<PAGE>

                                                                     EXHIBIT 4.2

               THE MICROSEMI CORPORATION SHAREHOLDER RIGHTS PLAN



                                RIGHTS AGREEMENT

                                    between

                             MICROSEMI CORPORATION

                                      and

                         MELLON INVESTOR SERVICES, LLC,

                                as Rights Agent



                                Rights Agreement
                         Dated as of December 22, 2000
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<S>                                                                                                          <C>
Section 1. Certain Definitions                                                                                 1

Section 2. Appointment of Rights Agent                                                                         5

Section 3. Issue of Rights Certificates                                                                        5

Section 4. Form of Rights Certificates                                                                         6

Section 5. Countersignature and Registration                                                                   7

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

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

Section 8. Cancellation and Destruction of Rights Certificates                                                10

Section 9. Reservation and Availability of Capital Stock                                                      11

Section 10. Preferred Stock Record Date                                                                       12

Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights                       12

Section 12. Certificate of Adjusted Purchase Price or Number of Shares                                        20

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

Section 14. Fractional Rights and Fractional Shares                                                           23

Section 15. Rights of Action                                                                                  24

Section 16. Agreement of Rights Holders                                                                       24

Section 17. Rights Certificate Holder Not Deemed a Stockholder                                                25

Section 18. Concerning the Rights Agent                                                                       25

Section 19. Merger or Consolidation or Change of Name of Rights Agent                                         26

Section 20. Duties of Rights Agent                                                                            26

Section 21. Change of Rights Agent                                                                            28

Section 22. Issuance of New Rights Certificates                                                               29

Section 23. Redemption and Termination                                                                        29

Section 24. Exchange                                                                                          30

Section 25. Notice of Certain Events                                                                          32
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                           <C>
Section 26. Notices                                                                                           33

Section 27. Supplements and Amendments                                                                        33

Section 28. Successors                                                                                        34

Section 29. Determinations and Actions by the Board of Directors, etc.                                        34

Section 30. Benefits of this Agreement                                                                        34

Section 31. Severability                                                                                      34

Section 32. Governing Law                                                                                     35

Section 33. Counterparts                                                                                      35

Section 34. Descriptive Headings                                                                              35
</TABLE>

EXHIBITS

Exhibit A  Form of Certificate of Designation of Rights, Preferences and
           Privileges of Series A Junior Participating Preferred Stock
Exhibit B  Form of Rights Certificate
Exhibit C  Summary of Terms of Shareholder Rights Plan

                                      ii
<PAGE>

                               RIGHTS AGREEMENT

     THIS RIGHTS AGREEMENT dated as of December 22, 2000 (this "Agreement")
between Microsemi Corporation, a Delaware corporation (the "Company") and Mellon
Investor Services, LLC, a New Jersey limited liability company (the "Rights
Agent").

                                  WITNESSETH:

     WHEREAS, on November 28, 2000 (the "Rights Dividend Declaration Date"), the
Board of Directors of the Company (the "Board of Directors" or the "Board")
authorized and declared a dividend distribution of share purchase rights, upon
the terms and subject to the conditions hereinafter set forth (each one called a
"Right" and collectively the "Rights") at the rate of one whole Right for each
share of common stock, par value $.20 per share, of the Company (the "Common
Stock") outstanding at the Close of Business (as hereinafter defined) on
December 22, 2000 (the "Record Date"), and has authorized the issuance of
further Rights at the rate of one whole Right (as such number may hereinafter be
adjusted pursuant to the provisions of Section 11(p) hereof) for each share of
Common Stock of the Company that may be issued between the Record Date (whether
originally issued or delivered from the Company's treasury) and the Distribution
Date (as defined in Section 3 hereof), and

     WHEREAS, each Right initially represents the right to purchase one one-
thousandth of a share (a "Fractional Share Unit") of Series A Junior
Participating Preferred Stock of the Company, par value $1.00 per share, having
the rights, powers and preferences set forth in the form of Certificate of
Designation of Rights, Preferences and Privileges of Series A Junior
Participating Preferred Stock attached hereto as Exhibit A, upon the terms and
subject to the conditions hereinafter set forth (the "Rights");

                                   AGREEMENT
                                   ---------

     NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATIONS, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

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

             (a) "Acquiring Person" shall mean any Person who or which, together
with all Affiliates and Associates of such Person, shall be the Beneficial Owner
of 20% or more of the shares of Common Stock then outstanding or a Person who
would be deemed to beneficially own thirty percent (30%) or more of the shares
of the Common Stock of the Company upon completion of any offer to acquire
beneficial ownership of Common Stock, but shall not include (i) the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any Person or entity organized, appointed or
established by the Company for or pursuant to the terms of any such plan, (ii)
any Person currently the Beneficial Owner of 20% or more of the outstanding
shares of Common Stock until such time as such Person or group has acquired, or
obtained the right to acquire, 30% or more of the outstanding shares of Common
Stock, or (iii) any Person who shall become the Beneficial Owner of 20% or more
of the outstanding shares of Common Stock solely as a result of an acquisition
by the Company of shares of Common Stock

                                       1
<PAGE>

until such time thereafter as such Person shall become the Beneficial Owner
(other than by means of a stock dividend or stock split) of any additional
shares of Common Stock. In addition, notwithstanding the foregoing, no Person
shall be deemed to be an Acquiring Person either (i) if within twenty (20) days
after such Person would otherwise become an Acquiring Person (but for the
operation of this clause (i)), such Person notifies the Board of Directors that
such Person did so inadvertently and within ten (10) days after such
notification, such Person is the Beneficial Owner of less than 20% of the
outstanding shares of Common Stock, or (ii) as the result of an acquisition of
shares of Common Stock by the Company which, by reducing the number of shares
outstanding, increases the proportionate number of shares beneficially owned by
such Person to 20% or more of the Common Stock of the Company then outstanding;
provided, however, that if a Person shall become the Beneficial Owner of 20% or
--------
more of the Common Stock of the Company then outstanding by reason of share
purchases by the Company and shall, after such share purchases by the Company,
become the Beneficial Owner of any additional Common Stock of the Company, then
such Person shall be deemed to be an Acquiring Person.

          (b)  "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.

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

               (i)  which such Person or any of such Person's Affiliates or
     Associates, directly or indirectly, has the right to acquire (whether such
     right is exercisable immediately or only after the passage of time)
     pursuant to any agreement, arrangement or understanding (whether or not in
     writing) or upon the exercise of conversion rights, exchange rights,
     rights, warrants or options, or otherwise; provided, however, that a Person
                                                --------
     shall not be deemed the "Beneficial Owner" of, or to "beneficially own,"
     (A) securities tendered pursuant to a tender or exchange offer made by such
     Person or any of such Person's Affiliates or Associates until such tendered
     securities are accepted for purchase or exchange, or (B) securities which a
     Person or any of such Person's Affiliates or Associates may be deemed to
     have the right to acquire pursuant to any merger or other acquisition
     agreement between the Company and such Person (or one or more of its
     Affiliates or Associates) if such agreement has been approved by the Board
     of Directors of the Company prior to there being an Acquiring Person, or
     (C) securities issuable upon exercise of Rights at any time prior to the
     occurrence of a Triggering Event, or (D) securities issuable upon exercise
     of Rights from and after the occurrence of a Triggering Event which Rights
     were acquired by such Person or any of such Person's Affiliates or
     Associates prior to the Distribution Date or pursuant to Section 3(a) or
     Section 22 hereof (the "Original Rights") or pursuant to Section 11(i)
     hereof in connection with an adjustment made with respect to any Original
     Rights;

               (ii) which such Person or any of such Person's Affiliates or
     Associates, directly or indirectly, has the right to vote or dispose of or
     "beneficial ownership" of (as determined pursuant to Rule 13d-3 of the
     General Rules and Regulations under the Exchange Act), 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 (ii) as
     a result of an agreement, arrangement or understanding to vote such
     security if such agreement, arrangement or understanding:  (A) arises
     solely from a revocable proxy given in response to a public proxy or
     consent solicitation made pursuant to, and in accordance with, the
     applicable provisions of

                                       2
<PAGE>

     the General Rules and Regulations under the Exchange Act, and (B) is not
     also then reportable by such Person on Schedule 13D under the Exchange Act
     (or any comparable or successor report); or

               (iii)  which are beneficially owned, directly or indirectly, by
     any other Person (or any Affiliate or Associate thereof) with which such
     Person (or any of such Person's Affiliates or Associates) has any
     agreement, arrangement or understanding (whether or not in writing), for
     the purpose of acquiring, holding, voting (except pursuant to a revocable
     proxy as described in the proviso to subparagraph (ii) of this paragraph
     (c)) or disposing of any voting securities of the Company; provided,
                                                                --------
     however, that nothing in this paragraph (c) shall cause a Person engaged in
     business as an underwriter of securities to be the "Beneficial Owner" of,
     or to "beneficially own," any securities acquired through such Person's
     participation in good faith in a firm commitment underwriting until the
     expiration of forty (40) days after the date of such acquisition; and
     provided further, however, that in no case shall an officer or director of
     --------
     the Company be deemed (x) the Beneficial Owner of any securities
     beneficially owned by another officer or director of the Company solely by
     reason of actions undertaken by such Persons in their capacity as officers
     or directors of the Company or (y) the Beneficial Owner of securities held
     of record by the trustee of any employee benefit plan of the Company or any
     Subsidiary of the Company for the benefit of any employee of the Company or
     any Subsidiary of the Company, other than the officer or director, by
     reason of any influence that such officer or director may have over the
     voting of the securities held in the plan.

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

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

          (f) "Common Stock" shall mean the Common Stock, par value $.20 per
share, of the Company, except that "Common Stock" when used with reference to
any Person other than the Company shall mean the capital stock of such Person
with the greatest voting power, or the equity securities or other equity
interest having power to control or direct the management, of such Person.

          (g) "Director" shall mean any member of the Board of Directors of the
Company, while such Person is a member of the Board.

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

          (i) "Expiration Date" shall mean the earliest of (i) the Close of
Business on the Final Expiration Date, (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof, (iii) the time at which the Board of
Directors orders the exchange of the Rights as provided in Section 24 hereof, or
(iv) the consummation of a transaction contemplated by Section 13(d) hereof.

          (j) "Final Expiration Date" shall mean December 21, 2010.

                                       3
<PAGE>

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

          (l) "Permitted Offer" shall mean a tender offer or exchange offer for
all outstanding shares of Common Stock made in the manner prescribed by Section
14(d) of the Exchange Act and the rules and regulations promulgated thereunder;
provided, however, that it shall not be a Permitted Offer unless a majority of
--------
the Directors then in office determines that the offer is both adequate and
otherwise in the best interests of the Company and its stockholders (taking into
account all factors that such Directors deem relevant, including, without
limitation, prices that could reasonably be achieved if the Company or its
assets were sold on an orderly basis designed to realize maximum value).  The
term "Permitted Offer" also includes a  tender offer or an exchange offer
commenced on or after September 30, 2000 by a bidder for all outstanding shares
of Common Stock (i) that remains open for at least 50 business days; (ii)
pursuant to which the bidder together with its Affiliates and Associates becomes
the beneficial owner of 75% of the outstanding shares of Common Stock
immediately upon completion of such offer; (iii) if and to the extent the
consideration offered is cash, states that the bidder has obtained written
financing commitments from recognized financing sources, and/or has on hand cash
or cash equivalents, for the full amount of all financing necessary to
consummate such tender offer and pay all related fees and expenses; (iv) if all
or part of the consideration offered is securities, offers a security that is to
be issued by an entity that has a consolidated net worth at least equal to that
of the Company and its consolidated subsidiaries as of September 30, 2000; and
(v) states that as promptly as practicable following the completion of such
offer, the bidder will propose and seek to consummate a merger of the Company
with the bidder (or a subsidiary thereof) in which each share of Common Stock
not then owned by the bidder will be converted into the same form and amount of
consideration per share as that paid in such offer.  In order to satisfy the
requirements of clause (i) of this definition, if the nature or amount of the
consideration offered in such offer is changed after the offer is commenced, the
offer must remain open for at least 50 business days from the date of such
change; provided that the requirement of this sentence shall not apply (a) if
the consideration is increased after the offer is commenced to an amount that
equals or exceeds in value the consideration offered in any other tender offer
or exchange offer for shares of Common Stock that is open at the time such
increase is made and (b) such consideration is not thereafter reduced.

          (m) "Preferred Stock" shall mean shares of Series A Junior
Participating Preferred Stock,  par value $1.00 per share, of the Company.

          (n) "Section 11(a)(ii) Event" shall mean any event described in
Section 11(a)(ii) (A), (B) or (C) hereof.

          (o) "Section 13 Event" shall mean any event described in clauses (x),
(y) or (z) of Section 13(a) hereof.

          (p) "Stock 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) under the Exchange Act) by
the Company or an Acquiring Person that an Acquiring Person has become such.

          (q) "Subsidiary" shall mean, with reference to any Person, any
corporation of which an amount of voting securities sufficient to elect at least
a majority of the directors of such

                                       4
<PAGE>

corporation is beneficially owned, directly or indirectly, by such Person, or
otherwise controlled by such Person.

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

          (s)    A "Fractional Share" shall mean one one-thousandth of one share
of Series A Preferred Stock.

     Section 2.  Appointment of Rights Agent.  The Company hereby appoints the
Rights Agent to act as agent for the Company in accordance with the terms and
conditions hereof, 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
in no event shall be liable for, the acts or omissions of any such co-Rights
Agent.

     Section 3.  Issue of Rights Certificates.

          (a)    Until the earlier of (i) the close of business on the twentieth
day (or such later date as may be determined by action of a majority of
Directors) after the Stock Acquisition Date (or, if the twentieth day after the
Stock Acquisition Date occurs before the Record Date, the close of business on
the Record Date), or (ii) the close of business on the twentieth day (or such
later date as may be determined by action of a majority of Directors then in
office) after the date that a tender or exchange offer 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 Person or entity organized,
appointed or established by the Company for or pursuant to the terms of any such
plan) is first published or sent or given within the meaning of Rule 14d-2(a) of
the General Rules and Regulations under the Exchange Act, if upon consummation
thereof, such Person would be the Beneficial Owner of 30% or more of the shares
of Common Stock then outstanding (the earlier of (i) and (ii) being herein
referred to as the "Distribution Date"), (x) the Rights will be evidenced
(subject to the provisions of paragraph (b) of this Section 3) by the
certificates for the Common Stock registered in the names of the holders of the
Common Stock (which certificates for Common Stock shall be deemed also to be
certificates for Rights) and not by separate certificates, and (y) the Rights
will be transferable only in connection with the transfer of the underlying
shares of Common Stock (including a transfer to the Company).  As soon as
practicable after the Distribution Date, the Company shall promptly notify in
writing the Rights Agent thereof and provide the Rights Agent with the names and
addresses of all record holders of Common Shares (together with all other
necessary information), and the Rights Agent will send by first-class, insured,
postage prepaid mail, to each record holder of the Common Stock as of the close
of business on the Distribution Date, at the address of such holder shown on the
records of the Company, one or more rights certificates, in substantially the
form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for
each share of Common Stock so held, subject to adjustment as provided herein.
In the event that an adjustment in the number of Rights per share of Common
Stock has been made pursuant to Section 11(p) hereof, at the time of
distribution of the Rights Certificates, the Company shall make the necessary
and appropriate rounding adjustments (in accordance with Section 14(a) hereof)
so that Rights Certificates representing only whole numbers of Rights are
distributed and cash is paid in lieu of any fractional Rights.  As of and after
the Distribution Date, the Rights will be evidenced solely by such Rights
Certificates and may be transferred by the transfer of the Rights Certificates
as permitted hereby, separately and apart from any transfer of one or more
Common Stock, and the holders of

                                       5
<PAGE>

such Rights Certificates as listed in the records of the Company or any transfer
agent or registrar for the Rights shall be the record holders thereof.

          (b) As promptly as practicable following the Record Date, the Company
will send a copy of a Summary of Terms of Shareholder Rights Plan, in
substantially the form attached hereto as Exhibit C (the "Summary of Rights"),
by first-class, postage prepaid mail, to each record holder of the Common Stock
as of the close of business on the Record Date, at the address of such holder
shown on the records of the Company.  With respect to certificates for the
Common Stock outstanding as of the Record Date, until the Distribution Date, the
Rights will be evidenced by such certificates for the Common Stock and the
registered holders of the Common Stock shall also be the registered holders of
the associated Rights.  Until the earlier of the Distribution Date or the
Expiration Date, the transfer of any certificates representing shares of Common
Stock in respect of which Rights have been issued shall also constitute the
transfer of the Rights associated with such shares of Common Stock.

          (c) Unless the Board of Directors by resolution adopted at or before
the time of the issuance (including pursuant to the exercise of rights under the
Company's benefit plans) of any Common Stock specifies to the contrary, Rights
shall be issued in respect of all shares of Common Stock which are issued after
the Record Date but prior to the earlier of the Distribution Date or the
Expiration Date.  Certificates representing such shares of Common Stock shall
also be deemed to be certificates for Rights, and shall bear the following
legend:

          This certificate also evidences and entitles the holder
     hereof to certain Rights as set forth in the Rights Agreement
     between Microsemi Corporation, a Delaware corporation (the
     "Company") and Mellon Investor Services, LLC (the "Rights
     Agent"), dated as of December 22, 2000 (the "Rights Agreement"),
     the terms of which are hereby incorporated herein by reference
     and a copy of which is on file at the principal 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, as in effect on the date of mailing, without charge
     promptly after receipt of a written request therefor. Under
     certain circumstances set forth in the Rights Agreement, Rights
     issued to, or held by, any Person who is, was or becomes an
     Acquiring Person or any Affiliate or Associates thereof (as such
     terms are defined in the Rights Agreement), whether currently
     held by or on behalf of such Person or by any subsequent holder,
     may become null and void.

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

     Section 4.  Form of Rights Certificates.

          (a)    The Rights Certificates (and the forms of election to purchase
and of assignment to be printed on the reverse thereof) shall each be
substantially in the form set forth in

                                       6
<PAGE>

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, provided that such marks, legends, summaries and endorsements do
not affect the rights, duties or responsibilities of the Rights Agent and as are
not inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the Rights
may from time to time be listed, or to conform to usage. Subject to the
provisions of Section 11 and Section 22 hereof, the Rights Certificates,
whenever distributed, shall be dated as of the Record Date and on their face
shall entitle the holders thereof to purchase such number of one-thousandths of
a share of Preferred Stock as shall be set forth therein at the price set forth
therein (such exercise price per one Fractional Share Unit, the "Purchase
Price"), but the amount and type of securities purchasable upon the exercise of
each Right and the Purchase Price thereof shall be subject to adjustment as
provided herein.

          (b) Any Rights Certificate issued pursuant to Section 3(a) or Section
22 hereof that represents Rights beneficially owned by:  (i) an Acquiring Person
or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee after the Acquiring Person becomes such, or (iii) 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 of the Company has
determined is part of an agreement, arrangement or understanding which has as a
primary purpose or effect avoidance of Section 7(e) hereof, and any Rights
Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer,
exchange, replacement or adjustment of any other Rights Certificate referred to
in this sentence, shall contain (to the extent the Rights Agent has notice
thereof and to the extent feasible) the following legend:

     The Rights represented by this Rights 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 Rights Certificate and the Rights
     represented hereby may become null and void in the circumstances specified
     in Section 7(e) of such Agreement.

     Section 5.  Countersignature and Registration.

          (a)    The Rights Certificates shall be executed on behalf of the
Company by its Chairman of the Board, its President or any Vice President,
either manually or by facsimile signature, and shall have affixed thereto the
Company's seal or a facsimile thereof which shall be attested by the Secretary
or an Assistant Secretary of the Company, either manually or by facsimile
signature. The Rights Certificates shall be manually countersigned by the Rights
Agent and shall not be valid for any purpose unless so countersigned. In case
any officer of the Company who shall have signed any of the Rights Certificates
shall cease to be such officer of the Company before countersignature by the
Rights Agent and issuance and delivery by the Company, such Rights Certificates,
nevertheless, may be countersigned by the Rights Agent and issued and delivered
by the Company with the same force and effect as though the Person who signed
such Rights Certificates had not ceased to be such officer of the Company; and
any Rights Certificates may be signed on behalf of the

                                       7
<PAGE>

Company by any Person who, at the actual date of the execution of such Rights
Certificate, shall be a proper officer of the Company to sign such Rights
Certificate, although at the date of the execution of this Rights Agreement any
such Person was not such an officer.

          (b)    Following the Distribution Date and receipt by the Rights Agent
of notice and all relevant information referred to in Section 3(a), the Rights
Agent will keep or cause to be kept, at its office or offices designated as the
appropriate place for surrender of Rights Certificates upon exercise or
transfer, books for registration and transfer of the Rights Certificates issued
hereunder. Such books shall show the names and addresses of the respective
holders of the Rights Certificates, the number of Rights evidenced on its face
by each of the Rights Certificates, the Rights Certificate number and the date
of each of the Rights Certificates.

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

          (a)    Subject to the provisions of Section 4(b), Section 7(e),
Section 14 and Section 24 hereof, at any time after the close of business on the
Distribution Date, and at or prior to the close of business on the Expiration
Date, any Rights Certificate or Certificates may be transferred, split up,
combined or exchanged for another Rights Certificate or Certificates, entitling
the registered holder to purchase a like number of one-thousandths of a share of
Preferred Stock (or following a Triggering Event, Common Stock, other
securities, cash or other assets, as the case may be) as the Rights Certificate
or Certificates surrendered then entitled such holder (or former holder in the
case of a transfer) to purchase. Any registered holder desiring to transfer,
split up, combine or exchange any Rights Certificate or Certificates shall make
such request in writing delivered to the Rights Agent, and shall surrender the
Rights Certificate or Certificates to be transferred, split up, combined or
exchanged at the office or offices of the Rights Agent designated for such
purpose. Neither the Rights Agent nor the Company shall be obligated to take
any action whatsoever with respect to the transfer of any such surrendered
Rights Certificate until the registered holder shall have properly completed and
signed the certificate contained in the form of assignment on the reverse side
of such Rights Certificate and shall have provided such additional evidence of
the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates
or Associates thereof as the Company  or the Rights Agent shall reasonably
request.  Thereupon the Rights Agent shall, subject to Section 4(b), Section
7(e), Section 14 and Section 24 hereof, countersign and deliver to the Person
entitled thereto a Rights Certificate or Rights Certificates, as the case may
be, as so requested.  The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Rights Certificates.  The Rights
Agent shall have no duty or obligation under this Section 6 or any other similar
provision of this Agreement unless and until it is satisfied that all such taxes
and/or governmental charges have been paid in full.

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

                                       8
<PAGE>

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

          (a)    Subject to Section 7(e) hereof, the registered holder of any
Rights Certificate may exercise the Rights evidenced thereby (except as
otherwise provided herein including, without limitation, the restrictions on
exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a)
hereof) in whole or in part at any time after the Distribution Date upon
surrender of the Rights Certificate, with the form of election to purchase and
the certificate on the reverse side thereof duly executed, to the Rights Agent
at the office or offices of the Rights Agent designated for such purpose,
together with payment of the aggregate Purchase Price with respect to the total
number of one-thousandths of a share (or other securities or property, as the
case may be) as to which such surrendered Rights are then exercisable, at or
prior to the Expiration Date.

          (b)    The Purchase Price for each one Fractional Share Unit of
Preferred Stock pursuant to the exercise of a Right shall initially be $400.00,
and shall be subject to adjustment from time to time as provided in Section 11
hereof and shall be payable in accordance with paragraph (c) below.

          (c)    Upon receipt of a Rights Certificate representing exercisable
Rights, with the form of election to purchase and the certificate duly executed,
accompanied by payment, with respect to each Right so exercised, of the Purchase
Price per one Fractional Share Unit of Preferred Stock (or other shares,
securities or property, as the case may be) to be purchased as set forth below
and an amount equal to any applicable tax or governmental charge, the Rights
Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (A)
requisition from any transfer agent of the shares of Preferred Stock (or make
available, if the Rights Agent is the transfer agent for such shares)
certificates for the total number of one-thousandths of a share of Preferred
Stock to be purchased and the Company hereby irrevocably authorizes its transfer
agent to comply with all such requests, or (B) if the Company shall have elected
to deposit the total number of shares of Preferred Stock issuable upon exercise
of the Rights hereunder with a depositary agent, requisition from the depositary
agent depositary receipts representing such number of one-thousandths of a share
of Preferred Stock as are to be purchased (in which case certificates for the
shares of Preferred Stock represented by such receipts shall be deposited by the
transfer agent with the depositary agent) and the Company will direct the
depositary agent to comply with such request, (ii) requisition from the Company
the amount of cash, if any, to be paid in lieu of fractional shares in
accordance with Section 11 hereof, (iii) after receipt of such certificates or
depositary receipts, cause the same to be delivered to or upon the order of the
registered holder of such Rights Certificate, registered in such name or names
as may be designated by such holder, and (iv) after receipt thereof, deliver
such cash, if any, to or upon the order of the registered holder of such Rights
Certificate.  The payment of the Purchase Price (as such amount may be reduced
pursuant to Section 11(a)(iii) hereof) may be made (x) in cash or by certified
bank check or money order payable to the order of the Company, or (y) by
delivery of a certificate or certificates (with appropriate stock powers
executed in blank attached thereto) evidencing a number of shares of Common
Stock equal to the then Purchase Price divided by the closing market price (as
determined pursuant to Section 11(d) hereof) per share of Common Stock on the
Trading Date immediately preceding the date of such exercise.  In the event that
the Company is obligated to issue other securities (including Common Stock) of
the Company, pay cash and/or distribute other property pursuant to Section 11(a)
hereof, the Company will make all arrangements necessary so that such other
securities, cash and/or other property are available for distribution by the
Rights Agent, if and when necessary to comply with this Agreement.

                                       9
<PAGE>

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

          (e)   Notwithstanding anything in this Agreement to the contrary, from
and after the first occurrence of a Triggering Event, any Rights beneficially
owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring
Person, (ii) a transferee of an Acquiring Person (or of any such Associate or
Affiliate) who becomes a transferee after the Acquiring Person becomes such (a
"Post Transferee"), or (iii) 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 had any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which the Board of Directors
of the Company has determined is part of an arrangement, arrangement or
understanding which has as a primary purpose or effect the avoidance of this
Section 7(e) (a "Prior Transferee"), or (iv) any subsequent transferee receiving
transferred Rights from a Post Transferee or a Prior Transferee, either directly
or through one or more intermediate transferees, shall become null and void
without any further action and no holder of such Rights shall have any rights
whatsoever with respect to such Rights, whether under any provision of this
Agreement or otherwise.  The Company shall use all reasonable efforts to insure
that the provisions of this Section 7(e) and Section 4(b) hereof are complied
with, but neither the Company nor the Rights Agent shall have any liability to
any holder of Rights Certificates or other Person as a result of the Company's
failure to make any determinations with respect to an Acquiring Person or its
Affiliates, Associates or transferees hereunder.  Neither the Company nor the
Rights Agent shall have any liability to any holder of Rights or any other
Person as a result of the Company's failure to make any determination under this
Section 7 or any other section with respect to an Acquiring Person or an
Affiliate or Associate of an Acquiring Person or transferees hereunder.

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

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

                                       10
<PAGE>

cancelled Rights Certificates, and in such case shall deliver a certificate of
destruction thereof to the Company.

     Section 9.  Reservation and Availability of Capital Stock.

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

          (b)    So long as the shares of Preferred Stock (and following the
occurrence of a Triggering Event, Common Stock and/or other securities) 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 cause, from and
after such time as the Rights become exercisable, all shares reserved for such
issuance to be listed on such exchange upon official notice of issuance upon
such exercise.

          (c)    The Company shall use its best efforts to (i) file, as soon as
practicable following the earliest date after the first occurrence of a Section
11(a)(ii) Event on which the consideration to be delivered by the Company upon
exercise of the Rights has been determined in accordance with Section 11(a)(iii)
hereof, or as soon as is required by law following the Distribution Date, as the
case may be, a registration statement under the Securities Act of 1933 (the
"Act"), with respect to the securities purchasable upon exercise of the Rights
on an appropriate form, (ii) cause such registration statement to become
effective as soon as practicable after such filing, and (iii) cause such
registration statement to remain effective (with a prospectus at all times
meeting the requirements of the Act) until the earlier of (A) the date as of
which the Rights are no longer exercisable for such securities, and (B) the date
of the expiration of the Rights.  The Company will also take such action as may
be appropriate under, or to ensure compliance with, the securities or "blue sky"
laws of the various states in connection with the exercisability of the Rights.
The Company may temporarily suspend, for a period of time not to exceed ninety
(90) days after the date set forth in clause (i) of the first sentence of this
Section 9(c), the exercisability of the Rights in order to prepare and file such
registration statement and permit it to become effective.  Upon any such
suspension, the Company shall 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 unless the requisite qualification
in such jurisdiction shall have been obtained and until a registration statement
(if required) has been declared effective.

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

                                       11
<PAGE>

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

     Section 10. Preferred Stock Record Date.  Each Person in whose name any
certificate for a number of one-thousandths of a share of Preferred Stock (or
Common Stock and/or other securities, as the case may be) is issued upon the
exercise of Rights shall for all purposes be deemed to have become the holder of
record of such fractional shares of Preferred Stock (or Common Stock and/or
other securities, as the case may be) represented thereby on, and such
certificate shall be dated, the date upon which the Rights Certificate
evidencing such Rights was duly surrendered and payment of the Purchase Price
(and all applicable taxes or charges) was made; provided, however, that if the
                                                --------
date of such surrender and payment is a date upon which the Preferred Stock (or
Common Stock and/or other securities, as the case may be) transfer books of the
Company are closed, such Person shall be deemed to have become the record holder
of such shares (fractional or otherwise) on, and such certificate shall be
dated, the next succeeding Business Day on which the Preferred Stock (or Common
Stock and/or other securities, as the case may be) transfer books of the Company
are open.  Prior to the exercise of the Rights evidenced thereby, the holder of
a Rights Certificate shall not be entitled to any rights of a stockholder of the
Company with respect to shares for which the Rights shall be exercisable,
including, without limitation, the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as provided herein.

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

          (a)    (i)  In the event the Company shall at any time after the date
of this Agreement (A) declare a dividend on the Preferred Stock payable in
shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C)
combine the outstanding Preferred Stock into a smaller number of shares, or (D)
issue any shares of its capital stock in a reclassification of the Preferred
Stock (including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving corporation), except
as otherwise provided in this Section 11(a) and Section 7 hereof, the Purchase
Price in effect at the time of the record date for such dividend or of the
effective date of such subdivision, combination or reclassification, and the
number and kind of shares of Preferred Stock or capital stock, as the case may
be, issuable on such date, shall be proportionately adjusted so that the holder
of any Right exercised after such time shall be entitled to receive, upon
payment of the Purchase Price then in effect, the aggregate number and kind of
shares of Preferred Stock or capital stock, as the case may be, which, if such
Right had been

                                       12
<PAGE>

exercised immediately prior to such date and at a time when the Preferred Stock
transfer books of the Company were open, he would have owned upon such exercise
and been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification. If an event occurs which would require an
adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the
adjustment provided for in this Section 11(a)(i) shall be in addition to, and
shall be made prior to, any adjustment required pursuant to Section 11(a)(ii)
hereof.

               (ii)  In the event:

                     (A) any Acquiring Person or any Associate or Affiliate of
     any Acquiring Person, at any time after the date of this Agreement,
     directly or indirectly, (1) shall merge into the Company or otherwise
     combine with the Company and the Company shall be the continuing or
     surviving corporation of such merger or combination and the Common Stock of
     the Company shall remain outstanding and unchanged, (2) shall, in one
     transaction or a series of transactions, transfer any assets to the Company
     or to any of its Subsidiaries in exchange (in whole or in part) for shares
     of Common Stock, for shares of other equity securities of the Company, or
     for securities exercisable for or convertible into shares of equity
     securities of the Company (Common Stock or otherwise) or otherwise obtain
     from the Company, with or without consideration, any additional shares of
     such equity securities or securities exercisable for or convertible into
     shares of such equity securities (other than pursuant to a pro rata
     distribution to all holders of Common Stock), (3) shall sell, purchase,
     lease, exchange, mortgage, pledge, transfer or otherwise acquire or dispose
     of, in the transaction or a series of transactions, to, from or with (as
     the case may be) the Company or any of its Subsidiaries, assets on terms
     and conditions less favorable to Company than the Company would be able to
     obtain in arm's length negotiation with an unaffiliated third party, other
     than pursuant to a transaction set forth in Section 13(a) hereof, (4) shall
     sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise
     acquire or dispose of in one transaction or a series of transactions, to,
     from or with (as the case may be) the Company or any of the Company's
     Subsidiaries (other than incidental to the lines of business, if any,
     engaged in as of the date hereof between the Company and such Acquiring
     Person or Associate or Affiliate) assets having an aggregate fair market
     value of more than $5,000,000, other than pursuant to a transaction set
     forth in Section 13(a) hereof, (5) shall receive any compensation from the
     Company or any of the Company's Subsidiaries other than compensation for
     full time employment as a regular employee at rates in accordance with the
     Company's (or its Subsidiaries') past practices, or (6) shall receive the
     benefit, directly or indirectly (except proportionately as a stockholder
     and except if resulting from a requirement of law or governmental
     regulation), of any loans, advances, guarantees, pledges or other financial
     assistance or any tax credits or other tax advantage provided by the
     Company or any of its Subsidiaries, or

                     (B) any Person shall become an Acquiring Person, other than
     pursuant to any transaction set forth in Section 13(a) hereof, or

                     (C) during such time as there is an Acquiring Person, there
     shall be any reclassification of securities (including any reverse stock
     split), or recapitalization of the Company, or any merger or consolidation
     of the Company with any of its Subsidiaries or any other transaction or
     series of transactions involving the Company or any of its Subsidiaries,
     other than a transaction or transactions to which the provisions of Section
     13(a) apply (whether or not with or into or otherwise involving an
     Acquiring Person) which has the

                                       13
<PAGE>

     effect, directly or indirectly, of increasing by more than 1% the
     proportionate share of the outstanding shares of any class of equity
     securities of the Company or any of its Subsidiaries which is directly or
     indirectly beneficially owned by any Acquiring Person or any Associate or
     Affiliate of any Acquiring Person,

then, promptly following twenty (20) days after the date of the occurrence of an
event described in Section 11(a)(ii)(B) hereof and promptly following the
occurrence of any event described in Section 11(a)(ii)(A) or (C) hereof, proper
provision shall be made so that each holder of a Right (except as provided below
and in Section 7(e) hereof) shall thereafter have the right to receive, upon
exercise thereof at the then current Purchase Price in accordance with the terms
of this Agreement, in lieu of shares of Preferred Stock, such number of shares
of Common Stock of the Company as shall equal the result obtained by (x)
multiplying the then current Purchase Price by the then number of one-
thousandths of a share of Preferred Stock for which a Right was exercisable
immediately prior to the first occurrence of a Section 11(a)(ii) Event, and
dividing that product (which, following such first occurrence, shall thereafter
be referred to as the "Purchase Price" for each Right and for all purposes of
this Agreement) by (y) 50% of the current market price (determined pursuant to
Section 11(d) hereof) per share of Common Stock on the date of such first
occurrence (such number of shares, the "Adjustment Shares").

               (iii)  In the event that the number of shares of Common Stock
which are authorized by the Company's charter but not outstanding or reserved
for issuance for purposes other than upon exercise of the Rights are not
sufficient to permit the exercise in full of the Rights in accordance with the
foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A)
determine the excess of (1) the value of the Adjustment Shares issuable upon the
exercise of a Right (the "Current Value") over (2) the Purchase Price (such
excess, the "Spread"), and (B) with respect to each Right, make adequate
provision to substitute for the Adjustment Shares, upon payment of the
applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3)
Common Stock 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
Stock (such shares of preferred stock, "common stock equivalents")), (4) debt
securities of the Company, (5) other assets, or (6) any combination of the
foregoing, having an aggregate value equal to the Current Value, where such
aggregate value has been determined by the Board of Directors of the Company
based upon the advice of a nationally recognized investment banking firm
selected by the Board of Directors of the Company; provided, however, if the
                                                   --------
Company shall not have made adequate provision to deliver value pursuant
to clause (B) above within twenty (20) days following the later of (x) first
occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company's
right of redemption pursuant to Section 23(a) expires (the later of (x) and (y)
being referred to herein as the "Section 11(a)(ii) Trigger Date"), then the
Company shall be obligated to deliver, upon the surrender for exercise of a
Right and without requiring payment of the Purchase Price, shares of Common
Stock (to the extent available) and then, if necessary, cash, which in the
aggregate are equal to the Spread. If the Board of Directors of the Company
shall determine in good faith that it is likely that sufficient additional
shares of Common Stock could be authorized for issuance upon exercise in full of
the Rights, the twenty (20) day period set forth above may be extended to the
extent necessary, but not more than ninety (90) days following the first
occurrence of a Section 11(a)(ii) Trigger Date, in order that the Company may
seek shareholder approval for the authorization of such additional shares (such
period, as it may be extended, the "Substitution Period"). To the extent that
the Company determines that some action need be taken pursuant to the first
and/or second sentences of this Section 11(a)(iii), the Company (x) shall
provide, subject to Section 7(e) hereof, that such action shall apply uniformly
to all outstanding Rights, and (y) may

                                       14
<PAGE>

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 11(a)(iii), the value of the Common Stock shall be
the current market price (as determined pursuant to Section 11(d) hereof) per
share of the Common Stock on the date of the first occurrence of a Section
11(a)(ii) Trigger Date and the value of any "common stock equivalent" shall be
deemed to have the same value as the Common Stock on such date.

              (iv) The right to buy Common Stock of the Company pursuant to
Section 11(a)(ii) hereof shall not arise as a result of any Person becoming an
Acquiring Person through an acquisition of Common Stock pursuant to a Permitted
Offer.

          (b) In case the Company shall fix a record date for the issuance of
rights, options or warrants to all holders of Preferred Stock entitling them to
subscribe for or purchase Preferred Stock (or shares having the same rights,
privileges and preferences as the shares of Preferred Stock ("equivalent
preferred stock")) or securities convertible into Preferred Stock or equivalent
preferred stock at a price per share of Preferred Stock or per share of
equivalent preferred stock (or having a conversion price per share, if a
security convertible into Preferred Stock or equivalent preferred stock) less
than the current market price (as determined pursuant to Section 11(d) hereof)
per share of Preferred Stock on such record date, the Purchase Price to be in
effect after such record date shall be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a fraction, the
numerator of which shall be the number of shares of Preferred Stock outstanding
on such record date, plus the number of shares of Preferred Stock which the
aggregate offering price of the total number of shares of Preferred Stock and/or
equivalent preferred stock so to be offered (and/or the aggregate initial
conversion price of the convertible securities so to be offered) would purchase
at such current market price, and the denominator of which shall be the number
of shares of Preferred Stock outstanding on such record date, plus the number of
additional shares of Preferred Stock and/or equivalent preferred stock to be
offered for subscription or purchase (or into which the convertible securities
so to be offered are initially convertible).  In case such subscription price
may be paid by delivery of consideration part or all of which may be in a form
other than cash, the value of such consideration shall be as determined in good
faith by the Board of Directors of the Company, whose determination shall be
described in a reasonably detailed statement filed with the Rights Agent and
shall be binding on the Rights Agent and the holders of the Rights.  Shares of
Preferred Stock owned by or held for the account of the Company shall not be
deemed outstanding for the purpose of any such computation.  Such adjustment
shall be made successively whenever such a record date is fixed, and in the
event that such rights or warrants are not so issued, the Purchase Price shall
be adjusted to be the Purchase Price which would then be in effect if such
record date had not been fixed.

          (c) In case the Company shall fix a record date for a distribution to
all holders of Preferred Stock (including any such distribution made in
connection with a consolidation or merger in which the Company is the continuing
corporation) of evidences of indebtedness, cash (other than a regular quarterly
cash dividend out of the earnings or retained earnings of the Company), assets
(other than a dividend payable in Preferred Stock, but including any dividend
payable in stock other than Preferred Stock) or subscription rights or warrants
(excluding those referred to in Section 11(b)

                                       15
<PAGE>

hereof), the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the current market
price (as determined pursuant to Section 11(d) hereof) per share of Preferred
Stock on such record date, less the fair market value (as determined in good
faith by the Board of Directors of the Company, whose determination shall be
described in a reasonably detailed statement filed with the Rights Agent) of the
portion of the cash, assets or evidences of indebtedness so to be distributed or
of such subscription rights or warrants applicable to a share of Preferred Stock
and the denominator of which shall be such current market price (as determined
pursuant to Section 11(d) hereof) per share of Preferred Stock. Such adjustments
shall be made successively whenever such a record date is fixed, and in the
event that such distribution is not so made, the Purchase Price shall be
adjusted to be the Purchase Price which would have been in effect if such record
date had not been fixed.

          (d)  (i)  For the purpose of any computation hereunder, other than
computations made pursuant to Section 11(a)(iii) hereof, the "current market
price" per share of Common Stock on any date shall be deemed to be the average
of the daily closing prices per share of such Common Stock for the thirty (30)
consecutive Trading Days (as such term is hereinafter defined) immediately prior
to, but not including, such date, and for purposes of computations made pursuant
to Section 11(a)(iii) hereof, the "current market price" per share of Common
Stock on any date shall be deemed to be the average of the daily closing prices
per share of such Common Stock for the ten (10) consecutive Trading Days
immediately following, but not including, such date; provided, however, that in
                                                     --------
the event that the current market price per share of the Common Stock is
determined during a period following the announcement by the issuer of such
Common Stock of (A) a dividend or distribution on such Common Stock payable in
shares of such Common Stock or securities convertible into shares of such Common
Stock (other than the Rights), or (B) any subdivision, combination or
reclassification of such Common Stock, and prior to, but not including, the
expiration of the requisite thirty (30) Trading Day or ten (10) Trading Day
period, as set forth above, after the dividend date for such dividend or
distribution, or the record date for such subdivision, combination or
reclassification, then, and in each such case, the "current market price" shall
be properly adjusted to take into account ex-dividend trading.  The closing
price for each day shall be the last sale price, regular way, or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the shares of Common Stock are not
listed or admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the shares of
Common Stock are listed or admitted to trading or, if the shares of Common Stock
are not listed or admitted to trading on any national securities exchange, the
last quoted price or, if not so quoted, the average of the high bid and low
asked prices in the over-the-counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or
such other system then in use, or, if on any such date the shares of Common
Stock are not quoted by any such organization, the average of the closing bid
and asked prices as furnished by a professional market maker making a market in
the Common Stock selected by the Board of Directors of the Company.  If on any
such date no market maker is making a market in the Common Stock, the fair value
of such shares on such date as determined in good faith by the Board of
Directors of the Company shall be used.  The term "Trading Day" shall mean a day
on which the principal national securities exchange on which the shares of
Common Stock are listed or admitted to trading is open for the transaction of
business or, if the shares of Common Stock are not listed or admitted to trading
on any national securities exchange, a Business Day.  If the Common Stock is not

                                       16
<PAGE>

publicly held or not so listed or traded, "current market price" per share shall
mean the fair value per share as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a reasonably
detailed statement filed with the Rights Agent and shall be conclusive for all
purposes.

               (ii)  For the purpose of any computation hereunder, the "current
market price" per share of Preferred Stock shall be determined in the same
manner as set forth above for the Common Stock in clause (i) of this Section
11(d) (other than the last sentence thereof). If the current market price per
share of Preferred Stock cannot be determined in the manner provided above or if
the Preferred Stock is not publicly held or listed or traded in a manner
described in clause (i) of this Section 11(d), the "current market price" per
share of Preferred Stock shall be conclusively deemed to be an amount equal to
1000 (as such number may be appropriately adjusted for such events as stock
splits, stock dividends and recapitalizations with respect to the Common Stock
occurring after the date of this Agreement) multiplied by the current market
price per share of the Common Stock. If neither the Common Stock nor the
Preferred Stock is publicly held or so listed or traded, "current market price"
per share of the Preferred Stock shall mean the fair value per share as
determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a reasonably detailed statement filed with
the Rights Agent and shall be conclusive for all purposes. For all purposes of
this Agreement, the "current market price" of one Fractional Share Unit of
Preferred Stock shall be equal to the "current market price" of one share of
Preferred Stock divided by 100.

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

          (f)  If as a result of an adjustment made pursuant to Section
11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter exercised
shall become entitled to receive any shares of capital stock other than
Preferred Stock, thereafter the number of such other shares so receivable upon
exercise of any Right and the Purchase Price thereof shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Preferred Stock contained in
Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and the
provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred
Stock shall apply on like terms to any such other shares.

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

          (h)  Unless the Company shall have exercised its election as provided
in Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Sections

                                       17
<PAGE>

11(b) and (c), each Right outstanding immediately prior to the making of such
adjustment shall thereafter evidence the right to purchase, at the adjusted
Purchase Price, that number of one-thousandths of a share of Preferred Stock
(calculated to the nearest one-millionth) obtained by (i) multiplying (x) the
number of one-thousandths of a share covered by a Right immediately price to
this adjustment, by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price, and (ii) dividing the product so obtained by
the Purchase Price in effect immediately after such adjustment of the Purchase
Price.

          (i) The Company may elect on or after the date of any adjustment of
the Purchase Price to adjust the number of Rights, in lieu of any adjustment in
the number of one-thousandths of a share of Preferred Stock purchasable upon the
exercise of a Right.  Each of the Rights outstanding after the adjustment in the
number of Rights shall be exercisable for the number of one-thousandths of a
share of Preferred Stock for which a Right was exercisable immediately prior to
such adjustment.  Each Right held of record prior to such adjustment of the
number of Rights shall become that number of Rights (calculated to the nearest
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
promptly notify the Rights Agent in writing of such election and 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 date may be the date on which the Purchase
Price is adjusted or any day thereafter, but, if the Rights Certificates have
been issued, shall be at least ten (10) days later than the date of the public
announcement.  If Rights Certificates have been issued, upon each adjustment of
the number of Rights pursuant to this Section 11(i), the Company shall, as
promptly as practicable, cause to be distributed to holders of record of Rights
Certificates on such record date Rights Certificates evidencing, subject to
Section 14 hereof, the additional Rights to which such holders shall be entitled
as a result of such adjustment, or, at the option of the Company, shall cause to
be distributed to such holders of record in substitution and replacement for the
Rights Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if required by the Company, new Rights Certificates
evidencing all the Rights to which such holders shall be entitled after such
adjustment.  Rights Certificates so to be distributed shall be issued, executed
and countersigned in the manner provided for herein (and may bear, at the option
of the Company, the adjusted Purchase Price) and shall be registered in the
names of the holders of record of Rights 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-thousandths of a share of Preferred Stock issuable upon the
exercise of the Rights, the Rights Certificates theretofore and thereafter
issued may continue to express the Purchase Price per one Fractional Share Unit
and the number of one-thousandths of a share which were expressed in the initial
Rights Certificates issued hereunder.

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

          (l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to

                                       18
<PAGE>

defer (with prompt written notice thereof to the Rights Agent) until the
occurrence of such event the issuance to the holder of any Right exercised after
such record date the number of one-thousandths of a share of Preferred Stock and
other capital stock or securities of the Company, if any, issuable upon such
exercise over and above the number of one-thousandths of a share of Preferred
Stock and other capital stock or securities of the Company, if any, issuable
upon such exercise on the basis of the Purchase Price in effect prior to such
adjustment; provided, however, that the Company shall deliver to such holder a
            --------
due bill or other appropriate instrument evidencing such holder's right to
receive such additional shares (fractional or otherwise) or securities upon the
occurrence of the event requiring such adjustment.

          (m) Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that in their good faith judgment the Board of Directors of the
Company shall determine to be advisable in order that any (i) consolidation or
subdivision of the Preferred Stock, (ii) issuance wholly for cash of any shares
of Preferred Stock at less than the current market price, (iii) issuance wholly
for cash of shares of Preferred Stock or securities which by their terms are
convertible into or exchangeable for shares of Preferred Stock, (iv) stock
dividend or (v) issuance of rights, options or warrants referred to in this
Section 11, hereafter made by the Company to holders of its Preferred Stock
shall not be taxable to such stockholders.

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

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

          (p) Anything in this Agreement to the contrary notwithstanding, in the
event that the Company shall at any time after the Rights Dividend Declaration
Date and prior to the Distribution Date (i) declare a dividend on the
outstanding shares of Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, the number of Rights associated with each
share of Common Stock then outstanding, or issued or delivered thereafter but
prior to the

                                       19
<PAGE>

Distribution Date, shall be proportionately adjusted so that the number of
Rights thereafter associated with each share of Common Stock following any such
event shall equal the result obtained by multiplying the number of Rights
associated with each share of Common Stock immediately price to such event by a
fraction the numerator which shall be the total number of shares of Common Stock
outstanding immediately prior to the occurrence of the event and the denominator
of which shall be the total number of shares of Common Stock outstanding
immediately following the occurrence of such event.

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

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

              (a) In the event that, following the Stock Acquisition Date,
directly or indirectly, (x) the Company shall consolidate with, or merge with
and into, any other Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof), and the Company shall not
be the continuing or surviving corporation of such consolidation or merger, (y)
any Person (other than a Subsidiary of the Company in a transaction which
complies with Section 11(o) hereof) shall consolidate with, or merge with or
into, the Company, and the Company shall be the continuing or surviving
corporation of such consolidation or merger and, in connection with such
consolidation or merger, all or part of the outstanding shares of Common Stock
shall be changed into or exchanged for stock or other securities of any other
Person or cash or any other property, or (z) the Company shall sell or otherwise
transfer (or one or more of its Subsidiaries shall sell or otherwise transfer),
in one transaction or a series of related transactions, assets or earning power
aggregating more than 50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any Person or Persons (other than the Company
or any Subsidiary of the Company in one or more transactions each of which
complies with Section 11(o) hereof), then, and in each such case, proper
provision shall be made so that: (i) each holder of a Right, except as provided
in Section 7(e) hereof, shall thereafter have the right to receive, upon the
exercise thereof at the then current Purchase Price in accordance with the terms
of this Agreement, such number of validly authorized and issued, fully paid,
non-assessable and freely tradeable shares of Common Stock of the Principal
Party (as such term is hereinafter defined), not subject to any liens,
encumbrances, rights of first refusal or other adverse claims, as shall be equal
to the result obtained by (1) multiplying the then current Purchase Price by the
number of one-thousandths of a share of Preferred Stock for which a Right is
exercisable immediately prior to the first occurrence of a Section 13 Event (or,
if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a
Section 13 Event, multiplying the number of one-thousandths of a share for which
a Right was exercisable immediately prior to the first occurrence of a Section
11(a)(ii) Event by the Purchase Price in effect immediately prior to such first
occurrence),

                                       20
<PAGE>

and (2) dividing that product (which, following the first occurrence of a
Section 13 Event, shall be referred to as the "Purchase Price" for each Right
and for all purposes of this Agreement) by 50% of the current market price
(determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock
of such Principal Party on the date of consummation of such Section 13 Event;
(ii) such Principal Party shall thereafter be liable for, and shall assume, by
virtue of such Section 13 Event, all the obligations and duties of the Company
pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed
to refer to such Principal Party, it being specifically intended that the
provisions of Section 11 hereof shall apply only to such Principal Party
following the first occurrence of a Section 13 Event; (iv) such Principal Party
shall take such steps (including, but not limited to, the reservation of a
sufficient number of shares of its Common Stock) in connection with the
consummation of any such transaction as may be necessary to assure that the
provisions hereof shall thereafter be applicable, as nearly as reasonably may
be, in relation to its shares of Common Stock thereafter deliverable upon the
exercise of the Rights; provided, however, that upon the subsequent occurrence
of any merger, consolidation, sale of all or substantially all assets,
recapitalization, reclassification of shares, reorganization or other
extraordinary transaction in respect of such Principal Party, each holder of a
Right shall thereupon be entitled to receive, upon exercise of a Right a payment
of the Purchase Price, such cash, shares, rights, warrants and other property
which such holder would have been entitled to receive had he, at the time of
such transaction, owned the shares of Common Stock of the Principal Party
purchasable upon the exercise of a Right, and such Principal Party shall take
such steps (including, but not limited to, reservation of shares of stock) as
may be necessary to permit the subsequent exercise of the Rights in accordance
with the terms hereof for such cash, shares, rights, warrants and other
property; and (v) the provisions of Section 11(a)(ii) hereof shall be of no
effect following the first occurrence of any Section 13 Event.

          (b)  "Principal Party" shall mean:

               (i)  in the case of any transaction described in clause (x) or
     (y) of the first sentence of Section 13(a), the Person that is the issuer
     of any securities into which shares of Common Stock of the Company are
     converted in such merger or consolidation, and if no securities are so
     issued, the Person that is the other party to such merger or consolidation;
     and

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

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

          (c) If, for any reason, the Rights cannot be exercised for Common
Stock of such Principal Party as provided in Section 13(a), then each holder of
Rights shall have the right to exchange its Rights for cash from such Principal
Party in an amount equal to the number of shares of Common Stock that it would
otherwise be entitled to purchase times 50% of the current per share market
price, as determined pursuant to Section 11(d) hereof, of such Common Stock of
such

                                       21
<PAGE>

Principal Party. If, for any reason, the foregoing formulation cannot be applied
to determine the cash amount into which the Rights are exchangeable, then the
Board of Directors, based upon the advice of one or more nationally recognized
investment banking firms, and based upon the total value of the Company, shall
determine such amount reasonably and with good faith to the holders of Rights.
Any such determination shall be final and binding on the Rights Agent.

          (d)  Notwithstanding anything in this Agreement to the contrary,
Section 13 shall not be applicable to a transaction described in clauses (x) and
(y) of Section 13(a) if: (i) such transaction is consummated with a Person or
Persons who acquired Common Stock pursuant to a Permitted Offer (or a wholly-
owned Subsidiary of any such Person or Persons); (ii) the price per share of
Common Stock offered in such transaction is not less than the price per share of
Common Stock paid to all holders of Common Stock whose shares were purchased
pursuant to such Permitted Offer; and (iii) the form of consideration being
offered to the remaining holders of Common Stock pursuant to such transaction is
the same form as the form of consideration paid pursuant to such Permitted
Offer.  Upon consummation of any such transaction contemplated by this Section
13(d), all Rights hereunder shall expire.

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

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

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

               (iii) use its best efforts, if the Common Stock of the Principal
     Party shall become listed on a national securities exchange, to list (or
     continue the listing of) the Rights and the securities purchasable upon
     exercise of the Rights on such securities exchange and, if the Common Stock
     of the Principal Party shall not be listed on a national securities
     exchange, to cause the Rights and the securities purchasable upon exercise
     of the Rights to be reported by NASDAQ or such other system then in use;
     and

               (iv)  obtain waivers of any rights of first refusal or preemptive
     rights in respect of the shares of Common Stock of the Principal Party
     subject to purchase upon exercise of outstanding Rights.

          (f)  The provisions of this Section 13 shall similarly apply to
successive mergers or consolidations or sales or other transfers.  In the event
that a Section 13 Event shall occur at any

                                       22
<PAGE>

time after the occurrence of a Section 11(a)(ii) Event, the Rights which have
not theretofore been exercised shall thereafter become exercisable in the manner
described in Section 13(a).

     Section 14.  Fractional Rights and Fractional Shares.

          (a)     The Company shall not be required to issue fractions of
Rights, except prior to the Distribution Date as provided in Section 11(p)
hereof, or to distribute Rights Certificates which evidence fractional Rights.
In lieu of such fractional Rights, there shall be paid to the registered holders
of the Rights Certificates with regard to which such fractional Rights would
otherwise be issuable, an amount in cash equal to the same fraction of the
current market value of a whole Right. For purposes of this Section 14(a), the
current market value of a whole Right shall be the closing price of the Rights
for the Trading Day immediately prior to, but not including, the date on which
such fractional Rights would have been otherwise issuable. The closing price of
the Rights for any day shall be the last sale price, regular way, or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Rights are not listed or
admitted to trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Rights are listed or
admitted to trading, or if the Rights are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market,
as reported by NASDAQ or such other system then in use or, if on any such date
the Rights are not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker making a market
in the Rights selected by the Board of Directors of the Company.  If on any such
date no such market maker is making a market in the Rights the fair value of the
Rights on such date as determined in good faith by the Board of Directors of the
Company shall be used.

          (b)     The Company shall not be required to issue fractions of shares
of Preferred Stock (other than fractions which are integral multiples of one
Fractional Share Unit of Preferred Stock) upon exercise of the Rights or to
distribute certificates which evidence fractional shares of Preferred Stock
(other than fractions which are integral multiples of one Fractional Share Unit
of Preferred Stock). In lieu of fractional shares of Preferred Stock that are
not integral multiples of one Fractional Share Unit of Preferred Stock, the
Company may pay to the registered holders of Rights Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one Fractional Share Unit of Preferred
Stock. For purposes of this Section 14(b), the current market value of one
Fractional Share Unit of Preferred Stock shall be one one-thousandth of the
closing price of a share of Preferred Stock (as determined pursuant to Section
11(d)(ii) hereof) for the Trading Day immediately prior to the date of such
exercise.

          (c)     Following the occurrence of a Triggering Event, the Company
shall not be required to issue fractions of shares of Common Stock upon exercise
of the Rights or to distribute certificates which evidence fractional shares of
Common Stock. In lieu of fractional shares of Common Stock, the Company may pay
to the registered holders of Rights Certificates at the time such Rights are
exercised as herein provided an amount in cash equal to the same fraction of the
current market value of one (1) share of Common Stock. For purposes of this
Section 14(c), the current market value of one share of Common Stock shall be
the closing price of one share of

                                       23
<PAGE>

Common Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading
Day immediately prior to the date of such exercise.

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

          (e)     The Rights Agent shall have no duty or obligation with respect
to this Section 14 or any other Section hereof concerning fractional shares
unless and until it has received specific instructions (and sufficient cash it
required) from the company with respect to its duties and obligations under such
Sections.

     Section 15.  Rights of Action.  All rights of action in respect of this
Agreement, excepting the rights of action given to the Rights Agent under
Sections 18 and 20 hereof, are vested in the respective registered holders of
the Rights Certificates (and, prior to the Distribution Date, the registered
holders of the Common Stock); and any registered holder of any Rights
Certificate (or, prior to the Distribution Date, of the Common Stock), without
the consent of the Rights Agent or of the holder of any other Rights Certificate
(or, prior to the Distribution Date, of the Common Stock), may, in his own
behalf and for his own benefit, enforce, and may institute and maintain any
suit, action or proceeding against the Company to enforce, or otherwise act in
respect of, his right to exercise the Rights evidenced by such Rights
Certificate in the manner provided in such Rights Certificate and in this
Agreement.  Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the holders of Rights
would not have an adequate remedy at law for any breach of this Agreement and
shall be entitled to specific performance of the obligations hereunder and
injunctive relief against actual or threatened violations of the obligations
hereunder of any Person subject to this Agreement.

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

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

          (b)     after the Distribution Date, the Rights Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the office or offices of the Rights Agent designated for such purposes, duly
endorsed or accompanied by proper instrument of transfer and with the
appropriate forms and certificates fully executed;

          (c)     subject to Section 6(a) and Section 7(f) hereof, the Company
and the Rights Agent may deem and treat the Person in whose name a Rights
Certificate (or, prior to the Distribution Date, the associated Common Stock
certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby (notwithstanding any notations of ownership or writing on the
Rights Certificates or the associated Common Stock certificate made by anyone
other than the Company or the Rights Agent) for all purposes whatsoever, and
neither the Company nor the Rights Agent shall be required to 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

                                       24
<PAGE>

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 17.  Rights Certificate Holder Not Deemed a Stockholder.  No
holder, as such, of any Rights Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the number of one-
thousandths of a share of Preferred Stock or any other securities of the Company
which may at any time be issuable on the exercise of the Rights represented
thereby, nor shall anything contained herein or in any Rights Certificate be
construed to confer upon the holder of any Rights Certificate, as such, any of
the rights of a stockholder of the Company or any right to vote for the election
of directors or upon any matter submitted to stockholders at any meeting
thereof, or to give or withhold consent to any corporate action, or to receive
notice of meetings or other actions affecting stockholders (except as provided
in Section 25 hereof), or to receive dividends or subscription rights, or
otherwise, until the Right or Rights evidenced by such Rights Certificate shall
have been exercised in accordance with the provisions hereof.

     Section 18.  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
disbursements and other disbursements incurred in the preparation, delivery,
amendment, administration and execution of this Agreement and the exercise and
performance of its duties hereunder.  The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss, liability, damage,
judgment, fine, penalty, claim, demand, settlement cost or expense, incurred
without gross negligence, bad faith or willful misconduct (each as finally
determined by a court of competent jurisdiction) on the part of the Rights
Agent, for any action taken, suffered or omitted by the Rights Agent in
connection with the acceptance, exercise, performance and administration of its
duties under this Agreement, including, without limitation, the costs and
expenses of defending against any claim of liability in the premises.  The
indemnity provided herein shall survive the termination of this Agreement and
the termination and the expiration of the Rights, and the resignation or removal
of the Rights Agent.  The costs and expenses incurred in enforcing this right of
indemnification shall be paid by the Company.

          (b)     The Rights Agent shall be authorized and protected and shall
incur no liability for or in respect of any action taken, suffered or omitted by
it in connection with the acceptance and administration of this Agreement and
the exercise and performance of its duties hereunder, in reliance upon any
Rights Certificate or certificate for Common Stock or for other securities of
the Company, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate,
statement, or other paper or document believed by it to be genuine and to be
signed, executed and, where necessary, verified or acknowledged, by the proper
Person or Persons. The Rights Agent shall not be deemed to have any duty or
notice unless and until the Company has provided the Rights Agent with actual
written notice.

                                       25
<PAGE>

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

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

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

     Section 20.  Duties of Rights Agent.  The Rights Agent undertakes only the
duties and obligations expressly imposed by this Agreement (and no implied
duties or obligations) upon the following terms and conditions, by all of which
the Company and the holders of Rights Certificates, by their acceptance thereof,
shall be bound:

          (a)     The Rights Agent may consult with legal counsel (who may be
legal counsel for the Company), and the advice or opinion of such counsel shall
be full and complete authorization and protection to the Rights Agent shall
incur no liability for or in respect of any action taken, suffered 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
(including, without limitation, the identity of any Acquiring Person and the
determination of "current market price") be proved or established by the Company
prior to taking or suffering or omitting to take any action hereunder such fact
or matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
certificate signed by the Chairman of the Board, the President, 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 and protection to the Rights Agent and
the Rights Agent shall incur no liability for or in respect of any action taken,
suffered or omitted in good faith by it under the provisions of this Agreement
in reliance upon such certificate.

                                       26
<PAGE>

          (c)     The Rights Agent shall be liable hereunder only for its own
gross negligence, bad faith or willful misconduct (each as finally determined by
a court of competent jurisdiction). Anything in this Agreement to the contrary
notwithstanding, in no event shall the Rights Agent be liable for special,
punitive, indirect, incidental 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 possibility of such loss or damage. Any liability
of the Rights Agent under this Agreement shall be limited to the amount of fees
paid by the Company to the Rights Agent.

          (d)     The Rights Agent shall not be liable for or by reason of any
of the statements of fact or recitals contained in this Agreement or in the
Rights Certificates or be required to verify the same (except as to its
countersignature on such Rights Certificates), 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 liability for nor be under
any responsibility in respect of the validity of this Agreement or the execution
and delivery hereof (except the due execution hereof by the Rights Agent) or in
respect of the validity or execution of any Rights Certificate (except its
countersignature thereof); nor shall it have any liability for nor be
responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Rights Certificate; nor shall it have any liability
for nor be responsible for any adjustment required under the provisions of
Section 11 or Section 13 hereof or responsible for the manner, method or amount
of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment (except with respect to the exercise of Rights
evidenced by Rights Certificates after actual notice of any such adjustment);
nor shall it by any act hereunder be deemed to make any representation or
warranty as to the authorization or reservation of any shares of Common Stock or
Preferred Stock to be issued pursuant to this Agreement or any Rights
Certificate or as to whether any shares of Common Stock or Preferred Stock will,
when so issued, be validly authorized and issued, fully paid and nonassessable.

          (f)     The Company agrees that it will perform, execute, acknowledge
and deliver or cause to be performed, executed, acknowledged and delivered all
such further and other acts, instruments and assurances as may 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 the
Chairman of the Board, the President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer or any Assistant Treasurer of the Company,
and to apply to such officers for advice or instructions in connection with its
duties, and such advice or instructions shall be full authorization and
protection to the Rights Agent and the Rights Agent shall incur no liability for
or in respect of any action taken, suffered or omitted to be taken by it in good
faith in accordance with instructions of any such officer or for any delay in
acting while waiting for those instructions. The Rights Agent shall be fully
authorized and protected in relying upon the most recent instructions received
by any such officer.

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

                                       27
<PAGE>

          (i)     The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the Company or any other Person resulting from any
such act, default, neglect or misconduct; absent gross negligence, bad faith or
willful misconduct (each as finally determined by a court of competent
jurisdiction) in the selection and continued employment thereof.

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

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

     Section 21.  Change of Rights Agent.  The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon thirty (30) days' notice in writing mailed to the Company, and to each
transfer agent of the Common Stock and Preferred Stock, by registered or
certified mail, and to the holders of the Rights Certificates by first-class
mail.  The Company may remove the Rights Agent or any successor Rights Agent
upon thirty (30) days' notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer agent of the
Common Stock and Preferred Stock, by registered or certified mail, and to the
holders of the Rights 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 thirty (30) days after giving
notice of such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Rights Agent or by
the holder of a Rights Certificate (who shall, with such notice, submit his
Rights Certificate for inspection by the Company), then any registered holder of
any Rights Certificate may apply to any court of competent jurisdiction for an
appointment of a new Rights Agent.  Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be (a) a Person organized and
doing business under the law of the United States or of the State of California
(or of any other state of the United States so long as such Person is authorized
to do business as a banking institution in the State of California), in good
standing, having a principal office in the State of California, which is
authorized under such laws to exercise shareholder services business, stock
transfer or corporate trust powers and is subject to supervision or examination
by federal or state authority and which has at the time of its appointment as
Rights Agent a combined capital and surplus of at least $50,000,000, 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 the effective date of any
such appointment, the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock and the
Preferred Stock, and mail a notice thereof in writing to the registered holders
of the Rights Certificates.  Failure to give

                                       28
<PAGE>

any notice provided for in this Section 21, however, or any defect therein,
shall not affect the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as the case may
be.

     Section 22.  Issuance of New Rights 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 and the number or kind or class of shares or other
securities or property purchasable under the Rights Certificates made in
accordance with the provisions of this Agreement.  In addition, in connection
with the issuance or sale of shares of Common Stock following the Distribution
Date and prior to the redemption or expiration of the Rights, the Company (a)
shall, with respect to shares of Common Stock so issued or sold pursuant to the
exercise of stock options or under any employee plan or arrangement, or upon the
exercise, conversion or exchange of securities hereinafter issued by the
Company, and (b) may, in any other case, if deemed necessary or appropriate by
the Board of Directors of the Company, issue Rights Certificates representing
the appropriate number of Rights in connection with such issuance or sale;
provided, however, that (i) no such Rights Certificate shall be issued if, and
--------
to the extent that, the Company shall be advised by counsel that such issuance
would create a significant risk of material adverse tax consequences to the
Company or the Person to whom such Rights Certificate would be issued, and (ii)
no such Rights Certificate shall be issued if, and to the extent that
appropriate adjustment shall otherwise have been made in lieu of the issuance
thereof.

     Section 23.  Redemption and Termination.

          (a)     The Board of Directors of the Company may, at its option, at
any time prior to the earlier of (i) the close of business on the twentieth day
following the Stock Acquisition Date, or such later date as may be determined by
action of a majority of Directors and publicly announced by the Company (or, if
the Stock Acquisition Date shall have occurred prior to the Record Date, the
close of business on the twentieth day following the Record Date, or such later
date as may be determined by action of a majority of Directors and publicly
announced by the Company), or (ii) the Final Expiration Date, redeem all but not
less than all the then outstanding Rights at a redemption price of $.00001 per
Right, as such amount may be appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after the date hereof (such
redemption price being hereinafter referred to as the "Redemption Price");
provided, however, if the Board of Directors of the Company authorizes
--------
redemption of the Rights in either of the circumstances set forth in clauses (i)
and (ii) below, such authorization shall require the concurrence of a majority
of the Directors that such redemption is, as of such time the redemption is
approved, not void or voidable on account of Section 144 of the Delaware General
Corporation Law or other applicable law:  (i) such authorization occurs on or
after the time a Person becomes an Acquiring Person, or (ii) such authorization
occurs on or after the date of a change (resulting from a proxy or consent
solicitation) in a majority of the directors in office at the commencement of
such solicitation if any Person who is a participant in such solicitation has
stated (or, if upon the commencement of such solicitation, a majority of the
Board of Directors of the Company has determined in good faith) that such Person
(or any of its Affiliates or Associates) intends to take, or may consider
taking, any action which would result in such Person becoming an Acquiring
Person or which would cause the occurrence of a Triggering Event unless,
concurrent with such solicitation, such Person (or one or more of its Affiliates
or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or
any successor form) filed with the Securities and Exchange Commission for all
outstanding shares of Common Stock not beneficially owned by such Person (or by
its Affiliates or Associates); provided further, however,
                               -------- -------

                                       29
<PAGE>

that if, following the occurrence of a Stock Acquisition Date and following the
expiration of the right of redemption hereunder but prior to any Triggering
Event, (i) a Person who is an Acquiring Person shall have transferred or
otherwise disposed of a number of shares of Common Stock in one transaction or
series of transactions, not directly or indirectly involving the Company, or any
of its Subsidiaries, which did not result in the occurrence of a Triggering
Event such that such Person is thereafter a Beneficial Owner of 10% or less of
the outstanding shares of Common Stock, and (ii) there are no other Persons,
immediately following the occurrence of the event described in clause (i), who
are Acquiring Persons, then the right of redemption herein shall be reinstated
and thereafter be subject to the provisions of this Section 23. Notwithstanding
anything contained in this Agreement to the contrary, a Distribution Date shall
not occur and the Rights shall not be exercisable until such time as the
Company's right of redemption hereunder has expired. The Company may, at its
option, pay the Redemption Price in cash, shares of Common Stock (based on the
"current market price," as defined in Section 11(d)(i) hereof, of the Common
Stock at the time of redemption) or any other form of consideration deemed
appropriate by the Board of Directors.

          (b)     Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights, evidence of which shall have been
filed with the Rights Agent and without any further action and without any
notice, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the Redemption Price for
each Right so held.  Promptly after the action of the Board of Directors
ordering the redemption of the Rights, the Company shall give written notice of
such redemption to the Rights Agent and the holders of the then outstanding
Rights by mailing such notice to all such holders at each holder's last
addresses it appears upon the registry books of the Rights Agent or, prior to
the Distribution Date, on the registry books of the Transfer Agent for the
Common Stock.  Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice.  Each such notice
of redemption will state the method by which the payment of the Redemption Price
will be made.

     Section 24.  Exchange.

          (a)     Subject to applicable laws, rules and regulations, and subject
to subsection (c) below, the Company may, at its option, by majority vote of the
Directors, but at any time after the occurrence of a Section 11(a)(ii) Event
only if the majority of such Directors determine that such action would not be
void or voidable on account of Section 144 of the Delaware General Corporation
Law or other applicable law, exchange all or part of the then outstanding and
exercisable Rights (which shall not include Rights that have become null and
void pursuant to the provisions of Section 7(e) hereof) for Common Stock at an
exchange ratio of one (1) share of Common Stock per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such exchange ratio being hereinafter referred
to as the "Ratio of Exchange"). Notwithstanding the foregoing, the Board of
Directors shall not be empowered to effect such exchange at any time after any
Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or any such Subsidiary, or any Person holding Common
Stock for or pursuant to the terms of any such plan), together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or
more of the Common Stock then outstanding.

          (b)     Immediately upon the action of the Board of Directors ordering
the exchange of any Rights pursuant to subsection (a) of this Section 24 and
without any further action and without any notice, the right to exercise such
Rights shall terminate and the only right thereafter of a holder of such rights
shall be to receive that number of shares of Common Stock equal to the number of

                                       30
<PAGE>

such Rights held by such holder multiplied by the Ratio of Exchange. The Company
shall promptly notify the Rights Agent in writing of such exchange and shall
give public notice of any such exchange; provided, however, that the failure to
                                         --------
give, or any defect in, such notice shall not affect the validity of such
exchange.  The Company shall mail a notice of any such exchange to all of the
holders of such Rights at their last addresses as they appear upon the registry
books of the Rights Agent.  Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives the notice.
Each such notice of exchange will state the method by which the exchange of the
Common Stock for Rights will be effected and, in the event of any partial
exchange, the number of Rights that will be exchanged.  Any partial exchange
shall be effected pro rata based on the number of Rights (other than Rights
which have become null and void pursuant to the provisions of Section 7(e)
hereof) held by each holder of Rights.

          (c) In the event that there shall not be sufficient shares of Common
Stock issued but not outstanding or authorized but unissued to permit any
exchange of Rights as contemplated in accordance with Section 24(a), the Company
shall either take such action as may be necessary to authorize additional Common
Stock for issuance upon exchange of the Rights or alternatively, at the option
of a majority of the Board of Directors, with respect to each Right (i) pay cash
in an amount equal to the Current Value (as hereinafter defined), in lieu of
issuing Common Stock in exchange therefor, or (ii) issue debt or equity
securities or a combination thereof, having a value equal to the Current Value
(as defined below), in lieu of issuing Common Stock in exchange for each such
Right, where the value of such securities shall be determined by a nationally
recognized investment banking firm selected by the Board of Directors by
majority vote of the Board of Directors, or (iii) deliver any combination of
cash, property, Common Stock and/or other securities having a value equal to the
Current Value in exchange for each Right.  For purposes of this Section 24(c)
only, the Current Value shall mean the product of the current per share market
price of Common Stock (determined pursuant to Section 11(d) on the date of the
occurrence of the event described above in subparagraph (a)) multiplied by the
number of shares of Common Stock for which the Right otherwise would be
exchangeable if there were sufficient shares available.  To the extent that the
Company determines that some action need be taken pursuant to clauses (i), (ii)
or (iii) of this Section 24(c), the Board of Directors may temporarily suspend
the exercisability of the Rights for a period of up to sixty (60) days following
the date on which the event described in Section 24(a) shall have occurred, in
order to seek any authorization of additional shares of Common Stock and/or to
decide the appropriate form of distribution to be made pursuant to the above
provision 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.

          (d) The Company shall not be required to issue fractions of shares of
Common Stock or to distribute certificates which evidence fractional shares of
Common Stock.  In lieu of such fractional shares of Common Stock, there shall be
paid to the registered holders of the Rights Certificates with regard to which
such fractional shares of Common Stock would otherwise be issuable, an amount in
cash equal to the same fraction of the current per share market value of a whole
share of Common Stock (as determined pursuant to the second sentence of Section
11(d) hereof).

          (e) The Company may, at its option, by majority vote of the Board of
Directors, at any time before any Person has become an Acquiring Person,
exchange all or part of the then outstanding Rights for rights of substantially
equivalent value, as determined reasonably and with

                                       31
<PAGE>

good faith by the Board of Directors, based upon the advice of one or more
nationally recognized investment banking firms.

          (f)     Immediately upon the action of the Board of Directors ordering
the exchange of any Rights pursuant to subsection (e) of this Section 24 and
without any further action and without any notice, the right to exercise such
Rights shall terminate and the only right thereafter of a holder of such Rights
shall be to receive that number of rights in exchange therefor as has been
determined by the Board of Directors in accordance with subsection (e) above.
The Company shall promptly notify the Rights Agent in writing of any such
exchange and shall give public notice of any such exchange; provided, however,
                                                            --------
that the failure to give, or any defect in, such notice shall not affect the
validity of such exchange. The Company shall mail a notice of any such exchange
to all of the holders of such Rights at their last addresses as they appear upon
the registry books of the transfer agent for the Common Stock of the Company.
Any notice that is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice. Each such notice of exchange will
state the method by which the exchange of the Rights will be effected.

     Section 25.  Notice of Certain Events.

          (a)     In case the Company shall propose, at any time after the
Distribution Date, (i) to pay any dividend payable in stock of any class to the
holders of Preferred Stock or to make any other distribution to the holders of
Preferred Stock (other than a regular quarterly cash dividend out of earnings or
retained earnings of the Company), or (ii) to offer to the holders of Preferred
Stock rights or warrants to subscribe for or to purchase any additional shares
of Preferred Stock or shares of stock of any class or any other securities,
rights or options, or (iii) to effect any reclassification of its Preferred
Stock (other than a reclassification involving only the subdivision of
outstanding shares of Preferred Stock), or (iv) to effect any consolidation or
merger into or with any other Person (other than a Subsidiary of the Company in
a transaction which complies with Section 11(o) hereof), 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 transaction or a series of related transactions,
of more than 50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person or Persons (other than the
Company and/or any of its Subsidiaries in one or more transactions each of which
complies with Section 11(o) hereof), or (v) to effect the liquidation,
dissolution or winding up of the Company, then, in each such case, the Company
shall give to the Rights Agent and to each holder of a Rights Certificate, in
accordance with Section 26 hereof, a notice of such proposed action, which shall
specify the record date for the purposes of such stock dividend, distribution of
rights or warrants, or the date on which such reclassification, consolidation,
merger, sale, transfer, liquidation, dissolution, or winding up is to take place
and the date of participation therein by the holders of the shares of Preferred
Stock, if any such date is to be fixed, and such notice shall be so given in the
case of any action covered by clause (i) or (ii) above at least twenty (20) days
prior to the record date for determining holders of the shares of Preferred
Stock for purposes of such action, and in the case of any such other action, at
least twenty (20) days prior to the date of the taking of such proposed action
or the date of participation therein by the holders of the shares of Preferred
Stock whichever shall be the earlier.

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

                                       32
<PAGE>

Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if
appropriate, other securities.

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

          MICROSEMI CORPORATION
          2830 South Fairview Street
          Santa Ana, California  92704
          Attention:  David R. Sonksen, Executive Vice President

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

          MELLON INVESTOR SERVICES, LLC
          400 South Hope Street
          4th Floor
          Los Angeles, CA  90071
          Attention:  Relationship Manager

          With a copy to:

          MELLON INVESTOR SERVICES, LLC
          85 Challenger Road
          Ridgefield Park, NJ  07660
          Attention:  General Counsel

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

     Section 27.  Supplements and Amendments.  Prior to the Distribution Date,
the Company and the Rights Agent shall, if the Company so directs, supplement or
amend any provision of this Agreement without the approval of any holders of
certificates representing shares of Common Stock.  From and after the
Distribution Date, the Company and the Rights Agent shall, if the Company so
directs, supplement or amend this Agreement without the approval of any holders
of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provisions herein, (iii) to shorten or lengthen any time period
hereunder (which lengthening or shortening, following the first occurrence of an
event set forth in clauses (i) and (ii) of the first proviso to Section 23(a)
hereof, shall be effective only if the majority of such Directors determine that
such action would not be voidable on account of Section 144 of the Delaware
General Corporation Law or other applicable law) or (iv) to change or supplement
the provisions hereunder in any manner which the Company may deem

                                       33
<PAGE>

necessary or desirable and which shall not adversely affect the interests of the
holders of Rights Certificates (other than an Acquiring Person or an Affiliate
or Associate of an Acquiring Person); provided, however, this Agreement may not
                                      --------
be supplemented or amended to lengthen, pursuant to clause (iii) of this
sentence, (A) a time period relating to when the Rights may be redeemed at such
time as the Rights are not then redeemable, or (B) any other time period unless
such lengthening is for the purpose of protecting, enhancing or clarifying the
rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a
certificate from an appropriate officer of the Company which states that the
proposed supplement or amendment is in compliance with the terms of this Section
27, the Rights Agent shall execute such supplement or amendment and, provided
such supplement or amendment does not materially and adversely change or
increase the Rights Agent's duties, liabilities, rights or obligations
hereunder. Prior to the Distribution Date, the interests of the holders of
Rights shall be deemed coincident with the interests of the holders of Common
Stock.

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

     Section 29.  Determinations and Actions by the Board of Directors, etc.
For all purposes of this Agreement, any calculation of the number of shares of
Common Stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding shares of Common Stock
of which any Person is the Beneficial Owner, shall be made in accordance with
the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations
under the Exchange Act.  The Board of Directors of the Company shall have the
exclusive power and authority to administer this Agreement and to exercise all
rights and powers specifically granted to the Board or to the Company, or as may
be necessary or advisable in the administration of this Agreement, including,
without limitation, the right and power to (i) interpret the provisions of this
Agreement, and (ii) make all determinations deemed necessary or advisable for
the administration of this Agreement (including a determination to redeem or not
redeem the Rights or to amend this Agreement).  All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) which are done or made by the Board
in good faith, shall (x) be final, conclusive and binding on the Company, the
Rights Agent, the holders of the Rights and all other parties, and (y) not
subject the Board of Directors (other than each Director that is an Acquiring
Person, or an Affiliate or Associate thereof, or any representatives of any
thereof) to any liability to the holders of the Rights.  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.

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

     Section 31.  Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding anything in this Agreement to the
--------
contrary, if any such term,

                                       34
<PAGE>

provision, covenant or restriction is held by such court or authority to be
invalid, void or unenforceable and the Board of Directors of the Company
determines in its good faith judgment that severing the invalid language from
this Agreement would adversely affect the purpose or effect of this Agreement,
the right of redemption set forth in Section 23 hereof shall be reinstated and
shall not expire until the close of business on the twentieth day following the
date of such determination by the Board of Directors.

     Section 32.  Governing Law.  This Agreement, each Right and each Rights
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts made
and to be performed entirely within such State, except for Sections 18, 19, 20
and 21 hereof which for all purposes shall be governed by and construed in
accordance with the laws of the State of California; provided, however, that all
provisions regarding the rights, duties and obligations of the Rights Agent
shall be governed by and construed in accordance with the laws of the State of
New York applicable to contracts made and to be performed entirely within such
State.

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

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

                                       35
<PAGE>

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

    MICROSEMI CORPORATION,
     a Delaware corporation



By: /s/ David R. Sonksen
    ---------------------------------------
Name:   David R. Sonksen
    Title:  Executive Vice President, Chief
            Financial Officer and Secretary

    MELLON INVESTOR SERVICES, LLC


By: /s/ Joseph Cannata
    ---------------------------------------
    Name:  Joseph Cannata
    Title: Assistant Vice President

                                       36
<PAGE>

                                   EXHIBIT A
                                   ---------

               CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES
                               AND PRIVILEGES OF

                 SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       OF

                             MICROSEMI CORPORATION

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

     We, James Peterson and David R. Sonksen, the Chief Executive Officer and
President and the Executive Vice President, Chief Financial Officer and
Secretary, respectively, of Microsemi Corporation, a corporation organized and
existing under the General Corporation Law of the State of Delaware, in
accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY:

     That pursuant to the authority conferred upon the Board of Directors by the
Restated Certificate of Incorporation of the said Corporation, the said Board of
Directors on November 28, 2000 adopted the following resolution creating a
series of 100,000 shares of Preferred Stock designated as Series A Junior
Participating Preferred Stock:

          RESOLVED, that pursuant to the authority vested in the Board of
     Directors of the corporation by the Certificate of Incorporation (as
     heretofore amended called the "Certificate of Incorporation") the Board of
     Directors does hereby provide for the issue of a series of Preferred Stock,
     par value $1.00 per share, of the Corporation, to be designated "Series A
     Junior Participating Preferred Stock," initially consisting of 100,000
     shares and to the extent that the designations, powers, preferences and
     relative and other special rights and the qualifications, limitations and
     restrictions of the Series A Junior Participating Preferred Stock are not
     stated and expressed in the Second Restated Certificate of Incorporation,
     does hereby fix and herein state and express such designations, powers,
     preferences and relative and other special rights and the qualifications,
     limitations and restrictions thereof, as follows (all terms used herein
     which are defined in the Certificate of Incorporation shall be deemed to
     have the meanings provided therein):

          Section 1.  Designation and Amount.  The shares of such series shall
                      ----------------------
     be designated as "Series A Junior Participating Preferred Stock," par value
     $1.00 per share, and the number of shares constituting such series shall be
     100,000.

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

               (A) Subject to the prior and superior right of the holders of any
     shares of any series of Preferred Stock ranking prior and superior to the
     shares of Series A Junior Participating Preferred Stock with respect to
     dividends, the holders of shares of Series A Junior Participating Preferred
     Stock shall be entitled to receive when, as and if declared by the Board of
     Directors out of funds legally available for

                                       37
<PAGE>

     the purpose, quarterly dividends payable in cash on the last day of
     September, December, March and June in each year (each such date being
     referred to herein as a "Quarterly Dividend Payment Date"), commencing on
     the first Quarterly Dividend Payment Date after the first issuance of a
     share or fraction of a share of Series A Junior Participating Preferred
     Stock, in an amount per share (rounded to the nearest cent) equal to,
     subject to the provision for adjustment hereinafter set forth, 10,000 times
     the aggregate per share amount of all cash dividends, and 10,000 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 of the
     Corporation (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 Participating Preferred Stock. In the event the
     Corporation shall at any time after the close of business on December 22,
     2000 (the "Rights Declaration Date") (i) declare any dividend on Common
     Stock payable in shares of Common Stock, (ii) subdivide the outstanding
     Common Stock, or (iii) combine the outstanding Common Stock into a smaller
     number of shares, then in each such case, the amount to which holders of
     shares of Series A Junior Participating Preferred Stock were entitled
     immediately prior to such event under the preceding sentence shall be
     adjusted by multiplying such amount by a fraction, the numerator of which
     is the number of shares of Common Stock outstanding immediately after such
     event and the denominator of which is the number of shares of Common Stock
     that were outstanding immediately prior to such event.

               (B) The Corporation shall declare a dividend or distribution on
     the Series A Junior Participating Preferred Stock as provided in paragraph
     (A) above immediately after it declares a dividend payable in shares of
     Common Stock.

               (C) Dividends shall begin to accrue and be cumulative on
     outstanding shares of Series A Junior Participating Preferred Stock from
     the Quarterly Dividend Payment Date next preceding the date of issue of
     such shares of Series A Junior Participating Preferred Stock, 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
     Participating 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 Participating
     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 Participating Preferred Stock entitled
     to receive payment of a dividend or distribution declared thereon, which
     record date shall be no more than thirty (30) days prior to the date fixed
     for the payment thereof.

                                       38
<PAGE>

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

               (A) Subject to the provision for adjustment hereinafter set
     forth, each share of Series A Junior Participating Preferred Stock shall
     entitle the holder thereof to 1,000 votes on all matters submitted to a
     vote of the stockholders of the Corporation.  In the event the Corporation
     shall at any time after the Rights Declaration Date (i) declare any
     dividend on Common Stock payable in shares of Common Stock, (ii) subdivide
     the outstanding Common Stock, or (iii) combine the outstanding Common Stock
     into a smaller number of shares, then in each such case the number of votes
     per share to which holders of shares of Series A Junior Participating
     Preferred Stock were entitled immediately prior to such event shall be
     adjusted by multiplying such number by a fraction, the numerator of which
     is the number of shares of Common Stock outstanding immediately after such
     event and the denominator of which is the number of shares of Common Stock
     that were outstanding immediately prior to such event.

               (B) Except as otherwise provided herein or by law, the holders of
     shares of Series A Junior Participating Preferred Stock and the holders of
     shares of Common Stock shall vote together as one class on all matters
     submitted to a vote of stockholders of the Corporation.

               (C) Except as required by law, holders of Series A Junior
     Participating 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) The Corporation shall not declare any dividend on, make any
     distribution on, or redeem or purchase or otherwise acquire for
     consideration any shares of Common Stock after the first issuance of a
     share or fraction of a share of Series A Junior Participating Preferred
     Stock unless concurrently therewith it shall declare a dividend on the
     Series A Junior Participating Preferred Stock as required by Section 2
     hereof.

               (B) Whenever quarterly dividends or other dividends or
     distributions payable on the Series A Junior Participating 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 Participating Preferred Stock outstanding shall have
     been paid in full, the Corporation shall not:

                   (i)   declare or pay dividends on, make any other
     distributions on, or redeem or 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
     Participating Preferred Stock;

                   (ii)  declare or pay dividends on, make any other
     distributions on any shares of stock ranking on a parity (either as to
     dividends or upon

                                       39
<PAGE>

     liquidation, dissolution or winding up) with Series A Junior Participating
     Preferred Stock, except dividends paid ratably on the Series A Junior
     Participating Preferred stock and all such parity stock on which dividends
     are payable or in arrears in proportion to the total amounts to which the
     holders of all such shares are then entitled;

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

                    (iv) purchase or otherwise acquire for consideration any
     shares of Series A Junior Participating Preferred Stock, or any shares of
     stock ranking on a parity with the Series A Junior Participating 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 respective
     series or classes.

                (C) 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
                      -----------------
     Participating Preferred Stock purchased or otherwise acquired by the
     Corporation in any manner whatsoever shall be retired and cancelled
     promptly after the acquisition thereof.  All such shares shall upon their
     cancellation become authorized but unissued shares of Preferred Stock and
     may be reissued as part of a new series of Preferred Stock to be created by
     resolution or resolutions of the Board of Directors, subject to the
     conditions and restrictions on issuance set forth herein.

          Section 6.  Liquidation, Dissolution or Winding Up.
                      --------------------------------------

                (A) Upon any liquidation (voluntary or otherwise), dissolution
     or winding up of the Corporation, no distribution shall be made to the
     holders of shares of stock ranking junior (either as to dividends or upon
     liquidation, dissolution or winding up) to the Series A Junior
     Participating Preferred Stock unless, prior thereto, the holders of shares
     of Series A Junior Participating Preferred Stock shall have received an
     amount equal to accrued and unpaid dividends and distributions thereon,
     whether or not declared, to the date of such payment, plus an amount equal
     to the greater of (1) $400,000 per share, provided that in the event the
     Corporation does not have sufficient assets, after payment of its
     liabilities and distribution to holders of Preferred Stock ranking prior to
     the Series A Participating Preferred Stock, available

                                       40
<PAGE>

     to permit payment in full of the $400,000 per share amount, the amount
     required to be paid under this Section 6(A)(1) shall, subject to Section
     6(B) hereof, equal the value of the amount of available assets divided by
     the number of outstanding shares of Series A Participating Preferred Stock
     or (2) subject to the provisions for adjustment hereinafter set forth,
     10,000 times the aggregate per share amount to be distributed to the
     holders of Common Stock (the greater of (1) or (2), the "Series A
     Liquidation Preference"). In the event the Corporation shall at any time
     after the Rights Declaration Date (i) declare any dividend on Common Stock
     payable in shares of Common Stock, (ii) subdivide the outstanding Common
     Stock, or (iii) combine the outstanding Common Stock into a smaller number
     of shares, then in each such case the amount to which holders of shares of
     Series A Junior Participating 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 that were outstanding immediately
     after such event and the denominator of which is the number of shares of
     Common Stock that were outstanding immediately prior to such event.

               (B) In the event, however, that there are not sufficient assets
     available to permit payment in full of the Series A Liquidation Preference
     and the liquidation preferences of all other series of Preferred Stock, if
     any, which rank on a parity with the Series A Junior Participant Preferred
     Stock, then such remaining assets shall be distributed ratably to the
     holders of such parity shares in proportion to their respective liquidation
     preferences.

          Section 7.  Consolidation, Merger, etc.  In case the Corporation shall
                      --------------------------
     enter into any consolidation, merger, combination or other transaction in
     which the shares of Common Stock are exchanged for or changed into other
     stock or securities, cash and/or any other property, then in any such case
     the shares of Series A Participating Preferred Stock shall at the same time
     be similarly exchanged or changed in amount per share (subject to the
     provision for adjustment hereinafter set forth) equal to 10,000 times the
     aggregate amount of stock, securities, cash and/or any other property
     (payable in kind), as the case may be, into which or for which each share
     of Common Stock is changed or exchanged.  In the event the Corporation
     shall at any time after the Rights Declaration Date (i) declare any
     dividend on Common Stock payable in shares of Common Stock, (ii) subdivide
     the outstanding Common Stock, or (iii) combine the outstanding Common Stock
     into a smaller number of shares, 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 Participating Preferred Stock shall be adjusted
     by multiplying such amount by a fraction the numerator of which is the
     number of shares of Common Stock outstanding immediately after such event
     and the denominator of which is the number of shares of Common Stock that
     were outstanding immediately prior to such event.

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

          Section 9.  Ranking.  The Series A Junior Participating Preferred
                      -------
     Stock shall rank junior to all other series of the Corporation's Preferred
     Stock as to the payment

                                       41
<PAGE>

     of dividends and the distribution of assets, unless the terms of any such
     series shall provide otherwise.

          Section 10.  Amendment.  The Certificate of Incorporation, as amended,
                       ---------
     of the Corporation shall not be further amended in any manner which would
     materially alter or change the powers, preference or special rights of the
     Series A Junior Participating Preferred Stock so as to affect them
     adversely without the affirmative vote of the holders of a majority or more
     of the outstanding shares of Series A Junior Participating Preferred Stock,
     voting separately as a class.

          Section 11.  Fractional Shares.  Series A Junior Participating
                       -----------------
     Preferred Stock may be issued in fractions that are integral multiples of
     one one-thousandth of one share, which shall entitle the holder, in
     proportion to such holder's fractional shares, to exercise voting rights,
     receive dividends, participate in distributions and to have the benefit of
     all other rights of holders of Series A Junior Participating Preferred
     Stock.

     IN WITNESS WHEREOF, we have executed and subscribed this Certificate of
Designation and do affirm the foregoing as true under the penalties of perjury
this ____ day of December, 2000.


                                    ___________________________________________
                                    James Peterson, Chief Executive Officer and
                                    President

ATTEST:


____________________________
David R. Sonksen,
Executive Vice President,
Chief Financial Officer and Secretary

                                       42
<PAGE>

                                   EXHIBIT B
                                   ---------

                           FORM OF RIGHTS CERTIFICATE

Certificate No. R-                                                 ______ Rights

     NOT EXERCISABLE AFTER DECEMBER 21, 2010, OR EARLIER IF TERMINATED BY THE
     COMPANY.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
     COMPANY, AT $.00001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS
     AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN
     ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS
     SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER
     OF SUCH RIGHTS MAY BECOME NULL AND VOID.  [THE RIGHTS REPRESENTED BY THIS
     RIGHTS 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 RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL
     AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH RIGHTS
     AGREEMENT.]*


                               RIGHTS CERTIFICATE

     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 December 22, 2000 as such agreement may be amended from
time to time in accordance with its terms (the "Rights Agreement"), between
Microsemi Corporation, a Delaware corporation (the "Company"), and the Mellon
Investor Services, LLC, A New Jersey limited liability company (the "Rights
Agent"), to purchase from the Company at any time after the Distribution Date
(as such term is defined in the Rights Agreement) and prior to 5:00 P.M.,
California time, on December 21, 2010 at the office of the Rights Agent
designated for such purpose, or at the office of its successor as Rights Agent,
one one-thousandth of a fully paid non-assessable share of Series A Junior
Participating Preferred Stock (the "Preferred Shares"), of the Company, at a
purchase price of $400.00 (the "Purchase Price") per Fraction of a Preferred
Share (a "Fractional Share"), upon presentation and surrender of this Rights
Certificate with the form of Election to Purchase and related Certificate duly
executed.  The number of Rights evidenced by this Rights Certificate (and the
number of one-thousandths of a Preferred Share which may be purchased upon
exercise hereof) set forth above, are the number and Purchase price as of
December 22, 2000 based on the Preferred Shares as constituted at such date.  As
provided in the Rights Agreement, the Purchase Price and the number and kind of
Preferred Shares or other securities which may be purchased upon the exercise of
the Rights evidenced by this Rights Certificate are subject to modification and
adjustment upon the happening of certain events.

____________________
*  The portion of the legend in brackets shall be inserted only if applicable
and shall replace the sentence preceding it.

                                       43
<PAGE>

     This Rights 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 Rights Certificates, which
limitations of rights include the temporary suspension of the exercisability of
such Rights under the specific circumstances set forth in the Rights Agreement.
Copies of the Rights Agreement are on file at the principal executive offices of
the Company and the above-mentioned office of the Rights Agent.

     Subject to the provisions of the Rights Agreement, the Rights evidenced by
this Rights Certificate (i) may be redeemed by the Company, at its option, at a
redemption price of $.00001 per Right or (ii) may be exchanged by the Company in
whole or in part for Common Stock, substantially equivalent rights or other
consideration as determined by the Company.

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

     No fractional portion less than integral multiples of one one-thousandth of
a Preferred Share will be issued upon the exercise of any Right or Rights
evidenced hereby but in lieu thereof a cash payment will be made, as provided in
the Rights Agreement.

     No holder of this Rights Certificate, as such, shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the Preferred
Shares or any other securities of the Company which may at any time be issuable
on the exercise 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 Rights Certificate shall have been
exercised as provided in the Rights Agreement.

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

                                       44
<PAGE>

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

ATTEST:                               MICROSEMI CORPORATION

By: ____________________________________________________________________
    Name:                               Name:
    Title:                              Title:



Countersigned:

Mellon Investor Services, LLC
as Rights Agent

By: ___________________
    Authorized Signature

                                       45
<PAGE>

                   FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE

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

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

     FOR VALUE RECEIVED ________________________________________________________
hereby sells, assigns and transfers unto _______________________________________
                 (Please print name and address of transferee)
this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint______________________________
Attorney, to transfer the within Rights Certificate on the books of the within-
named Company, with full power of substitution.

Dated: ___________, ____


                    Signature

Signature Guaranteed:

     The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program) pursuant to
Securities and Exchange Commission Rule 17Ad-15.

                                       46
<PAGE>

            FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE -- continued

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

     The undersigned hereby certifies by checking the appropriate boxes that:

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

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

Dated:  _____________, ____


                    Signature

Signature Guaranteed:

     The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program) pursuant to
Securities and Exchange Commission Rule 17Ad-15.

                                       47
<PAGE>

            FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE -- continued

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

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

To: ________________________

     The undersigned hereby irrevocable elects to exercise _____________________
Rights represented by this Rights Certificate to purchase the number of one-
thousandths of a Preferred Share issuable upon the exercise of such Rights and
requests that certificates for such number of one-thousandths of a Preferred
Share 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 Rights
Certificate, a new Rights Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

Please insert social security or other identifying number

                        (Please print name and address)

Dated: ____________, ____


                    Signature

Signature Guaranteed:

     The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program) pursuant to
Securities and Exchange Commission Rule 17Ad-15.

                                       48
<PAGE>

            FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE -- continued

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

     The undersigned hereby certifies by checking the appropriate boxes that:

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

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

Dated: ___________, ____


                    Signature

Signature Guaranteed:

     The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program) pursuant to
Securities and Exchange Commission Rule 17Ad-15.

                                       49
<PAGE>

            FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE -- continued

                                     NOTICE
                                     ------

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

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<PAGE>

                                   EXHIBIT C
                                   ---------

                              SUMMARY OF TERMS OF

                           THE MICROSEMI CORPORATION

                            SHAREHOLDER RIGHTS PLAN

     On May 20, 1988, the Board of Directors of Microsemi Corporation (the
"Company") first approved a Shareholder Rights Plan.  The original Shareholder
Rights Plan, which had a 10-year term, expired. On November 28, 2000 the Board
of Directors of the Company approved  the present Shareholder Rights Plan (the
"Plan") and declared a dividend distribution of one Right for each outstanding
share of Microsemi Corporation Common Stock to stockholders of record on the
close of business on Friday, December 22, 2000 (the "Dividend Date").  Each
Right entitles the registered holder to purchase from the Company a unit
consisting of one one-thousandth of a share (a "Fractional Share Unit") of
Series A Junior Participating Preferred Stock, par value $1.00 per share (the
"Preferred Stock"), at a purchase price of $400.00 per Fractional Share, subject
to future adjustments in accordance with the Plan.  The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights Agreement") dated
December 22, 2000 between the Company and Mellon Investor Services, LLC, a New
Jersey limited liability company as Rights Agent.

          Certificates.  After the Dividend Date, the Rights will be attached to
all Common Stock certificates representing shares then outstanding, and no
separate Rights Certificates will be distributed.  Subject to extension by the
Board of Directors in certain circumstances, the Rights will separate from the
Common Stock and a distribution date (the "Distribution Date") will occur upon
the earlier of (i) 20 days following a public announcement that a Person or
group of affiliated or associated Persons (an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of 30% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date"); or (ii) 20
days following the commencement of a tender offer or exchange offer that would
result in a Person or group beneficially owning 30% or more of the outstanding
shares of Common Stock.  Current 20% stockholders (if any) would be excluded
from the definition of an Acquiring Person until such time as such Person or
group has acquired, or obtained the right to acquire, 30% or more of the
outstanding shares of Common Stock.  Also any Person who shall become the
Beneficial Owner of 20% or more of the outstanding shares of Common Stock solely
as a result of an acquisition by the Company of shares of Common Stock would be
excluded from the definition of Acquiring Person until such time thereafter as
such Person shall become the Beneficial Owner (other than by means of a stock
dividend or stock split) of any additional shares of Common Stock.  Until the
Distribution Date, (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates; (ii) new Common Stock certificates issued will contain a notation
incorporating the Rights Agreement by reference; and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate.

          Expiration and Exercise.  The Rights are not exercisable until the
Distribution Date and will expire at the close of business on December 21, 2010,
unless the Rights are extended or earlier redeemed by the Company as described
below.

                                       51
<PAGE>

          As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates will represent the Rights.  Except as otherwise determined by the
Board of Directors, only shares of Common Stock issued prior to the Distribution
Date will be issued with Rights.

          "Flip-In".  In the event that, at any time following the Dividend
Date, (i) the Company is the surviving corporation in a merger with an Acquiring
Person and its Common Stock is not changed or exchanged; (ii) an Acquiring
Person becomes the beneficial owner of more than 20% of the outstanding shares
of Common Stock; (iii) an Acquiring Person engages in one or more "self-dealing"
transactions as set forth in the Rights Agreement; or (iv) during such time as
there is an Acquiring Person, an event occurs which results in such Acquiring
Person's ownership interest being increased by more than 1% (e.g., a reverse
                                                             ----
stock split), each holder of a Right will thereafter have the right to receive,
upon exercise, Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the exercise
price of the Right.  Notwithstanding any of the foregoing, following the
occurrence of any of the "Flip-Over" events set forth in this paragraph, all
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void.  However, Rights are not exercisable following the occurrence of any of
the Flip-Over or Flip-In events set forth above until such time as the Rights
are no longer redeemable by the Company as set forth below.

          For example, at an exercise price of $400 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase $800
worth of Common Stock (or other consideration, as noted above) for $400.
Assuming that the Common Stock had a per share value of $40.00 at such time, the
holder of each valid Right would be entitled to purchase 20 shares of Common
Stock for $400.

          Permitted Offer.  A Permitted Offer does not trigger the
exercisability of the Rights.  A tender or exchange offer for all outstanding
Common Stock at a price and on terms determined by the Board of Directors prior
to the purchase to be adequate and in the best interests of the Company and its
stockholders (other than the Acquiring Person) is a Permitted Offer under the
Rights Agreement.  The term "Permitted Offer" also includes a  tender offer or
an exchange offer commenced on or after the Rights Dividend Record Date by a
bidder for all outstanding shares of Common Stock (i) that remains open for at
least 50 business days; (ii) pursuant to which the bidder together with its
Affiliates and Associates becomes the beneficial owner of 75% of the outstanding
shares of Common Stock immediately upon completion of such offer; (iii) if and
to the extent the consideration offered is cash, states that the bidder has
obtained written financing commitments from recognized financing sources, and/or
has on hand cash or cash equivalents, for the full amount of all financing
necessary to consummate such tender offer and pay all related fees and expenses;
(iv) if all or part of the consideration offered is securities, offers a
security that is to be issued by an entity that has a consolidated net worth at
least equal to that of the Company and its consolidated subsidiaries as of
September 30, 2000; and (v) states that as promptly as practicable following the
completion of such offer, the bidder will propose and seek to consummate a
merger of the Company with the bidder (or a subsidiary thereof) in which each
share of Common Stock not then owned by the bidder will be converted into the
same form and amount of consideration per share as that paid in such offer.  In
order to satisfy the requirements of clause (i) of this definition, if the
nature or amount of the consideration offered in such offer is changed after the
offer is commenced, the offer must remain open for at least 50 business days
from the date of such change; provided that the requirement of this

                                       52
<PAGE>

sentence shall not apply (a) if the consideration is increased after the offer
is commenced to an amount that equals or exceeds in value the consideration
offered in any other tender offer or exchange offer for shares of Common Stock
that is open at the time such increase is made and (b) such consideration is not
thereafter reduced.

          "Flip-Over".  In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a merger or other business
combination transaction in which the Company is not the surviving corporation;
or (ii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the exercise price of the Right.  The events set forth in this paragraph
and in the second preceding paragraph are referred to as the "Triggering
Events."

          Exchange Feature.  At any time after any Person becomes an Acquiring
Person and prior to the acquisition by such Person or group of 50% or more of
the outstanding Common Stock, the Board of Directors may exchange the Rights
(other than Rights owned by such Acquiring Person or group which will have
become void), in whole or in part, at an exchange rate of one share of Common
Stock (or a combination of cash, property, Common Stock or other securities
having an equal value) per Right (subject to adjustment).

          Adjustment for Dilution.  The purchase price payable, and the number
of Fractional Shares of Preferred Stock or other securities or property issuable
upon exercise of the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Stock; (ii) if holders of the
Preferred Stock are granted certain rights or warrants to subscribe for
Preferred Stock or convertible securities at less than the current market price
of the Preferred Stock; or (iii) upon the distribution to holders of the
Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above).

          With certain exceptions, no adjustment in the purchase price will be
required until cumulative adjustments amount to at least 1% of the purchase
price.  No fraction of a Fractional Share will be issued and, in lieu thereof,
an adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of exercise.

          Redemption.  At any time until twenty days following the Stock
Acquisition Date (subject to extension by the Directors), the Company may redeem
the Rights in whole, but not in part, at a price of $.00001 per Right.  Under
certain circumstances set forth in the Rights Agreement, the decision to redeem
shall require the concurrence of a majority of the Directors that such
redemption of the Rights is fair to the Company.  After the redemption period
has expired, the Company's right of redemption may be reinstated if an Acquiring
Person reduces his beneficial ownership to 20% or less of the outstanding shares
of the Common Stock in a transaction or series of transactions not involving the
Company.  Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.00001 redemption price.  Rights are
not exercisable while subject to redemption.

                                       53
<PAGE>

          Directors.  The term "Directors" means any member of the Board of
Directors of the Company.  Approval of a majority of Directors is an additional
requirement for an offer to be considered a Permitted Offer.

          No Rights as a 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.  While
the distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize taxable
income in the event that the Rights become exercisable for Common Stock (or
other consideration) of the Company or for common stock of the acquiring company
as set forth above.

          Amendments.  The Board of Directors of the Company prior to the
Distribution Date may amend any of the provisions of the Rights Agreement.
After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to make changes which do
not adversely affect the interests of holders of Rights (excluding the interests
of any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust the time period
                  --------
governing redemption shall be made at such time as the Rights are not
redeemable.

          Availability of Rights Agreement.  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 December 22, 2000.  A copy of the
Rights Agreement is available free of charge from the Company.  This Summary of
Terms of Shareholder Rights Plan does not purport to be complete and is
qualified in its entirety by reference to the definitive Rights Agreement and
the exhibits thereto, which are incorporated herein by this reference.

                                       54