders of Right Certificates other
than an Acquiring Person or transferees of such Acquiring Person. Without
limiting the foregoing, the Board of Directors may by resolution adopted at
any time prior to such time as any Person becomes an Acquiring Person amend
this Agreement to lower the threshold set forth in the definition of
Acquiring Person herein from 15% to a percentage not less than the greater of
any percentage greater than the largest percentage of the outstanding Voting
Shares then known to the Company to be beneficially owned by any Person
(other than the WCAS Group (unless and until such time as the WCAS Group is
the Beneficial Owner of less than 15% of the Voting Shares then outstanding)
the Company, any Subsidiary of the Company, any employee benefit plan of the
Company or of any Subsidiary of the Company, or any trustee of or fiduciary
with respect to any such plan when acting in such capacity) and 10%, if the
Board of Directors shall determine that a Person whose interests are adverse
to the Company and its stockholders may seek to acquire control of the
Company. Upon the delivery of a certificate from an appropriate officer of
the Company, which states that the proposed supplement or amendment is in
compliance with the terms of this Section 29 and, provided such supplement or
amendment does not change or increase the Rights Agent's rights, duties,
liabilities or obligations hereunder, the Rights Agent shall execute such
supplement or amendment.

      Section 30. 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 31. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be
construed to give to any Person other than the Company, the Rights Agent and the
registered holders of the Rights any legal or equitable right, remedy or claim
under this Agreement; but this Agreement shall be for


                                    -53-
<PAGE>


the sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Rights.

      Section 32. 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 33. GOVERNING LAW. This Agreement and each Right Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.

      Section 34. 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 35. 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.

      Section 36. BOARD OF DIRECTORS. The Board of Directors shall have the
exclusive power and authority to administer this Agreement and to exercise the
rights and powers specifically granted to the Board of Directors or to the
Company. All such actions, calculations, interpretations and determinations that
are done or made by the Board of Directors in good faith shall be final,
conclusive and binding on the Company, the Rights Agent, the holders of the
Rights, as such, and all other Persons. The Rights Agent shall always be
entitled to assume that the Company's Board of Directors acted in good faith and
shall be fully protected and incur no liability in reliance thereon.


                                    -54-
<PAGE>


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



                                       UNITED SURGICAL PARTNERS
                                       INTERNATIONAL, INC.

Attest:



By: /s/ John J. Wellik                 By: /s/ Mark A. Kopser
   ---------------------------            ------------------------------
    Secretary                          Title: Chief Financial Officer




                                       FIRST UNION NATIONAL BANK,
                                       as Rights Agent

Attest:



By: /s/ D Ann Harris                   By: /s/ Sharon A. Mann
   ---------------------------            ------------------------------
    Authorized Officer                      Authorized Officer


<PAGE>

                                                                       EXHIBIT A

                                     FORM OF
                           CERTIFICATE OF DESIGNATION
                                       OF
                SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                 UNITED SURGICAL PARTNERS INTERNATIONAL, INC.

                    Pursuant to Section 151 of the General
                   Corporation Law of the State of Delaware


      United Surgical Partners International, Inc., a Delaware corporation (the
"Corporation"), through the undersigned duly authorized officer, in accordance
with the provisions of Sections 103 and 151 of the General Corporation Law of
the State of Delaware, DOES HEREBY CERTIFY:

      That, the Board of Directors of the Corporation on June 13, 2001, pursuant
to the authority conferred upon the Board of Directors by the Second Amended and
Restated Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation") and in accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, adopted the following
resolution creating a series of 500,000 shares of Preferred Stock, par value
$.01 per share:

      RESOLVED, that, pursuant to the authority expressly granted to and vested
in the Board of Directors of the Corporation in accordance with the provisions
of Article VI, Section II.B. of its Certificate of Incorporation, a series of
the Preferred Stock of the Corporation, par value $.01 per share, be, and it
hereby is, created and that the voting powers, designations, preferences and
relative, participating, optional and other special rights of the shares of such
series, and the qualifications, limitations or restrictions thereof are as
follows:

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK:

      Section 1.  DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Junior Preferred Stock") and the number of shares constituting the Series A
Junior Preferred Stock shall be 500,000. Such number of shares may be increased
or decreased by resolution of the Board of Directors; PROVIDED, that no decrease
shall reduce the number of shares of Series A Junior Preferred Stock to a number
less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Series A Junior Preferred Stock.

      Section 2.  DIVIDENDS AND DISTRIBUTIONS.

      (a) Subject to the rights of the holders of any shares of any series of
Preferred Stock (or any similar stock) ranking prior and superior to the Series
A Junior Preferred Stock with respect to dividends, the holders of shares of
Series A Junior Preferred Stock, in preference to the holders of Common Stock,
par value $0.01 per share (the "Common Stock"), of the Corporation, and of any


                                     A-1
<PAGE>


other junior stock, shall be entitled to receive, when, as and if declared by
the Board of Directors out of funds legally available for the purpose, quarterly
dividends payable on the first business day of February, May, August and
November in each year (each such date being referred to herein as a "Quarterly
Dividend Payment Date") as provided in paragraphs (b) and (c) of this Section 2
in an amount per share (rounded to the nearest cent) equal to the greater of (1)
$1.00 in cash or (2) subject to the provision for adjustment hereinafter set
forth, 1,000 times the aggregate per share amount (payable in cash) of all cash
dividends, and 1,000 times the aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions, other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Junior Preferred Stock. If the Corporation shall
at any time declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount to which holders of shares of Series A Junior Preferred Stock were
entitled immediately prior to such event under clause (2) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that was outstanding immediately prior to such event.

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

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

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


                                     A-2
<PAGE>


      (a) Subject to the provisions for adjustment hereinafter set forth, each
share of Series A Junior Preferred Stock shall entitle the holder thereof to
1,000 votes on all matters submitted to a vote of the stockholders of the
Corporation. If the Corporation shall at any time declare or pay any dividend on
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination of the outstanding shares of Common Stock (by reclassification or
otherwise) into a greater or lesser number of shares of Common Stock, then in
each such case the number of votes per share to which holders of shares of
Series A Junior Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
was outstanding immediately prior to such event.

      (b) Except as otherwise provided herein, in the Certificate of
Incorporation, as it may be amended from time to time, in any other Certificate
of Designation creating a series of Preferred Stock or any similar stock, or by
law, the holders of shares of Series A Junior Preferred Stock and the holders of
shares of Common Stock and any other capital stock of the Corporation having
general voting rights shall vote together as one class on all matters submitted
to a vote of stockholders of the Corporation.

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

      Section 4.  CERTAIN RESTRICTIONS.

      (a) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Junior Preferred Stock as provided in Section 2 are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Junior Preferred
Stock outstanding shall have been paid in full, or declared and a sum sufficient
for the payment therefor be set apart for payment and be in the process of
payment, the Corporation shall not:

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

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

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


                                     A-3
<PAGE>


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

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

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

      Section 6.  LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (a)
to the holders of shares of stock ranking junior (either as to dividends or as
to amounts payable upon liquidation, dissolution or winding up) to the Series A
Junior Preferred Stock unless, prior thereto, the holders of Series A Junior
Preferred Stock shall have received an amount per share (rounded to the nearest
cent) equal to the greater of (1) $1,000 per share, or (2) an amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 1,000
times the aggregate amount to be distributed per share to holders of Common
Stock, plus, in either case, an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment, or
(b) to the holders of stock ranking on a parity (either as to dividends or as to
amounts payable upon liquidation, dissolution or winding up) with the Series A
Junior Preferred Stock, except distributions made ratably on the Series A Junior
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such Shares are entitled upon such liquidation,
dissolution or winding up. If the Corporation shall at any time declare or pay
any dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then in each such case the aggregate amount to which
holders of shares of Series A Junior Preferred Stock were entitled immediately
prior to such event under the proviso in clause (a)(2) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
was outstanding immediately prior to such event.

      Section 7.  CONSOLIDATION, MERGER, ETC. If the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are


                                     A-4
<PAGE>


exchanged for or changed into other stock or securities, cash or any other
property, or any combination thereof, then in any such case each share of
Series A Junior Preferred Stock shall at the same time be similarly exchanged
or changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 1,000 times the aggregate amount of stock,
securities, cash or any other property (payable in kind), or any combination
thereof, as the case may be, into which or for which each share of Common
Stock is changed or exchanged. If the Corporation shall at any time declare
or pay any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise) into a greater or
lesser number of shares of Common Stock, then in each such case the amount
set forth in the preceding sentence with respect to the exchange or change of
shares of Series A Junior Preferred Stock shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that was outstanding
immediately prior to such event.

      Section 8.   REDEMPTION. The shares of Series A Junior Preferred Stock
shall not be redeemable. So long as any shares of Series A Junior Preferred
Stock remain outstanding, the Corporation shall not purchase or otherwise
acquire for consideration any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A Junior
Preferred Stock unless the Corporation shall substantially concurrently also
purchase or acquire for consideration a proportionate number of shares of Series
A Junior Preferred Stock.

      Section 9.   RANK. The Series A Junior Preferred Stock shall rank, with
respect to payment of dividends and the distribution of assets, junior to all
series of any other class of the Corporation's Preferred Stock; provided that
any class or series of the Corporation's Preferred Stock hereafter created may
expressly provide that such class or series shall be pari passu with the Series
A Preferred Stock with respect to the payment of dividends and distributions,
voting rights and/or distributions upon liquidation, dissolution or winding up
of the Corporation.

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


                                     A-5
<PAGE>


      IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf
of the Corporation by its President, and attested by its Secretary, this ____
day of _______________, 2001.

                                       UNITED SURGICAL PARTNERS
                                       INTERNATIONAL, INC.


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

ATTEST:


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






                                     A-6

<PAGE>

                                                                       EXHIBIT B

                            Form of Right Certificate

Certificate No. R-                                                  _____ Rights


            NOT EXERCISABLE AFTER JUNE 13, 2011 OR EARLIER IF REDEMPTION OR
            EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.00001 PER
            RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
            AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY
            ACQUIRING PERSONS (AS DEFINED IN SECTION 1 OF THE RIGHTS AGREEMENT)
            OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.



                                Right Certificate

                 UNITED SURGICAL PARTNERS INTERNATIONAL, INC.


      This certifies that _____________________________, or registered assigns,
is the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Rights Agreement, dated as of June 13, 2001 (the "Rights Agreement"),
between UNITED SURGICAL PARTNERS INTERNATIONAL, INC., a Delaware corporation
(the "Company"), and First Union 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., Dallas, Texas time, on
June 13, 2011, at the Corporate Trust Office of the Rights Agent (or at the
office of its successor as Rights Agent), one one-thousandth (1/1000) of a fully
paid non-assessable share of Series A Junior Participating Preferred Stock, par
value $0.01 per share (the "Preferred Shares"), of the Company, at a purchase
price of $80.00 per one one-thousandth (1/1000) of a Preferred Share (the
"Purchase Price"), upon presentation and surrender of this Right Certificate
with the Form of Election to Purchase duly executed. The number of Rights
evidenced by this Right Certificate (and the number of one one-thousandths 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 14, 2001, 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-thousandths of a Preferred Share which may be purchased upon the exercise of
the Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events.

      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 Corporate Trust Office of the Rights Agent.

                                     B-1

<PAGE>

      This Right Certificate, with or without other Right Certificates, upon
surrender at the Corporate Trust Office of the Rights Agent, may be exchanged
for another Right Certificate or Right Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like aggregate number of
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 (i) may be redeemed by the Company at a redemption price of
$.00001 per Right or (ii) may be exchanged by the Company in whole or in part
for Preferred Shares or shares of the Company's common stock, par value $0.01
per share.

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

      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
stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting stockholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or otherwise, until
the Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in the Rights Agreement.

      This Right Certificate shall not be entitled to any benefit under the
Rights Agreement or be valid or obligatory for any purpose until it shall have
been authenticated by the Rights Agent.









                                     B-2

<PAGE>

      WITNESS the facsimile signatures of the proper officers of the Company and
its corporate seal.

Dated as of ___________________, ____.


ATTEST:                                UNITED SURGICAL PARTNERS
                                       INTERNATIONAL, INC.


                  [SEAL]

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


Authentication:

This is one of the Right Certificates referred to in the within-mentioned Rights
Agreement.


FIRST UNION NATIONAL BANK,
as Rights Agent


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









                                     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 as of ___________________, ____.


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


Signature Guaranteed:

      Signatures must be guaranteed by 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.

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

                   [To be executed if statement is correct]

      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









                                     B-4

<PAGE>

           [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 UNITED SURGICAL PARTNERS INTERNATIONAL, INC.

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

Please insert social security
or other identifying number:


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


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


If such number of Rights shall not be all the Rights 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 as of ___________________, ____.

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





                                     B-5

<PAGE>

           [Form of Reverse Side of Right Certificate -- continued]

Signature Guaranteed:

      Signatures must be guaranteed by 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.

--------------------------------------------------------------------------------
                   [To be executed if statement is correct]

      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


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

                                     NOTICE


      The signature in the foregoing Form of Assignment or Form of Election to
Purchase 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-6


<PAGE>

                                                                       EXHIBIT C

                          SUMMARY OF RIGHTS TO PURCHASE
                                 PREFERRED STOCK


      On June 6, 2001, the Board of Directors of United Surgical Partners
International, Inc. (the "Company"), authorized the issuance of one preferred
share purchase right (a "Right") with respect to each outstanding share of
common stock, $0.01 par value (the "Common Shares"), of the Company. The
rights will be issued on June 14, 2001 to the holders of record of Common
Shares on that date. Each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock, $.01 par value (the "Preferred Shares"), of
the Company at a price of $80.00 per one one-thousandth of a Preferred Share
(the "Purchase Price"), subject to adjustment. The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights Agreement") dated
as of June 13, 2001, between the Company and First Union National Bank, as
Rights Agent (the "Rights Agent").

      DETACHMENT OF RIGHTS; EXERCISE. Initially, the Rights will attach to all
Common Share certificates representing outstanding shares and no separate Right
Certificate will be distributed. The Rights will separate from the Common Shares
and a "Distribution Date" will occur upon close of Business (as defined in the
Rights Agreement) on the earlier of (i) 10 business days following a public
announcement that a person or group of affiliated or associated persons has
become an Acquiring Person, or (ii) 10 business days following the commencement
or announcement of an intention to commence a tender offer or exchange offer the
consummation of which would result in a person or group becoming an Acquiring
Person, subject to the right of the Board of Directors to defer the occurrence
of a Distribution Date upon the occurrence of an event described in this clause
(ii).

      In general, a person becomes an Acquiring Person if such person or a group
of which such person is a member (i) becomes the beneficial owner of 15% or more
of the Company's outstanding common stock, or (ii) in the case of Welsh, Carson,
Anderson & Stowe VII, L.P. together with its affiliates (collectively, the "WCAS
Group"), becomes the beneficial owner of 15% or more of the Company's
outstanding common stock at any time after the WCAS Group shall have been the
beneficial owner of less than 15% of the Company's outstanding common stock.

      Until the Distribution Date (or earlier redemption or expiration of the
Rights) (i) the Rights will be evidenced with respect to any of the Common
Shares outstanding on June 14, 2001, by the certificates representing such
Common Shares with a copy of this Summary of Rights attached thereto, (ii) the
Rights will be transferred with and only with the Common Shares, (iii) new
Common Share certificates issued after June 14, 2001, upon transfer or new
issuance of the Common Shares will contain a notation incorporating the Rights
Agreement by reference, and (iv) the surrender for transfer (A) of any
certificates for Common Shares outstanding as of June 14, 2001, even without
such notation or a copy of this Summary of Rights being attached thereto, will
also constitute the transfer of the Rights associated with the Common Shares
represented by such certificate.

      As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.


                                     C-1
<PAGE>


      The Rights are not exercisable until the Distribution Date. The Rights
will expire on June 13, 2011 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or the Rights are earlier redeemed or exchanged by
the Company as described below.

      If a person or group were to become an Acquiring Person, then each Right
then outstanding (other than Rights beneficially owned by the Acquiring Person
which would become null and void) would become a right to buy that number of
Common Shares (or under certain circumstances, the equivalent number of one
one-thousandths of a Preferred Share or other assets or securities of the
Company) that at the time of such acquisition would have a market value of two
times the Purchase Price of the Right.

      At any time after a person or group of affiliated or associated persons
becomes an Acquiring Person, if the Company were acquired in a merger or other
business combination transaction or more than 50% of its consolidated assets or
earning power were sold, proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then current Purchase Price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction would have
a market value of two times the Purchase Price of the Right.

      PREFERRED SHARES. The dividend and liquidation rights, and the
non-redemption feature, of the Preferred Shares are designed so that the value
of one one-thousandth of a Preferred Share purchasable upon exercise of each
Right will approximate the value of one Common Share. The Preferred Shares
issuable upon exercise of the Rights will be non-redeemable and rank junior to
all other series of the Company's preferred stock. Each whole Preferred Share
will be entitled to receive a quarterly preferential dividend in an amount per
share equal to the greater of (i) $1.00 in cash, or (ii) in the aggregate, 1,000
times the dividend declared on each Common Share. In the event of liquidation,
the holders of the Preferred Shares will be entitled to receive a preferential
liquidation payment equal to the greater of (i) $1,000 per share, or (ii) in the
aggregate, 1,000 times the payment made on each Common Share. In the event of
any merger, consolidation or other transaction in which Common Shares are
exchanged for or changed into other stock or securities, cash or other property,
each whole Preferred Share will be entitled to receive 1,000 times the amount
received per Common Share. Each whole Preferred Share shall be entitled to 1,000
votes on all matters submitted to a vote of the stockholders of the Company, and
Preferred Shares shall generally vote together as one class with the Common
Stock and any other capital stock entitled to vote thereon on all matters
submitted to a vote of stockholders of the Company.

      The offer and sale of the Preferred Shares issuable upon exercise of the
Rights will be registered with the Securities and Exchange Commission and such
registration will not be effective until the Rights become exercisable.

      ANTIDILUTION AND OTHER ADJUSTMENTS. The number of one one-thousandths of a
Preferred Share or other securities or property issuable upon exercise of the
Rights, and the Purchase Price payable, are subject to customary adjustments
from time to time to prevent dilution.

      The number of outstanding Rights and the number of one one-thousandths of
a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.


                                     C-2
<PAGE>


      EXCHANGE OPTION. At any time after a person or group of affiliated or
associated persons has become an Acquiring Person and before the acquisition by
a person or group of 50% or more of the outstanding Voting Shares, the Board of
Directors may, at its option, issue Common Shares (or Preferred Shares) in
mandatory redemption of, and in exchange for, all or part of the then
outstanding and exercisable Rights (other than Rights owned by such person or
group which would become null and void) at an exchange ratio of one Common Share
(or one one-thousandth of a Preferred Share) for each two Common Shares for
which each Right then outstanding is then exercisable, subject to adjustment.

      REDEMPTION OF RIGHTS. At any time prior to the time that a person or group
has become an Acquiring Person, the Board of Directors of the Company may redeem
all but not less than all the then outstanding Rights at a price of $0.00001 per
Right (the "Redemption Price"). The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately upon the action of
the Board of Directors ordering redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.

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

      AMENDMENT OF RIGHTS. The terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the holders of the Rights,
including an amendment to extend the Final Expiration Date, and, provided a
Distribution Date has not occurred, to extend the period during which the Rights
may be redeemed, except that after the first public announcement that a person
or group has become an Acquiring Person, no such amendment may materially and
adversely affect the interests of the holders of the Rights other than the
Acquiring Person and transferees of the Acquiring Person.

      THIS SUMMARY DESCRIPTION OF THE RIGHTS DOES NOT PURPORT TO BE COMPLETE AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE RIGHTS AGREEMENT, WHICH IS
HEREBY INCORPORATED HEREIN BY REFERENCE.

      A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
June 13, 2001. A copy of the Rights Agreement is available free of charge from
the Company.


                                     C-3