<PAGE>   1










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                     STOCKHOLDER PROTECTION RIGHTS AGREEMENT


                                   dated as of


                                February 15, 2000


                                     Between


                        COVAD COMMUNICATIONS GROUP, INC.


                                       And


                                BANKBOSTON, N.A.,


                                 as Rights Agent










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                                TABLE OF CONTENTS

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ARTICLE I         CERTAIN DEFINITIONS.....................................................................2

         1.1      Certain Definitions.....................................................................2

ARTICLE II        THE RIGHTS..............................................................................9

         2.1      Summary of Rights.......................................................................9

         2.2      Legend on Common Stock and Class B Common Stock Certificates............................9

         2.3      Exercise of Rights; Separation of Rights...............................................10

         2.4      Adjustments to Exercise Price; Number of Rights........................................13

         2.5      Date on Which Exercise is Effective....................................................15

         2.6      Execution, Authentication, Delivery and Dating of Rights Certificates..................16

         2.7      Registration, Registration of Transfer and Exchange....................................16

         2.8      Mutilated, Destroyed, Lost and Stolen Rights Certificates..............................17

         2.9      Persons Deemed Owners..................................................................18

         2.10     Delivery and Cancellation of Certificates..............................................19

         2.11     Agreement of Rights Holders............................................................19

ARTICLE III       ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS.........................20

         3.1      Flip-in................................................................................20

         3.2      Flip-over..............................................................................23

ARTICLE IV        THE RIGHTS AGENT.......................................................................25

         4.1      General................................................................................25

         4.2      Merger or Consolidation or Change of Name of Rights Agent..............................26

         4.3      Duties of Rights Agent.................................................................27

         4.4      Change of Rights Agent.................................................................29

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ARTICLE V         MISCELLANEOUS..........................................................................31

         5.1      Redemption.............................................................................31

         5.2      Expiration.............................................................................32

         5.3      Issuance of New Rights Certificates....................................................32

         5.4      Supplements and Amendments.............................................................33

         5.5      Fractional Shares......................................................................33

         5.6      Rights of Action.......................................................................33

         5.7      Holder of Rights Not Deemed a Stockholder..............................................34

         5.8      Notice of Proposed Actions.............................................................34

         5.9      Notices................................................................................35

         5.10     Suspension of Exercisability...........................................................36

         5.11     Costs of Enforcement...................................................................36

         5.12     Successors.............................................................................36

         5.13     Benefits of this Agreement.............................................................36

         5.14     Determination and Actions by the Board of Directors, etc...............................37

         5.15     Descriptive Headings...................................................................37

         5.16     Governing Law..........................................................................37

         5.17     Counterparts...........................................................................38

         5.18     Severability...........................................................................38

         5.19     Class B Common Stock...................................................................38
</TABLE>


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<PAGE>   4

                     STOCKHOLDER PROTECTION RIGHTS AGREEMENT

     STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this
"Agreement"), dated as of February 15, 2000, between Covad Communications Group,
Inc., a Delaware corporation (the "Company"), and BankBoston, N.A., a national
banking association, as Rights Agent (the "Rights Agent", which term shall
include any successor Rights Agent hereunder).

                                   WITNESSETH:

     WHEREAS, the Board of Directors of the Company has (a) authorized and
declared a dividend of one right ("Right") in respect of each share of Common
Stock (as hereinafter defined) and Class B Common Stock (as hereinafter defined)
held of record as of the close of business on February 15, 2000 (the "Record
Time") and (b) authorized the issuance of one Right in respect of each share of
Common Stock and Class B Common Stock issued after the Record Time and prior to
the Separation Time (as hereinafter defined) and, to the extent provided in
Section 5.3, each share of Common Stock and Class B Common Stock issued after
the Separation Time;

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

     WHEREAS, the Company desires to appoint the Rights Agent to act on behalf
of the Company, and the Rights Agent is willing so to act, in connection with
the issuance, transfer, exchange and replacement of Rights Certificates (as
hereinafter defined), the exercise of Rights and other matters referred to
herein;

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


<PAGE>   5

                                   ARTICLE I

                               CERTAIN DEFINITIONS

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

     "Acquiring Person" shall mean any Person who is a Beneficial Owner of 15%
or more of the outstanding shares of Common Stock; provided, however, that the
term "Acquiring Person" shall not include any Person (i) who shall become the
Beneficial Owner of 15% or more of the outstanding shares of Common Stock solely
as a result of an acquisition by the Company of shares of Common Stock, until
such time thereafter as such Persons shall become the Beneficial Owner (other
than by means of a stock dividend or stock split) of any additional shares of
Common Stock, (ii) who is the Beneficial Owner of 15% or more of the outstanding
shares of Common Stock but who acquired Beneficial Ownership of shares of Common
Stock without any plan or intention to seek or affect control of the Company, if
such Person promptly enters into an irrevocable commitment promptly to divest,
and thereafter promptly divests (without exercising or retaining any power,
including voting, with respect to such shares), sufficient shares of Common
Stock (or securities convertible into, exchangeable into or exercisable for
Common Stock) so that such Person ceases to be the Beneficial Owner of 15% or
more of the outstanding shares of Common Stock or (iii) who Beneficially Owns
shares of Common Stock consisting solely of one or more of (A) shares of Common
Stock Beneficially Owned pursuant to the grant or exercise of an option granted
to such Person by the Company in connection with an agreement to merge with, or
acquire, the Company at a time at which there is no Acquiring Person, (B) shares
of Common Stock (or securities convertible into, exchangeable into or
exercisable for Common Stock), Beneficially Owned by such Person or its
Affiliates or Associates at the time of grant of such option or (C) shares of
Common Stock (or securities


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<PAGE>   6

convertible into, exchangeable into or exercisable for Common Stock) acquired
by Affiliates or Associates of such Person after the time of such grant which,
in the aggregate, amount to less than 1% of the outstanding shares of Common
Stock. In addition, the Company, any wholly-owned Subsidiary of the Company and
any employee stock ownership or other employee benefit plan of the Company or a
wholly-owned Subsidiary of the Company shall not be an Acquiring Person.

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

     A Person shall be deemed the "Beneficial Owner", and to have "Beneficial
Ownership" of, and to "Beneficially Own", any securities as to which such Person
or any of such Person's Affiliates or Associates is or may be deemed to be the
beneficial owner of pursuant to Rule 13d-3 and 13d-5 under the Securities
Exchange Act, as such Rules are in effect on the date of this Agreement as well
as any securities as to which such Person or any of such Person's Affiliates or
Associates has the right to become Beneficial Owner (whether such right is
exercisable immediately or only after the passage of time or the occurrence of
conditions) pursuant to any agreement, arrangement or understanding, or upon the
exercise of conversion rights, exchange rights, rights (other than the Rights),
warrants or options, or otherwise; provided, however, that a Person shall not be
deemed the "Beneficial Owner", or to have "Beneficial Ownership" of, or to
"Beneficially Own", any security (i) solely because such security has been
tendered pursuant to a tender or exchange offer made by such Person or any of
such Person's Affiliates or Associates until such tendered security is accepted
for payment or exchange or (ii) solely because such Person or any of such
Person's Affiliates or Associates has or shares the power to vote or direct the
voting of such security pursuant to a revocable proxy given in response to a
public proxy or consent solicitation made to more


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<PAGE>   7

than ten holders of shares of a class of stock of the Company registered under
Section 12 of the Securities Exchange Act of 1934 and pursuant to, and in
accordance with, the applicable rules and regulations under the Securities
Exchange Act of 1934, except if such power (or the arrangements relating
thereto) is then reportable under Item 6 of Schedule 13D under the Securities
Exchange Act of 1934 (or any similar provision of a comparable or successor
report). For purposes of this Agreement, in determining the percentage of the
outstanding shares of Common Stock with respect to which a Person is the
Beneficial Owner, all shares as to which such Person is deemed the Beneficial
Owner shall be deemed outstanding.

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

     "Class B Common Stock" shall mean the shares of Class B Common Stock, par
value $.001 per share, of the Company

     "Close of business" on any given date shall mean 5:00 p.m. New York City
time on such date (or, if such date is not a Business Day, 5:00 p.m. New York
City time on the next succeeding Business Day) at which the New York City office
of the transfer agent for the Common Stock (or, after the Separation Time, the
New York City office of the Rights Agent) are closed to the public.

     "Common Stock" shall mean the shares of Common Stock, par value $.001 per
share), of the Company.

     "Exchange Time" shall mean the time at which the right to exercise the
Rights shall terminate pursuant to Section 3.1(c) hereof.

     "Exercise Price" shall mean, as of any date, the price at which a holder
may purchase the securities issuable upon exercise of one whole Right. Until
adjustment thereof in accordance with the terms hereof, the Exercise Price shall
equal $400.00.



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<PAGE>   8

     "Expiration Time" shall mean the earliest of (i) the Exchange Time, (ii)
the Redemption Time, (iii) the close of business on the tenth-year anniversary
of the Record Time and (iv) upon the merger of the Company with or into another
corporation pursuant to an agreement entered into when there is no Acquiring
Person.

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

     "Flip-over Entity," for purposes of Section 3.2, shall mean (i) in the case
of a Flip-over Transaction or Event described in clause (i) of the definition
thereof, the Person issuing any securities into which shares of Common Stock are
being converted or exchanged and, if no such securities are being issued, the
other party to such Flip-over Transaction or Event and (ii) in the case of a
Flip-over Transaction or Event referred to in clause (ii) of the definition
thereof, the Person receiving the greatest portion of the assets or earning
power being transferred in such Flip-over Transaction or Event, provided in all
cases if such Person is a subsidiary of a corporation, the parent corporation
shall be the Flip-Over Entity.

     "Flip-over Stock" shall mean the capital stock (or similar equity interest)
with the greatest voting power in respect of the election of directors (or other
persons similarly responsible for direction of the business and affairs) of the
Flip-Over Entity.

     "Flip-over Transaction or Event" shall mean a transaction or series of
transactions after the time when an Acquiring Person has become such in which,
directly or indirectly, (i) the Company shall consolidate or merge or
participate in a share exchange with any other Person if, at the time of the
consolidation, merger or share exchange or at the time the Company enters into
any agreement with respect to any such consolidation, merger or share




                                      -5-
<PAGE>   9

exchange, the Acquiring Person controls the Board of Directors of the Company
and any term of or arrangement concerning the treatment of shares of capital
stock in such consolidation, merger or share exchange relating to the Acquiring
Person is not identical to the terms and arrangements relating to other holders
of the Common Stock or (ii) the Company shall sell or otherwise transfer (or one
or more of its Subsidiaries shall sell or otherwise transfer) assets (A)
aggregating more than 50% of the assets (measured by either book value or fair
market value) or (B) generating more than 50% of the revenue, operating income
or cash flow, of the Company and its Subsidiaries (taken as a whole) to any
Person (other than the Company or one or more of its wholly owned Subsidiaries)
or to two or more such Persons which are Affiliates or Associates or otherwise
acting in concert, if, at the time of the entry by the Company (or any such
Subsidiary) into an agreement with respect to such sale or transfer of assets,
the Acquiring Person controls the Board of Directors of the Company. For
purposes of the foregoing description, the term "Acquiring Person" shall include
any Acquiring Person and Affiliates and Associates counted together as a single
Person.

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




                                      -6-
<PAGE>   10

of the closing bid and asked prices, regular way, for each share of such
securities, 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, Inc. or, if the securities are not listed or admitted
to trading on the New York Stock Exchange, Inc., as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the securities are listed or
admitted to trading or, if the securities are not listed or admitted to trading
on any national securities exchange, as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System or such other system then in
use, or, if on any such date the securities are not listed or admitted to
trading on any national securities exchange or quoted by any such organization,
the average of the closing bid and asked prices as furnished by a professional
market maker making a market in the securities selected by the Board of
Directors of the Company; provided, however, that if on any such date the
securities are not listed or admitted to trading on a national securities
exchange or traded in the over-the-counter market, the closing price per share
of such securities on such date shall mean the fair value per share of
securities on such date as determined in good faith by the Board of Directors of
the Company, after consultation with a nationally recognized investment banking
firm, and set forth in a certificate delivered to the Rights Agent.

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

     "Preferred Stock" shall mean the series of Participating Preferred Stock,
par value $.001 per share, of the Company created by a Certificate of
Designation and Terms in substantially the form set forth in Exhibit B hereto
appropriately completed.

     "Redemption Price" shall mean an amount equal to one-tenth of one cent,
$0.001.




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<PAGE>   11

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

     "Separation Time" shall mean the close of business on the earlier of (i)
the tenth Business Day (or such later date as the Board of Directors of the
Company may from time to time fix by resolution adopted prior to the Separation
Time that would otherwise have occurred) after the date on which any Person
commences a tender or exchange offer which, if consummated, would result in such
Person's becoming an Acquiring Person and (ii) the Flip-in Date; provided,
however, that if the foregoing results in the Separation Time being prior to the
Record Time, the Separation Time shall be the Record Time; and provided further,
that if any tender or exchange offer referred to in clause (i) of this paragraph
is cancelled, terminated or otherwise withdrawn prior to the Separation Time
without the purchase of any shares of Common Stock pursuant thereto, such offer
shall be deemed, for purposes of this paragraph, never to have been made.

     "Stock Acquisition Date" shall mean the first date of public announcement
by the Company (by any means) or by an Acquiring Person (including by means of
filing a Schedule 13D or Schedule 13G under the Securities Exchange Act of 1934
(or any comparable or successor report or schedule) or an amendment thereto)
that an Acquiring Person has become such.

     "Subsidiary" of any specified Person shall mean any corporation or other
entity of which a majority of the voting power of the equity securities or a
majority of the equity interest is Beneficially Owned, directly or indirectly,
by such Person.

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




                                      -8-

<PAGE>   12


admitted to trading is open for the transaction of business or, if such
securities are not listed or admitted to trading on any national securities
exchange, a Business Day.

                                   ARTICLE II

                                   THE RIGHTS

     2.1 Summary of Rights. As soon as practicable after the Record Time, the
Company will mail a letter summarizing the terms of the Rights to each holder of
record of Common Stock or Class B Common Stock as of the Record Time, at such
holder's address as shown by the records of the Company.

     2.2 Legend on Common Stock and Class B Common Stock Certificates.
Certificates for the Common Stock and Class B Common Stock issued after the
Record Time but prior to the Separation Time shall evidence one Right for each
share of Common Stock or Class B Common Stock represented thereby and shall have
impressed on, printed on, written on or otherwise affixed to them the following
legend:

     Until the Separation Time (as defined in the Rights Agreement referred to
     below), this certificate also evidences and entitles the holder hereof to
     certain Rights as set forth in a Rights Agreement, dated as of February 15,
     2000 (as such may be amended from time to time, the "Rights Agreement"),
     between Covad Communications Group, Inc. (the "Company") and BankBoston,
     N.A., as Rights Agent, the terms of which are hereby incorporated herein by
     reference and a copy of which is on file at the principal executive offices
     of the Company. Under certain circumstances, as set forth in the Rights
     Agreement, such Rights may be redeemed, may be exchanged for shares of
     Common Stock or other securities or assets of the Company or a Subsidiary
     of the Company, may expire, may become void (if they are "Beneficially
     Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as
     such terms are defined in the Rights Agreement, or by any transferee of any
     of the foregoing) or may be evidenced by separate certificates and may no
     longer be evidenced by this certificate. The Company will mail or arrange
     for the mailing of a copy of the Rights Agreement to the holder of this
     certificate without charge within five days after the receipt of a written
     request therefor.

Certificates representing shares of Common Stock or Class B Common Stock that
are issued and outstanding at the Record Time shall evidence one Right for each
share of Common




                                      -9-
<PAGE>   13


Stock or Class B Common Stock evidenced thereby notwithstanding the absence of
the foregoing legend.

     2.3 Exercise of Rights; Separation of Rights.

          (a) Subject to Sections 3.1, 5.1 and 5.10 and subject to adjustment as
herein set forth, each Right will entitle the holder thereof, after the
Separation Time and prior to the Expiration Time, to purchase, for the Exercise
Price, one one-thousandth of a share of Preferred Stock.

          (b) Until the Separation Time, (i) no Right may be exercised and (ii)
each Right will be evidenced by the certificate for the associated share of
Common Stock or Class B Common Stock (together, in the case of certificates
issued prior to the Record Time, with the letter mailed to the record holder
thereof pursuant to Section 2.1) and will be transferable only together with,
and will be transferred by a transfer (whether with or without such letter) of,
such associated share.

          (c) Subject to the terms hereof, after the Separation Time and prior
to the Expiration Time, the Rights (i) may be exercised and (ii) may be
transferred independent of shares of Common Stock or Class B Common Stock.
Promptly following the Separation Time, the Rights Agent will mail to each
holder of record of Common Stock or Class B Common Stock as of the Separation
Time (other than any Person whose Rights have become void pursuant to Section
3.1(b)), at such holder's address as shown by the records of the Company (the
Company hereby agreeing to furnish copies of such records to the Rights Agent
for this purpose), (x) a certificate (a "Rights Certificate") in substantially
the form of Exhibit A hereto appropriately completed, representing the number of
Rights held by such holder at the Separation Time and having such marks of
identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem




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<PAGE>   14


appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any national securities
exchange or quotation system on which the Rights may from time to time be listed
or traded, or to conform to usage, and (y) a disclosure statement describing the
Rights.

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

          (e) Upon receipt of a Rights Certificate, with an Election to Exercise
accompanied by payment as set forth in Section 2.3(d), and subject to the terms
hereof, the Rights Agent will thereupon promptly (i)(A) requisition from a
transfer agent stock certificates evidencing such number of shares or other
securities to be purchased (the Company hereby irrevocably authorizing its
transfer agents to comply with all such requisitions) and (B) if the Company
elects pursuant to Section 5.5 not to issue certificates representing fractional
shares, requisition from the depositary selected by the Company depositary
receipts representing the fractional shares to be purchased or requisition from
the Company the amount of cash to be paid in lieu of fractional shares in
accordance with


                                      -11-
<PAGE>   15


Section 5.5 and (ii) after receipt of such certificates, depositary receipts
and/or cash, deliver the same to or upon the order of the registered holder of
such Rights Certificate, registered (in the case of certificates or depositary
receipts) in such name or names as may be designated by such holder.

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

          (g) The Company covenants and agrees that it will (i) take all such
action as may be necessary to ensure that all shares delivered upon exercise of
Rights shall, at the time of delivery of the certificates for such shares
(subject to payment of the Exercise Price), be duly and validly authorized,
executed, issued and delivered and fully paid and nonassessable; (ii) take all
such action as may be necessary to comply with any applicable requirements of
the Securities Act of 1933 or the Securities Exchange Act of 1934, and the rules
and regulations thereunder, and any other applicable law, rule or regulation, in
connection with the issuance of any shares upon exercise of Rights; and (iii)
pay when due and payable any and all federal and state transfer taxes and
charges which may be payable in respect of the original issuance or delivery of
the Rights Certificates or of any shares issued upon the exercise of Rights,
provided that the Company shall not be required to pay any transfer tax or
charge which may be payable in respect of any transfer involved in the transfer
or delivery of Rights Certificates or the issuance or delivery of certificates
for shares in a name other than that of the holder of the Rights being
transferred or exercised.






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<PAGE>   16


     2.4 Adjustments to Exercise Price; Number of Rights.

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

     In the event the Company shall at any time after the Record Time and prior
to the Separation Time issue any shares of Common Stock otherwise than in a
transaction referred to in the preceding paragraph, each such share of Common
Stock so issued shall automatically have one new Right associated with it, which
Right shall be evidenced by the certificate representing such share. To the
extent provided in Section 5.3, Rights shall be issued by the Company in respect
of shares of Common stock that are issued or sold by the Company after the
Separation Time.




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<PAGE>   17



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

          (c) Each adjustment to the Exercise Price made pursuant to this
Section 2.4 shall be calculated to the nearest cent. Whenever an adjustment to
the Exercise Price is made pursuant to this Section 2.4, the Company shall (i)
promptly prepare a certificate setting forth such adjustment and a brief
statement of the facts accounting for such adjustment, (ii) promptly file with
the Rights Agent and with each transfer agent for the Common Stock a copy of
such certificate and (iii) either (x) mail a brief summary thereof to each
holder of Rights or (y) make other public disclosure (including but not limited
to the issuance of a press release or the filing of a report with the Securities
and Exchange Commission).

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




                                      -14-
<PAGE>   18

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

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

          (a) The Rights Certificates shall be executed on behalf of the Company
by its Chairman of the Board, President or one of its Vice Presidents, under its
corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Rights
Certificates may be manual or facsimile.

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

     Promptly after the Company learns of the Separation Time, the Company will
notify the Rights Agent of such Separation Time and will deliver Rights
Certificates executed by the Company to the Rights Agent for counter-signature,
and, subject to Section 3.1(b), the Rights Agent shall manually countersign and
deliver such Rights Certificates to the holders




                                      -15-
<PAGE>   19


of the Rights pursuant to Section 2.3(c) hereof. No Rights Certificate shall be
valid for any purpose unless manually countersigned by the Rights Agent.

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

     2.7 Registration, Registration of Transfer and Exchange.

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

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

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




                                      -16-
<PAGE>   20

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

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

     2.8 Mutilated, Destroyed, Lost and Stolen Rights Certificates.

          (a) If any mutilated Rights Certificate is surrendered to the Rights
Agent prior to the Expiration Time, then, subject to Sections 3.1(b) and 5.1,
the Company shall execute and the Rights Agent shall countersign and deliver in
exchange therefor a new Rights Certificate evidencing the same number of Rights
as did the Rights Certificate so surrendered.

          (b) If there shall be delivered to the Company and the Rights Agent
prior to the Expiration Time (i) evidence to their satisfaction of the
destruction, loss or theft of any Rights Certificate and (ii) such security or
indemnity as may be required by them to save each of them and any of their
agents harmless, then, subject to Sections 3.1(b) and 5.1 and in the absence of
notice to the Company or the Rights Agent that such Rights Certificate has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Rights Agent shall countersign and deliver, in lieu of any such
destroyed, lost or stolen




                                      -17-
<PAGE>   21


Rights Certificate, a new Rights Certificate evidencing the same number of
Rights as did the Rights Certificate so destroyed, lost or stolen.

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

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

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



                                      -18-
<PAGE>   22



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

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

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

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

          (c) prior to due presentment of a Rights Certificate (or, prior to the
Separation Time, the associated Common Stock or Class B Common Stock
certificate) for registration of transfer, the Company, the Rights Agent and any
agent of the Company or the Rights Agent may deem and treat the person in whose
name the Rights Certificate (or, prior




                                      -19-
<PAGE>   23


to the Separation Time, the associated Common Stock or Class B Common Stock
certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby for all purposes whatsoever, and neither the Company nor the
Rights Agent shall be affected by any notice to the contrary;

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

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

                                  ARTICLE III

                          ADJUSTMENTS TO THE RIGHTS IN

                        THE EVENT OF CERTAIN TRANSACTIONS

     3.1 Flip-in.

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




                                      -20-

<PAGE>   24



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

          (c) The Board of Directors of the Company may, at its option, at any
time after a Flip-in Date and prior to the time that an Acquiring Person becomes
the Beneficial Owner of more than 50% of the outstanding shares of Common Stock,
elect to exchange all (but not less than all) the then outstanding Rights (which
shall not include Rights that have become void pursuant to the provisions of
Section 3.1(b)) for shares of Common Stock at an exchange ratio of one share of
Common Stock per Right, appropriately adjusted in order to protect the interests
of holders of Rights generally in the event that after the Separation Time an
event of a type analogous to any of the events described in Section 2.4(a) or
(b) shall have occurred with respect to the Common Stock (such exchange ratio,
as adjusted from time to time, being hereinafter referred to as the "Exchange
Ratio").






                                      -21-
<PAGE>   25


     Immediately upon the action of the Board of Directors of the Company
electing to exchange the Rights, without any further action and without any
notice, the right to exercise the Rights will terminate and each Right (other
than Rights that have become void pursuant to Section 3.1(b)) will thereafter
represent only the right to receive a number of shares of Common Stock equal to
the Exchange Ratio. Promptly after the action of the Board of Directors electing
to exchange the Rights, the Company shall give notice thereof (specifying the
steps to be taken to receive shares of Common Stock in exchange for Rights) to
the Rights Agent and the holders of the Rights (other than Rights that have
become void pursuant to Section 3.1(b)) outstanding immediately prior thereto by
mailing such notice in accordance with Section 5.9.

     Each Person in whose name any certificate for shares is issued upon the
exchange of Rights pursuant to this section 3.1(c) or Section 3.1(d) shall for
all purposes be deemed to have become the holder of record of the shares
represented thereby on, and such certificate shall be dated, the date upon which
the Rights Certificate evidencing such Rights was duly surrendered and payment
of any applicable taxes and other governmental charges payable by the holder was
made; provided, however, that if the date of such surrender and payment is a
date upon which the stock transfer books of the Company are closed, such Person
shall be deemed to have become the record holder of such shares on, and such
certificate shall be dated, the next succeeding Business Day on which the stock
transfer books of the Company are open.

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




                                      -22-
<PAGE>   26



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

     3.2 Flip-over.

          (a) Prior to the Expiration Time, the Company shall not enter into any
agreement with an Acquiring Person (or any of its Affiliates or Associates) with
respect to, consummate or permit to occur any Flip-over Transaction or Event
unless and until it shall




                                      -23-
<PAGE>   27


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

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





                                      -24-
<PAGE>   28



                                   ARTICLE IV

                                THE RIGHTS AGENT

     4.1 General.

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

          (b) The Rights Agent shall be protected and shall incur no liability
for or in respect of any action taken, suffered or omitted by it in connection
with its administration of this Agreement in reliance upon any certificate for
securities purchasable upon exercise of Rights, Rights Certificate, certificate
for other securities of the Company, instrument of assignment or transfer, power
of attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it to be genuine
and to be signed, executed and, where necessary, verified or acknowledged, by
the proper person or persons.




                                      -25-
<PAGE>   29



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

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

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


                                      -26-
<PAGE>   30



     4.3 Duties of Rights Agent. The Rights Agent undertakes the duties and
obligations imposed by this Agreement upon the following terms and conditions,
by all of which the Company and the holders of Rights Certificates, by their
acceptance thereof, shall be bound:

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

          (b) Whenever in the performance of its duties under this Agreement the
Rights Agent deems it necessary or desirable that any fact or matter be proved
or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established
by a certificate signed by a person believed by the Rights Agent to be the
Chairman of the Board, the President or any Vice President and by the Treasurer
or any Assistant Treasurer or the Secretary or any Assistant Secretary of the
Company and delivered to the Rights Agent; and such certificate will 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 will be liable hereunder only for its own gross
negligence, bad faith or willful misconduct.

          (d) The Rights Agent will not be liable for or by reason of any of the
statements of fact or recitals contained in this Agreement or in the
certificates for securities purchasable upon exercise of Rights or the Rights
Certificates (except its countersignature



                                      -27-
<PAGE>   31

thereof) or be required to verify the same, but all such statements and
recitals are and will be deemed to have been made by the Company only.

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

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



                                      -28-
<PAGE>   32



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

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

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

     4.4 Change of Rights Agent. The Rights Agent may resign and be discharged
from its duties under this Agreement upon 90 days' notice (or such lesser notice
as is acceptable to the Company) in writing mailed to the Company and to each
transfer agent of Common Stock and Class B Common Stock by registered or
certified mail, and to the


                                      -29-
<PAGE>   33


holders of the Rights in accordance with Section 5.9. The Company may remove the
Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent and to
each transfer agent of the Common Stock and Class B Common Stock by registered
or certified mail, and to the holders of the Rights in accordance with Section
5.9. If the Rights Agent should resign or be removed or otherwise become
incapable of acting, the Company will appoint a successor to the Rights Agent.
If the Company fails to make such appointment within a period of 30 days after
such removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of
any Rights (which holder shall, with such notice, submit such holder's Rights
Certificate for inspection by the Company), then the holder of any Rights may
apply to any court of competent jurisdiction for the appointment of a new Rights
Agent. Any successor Rights Agent, whether appointed by the Company or by such a
court, shall be a corporation organized and doing business under the laws of the
United States or of the State of New York or the State of California, in good
standing, having its principal office in the State of New York or the State of
California, which is authorized under such laws to exercise the powers of the
Rights Agent contemplated by this Agreement 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. After appointment, the successor Rights Agent will be vested with
the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment, the Company will file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of
the Common Stock and the Class B Common Stock, and mail a notice



                                      -30-
<PAGE>   34

thereof in writing to the holders of the Rights. Failure to give any notice
provided for in this Section 4.4, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.

                                   ARTICLE V

                                  MISCELLANEOUS

     5.1 Redemption

          (a) The Board of Directors of the Company may, at its option, at any
time prior to the close of business on the Flip-in Date, elect to redeem all
(but not less than all) the then outstanding Rights at the Redemption Price and
the Company, at its option, may pay the Redemption Price either in cash or
shares of Common Stock or other securities of the Company deemed by the Board of
Directors, in the exercise of its sole discretion, to be at least equivalent in
value to the Redemption Price.

          (b) Immediately upon the action of the Board of Directors of the
Company electing to redeem the Rights (or, if the resolution of the Board of
Directors electing to redeem the Rights states that the redemption will not be
effective until the occurrence of a specified future time or event, upon the
occurrence of such future time or event), without any further action and without
any notice, the right to exercise the Rights will terminate and each Right will
thereafter represent only the right to receive the Redemption Price in cash or
securities, as determined by the Board of Directors. Promptly after the Rights
are redeemed, the Company shall give notice of such redemption to the Rights
Agent and the holders of the then outstanding Rights by mailing such notice in
accordance with Section 5.9.



                                      -31-
<PAGE>   35

     5.2 Expiration. The Rights and this Agreement shall expire at the
Expiration Time and no Person shall have any rights pursuant to this Agreement
or any Right after the Expiration Time, except, if the Rights are exchanged or
redeemed, as provided in Section 3.1(c), 3.1(d), 3.1(e), 3.2 or 5.1 hereof.

     5.3 Issuance of New Rights Certificates. Notwithstanding any of the
provisions of this Agreement or of the Rights to the contrary, the Company may,
at its option, issue new Rights Certificates evidencing Rights in such form as
may be approved by its Board of Directors to reflect any adjustment or change in
the number or kind or class of shares of stock purchasable upon exercise of
Rights made in accordance with the provisions of this Agreement. In addition, in
connection with the issuance or sale of shares of Common Stock or Class B Common
Stock by the Company following the Separation Time and prior to the Redemption
Time or Expiration Time pursuant to the terms of securities convertible or
redeemable into shares of Common Stock or Class B Common Stock or to options, in
each case issued or granted prior to, and outstanding at, the Separation Time,
the Company shall issue to the holders of such shares of Common Stock or Class B
Common Stock, Rights Certificates representing the appropriate number of Rights
in connection with the issuance or sale of such shares of Common Stock or Class
B Common Stock; provided, however, in each case, (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 to the Person to whom such Rights
Certificates would be issued, (ii) no such Rights Certificates shall be issued
if, and to the extent that, appropriate adjustment shall have otherwise been
made in lieu of the issuance thereof, and (iii) the Company shall have no
obligation to distribute Rights Certificates to



                                      -32-
<PAGE>   36

any Acquiring Person or Affiliate or Associate of an Acquiring Person or any
transferee of any of the foregoing.

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

     5.5 Fractional Shares. If the Company elects not to issue certificates
representing fractional shares upon exercise or redemption of Rights, the
Company shall, in lieu thereof, in the sole discretion of the Board of
Directors, either (a) evidence such fractional shares by depositary receipts
issued pursuant to an appropriate agreement between the Company and a depositary
selected by it, providing that each holder of a depositary receipt shall have
all of the rights, privileges and preferences to which such holder would be
entitled as a beneficial owner of such fractional share, or (b) sell such shares
on behalf of the holders of Rights and pay to the registered holder of such
Rights the appropriate fraction of the price per share received upon such sale.

     5.6 Rights of Action. Subject to the terms of this Agreement (including
Section 3.1(b)), rights of action in respect of this Agreement, other than
rights of action vested solely in the Rights Agent, are vested in the respective
holders of the Rights; and any holder of any Rights, without the consent of the
Rights Agent or of the holder of any other Rights, may, on


                                      -33-

<PAGE>   37


such holder's own behalf and for such holder's own benefit and the benefit of
other holders of Rights, enforce, and may institute and maintain any suit,
action or proceeding against the Company to enforce, or otherwise act in respect
of, such holder's right to exercise such holder's Rights in the manner provided
in such holder's Rights Certificate and in this Agreement. Without limiting the
foregoing or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and will be entitled to specific performance of
the obligations under, and injunctive relief against actual or threatened
violations of, the obligations of any Person subject to this Agreement.

     5.7 Holder of Rights Not Deemed a Stockholder. No holder, as such, of any
Rights shall be entitled to vote, receive dividends or be deemed for any purpose
the holder of shares or any other securities which may at any time be issuable
on the exercise of such Rights, nor shall anything contained herein or in any
Rights Certificate be construed to confer upon the holder of any Rights, as
such, any of the rights of a 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 5.8 hereof), or to receive dividends or subscription rights,
or otherwise, until such Rights shall have been exercised or exchanged in
accordance with the provisions hereof.

     5.8 Notice of Proposed Actions. In case the Company shall propose after the
Separation Time and prior to the Expiration Time (i) to effect or permit (in
cases where the Company's permission is required) occurrence of any Flip-in Date
or Flip-over Transaction or Event or (ii) to effect the liquidation, dissolution
or winding up of the Company, then, in each such case, the Company shall give to
each holder of a Right, in accordance with



                                      -34-
<PAGE>   38


Section 5.9 hereof, a notice of such proposed action, which shall specify the
Flip-in Date or the date on which such Flip-over Transaction or Event,
liquidation, dissolution, or winding up is to take place, and such notice shall
be so given at least 20 Business Days prior to the date of the taking of such
proposed action.

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

         Covad Communications Group, Inc.
         2330 Central Expressway
         Santa Clara, CA 95050
         Attention: Secretary

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

         BankBoston, N.A.
         c/o  Equiserve Limited Partnership
         150 Royall Street
         Canton, Massachusetts 02021
         Attention: Client Administration

Notices or demands authorized or required by this Agreement to be given or made
by the Company or the Rights Agent to or on the holder of any Rights shall be
sufficiently given or made if delivered or sent by first-class mail, postage
prepaid, addressed to such holder at the address of such holder as it appears
upon the registry books of the Rights Agent or, prior to the Separation Time, on
the registry books of the transfer agent for the Common Stock or the Class B
Common Stock. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice.


                                      -35-
<PAGE>   39



     5.10 Suspension of Exercisability. To the extent that the Company
determines in good faith that some action will or need be taken pursuant to
Section 3.1(a), (b), (d) or (e) or to comply with federal or state securities
laws, the Company may suspend the exercisability of the Rights for a period of
up to ninety (90) days following the date of the occurrence of the Separation
Time or the Flip-in Date in order to take such action or comply with such laws.
In the event of any such suspension, the Company shall issue as promptly as
practicable a public announcement stating that the exercisability or
exchangeability of the Rights has been temporarily suspended. Notice thereof
pursuant to Section 5.9 shall not be required.

     Failure to give a notice pursuant to the provisions of this Agreement shall
not affect the validity of any action taken hereunder.

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

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

     5.13 Benefits of this Agreement. Nothing in this Agreement shall be
construed to give to any Person other than the Company, the Rights Agent and the
holders of the Rights any legal or equitable right, remedy or claim under this
Agreement; but this Agreement shall




                                      -36-

<PAGE>   40

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

     5.14 Determination and Actions by the Board of Directors, etc. The Board of
Directors of the Company shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers specifically
granted to the Board or to the Company, or as may be necessary or advisable in
the administration of this Agreement, including, without limitation, the right
and power to (i) interpret the provisions of this Agreement and (ii) make all
determinations deemed necessary or advisable for the administration of this
Agreement. All such actions, calculations, interpretations and determinations
(including, for purposes of clause (y) below, all omissions with respect to the
foregoing) which are done or made by the Board in good faith, shall (x) be
final, conclusive and binding on the Company, the Rights Agent, the holders of
the Rights and all other parties, and (y) not subject the Board of Directors of
the Company to any liability to the holders of the Rights.

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

     5.16 Governing Law. THIS AGREEMENT AND EACH RIGHT ISSUED HEREUNDER SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF DELAWARE AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH
STATE APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH
STATE.



                                      -37-
<PAGE>   41


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

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

     5.19 Class B Common Stock. Notwithstanding anything to the contrary
contained in this Agreement, any holder of a Right which was received with
respect to shares of the Company's Class B Common Stock (but not any transferee
of such Right) may elect to receive shares of Class B Common Stock in lieu of
shares of Common Stock upon exercise of such Right or if the Board of Directors
exercises its exchange rights under Section 3.1(c) hereof to exchange the Rights
for shares of Common Stock. The number of shares of Class B Common Stock to be
so issued in such case shall be based upon the then-applicable conversion ratio
between the Common Stock and the Class B Common Stock.


                                      -38-




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>   42

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

                                    COVAD COMMUNICATIONS GROUP, INC.

                                    By: /s/ DHRUV KHANNA
                                       ------------------------------------
                                       Name:  Dhruv Khanna
                                       Title: Executive Vice President,
                                              General Counsel and Secretary



                                    BANKBOSTON, N.A.

                                    By: /s/ CHRISTOPHER RICHARD
                                       --------------------------------
                                       Name:  Christopher Richard
                                       Title: Director




                                      -40-


<PAGE>   43
                                                                      EXHIBIT A


                          [Form of Rights Certificate]


Certificate No. W-                                            __________ Rights

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


                               Rights Certificate


                        COVAD COMMUNICATIONS GROUP, INC.

     This certifies that ___________________________, or registered assigns, is
the registered holder of the number of Rights set forth above, each of which
entitles the registered holder thereof, subject to the terms, provisions and
conditions of the Stockholder Protection Rights Agreement, dated as of February
15, 2000 (as amended from time to time, the "Rights Agreement"), between Covad
Communications Group, Inc., a Delaware corporation (the "Company"), and
BankBoston, N.A., a national banking association, as Rights Agent (the "Rights
Agent", which term shall include any successor Rights Agent under the Rights
Agreement), to purchase from the Company at any time after the Separation Time
(as such term is defined in the Rights Agreement) and prior to the close of
business on February 15, 2010, one one-thousandth of a fully paid share of
Participating Preferred Stock, par value $.001 per share (the "Preferred
Stock"), of the Company (subject to adjustment as provided in the Rights
Agreement) at the Exercise Price referred to below, upon presentation and
surrender of this Rights Certificate with the Form of Election to Exercise duly
executed at the principal office of the Rights Agent in Canton, Massachusetts.






<PAGE>   44

The Exercise Price shall initially be $400.00 per Right and shall be subject to
adjustment in certain events as provided in the Rights Agreement.

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

     This Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Rights Certificates. Copies of
the Rights Agreement are on file at the principal office of the Company and are
available without cost upon written request.

     This Rights Certificate, with or without other Rights Certificates, upon
surrender at the office of the Rights Agent designated for such purpose, may be
exchanged for another Rights Certificate or Rights Certificates of like tenor
evidencing an aggregate number of Rights equal to the aggregate number of Rights
evidenced by the Rights Certificate or Rights Certificates surrendered. If this
Rights Certificate shall be exercised in part, the registered holder shall be
entitled to receive, upon surrender hereof, another Rights Certificate or Rights
Certificates for the number of whole Rights not exercised.

     Subject to the provisions of the Rights Agreement, each Right evidenced by
this Certificate may be (a) redeemed by the Company under certain circumstances,
at its option, at a redemption price of $0.001 per Right or (b) exchanged by the
Company under certain circumstances, at its option, for one share of Common
Stock or one one-thousandth of a




                                     - 2 -

<PAGE>   45

share of Preferred Stock per Right (or, in certain cases, other securities or
assets of the Company), subject in each case to adjustment in certain events as
provided in the Rights Agreement.

     No holder of this Rights Certificate, as such, shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of any securities
which may at any time be issuable on the exercise hereof, nor shall anything
contained in the Rights Agreement or herein be construed to confer upon the
holder hereof, as such, any of the rights of a 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 Rights evidenced by
this Rights Certificate shall have been exercised or exchanged as provided in
the Rights Agreement.

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





                                     - 3 -

<PAGE>   46


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


Date: ____________________


ATTEST:                                           COVAD COMMUNICATIONS
                                                  GROUP, INC.



________________________________                  By:__________________________
Secretary



Countersigned:

BANKBOSTON, N.A.



By_____________________________
       Authorized Signature





                                     - 4 -

<PAGE>   47



                  [Form of Reverse Side of Rights Certificate]


                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
              holder desires to transfer this 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:  _______________, 20__


Signature Guaranteed:                    _____________________________________
                                         Signature

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

     Signatures must be guaranteed by an "Eligible Guarantor Institution" as
defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated
pursuant to the Securities Exchange Act of 1934, as amended (this term means, in
general, banks, stock brokers, savings and loan associations and credit unions,
in each case with membership in an approved signature guarantee medallion
program).


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

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


                                                _______________________________
                                                            Signature


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



                                     - 5 -

<PAGE>   48


                                     NOTICE


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







                                     - 6 -

<PAGE>   49

                   [To be attached to each Rights Certificate]


                          FORM OF ELECTION TO EXERCISE

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


TO:  COVAD COMMUNICATIONS GROUP, INC.

     The undersigned hereby irrevocably elects to exercise ____________________

whole Rights represented by the attached Rights Certificate to purchase the

shares of Participating Preferred Stock issuable upon the exercise of such

Rights and requests that certificates for such shares be issued in the name of:


                  ________________________________________________

                  Address:________________________________________

                  ________________________________________________

                  Social Security or Other Taxpayer Identification

                  Number:_________________________________________


If such number of Rights shall not be all the Rights evidenced by this Rights

Certificate, a new Rights Certificate for the balance of such Rights shall be

registered in the name of and delivered to:

                  ________________________________________________

                  Address:________________________________________

                  ________________________________________________

                  Social Security or Other Taxpayer Identification

                  Number:__________________________________


Dated:  _______________, 20__


Signature Guaranteed:                    ______________________________________
                                         Signature

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


     Signatures must be guaranteed by an "Eligible Guarantor Institution" as
defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated
pursuant to the Securities Exchange Act of 1934, as amended (this term means, in
general, banks, stock brokers, savings and loan associations and credit unions,
in each case with membership in an approved signature guarantee medallion
program).




                                     - 7 -


<PAGE>   50

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


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


                                            ___________________________________
                                            Signature


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


                                     NOTICE


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






                                     - 8 -



<PAGE>   51



                                                                      EXHIBIT B



                  FORM OF CERTIFICATE OF DESIGNATION AND TERMS
                       OF PARTICIPATING PREFERRED STOCK OF
                        COVAD COMMUNICATIONS GROUP, INC.


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



     We, the undersigned, ____________________________________________ and
______________________________, the _________________________________, and
_________________, respectively, of Covad Communications Group, Inc., a Delaware
corporation (the "Corporation"), do hereby certify as follows:

     Pursuant to authority granted by Article IV of the Amended and Restated
Certificate of Incorporation of the Corporation and in accordance with the
provisions of Section 151 of the General Corporation Law of the State of
Delaware, the Board of Directors of the Corporation has adopted the following
resolutions fixing the designation and certain terms, powers, preferences and
other rights of a new series of the Corporation's Preferred Stock, par value
$.001 per share, and certain qualifications, limitations and restrictions
thereon:

     RESOLVED, that there is hereby established a series of Preferred Stock, par
value $.001 per share, of the Corporation, and the designation and certain
terms, powers, preferences and other rights of the shares of such series, and
certain qualifications, limitations and restrictions thereon, are hereby fixed
as follows:

          (i) The distinctive serial designation of this series shall be
     "Participating Preferred Stock" (hereinafter called "this Series"). Each
     share of this Series shall be identical in all respects with the other
     shares of this Series except as to the dates from and after which dividends
     thereon shall be cumulative.

          (ii) The number of shares in this series shall initially be [700,000],
     which number may from time to time be increased or





<PAGE>   52

     decreased (but not below the number then outstanding) by the Board of
     Directors. Shares of this Series purchased by the Corporation shall be
     cancelled and shall revert to authorized but unissued shares of Preferred
     Stock undesignated as to series. Shares of this Series may be issued in
     fractional shares, which fractional shares shall entitle the holder, in
     proportion to such holder's fractional share, to all rights of a holder of
     a whole share of this Series.

          (iii) The holders of full or fractional shares of this Series shall be
     entitled to receive, when and as declared by the Board of Directors, but
     only out of funds legally available therefor, dividends, (A) on each date
     that dividends or other distributions (other than dividends or
     distributions payable in Common Stock of the Corporation) are payable on or
     in respect of Common Stock comprising part of the Reference Package (as
     defined below), in an amount per whole share of this Series equal to the
     aggregate amount of dividends or other distributions (other than dividends
     or distributions payable in Common Stock of the Corporation) that would be
     payable on such date to a holder of the Reference Package and (B) on the
     last day of March, June, September and December in each year, in an amount
     per whole share of this Series equal to the excess (if any) of $1,000 over
     the aggregate dividends paid per whole share of this Series during the
     three month period ending on such last day. Each such dividend shall be
     paid to the holders of record of shares of this Series on the date, not
     exceeding sixty days preceding such dividend or distribution payment date,
     fixed for the purpose by the Board of Directors in advance of payment of
     each particular dividend or distribution. Dividends on each full and each
     fractional share of this Series shall be cumulative from the date such full
     or fractional share is originally issued; provided that any such full or
     fractional share originally issued after a dividend record date and on or
     prior to the dividend payment date to which such record date relates shall
     not be entitled to receive the dividend payable on such dividend payment
     date or any amount in respect of the period from such original issuance to
     such dividend payment date.

     The term "Reference Package" shall initially mean 1,000 shares of Common
Stock, par value $.001 per share ("Common Stock"), of the Corporation. In the
event the corporation shall at any time after the close of business on
___________, 20__*(A) declare or pay a dividend on any Common Stock payable in
Common Stock, (B) subdivide any Common Stock or (C) combine any Common Stock
into a smaller number of shares,

----------------
     * For a certificate of designation relating to shares to be issued pursuant
     to Section 2.3 of the Rights Agreement, insert the Separation Time. For a
     certificate of designation relating to shares to be issued pursuant to
     Section 3.1(d) of the Rights Agreement, insert the Flip-in Date.





                                     - 2 -

<PAGE>   53

     then and in each such case the Reference Package after such event shall be
     the Common Stock that a holder of the Reference Package immediately prior
     to such event would hold thereafter as a result thereof.

          Holders of shares of this Series shall not be entitled to any
     dividends, whether payable in cash, property or stock, in excess of full
     cumulative dividends, as herein provided on this Series.

          So long as any shares of this Series are outstanding, no dividend
     (other than a dividend in Common Stock or in any other stock ranking junior
     to this Series as to dividends and upon liquidation) shall be declared or
     paid or set aside for payment or other distribution declared or made upon
     the Common Stock or upon any other stock ranking junior to this Series as
     to dividends or upon liquidation, nor shall any Common Stock nor any other
     stock of the Corporation ranking junior to or on a parity with this Series
     as to dividends or upon liquidation be redeemed, purchased or otherwise
     acquired for any consideration (or any moneys be paid to or made available
     for a sinking fund for the redemption of any shares of any such stock) by
     the Corporation (except by conversion into or exchange for stock of the
     Corporation ranking junior to this Series as to dividends and upon
     liquidation), unless, in each case, the full cumulative dividends
     (including the dividend to be due upon payment of such dividend,
     distribution, redemption, purchase or other acquisition) on all outstanding
     shares of this Series shall have been, or shall contemporaneously be, paid.

               (iv) In the event of any merger, consolidation, reclassification
          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 this Series shall at the
          same time be similarly exchanged or changed in an amount per whole
          share equal to the aggregate amount of stock, securities, cash and/or
          any other property (payable in kind), as the case may be, that a
          holder of the Reference Package would be entitled to receive as a
          result of such transaction.

               (v) In the event of any liquidation, dissolution or winding up of
          the affairs of the Corporation, whether voluntary or involuntary, the
          holders of full and fractional shares of this Series shall be
          entitled, before any distribution or payment is made on any date to
          the holders of the Common Stock or any other stock of the Corporation
          ranking junior to this Series upon liquidation, to be paid in full an
          amount per whole share of this Series equal to the greater of
          (A) $_________* or (B) the aggregate amount distributed of to be
          distributed prior to such date in connection with such liquidation,
          dissolution or winding up to a holder of the Reference Package (such

-------------------
     * Insert an amount equal to 1,000 times the Exercise Price in effect as of
       the Separation Time.




                                     - 3 -

<PAGE>   54

          greater amount being hereinafter referred to as the "Liquidation
          Preference"), together with accrued dividends to such distribution or
          payment date, whether or not earned or declared. If such payment shall
          have been made in full to all holders of shares of this Series, the
          holders of shares of this Series as such shall have no right or claim
          to any of the remaining assets of the Corporation.

          In the event the assets of the Corporation available for distribution
     to the holders of shares of this Series upon any liquidation, dissolution
     or winding up of the Corporation, whether voluntary or involuntary, shall
     be insufficient to pay in full all amounts to which such holders are
     entitled pursuant to the first paragraph of this Section (v), no such
     distribution shall be made on account of any shares of any other class or
     series of Preferred Stock ranking on a parity with the shares of this
     Series upon such liquidation, dissolution or winding up unless
     proportionate distributive amounts shall be paid on account of the shares
     of this Series, ratably in proportion to the full distributable amounts for
     which holders of all such parity shares are respectively entitled upon such
     liquidation, dissolution or winding up.

          Upon the liquidation, dissolution or winding up of the Corporation,
     the holders of shares of this Series then outstanding shall be entitled to
     be paid out of assets of the Corporation available for distribution to its
     stock-holders all amounts to which such holders are entitled pursuant to
     the first paragraph of this Section (v) before any payment shall be made to
     the holders of Common Stock or any other stock of the Corporation ranking
     junior upon liquidation to this Series.

          For the purposes of this Section (v), the consolidation or merger of,
     or binding share exchange by, the Corporation with any other corporation
     shall not be deemed to constitute a liquidation, dissolution or winding up
     of the Corporation. The shares of this Series shall not be redeemable.

               (vi) In addition to any other vote or consent of stockholders
          required by law or by the Restated Certificate of Incorporation, as
          amended, of the Corporation, each whole share of this Series shall, on
          any matter, vote as a class with any other capital stock comprising
          part of the Reference Package and voting on such matter and shall have
          the number of votes thereon that a holder of the Reference Package
          would have.




                                     - 4 -

<PAGE>   55

     IN WITNESS WHEREOF, the undersigned have signed and attested this
certificate on the ____ day of ________________, 20__.



                                                 ______________________________



Attest:



___________________________________