<PAGE>

                                                                    Exhibit 10.9



                        Edwards Lifesciences Corporation



                                      and


                        First Chicago Trust Company of
                       New York, a division of Equiserve

                                       as

                                  Rights Agent


                                Rights Agreement



                         Dated as of March __, 2000
<PAGE>

                               Table of Contents

<TABLE>
<CAPTION>

        Section                                                                                                                 Page
        -------                                                                                                                 ----
<S>                                                                                                                             <C>

Section 1.     Certain Definitions.............................................................................................   1
Section 2.     Appointment of Rights Agent.....................................................................................   4
Section 3.     Issue of Rights Certificates....................................................................................   4
Section 4.     Form of Rights Certificates.....................................................................................   6
Section 5.     Countersignature and Registration...............................................................................   7
Section 6.     Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights
               Certificates....................................................................................................   7
Section 7.     Exercise of Rights; Purchase Price; Expiration Date of Rights...................................................   8
Section 8.     Cancellation of Rights Certificates.............................................................................  10
Section 9.     Reservation and Availability of Capital Stock...................................................................  10
Section 10.    Preferred Stock Record Date.....................................................................................  11
Section 11.    Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights.....................................  12
Section 12.    Certificate of Adjusted Purchase Price or Number of Shares......................................................  19
Section 13.    Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power.................................  19
Section 14.    Fractional Rights and Fractional Shares.........................................................................  21
Section 15.    Rights of Action................................................................................................  23
Section 16.    Agreement of Rights Holders.....................................................................................  23
Section 17.    Rights Certificate Holder Not Deemed a Stockholder..............................................................  24
Section 18.    Concerning the Rights Agent.....................................................................................  24
Section 19.    Merger or Consolidation or Change of Name of Rights Agent.......................................................  24
Section 20.    Duties of Rights Agent..........................................................................................  25
Section 21.    Change of Rights Agent..........................................................................................  27
Section 22.    Issuance of New Rights Certificates.............................................................................  27
Section 23.    Redemption and Termination......................................................................................  28
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                                              <C>
Section 24.    Exchange........................................................................................................  28
Section 25.    Notice of Certain Events........................................................................................  29
Section 26.    Notices.........................................................................................................  30
Section 27.    Supplements and Amendments......................................................................................  31
Section 28.    Successors......................................................................................................  31
Section 29.    Determination and Actions by the Board of Directors, etc........................................................  31
Section 30.    Benefits of this Agreement......................................................................................  32
Section 31.    Severability....................................................................................................  32
Section 32.    Governing Law...................................................................................................  32
Section 33.    Counterparts....................................................................................................  33
Section 34.    Descriptive Headings............................................................................................  33
</TABLE>

                                      ii
<PAGE>

                                RIGHTS AGREEMENT

          RIGHTS AGREEMENT, dated as of March __, 2000 (the "Agreement"),
between Edwards Lifesciences Corporation, a Delaware corporation (the
"Company"), and First Chicago Trust Company of New York, a division of
Equiserve, a ______________ corporation (the "Rights Agent").

                              W I T N E S S E T H:

          WHEREAS, on ____________, 2000 (the "Rights Dividend Declaration
Date"), the Board of Directors of the Company authorized and declared a dividend
distribution of one Right (as hereinafter defined) for each share of Common
Stock (as hereinafter defined) of the Company outstanding at the Close of
Business on March __, 2000, after giving effect to the distribution of
shares of Common Stock by Baxter International Inc. to its stockholders (the
"Record Date"), each Right initially representing the right to purchase one one-
hundredth of a share of Series A Junior Participating Preferred Stock of the
Company having the rights, powers and preferences set forth in the form of
Certificate of Designations attached hereto as Exhibit A, upon the terms and
subject to the conditions hereinafter set forth (the "Rights"), and has further
authorized the issuance of one Right (as such number may hereinafter be adjusted
pursuant to the provisions of Section 11(p) hereof) for each share of Common
Stock of the Company issued between the Record Date and the earlier of the
Distribution Date or the Expiration Date (as such terms are hereinafter defined)
or, in certain circumstances provided in Section 22 hereof, after the
Distribution Date (as hereinafter defined);

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

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

          (a)  "Acquiring Person" shall mean any Person who or which, together
     with all Affiliates and Associates of such Person, shall be the Beneficial
     Owner of 15% or more of the shares of Common Stock then outstanding, but
     shall not include the Company, any Subsidiary of the Company, any employee
     benefit plan of the Company or of any Subsidiary of the Company, or any
     Person organized, appointed and acting in such appointed capacity, or
     established by the Company for or pursuant to the terms of any such plan.
     Notwithstanding the foregoing, no Person shall become an "Acquiring Person"
     as the result of an acquisition of shares of Common Stock by the Company
     which, by reducing the number of shares outstanding, increases the
     proportionate number of shares beneficially owned by such Person to 15% or
     more of the shares of Common Stock then outstanding; provided, however,
                                                          --------  -------
     that if a Person shall become the Beneficial Owner of 15% or more of the
     shares of Common Stock then outstanding by reason of share purchases by the
     Company and shall, after such share purchases by the Company, become the
     Beneficial Owner of any additional shares of Common Stock, then such Person
     shall be deemed to be an "Acquiring Person".  Notwithstanding the
     foregoing, no Person shall become an "Acquiring Person" if  (i) such Person
     has reported or is required to report such ownership on Schedule 13G under
     the Securities Exchange Act of 1934, as amended and in effect on the date
     of this Agreement (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
<PAGE>

     disposition of the Common Stock), (ii) such Person, together with all
     Affiliates and Associates of such Person, does not beneficially own 20% or
     more of the outstanding shares of Common Stock then outstanding and (iii)
     within ten (10) Business Days of being requested by the Company to advise
     it regarding the same, such Person properly certifies to the Company that
     such Person acquired shares of Common Stock in excess of 14.9%
     inadvertently or without knowledge of the terms of the Rights and who,
     together with all Affiliates and Associates, thereafter does not acquire
     any additional shares of Common Stock while the Beneficial Owner of 15% or
     more of the shares of Common Stock then outstanding; provided, however,
                                                          --------  -------
     that (i) if the Person requested to so certify fails to do so within ten
     (10) Business Days, then such Person shall become an Acquiring Person
     immediately after such ten-Business-Day period, (ii) if the Person
     requested to so certify, so certifies but the Board of Directors determines
     that such Person so certified falsely, then such Person shall become an
     Acquiring Person immediately upon such determination and (iii) if the
     Person acquires additional shares of Common Stock while the Beneficial
     Owner of 15% or more of the shares of Common Stock then outstanding, then
     such Person shall immediately become an Acquiring Person.

          (b) "Act" shall mean the Securities Act of 1933, as amended.

          (c) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Exchange Act.

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

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

              (ii) which such Person or any of such Person's Affiliates
     or Associates, directly or indirectly, has the right to vote or
     dispose of or has "beneficial ownership" of (as determined
     pursuant to Rule 13d-3 of the General Rules and Regulations
     under the Exchange Act), including pursuant to any agreement,
     arrangement or understanding, whether or not in writing;

                                       2
<PAGE>

          provided, however, that a Person shall not be deemed the
          --------  -------
          "Beneficial Owner" of, or to "beneficially own," any
          security under this subparagraph (ii) as a result of an
          agreement, arrangement or understanding to vote such
          security if such agreement, arrangement or understanding:
          (A) arises solely from a revocable proxy given in response
          to a public proxy or consent solicitation made pursuant to,
          and in accordance with, the applicable provisions of the
          General Rules and Regulations under the Exchange Act, and
          (B) is not also then reportable by such Person on Schedule
          13D under the Exchange Act (or any comparable or successor
          report); or

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

     provided, however, that nothing in this paragraph (d) shall cause a
     --------  -------
     Person engaged in business as an underwriter of securities to be
     the "Beneficial Owner" of, or to "beneficially own," any
     securities acquired through such Person's participation in good
     faith in a firm commitment underwriting until the expiration of
     forty days after the date of such acquisition.

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

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

          (g) "Common Stock" shall mean the common stock, par value
     $1.00 per share, of the Company, except that "Common Stock" when
     used with reference to any Person other than the Company shall
     mean the capital stock of such Person with the greatest voting
     power, or the equity securities or other equity interest having
     power to control or direct the management, of such Person.

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


          (i) "Preferred Stock" shall mean shares of Series A Junior
     Participating Preferred Stock, par value $.01 per share, of the
     Company, and, to the extent that there is not a sufficient number
     of shares of Series A Junior Participating Preferred Stock
     authorized to permit the full exercise of the Rights, any other
     series of preferred stock, par value $.01 per share, of the
     Company designated for such purpose containing terms
     substantially similar to the terms of the Series A Junior
     Participating Preferred Stock.

                                       3
<PAGE>

          (j) "Section 11(a)(ii) Event" shall mean the event described
     in Section 11(a)(ii) hereof.

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

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

          (m) "Subsidiary" shall mean, with reference to any Person,
     any corporation or other entity of which an amount of voting
     securities sufficient to elect at least a majority of the
     directors, or other Persons acting in a capacity similar to
     directors, of such corporation or other entity is beneficially
     owned, directly or indirectly, by such Person, or otherwise
     controlled by such Person.

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

          In addition, for purposes of this Agreement, the following terms have
the meanings indicated in specified sections of this Agreement:  (i) "Adjustment
Shares" shall have the meaning set forth in Section 11(a)(ii) hereof; (ii)
"common stock equivalents" shall have the meaning set forth in Section
11(a)(iii) hereof; (iii) "current market price" shall have the meaning set forth
in Section 11(d) hereof; (iv) "Current Value" shall have the meaning set forth
in Section 11(a)(iii) hereof; (v) "Distribution Date" shall have the meaning set
forth in Section 3(a) hereof; (vi) "equivalent preferred stock" shall have the
meaning set forth in Section 11(b) hereof; (vii) "Exchange Ratio" shall have the
meaning set forth in Section 24(a) hereof; (viii) "Expiration Date" shall have
the meaning set forth in Section 7(a) hereof; (ix) "Final Expiration Date" shall
have the meaning set forth in Section 7(a) hereof; (x) "Nasdaq" shall have the
meaning set forth in Section 11(d)(i) hereof; (xi) "Principal Party" shall have
the meaning set forth in Section 13(b) hereof; (xii) "Purchase Price" shall have
the meaning set forth in Section 4(a); (xiii) "Record Date" shall have the
meaning set forth in the recitals hereof; (xiv) "Redemption Price" shall have
the meaning set forth in Section 23(a) hereof; (xv) "Rights" shall have the
meaning set forth in the recitals hereof; (xvi) "Rights Certificates" shall have
the meaning set forth in Section 3(a) hereof; (xvii) "Section 11(a)(ii) Trigger
Date" shall have the meaning set forth in Section 11(a)(iii) hereof; (xviii)
"Spread" shall have the meaning set forth in Section 11(a)(iii) hereof; (xix)
"Substitution Period" shall have the meaning set forth in Section 11(a)(iii)
hereof; (xx) "Summary of Rights" shall have the meaning set forth in Section
3(b) hereof; and (xxi) "Trading Day" shall have the meaning set forth in Section
11(d)(i) hereof.

          Section 2. Appointment of Rights Agent. The Company hereby appoints
                     ---------------------------
the Rights Agent to act as agent for the Company in accordance with the terms
and conditions hereof, and the Rights Agent hereby accepts such appointment. The
Company may from time to time appoint such co-Rights Agents as it may deem
necessary or desirable upon ten (10) days' prior written notice to the Rights
Agent.

          Section 3. Issue of Rights Certificates.
                     ----------------------------

          (a) Until the earlier of (i) the Close of Business on the tenth day
after the Stock Acquisition Date (or, if the tenth day after the Stock
Acquisition Date occurs before the Record Date,

                                       4
<PAGE>

the Close of Business on the Record Date) or (ii) the Close of Business on the
tenth Business Day (or such later date as may be determined by action of the
Board of Directors of the Company prior to such time as any Person becomes an
Acquiring Person) after the date that a tender or exchange offer by any Person
(other than the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or of any Subsidiary of the Company, or any Person
organized, appointed or established by the Company for or pursuant to the terms
of any such plan) is first published or sent or given within the meaning of Rule
14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon
consummation thereof, such Person would be the Beneficial Owner of 15% or more
of the shares of Common Stock then outstanding, (the earlier of (i) and (ii)
being herein referred to as the "Distribution Date"), (x) the Rights will be
evidenced (subject to the provisions of paragraph (b) of this Section 3) by the
certificates for the Common Stock registered in the names of the holders of the
Common Stock (which certificates for Common Stock shall be deemed also to be
certificates for Rights) and not by separate certificates and (y) the Rights
will be transferable only in connection with the transfer of the underlying
shares of Common Stock (including a transfer to the Company). The Company shall
give the Rights Agent prompt written notice of the Distribution Date. As soon as
practicable after the Distribution Date, and receipt of written notice of the
Distribution Date from the Company, the Rights Agent will, at the Company's
expense, send by first-class, insured, postage prepaid mail, to each record
holder of the Common Stock as of the Close of Business on the Distribution Date,
at the address of such holder shown on the records of the Company, one or more
Rights certificates, in substantially the form of Exhibit B hereto (the "Rights
Certificates"), evidencing one Right for each share of Common Stock so held,
subject to adjustment as provided herein. In the event that an adjustment in the
number of Rights per share of Common Stock has been made pursuant to Section
11(p) hereof, at the time of distribution of the Rights Certificates, the
Company shall make the necessary and appropriate rounding adjustments (in
accordance with Section 14(a) hereof) so that Rights Certificates representing
only whole numbers of Rights are distributed and cash is paid in lieu of any
fractional Rights. As of and after the Distribution Date, the Rights will be
evidenced solely by such Rights Certificates.

          (b)  As promptly as practicable following the Record Date, the Company
will send a copy of a Summary of Rights to Purchase Preferred Stock, in
substantially the form attached hereto as Exhibit C (the "Summary of Rights"),
by first-class, postage prepaid mail, to each record holder of the Common Stock
as of the Close of Business on the Record Date, at the address of such holder
shown on the records of the Company.  With respect to certificates for the
Common Stock outstanding as of the Record Date, until the Distribution Date, the
Rights will be evidenced by such certificates registered in the names of the
holders thereof together with a copy of the Summary of Rights attached thereto.
Until the earlier of the Distribution Date or the Expiration Date, the surrender
for transfer of any certificate representing shares of Common Stock in respect
of which Rights have been issued, with or without a copy of the Summary of
Rights attached thereto, shall also constitute the transfer of the Rights
associated with such shares of Common Stock.

          (c)  Rights shall be issued in respect of all shares of Common Stock
which are issued after the Record Date but prior to the earlier of the
Distribution Date or the Expiration Date or, in certain circumstances provided
in Section 22 hereof, after the Distribution Date.  Certificates representing
such shares of Common Stock shall also be deemed to be certificates for Rights,
and shall bear a legend substantially in the following form:

          This certificate also evidences and entitles the holder
     hereof to certain rights as set forth in the Rights Agreement
     between Edwards Lifesciences Corporation (the "Company") and
     First Chicago Trust Company of New York, a division of Equiserve (the
     "Rights Agent") dated as of March __, 2000 (the "Rights Agreement"),
     the terms of
                                       5
<PAGE>

     which are hereby incorporated herein by reference and a copy of
     which is on file at the principal offices of the Company. Under
     certain circumstances, as set forth in the Rights Agreement, such
     Rights will be evidenced by separate certificates and will no
     longer be evidenced by this certificate. The Company will mail to
     the holder of this certificate a copy of the Rights Agreement, as
     in effect on the date of mailing, without charge promptly after
     receipt of a written request therefor. Under certain
     circumstances set forth in the Rights Agreement, Rights issued
     to, or held by, any Person who is, was or becomes an Acquiring
     Person or any Affiliate or Associate thereof (as such terms are
     defined in the Rights Agreement), whether currently held by or on
     behalf of such Person or by any subsequent holder, may become
     null and void.

With respect to such certificates containing the foregoing legend, until the
earlier of the Distribution Date or the Expiration Date, the Rights associated
with the Common Stock represented by such certificates shall be evidenced by
such certificates alone and registered holders of Common Stock shall also be the
registered holders of the associated Rights, and the surrender for transfer of
any of such certificates shall also constitute the transfer of the Rights
associated with the Common Stock represented by such certificates.  In the event
the Company purchases or acquires any shares of its Common Stock after the
Record Date but prior to the Distribution Date, any Rights associated with such
shares shall be deemed cancelled and retired so that the Company shall not be
entitled to exercise any Rights associated with shares of Common Stock that are
not outstanding.

          Section 4.    Form of Rights Certificates.
                        ---------------------------

          (a)  The Rights Certificates (and the forms of election to purchase
and of assignment to be printed on the reverse thereof) shall each be
substantially in the form set forth in Exhibit B hereto and may have such marks
of identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which the Rights may from time to
time be listed, or to conform to usage.  The Rights Certificates shall be in a
machine printable format reasonably satisfactory to the Rights Agent.  Subject
to the provisions of Section 11 and Section 22 hereof, the Rights Certificates,
whenever distributed, shall be dated as of the Record Date or, in the case of
Rights with respect to shares of Common Stock issued or becoming outstanding
after the Record Date, the same date as the stock certificate evidencing such
shares, shall show the date of countersignature, and on their face shall entitle
the holders thereof to purchase such number of one one-hundredths of a share of
Preferred Stock as shall be set forth therein at the price set forth therein
(such exercise price per one one-hundredth of a share, the "Purchase Price"),
but the amount and type of securities purchasable upon the exercise of each
Right and the Purchase Price thereof shall be subject to adjustment from time to
time as provided in Sections 11 and 13(a) hereof.

          (b)  Any Rights Certificate issued pursuant to Section 3(a) or Section
22 hereof that represents Rights beneficially owned by any Person known to be:
(i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person,
(ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate)
who becomes a transferee after the Acquiring Person becomes such, or (iii) a
transferee of an Acquiring Person (or of any such Associate or Affiliate) who
becomes a transferee prior to or concurrently with the Acquiring Person becoming
such and receives such Rights pursuant to either (A) a transfer (whether or not
for consideration) from the Acquiring Person to holders of equity interests in
such Acquiring Person or to any Person with whom such Acquiring Person has any

                                       6
<PAGE>

continuing agreement, arrangement or understanding regarding the transferred
Rights or (B) a transfer which the Board of Directors of the Company has
determined is part of a plan, arrangement or understanding which has as a
primary purpose or effect avoidance of Section 7(e) hereof, and any Rights
Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer,
exchange, replacement or adjustment of any other Rights Certificate referred to
in this sentence, shall contain (to the extent feasible) the following legend:

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

     The Company shall instruct the Rights Agent in writing of the Rights which
should be so legended.

          Section 5.    Countersignature and Registration.
                        ---------------------------------

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

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

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

          (a)  Subject to the provisions of Section 4(b), Section 7(e) and
Section 14 hereof, at any time after the Close of Business on the Distribution
Date, and at or prior to the Close of Business on the Expiration Date, any
Rights Certificate or Certificates (other than Rights Certificates representing
Rights that have become null and void pursuant to Section 7(e) or that have been
exchanged pursuant to Section 24 hereof) may be transferred, split up, combined
or exchanged for another Rights Certificate or Certificates, entitling the
registered holder to purchase a like number of

                                       7
<PAGE>

one one-hundredths of a share of Preferred Stock (or, following a Triggering
Event, Common Stock, other securities, cash or other assets, as the case may be)
as the Rights Certificate or Certificates surrendered then entitled such holder
(or former holder in the case of a transfer) to purchase. Any registered holder
desiring to transfer, split up, combine or exchange any Rights Certificate or
Certificates shall make such request in writing delivered to the Rights Agent,
and shall surrender the Rights Certificate or Certificates to be transferred,
split up, combined or exchanged at the principal office or offices of the Rights
Agent designated for such purpose. Neither the Rights Agent nor the Company
shall be obligated to take any action whatsoever with respect to the transfer of
any such surrendered Rights Certificate until the registered holder shall have
completed and signed the certificate contained in the form of assignment on the
reverse side of such Rights Certificate and shall have provided such additional
evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or
Affiliates or Associates thereof as the Company or the Rights Agent shall
reasonably request. Thereupon the Rights Agent shall, subject to Section 4(b),
Section 7(e), Section 14 and Section 24 hereof, countersign and deliver to the
Person entitled thereto a Rights Certificate or Rights Certificates, as the case
may be, as so requested. The Company may require payment by the holders of
Rights of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer, split up, combination or exchange of
Rights Certificates.

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

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

          (a)  Subject to Section 7(e) hereof, the registered holder of any
Rights Certificate may exercise the Rights evidenced thereby (except as
otherwise provided herein including, without limitation, the restrictions on
exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a)
hereof) in whole or in part at any time after the Distribution Date upon
surrender of the Rights Certificate, with the form of election to purchase and
the certificate on the reverse side thereof duly executed, to the Rights Agent
at the principal office or offices of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price with respect to
the total number of one one-hundredths of a share of Preferred Stock (or other
securities, cash or other assets, as the case may be) as to which such
surrendered Rights are then exercisable, at or prior to the earliest of (i) the
Close of Business on March __, 2010 (the "Final Expiration Date"), (ii) the time
at which the Rights are redeemed as provided in Section 23 hereof or (iii) the
time at which such Rights are exchanged pursuant to Section 24 hereof (the
earliest of (i), (ii) and (iii) being herein referred to as the "Expiration
Date").  Notwithstanding anything in this Agreement to the contrary, the Rights
shall not be exercisable prior to the Distribution Date.

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

                                       8
<PAGE>

          (c)  Upon receipt of a Rights Certificate representing exercisable
Rights, with the form of election to purchase and the certificate duly executed,
accompanied by payment, with respect to each Right so exercised, of the Purchase
Price per one one-hundredth of a share of Preferred Stock (or other securities,
cash or other assets, as the case may be) to be purchased as set forth below and
an amount equal to any applicable transfer tax required to be paid by the holder
of the Rights Certificate in accordance with Section 9(e) hereof, the Rights
Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (A)
requisition from any transfer agent of the shares of Preferred Stock (or make
available, if the Rights Agent is the transfer agent for such shares)
certificates for the total number of one one-hundredths of a share of Preferred
Stock to be purchased and the Company hereby irrevocably authorizes its transfer
agent to comply with all such requests, or (B) if the Company shall have elected
to deposit the total number of shares of Preferred Stock issuable upon exercise
of the Rights hereunder with a depositary agent, requisition from the depositary
agent depositary receipts representing such number of one one-hundredths of a
share of Preferred Stock as are to be purchased (in which case certificates for
the shares of Preferred Stock represented by such receipts shall be deposited by
the transfer agent with the depositary agent) and the Company will direct the
depositary agent to comply with such request, (ii) requisition from the Company
the amount of cash, if any, to be paid in lieu of fractional shares in
accordance with Section 14 hereof, (iii) after receipt of such certificates or
depositary receipts, cause the same to be delivered to or upon the order of the
registered holder of such Rights Certificate, registered in such name or names
as may be designated by such holder, and (iv) after receipt thereof, deliver
such cash, if any, to or upon the order of the registered holder of such Rights
Certificate.  The payment of the Purchase Price (as such amount may be reduced
pursuant to Section 11(a)(iii) hereof) shall be made in cash or by certified
bank check or bank draft payable to the order of the Company.  In the event that
the Company is obligated to issue other securities (including Common Stock) of
the Company, pay cash and/or distribute other property pursuant to Section 11(a)
hereof, the Company will make all arrangements necessary so that such other
securities, cash and/or other property are available for distribution by the
Rights Agent, if and when necessary to comply with the terms of this Agreement.
The Company reserves the right to require prior to the occurrence of a
Triggering Event that, upon any exercise of Rights, a number of Rights be
exercised so that only whole shares of Preferred Stock would be issued.

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

          (e)  Notwithstanding anything in this Agreement to the contrary, from
and after the first occurrence of a Section 11(a) (ii) Event, any Rights
beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an
Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
becomes such, or (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person (or
any Affiliate or Associate thereof) to holders of equity interests in such
Acquiring Person (or any Affiliate or Associate thereof) or to any Person with
whom the Acquiring Person (or any Affiliate or Associate thereof) has any
continuing agreement, arrangement or understanding regarding the transferred
Rights or (B) a transfer which the Board of Directors of the Company has
determined is part of a plan, arrangement or understanding which has as a
primary purpose or effect the avoidance

                                       9
<PAGE>

of this Section 7(e), shall become null and void without any further action and
no holder of such Rights shall have any rights whatsoever with respect to such
Rights, whether under any provision of this Agreement or otherwise. The Company
shall use all reasonable efforts to ensure that the provisions of this Section
7(e) and Section 4(b) hereof are complied with, but neither the Company nor the
Rights Agent shall have any liability to any holder of Rights Certificates or
other Person as a result of the Company's failure to make any determinations
with respect to an Acquiring Person or any of its Affiliates, Associates or
transferees hereunder. The Rights Agent will endeavor to comply with the
provisions of this Section 7(e) to the extent it has received instructions from
the Company concerning such matters.

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

          Section 8.    Cancellation and Destruction of Rights Certificates.
                        ---------------------------------------------------

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

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

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

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

                                       10
<PAGE>

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

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

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

          Section 10.    Preferred Stock Record Date.
                         ---------------------------

          Each Person in whose name any certificate for a number of one one-
hundredths of a share of Preferred Stock (or Common Stock and/or other
securities, as the case may be) is issued

                                       11
<PAGE>

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

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

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

         (a)(i) In the event the Company shall at any time after the
     date of this Agreement (A) declare a dividend on the Preferred
     Stock payable in shares of Preferred Stock, (B) subdivide the
     outstanding Preferred Stock, (C) combine the outstanding
     Preferred Stock into a smaller number of shares, or (D) issue any
     shares of its capital stock in a reclassification of the
     Preferred Stock (including any such reclassification in
     connection with a consolidation or merger in which the Company is
     the continuing or surviving corporation), except as otherwise
     provided in this Section 11(a) and Section 7(e) hereof, the
     Purchase Price in effect at the time of the record date for such
     dividend or of the effective date of such subdivision,
     combination or reclassification, and the number and kind of
     shares of Preferred Stock or capital stock, as the case may be,
     issuable on such date, shall be proportionately adjusted so that
     the holder of any Right exercised after such time shall be
     entitled to receive, upon payment of the Purchase Price then in
     effect, the aggregate number and kind of shares of Preferred
     Stock or capital stock, as the case may be, which, if such Right
     had been exercised immediately prior to such date and at a time
     when the Preferred Stock transfer books of the Company were open,
     such holder would have owned upon such exercise and been entitled
     to receive by virtue of such dividend, subdivision, combination
     or reclassification. If an event occurs which would require an
     adjustment under both this Section 11(a)(i) and Section 11(a)(ii)
     hereof, the adjustment provided for in this Section 11(a)(i)
     shall be in addition to, and shall be made prior to, any
     adjustment required pursuant to Section 11(a)(ii) hereof.

          (ii) Subject to Section 24 hereof, in the event any Person
     at any time after the Rights Dividend Declaration Date becomes an
     Acquiring Person, then each holder of a Right (except as provided
     below and in Section 7(e) hereof) shall thereafter have the right
     to receive, upon exercise thereof at a price equal to the then
     current Purchase Price in accordance with the terms of this
     Agreement, in lieu of a number of one one-

                                       12
<PAGE>

     hundredths of a share of Preferred Stock, such number of shares
     of Common Stock of the Company as shall equal the result obtained
     by (x) multiplying the then current Purchase Price by the then
     number of one one-hundredths of a share of Preferred Stock for
     which a Right was exercisable immediately prior to the first
     occurrence of a Section 11(a)(ii) Event and (y) dividing that
     product (which, following such first occurrence shall thereafter
     be referred to as the "Purchase Price" for each Right and for all
     purposes of this Agreement) by 50% of the current market price
     (determined pursuant to Section 11(d) hereof) per share of Common
     Stock on the date of such first occurrence (such number of
     shares, the "Adjustment Shares").

          (iii) In the event that the number of shares of Common Stock
     which are authorized by the Company's certificate of
     incorporation, as amended, but not outstanding or reserved for
     issuance for purposes other than upon exercise of the Rights, is
     not sufficient to permit the exercise in full of the Rights in
     accordance with the foregoing subparagraph (ii) of this Section
     11(a), the Company shall: (A) determine the value of the
     Adjustment Shares issuable upon the exercise of a Right (the
     "Current Value"), and (B) with respect to each Right, make
     adequate provision to substitute for the Adjustment Shares, upon
     payment of the applicable Purchase Price, (1) cash, (2) a
     reduction in the Purchase Price, (3) Common Stock or other equity
     securities of the Company (including, without limitation, shares,
     or units of shares, of preferred stock, such as the Preferred
     Stock, which the Board of Directors of the Company has deemed to
     have substantially the same value or economic rights as shares of
     Common Stock (such shares of preferred stock, "common stock
     equivalents")), (4) debt securities of the Company, (5) other
     assets, or (6) any combination of the foregoing, having an
     aggregate value equal to the Current Value (less the amount of
     any reduction in the Purchase Price), where such aggregate value
     has been determined by the Board of Directors of the Company
     based upon the advice of a nationally recognized investment
     banking firm selected by the Board of Directors of the Company;
     provided, however, if the Company shall not have made adequate
     provision to deliver value pursuant to clause (B) above within
     thirty (30) days following the later of (x) the first occurrence
     of a Section 11(a)(ii) Event and (y) the date on which the
     Company's right of redemption pursuant to Section 23(a) expires
     (the later of (x) and (y) being referred to herein as the
     "Section 11(a)(ii) Trigger Date"), then the Company shall be
     obligated to deliver, upon the surrender for exercise of a Right
     and without requiring payment of the Purchase Price, shares of
     Common Stock (to the extent available) and then, if necessary,
     cash, which shares and/or cash have an aggregate value equal to
     the Spread. For purposes of the preceding sentence, the term
     "Spread" shall mean the excess of (i) the Current Value over (ii)
     the Purchase Price. If the Board of Directors of the Company
     shall determine in good faith that it is likely that sufficient
     additional shares of Common Stock could be authorized for
     issuance upon exercise in full of the Rights, the thirty (30) day
     period set forth above may be extended to the extent necessary,
     but not more than ninety (90) days after the Section 11(a)(ii)
     Trigger Date, in order that the Company may seek stockholder
     approval for the authorization of such additional shares (such
     thirty (30) day period, as it may be extended, the "Substitution
     Period"). To the extent that action is to be taken pursuant to
     the first and/or third sentences of this Section 11(a)(iii), the
     Company (x) shall provide, subject to Section 7(e) hereof, that
     such action shall apply uniformly to all outstanding Rights, and
     (y) may suspend the exercisability of the Rights until the
     expiration of the Substitution Period in order

                                       13
<PAGE>

     to seek such stockholder approval for such authorization of
     additional shares and/or to decide the appropriate form of
     distribution to be made pursuant to such first sentence and to
     determine the value thereof. In the event of any such suspension,
     the Company shall issue a public announcement stating that the
     exercisability of the Rights has been temporarily suspended, as
     well as a public announcement at such time as the suspension is
     no longer in effect. For purposes of this Section 11(a)(iii), the
     value of each Adjustment Share shall be the current market price
     (as determined pursuant to Section 11(d) hereof) per share of
     Common Stock on the Section 11(a)(ii) Trigger Date and the value
     of any "common stock equivalent" shall be deemed to equal the
     current market price (as determined pursuant to Section 11(d)
     hereof) per share of the Common Stock on such date.

          (b)  In case the Company shall fix a record date for the issuance of
rights (other than the Rights), options or warrants to all holders of Preferred
Stock entitling them to subscribe for or purchase (for a period expiring within
forty-five (45) calendar days after such record date) Preferred Stock (or shares
having the same rights, privileges and preferences as the shares of Preferred
Stock ("equivalent preferred stock")) or securities convertible into Preferred
Stock or equivalent preferred stock at a price per share of Preferred Stock or
per share of equivalent preferred stock (or having a conversion price per share,
if a security convertible into Preferred Stock or equivalent preferred stock)
less than the current market price (as determined pursuant to Section 11(d)
hereof) per share of Preferred Stock on such record date, the Purchase Price to
be in effect after such record date shall be determined by multiplying the
Purchase Price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the number of shares of Preferred Stock
outstanding on such record date, plus the number of shares of Preferred Stock
which the aggregate offering price of the total number of shares of Preferred
Stock and/or equivalent preferred stock so to be offered (and/or the aggregate
initial conversion price of the convertible securities so to be offered) would
purchase at such current market price, and the denominator of which shall be the
number of shares of Preferred Stock outstanding on such record date, plus the
number of additional shares of Preferred Stock and/or equivalent preferred stock
to be offered for subscription or purchase (or into which the convertible
securities so to be offered are initially convertible).  In case such
subscription price may be paid by delivery of consideration part or all of which
may be in a form other than cash, the value of such consideration shall be as
determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent and
shall be binding on the Rights Agent and the holders of the Rights.  Shares of
Preferred Stock owned by or held for the account of the Company shall not be
deemed outstanding for the purpose of any such computation.  Such adjustment
shall be made successively whenever such a record date is fixed, and in the
event that such rights, options or warrants are not so issued, the Purchase
Price shall be adjusted to be the Purchase Price which would then be in effect
if such record date had not been fixed.

          (c) In case the Company shall fix a record date for the making of a
distribution to all holders of Preferred Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the
continuing corporation) of evidences of indebtedness, cash (other than a regular
periodic cash dividend out of the earnings or retained earnings of the Company),
assets (other than a dividend payable in Preferred Stock, but including any
dividend payable in stock other than Preferred Stock) or subscription rights or
warrants (excluding those referred to in Section 11(b) hereof), the Purchase
Price to be in effect after such record date shall be determined by multiplying
the Purchase Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the current market price (as
determined pursuant to

                                       14
<PAGE>

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

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

                                      15
<PAGE>

     the Company shall be used. The term "Trading Day" shall mean a day on which
     the principal national securities exchange on which the shares of Common
     Stock are listed or admitted to trading is open for the transaction of
     business or, if the shares of Common Stock are not listed or admitted to
     trading on any national securities exchange, a Business Day. If the Common
     Stock is not publicly held or not so listed or traded, "current market
     price" per share shall mean the fair value per share as determined in good
     faith by the Board of Directors of the Company, whose determination shall
     be described in a statement filed with the Rights Agent and shall be
     conclusive for all purposes.

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

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

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

                                       16
<PAGE>

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

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

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

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

          (k) Before taking any action that would cause an adjustment reducing
the Purchase Price below the then stated value, if any, of the number of one
one-hundredths of a share of Preferred Stock issuable upon exercise of the
Rights, the Company shall take any corporate action which may,

                                       17
<PAGE>

in the opinion of its counsel, be necessary in order that the Company may
validly and legally issue fully paid and nonassessable shares of Preferred Stock
at such adjusted Purchase Price.

          (l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuance to the holder of any Right exercised after such record date
the number of one one-hundredths of a share of Preferred Stock and other capital
stock or securities of the Company, if any, issuable upon such exercise over and
above the number of one one-hundredths of a share of Preferred Stock and other
capital stock or securities of the Company, if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such adjustment; provided,
                                                                       --------
however, that the Company shall deliver to such holder a due bill or other
-------
appropriate instrument evidencing such holder's right to receive such additional
shares (fractional or otherwise) or securities upon the occurrence of the event
requiring such adjustment.

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

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

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

                                       18
<PAGE>

          (p) In the event that the Company shall at any time after the Rights
Dividend Declaration Date and prior to the Distribution Date (i) declare a
dividend on the outstanding shares of Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine
the outstanding shares of Common Stock into a smaller number of shares, the
number of Rights associated with each share of Common Stock then outstanding, or
issued or delivered thereafter but prior to the Distribution Date, shall be
proportionately adjusted so that the number of Rights thereafter associated with
each share of Common Stock following any such event shall equal the result
obtained by multiplying the number of Rights associated with each share of
Common Stock immediately prior to such event by a fraction the numerator of
which shall be the total number of shares of Common Stock outstanding
immediately prior to the occurrence of the event and the denominator of which
shall be the total number of shares of Common Stock outstanding immediately
following the occurrence of such event.

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

          Whenever an adjustment is made as provided in Section 11 or Section 13
hereof, the Company shall (a) promptly prepare a certificate setting forth such
adjustment and a brief statement of the facts and computations accounting for
such adjustment, (b) promptly file with the Rights Agent, and with each transfer
agent for the Preferred Stock and the Common Stock, a copy of such certificate,
and (c) mail a brief summary thereof to each holder of a Rights Certificate (or,
if prior to the Distribution Date, to each holder of a certificate representing
shares of Common Stock) in accordance with Section 26 hereof.  The Rights Agent
shall be fully protected in relying on any such certificate and on any
adjustment therein contained and shall not be deemed to have knowledge of such
adjustment unless and until it shall have received such certificate.
Notwithstanding the foregoing sentence, the failure of the Company to make such
certificate or give such notice shall not affect the validity or the force or
effect of the requirement for such adjustment.  Any adjustment to be made
pursuant to Section 11 or Section 13 shall be effective as of the date of the
event giving rise to such adjustment.

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

          (a) In the event that, following the Stock Acquisition Date, directly
or indirectly, (x) the Company shall consolidate with, or merge with and into,
any other Person (other than a Subsidiary of the Company in a transaction which
complies with Section 11(o) hereof), and the Company shall not be the continuing
or surviving corporation of such consolidation or merger, or the Company shall
effect a statutory share exchange with the outstanding shares of Common Stock
being exchanged for stock or other securities of any Person, cash or property,
(y) any Person (other than a Subsidiary of the Company in a transaction which
complies with Section 11(o) hereof) shall consolidate with, or merge with or
into, the Company, and the Company shall be the continuing or surviving
corporation of such consolidation or merger and, in connection with such
consolidation or merger, all or part of the outstanding shares of Common Stock
shall be changed into or exchanged for stock or other securities of any other
Person or cash or any other property, or (z) the Company shall sell or otherwise
transfer (or one or more of its Subsidiaries shall sell or otherwise transfer),
in one transaction or a series of related transactions, assets, cash flow or
earning power aggregating more than 50% of the assets, cash flow or earning
power of the Company and its Subsidiaries (taken as a whole) to any Person or
Persons (other than the Company or any Subsidiary of the Company in one or more
transactions each of which complies with Section 11(o) hereof) (any event
described in clauses (x), (y) or (z) of this Section 13(a) following the Stock
Acquisition Date, a "Section 13 Event"), then, and in each such case, proper
provision shall be made so that: (i) each holder of a

                                       19
<PAGE>

Right, except as provided in Section 7(e) hereof, shall thereafter have the
right to receive upon the exercise thereof at the then current Purchase Price in
accordance with the terms of this Agreement, in lieu of a number of one one-
hundredths of a share of Preferred Stock, such number of validly authorized and
issued, fully paid, nonassessable and freely tradeable shares of Common Stock of
the Principal Party (as such term is hereinafter defined), not subject to any
liens, encumbrances, rights of first refusal or other adverse claims, as shall
be equal to the result obtained by (l) multiplying the then current Purchase
Price by the number of one one-hundredths of a share of Preferred Stock for
which a Right is exercisable immediately prior to the first occurrence of a
Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the
first occurrence of a Section 13 Event, multiplying the number of such one one-
hundredths of a share of Preferred Stock for which a Right was exercisable
immediately prior to the first occurrence of a Section 11(a)(ii) Event by the
Purchase Price in effect immediately prior to such first occurrence), and
dividing that product (which, following the first occurrence of a Section 13
Event, shall be referred to as the "Purchase Price" for each Right and for all
purposes of this Agreement) by (2) 50% of the current market price (determined
pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such
Principal Party on the date of consummation of such Section 13 Event; (ii) such
Principal Party shall thereafter be liable for, and shall assume, by virtue of
such Section 13 Event, all the obligations and duties of the Company pursuant to
this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to
such Principal Party, it being specifically intended that the provisions of
Section 11 hereof shall apply only to such Principal Party following the first
occurrence of a Section 13 Event; (iv) such Principal Party shall take such
steps (including, but not limited to, the reservation of a sufficient number of
shares of its Common Stock) in connection with the consummation of any such
transaction as may be necessary to assure that the provisions hereof shall
thereafter be applicable, as nearly as reasonably may be, in relation to its
shares of Common Stock thereafter deliverable upon the exercise of the Rights;
and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect
following the first occurrence of any Section 13 Event.

          (b) "Principal Party" shall mean:

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

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

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

                                       20
<PAGE>

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

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

          (ii)  deliver to holders of the Rights historical financial
     statements for the Principal Party and each of its Affiliates
     which comply in all respects with the requirements for
     registration on Form 10 under the Exchange Act (whether or not
     the Principal Party would otherwise be required to file such
     Form);

          (iii) use its reasonable best efforts, if the Common Stock
     of the Principal Party shall be listed or admitted to trading on
     the Nasdaq or on a national securities exchange, to list or admit
     to trading the Rights and the securities purchasable upon
     exercise of the Rights on the Nasdaq or such securities exchange;
     and

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

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

          (e)  In no event shall the Rights Agent have any liability in respect
of any such Principal Party transactions, including, without limitation, the
propriety thereof.  The Rights Agent may rely and be fully protected in relying
upon a certificate of the Company stating that the provisions of this Section 13
have been fulfilled.  The Rights Agent shall not be obligated to enter into any
supplemental agreement referenced in Section 13(c) if such supplemental
agreement would change or increase the duties, liabilities or obligations of the
Rights Agent hereunder.

          Section 14.    Fractional Rights and Fractional Shares.
                         ---------------------------------------

          (a)  The Company shall not be required to issue fractions of Rights,
except prior to the Distribution Date as provided in Section 11(p) hereof, or to
distribute Rights Certificates which evidence fractional Rights.  In lieu of
such fractional Rights, there shall be paid to the registered holders of the
Rights Certificates with regard to which such fractional Rights would otherwise
be issuable, an amount in cash equal to the same fraction of the current market
value of a whole Right.  For purposes of this Section 14(a), the current market
value of a whole Right shall be the closing

                                       21
<PAGE>

price of the Rights for the Trading Day immediately prior to the date on which
such fractional Rights would have been otherwise issuable. The closing price of
the Rights for any day shall be the last sale price, regular way, or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Rights are not listed or
admitted to trading on the New York Stock Exchange, as reported to the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Rights are listed or
admitted to trading, or if the Rights are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market,
as reported by Nasdaq or such other system then in use or, if on any such date
the Rights are not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker making a market
in the Rights selected by the Board of Directors of the Company. If on any such
date no such market maker is making a market in the Rights the fair value of the
Rights on such date as determined in good faith by the Board of Directors of the
Company shall be used.

          (b)  The Company shall not be required to issue fractions of shares of
Preferred Stock (other than fractions which are integral multiples of one one-
hundredth of a share of Preferred Stock) upon exercise of the Rights or to
distribute certificates which evidence fractional shares of Preferred Stock
(other than fractions which are integral multiples of one one-hundredth of a
share of Preferred Stock).  Fractions of shares of Preferred Stock in integral
multiples of one one-hundredth of a share may, at the election of the Company,
be evidenced by depositary receipts pursuant to an appropriate agreement between
the Company and a depositary selected by it; provided, however, that such
                                             --------  -------
agreement shall provide that the holders of such depositary receipts shall have
all the rights, privileges and preferences to which they are entitled as
beneficial owners of the shares represented by such depositary receipts.  In
lieu of fractional shares of Preferred Stock that are not integral multiples of
one one-hundredth of a share of Preferred Stock, the Company shall pay to the
registered holders of Rights Certificates at the time such Rights are exercised
as herein provided an amount in cash equal to the same fraction of the current
market value of one one-hundredth of a share of Preferred Stock.  For purposes
of this Section 14(b), the current market value of one one-hundredth of a share
of Preferred Stock shall be one one-hundredth of the closing price of a share of
Preferred Stock (as determined pursuant to Section 11(d)(ii) hereof) for the
Trading Day immediately prior to the date of such exercise.

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

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

                                       22
<PAGE>

          Section 15.    Rights of Action.
                         ----------------

          All rights of action in respect of this Agreement, other than rights
of action vested in the Rights Agent pursuant to the terms of this Agreement,
are vested in the respective registered holders of the Rights Certificates (and,
prior to the Distribution Date, the registered holders of the Common Stock); and
any registered holder of any Rights Certificate (or, prior to the Distribution
Date, of the Common Stock), without the consent of the Rights Agent or of the
holder of any other Rights Certificate (or, prior to the Distribution Date, of
the Common Stock), may, in such holder's own behalf and for such holder's own
benefit, 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 the Rights evidenced by such Rights Certificate in the manner
provided in such Rights Certificate and in this Agreement.  Without limiting the
foregoing or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and shall be entitled to specific performance
of the obligations hereunder and injunctive relief against actual or threatened
violations of the obligations hereunder of any Person subject to this Agreement.

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

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

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

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

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

                                       23
<PAGE>

     provided, however, the Company must use efforts to have any such
     --------  -------
     order, decree, judgment or ruling lifted or otherwise overturned
     as soon as possible.

          Section 17.    Rights Certificate Holder Not Deemed a Stockholder.
                         --------------------------------------------------

          No holder, as such, of any Rights Certificate shall be entitled to
vote, receive dividends or be deemed for any purpose to be the holder of the
number of one one-hundredths of a share of Preferred Stock or any other
securities of the Company which may at any time be issuable upon the exercise of
the Rights represented thereby, nor shall anything contained herein or in any
Rights Certificate be construed to confer upon the holder of any Rights
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 25 hereof), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by
such Rights Certificate shall have been exercised in accordance with the
provisions hereof.

          Section 18.    Concerning the Rights Agent.
                         ---------------------------

          (a)  The Company agrees to pay to the Rights Agent reasonable
compensation for all services rendered by it hereunder and, from time to time,
on demand of the Rights Agent, its reasonable expenses and counsel fees and
disbursements and other disbursements incurred in the administration and
execution of this Agreement and the exercise and performance of its duties
hereunder.

          (b)  The Rights Agent shall be authorized and protected and shall
incur no liability for or in respect of any action taken, suffered or omitted by
it in connection with its acceptance and administration of this Agreement in
reliance upon any Rights Certificate or certificate for Common Stock or for
other securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, instruction, direction,
consent, certificate, statement, or other paper or document believed by it to be
genuine and to be signed, and executed by the proper Person or Persons, or
otherwise upon the advice of counsel as set forth in Section 20.

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

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

                                       24
<PAGE>

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

          Section 20.    Duties of Rights Agent.
                         ----------------------

          The Rights Agent undertakes only the duties and obligations 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 shall be full and complete authorization and protection
     to the Rights Agent as to any action taken or omitted by it in
     good faith and in accordance with such opinion.

          (b)  Whenever in the performance of its duties under this
     Agreement the Rights Agent shall deem it necessary or desirable
     that any fact or matter (including, without limitation, the
     identity of any Acquiring Person and the determination of
     "current market price") be proved or established by the Company
     prior to taking or suffering any action hereunder, such fact or
     matter (unless other evidence in respect thereof be herein
     specifically prescribed) may be deemed to be conclusively proved
     and established by a certificate signed by the Chairman of the
     Board, the Chief Executive Officer, the President, any Vice
     President, the Treasurer, any Assistant Treasurer, the Secretary
     or any Assistant Secretary of the Company and delivered to the
     Rights Agent; and such certificate shall be full authorization to
     the Rights Agent for any action taken or suffered in good faith
     by it under the provisions of this Agreement in reliance upon
     such certificate.

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

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

          (e)  The Rights Agent shall not be under any responsibility
     in respect of the validity of this Agreement or the execution and
     delivery hereof (except the due execution hereof by the Rights
     Agent) or in respect of the validity or execution of any Rights
     Certificate (except its countersignature thereof); nor shall it
     be responsible for any breach by the Company of any covenant or
     condition contained in this Agreement or in any Rights
     Certificate; nor shall it be responsible for any adjustment
     required under the provisions of Section 11, Section 13 or
     Section 24 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

                                       25
<PAGE>

     with respect to the exercise of Rights evidenced by Rights
     Certificates after the Rights Agent's receipt of actual notice of
     any such adjustment); nor shall it by any act hereunder be deemed
     to make any representation or warranty as to the authorization or
     reservation of any shares of Common Stock or Preferred Stock to
     be issued pursuant to this Agreement or any Rights Certificate or
     as to whether any shares of Common Stock or Preferred Stock will,
     when so issued, be validly authorized and issued, fully paid and
     nonassessable.

          (f)  The Company agrees that it will perform, execute,
     acknowledge and deliver or cause to be performed, executed,
     acknowledged and delivered all such further and other acts,
     instruments and assurances as may 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 the Chairman of the Board, the Chief Executive
     Officer, the President, any Vice President, the Secretary, any
     Assistant Secretary, the Treasurer or any Assistant Treasurer of
     the Company, and to apply to such officers for advice or
     instructions in connection with its duties, and it shall incur no
     liability for or in respect of any action taken, suffered or
     omitted by it in good faith in accordance with instructions of
     any such officer.

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

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

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

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

                                       26
<PAGE>

          Section 21.    Change of Rights Agent.
                         ----------------------

          The Rights Agent or any successor Rights Agent may resign and be
discharged from its duties under this Agreement upon thirty (30) days' notice in
writing mailed to the Company by registered or certified mail.  The Company may
remove the Rights Agent or any successor Rights Agent upon thirty (30) days'
notice in writing, mailed to the Rights Agent or successor Rights Agent, as the
case may be, by registered or certified mail.  If the Rights Agent shall resign
or be removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent.  If the Company shall fail to make such
appointment within a period of thirty (30) days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Rights Certificate (who shall, with such notice, submit such holder's Rights
Certificate for inspection by the Company), then the Rights Agent (at the
Company's expense) or any registered holder of any Rights Certificate may apply
to any court of competent jurisdiction for the appointment of a new Rights
Agent.  Any successor Rights Agent, whether appointed by the Company or by such
a court, shall be (i) a Person organized and doing business under the laws of
the United States or of the State of Delaware or the State of New York (or of
any other state of the United States so long as such Person is authorized to do
business in the State of Delaware or the State of New York), in good standing,
having an office or agency in the State of New York or the State of Delaware,
which is authorized under such laws to exercise stock transfer powers and is
subject to supervision or examination by federal or state authority and which
has at the time of its appointment as Rights Agent a combined capital and
surplus of at least $50,000,000 or (ii) an Affiliate of such Person.  After
appointment, the successor Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights
Agent without further act or deed; but the predecessor Rights Agent shall
deliver and transfer to the successor Rights Agent any property at the time held
by it hereunder, and execute and deliver any further reasonable assurance,
conveyance, act or deed necessary for the purpose.  Not later than the effective
date of any such appointment, the Company shall file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the Common Stock
and the Preferred Stock, and mail a notice thereof in writing to the registered
holders of the Rights Certificates.  Failure to give any notice provided for in
this Section 21 or any defect therein shall not affect the legality or validity
of the resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.

          Section 22.    Issuance of New Rights Certificates.
                         -----------------------------------

          Notwithstanding any of the provisions of this Agreement or of the
Rights to the contrary, the Company may, at its option, issue new Rights
Certificates evidencing Rights in such form as may be approved by its Board of
Directors to reflect any adjustment or change in the Purchase Price and the
number or kind or class of shares or other securities or property purchasable
under the Rights Certificates made in accordance with the provisions of this
Agreement.  In addition, in connection with the issuance or sale of shares of
Common Stock following the Distribution Date and prior to the redemption or
expiration of the Rights, the Company (a) shall, with respect to shares of
Common Stock so issued or sold pursuant to the exercise of stock options or
under any employee plan or arrangement, granted or awarded prior to the
Distribution Date, or upon the exercise, conversion or exchange of securities
hereinafter issued by the Company, and (b) may, in any other case, if deemed
necessary or appropriate by the Board of Directors of the Company, issue Rights
Certificates representing an appropriate number of Rights in connection with
such issuance or sale; provided, however, that (i) no such Rights Certificate
                       --------  -------
shall be issued if, and to the extent that, the Company shall be advised by
counsel that such issuance would create a significant risk of material adverse
tax consequences to the Company or the Person to whom such Rights Certificate
would be

                                       27
<PAGE>

issued, and (ii) no such Rights Certificate shall be issued if, and to the
extent that, appropriate adjustment shall otherwise have been made in lieu of
the issuance thereof.

          Section 23.    Redemption and Termination.
                         --------------------------

          (a)  The Board of Directors of the Company may, at its option, at any
time prior to the earlier of (i) the Close of Business on the tenth day
following the Stock Acquisition Date (or, if the Stock Acquisition Date shall
have occurred prior to the Record Date, the Close of Business on the tenth day
following the Record Date), or (ii) the Final Expiration Date, redeem all but
not less than all of the then outstanding Rights at a redemption price of $.01
per Right, as such amount may be appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the date hereof
(such redemption price being hereinafter referred to as the "Redemption Price").
Notwithstanding anything contained in this Agreement to the contrary, the Rights
shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event
until such time as the Company's right of redemption hereunder has expired.  The
Company may, at its option, pay the Redemption Price in cash, shares of Common
Stock (based on the "current market price", as defined in Section 11(d)(i)
hereof, of the Common Stock at the time of redemption) or any other form of
consideration deemed appropriate by the Board of Directors.  The redemption of
the Rights by the Board of Directors may be made effective at such time, on such
basis and with such conditions as the Board of Directors in its sole discretion
may establish.

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

          Section 24.    Exchange.
                         --------

          (a)  The Board of Directors of the Company may, at its option, at any
time after any Person becomes an Acquiring Person, exchange all or part of the
then outstanding and exercisable Rights (which shall not include Rights that
have become null and void pursuant to the provisions of Section 7(e) hereof) for
shares of Common Stock at an exchange ratio of one share of Common Stock per
Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such exchange ratio being
hereinafter referred to as the "Exchange Ratio").  Notwithstanding the
foregoing, the Board of Directors of the Company shall not be empowered to
effect such exchange at any time after any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any Person organized, appointed or established by
the Company for or pursuant to the terms of any such plan), together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty
percent (50%) or more of the Common Stock then outstanding.

                                       28
<PAGE>

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

          (c)  In any exchange pursuant to this Section 24, the Company, at its
option, may substitute shares of Preferred Stock (or equivalent preferred stock,
as such term is defined in paragraph (b) of Section 11 hereof) for shares of
Common Stock exchangeable for Rights, at the initial rate of one one-hundredth
of a share of Preferred Stock (or equivalent preferred stock) for each share of
Common Stock, as appropriately adjusted to reflect adjustments in the voting
rights of the Preferred Stock pursuant to the terms thereof, so that the
fraction of a share of Preferred Stock delivered in lieu of each share of Common
Stock shall have the same voting rights as one share of Common Stock.

          (d)  In the event that there shall not be sufficient shares of Common
Stock issued but not outstanding or authorized but unissued to permit any
exchange of Rights as contemplated in accordance with this Section 24, the
Company shall take all such actions as may be necessary to authorize additional
shares of Common Stock for issuance upon exchange of the Rights.

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

          Section 25.    Notice of Certain Events.
                         ------------------------

          (a)  In case the Company shall propose, at any time after the
Distribution Date, (i) to pay any dividend payable in stock of any class to the
holders of Preferred Stock or to make any other distribution to the holders of
Preferred Stock (other than a regular periodic cash dividend out of the earnings
or retained earnings of the Company), or (ii) to offer to the holders of
Preferred Stock rights or warrants to subscribe for or to purchase any
additional shares of Preferred Stock or shares of stock of any class or any
other securities, rights or options, or (iii) to effect any reclassification of
its Preferred Stock (other than a reclassification involving only the
subdivision of outstanding shares of Preferred Stock), or (iv) to effect any
consolidation or merger into or with any other Person (other

                                       29
<PAGE>

than a Subsidiary of the Company in a transaction which complies with Section
11(o) hereof), or to effect any sale or other transfer (or to permit one or more
of its Subsidiaries to effect any sale or other transfer), in one transaction or
a series of related transactions, of more than 50% of the assets, cash flow or
earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person or Persons (other than the Company and/or any of its Subsidiaries
in one or more transactions each of which complies with Section 11(o) hereof),
or (v) to effect the liquidation, dissolution or winding up of the Company,
then, in each such case, the Company shall give to each holder of a Rights
Certificate and to the Rights Agent, to the extent feasible and in accordance
with Section 26 hereof, a notice of such proposed action, which shall specify
the record date for the purposes of such stock dividend, distribution of rights
or warrants, or the date on which such reclassification, consolidation, merger,
sale, transfer, liquidation, dissolution, or winding up is to take place and the
date of participation therein by the holders of the shares of Preferred Stock,
if any such date is to be fixed, and such notice shall be so given in the case
of any action covered by clause (i) or (ii) above at least twenty (20) days
prior to the record date for determining holders of the shares of Preferred
Stock for purposes of such action, and in the case of any such other action, at
least twenty (20) days prior to the date of the taking of such proposed action
or the date of participation therein by the holders of the shares of Preferred
Stock, whichever shall be the earlier.

          (b) In case a Section 11(a)(ii) Event shall occur, then, in any such
case, (i) the Company shall as soon as practicable thereafter give to each
holder of a Rights Certificate and to the Rights Agent, to the extent feasible
and in accordance with Section 26 hereof, a notice of the occurrence of such
event, which shall specify the event and the consequences of the event to
holders of Rights under Section 11(a)(ii) hereof, and (ii) all references in the
preceding paragraph to Preferred Stock shall be deemed thereafter to refer to
Common Stock and/or, if appropriate, other securities.

          Section 26.    Notices.
                         -------

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

          Edwards Lifesciences Corporation
          17221 Red Hill Avenue
          Irvine, California   92614
          Attention: General Counsel

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

                                       30
<PAGE>

          First Chicago Trust Company of New York

          ______________________________
          ______________________________
          ______________________________
          Attention: ___________________

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

          Section 27.    Supplements and Amendments.
                         --------------------------

          Prior to the Distribution Date, the Company and the Rights Agent
shall, if the Company so directs, supplement or amend any provision of this
Agreement without the approval of any holders of certificates representing
shares of Common Stock.  From and after the Distribution Date, the Company and
the Rights Agent shall, if the Company so directs, supplement or amend this
Agreement without the approval of any holders of Rights Certificates in order
(i) to cure any ambiguity, (ii) to correct or supplement any provision contained
herein which may be defective or inconsistent with any other provisions herein,
(iii) to shorten or lengthen any time period hereunder, or (iv) to change or
supplement the provisions hereunder in any manner which in the opinion of the
Company may deem necessary or desirable and which shall not adversely affect the
interests of the holders of Rights Certificates (other than an Acquiring Person
or an Affiliate or Associate of an Acquiring Person); provided, this Agreement
                                                      --------
may not be supplemented or amended to lengthen, pursuant to clause (iii) of this
sentence, (A) a time period relating to when the Rights may be redeemed at such
time as the Rights are not then redeemable, or (B) any other time period unless
such lengthening is for the purpose of protecting, enhancing or clarifying the
rights of, and/or the benefits to, the holders of Rights.  Upon the delivery of
a certificate from an appropriate officer of the Company which states that the
proposed supplement or amendment is in compliance with the terms of this Section
27, the Rights Agent shall execute such supplement or amendment.  Prior to the
Distribution Date, the interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Common Stock.

          Section 28.    Successors.
                         ----------

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

          Section 29.    Determination and Actions by the Board of Directors,
                         ----------------------------------------------------
etc.
---

          For all purposes of this Agreement, any calculation of the number of
shares of Common Stock outstanding at any particular time, including for
purposes of determining the particular percentage of such outstanding shares of
Common Stock of which any Person is the Beneficial Owner, shall be made in
accordance with the last sentence of Rule 13d-3(d)(l)(i) of the General Rules
and Regulations under the Exchange Act.  The Board of Directors of the Company
shall have the exclusive power and authority to administer this Agreement and to
exercise all rights and powers specifically granted to the Board of Directors of
the Company or to the Company, or as may be necessary or advisable in the
administration of this Agreement, including, without limitation,

                                       31
<PAGE>

the right and power to (i) interpret the provisions of this Agreement, and (ii)
make all determinations deemed necessary or advisable for the administration of
this Agreement (including, but not limited to, a determination to redeem or not
redeem the Rights or to amend this Agreement). All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) which are done or made by the Board
of Directors of the Company in good faith shall (x) be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights and all
other Persons, and (y) not subject the Board of Directors of the Company to any
liability to the holders of the Rights.

          Section 30.    Benefits of this Agreement.
                         --------------------------

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

          Section 31.    Severability.
                         ------------

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

          Section 32.    Governing Law.
                         -------------

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

                                       32
<PAGE>

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

          Section 34.    Descriptive Headings.
                         --------------------

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

                                       33
<PAGE>

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

                              EDWARDS LIFESCIENCES CORPORATION

                              By: ______________________________________
                                    Name:
                                    Title:

                               FIRST CHICAGO TRUST COMPANY OF NEW YORK,
                               A DIVISION OF EQUISERVE
                               ---------------------------------------
                              AS RIGHTS AGENT

                              By: ______________________________________
                                    Name:
                                    Title:

                                      34
<PAGE>

                                                                       Exhibit A
                                                                       ---------


                                    FORM OF

                          CERTIFICATE OF DESIGNATIONS

                                      OF

                 SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                      OF

                       EDWARDS LIFESCIENCES CORPORATION



                        Pursuant to Section 151 of the

                       Delaware General Corporation Act



          RESOLVED, that pursuant to the authority vested in the board of
directors (the "Board of Directors") of Edwards Lifesciences Corporation, a
Delaware corporation (the "Corporation"), by the Amended and Restated
Certificate of Incorporation (the "Charter"), the Board of Directors does hereby
create, authorize and provide for the issue of a series of Preferred Stock, par
value $.01 per share, of the Corporation, to be designated "Series A Junior
Participating Preferred Stock" (hereinafter referred to as the "Series A
Preferred Stock"), initially consisting of 4,000,000] shares, and to the extent
that the designations, powers, preferences and relative and other special rights
and the qualifications, limitations or restrictions of the Series A Preferred
Stock are not stated and expressed in the Charter, does hereby fix and herein
state and express such designations, powers, preferences and relative and other
special rights and the qualifications, limitations and restrictions thereof, as
follows (all terms used herein which are defined in the Charter shall be deemed
to have the meanings provided therein):

          Section 1.  Designation and Amount.  The shares of such series shall
                      ----------------------
be designated as "Series A Junior Participating Preferred Stock" and the number
of shares constituting such series shall be 4,000,000].  Such number of shares
may be increased or decreased by resolution of the Board of Directors; provided,
                                                                       --------
that no decrease shall reduce the number of shares of Series A Preferred Stock
to a number less than the number of shares then outstanding plus the number of
shares reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into shares of Series A Preferred Stock.

                                       1
<PAGE>

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

          (A)  Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock shall be entitled to receive, when, as and if declared
by the Board of Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the first business day of March, June,
September and December in each year (each such date being referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series A Preferred Stock, in an amount per share (rounded to the nearest cent)
equal to the greater of (a) $.01 or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock, par
value $1.00 per share, of the Corporation (the "Common Stock") since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock.  In the event the Corporation
shall at any time after March __, 2000 (the "Rights Declaration Date") (i)
declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each case the amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

          (B)  The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (A) above immediately after it
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock); provided, however, 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, subject to the prior and superior rights of the
holders of any shares of any series of Preferred Stock ranking prior to and
superior to the shares of Series A Preferred Stock with respect to dividends, a
dividend of $.01 per share on the Series A Preferred Stock shall nevertheless by
payable on such subsequent Quarterly Dividend Payment Date.

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

                                       2
<PAGE>

record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be no more than 60 days prior to the date fixed
for the payment thereof.

          Section 3.  Voting Rights.
                      -------------

          The holders of shares of Series A Preferred Stock shall have the
following voting rights:

          (A)  Subject to the provision for adjustment hereinafter set forth,
each share of Series A Preferred Stock shall entitle the holder thereof to 100
votes on all matters submitted to a vote of the stockholders of the Corporation.
In the event the Corporation shall at any time after the Rights Declaration Date
(i) declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the number of
votes per share to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event shall be adjusted by multiplying such
number by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

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

          (C)  (i)  If at any time dividends on any Series A Preferred Stock
shall be in arrears in an amount equal to six (6) quarterly dividends thereon,
the occurrence of such contingency shall mark the beginning of a period (herein
called a "default period") which shall extend until such time when all accrued
and unpaid dividends for all previous quarterly dividend periods and for the
current quarterly dividend period on all shares of Series A Preferred Stock then
outstanding shall have been declared and paid or set apart for payment.  During
each default period, all holders of Preferred Stock (including holders of the
Series A Preferred Stock) with dividends in arrears in an amount equal to six
(6) quarterly dividends thereon, voting as a class, irrespective of series,
shall have the right to elect two (2) Directors.

          (ii)  During any default period, such voting right of the holders of
     Series A Preferred Stock may be exercised initially at a special meeting
     called pursuant to subparagraph (iii) of this Section 3(C) or at any annual
     meeting of stockholders, and thereafter at annual meetings of stockholders,
     provided that such voting right shall not be exercised unless the holders
     of ten percent (10%) in number of shares of Preferred Stock outstanding
     shall be present in person or by proxy.  The absence of a quorum of the
     holders of Common Stock shall not affect the exercise by the holders of
     Preferred Stock of such voting rights.  At any meeting at which the holders
     of Preferred Stock shall exercise such voting right initially during an
     existing default period, they shall have the right, voting as a class, to
     elect Directors to fill such vacancies, if any, in the Board of Directors
     as may then exist up to two (2) Directors or, if such right is exercised at
     an annual meeting, to elect two (2) Directors.  If the number which may be
     so elected at any special meeting does not amount to the required number,
     the holders of the Preferred Stock shall have the right to make such
     increase in the number of Directors as shall be necessary to permit the
     election by them of the required number.  After the holders of the
     Preferred Stock shall have exercised their right to elect Directors in any

                                       3
<PAGE>

     default period and during the continuance of such period, the number of
     Directors shall not be increased or decreased except by vote of the holders
     of Preferred Stock as herein provided or pursuant to the rights of any
     equity securities ranking senior to or pari passu with the Series A
                                            ---- -----
     Preferred Stock.

          (iii)  Unless the holders of Preferred Stock shall, during an existing
     default period, have previously exercised their right to elect Directors,
     the Board of Directors may order, or any stockholder or stockholders owning
     in the aggregate not less than ten percent (10%) of the total number of
     shares of Preferred Stock outstanding, irrespective of series, may request,
     the calling of special meeting of the holders of Preferred Stock, which
     meeting shall thereupon be called by the Chairman of the Board, the Chief
     Executive Officer, the President, a Vice President or the Secretary of the
     Corporation.  Notice of such meeting and of any annual meeting at which
     holders of Preferred Stock are entitled to vote pursuant to this paragraph
     (C)(iii) shall be given to each holder of record of Preferred Stock by
     mailing a copy of such notice to him or her at his or her last address as
     the same appears on the books of the Corporation.  Such meeting shall be
     called for a time not earlier than 10 days and not later than 60 days after
     such order or request, or in default of the calling of such meeting within
     60 days after such order or request, such meeting may be called on similar
     notice by any stockholder or stockholders owning in the aggregate not less
     than ten percent (10%) of the total number of shares of Preferred Stock
     outstanding.  Notwithstanding the provisions of this paragraph (C)(iii), no
     such special meeting shall be called during the period within 60 days
     immediately preceding the date fixed for the next annual meeting of the
     stockholders.

          (iv)   In any default period, the holders of Common Stock, and, if
     applicable, other classes of capital stock of the Corporation, shall
     continue to be entitled to elect the whole number of Directors until the
     holders of Preferred Stock shall have exercised their right to elect two
     (2) Directors voting as a class, after the exercise of which right (x) the
     Directors so elected by the holders of Preferred Stock shall continue in
     office until their successors shall have been elected by such holders or
     until the expiration of the default period, and (y) any vacancy in the
     Board of Directors may (except as provided in paragraph (C)(ii) of this
     Section 3) be filled by vote of a majority of the remaining Directors
     theretofore elected by the holders of the class of capital stock which
     elected the Director whose office shall have become vacant.  References in
     this paragraph (C) to Directors elected by the holders of a particular
     class of stock shall include Directors appointed by such Directors to fill
     vacancies as provided in clause (y) of the foregoing sentence.

          (v)    Immediately upon the expiration of a default period, (x) the
     right of the holders of Preferred Stock as a class to elect Directors shall
     cease, (y) the term of any Directors elected by the holders of Preferred
     Stock as a class shall terminate, and (z) the number of Directors shall be
     such number as may be provided for in the articles of incorporation or by-
     laws irrespective of any increase made pursuant to the provisions of
     paragraph (C)(ii) of this Section 3 (such number being subject, however, to
     change thereafter in any manner provided by law or in the articles of
     incorporation or by-laws).  Any vacancies in the Board of Directors
     effected by the provisions of clauses (y) and (z) in the preceding sentence
     may be filled by a majority of the remaining Directors.

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

                                       4
<PAGE>

          Section 4.  Certain Restrictions.
                      --------------------

          (A)  Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:

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

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

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

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

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

          Section 5.  Reacquired Shares.
                      -----------------

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

                                       5
<PAGE>

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

          (A)  Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Corporation, no distribution shall be made to the holders of
shares of capital stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock unless,
prior thereto, the holders of shares of Series A Preferred Stock shall have
received $100 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment
(the "Series A Liquidation Preference").  Following the payment of the full
amount of the Series A Liquidation Preference, no additional distributions shall
be made to the holders of shares of Series A Preferred Stock unless, prior
thereto, the holders of shares of Common Stock shall have received an amount per
share (the "Common Adjustment") equal to the quotient obtained by dividing (i)
the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as
set forth in subparagraph (C) below to reflect such events as stock splits,
stock dividends and recapitalizations with respect to the Common Stock) (such
number in clause (ii), the "Adjustment Number").  Following the payment of the
full amount of the Series A Liquidation Preference and the Common Adjustment in
respect of all outstanding shares of Series A Preferred Stock and Common Stock,
respectively, and the payment of liquidation preferences of all other shares of
capital stock which rank prior to or on a parity with Series A Preferred Stock,
holders of Series A Preferred Stock and holders of shares of Common Stock shall
receive their ratable and proportionate share of the remaining assets to be
distributed in the ratio of the Adjustment Number to 1 with respect to such
Preferred Stock and Common Stock, on a per share basis, respectively.

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

          (C)  In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment 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.

          Section 7.  Consolidation, Merger, etc.
                      --------------------------

          In case the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case the shares of Series A Preferred Stock shall at
the same time be similarly exchanged or changed into an amount per share
(subject to the provision for adjustment hereinafter set forth) equal to 100
times the aggregate amount of capital stock, securities, cash and/or any other
property (payable in kind), as the case may be, for which or into which each
share of Common Stock is exchanged or changed.  In the event the Corporation
shall at any time after the Rights Declaration Date (i) declare any dividend on
Common

                                       6
<PAGE>

Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a smaller number of
shares, then in each such case the amount set forth in the preceding sentence
with respect to the exchange or change of shares of Series A Preferred Stock
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

          Section 8.  No Redemption.
                      -------------

          The shares of Series A Preferred Stock shall not be redeemable.

          Section 9.  Ranking.
                      -------

          The Series A Preferred Stock shall rank junior to all other series of
the Corporation's Preferred Stock as to the payment of dividends and the
distribution of assets, whether or not upon the dissolution, liquidation or
winding up of the Corporation, unless the terms of any such series shall provide
otherwise.

          Section 10.  Amendment.
                       ---------

          The Charter shall not be amended in any manner which would materially
alter or change the powers, preferences or special rights of the Series A
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of at least two-thirds of the outstanding shares of Series A
Preferred Stock, voting separately as a class.

          Section 11.  Fractional Shares.
                       -----------------

          Series A Preferred Stock may be issued in fractions of a share which
shall entitle the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series A Preferred Stock.

                                       7
<PAGE>

                                                                       Exhibit B
                                                                       ---------


                         [Form of Rights Certificate]

Certificate No. R-                                               ________ Rights


NOT EXERCISABLE AFTER MARCH __, 2010 OR EARLIER IF REDEEMED OR EXCHANGED BY
THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY,
AT $.01 PER RIGHT, AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN
ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY
SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS
REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A
PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).
ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY
BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH
AGREEMENT.]/1/





___________________
/1/ The portion of the legend in brackets shall be inserted only if applicable
and shall replace the preceding sentence.

                                       1
<PAGE>

                              RIGHTS CERTIFICATE

                       Edwards Lifesciences Corporation



          This certifies that _______________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of ____________, 2000 (the "Rights Agreement"), between
Edwards Lifesciences Corporation, a Delaware corporation (the "Company"), and
First Chicago Trust Company of New York, a division of Equiserve (the "Rights
Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York
time) on March __, 2010 at the office or offices of the Rights Agent designated
for such purpose, or its successors as Rights Agent, one one-hundredth of a
fully paid, nonassessable share of Series A Junior Participating Preferred
Stock, par value $.01 per share (the "Preferred Stock"), of the Company, at a
purchase price of $__ per one one-hundredth of a share (the "Purchase Price"),
upon presentation and surrender of this Rights Certificate with the Form of
Election to Purchase and related Certificate duly executed. The number of Rights
evidenced by this Rights Certificate (and the number of shares which may be
purchased upon exercise thereof) set forth above, and the Purchase Price per
share set forth above, are the number and Purchase Price as of March __,
2000, based on the Preferred Stock as constituted at such date. The Company
reserves the right to require prior to the occurrence of a Triggering Event (as
such term is defined in the Rights Agreement) that, upon any exercise of Rights,
a number of Rights be exercised so that only whole shares of Preferred Stock
will be issued.

          Upon the occurrence of a Section 11(a)(ii) Event (as such term is
defined in the Rights Agreement), if the Rights evidenced by this Rights
Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or
Associate of any such Acquiring Person (as such terms are defined in the Rights
Agreement), (ii) a transferee of any such Acquiring Person, Associate or
Affiliate, or (iii) under certain circumstances specified in the Rights
Agreement, a transferee of a person who, after such transfer, became an
Acquiring Person or an Affiliate or Associate of such Person, such Rights shall
become null and void and no holder hereof shall have any right with respect to
such Rights from and after the occurrence of such Section 11(a)(ii) Event.

          As provided in the Rights Agreement, the Purchase Price and the number
and kind of shares of Preferred Stock or other securities which may be purchased
upon the exercise of the Rights evidenced by this Rights Certificate are subject
to modification and adjustment upon the happening of certain events, including
Triggering Events.

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

                                       2
<PAGE>

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

          Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may, in each case at the option of the Company, be
(i) redeemed by the Company at its option at a redemption price of $.01 per
Right or (ii) exchanged in whole or in part for shares of Common Stock or other
securities of the Company.  Immediately upon the action of the Board of
Directors of the Company authorizing redemption, the Rights will terminate and
the only right of the holders of Rights will be to receive the redemption price.

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

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

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

                                       3
<PAGE>

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


Dated as of  ________________, ____

ATTEST:                                    EDWARDS LIFESCIENCES CORPORATION

____________________________               By:  ___________________________
Secretary                                          Name:
                                                   Title:
Countersigned:


Date:_______________________

FIRST CHICAGO TRUST COMPANY
OF NEW YORK, A DIVISION OF
EQUISERVE,
----------------------------
as Rights Agent

By:  _______________________
       Authorized Signatory

                                       4
<PAGE>

                 [Form of Reverse Side of Rights Certificate]

                              FORM OF ASSIGNMENT

               (To be executed by the registered holder if such

              holder desires to transfer the Rights Certificate.)


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

Dated: ___________________, ____

                                        _______________________________________
                                        Signature

Signature Guaranteed:

                                       5
<PAGE>

                                  Certificate

          The undersigned hereby certifies by checking the appropriate boxes
that:

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

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

Dated: _______________, ____

                                       _______________________________________
                                           Signature

Signature Guaranteed:

                                       6
<PAGE>

                                    NOTICE


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

                         FORM OF ELECTION TO PURCHASE

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

TO:  EDWARDS LIFESCIENCES CORPORATION

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

Please insert social security
or other identifying number: ______________________

______________________________________________________________________________
                        (Please print name and address)
______________________________________________________________________________

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

Please insert social security
or other identifying number: ______________________

______________________________________________________________________________
               (Please print name and address)
______________________________________________________________________________

Dated:  _____________,

                                      ________________________________________
                                         Signature

Signature Guaranteed:

                                       7
<PAGE>

                                  Certificate

          The undersigned hereby certifies by checking the appropriate boxes
that:

          (1)  the Rights evidenced by this Rights Certificate [_] are [_] are
     not being exercised by or on behalf of a Person who is or was an Acquiring
     Person or an Affiliate or Associate of an Acquiring Person (as such terms
     are defined pursuant to the Rights Agreement);

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

Dated: ____________, ____

                                    _______________________________________
                                    Signature

Signature Guaranteed:

                                    NOTICE

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

                                       8
<PAGE>

                                                                       Exhibit C
                                                                       ---------


                 SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK

          On March __, 2000, the Board of Directors of Edwards Lifesciences
Corporation (the "Company") declared a dividend distribution of one Right for
each outstanding share of the Company's common stock, par value $1.00 per share
("Common Stock"), to stockholders of record at the Close of Business on
March __, 2000.  Each Right entitles the registered holder to purchase from
the Company a unit consisting of one one-hundredth of a share (a "Unit") of
Series A Junior Participating Preferred Stock, par value $.01 per share (the
"Preferred Stock"), at a Purchase Price of $__ per Unit, subject to adjustment.
The following is a summary description of the Rights and is qualified in its
entirety by the Rights Agreement (the "Rights Agreement") dated as of
March __, 2000 between the Company and First Chicago Trust Company of New York,
a division of Equiserve, as Rights Agent.

          Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
certificates will be distributed.  The Rights will separate from the Common
Stock and the Distribution Date will occur upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding shares of
Common Stock (the "Stock Acquisition Date") or (ii) 10 business days (or such
later date as may be determined by action of the Board of Directors prior to
such time as any person or group becomes an Acquiring Person) following the
commencement of a tender offer or exchange offer which, if consummated, would
result in a person or group beneficially owning 15% or more of the outstanding
shares of Common Stock.

          Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates issued after March __.,
2000, will contain a notation incorporating the Rights Agreement by reference
and (iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.

          Pursuant to the Rights Agreement, the Company reserves the right to
require prior to the occurrence of a Triggering Event (as defined below) that,
upon any exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.

          The Rights are not exercisable until the Distribution Date and will
expire at the Close of Business on March __, 2010, unless earlier redeemed by
the Company as described below.

          As soon as practicable after the Distribution Date, Rights
certificates will be mailed to holders of record of the Common Stock as of the
Close of Business on the Distribution Date and, thereafter, the separate Rights
certificates alone will represent the Rights.  Except as otherwise provided in
the Rights Agreement, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.

          In the event that, at any time following the Distribution Date, a
person or group becomes an Acquiring Person, each holder of a Right will
thereafter have the right to receive, upon

                                       1
<PAGE>

exercise, Common Stock having a value equal to two times the exercise price of
the Right. If an insufficient number of shares of Common Stock is authorized for
issuance, then the Board would be required to substitute cash, property or other
securities of the Company for the Common Stock. Notwithstanding any of the
foregoing, following the occurrence of the event set forth in this paragraph,
all Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void. However, Rights are not exercisable following the occurrence of the event
set forth in this paragraph until such time as the Rights are no longer
redeemable by the Company as set forth below.

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

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

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

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

          At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of one share of
Common Stock, or one one-hundredth of a share of Preferred Stock (or of a share
of a class or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).

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<PAGE>

          In general, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (subject to adjustment and payable in cash,
Common Stock or other consideration deemed appropriate by the Board of
Directors) at any time until ten days following the Stock Acquisition Date.
Immediately upon the action of the Board of Directors authorizing any
redemption, the Rights will terminate and the only right of the holders of
Rights will be to receive the redemption price.

          Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.  While the distribution of the Rights will not
result in the recognition of taxable income by stockholders or the Company,
stockholders may, depending upon the circumstances, recognize taxable income
after a Triggering Event.

          The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, except that from
and after such time as any person or group of affiliated or associated persons
becomes an Acquiring Person no such amendment may adversely affect the interests
of the holders of the Rights.

          A copy of the Rights Agreement is available free of charge from the
Company.  This description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.

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