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                                                                    EXHIBIT 4(b)



                              AMENDED AND RESTATED
                     SHAREHOLDER PROTECTION RIGHTS AGREEMENT


         AMENDED AND RESTATED SHAREHOLDER PROTECTION RIGHTS AGREEMENT (this
"Agreement"), dated effective August 26, 1991, and amended and restated
effective March 29, 2001, between GENTEX CORPORATION, a Michigan corporation
(the "Company"), and AMERICAN STOCK TRANSFER AND TRUST COMPANY, as Rights Agent
("Rights Agent"), which term shall include any successor Rights Agent hereunder;

         WHEREAS, the Board of Directors of the Company (a) authorized and
declared a dividend of one right ("Right") in respect of each share of Common
Stock (as hereinafter defined) held of record as of the close of business on
August 30, 1991 (the "Record Date") and (b) authorized the issuance of one Right
in respect of each share of Common Stock issued after the Record Date and prior
to the Separation Date (as hereinafter defined);

         WHEREAS, each Right entitles the holder thereof after the Separation
Date, to purchase securities of the Company (or, in certain cases, of certain
other entities) pursuant to the terms and subject to the conditions set forth
herein; and

         WHEREAS, the Company and the Rights Agent previously entered into an
agreement dated August 26, 1991, whereby the Company appointed the Rights Agent
to act on behalf of the Company, and the Rights Agent was willing so to act, in
connection with the issuance, transfer, exchange and replacement of Rights
Certificates (as hereinafter defined), the exercise of Rights and other matters
referred to therein; and

         WHEREAS, the Company and the Rights Agent are authorized to supplement
and amend such August 26, 1991 agreement between them pursuant to Section 5.4 of
said agreement, and as such amend and restate said agreement to continue the
Rights Agent acting on behalf of the Company in connection with the issuance,
transfer, exchange, and replacement of Rights Certificates, the exercise of
Rights and other matters referred to herein;

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

                         ARTICLE I - CERTAIN DEFINITIONS

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

         "Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates, is a Beneficial Owner of 15% or more of the
outstanding shares of Common Stock; provided, however, that the term "Acquiring
Person" shall not include (i) the Company, (ii) any Subsidiary of the Company,
(iii) any Person who shall become the Beneficial Owner of 15% or more of the
outstanding shares of Common Stock solely as a result of an acquisition by the
Company of shares of Common Stock, 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


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shares of Common Stock, and (iv) any such Person who has reported or is required
to report such ownership (but less than 20%) on Schedule 13G under the Exchange
Act (or any comparable or successor report) or on Schedule 13D under the
Exchange Act (or any comparable or successor report) which Schedule 13D does not
state any intention to or reserve the right to control or influence the
management or policies of the Company or engage in any of the actions specified
in Item 4 of such Schedule (other than the disposition of the Common Stock) and,
within 10 Business Days of being requested by the Company to advise it regarding
the same, certifies to the Company that such Person acquired shares of Common
Stock representing in excess of 14.9% of the outstanding Common Stock
inadvertently or without knowledge of the terms of the Rights and who, together
with all Affiliates and Associates, thereafter does not acquire additional
shares of Common Stock while the Beneficial Owner of 15% or more of the shares
of Common Stock then outstanding, provided, however, that if the Person
described in this clause (iv) is required to so certify and fails to do so
within 10 Business Days, then such Person shall become an Acquiring Person
immediately after such 10 Business Day period. Notwithstanding the foregoing, if
the Board of Directors of the Company determines in good faith that a Person who
would otherwise be an "Acquiring Person," as defined pursuant to the foregoing
provisions of this Agreement, has become such inadvertently, and such Person
divests as promptly as practicable a sufficient number of shares of Common Stock
so that such Person would no longer be an "Acquiring Person," as defined
pursuant to the foregoing provisions of this Agreement, then such Person shall
not be deemed an "Acquiring Person" for any purposes of this Agreement. The
determination of whether such a Person has become an Acquiring Person in an
inadvertent manner, and the determination of whether the divestment of
sufficient shares shall have been made as promptly as practicable after becoming
an inadvertent Acquiring Person, shall be made by a majority vote of the Board
of Directors of the Company.

         "Affiliate" and "Associate" shall have the respective meanings ascribed
to such terms in Rule 12b-2 under the Securities Exchange Act of 1934, as such
Rule is in effect on the date of this Agreement.

         A Person shall be deemed the "Beneficial Owner," and to have
"Beneficial Ownership," of, and to "Beneficially Own," any securities as to
which such Person or any of such Person's Affiliates or Associates is or may be
deemed to be the beneficial owner pursuant to Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934, as such Rules are in effect on the date of this
Agreement, as well as any securities as to which such Person or any of such
Person's Affiliates or Associates has the right to become Beneficial Owner
(whether such right is exercisable immediately or only after the passage of
time) pursuant to any agreement, arrangement or understanding, or upon the
exercise of conversion rights, exchange rights, rights (other than the Rights),
warrants or options, or otherwise; provided, however, that a Person shall not be
deemed the "Beneficial Owner," or to have "Beneficial Ownership," of, or to
"Beneficially Own," any security (i) solely because such security has been
tendered pursuant to a tender or exchange offer made by such Person or any of
such Person's Affiliates or Associates until such tendered security is accepted
for payment or exchange, (ii) solely because such Person or any of such Person's
Affiliates or Associates has or shares the power to vote or direct the voting of
such security pursuant to a revocable proxy given in response to a public proxy
or consent solicitation made pursuant to, and in accordance with, the applicable
rules and regulations under the Securities Exchange Act of 1934, except if such
power (or the arrangements relating thereto) is then reportable under Item 6 of
Schedule 13D under the Securities Exchange Act of 1934 (or any similar provision
of a comparable or successor report), (iii) solely because of the grant by the


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Company to such Person, in connection with the execution of an agreement to
acquire the Company, of options to acquire such security, or (iv) held for or
pursuant to the terms of any employee stock ownership or other employee benefit
plan of the Company or a majority-owned Subsidiary of the Company. For purposes
of this Agreement, in determining the percentage of the outstanding shares of
Common Stock with respect to which a Person is the Beneficial Owner, all shares
as to which such Person is deemed the Beneficial Owner shall be deemed
outstanding.

         "Business Day" shall mean any day other than a Saturday, Sunday or a
day on which banking institutions in New York, New York, or Zeeland, Michigan,
are generally authorized or obligated by law or executive order to close.

         "Close of Business" on any given date shall mean the time on such date
(or, if such date is not a Business Day, the time on the next succeeding
Business Day) at which the offices of the transfer agent for the Common Stock
(or, after the Separation Date, the offices of the Rights Agent) are closed to
the public.

         "Common Stock" shall mean the shares of Common Stock, $.06 par value,
of the Company.

         "Exercise Price" shall mean, as of any date, the price at which a
holder may purchase the securities issuable upon exercise of one whole Right.
Until adjustment thereof in accordance with the terms hereof, the Exercise Price
shall equal $110.00.

         "Expiration Date" shall mean the earlier of (i) the Redemption Time or
(ii) the close of business on March 29, 2011.

         "Flip-in Date" shall mean any Stock Acquisition Date which is not the
result of a Flip-over Transaction or Event or such later date (not beyond the
thirtieth day after such Stock Acquisition Date) as the Board of Directors of
the Company may from time to time fix by resolution adopted prior to the Flip-in
Date.

         "Flip-over Stock" of any Person shall mean the capital stock (or
similar equity interest) with the greatest voting power in respect of the
election of directors (or other Persons similarly responsible for the direction
of the business and affairs) of such Person or, if such Person is a Subsidiary
of another Person, the Person or Persons which ultimately controls such
first-mentioned Person.

         "Flip-over Transaction or Event" shall mean a transaction or series of
transactions after the time when an Acquiring Person has become such in which,
directly or indirectly, (i) the Company shall consolidate with or merge with or
into the Acquiring Person or any other Person acting together in any respect
with the Acquiring Person, or the Acquiring Person or any other Person acting
together in any respect with the Acquiring Person shall merge with or into the
Company, (ii) the Company shall sell or otherwise transfer (or one or more of
its Subsidiaries shall sell or otherwise transfer) assets (A) aggregating more
than 50% of the assets (measured by either book value or fair market value) or
(B) generating more than 50% of the operating income or cash flow, of the
Company and its Subsidiaries (taken as a whole) to the Acquiring Person or any
other Person acting together in any respect with the Acquiring Person (provided
that for purposes of clauses (i) and (ii), but without limitation, a Person
shall be deemed to be acting

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together in any respect with an Acquiring Person if such Person enters into any
transaction of the type described in clause (i) or (ii) within one year after
the time the Acquiring Person has become such, unless (x) such transaction was
initiated by the Company and (y) the Acquiring Person or any Person acting
together in any respect with the Acquiring Person has not acquired control of
the Board of Directors of the Company), (iii) any Acquiring Person shall (A)
sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise acquire
or dispose of, to, from, or with, as the case may be, the Company or any of its
Subsidiaries, over any period of 12 consecutive calendar months, assets or
liabilities (x) having an aggregate fair market value of more than $50,000,000,
or (y) on terms and conditions less favorable to the Company than the Company
would be able to obtain through arms-length negotiations with an unaffiliated
third party, (B) receive any compensation for services from the Company or any
of its 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 (C) receive the benefit, directly or
indirectly (except proportionately as a shareholder), over any period of 12
consecutive calendar months, of any loans, advances, guarantees, pledges,
insurance, reinsurance or other financial assistance or any tax credits or other
tax advantage provided by the Company or any of its Subsidiaries involving an
aggregate principal amount in excess of $50,000,000, or an aggregate cost or
transfer of benefits from the Company or any of its Subsidiaries in excess of
$50,000,000 or, in any case, on terms and conditions less favorable to the
Company than the Company would be able to obtain through arms-length
negotiations with a third party, or (iv) as a result of 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 (whether or not
with or into or otherwise involving an Acquiring Person), the proportionate
share of the outstanding shares of any class of equity or convertible securities
of the Company or any of its Subsidiaries which is directly or indirectly owned
by any Acquiring Person is increased by more than 1%. For purposes of the
foregoing description, the term "Acquiring Person" shall include any Acquiring
Person and its Affiliates and Associates (other than the Company, a wholly owned
Subsidiary of the Company or an employee stock ownership or other employee
benefit plan of the Company or a wholly owned Subsidiary of the Company),
counted together as a single Person.

         "Junior Preferred Stock" shall mean the series of Junior Participating
Preferred Stock, without par value, of the Company created by a Certificate of
Adoption of Resolution establishing a series of shares of preferred stock of the
Company in substantially the form set forth in Exhibit B hereto appropriately
completed.

         "Market Price" per share of any security on any date (the
"Determination Date") shall mean the arithmetic average of the daily closing
prices per share of such security (determined as described below) on each of the
20 consecutive Trading Days through and including the Trading Day immediately
preceding the Determination Date; provided, however, that if an event of a type
analogous to any of the events described in Section 2.4 hereof shall have caused
the closing price on one or more Trading Days during such period of 20 Trading
Days not to be fully comparable with the closing price on the Determination
Date, each such closing price so used shall be appropriately adjusted in order
to make it fully comparable with the closing price on the Determination Date.
The closing price per share of any security on any date shall be the last
reported sale price, regular way, or, in case no such sale takes place or is
reported on such date, the average of the closing bid and asked prices, regular
way, for such security, in either case as reported in the principal consolidated
transaction reporting system with respect to securities


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listed or admitted to trading on the New York Stock Exchange, Inc. or, if such
security is not listed or admitted to trading on the New York Stock Exchange,
Inc., as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which such security is listed or admitted to trading or, if such security is
not listed or admitted to trading on any national securities exchange, as
reported by the National Association of Securities Dealers, Inc. Automated
Quotation System ("NASDAQ") or such other self-regulatory organization or
registered securities information processor (as such terms are used under the
Securities Exchange Act of 1934) as then reports trading information concerning
such security, or, if on any such date such security is not listed or admitted
to trading on any national securities exchange or quoted by any such
organization, the average of the closing bid and asked prices as furnished by
any registered securities dealer that is a market maker (as such term is used
under the Securities Exchange Act of 1934) in such security and which is
selected by the Board of Directors of the Company; provided, however, that if on
any such date such security is not listed or admitted to trading on a national
securities exchange or traded in the over-the-counter market, the closing price
of such security on such date shall mean the fair value of such security on such
date as determined in good faith by the Board of Directors of the Company, after
consultation with a nationally recognized investment banking firm, and set forth
in a certificate delivered to the Rights Agent.

         "Person" shall mean any individual, firm, partnership, association,
group (as such term is used in Rule 13d-5 under the Securities Exchange Act of
1934, as such Rule is in effect on the date of this Agreement), corporation, or
other entity.

         "Record Date" shall mean August 30, 1991.

         "Redemption Price" shall mean an amount equal to $0.005.

         "Redemption Time" shall mean the time at which the right to exercise
the Rights shall terminate pursuant to Section 5.1 hereof.

         "Separation Date" shall mean the close of business on the earlier of
(i) the later of (A) the tenth day after the date on which any Person (other
than the Company, a majority-owned Subsidiary of the Company or an employee
stock ownership or other employee benefit plan of the Company or of a
majority-owned Subsidiary of the Company) commences a tender or exchange offer
which, if consummated, would result in such Person's becoming an Acquiring
Person, or (B) such later date as the Board of Directors of the Company may from
time to time fix by resolution adopted prior to the Separation Date, or (ii) the
Flip-in Date; provided that, if the foregoing results in the Separation Date
being prior to the Record Date, the Separation Date shall be the Record Date and
provided further that, if any tender or exchange offer referred to in clause (i)
of this definition is cancelled, terminated or otherwise withdrawn prior to the
Separation Date, such offer shall be deemed, for purposes of this definition,
never to have been made. Notwithstanding the foregoing, any tender or exchange
offer referred to in clause (i) of this definition that has been approved by the
Board of Directors of the Company prior to such offer being made to the
Company's shareholders, shall not cause the occurrence of a Separation Date.

         "Stock Acquisition Date" shall mean the first date of public
announcement by the Company (by any means) or by an Acquiring Person (by means
of filing a Schedule l3D under

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the Securities Act of 1934 [or any comparable or successor report or schedule]
or an amendment thereto) that an Acquiring Person has become such.

         "Subsidiary" of any specified Person shall mean any corporation or
other entity of which a majority of the voting power of the equity securities
ordinarily having voting power in respect of the election of directors (or other
Persons similarly responsible for the direction of the business and affairs) of
such corporation or other entity, or a majority of the equity interest is
Beneficially Owned, directly or indirectly, by such Person.

         "Trading Day," when used with respect to any security, shall mean a day
on which the New York Stock Exchange, Inc. is open for the transaction of
business or, if such security is not listed or admitted to trading on the New
York Stock Exchange, Inc., a day on which the principal national securities
exchange on which such security is listed or admitted to trading is open for the
transaction of business or, if such security is not listed or admitted to
trading on any national securities exchange, a Business Day.

                             ARTICLE II - THE RIGHTS

         2.1 Continuation of Rights Agent. The Company hereby approves the
Rights Agent continuing to act as agent for the Company and the Rights Agent
hereby agrees to continue as an agent for the Company and the holders of Rights.

         2.2 Legend on Common Stock Certificates. Certificates for the Common
Stock issued after the Record Date but prior to the Separation Date shall
evidence one Right for each share of Common Stock represented thereby and shall
have impressed on, printed on, written on or otherwise affixed to them the
following legend (or any other legend as shall be approved from time to time by
the Board of Directors of the Company):

         Until the Separation Date (as defined in the Rights Agreement referred
         to below), this certificate also evidences and entitles the holder
         hereof to certain Rights as set forth in a Rights Agreement, dated as
         of August 26, 1991, as amended and restated effective March 29, 2001
         (as such may be amended from time to time, the "Rights Agreement"),
         between Gentex Corporation (the "Company") and American Stock Transfer
         & Trust Company, as Rights Agent, the terms of which are hereby
         incorporated herein by reference and a copy of which is on file at the
         principal executive offices of the Company. Under certain
         circumstances, as set forth in the Rights Agreement, such Rights may be
         redeemed, may be exchanged for shares of Common Stock or other
         securities or assets of the Company, may expire, may become void (if
         they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate
         or Associate thereof, as such terms are defined in the Rights
         Agreement, or by any transferee of any of the foregoing) or may be
         evidenced by separate certificates and may no longer be evidenced by
         this certificate. The Company will mail or arrange for the mailing of a
         copy of the Rights Agreement to the holder of this certificate without
         charge within five days after the receipt of a written request
         therefor.

Certificates representing shares of Common Stock that are issued and outstanding
at the Record Date shall evidence one Right for each share of Common Stock
evidenced thereby

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notwithstanding the absence of the foregoing legend, and notwithstanding other
legends than the above legend.

         2.3 Exercise of Rights; Separation of Rights.

                  (a) Subject to adjustment as herein set forth, each Right will
         entitle the holder thereof, after the Separation Date, to purchase, for
         the Exercise Price, one one-hundredth of a share of Junior Preferred
         Stock.

                  (b) Until the Separation Date, (i) no Right may be exercised
         and (ii) each Right will be evidenced by the certificate for the
         associated share of Common Stock and will be transferable only together
         with, and will be transferred by a transfer of, such associated share.
         Notwithstanding any other provision of this Agreement, any Rights held
         by the Company or any of its Subsidiaries other than in a fiduciary
         capacity shall not be exercisable. Nothing in the preceding sentence
         shall be construed as limiting the right of the Company and it
         Subsidiaries to acquire or transfer Rights.

                  (c) Subject to the terms and conditions herein set forth,
         after the Separation Date and prior to the Expiration Date, the Rights
         (i) may be exercised and (ii) may be transferred independently of the
         shares of Common Stock in respect of which they were originally issued.
         Promptly following the Separation Date, the Rights Agent will mail to
         each holder of record of Common Stock as of the Separation Date, at
         such holder's address as shown by the records of the Company (the
         Company hereby agreeing to furnish copies of such records to the Rights
         Agent for this purpose), (x) a certificate (a "Rights Certificate") in
         substantially the form of Exhibit A hereto appropriately completed,
         representing the number of Rights held by such holder at the Separation
         Date and having such marks of identification or designation and such
         legends, summaries or endorsements printed thereon as the Company may
         deem appropriate and as are not inconsistent with the provisions of
         this Agreement, or as may be required to comply with any law or with
         any rule or regulation made pursuant thereto or with any rule or
         regulation of any national securities exchange or other self-regulatory
         organization (as such terms are used under the Securities Exchange Act
         of 1934) on which the Rights may from time to time be listed or through
         which the Rights may from time to time be traded, or to conform to
         usage, and (y) a disclosure statement describing the Rights.

                  (d) Subject to Sections 2.3(b) and 5.10, Rights may be
         exercised on any Business Day after the Separation Date and prior to
         the Expiration Date by submitting to the Rights Agent the Rights
         Certificate evidencing such Rights with an Election to Exercise (an
         "Election to Exercise") substantially in the form attached to the
         Rights Certificate duly completed, accompanied by payment in cash, or
         by certified or official bank check or money order payable to the order
         of the Company, of a sum equal to the Exercise Price multiplied by the
         number of Rights being exercised together with a sum sufficient to
         cover any transfer tax or charge which may be payable in respect of any
         transfer involved in the transfer or delivery of Rights Certificates or
         the issuance or delivery of certificates for shares or depositary
         receipts (or both) in a name other than that of the holder of the
         Rights being exercised.


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                  (e) Upon receipt of a Rights Certificate, with an Election to
         Exercise accompanied by payment as set forth in Section 2.3(d) above,
         and subject to the conditions set forth in this Agreement, the Rights
         Agent will thereupon promptly (i) (A) requisition from a transfer agent
         for the stock or other securities purchasable upon exercise of the
         Rights certificates evidencing such number of shares or other
         securities to be purchased (the Company hereby irrevocably authorizing
         its transfer agents to comply with all such requisitions) and (B) if
         the Company elects pursuant to Section 5.5 hereof not to issue
         certificates representing fractional shares, requisition from the
         depositary selected by the Company depositary receipts representing the
         fractional shares to be purchased or requisition from the Company the
         amount of cash to be paid in lieu of fractional shares in accordance
         with Section 5.5 hereof and (ii) after receipt of such certificates,
         depositary receipts and/or cash, deliver the same to or upon the order
         of the registered holder of such Rights Certificate, registered (in the
         case of certificates or depositary receipts) in such name or names as
         may be designated by such holder.

                  (f) In case the holder of any Rights shall exercise less than
         all the Rights evidenced by such holder's Rights Certificate, a new
         Rights Certificate evidencing the Rights remaining unexercised will be
         issued by the Rights Agent to such holder or to such holder's duly
         authorized assigns.

                  (g) The Company covenants and agrees that it will (i) cause to
         be kept available until the Expiration Date out of its authorized and
         unissued shares of capital stock a number of shares of preferred stock
         that will be sufficient to permit the creation and establishment of the
         Junior Preferred Stock and the exercise in full of all outstanding
         Rights; (ii) immediately upon the occurrence of the Separation Date,
         file with the Michigan Department of Consumer & Industry Services a
         Certificate of Adoption of Resolution establishing a series of shares
         in substantially the form set forth in Exhibit B hereto and take all
         such further action as may be necessary to create and establish the
         Junior Preferred Stock; (iii) take all such action as may be necessary
         to ensure that all shares delivered upon exercise of Rights shall, at
         the time of delivery thereof (subject to payment of the Exercise
         Price), be duly and validly authorized, executed, issued and delivered
         and fully paid and nonassessable; (iv) take all such action as may be
         necessary to ensure that all securities other than shares delivered
         upon exercise of Rights shall, at the time of delivery thereof (subject
         to payment of the Exercise Price), be duly and validly authorized,
         executed, issued and delivered and valid and binding obligations of the
         issuer thereof; (v) take all such action as may be necessary to comply
         with any applicable requirements of the Securities Act of 1933 or the
         Securities Exchange Act of 1934, and the rules and regulations
         thereunder, and any other applicable law, rule or regulation, in
         connection with the issuance of any shares upon exercise of Rights;
         (vi) use its best efforts to cause all shares and other securities
         issued upon exercise of Rights to be listed on a national securities
         exchange or traded in the over-the-counter market, as reported by
         NASDAQ or another self-regulatory organization or registered securities
         information processor (as such terms are used under the Securities
         Exchange Act of 1934), upon issuance; and (vii) pay when due and
         payable any and all federal and state transfer taxes and charges which
         may be payable in respect of the original issuance or delivery of the
         Rights Certificates or of any shares issued upon the exercise of
         Rights, provided that the Company shall not be required to pay any
         transfer tax or charge which may be payable in respect of any transfer
         involved in the transfer or delivery of Rights


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         Certificates or the issuance or delivery of certificates for shares in
         a name other than that of the holder of the Rights being transferred or
         exercised.

         2.4 Adjustments to Exercise Price; Number of Rights.

                  (a) In the event the Company shall at any time after the
         Record Date and prior to the Separation Date (i) declare or pay a
         dividend on Common Stock payable in Common Stock, (ii) subdivide the
         outstanding Common Stock or (iii) combine the outstanding Common Stock
         into a smaller number of shares of Common Stock, (x) the Exercise Price
         in effect after such adjustment will be equal to the Exercise Price in
         effect immediately prior to such adjustment divided by the number of
         shares of Common Stock (the "Expansion Factor") that a holder of one
         share of Common Stock immediately prior to such dividend, subdivision
         or combination would hold thereafter as a result thereof and (y) each
         Right held prior to such adjustment will become that number of Rights
         equal to the Expansion Factor, and the adjusted number of Rights will
         be deemed to be distributed among the shares of Common Stock with
         respect to which the original Rights were associated (if they remain
         outstanding) and the shares issued in respect of such dividend,
         subdivision or combination, so that each such share of Common Stock
         will have exactly one Right associated with it. Each adjustment made
         pursuant to this paragraph shall be made as of the payment or effective
         date for the applicable dividend, subdivision or combination.

                  In the event the Company shall at any time after the Record
         Date and prior to the Separation Date issue any shares of Common Stock
         otherwise than in a transaction referred to in the preceding paragraph,
         each such share of Common Stock so issued shall automatically have one
         new Right associated with it, which Right shall be evidenced by the
         certificate representing such share.

                  (b) In the event the Company shall at any time after the
         Record Date and prior to the Separation Date issue or distribute any
         securities or assets in respect of, in lieu of or in exchange for
         Common Stock (other than pursuant to a regular periodic cash dividend
         or a dividend paid solely in Common Stock) whether by dividend, in a
         reclassification or recapitalization (including any such transaction
         involving a merger, consolidation or binding share exchange), or
         otherwise, the Company shall make such adjustments, if any, in the
         Exercise Price, number of Rights and/or securities or other property
         purchasable upon exercise of Rights as the Board of Directors of the
         Company, in its sole discretion, may deem to be appropriate under the
         circumstances in order to adequately protect the interests of the
         holders of Rights generally, and the Company and the Rights Agent shall
         amend this Agreement as necessary to provide for such adjustments.

                  (c) Each adjustment to the Exercise Price made pursuant to
         this Section 2.4 shall be calculated to the nearest cent. Whenever an
         adjustment to the Exercise Price is made pursuant to this Section 2.4,
         the Company shall (i) promptly prepare a certificate setting forth such
         adjustment and a brief statement of the facts accounting for such
         adjustment, (ii) promptly file with the Rights Agent and with each
         transfer agent for the Common Stock a copy of such certificate and
         (iii) mail a brief summary thereof to each holder of Rights.


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                  (d) Irrespective of any adjustment or change in the securities
         purchasable upon exercise of the Rights, the Rights Certificates
         theretofore and thereafter issued may continue to express the
         securities so purchasable which were expressed in the initial Rights
         Certificates issued hereunder.

         2.5 Date on Which Exercise is Effective. Each person in whose name any
certificate for shares is issued upon the exercise of Rights shall for all
purposes be deemed to have become the holder of record of the shares 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
Exercise Price for such Rights (and any applicable taxes and other governmental
charges payable by the exercising holder hereunder) was made; provided, however,
that if the date of such surrender and payment is a date upon which the stock
transfer books of the Company are closed, such person shall be deemed to have
become the record holder of such shares on, and such certificate shall be dated,
the next succeeding Business Day on which the stock transfer books of the
Company are open.

         2.6 Execution, Authentication, Delivery and Dating of Rights
Certificates.

                  (a) The Rights Certificates shall be executed on behalf of the
         Company by its Chairman of the Board, Chief Executive Officer,
         President, or one of its Vice Presidents, and by its Secretary or
         Treasurer. The signature of any of these officers on the Rights
         Certificates may be manual or facsimile.

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

                  Promptly after the Company learns of the Separation Date, the
         Company will notify the Rights Agent of such Separation Date and will
         deliver Rights Certificates executed by the Company to the Rights Agent
         for countersignature, and the Rights Agent shall manually countersign
         and deliver such Rights Certificates to the holders of the Rights
         pursuant to Section 2.3(c) hereof. No Rights Certificate shall be valid
         for any purpose until manually countersigned by the Rights Agent.

         (b) Each Rights Certificate shall be dated the date of countersignature
thereof.

         2.7 Registration, Registration of Transfer and Exchange.

                  (a) After the Separation Date, the Company will cause to be
         kept a register (the "Rights Register") in which, subject to such
         reasonable regulations as it may prescribe, the Company will provide
         for the registration and transfer of Rights. The Rights Agent is hereby
         appointed "Rights Registrar" for the purpose of maintaining the Rights
         Register for the Company and registering Rights and transfers of Rights
         after the Separation Date as herein provided. In the event that the
         Rights Agent shall cease to be the Rights Registrar, the Rights Agent
         will have the right to examine the Rights Register at all reasonable
         times after the Separation Date.


                                       10
<PAGE>   11

                  After the Separation Date and prior to the Expiration Date,
         upon surrender for registration of transfer or exchange of any Rights
         Certificate, and subject to the provisions of Section 2.7(c) below, the
         Company will execute, and the Rights Agent will countersign and
         deliver, in the name of the holder or the designated transferee or
         transferees, as required pursuant to the holder's instructions, one or
         more new Rights Certificates evidencing the same aggregate number of
         Rights as did the Rights Certificate so surrendered.

                  (b) Except as otherwise provided in Section 3.1(b) hereof, all
         Rights issued upon any registration, transfer, or exchange of Rights
         Certificates shall be the valid obligations of the Company, and such
         Rights shall be entitled to the same benefits under this Agreement as
         the Rights surrendered upon such registration of transfer or exchange.

                  (c) Every Rights Certificate surrendered for registration of
         transfer or exchange shall be duly endorsed, or be accompanied by a
         written instrument of transfer in form satisfactory to the Company or
         the Rights Agent, as the case may be, duly executed by the holder
         thereof or such holder's attorney duly authorized in writing. As a
         condition to the issuance of any new Rights Certificate under this
         Section 2.7, the Company may require the payment of a sum sufficient to
         cover any tax or other governmental charge that may be imposed in
         relation thereto.

                  (d) The Company shall not be required to register the transfer
         or exchange of any Rights after the Rights have been redeemed under
         Section 5.1 hereof or become void pursuant to Section 3.1(b) hereof.

         2.8 Mutilated, Destroyed, Lost and Stolen Rights Certificates.

                  (a) If any mutilated Rights Certificate is surrendered to the
         Rights Agent prior to the Expiration Date, the Company shall execute
         and the Rights Agent shall countersign and deliver in exchange therefor
         a new Rights Certificate evidencing the same number of Rights as did
         the Rights Certificate so surrendered.

                  (b) If there shall be delivered to the Company and the Rights
         Agent prior to the Expiration Date (i) evidence to their satisfaction
         of the destruction, loss or theft of any Rights Certificate and (ii)
         such security or indemnity as may be required by them to save each of
         them and any of their agents harmless, then, in the absence of notice
         to the Company or the Rights Agent that such Rights Certificate has
         been acquired by a bona fide purchaser, the Company shall execute and
         upon its request the Rights Agent shall countersign and deliver, in
         lieu of any such destroyed, lost or stolen Rights Certificate, a new
         Rights Certificate evidencing the same number of Rights as did the
         Rights Certificate so destroyed, lost or stolen.

                  (c) As a condition to the issuance of any new Rights
         Certificate under this Section 2.8, the Company may require the payment
         of a sum sufficient to cover any tax or other governmental charge that
         may be imposed in relation thereto and any other expenses (including
         the fees and expenses of the Rights Agent) connected therewith.


                                       11
<PAGE>   12

                  (d) Every new Rights Certificate issued pursuant to this
         Section 2.8 in lieu of any destroyed, lost or stolen Rights Certificate
         shall evidence an original additional contractual obligation of the
         Company, whether or not the destroyed, lost or stolen Rights
         Certificate shall be at any time enforceable by anyone, and shall be
         entitled to all the benefits of this Agreement equally and
         proportionately with any and all other Rights duly issued hereunder.

         2.9 Persons Deemed Owners. Prior to due presentment of a Rights
Certificate (or, prior to the Separation Date, the associated Common Stock
certificate) for registration of transfer, the Company, the Rights Agent and any
agent of the Company or the Rights Agent may deem and treat the person in whose
name such Rights Certificate (or, prior to the Separation Date, such Common
Stock certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby for all purposes whatsoever, and neither the Company nor the
Rights Agent shall be affected by any notice to the contrary. As used in this
Agreement, unless the context otherwise requires, the term "holder" of any
Rights shall mean the registered holder of such Rights (or, prior to the
Separation Date, the associated shares of Common Stock).

         2.10 Delivery and Cancellation of Certificates. All Rights Certificates
surrendered upon exercise or for redemption, registration of transfer or
exchange shall, if surrendered to any person other than the Rights Agent, be
delivered to the Rights Agent and, in any case, shall be promptly cancelled by
the Rights Agent. The Company may at any time deliver to the Rights Agent for
cancellation any Rights Certificates previously countersigned and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Rights Certificates so delivered shall be promptly cancelled by the Rights
Agent. No Rights Certificates shall be countersigned in lieu of or in exchange
for any Rights Certificates cancelled as provided in this Section 2.10, except
as expressly permitted by this Agreement. The Rights Agent shall return all
cancelled Rights Certificates to the Company.

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

                  (a) prior to the Separation Date, each Right will be
         transferable only together with, and will be transferred by a transfer
         of, the associated share of Common Stock;

                  (b) after the Separation Date, the Rights Certificates will be
         transferable only on the Rights Register as provided herein;

                  (c) prior to due presentment of a Rights Certificate (or,
         prior to the Separation Date, the associated Common Stock certificate)
         for registration of transfer, the Company, the Rights Agent and any
         agent of the Company or the Rights Agent may deem and treat the person
         in whose name the Rights Certificate (or, prior to the Separation Date,
         the associated Common Stock certificate) is registered as the absolute
         owner thereof and of the Rights evidenced thereby for all purposes
         whatsoever, and neither the Company nor the Rights Agent shall be
         affected by any notice to the contrary;

                  (d) Rights beneficially owned by certain Persons will, under
         the circumstances set forth in Section 3.1(b), become void; and


                                       12
<PAGE>   13

                  (e) this Agreement may be supplemented or amended from time to
         time pursuant to Section 2.4(b) or 5.4 hereof.

              ARTICLE III - ADJUSTMENTS TO THE RIGHTS IN THE EVENT
                             OF CERTAIN TRANSACTIONS

         3.1 Flip-in.

                  (a) In the event that prior to the Expiration Date a Flip-in
         Date shall occur, then, if applicable law permits Rights owned by
         certain Persons referred to in Section 3.1(b) hereof to become void
         pursuant to the provisions thereof, the Company shall take such action
         as shall be necessary to ensure and provide that, except as provided
         below, each Right shall constitute the right to purchase from the
         Company, upon exercise thereof in accordance with the terms hereof (but
         subject to Section 5.10 hereof), that number of shares of Common Stock
         having an aggregate Market Price on the Stock Acquisition Date equal to
         twice the Exercise Price for an amount in cash equal to the Exercise
         Price (such right to be appropriately adjusted in order to protect the
         interests of the holders of Rights generally in the event that on or
         after such Stock Acquisition Date an event of a type analogous to any
         of the events described in Section 2.4(a) or (b) shall have occurred
         with respect to the Common Stock).

                  (b) Notwithstanding the foregoing, to the extent permitted by
         applicable law, any Rights that are or were Beneficially Owned on or
         after the Stock Acquisition Date by an Acquiring Person or an Affiliate
         or Associate thereof or by any transferee, direct or indirect, of any
         of the foregoing shall become void and any holder of such Rights
         (including transferees) shall thereafter have no right to exercise or
         transfer such Rights. If any Rights Certificate is presented for
         assignment or exercise and the Person presenting the same does not
         complete the certification set forth at the end of the form of
         assignment or notice of election to exercise and provide such
         additional evidence of the identity of the Beneficial Owner and its
         Affiliates and Associates (or former Beneficial Owners and their
         Affiliates and Associates) as the Company shall reasonably request,
         then the Company shall be entitled to conclusively deem the Beneficial
         Owner thereof to be an Acquiring Person or an Affiliate or Associate
         thereof or a transferee of any of the foregoing and accordingly will,
         to the extent permitted by applicable law, deem the Rights evidenced
         thereby to be void and not transferable or exercisable.

                  (c) The Board of Directors of the Company may, at its option,
         at any time after a Flip-in Date and prior to the time that an
         Acquiring Person becomes the Beneficial Owner of more than 50% of the
         outstanding shares of Common Stock, but only if applicable law permits
         Rights owned by certain Persons referred to in Section 3.1(b) hereof to
         become void pursuant to the provisions thereof, elect to exchange all
         (but not less than all) the then outstanding Rights (which shall not
         include Rights that have become void pursuant to the provisions of
         Section 3.1(b)) for shares of Common Stock at an exchange ratio of one
         share of Common Stock per Right, appropriately adjusted in order to
         protect the interests of holders of Rights generally in the event that
         after the Separation Date an event of a type analogous to any of the
         events described in Section


                                       13
<PAGE>   14

         2.4(a) or (b) shall have occurred with respect to the Common Stock
         (such exchange ratio, as adjusted from time to time, being hereinafter
         referred to as the "Exchange Ratio").

                  Immediately upon the action of the Board of Directors of the
         Company electing to exchange the Rights, without any further action and
         without any notice, the right to exercise the Rights will terminate and
         each Right will thereafter represent only the right to receive a number
         of shares of Common Stock equal to the Exchange Ratio. Promptly after
         the action of the Board of Directors electing to exchange the Rights,
         the Company shall give notice thereof (specifying the steps to be taken
         to receive shares of Common Stock in exchange for Rights) to the Rights
         Agent and the holders of the then outstanding Rights by mailing such
         notice in accordance with Section 5.9.

                  (d) Whenever the Company shall become obligated under Section
         3.1(a) or (c) to issue shares of Common Stock upon exercise of or in
         exchange for Rights, the Company, at its option, may substitute
         therefor shares of Junior Preferred Stock, at a ratio of one
         one-hundredth of a share of Junior Preferred Stock for each share of
         Common Stock so issuable.

                  (e) In the event that there shall not be sufficient treasury
         shares or authorized but unissued shares of Common Stock or Junior
         Preferred Stock of the Company to permit the exercise or exchange in
         full of the Rights in accordance with Section 3.1(a) or (c), the
         Company shall either (i) cause sufficient additional shares to be
         authorized (provided that if such authorization is not obtained, the
         Company will take the action specified in clause (ii) of this sentence)
         or (ii) take such action as shall be necessary to ensure and provide,
         to the extent permitted by applicable law and any agreements or
         instruments in effect on the Stock Acquisition Date to which it is a
         party, that each Right shall thereafter constitute the right to
         receive, (x) at the Company's option, either (A) in return for the
         Exercise Price, debt or equity securities or other assets (or a
         combination thereof) having a fair value equal to twice the Exercise
         Price, or (B) without payment of consideration (except as otherwise
         required by applicable law), debt or equity securities or other assets
         (or a combination thereof) having a fair value equal to the Exercise
         Price, or (y) if the Board of Directors of the Company elects to
         exchange the Rights in accordance with Section 3.1(c), debt or equity
         securities or other assets (or a combination thereof) having a fair
         value equal to the product of the Market Price of a share of Common
         Stock on the Flip-in Date times the Exchange Ratio in effect on the
         Flip-in Date, where in any case set forth in (x) or (y) above the fair
         value of such debt or equity securities or other assets shall be as
         determined in good faith by the Board of Directors of the Company,
         after consultation with a nationally recognized investment banking
         firm.

         3.2 Flip-over.

                  (a) Prior to the Expiration Date the Company shall not enter
         into any agreement with any Acquiring Person with respect to, or
         consummate or permit to occur, any Flip-over Transaction or Event,
         unless and until it shall have entered into a supplemental agreement
         with the Person engaging in such Flip-over Transaction or Event (the
         "Flip-over Entity") for the benefit of the holders of the Rights,
         providing that, upon consummation or occurrence of the Flip-over
         Transaction or Event (i) each Right shall thereafter constitute the
         right to purchase from the Flip-over Entity, upon exercise thereof


                                       14
<PAGE>   15

         in accordance with the terms hereof, that number of shares of Flip-over
         Stock of the Flip-over Entity having an aggregate Market Price on the
         date of consummation or occurrence of such Flip-over Transaction or
         Event equal to twice the Exercise Price for an amount in cash equal to
         the Exercise Price (such right to be appropriately adjusted in order to
         protect the interests of the holders of Rights generally in the event
         that after such date of consummation or occurrence an event of a type
         analogous to any of the events described in Section 2.4(a) or (b) shall
         have occurred with respect to the Flip-over Stock) and (ii) the
         Flip-over Entity shall thereafter be liable for, and shall assume, by
         virtue of such Flip-over Transaction or Event and such supplemental
         agreement, all the obligations and duties of the Company pursuant to
         this Agreement. The provisions of this Section 3.2 shall apply to
         successive Flip-over Transactions or Events.

                  (b) Prior to the Expiration Date, unless the Rights will be
         redeemed pursuant to Section 5.1 hereof in connection therewith, the
         Company shall not enter into any agreement with respect to, or
         consummate or permit to occur, any Flip-over Transaction or Event if at
         the time thereof there are any rights, warrants or securities
         outstanding or any other arrangements, agreements or instruments which
         would eliminate or otherwise diminish in any respect the benefits
         intended to be afforded by this Rights Agreement to the holders of
         Rights upon consummation or occurrence of such transaction or event.

                          ARTICLE IV - THE RIGHTS AGENT

         4.1 General.

                  (a) 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 agrees to pay to the Rights Agent reasonable compensation as
         shall be agreed to in writing from time to time for all services
         rendered by it hereunder and, from time to time, on demand of the
         Rights Agent, its reasonable expenses (including expenses incurred by
         the Rights Agent under Section 4.4) and counsel fees and other
         disbursements incurred in the administration and execution of this
         Agreement and the exercise and performance of its duties hereunder. The
         Company also agrees to indemnify the Rights Agent for, and to hold it
         harmless against, any loss, liability, or expense, incurred without
         negligence, bad faith or willful misconduct on the part of the Rights
         Agent, for anything done or omitted by the Rights Agent in connection
         with the acceptance and administration of this Agreement, including the
         costs and expenses of defending against any claim of liability.

                  (b) The Rights Agent shall be protected and shall incur no
         liability for or in respect of any action taken, suffered or omitted by
         it in connection with its administration of this Agreement in reliance
         upon any certificate for securities purchasable upon exercise of
         Rights, Rights Certificate, certificate 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.



                                       15
<PAGE>   16



         4.2 Merger or Consolidation or Change of Name of Rights Agent.

                  (a) Any corporation into which the Rights Agent or any
         successor Rights Agent may be merged or with which it may be
         consolidated, or any corporation resulting from any merger or
         consolidation to which the Rights Agent or any successor Rights Agent
         is a party, or any corporation succeeding to the shareholder services
         business of the Rights Agent or any successor Rights Agent, will be the
         successor to the Rights Agent under this Agreement without the
         execution or filing of any paper or any further act on the part of any
         of the parties hereto, provided that such corporation would be eligible
         for appointment as a successor Rights Agent under the provisions of
         Section 4.4 hereof. In case, at the time such successor Rights Agent
         succeeds to the agency created by this Agreement, any of the Rights
         Certificates have been countersigned but not delivered, any such
         successor Rights Agent may adopt the countersignature of the
         predecessor Rights Agent and deliver such Rights Certificates so
         countersigned; and in case at that time any of the Rights Certificates
         have not been countersigned, any successor Rights Agent may countersign
         such Rights Certificates either in the name of the predecessor Rights
         Agent or in the name of the successor Rights Agent; and in all such
         cases such Rights Certificates will 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 is
         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.

         4.3 Duties of Rights Agent. The Rights Agent undertakes the duties and
obligations imposed by this Agreement upon the following terms and conditions,
by all of which the Company and the holders of 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 opinion of such counsel will
         be full and complete authorization and protection to the Rights Agent
         as to any action taken or omitted by it in good faith and in accordance
         with such opinion.

                  (b) Whenever in the performance of its duties under this
         Agreement the Rights Agent deems it necessary or desirable that any
         fact or matter be proved or established by the Company prior to taking
         or suffering any action hereunder, such fact or matter (unless other
         evidence in respect thereof be herein specifically prescribed) may be
         deemed to be conclusively proved and established by a certificate
         signed by a person believed by the Rights Agent to be the Chairman of
         the Board, the Chief Executive Officer, the President, or any Vice
         President and by the Secretary or the Treasurer of the Company and
         delivered to the Rights Agent; and such certificate will be full


                                       16
<PAGE>   17

         authorization to the Rights Agent for any action taken or suffered in
         good faith by it under the provisions of this Agreement in reliance
         upon such certificate.

                  (c) The Rights Agent will be liable hereunder only for its own
         negligence, bad faith or willful misconduct.

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

                  (e) The Rights Agent will not be under any responsibility in
         respect of the validity of this Agreement or the execution and delivery
         thereof (except the due authorization, execution and delivery hereof by
         the Rights Agent) or in respect of the validity or execution of any
         certificate for securities purchasable upon exercise of Rights or
         Rights Certificate (except its countersignature thereof); nor will it
         be responsible for any breach by the Company of any covenant or
         condition contained in this Agreement or in any Rights Certificate; nor
         will it be responsible for any change in the exercisability of the
         Rights (including the Rights becoming void pursuant to Section 3.1(b)
         hereof) or any adjustment required under the provisions of Section 2.4,
         3.1 or 3.2 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 after receipt of the certificate contemplated by Section 2.4
         describing any such adjustment); nor will it by any act hereunder be
         deemed to make any representation or warranty as to the authorization
         or reservation of any securities purchasable upon exercise of Rights or
         any Rights or as to whether any securities purchasable upon exercise of
         Rights will, when issued, be duly and validly authorized, executed,
         issued and delivered and fully paid and nonassessable.

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

                  (g) The Rights Agent is hereby authorized and directed to
         accept instructions with respect to the performance of its duties
         hereunder from any person believed by the Rights Agent to be the
         Chairman of the Board, the Chief Executive Officer, the President, or
         any Vice President and the Secretary or the Treasurer of the Company,
         and to apply to such persons for advice or instructions in connection
         with its duties, and it shall not be liable for any action taken or
         suffered by it in good faith in accordance with instructions of any
         such person.

                  (h) The Rights Agent and any shareholder, director, officer or
         employee of the Rights Agent may buy, sell or deal in Common Stock,
         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


                                       17
<PAGE>   18

         and freely as though it were not Rights Agent under this Agreement.
         Nothing herein shall preclude the Rights Agent from acting in any other
         capacity for the Company or for any other legal entity.

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

         4.4 Change of Rights Agent. The Rights Agent may resign and be
discharged from its duties under this Agreement upon 60 days' notice (or such
lesser notice as is acceptable to the Company) in writing mailed to the Company
and to each transfer agent of Common Stock by registered or certified mail, and
to the holders of the Rights in accordance with Section 5.9. The Company may
remove the Rights Agent upon 60 days' notice in writing, mailed to the Rights
Agent and to each transfer agent of the Common Stock by registered or certified
mail, and to the holders of the Rights in accordance with Section 5.9. If the
Rights Agent should resign or be removed or otherwise become incapable of
acting, the Company will appoint a successor to the Rights Agent. If the Company
fails to make such appointment within a period of 30 days after 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 any Rights (which
holder shall, with such notice, submit such holder's Rights Certificate for
inspection by the Company), then the holder of any Rights or the Rights Agent
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be a corporation organized and doing business under the laws
of the United States or of any state in the United States, which is authorized
under such laws to exercise the powers of the Rights Agent contemplated by this
Agreement. After appointment, the successor Rights Agent will 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 will file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the Common Stock,
and mail a notice thereof in writing to the holders of the Rights. Failure to
give any notice provided for in this Section 4.4, 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.

                            ARTICLE V - MISCELLANEOUS

         5.1 Redemption.

                  (a) The Board of Directors of the Company may, at its option,
         at any time prior to the Flip-in Date, elect to redeem all (but not
         less than all) the then outstanding Rights at the Redemption Price. The
         aggregate Redemption Price paid to the holders of odd numbers of Rights
         shall be rounded upward to the next largest whole cent.



                                       18
<PAGE>   19

                  (b) Immediately upon the action of the Board of Directors of
         the Company electing to redeem the Rights, without any further action
         and without any notice, the right to exercise the Rights will terminate
         and each Right will thereafter represent only the right to receive the
         Redemption Price in cash. Promptly after the action of the Board of
         Directors electing to redeem, and thereby redeeming, the Rights, the
         Company shall give notice of such redemption to the Rights Agent and
         the holders of the then outstanding Rights by mailing such notice in
         accordance with Section 5.9.

         5.2 Expiration. No Person shall have any rights pursuant to this
Agreement or any Right after the Expiration Date, except, if the Rights are
redeemed, as provided in Section 5.1 hereof.

         5.3 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 number or kind or class of shares of stock purchasable upon exercise of
Rights made in accordance with the provisions of this Agreement.

         5.4 Supplements and Amendments. The Company and the Rights Agent may
from time to time supplement or amend this Agreement without the approval of any
holders of Rights (i) in any respect prior to the Flip-in Date (other than to
change the Redemption Price or the Expiration Date, except as contemplated
elsewhere herein) (ii) to make any changes following the close of business on
the Flip-in Date which the Company may deem necessary or desirable and which
shall not materially adversely affect the interests of the holders of Rights
generally or (iii) in order to cure any ambiguity or to correct or supplement
any provision contained herein which may be inconsistent with any other
provisions herein or otherwise defective. The Rights Agent will duly execute and
deliver any supplement or amendment hereto requested by the Company which
satisfies the terms of the preceding sentence.

         5.5 Fractional Shares. If the Company elects not to issue certificates
representing fractional shares upon exercise of Rights, the Company shall, in
lieu thereof, (a) evidence such fractional shares by depositary receipts issued
pursuant to an appropriate agreement between the Company and a depositary
selected by it, provided that such agreement shall provide that each holder of a
depositary receipt shall have all of the rights, privileges and preferences to
which such holder would be entitled as a beneficial owner of such fractional
share, or (b) pay to the registered holder of such Rights the same fraction of
the Market Price (determined as of the date of exercise) of one share of the
stock issuable upon such exercise.

         5.6 Rights of Action. Subject to the terms of this Agreement, rights of
action in respect of this Agreement, other than rights of action vested solely
in the Rights Agent, are vested in the respective holders of the Rights; and any
holder of any Rights, without the consent of the Rights Agent or of the holder
of any other Rights, may, on such holder's own behalf and for such holder's own
benefit and the benefit of other holders of Rights, enforce, and may institute
and maintain any suit, action or proceeding against the Company to enforce, or
otherwise act in respect of, such holder's right to exercise such holder's
Rights in the manner provided in such holder's 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



                                       19
<PAGE>   20

Agreement and will be entitled to specific performance of the obligations under,
and injunctive relief against actual or threatened violations of, the
obligations of any Person subject to this Agreement.

         5.7 Holder of Rights Not Deemed a Shareholder. No holder, as such, of
any Rights shall be entitled to vote, receive dividends or be deemed for any
purpose the holder of shares or any other securities which may at any time be
issuable on the exercise of such Rights, nor shall anything contained herein or
in any Rights Certificate be construed to confer upon the holder of any Rights,
as such, any of the rights of a shareholder of the Company or any right to vote
for the election of directors or upon any matter submitted to shareholders at
any meeting thereof, or to give or withhold consent to any corporate action, or
to receive notice of meetings or other actions affecting shareholders (except as
provided in Section 5.8 hereof), or to receive dividends or subscription rights,
or otherwise, until such Rights shall have been exercised in accordance with the
provisions hereof.

         5.8 Notice of Proposed Actions. In case the Company shall propose after
the Separation Date and prior to the Expiration Date (i) to effect or permit (in
cases where the Company's permission is required) occurrence of any Flip-in Date
or Flip-over Transaction or Event or (ii) to effect the liquidation, dissolution
or winding up of the Company, then, in each such case, the Company shall give to
each holder of a Right, in accordance with Section 5.9 hereof, a notice of such
proposed action, which shall specify the Flip-in Date or the date on which such
Flip-over Transaction or Event, liquidation, dissolution, or winding up is to
take place, and such notice shall be so given at least 20 Business Days prior to
the date of the taking of such proposed action.

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

                  Gentex Corporation
                  600 N. Centennial
                  Zeeland, MI  49464

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

                  American Stock Transfer & Trust Company
                  40 Wall Street
                  New York, NY  10005

Notices or demands authorized or required by this Agreement to be given or made
by the Company or the Rights Agent to or on the holder of any Rights shall be
sufficiently given or made if delivered or sent by first-class mail, postage
prepaid, addressed to such holder at the address of such holder as it appears
upon the registry books of the Rights Agent or, prior to the Separation Date, on
the registry books of the transfer agent for the Common Stock. Any notice


                                       20
<PAGE>   21

which is mailed in the manner herein provided shall be deemed given, whether or
not the holder receives the notice.

         5.10 Suspension of Exercisability. To the extent that the Company
determines in good faith that some action need be taken pursuant to Section
3.1(e) or to comply with federal or state securities laws, the Company may
suspend the exercisability of the Rights for a period of up to ninety (90) days
following the date of the occurrence of the Separation Date or the Flip-in Date
in order to take such action or comply with such laws. In the event of any such
suspension, the Company shall issue as promptly as practicable a public
announcement stating that the exercisability of the Rights has been temporarily
suspended.

         5.11 Costs of Enforcement. The Company agrees that if the Company or
any other Person the securities of which are purchasable upon exercise of Rights
fails to fulfill any of its obligations pursuant to this Agreement, then the
Company or such Person will reimburse the holder of any Rights for the costs and
expenses (including legal fees) incurred by such holder in actions to enforce
such holder's rights pursuant to any Rights or this Agreement.

         5.12 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.

         5.13 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
holders of the Rights 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 holders of the Rights.

         5.14 Descriptive Headings. Descriptive headings appear herein for
convenience only and shall not control or affect the meaning or construction of
any of the provisions hereof.

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

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

         5.17 Severability. If any term or provision hereof or the application
thereof to any circumstance shall, in any jurisdiction and to any extent, be
invalid or unenforceable, such term or provision shall be ineffective as to such
jurisdiction to the extent of such invalidity or unenforceability without
invalidating or rendering unenforceable the remaining terms and provisions
hereof or the application of such term or provision to circumstances other than
those as to which it is held invalid or unenforceable.


                                       21
<PAGE>   22



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.


                                              GENTEX CORPORATION


                                              By /s/ Enoch Jen
                                                 -------------------------------
                                                 Enoch Jen
                                                 Its Chief Financial Officer


                                              AMERICAN STOCK TRANSFER &
                                              TRUST COMPANY


                                              By /s/ Carolyn B. O'Neill
                                                 -------------------------------
                                                 Carolyn B. O'Neill
                                                 Its Vice President


































                                       22
<PAGE>   23
                                    EXHIBIT A

[Form of Rights Certificate]

Certificate No. _______                                         _________ Rights

         THE RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY EXCHANGE, AT
            THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE
            RIGHTS AGREEMENT. RIGHTS BENEFICIALLY OWNED BY ACQUIRING
         PERSONS OR AFFILIATES OR ASSOCIATES THEREOF (AS SUCH TERMS ARE
          DEFINED IN THE RIGHTS AGREEMENT) OR TRANSFEREES OF ANY OF THE
                             FOREGOING WILL BE VOID.

                               Rights Certificate

                               GENTEX CORPORATION

         This certifies that ____________________, or registered assigns, is the
registered holder of the number of Rights set forth above, each of which
entitles the registered holder thereof, subject to the terms, provisions and
conditions of the Amended and Restated Shareholder Protection Rights Agreement,
effective August 26, 1991, and amended and restated effective March 29, 2001 (as
such may be amended from time to time, the "Rights Agreement"), between Gentex
Corporation, a Michigan corporation (the "Company"), and American Stock Transfer
& Trust Company, as Rights Agent (the "Rights Agent," which term shall include
any successor Rights Agent under the Rights Agreement), to purchase from the
Company at any time after the Separation Date (as such term is defined in the
Rights Agreement) and prior to the close of business on March 29, 2011, one
one-hundredth of a fully paid share of Junior Participating Preferred Stock,
without par value (the "Junior Preferred Stock"), of the Company (subject to
adjustment as provided in the Rights Agreement) at the Exercise Price referred
to below, upon presentation and surrender of this Rights Certificate with the
Form of Election to Exercise duly executed at the principal office of the Rights
Agent. The Exercise Price shall initially be $110.00 per Right and shall be
subject to adjustment in certain events as provided in the Rights Agreement.

         In certain circumstances described in the Rights Agreement, the Rights
evidenced hereby may entitle the registered holder thereof to purchase capital
stock of an entity other than the Company or shares of capital stock of the
Company other than Junior Preferred Stock, all as provided in the Rights
Agreement.

         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. Copies of
the Rights Agreement are on file at the principal office of the Company and are
available without cost upon written request.



                                      A-1
<PAGE>   24

         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 an aggregate number of Rights equal to the aggregate
number of Rights evidenced by the Rights Certificate or Rights Certificates
surrendered. If this Rights Certificate shall be exercised in part, the
registered holder shall be entitled to receive, upon surrender hereof, another
Rights Certificate or Rights Certificates for the number of whole Rights not
exercised.

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Certificate may be (a) redeemed by the Company under certain
circumstances at its option at a redemption price of $0.005 per Right, or (b)
exchanged by the Company under certain circumstances at its option for one share
of Common Stock or one one-hundredth of a share of Junior Preferred Stock per
Right (or, in certain cases, other securities or assets of the Company), subject
in each case to adjustment in certain events 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 any
securities which may at any time be issuable on the exercise hereof, nor shall
anything contained in the Rights Agreement or herein be construed to confer upon
the holder hereof, as such, any of the rights of a shareholder of the Company or
any right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
shareholders (except as provided in the Rights Agreement), or to receive
dividends or subscription rights, or otherwise, until the Rights evidenced by
this Rights Certificate shall have been exercised as provided in the Rights
Agreement.

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

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

Date:  _______________________, 20____       GENTEX CORPORATION


ATTEST:                                      By   ______________________________


______________________________________            Its  _________________________

Its Secretary

Countersigned:
AMERICAN STOCK TRANSFER &
TRUST COMPANY, as Rights Agent

By:      _________________________

         Authorized Signatory




                                      A-2
<PAGE>   25


                  [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 Certificates.)

         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: ______________________, 20___.



Signature Guaranteed:
                                           _____________________________________

                                           Signature
                                           (Signature must correspond to name as
                                           written upon the face of this Rights
                                           Certificate in every particular,
                                           without alteration or enlargement or
                                           any change whatsoever)


         Signatures must be guaranteed by a member firm of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office or correspondent in
the United States.








                                      A-3
<PAGE>   26


                  --------------------------------------------
                            (To be completed if true)

The undersigned hereby represents, for the benefit of all holders of Rights and
shares of Common Stock, that the Rights evidenced by this Rights Certificate are
not, and, to the knowledge of the undersigned, have never been, Beneficially
Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in
the Rights Agreement).



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


                  --------------------------------------------
                                     NOTICE

         In the event the certification set forth above is not completed in
connection with a purported assignment, the Company will deem the Beneficial
Owner of the Rights evidenced by the enclosed Rights Certificate to be an
Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights
Agreement) or a transferee of any of the foregoing and accordingly will deem the
Rights evidenced by such Rights Certificate to be void and not transferable or
exercisable.



















                                      A-4
<PAGE>   27


                   [To be attached to each Rights Certificate]

                          FORM OF ELECTION TO EXERCISE

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

TO:      GENTEX CORPORATION

           The undersigned hereby irrevocably elects to exercise _________ whole
Rights represented by the attached Rights Certificate to purchase the shares of
Preferred Stock issuable upon the exercise of such Rights and requests that
certificates for such shares be issued in the name of:

                  --------------------------------------------
                  Address:
                            ----------------------------------
                  --------------------------------------------
                  Social Security or Other Taxpayer
                  Identification Number:
                                          -----------


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

                  --------------------------------------------
                  Address:
                            ----------------------------------
                  --------------------------------------------
                  Social Security or Other Taxpayer
                  Identification Number:
                                          -----------


Dated:                      , 20
       ---------------------    ----


Signature Guaranteed:
                                           -------------------------------------
                                           Signature
                                           (Signature must correspond to name
                                           as written upon the face of this
                                           Rights Certificate in every
                                           particular, without alteration or
                                           enlargement or any change
                                           whatsoever)


                                      A-5
<PAGE>   28

         Signatures must be guaranteed by a member firm of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office or correspondent in
the United States.

                 ----------------------------------------------
                            (To be completed if true)

The undersigned hereby represents, for the benefit of all holders of Rights and
shares of Common Stock, that the Rights evidenced by this Rights Certificate are
not, and, to the knowledge of the undersigned, have never been, Beneficially
Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in
the Rights Agreement).


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


                 -----------------------------------------------
                                     NOTICE

         In the event the certification set forth above is not completed in
connection with a purported exercise of the Rights, the Company will deem the
Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to
be an Acquiring Person or an Affiliate or Associate thereof (as defined in the
Rights Agreement) or a transferee of any of the foregoing and accordingly will
deem the Rights evidenced by such Rights Certificate to be void and not
transferable or exercisable.















                                      A-6
<PAGE>   29


                                    EXHIBIT B

                      CERTIFICATE OF ADOPTION OF RESOLUTION
                       DESIGNATING AND PRESCRIBING RIGHTS,
                         PREFERENCES AND LIMITATIONS OF
                     JUNIOR PARTICIPATING PREFERRED STOCK OF
                               GENTEX CORPORATION

         The undersigned corporation executes the following certificate pursuant
to the provisions of Section 302, Act 284, Public Acts of 1972, as amended:

         A. The name of the Corporation is Gentex Corporation (the "Company").

         B. The Corporation Identification Number (CID) assigned by the Bureau
is: 085-536.

         C. The location of the registered office is 600 N. Centennial, Zeeland,
Michigan 49464.

         D. The following is a true and correct copy of a resolution designating
and prescribing the relative rights, preferences and limitations of the
Company's Junior Participating Preferred Stock, which was duly adopted by the
Board of Directors on March 2, 2001:

                  RESOLVED, that there is hereby established a series of
         Preferred Stock, without par value, of the Company, and the designation
         and certain powers, preferences and other rights of the shares of such
         series, and certain qualifications, limitations and restrictions
         thereon, are hereby fixed as follows:

                  1. Designation and Amount. The distinctive serial designation
         of this series shall be "Junior Participating Preferred Stock"
         (hereinafter called "this Series"). Each share of this Series shall be
         identical in all respects with the other shares of this Series except
         as to the dates from and after which dividends thereon shall be
         cumulative. The number of shares in this Series shall initially be One
         Million (1,000,000), which number may from time to time be increased or
         decreased (but not below the number then outstanding plus the number of
         shares issuable upon exercise of outstanding options, rights, or
         warrants or upon conversion of any outstanding securities issued by the
         Company convertible into shares of this series) by the Board of
         Directors. Shares of this Series purchased by the Company shall be
         cancelled and shall revert to authorized but unissued shares of
         Preferred Stock undesignated as to series.

                  2. Dividends and Distributions.

                           (i) The holders of shares of this Series, in
         preference to the holders of Common Stock and of any other stock
         ranking junior to this Series, shall be entitled to receive, when, as,
         and if declared by the Board of Directors out of funds legally
         available for the purpose, quarterly dividends payable in cash on the
         10th day of February, May, August, and November in each year (each such



                                      B-1
<PAGE>   30

         date being referred to herein as a "Quarterly Dividend Payment Date"),
         commencing on the first Quarterly Dividend Payment Date after the first
         issuance of a share of this Series, or fraction thereof, in an amount
         per share (rounded to the nearest cent) equal to the greater of (a)
         $1.00 or (b) subject to the provision for adjustment hereinafter set
         forth, one hundred (100) times the aggregate per share amount of all
         cash dividends, and one hundred (100) times the aggregate per share
         amount (payable in kind) of all non-cash dividends or other
         distributions, other than a dividend payable in Common Stock or a
         subdivision of the outstanding Common Stock (by reclassification or
         otherwise), declared on the Common Stock since the immediately
         preceding Quarterly Dividend Payment Date, or with respect to the first
         Quarterly Dividend Payment Date, since the first issuance of any share
         of this Series, or fraction thereof. In the event the Company shall at
         any time after March 29, 2001, declare or pay any dividend on Common
         Stock payable in Common Stock, or effect a subdivision or combination
         or consolidation of the outstanding Common Stock (by reclassification
         or otherwise) into a greater or lesser number of shares of Common
         Stock, then in each such case the amount to which holders of shares of
         this Series were entitled immediately prior to such event under clause
         (b) of the preceding sentence shall be adjusted by multiplying such
         amount by a fraction, the numerator of which is the number of shares of
         Common Stock outstanding immediately after such event and the
         denominator of which is the number of shares of Common Stock that were
         outstanding immediately prior to such event.

                           (ii) The Company shall declare a dividend or
         distribution on the shares of this Series as provided in subparagraph
         (i) of this paragraph 2 simultaneously with its declaration of a
         dividend or distribution on the Common Stock (other than a dividend
         payable in Common Stock or a subdivision of the outstanding Common
         Stock); provided that, in the event no dividend or distribution shall
         have been declared on the Common Stock during the period between any
         Quarterly Dividend Payment Date and the next subsequent Quarterly
         Dividend Payment Date, a dividend of $1.00 per share on the shares of
         this Series shall nevertheless be payable, out of funds legally
         available for such purpose, on such subsequent Quarterly Dividend
         Payment Date.

                           (iii) Dividends shall begin to accrue and be
         cumulative on outstanding shares of this Series from the date of issue
         of such shares, unless the date of issue of such shares is a date after
         the record date for the determination of holders of shares of this
         Series entitled to receive a quarterly dividend and before such
         Quarterly Dividend Payment Date, in which event 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 this Series in an amount less than the total
         amount of such dividends at the time accrued and payable on such shares
         shall be allocated pro rata on a share-by-share basis among all such
         shares outstanding at that time. The Board of Directors may fix a
         record date for the determination of holders of shares of this Series
         entitled to receive payment of a dividend or distribution declared
         thereon, which record date shall be not more than sixty (60) days prior
         to the date fixed for the payment thereof.



                                      B-2
<PAGE>   31

                  3. Voting Rights. The holders of shares of this Series shall
         have the following voting rights:

                           (i) Subject to the provision for adjustment
         hereinafter set forth, each share of this Series shall entitle the
         holder thereof to one hundred (100) votes on all matters submitted to a
         vote of the shareholders of the Company. In the event the Company shall
         at any time after March 29, 2001, declare or pay any dividend on Common
         Stock payable in Common Stock, or effect a subdivision or combination
         or consolidation of the outstanding Common Stock (by reclassification
         or otherwise) into a greater or lesser number of shares of Common
         Stock, then in each such case the number of votes per share to which
         holders of shares of this Series 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.

                           (ii) Except as otherwise provided herein, in any
         other Certificate of Adoption of a Resolution creating a series of
         Preferred Shares or by law, the holders of shares of this Series and
         the holders of Common Stock and any other capital stock of the Company
         having general voting rights shall vote together as one class on all
         matters submitted to a vote of the shareholders of the Company.

                           (iii) Except as otherwise provided herein or by law,
         the holders of shares of this Series shall have no special voting
         rights and their consent shall not be required (except to the extent
         they are entitled to vote with holders of Common Stock and any other
         capital stock of the Company having general voting rights as set forth
         herein) for taking any corporate action.

                  4. Certain Restrictions.

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

                                    (a) declare or pay dividends, or make any
         other distributions, on any shares of stock ranking junior (either as
         to dividends or upon liquidation) to the shares of this Series;

                                    (b) declare or pay dividends, or make any
         other distributions, on any shares of stock ranking on a parity (either
         as to dividends or upon liquidation) with the shares of this Series,
         except dividends paid ratably on the shares of this Series and all such
         parity stock on which dividends are payable


                                      B-3
<PAGE>   32

         or in arrears in proportion to the total amounts to which the holders
         of all such shares are then entitled;

                                    (c) redeem or purchase or otherwise acquire
         for consideration shares of any stock ranking junior (either as to
         dividends or upon liquidation) to the shares of this Series, provided
         that the Company may at any time redeem, purchase, or otherwise acquire
         shares of any such junior stock in exchange for shares of stock of the
         Company ranking junior (both as to dividends and upon liquidation) to
         the share of this Series; or

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

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

                  5. Reacquired Shares. Any shares of this Series purchased or
         otherwise acquired by the Company in any manner whatsoever shall
         constitute authorized but unissued Preferred Stock and may be reissued
         as part of a new series of Preferred Stock by resolution or resolutions
         of the Board of Directors, subject to the conditions and restrictions
         on issuance set forth herein, in the Articles of Incorporation, or in
         any other Certificate of Resolution creating a series of Preferred
         Stock or as otherwise required by law.

                  6. Liquidation, Dissolution, or Winding Up. Upon any
         liquidation, dissolution, or winding up of the Company, no distribution
         shall be made (a) to the holders of shares of stock, ranking junior
         (either as to dividends or upon liquidation), to the shares of this
         Series unless, prior thereto, the holders of shares of this Series
         shall have received the greater of (i) $100.00 per share, plus an
         amount equal to accrued and unpaid dividends and distributions thereon,
         whether or not declared, to the date of such payment, or (ii) an
         aggregate amount per share, subject to the provision for adjustment
         hereinafter set forth, equal to one hundred (100) times the aggregate
         amount to be distributed per share to holders of Common Stock, or (b)
         to the holders of shares of stock ranking on a parity (either as to
         dividends or upon liquidation) with the shares of this Series, except
         distributions made ratably on the shares of this Series and all other
         such parity stock in proportion to the total amounts to which the
         holders of all such shares are entitled upon such liquidation,
         dissolution, or winding up. In the event the Company shall at any time
         after March 29, 2001, declare or pay any dividend on the Common Stock
         payable in Common Stock, or effect a subdivision or


                                      B-4
<PAGE>   33

         combination or consolidation of the outstanding Common Stock (by
         reclassification or otherwise) into a greater or lesser number of
         shares of Common Stock, then in each such case the aggregate amount to
         which holders of shares of this Series were entitled immediately prior
         to such event under clause (a)(ii) of the preceding sentence shall be
         adjusted by multiplying such amount by a fraction, the numerator of
         which is the number of shares of Common Stock outstanding immediately
         after such event and the denominator of which is the number of shares
         of Common Stock that were outstanding immediately prior to such event.

                  7. Consolidation, Merger, Exchange, Etc. In the event the
         Company shall enter into any consolidation, merger, combination,
         statutory share exchange, or other transaction in which the shares of
         Common Stock are exchanged for or changed into other stock or
         securities, money and/or any other property, then in any such case the
         shares of this Series shall at the same time be similarly exchanged or
         changed into an amount per share (subject to the provision for
         adjustment hereinafter set forth) equal to one hundred (100) times the
         aggregate amount of stock, securities, money, and/or 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 Company
         shall at any time after March 29, 2001, declare or pay any dividend on
         Common Stock payable in Common Stock, or effect a subdivision or
         combination or consolidation of the outstanding shares of Common Stock
         (by reclassification or otherwise) into a greater or lesser number of
         shares of Common Stock, then in each such case the amount set forth in
         the preceding sentence with respect to the exchange or change of shares
         of this Series 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.

                  8. No Redemption. The shares of this Series shall not be
         redeemable.

                  9. Rank. The shares of this Series shall rank junior in terms
         of a dividend and liquidation rights to all other series of the
         Company's Preferred Stock hereinafter issued that specifically provide
         that they shall rank senior to the shares of this Series.

                  10. Fractional Shares. Shares of this Series may be issued in
         fractions of a share which shall entitle the holder, in proportion to
         such holder's fractional shares, to receive dividends, participate in
         distributions and to have the benefit of all other rights of holders of
         the shares of this Series.



                                      B-5
<PAGE>   34


         IN WITNESS WHEREOF, the undersigned have signed and attested this
certificate on the day of                    , 2001.
                          -------------------

                                          GENTEX CORPORATION


                                          By
                                               ---------------------------------

                                               Its
                                                  ------------------------------

ATTEST:


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

Its Secretary


























                                      B-6