<PAGE>


                                                                     EXHIBIT 4.1
--------------------------------------------------------------------------------







                          SHAREHOLDER RIGHTS AGREEMENT


                                 by and between


                                  VERSICOR INC.


                                       and


                     AMERICAN STOCK TRANSFER & TRUST COMPANY


                                 as Rights Agent





                            Dated as of June 28, 2001




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



<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                       PAGE
<S>              <C>                                                                         <C>
SECTION 1.        CERTAIN DEFINITIONS..........................................................1

SECTION 2.        APPOINTMENT OF RIGHTS AGENT..................................................6

SECTION 3.        ISSUANCE OF RIGHTS CERTIFICATES..............................................6

SECTION 4.        FORM OF RIGHTS CERTIFICATES..................................................8

SECTION 5.        COUNTERSIGNATURE AND REGISTRATION............................................9

SECTION 6.        TRANSFER, SPLIT-UP, COMBINATION AND EXCHANGE OF RIGHTS CERTIFICATES;
                  MUTILATED, DESTROYED, LOST OR STOLEN RIGHTS CERTIFICATES.....................9

SECTION 7.        EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS...............10

SECTION 8.        CANCELLATION AND DESTRUCTION OF RIGHTS CERTIFICATES.........................12

SECTION 9.        RESERVATION AND AVAILABILITY OF CAPITAL STOCK...............................12

SECTION 10.       PREFERRED STOCK RECORD DATE.................................................14

SECTION 11.       ADJUSTMENT OF PURCHASE PRICE, NUMBER AND KIND OF SHARES OR NUMBER OF
                  RIGHTS......................................................................14

SECTION 12.       CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES..................22

SECTION 13.       CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS; CASH FLOW OR
                  EARNING POWER...............................................................23

SECTION 14.       FRACTIONAL RIGHTS AND FRACTIONAL SHARES.....................................25

SECTION 15.       RIGHTS OF ACTION............................................................26

SECTION 16.       AGREEMENT OF RIGHTS HOLDERS.................................................27

SECTION 17.       RIGHTS CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER..........................28

SECTION 18.       CONCERNING THE RIGHTS AGENT.................................................28

SECTION 19.       MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT...................29

SECTION 20.       DUTIES OF RIGHTS AGENT......................................................29

SECTION 21.       CHANGE OF RIGHTS AGENT......................................................31

SECTION 22.       ISSUANCE OF NEW RIGHTS CERTIFICATES.........................................32

SECTION 23.       REDEMPTION AND TERMINATION..................................................33

SECTION 24.       EXCHANGE....................................................................33

SECTION 25.       NOTICE OF CERTAIN EVENTS....................................................35

SECTION 26.       NOTICES.....................................................................35

SECTION 27.       SUPPLEMENTS AND AMENDMENTS..................................................36

SECTION 28.       SUCCESSORS..................................................................37

SECTION 29.       DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS, ETC...................37
</TABLE>

                                       ii
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                       PAGE
<S>              <C>                                                                         <C>
SECTION 30.       BENEFITS OF THIS AGREEMENT..................................................37

SECTION 31.       SEVERABILITY................................................................37

SECTION 32.       GOVERNING LAW...............................................................38

SECTION 33.       COUNTERPARTS................................................................38

SECTION 34.       DESCRIPTIVE HEADINGS........................................................38


Exhibit A         Form of Certificate of Designations

Exhibit B         Form of Rights Certificate

Exhibit C         Summary of Rights
</TABLE>

                                       iii
<PAGE>
                          SHAREHOLDER RIGHTS AGREEMENT

                  THIS SHAREHOLDER RIGHTS AGREEMENT, dated as of June 28, 2001
(the "Agreement"), is entered into by and between Versicor Inc., a Delaware
corporation (the "Company"), and American Stock Transfer & Trust Company, (the
"Rights Agent").

                               W I T N E S S E T H

                  WHEREAS, on June 7, 2001 (the "Rights Dividend Declaration
Date"), the Board of Directors of the Company (a) authorized and declared a
dividend distribution of one Right (as hereinafter defined) for each share of
Common Stock (as defined in Section 1(g) hereof) outstanding at the Close of
Business on July 9, 2001 (the "Record Date"), and (b) authorized the issuance of
one Right (as such number may hereinafter be adjusted pursuant to the provisions
of Section 11(p) hereof) for each share of Common Stock of the Company issued
between the Record Date (whether originally issued or delivered from the
Company's treasury) and the Distribution Date (hereinafter defined), each Right
initially representing the right to purchase one one-hundredth of a share of
Series A Junior Participating Preferred Stock of the Company (the "Preferred
Stock") having the rights, powers and preferences set forth substantially in the
form of the Certificate of Designations of Series A Junior Participating
Preferred Stock attached hereto as EXHIBIT A, upon the terms and subject to the
conditions hereinafter set forth (the "Rights").

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

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

                  (a)   "Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be, at any
time after the Record Date, the Beneficial Owner of 15% or more of the shares of
Common Stock then outstanding (calculated pursuant to the methodology set forth
in Section 29), but shall NOT include:

                        (i)     the Company;

                        (ii)    any Subsidiary of the Company;

                        (iii)   any employee benefit plan of the Company, or of
         any Subsidiary of the Company, or any Person or entity organized,
         appointed or established by the Company for or pursuant to the terms of
         any such plan;

                        (iv)    any Person who becomes the Beneficial Owner of
         fifteen percent (15%) or more of the shares of Common Stock then
         outstanding as a result of a reduction in the number of shares of
         Common Stock outstanding due to

                                       1
<PAGE>

         the repurchase of shares of Common Stock by the Company unless and
         until such Person, after becoming aware that such Person has become the
         Beneficial Owner of fifteen percent (15%) or more of the then
         outstanding shares of Common Stock, acquires beneficial ownership of
         additional shares of Common Stock representing one percent (1%) or more
         of the shares of Common Stock then outstanding; or

                        (v)     any such Person who has reported or is required
         to report such ownership (but less than twenty percent (20%), on
         Schedule 13G under the Securities and Exchange Act of 1934, as amended
         and in effect on the date of the Agreement (the "Exchange Act") (or any
         comparable or successor report) or on Schedule 13D under the Exchange
         Act (or any comparable or successor report) which Schedule 13D does not
         state any intention to or reserve the right to control or influence the
         management or policies of the Company or engage in any of the actions
         specified in Item 4 of such schedule (other than the disposition of the
         Common Stock) and, within ten (10) Business Days of being requested by
         the Company to advise it regarding the same, certifies to the Company
         that such Person acquired shares of Common Stock in excess of fourteen
         and nine-tenths percent (14.9%) inadvertently or without knowledge of
         the terms of the Rights and who, together with all Affiliates and
         Associates, thereafter does not acquire additional shares of Common
         Stock while the Beneficial Owner of fifteen percent (15%) or more of
         the shares of Common Stock then outstanding; PROVIDED, HOWEVER, that if
         the Person requested to so certify fails to do so within ten (10)
         Business Days, then such Person shall become an Acquiring Person
         immediately after such ten (10)-Business-Day period.

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

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

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

                        (i)     which such Person or any of such Person's
         Affiliates or Associates, directly or indirectly, has the right to
         acquire (whether such right is exercisable immediately or only after
         the passage of time) pursuant to any agreement, arrangement or
         understanding (whether or not in writing) or upon the exercise of
         conversion rights, exchange rights, rights, warrants or options, or
         otherwise; PROVIDED, HOWEVER, that a Person shall NOT be deemed the
         "Beneficial Owner" of, or to "Beneficially Own," (A) securities
         tendered pursuant to a tender or exchange offer made by such Person or
         any of such Person's Affiliates or Associates until such tendered
         securities are accepted for purchase or exchange, (B) securities
         issuable upon exercise of Rights at any time prior to the occurrence of
         a Triggering Event (hereinafter defined), or (C) securities issuable
         upon exercise of Rights from and after the occurrence of a Triggering
         Event which

                                       2
<PAGE>

         Rights were acquired by such Person or any of such Person's Affiliates
         or Associates prior to the Distribution Date (hereinafter defined) or
         pursuant to Section 3(a) or Section 22 hereof (the "Original Rights")
         or pursuant to Section 11(i) of this Agreement in connection with an
         adjustment made with respect to any Original Rights;

                        (ii)    which such Person or any of such Person's
         Affiliates or Associates, directly or indirectly, has the right to vote
         or dispose of or has "beneficial ownership" of (as determined pursuant
         to Rule 13d-3 of the General Rules and Regulations under the Exchange
         Act), including pursuant to any agreement, arrangement or
         understanding, PROVIDED, HOWEVER, that a Person shall not be deemed the
         "Beneficial Owner" of, or to "Beneficially Own," any security under
         this subparagraph (ii) as a result of an agreement, arrangement or
         understanding to vote such security if such agreement, arrangement or
         understanding: (A) arises solely from a revocable proxy given in
         response to a public proxy or consent solicitation made pursuant to,
         and in accordance with, the applicable provisions of the General Rules
         and Regulations under the Exchange Act, and (B) is not reportable by
         such Person on Schedule 13D under the Exchange Act (or any comparable
         or successor report); or

                        (iii)   which are beneficially owned, directly or
         indirectly, by any other Person (or any Affiliate or Associate thereof)
         with which such Person (or any of such Person's Affiliates or
         Associates) has any agreement, arrangement or understanding (whether or
         not in writing), for the purpose of acquiring, holding, voting (except
         pursuant to a revocable proxy as described in the proviso to
         subparagraph (ii) of this paragraph (d)) or disposing of any voting
         securities of the Company; PROVIDED, HOWEVER, that nothing in this
         paragraph (d) shall cause a Person engaged in business as an
         underwriter of securities to be the "Beneficial Owner" of, or to
         "Beneficially Own," any securities acquired through such Person's
         participation in good faith in a firm commitment underwriting until the
         expiration of forty (40) days after the date of such acquisition, and
         then only if such securities continue to be owned by such Person at
         such expiration of forty (40) days, and PROVIDED FURTHER, HOWEVER, that
         any stockholder of the Company, with Affiliate(s), Associate(s) or
         other Person(s) who may be deemed representatives of it serving as
         director(s) of the Company, shall not be deemed to Beneficially Own
         securities held by other Persons as a result of (A) Persons affiliated
         or otherwise associated with such stockholder serving as directors or
         taking any action in connection therewith, (B) discussing the status of
         its shares with the Company or other stockholders of the Company
         similarly situated or (C) voting or acting in a manner similar to other
         stockholders similarly situated, absent a specific finding by the Board
         of Directors of an express agreement among such stockholders to act in
         concert with one another as stockholders so as to cause, in the good
         faith judgment of the Board of Directors, each such stockholder to be
         the Beneficial Owner of the shares held by the other stockholder(s).

                                       3
<PAGE>

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

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

                  (g)   "Common Stock" shall mean when used with reference to
the Company, the common stock, par value $0.01 per share, of the Company, except
that "Common Stock" when used with reference to any Person other than the
Company shall mean the capital stock of such Person with the greatest voting
power, or the equity securities or other equity interest having power to control
or direct the management, of such Person.

                  (h)   "Common Stock Equivalents" shall have the meaning set
forth in Section 11(a)(iii) of this Agreement.

                  (i)   "Current Market Price" shall have the meaning set forth
in Section 11(d)(i) of this Agreement.

                  (j)   "Current Value" shall have the meaning set forth in
Section 11(a)(iii) of this Agreement.

                  (k)   "Distribution Date" shall have the meaning set forth in
Section 3(a) of this Agreement.

                  (l)   "Equivalent Preferred Stock" shall have the meaning set
forth in Section 11(b) of this Agreement.

                  (m)   "Exchange Act" shall mean the Securities and Exchange
Act of 1934, as amended.

                  (n)   "Exchange Ratio" shall have the meaning set forth in
Section 24 of this Agreement.

                  (o)   "Expiration Date" shall have the meaning set forth in
Section 7(a) of this Agreement.

                  (p)   "Final Expiration Date" shall have the meaning set forth
in Section 7(a) of this Agreement.

                  (q)   "Person" shall mean any individual, firm, corporation,
partnership, limited liability company or other entity.

                  (r)   "Preferred Stock" shall mean shares of Series A Junior
Participating Preferred Stock, par value $0.01 per share, of the Company, and,
to the extent that there are not a sufficient number of shares of Series A
Junior Participating

                                       4
<PAGE>

Preferred Stock authorized to permit the full exercise of the Rights, any other
series of preferred stock of the Company designated for such purpose containing
terms substantially similar to the terms of the Series A Junior Participating
Preferred Stock.

                  (s)   "Principal Party" shall have the meaning set forth in
Section 13(b) of this Agreement.

                  (t)   "Purchase Price" shall have the meaning set forth in
Section 4(a) of this Agreement.

                  (u)   "Qualified Offer" shall mean a tender offer or an
exchange offer for all outstanding shares of Common Stock at a price and on
terms determined by at least a majority of the members of the Board of Directors
who are not officers of the Company and who are not representatives, nominees,
Affiliates or Associates of an Acquiring Person, after receiving advice from one
or more investment banking firms, to be (i) at a price which is fair and not
inadequate (taking into account all factors which such members of the Board deem
relevant, including, without limitation, prices which could reasonably be
achieved if the Company or its assets were sold on an orderly basis designed to
realize maximum value) and (ii) otherwise in the best interests of the Company
and its stockholders.

                  (v)   "Record Date" shall have the meaning set forth in the
WHEREAS clause at the beginning of this Agreement.

                  (w)   "Rights" shall have the meaning set forth in the WHEREAS
clause at the beginning of this Agreement.

                  (x)   "Rights Agent" shall have the meaning set forth in the
parties clause at the beginning of this Agreement.

                  (y)   "Rights Certificate" shall have the meaning set forth in
Section 3(a) of this Agreement.

                  (z)   "Rights Dividend Declaration Date" shall have the
meaning set forth in the WHEREAS clause at the beginning of this Agreement.

                  (aa)  "Section 11(a)(ii) Event" shall mean any event described
in Section 11(a)(ii) of this Agreement.

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

                  (cc)  "Spread" shall have the meaning set forth in Section
11(a)(iii) of this Agreement.

                  (dd)  "Stock Acquisition Date" shall mean the first date of
public announcement (which, for purposes of this definition, shall include,
without limitation, a report filed or amended pursuant to Section 13(d) under
the Exchange Act) by the

                                       5
<PAGE>

Company or an Acquiring Person that an Acquiring Person has become such other
than pursuant to a Qualified Offer.

                  (ee)  "Subsidiary" shall mean, with reference to any Person,
any corporation of which an amount of voting securities sufficient to elect at
least a majority of the directors of such corporation is Beneficially Owned,
directly or indirectly, by such Person, or otherwise controlled by such Person.

                  (ff)  "Substitution Period" shall have the meaning set forth
in Section 11(a)(iii) of this Agreement.

                  (gg)  "Summary of Rights" shall have the meaning set forth in
Section 3(b) of this Agreement.

                  (hh)  "Trading Day" shall have the meaning set forth in
Section 11(d)(i) of this Agreement.

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

                  Section 2. APPOINTMENT OF RIGHTS AGENT. The Company hereby
appoints the Rights Agent to act as agent for the Company in accordance with the
terms and conditions of this Agreement, and the Rights Agent hereby accepts such
appointment. The Company may from time to time appoint such co-rights agents as
it may deem necessary or desirable.

                  Section 3.  ISSUANCE OF RIGHTS CERTIFICATES.

                  (a)   Until the earlier of (i) the Close of Business on the
tenth Business Day after the Stock Acquisition Date, or (ii) the Close of
Business on the tenth Business Day (or such later date as the Board shall
determine) after the date that a tender or exchange offer by any Person is first
published or sent or given within the meaning of Rule 14d-2(a) of the General
Rules and Regulations under the Exchange Act, if upon consummation thereof, such
Person would become an Acquiring Person, in either instance other than pursuant
to a Qualified Offer (the earlier of (i) and (ii) being herein referred to as
the "Distribution Date"), (x) the Rights will be evidenced (subject to the
provisions of paragraph (b) of this Section 3) by the certificates for the
Common Stock registered in the names of the holders of the Common Stock (which
certificates for Common Stock shall be deemed also to be certificates for
Rights) and not by separate certificates, and (y) the Rights will be
transferable only in connection with the transfer of the underlying shares of
Common Stock (including a transfer to the Company). The Company must promptly
notify the Rights Agent and request the transfer agent to provide a shareholders
list. As soon as practicable after the Rights Agent receives such notice and
list, the Rights Agent will send by first-class, insured, postage-prepaid mail,
to each record holder of the Common Stock as of the Close of Business on the
Distribution Date, at the address of such holder shown on the records of the
Company, one or more right certificates, in substantially the form of EXHIBIT B
hereto (the "Rights Certificates"), evidencing one Right for each share of
Common Stock so held, subject to adjustment as

                                       6
<PAGE>

provided in this Agreement. In the event that an adjustment in the number of
Rights per share of Common Stock has been made pursuant to Section 11(p) of this
Agreement, at the time of distribution of the Rights Certificates, the Company
shall make the necessary and appropriate rounding adjustments (in accordance
with Section 14(a) of this Agreement) so that Rights Certificates representing
only whole numbers of Rights are distributed and cash is paid in lieu of any
fractional Rights. As of and after the Distribution Date, the Rights will be
evidenced solely by such Rights Certificates.

                  (b)   The Company will make available, as promptly as
practicable following the Record Date, a copy of a Summary of Rights, in
substantially the form attached hereto as EXHIBIT C (the "Summary of Rights") to
any holder of Rights who may so request from time to time prior to the
Expiration Date. With respect to certificates for the Common Stock outstanding
as of the Record Date or issued subsequent to the Record Date, unless and until
the Distribution Date shall occur, the registered holders of the Common Stock
shall also be the registered holders of the associated Rights. Until the earlier
of the Distribution Date or the Expiration Date (as such term is defined in
Section 7(a) of this Agreement), the transfer of any certificates representing
shares of Common Stock in respect of which Rights have been issued shall also
constitute the transfer of the Rights associated with such shares of Common
Stock.

                  (c)   Rights shall be issued in respect of all shares of
Common Stock which are issued (whether originally issued or from the Company's
treasury) after the Record Date but prior to the earlier of the Distribution
Date or the Expiration Date. Certificates representing such shares of Common
Stock shall also be deemed to be certificates for Rights, and shall bear
substantially the following legend if such certificates are issued after the
Record Date but prior to the earlier of the Distribution Date or the Expiration
Date:

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

With respect to such certificates containing the foregoing legend, until the
earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights
associated with the

                                       7
<PAGE>

Common Stock represented by such certificates shall be evidenced by such
certificates alone and registered holders of Common Stock shall also be the
registered holders of the associated Rights, and the transfer of any of such
certificates shall also constitute the transfer of the Rights associated with
the Common Stock represented by such certificates.

                  Section 4.  FORM OF RIGHTS CERTIFICATES.

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

                  (b)   Any Rights Certificate issued pursuant to Section 3(a),
Section 11(i) or Section 22 of this Agreement that represents Rights
Beneficially Owned by: (i) an Acquiring Person or any Associate or Affiliate of
an Acquiring Person; (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
becomes such; or (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person to
holders of equity interests in such Acquiring Person or to any Person with whom
such Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which the Board of Directors
of the Company has determined is part of an agreement, arrangement or
understanding which has as a primary purpose or effect avoidance of Section 7(e)
of this Agreement, and PROVIDED THAT the Company shall have notified the Rights
Agent that this Section 4(b) applies, any Rights Certificate issued pursuant to
Section 6 or Section 11 of this Agreement upon transfer, exchange, replacement
or adjustment of any other Rights Certificate referred to in this sentence,
shall contain (to the extent feasible) the following legend:

         The Rights represented by this Rights Certificate are or were
         beneficially owned by a Person who was or became an Acquiring Person or
         an Affiliate or Associate of an Acquiring Person (as such terms are
         defined in the Rights Agreement). Accordingly, this Rights Certificate
         and the

                                       8
<PAGE>

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

                  Section 5.  COUNTERSIGNATURE AND REGISTRATION.

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

                  (b)   Following the Distribution Date and receipt by the
Rights Agent of the notice and list of record holders of Rights referred to in
Section 3(a), the Rights Agent will keep, or cause to be kept, at its office or
offices designated pursuant to Section 26 hereof as the appropriate place for
surrender of Rights Certificates upon exercise or transfer, books for
registration and transfer of the Rights Certificates issued hereunder. Such
books shall show the names and addresses of the respective holders of the Rights
Certificates, the number of Rights evidenced on its face by each of the Rights
Certificates and the date of each of the Rights Certificates.

                  Section 6. TRANSFER, SPLIT-UP, COMBINATION AND EXCHANGE OF
RIGHTS CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHTS CERTIFICATES.

                  (a)   Subject to the provisions of Section 4(b), Section 7(e)
and Section 14 of this Agreement, at any time after the Close of Business on the
Distribution Date, and at or prior to the Close of Business on the Expiration
Date, any Rights Certificate or Certificates (other than Rights Certificates
representing Rights that may have been exchanged pursuant to Section 24 of this
Agreement) may be transferred, split up, combined or exchanged for another
Rights Certificate or Certificates, entitling the registered holder to purchase
a like number of one one-hundredths of a share of Preferred Stock (or, following
a Triggering Event, Common Stock, other securities, cash or other assets, as the
case may be) as the Rights Certificate or Certificates surrendered then entitles
such holder (or former holder in the case of a transfer) to purchase. Any
registered holder desiring to transfer, split up,

                                       9
<PAGE>

combine or exchange any Rights Certificate or Certificates shall make such
request in writing delivered to the Rights Agent, and shall surrender the Rights
Certificate or Certificates to be transferred, split up, combined or exchanged
at the office or offices of the Rights Agent designated for such purpose.
Neither the Rights Agent nor the Company shall be obligated to take any action
whatsoever with respect to the transfer of any such surrendered Rights
Certificate until the registered holder shall have completed and signed the
certificate contained in the form of assignment on the reverse side of such
Rights Certificate and shall have provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or
Associates thereof as the Company or the Rights Agent shall request. Thereupon
the Rights Agent shall, subject to Section 4(b), Section 7(e), Section 14 of
this Agreement and Section 24 of this Agreement, countersign and deliver to the
Person entitled thereto a Rights Certificate or Rights Certificates, as the case
may be, as so requested. The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Rights Certificates. The Rights
Agent shall not have to process any transaction until it receives evidence that
all taxes and charges have been paid.

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

                  Section 7. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE
OF RIGHTS.

                  (a)   Subject to Section 7(e) of this Agreement, at any time
after the Distribution Date the registered holder of any Rights Certificate may
exercise the Rights evidenced thereby (except as otherwise provided herein
including, without limitation, the restrictions on exercisability set forth in
Section 9(c), Section 11(a)(iii) and Section 23(a) of this Agreement) in whole
or in part upon surrender of the Rights Certificate, with the form of election
to purchase and the certificate on the reverse side thereof duly executed, to
the Rights Agent at the office or offices of the Rights Agent designated for
such purpose, together with payment of the aggregate Purchase Price with respect
to the total number of one one-hundredths of a share (or other securities, cash
or other assets, as the case may be) as to which such surrendered Rights are
then exercisable, at or prior to the earlier of (i) the Close of Business, on
July 9, 2011, or such later date as may be established by the Board of Directors
prior to the expiration of the Rights (such date, as it may be extended by the
Board, the ("Final Expiration Date"), or (ii) the time at which the Rights are
redeemed or exchanged as provided in Section 23 and Section 24 of this Agreement
(the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

                  (b)   The Purchase Price for each one one-hundredth of a share
of Preferred Stock pursuant to the exercise of a Right shall initially be $98.00
(an amount equal to the closing price of the Common Stock on the day that the
Board of Directors of the Company approved the form of this Agreement and the
execution thereof, multiplied

                                       10
<PAGE>

by eight), and shall be subject to adjustment from time to time as provided in
Section 11 and Section 13(a) hereof and shall be payable in accordance with
paragraph (c) below.

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

                  (d)   In case the registered holder of any Rights Certificate
shall exercise less than all the Rights evidenced thereby, a new Rights
Certificate evidencing Rights equivalent to the Rights remaining unexercised
shall be issued by the Rights Agent and delivered to, or upon the order of, the
registered holder of such Rights Certificate, registered in such name or names
as may be designated by such holder, subject to the provisions of Section 6 and
Section 14 of this Agreement.

                  (e)   Notwithstanding anything in this Agreement to the
contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any
Rights Beneficially Owned by (i) an Acquiring Person or an Associate or
Affiliate of an Acquiring Person, (ii) a

                                       11
<PAGE>

transferee of an Acquiring Person (or of any such Associate or Affiliate) who
becomes a transferee after the Acquiring Person becomes such, or (iii) a
transferee of an Acquiring Person (or of any such Associate or Affiliate) who
becomes a transferee prior to or concurrently with the Acquiring Person becoming
such and receives such Rights pursuant to either (A) a transfer (whether or not
for consideration) from the Acquiring Person to holders of equity interests in
such Acquiring Person or to any Person with whom the Acquiring Person has any
continuing agreement, arrangement or understanding regarding the transferred
Rights or (B) a transfer which the Board of Directors of the Company have
determined is part of and agreement, arrangement or understanding which has as a
primary purpose or effect the avoidance of this Section 7(e), shall become null
and void without any further action and no holder of such Rights shall have any
rights whatsoever with respect to such Rights, whether under any provision of
this Agreement or otherwise. The Company shall notify the Rights Agent that this
Section 7(e) applies and shall use all reasonable efforts to insure that the
provisions of this Section 7(e) and Section 4(b) of this Agreement are complied
with, but neither the Company nor the Rights Agent shall have any liability to
any holder of Rights Certificates or any other Person as a result of the
Company's failure to make any determinations with respect to an Acquiring Person
or its Affiliates, Associates or transferees hereunder.

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

                  Section 8. CANCELLATION AND DESTRUCTION OF RIGHTS
CERTIFICATES. All Rights Certificates surrendered for the purpose of exercise,
transfer, split-up, combination or exchange shall, if surrendered to the Company
or any of its agents, be delivered to the Rights Agent for cancellation or in
cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by
it, and no Rights Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Agreement. The Company
shall deliver to the Rights Agent for cancellation and retirement, and the
Rights Agent shall so cancel and retire, any other Rights Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof. The Rights
Agent shall deliver all cancelled Rights Certificates to the Company, or shall,
at the written request of the Company, destroy such cancelled Rights
Certificates, and in such case shall deliver a certificate of destruction
thereof to the Company.

                  Section 9.  RESERVATION AND AVAILABILITY OF CAPITAL STOCK.

                  (a)   The Company covenants and agrees that it will cause to
be reserved and kept available out of its authorized and unissued shares of
Preferred Stock (and, following the occurrence of a Triggering Event, out of its
authorized and unissued

                                       12
<PAGE>

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

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

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

                  (d)   The Company covenants and agrees that it will take all
such action as may be necessary to ensure that all one one-hundredths of a share
of Preferred Stock (and, following the occurrence of a Triggering Event, Common
Stock and/or other securities) delivered upon exercise of Rights shall, at the
time of delivery of the

                                       13
<PAGE>

certificates for such shares (subject to payment of the Purchase Price), be duly
and validly authorized and issued and fully paid and nonassessable.

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

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

                  Section 11. ADJUSTMENT OF PURCHASE PRICE, NUMBER AND KIND OF
SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares
covered by each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11.

                                       14
<PAGE>

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

                        (ii)    In the event that any Person shall, at any time
         after the Record Date, become an Acquiring Person, unless the event
         causing the Person to become an Acquiring Person is a transaction set
         forth in Section 13(a) of this Agreement or is an acquisition of shares
         of Common Stock pursuant to a Qualified Offer, then, promptly following
         the occurrence of such event, proper provision shall be made so that
         each holder of a Right (except as provided below and in Section 7(e) of
         this Agreement) shall thereafter have the right to receive, upon
         exercise thereof at the then current Purchase Price in accordance with
         the terms of this Agreement, in lieu of a number of one one-hundredths
         of a share of Preferred Stock, such number of shares of Common Stock of
         the Company as shall equal the result obtained by (x) multiplying the
         then current Purchase Price by the then number of one one-hundredths of
         a share of Preferred Stock for which a Right was exercisable
         immediately prior to the first occurrence of a Section 11(a)(ii) Event,
         and (y) dividing that product (which, following such first occurrence,
         shall thereafter be referred to as the "Purchase Price" for each Right
         and for all purposes of this Agreement) by 50% of the Current Market
         Price (determined pursuant to Section 11(d) of this Agreement) per
         share of Common Stock on the date of such first occurrence (such number
         of shares, the "Adjustment Shares").

                        (iii)   In the event that the number of shares of Common
         Stock which are authorized by the Company's Certificate of
         Incorporation, as amended and/or restated through such date, but which
         are not outstanding or reserved for

                                       15
<PAGE>

         issuance for purposes other than upon exercise of the Rights, are not
         sufficient to permit the exercise in full of the Rights in accordance
         with the foregoing subparagraph (ii) of this Section 11(a), the Company
         shall (A) determine the value of the Adjustment Shares issuable upon
         the exercise of a Right (the "Current Value"), and (B) with respect to
         each Right (subject to Section 7(e) of this Agreement), make adequate
         provision to substitute for the Adjustment Shares, upon the exercise of
         a Right and payment of the applicable Purchase Price, (1) cash, (2) a
         reduction in the Purchase Price, (3) Common Stock or other equity
         securities of the Company (including, without limitation, shares, or
         units of shares, of preferred stock, such as the Preferred Stock, which
         the Board has deemed to have essentially the same value or economic
         rights as shares of Common Stock (such shares of preferred stock being
         referred to as "Common Stock Equivalents")), (4) debt securities of the
         Company, (5) other assets, or (6) any combination of the foregoing,
         having an aggregate value equal to the Current Value (less the amount
         of any reduction in the Purchase Price), where such aggregate value has
         been determined by the Board based upon the advice of a nationally
         recognized investment banking firm selected by the Board; PROVIDED,
         HOWEVER, that if the Company shall not have made adequate provision to
         deliver value pursuant to clause (B) above within thirty (30) days
         following the later of (x) the first occurrence of a Section 11(a)(ii)
         Event and (y) the date on which the Company's right of redemption
         pursuant to Section 23(a) of this Agreement expires (the later of (x)
         and (y) being referred to herein as the "Section 11(a)(ii) Trigger
         Date"), then the Company shall be obligated to deliver, upon the
         surrender for exercise of a Right and without requiring payment of the
         Purchase Price, shares of Common Stock (to the extent available) and
         then, if necessary, cash, which shares and/or cash have an aggregate
         value equal to the Spread. For purposes of the preceding sentence, the
         term "Spread" shall mean the excess of (i) the Current Value over (ii)
         the Purchase Price. If the Board determines in good faith that it is
         likely that sufficient additional shares of Common Stock could be
         authorized for issuance upon exercise in full of the Rights, the thirty
         (30) day period set forth above may be extended to the extent
         necessary, but not more than ninety (90) days after the Section
         11(a)(ii) Trigger Date, in order that the Company may seek shareholder
         approval for the authorization of such additional shares (such thirty
         (30) day period, as it may be extended, is herein called the
         "Substitution Period"). To the extent that action is to be taken
         pursuant to the first and/or third sentences of this Section
         11(a)(iii), the Company (1) shall provide, subject to Section 7(e) of
         this Agreement, that such action shall apply uniformly to all
         outstanding Rights, and (2) may suspend the exercisability of the
         Rights until the expiration of the Substitution Period in order to seek
         such shareholder approval for such authorization of additional shares
         and/or to decide the appropriate form of distribution to be made
         pursuant to such first sentence and to determine the value thereof. In
         the event of any such suspension, the Company shall issue a public
         announcement stating that the exercisability of the Rights has been
         temporarily suspended, as well as a public announcement at such time as
         the suspension is no longer in effect. The Company shall notify the
         Rights Agent of such suspension and its termination and shall provide
         the Rights Agent with a

                                       16
<PAGE>

         copy of each public announcement. For purposes of this Section
         11(a)(iii), the value of each Adjustment Share shall be the current
         market price per share of the Common Stock on the Section 11(a)(ii)
         Trigger Date and the per share or per unit value of any Common Stock
         Equivalent shall be deemed to equal the current market price per share
         of the Common Stock on such date.

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

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

                                       17
<PAGE>

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

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

                                       18
<PAGE>

         selected by the Board. If on any such date no market maker is making a
         market in the Common Stock, the fair value of such shares on such date
         as determined in good faith by the Board shall be used. The term
         "Trading Day" shall mean a day on which the principal national
         securities exchange on which the shares of Common Stock are listed or
         admitted to trading is open for the transaction of business or, if the
         shares of Common Stock are not listed or admitted to trading on any
         national securities exchange, a Business Day. If the Common Stock is
         not publicly held or not so listed or traded, Current Market Price per
         share shall mean the fair value per share as determined in good faith
         by the Board, whose determination shall be described in a statement
         filed with the Rights Agent and shall be conclusive for all purposes.

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

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

                  (f)   If as a result of an adjustment made pursuant to Section
11(a)(ii) or Section 13(a) of this Agreement, the holder of any Right thereafter
exercised shall become entitled to receive any shares of capital stock other
than Preferred Stock, thereafter the number of such other shares so receivable
upon exercise of any Right and

                                       19
<PAGE>

the Purchase Price thereof shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with
respect to the Preferred Stock contained in Sections 11(a), (b), (c), (e), (g),
(h), (i), (j), (k) and (m), and the provisions of Sections 7, 9, 10, 13 and 14
of this Agreement with respect to the Preferred Stock shall apply on like terms
to any such other shares.

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

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

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

                                       20
<PAGE>

thereof, if required by the Company, new Rights Certificates evidencing all the
Rights to which such holders shall be entitled after such adjustment. Rights
Certificates so to be distributed shall be issued, executed and countersigned in
the manner provided for herein (and may bear, at the option of the Company, the
adjusted Purchase Price) and shall be registered in the names of the holders of
record of Rights Certificates on the record date specified in the public
announcement.

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

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

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

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

                                       21
<PAGE>

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

                  (o)   The Company covenants and agrees that, after the
Distribution Date, it will not, except as permitted by Section 23 or Section 26
of this Agreement, take (or permit any Subsidiary to take) any action if at the
time such action is taken it is reasonably foreseeable that such action will
diminish substantially or otherwise eliminate the benefits intended to be
afforded by the Rights.

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

                  Section 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER
OF SHARES. Whenever an adjustment is made as provided in Section 11 or Section
13 of this Agreement, the Company shall (a) promptly prepare a certificate
setting forth such adjustment and a brief, reasonably detailed statement of the
facts, computations and methodology accounting for such adjustment, (b) promptly
file with the Rights Agent, and with each transfer agent for the Preferred Stock
and the Common Stock, a copy of such certificate and (c) if a Distribution Date
has occurred, mail a brief summary thereof

                                       22
<PAGE>

to each holder of a Rights Certificate (or, if prior to the Distribution Date,
to each holder of a Certificate representing shares of Common Stock) in
accordance with Section 27 of this Agreement. The Rights Agent shall be fully
protected in relying on any such certificate and on any adjustment therein
contained.

                  Section 13. CONSOLIDATION, MERGER OR SALE OR TRANSFER OF
ASSETS; CASH FLOW OR EARNING POWER.

                  (a)   In the event that, following the Stock Acquisition Date,
directly or indirectly, (x) the Company shall consolidate with, or merge with
and into, any other Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o) of this Agreement) and the Company
shall not be the continuing or surviving corporation of such consolidation or
merger, (y) any Person (other than a Subsidiary of the Company in a transaction
which complies with Section 11(o) of this Agreement) shall consolidate with, or
merge with or into, the Company, and the Company shall be the continuing or
surviving corporation of such consolidation or merger and, in connection with
such consolidation or merger, all or part of the outstanding shares of Common
Stock shall be changed into or exchanged for stock or other securities of any
other Person or cash or any other property or (z) the Company shall sell or
otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise
transfer), in one transaction or a series of related transactions, assets, cash
flow or earning power aggregating more than fifty percent (50%) of the assets,
cash flow or earning power of the Company and its Subsidiaries (taken as a
whole) to any Person or Persons (other than the Company or any Subsidiary of the
Company in one or more transactions each of which complies with Section 11(o) of
this Agreement), then, and in each such case (except as may be contemplated by
Section 13(d) of this Agreement), proper provision shall be made so that: (i)
each holder of a Right, except as provided in Section 7(e) of this Agreement,
shall thereafter have the right to receive, upon the exercise thereof at the
then current Purchase Price in accordance with the terms of this Agreement, such
number of validly authorized and issued, fully paid, non-assessable and freely
tradable shares of Common Stock of the Principal Party (as such term is
hereinafter defined), not subject to any liens, encumbrances, rights of first
refusal or other adverse claims, as shall be equal to the result obtained by (1)
multiplying the then current Purchase Price by the number of one one-hundredths
of a share of Preferred Stock for which a Right is exercisable immediately prior
to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event
has occurred prior to the first occurrence of a Section 13 Event, multiplying
the number of such one one-hundredths of a share for which a Right was
exercisable immediately prior to the first occurrence of a Section 11(a)(ii)
Event by the Purchase Price in effect immediately prior to such first
occurrence), and (2) dividing that product (which, following the first
occurrence of a Section 13 Event, shall be referred to as the "Purchase Price"
for each Right and for all purposes of this Agreement) by fifty percent (50%) of
the Current Market Price (determined pursuant to Section 11(d)(i) of this
Agreement) per share of the Common Stock of such Principal Party on the date of
consummation of such Section 13 Event; (ii) such Principal Party shall
thereafter be liable for, and shall assume, by virtue of such Section 13 Event,
all the obligations and duties of the Company pursuant to this Agreement; (iii)
the term "Company" shall thereafter be deemed to refer to such Principal

                                       23
<PAGE>

Party, it being specifically intended that the provisions of Section 11 of this
Agreement shall apply only to such Principal Party following the first
occurrence of a Section 13 Event; (iv) such Principal Party shall take such
steps (including, but not limited to, the reservation of a sufficient number of
shares of its Common Stock) in connection with the consummation of any such
transaction as may be necessary to assure that the provisions hereof shall
thereafter be applicable, as nearly as reasonably may be, in relation to its
shares of Common Stock thereafter deliverable upon the exercise of the Rights;
and (v) the provisions of Section 11(a)(ii) of this Agreement shall be of no
effect following the first occurrence of any Section 13 Event.

                  (b)   "Principal Party" shall mean:

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

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

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

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

                        (i)     prepare and file a registration statement under
         the Act, with respect to the Rights and the securities purchasable upon
         exercise of the Rights on an appropriate form, and will use its best
         efforts to cause such registration statement to (A) become effective as
         soon as practicable after such filing and

                                       24
<PAGE>

         (B) remain effective (with a prospectus at all times meeting the
         requirements of the Act) until the Expiration Date; and

                        (ii)    take such all such other action as may be
         necessary to enable the Principal Party to issue the securities
         purchasable upon exercise of the Rights, including but not limited to
         the registration or qualification of such securities under all
         requisite securities laws of jurisdictions of the various states and
         the listing of such securities on such exchanges and trading markets as
         may be necessary or appropriate; and

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

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

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

                  Section 14.  FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

                  (a)   The Company shall not be required to issue fractions of
Rights, except prior to the Distribution Date as provided in Section 11(p) of
this Agreement, or to distribute Rights Certificates which evidence fractional
Rights. In lieu of such fractional Rights, the Company shall pay to the
registered holders of the Rights Certificates with regard to which such
fractional Rights would otherwise be issuable, an amount in cash equal to the
same fraction of the current market value of a whole Right. For purposes of this
Section 14(a), the current market value of a whole Right shall be the closing
price of the Rights for the Trading Day immediately prior to the date on which
such fractional Rights would have been otherwise issuable. The closing price of
the Rights for any day shall be the last sale price, regular way, or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in

                                       25
<PAGE>

the principal consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock Exchange or,
if the Rights are not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting
system with respect to securities listed on the principal national securities
exchange on which the Rights are listed or admitted to trading or, if the
Rights are not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by
Nasdaq or such other system then in use or, if on any such date the Rights
are not quoted by any such organization, the average of the closing bid and
asked prices as furnished by a professional market maker making a market in
the Rights selected by the Board of Directors of the Company. If on any such
date no such market maker is making a market in the Rights, the fair value of
the Rights on such date as determined in good faith by the Board of Directors
of the Company shall be used.

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

                  (c)   Following the occurrence of a Triggering Event, the
Company shall not be required to issue fractions of shares of Common Stock upon
exercise of the Rights or to distribute certificates which evidence fractional
shares of Common Stock. In lieu of fractional shares of Common Stock, the
Company may pay to the registered holders of Rights Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one (1) share of Common Stock. For
purposes of this Section 14(c), the current market value of one share of Common
Stock shall be the closing price of one share of Common Stock (as determined
pursuant to Section 11(d)(i) of this Agreement) for the Trading Day immediately
prior to the date of such exercise.

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

                  Section 15. RIGHTS OF ACTION. All rights of action in respect
of this Agreement are vested in the respective registered holders of the Rights
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Stock); and any

                                       26
<PAGE>

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

                  Section 16. AGREEMENT OF RIGHTS HOLDERS. Every holder of a
Right by accepting the same consents and agrees with the Company and the Rights
Agent and with every other holder of a Right that:

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

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

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

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

                                       27
<PAGE>

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

                  Section 18.  CONCERNING THE RIGHTS AGENT.

                  (a)   The Company agrees to pay to the Rights Agent reasonable
compensation for all services rendered by it hereunder and, from time to time,
on demand of the Rights Agent, its reasonable expenses and counsel fees and
disbursements and other disbursements incurred in the preparation, delivery,
amendment, administration and execution of this Agreement and the exercise and
performance of its duties hereunder. The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss, liability, damage,
judgment, fine, penalty, claim, demand, settlement cost or expense, incurred
without gross negligence, bad faith or willful misconduct on the part of the
Rights Agent, for any action taken, suffered or omitted by the Rights Agent in
connection with the acceptance and administration of this Agreement, including
without limitation the costs and expenses of defending against any claim of
liability in the premises. The indemnity provided herein shall survive the
termination of this Agreement and the termination and the expiration of the
Rights. The costs and expenses incurred in enforcing this right of
indemnification shall be paid by the Company. Anything to the contrary
notwithstanding, in no event shall the Rights Agent be liable for special,
punitive, indirect, consequential or incidental loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Rights Agent
has been advised of the likelihood of such loss or damage. Any liability of the
Rights Agent under this Rights Agreement will be limited to the amount of fees
paid by the Company to the Rights Agent.

                  (b)   The Rights Agent shall be authorized and protected and
shall incur no liability for or in respect of any action taken, suffered or
omitted by it in connection with the acceptance and administration of this
Agreement in reliance upon any Rights Certificate or certificate for Common
Stock or for other securities of the Company, instrument of assignment or
transfer, power of attorney, endorsement, affidavit, letter, notice, direction,
consent, certificate, statement, or other paper or document believed by it to be
genuine and to be signed, executed and, where necessary, verified or
acknowledged, by the proper Person or Persons. The Rights Agent shall be fully
protected in relying on any such paper or document and on any information or
instructions therein contained. The Rights Agent shall not be deemed to have a
duty to act on any notice of public

                                       28
<PAGE>

announcement by the Company unless and until the Company has actually provided
the Rights Agent with such notice or with a copy of such public announcement, as
applicable.

                  Section 19. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF
RIGHTS AGENT.

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

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

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

                  (a)   The Rights Agent may consult with legal counsel (who may
be legal counsel for the Company) and the advice or opinion of such counsel
shall be full and complete authorization and protection to the Rights Agent as
to, and the Rights Agent shall incur no liability for or in respect of, any
action taken, suffered or omitted by it in good faith and in accordance with
such advice or opinion.

                  (b)   Whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter (including,

                                       29
<PAGE>

without limitation, the identity of any Acquiring Person and the determination
of Current Market Price) be proved or established by the Company prior to
taking, suffering or omitting any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a certificate signed by the
Chairman of the Board, the President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary of the Company and
delivered to the Rights Agent; and such certificate shall be full authorization
and protection to the Rights Agent and the Rights Agent shall incur no liability
for or in respect of any action taken, suffered or omitted in good faith by it
under the provisions of this Agreement in reliance upon such certificate.

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

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

                  (e)   The Rights Agent shall not be under any liability
responsibility in respect of the validity of this Agreement or the execution and
delivery hereof (except the due execution hereof by the Rights Agent) or in
respect of the validity or execution of any Rights Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Rights Certificate; nor shall it be responsible for any adjustment required
under the provisions of Section 11, Section 13 or Section 24 of this Agreement
or responsible for the manner, method or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such adjustment
(except with respect to the exercise of Rights evidenced by Rights Certificates
after actual notice of any such adjustment); nor shall it by any act hereunder
be deemed to make any representation or warranty as to the authorization or
reservation of any shares of Common Stock or Preferred Stock to be issued
pursuant to this Agreement or any Rights Certificate or as to whether any shares
of Common Stock or Preferred Stock will, when so issued, be validly authorized
and issued, fully paid and nonassessable.

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

                  (g)   The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder from
the Chairman of the Board, the President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer or any Assistant Treasurer of the Company,
and to apply to such officers for advice or instructions in connection with its
duties, and such instruction shall be full

                                       30
<PAGE>

authorization and protection to the Rights Agent and the Rights Agent shall
incur no liability for or in respect of any action taken, suffered or omitted to
be taken by it in good faith in accordance with instructions of any such
officer. The Rights Agent may conclusively rely on the most recent instructions
given by any such officer.

                  (h)   The Rights Agent and any stockholder, affiliate,
director, officer or employee of the Rights Agent may buy, sell or deal in any
of the Rights or other securities of the Company or become pecuniarily
interested in any transaction in which the Company may be interested, or
contract with or lend money to the Company or otherwise act as fully and freely
as though it were not Rights Agent under this Agreement. Nothing herein shall
preclude the Rights Agent from acting in any other capacity for the Company or
for any other Person or 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 shall not be
answerable or accountable for any act, default, neglect or misconduct of any
such attorneys or agents or for any loss to the Company resulting from any such
act, default, neglect or misconduct; absent gross negligence, bad faith or
willful misconduct in the selection and continued employment thereof.

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

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

                  Section 21. CHANGE OF RIGHTS AGENT. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon thirty (30) days' notice in writing mailed to the Company, and to
each transfer agent of the Common Stock and Preferred Stock, by registered or
certified mail, and, if such resignation occurs after the Distribution Date, to
the registered holders of the Rights Certificates by first-class mail. The
Company may remove the Rights Agent or any successor Rights Agent upon thirty
(30) days' notice in writing, mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the Common Stock and
Preferred Stock, by registered or certified mail, and, if such removal occurs
after the Distribution Date, to the holders of the Rights Certificates by
first-class mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Rights Agent. If the Company shall fail to make such appointment within a
period of thirty (30) days after giving notice

                                       31
<PAGE>

of such removal, then any registered holder of any Rights Certificate may apply
to any court of competent jurisdiction for the appointment of a new Rights
Agent. Any successor Rights Agent, whether appointed by the Company or by such a
court, shall be (a) a Person organized and doing business under the laws of the
United States or one of the United States, in good standing, having an office in
the State of New York, which 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 $10,000,000 or (b) an affiliate of a
legal business entity described in clause (a) of this sentence. After
appointment, the successor Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights
Agent without further act or deed; but the predecessor Rights Agent shall
deliver and transfer to the successor Rights Agent any property at the time held
by it hereunder, and execute and deliver any further assurance, conveyance, act
or deed necessary for the purpose. Not later than the effective date of any such
appointment, the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock and the
Preferred Stock and, if such appointment occurs after the Distribution Date,
mail a notice thereof in writing to the registered holders of the Rights
Certificates. Failure to give any notice provided for in this Section 21,
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. In case at the time such successor Rights
Agent shall succeed to the agency created by this Agreement, any of the Rights
Certificates shall have been countersigned but not delivered, any such successor
Rights Agent may adopt the countersignature of a predecessor Rights Agent and
deliver such Rights Certificates so countersigned; and in case at that time any
of the Rights Certificates shall not have been countersigned, any successor
Rights Agent may countersign such Rights Certificates either in the name of the
predecessor or in the name of the successor Rights Agent; and in all such cases
such Rights Certificates shall have the full force provided in the Rights
Certificates and in this Agreement.

                  Section 22. ISSUANCE OF NEW RIGHTS CERTIFICATES.
Notwithstanding any of the provisions of this Agreement or of the Rights to the
contrary, the Company may, at its option, issue new Rights Certificates
evidencing Rights in such form as may be approved by the Board of Directors to
reflect any adjustment or change in the Purchase Price and the number or kind or
class of shares or other securities or property purchasable under the Rights
Certificates made in accordance with the provisions of this Agreement. In
addition, in connection with the issuance or sale of shares of Common Stock
following the Distribution Date and prior to the redemption or expiration of the
Rights, the Company (a) shall, with respect to shares of Common Stock so issued
or sold pursuant to the exercise of stock options or under any employee plan or
arrangement, granted or awarded as of the Distribution Date, or upon the
exercise, conversion or exchange of securities hereinafter issued by the
Company, and (b) may, in any other case, if deemed necessary or appropriate by
the Board of Directors of the Company, issue Rights Certificates representing
the appropriate number of Rights in connection with such issuance or sale;
PROVIDED, HOWEVER, that (i) no such Rights Certificate shall be issued if, and
to the extent that, the Company shall be advised by counsel that such issuance
would create a significant risk of material adverse tax consequences to the
Company or the

                                       32
<PAGE>

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

                  Section 23.  REDEMPTION AND TERMINATION.

                  (a)   The Board of Directors of the Company may, at its
option, at any time prior to the earlier of (i) the Close of Business on the
tenth Business Day following the Stock Acquisition Date (or, if the Stock
Acquisition Date shall have occurred prior to the Record Date, the Close of
Business on the tenth Business Day following the Record Date) or (ii) the Close
of Business on the Final Expiration Date, redeem all but not less than all of
the then outstanding Rights at a redemption price of $0.01 per Right, as such
amount may be appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring after the date hereof (such redemption price
being hereinafter referred to as the "Redemption Price"). Notwithstanding
anything contained in this Agreement to the contrary, the Rights shall not be
exercisable after the first occurrence of a Section 11(a)(ii) Event until such
time as the Company's right of redemption hereunder has expired. The Company
may, at its option, pay the Redemption Price in cash, shares of Common Stock
(based on the Current Market Price, as defined in Section 11(d)(i) hereof, of
the Common Stock at the time of redemption) or any other form of consideration
deemed appropriate by the Board of Directors.

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

                  Section 24.  EXCHANGE.

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

                                       33
<PAGE>

the Company, any employee benefit plan of the Company or any such Subsidiary, or
any Person organized, appointed or established by the Company for or pursuant to
the terms of any such plan), together with all Affiliates and Associates of such
Person, becomes the Beneficial Owner of 50% or more of the Common Stock then
outstanding.

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

                  (c)   In any exchange pursuant to this Section 24, the
Company, at its option, may substitute Preferred Stock (or Equivalent Preferred
Stock, as such term is defined in paragraph (b) of Section 11 of this Agreement)
for Common Stock exchangeable for Rights, at the initial rate of one
one-hundredth of a share of Preferred Stock (or Equivalent Preferred Stock) for
each share of Common Stock, as appropriately adjusted to reflect stock splits,
stock dividends and other similar transactions after the date hereof.

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

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

                                       34

<PAGE>

                  Section 25.  NOTICE OF CERTAIN EVENTS.

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

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

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

                                       35
<PAGE>

                  Versicor Inc.
                  34790 Ardentech Ct.
                  Fremont, California  94555
                  Attention:  George F. Horner III

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

                  American Stock Transfer & Trust Company
                  59 Maiden Lane
                  New York, NY 10038
                  Attention:  General Counsel

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

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

                                       36
<PAGE>

limit its rights or benefits under this Agreement. Prior to the Distribution
Date, the interests of the holders of Rights shall be deemed coincident with the
interests of the holders of Common Stock. Notwithstanding anything herein to the
contrary, this Agreement may not be amended at a time when the Rights are not
redeemable.

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

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

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

                  Section 31. SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated;
PROVIDED, HOWEVER, that notwithstanding anything in this Agreement to the
contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and the Board of
Directors of the Company determines in its good faith judgment (with notice to
the Rights Agent) that severing the invalid language from this Agreement would
adversely affect the purpose or effect of this Agreement, the right of
redemption set forth in Section 23 hereof shall be reinstated and shall not
expire until the Close of Business on the tenth Business

                                       37
<PAGE>

Day following the date of such determination by the Board of Directors. Without
limiting the foregoing, if any provision requiring the approval of certain
members of the Board of Directors of the Company is held to by any court of
competent jurisdiction or other authority to be invalid, void or unenforceable,
such determination shall then be made by the Board of Directors of the Company
in accordance with applicable law and the Company's Certificate of Incorporation
and Bylaws.

                  Section 32. GOVERNING LAW. This Agreement, each Right and each
Rights Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts made
and to be performed entirely within such State; except that the rights, duties
and obligations of the Rights Agent shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed within such State.

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

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




                                       38
<PAGE>

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



                                       VERSICOR INC., a Delaware corporation


                                       By: /s/ GEORGE F. HORNER III
                                           -------------------------------------
                                           George F. Horner III
                                           President and Chief Executive Officer
Attest:


By:
         ------------------------------
         Secretary




                                       AMERICAN STOCK TRANSFER & TRUST COMPANY


                                       By: /s/ HERBERT J. LEMMER
                                           -------------------------------------

                                           Herbert J. Lemmer
                                           Vice President


Attest:



By:  /s/ BARRY S. ROSENTHAL
     ------------------------------

     Barry S. Rosenthal
     Vice President



                                       39
<PAGE>

                                                                       EXHIBIT A

                           CERTIFICATE OF DESIGNATIONS

                                  VERSICOR INC.


               Establishing a Series of Preferred Stock Designated
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK


                  Versicor Inc., a Delaware corporation (the "Corporation"),
hereby certifies to the Delaware Secretary of State (the "Secretary of State")
that:

                  FIRST: Pursuant to authority expressly vested in the Board of
Directors of the Corporation by the Fourth Amended and Restated Certificate of
Incorporation of the Corporation, filed with the Secretary of State on August 8,
2000 (the "Certificate"), the Board of Directors of the Corporation (the "Board
of Directors"), by resolution duly adopted at a meeting duly called and held on
June 7, 2001, classified and designated one million (1,000,000) shares (the
"Shares") of the Company's Preferred Stock (as such term is used in the
Certificate) as shares of Series A Junior Participating Preferred Stock, with
the preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications and terms
and conditions of redemption as set forth below.

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                  Section 1. DESIGNATION AND AMOUNT. A class of Preferred Stock
designated the "Series A Junior Participating Preferred Stock," par value $0.01
per share, is hereby established. The number of authorized shares of such Series
A Preferred Stock shall be one million (1,000,000). The Series A Junior
Participating Preferred Stock shall constitute a separate class of capital stock
of the Corporation.

                  Section 2. DIVIDENDS AND DISTRIBUTIONS.

                  (A)   Subject to the prior and superior rights of the holders
of any shares of any series of Preferred Stock ranking prior and superior to the
shares of Series A Junior Participating Preferred Stock with respect to
dividends, the holders of shares of Series A Junior Participating Preferred
Stock shall be entitled to receive, when, as and if authorized and declared by
the Board of Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the 15th day of January, April, July and October in
each year, or the next following business day, if such day is not a business day
(each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Junior Participating
Preferred Stock, in an amount per share (rounded to the nearest cent) equal to
the greater of (a) One Dollar ($1) or (b) subject to the provision for
adjustment hereinafter set forth, one hundred (100) times the aggregate per
share amount of all cash dividends, and one hundred (100) times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision

                                      A-1
<PAGE>

of the outstanding shares of Common Stock (by reclassification or otherwise),
declared on the Common Stock, par value $0.01 per share, of the Corporation (the
"Common Stock") since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series A Junior Participating
Preferred Stock. In the event the Corporation shall at any time after July 9,
2001 (the "Rights Record Date") (i) authorize and declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a smaller number of
shares, then in each such case the amount to which holders of shares of Series A
Junior Participating Preferred Stock were entitled immediately prior to such
event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  (B)   The Corporation shall authorize and declare a dividend
or distribution on the Series A Junior Participating Preferred Stock as provided
in Paragraph (A) above immediately after it authorizes and declares a dividend
or distribution on the Common Stock (other than a dividend payable in shares of
Common Stock); PROVIDED, HOWEVER, that in the event no dividend or distribution
shall have been authorized and declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, a dividend of One Dollar ($1) per share on the Series A
Junior Participating Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.

                  (C)   Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Junior Participating Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such shares
of Series A Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Junior Participating Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either
event such dividends shall begin to accrue and be cumulative from such Quarterly
Dividend Payment Date. Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of Series A Junior Participating Preferred Stock in
an amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated PRO RATA on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of shares of Series A Junior
Participating Preferred Stock entitled to receive payment of a dividend or
distribution authorized and declared thereon, which record date shall be no more
than thirty (30) days prior to the date fixed for the payment thereof.

                                      A-2
<PAGE>

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

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

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

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

                        (ii)    During any default period, such voting right of
         the holders of Series A Junior Participating Preferred Stock may be
         exercised initially at a special meeting called pursuant to
         subparagraph (iii) of this Section 3(C) or at any annual meeting of
         stockholders, and thereafter at annual meetings of stockholders,
         provided that neither such voting right nor the right of the holders of
         any other series of Preferred Stock, if any, to increase, in certain
         cases, the authorized number of directors shall such voting right shall
         not be exercised unless the holders of ten percent (10%) in number of
         shares of Preferred Stock outstanding shall be present in person or by
         proxy. The absence of a quorum of the holders of Common Stock shall not
         affect the exercise by the holders of Preferred Stock of such voting
         right. At any meeting at which the holders of Preferred Stock shall
         exercise such voting right initially during an existing default period,
         they shall have the right, voting as a class, to elect directors to
         fill such vacancies, if any, in

                                      A-3
<PAGE>

         the Board of Directors as may then exist up to two (2) directors or, if
         such right is exercised at an annual meeting, to elect two (2)
         directors. If the number which may be so elected at any special meeting
         does not amount to the required number, the holders of the Preferred
         Stock shall have the right to make such increase in the number of
         directors as shall be necessary to permit the election by them of the
         required number. After the holders of the Preferred Stock shall have
         exercised their right to elect directors in any default period and
         during the continuance of such period, the number of directors shall
         not be increased or decreased except by vote of the holders of
         Preferred Stock as herein provided or pursuant to the rights of any
         equity securities ranking senior to or PARI PASSU with the Series A
         Junior Participating Preferred Stock.

                        (iii)   Unless the holders of Preferred Stock shall,
         during an existing default period, have previously exercised their
         right to elect directors, the Board of Directors may order, or any
         stockholder or stockholders owning in the aggregate not less than ten
         percent (10%) of the total number of shares of Preferred Stock
         outstanding, irrespective of series, may request, the calling of a
         special meeting of the holders of Preferred Stock, which meeting shall
         thereupon be called by the President, a Vice-President or the Secretary
         of the Corporation. Notice of such meeting and of any annual meeting at
         which holders of Preferred Stock are entitled to vote pursuant to this
         Paragraph (C)(iii) shall be given to each holder of record of Preferred
         Stock by mailing a copy of such notice to him at his last address as
         the same appears on the books of the Corporation. Such meeting shall be
         called for a time not earlier than twenty (20) days and not later than
         sixty (60) days after such order or request or in default of the
         calling of such meeting within sixty (60) days after such order or
         request, such meeting may be called on similar notice by any
         stockholder or stockholders owning in the aggregate not less than ten
         percent (10%) of the total number of shares of Preferred Stock
         outstanding. Notwithstanding the provisions of this Paragraph (C)(iii),
         no such special meeting shall be called during the period within sixty
         (60) days immediately preceding the date or the first day of the
         period, as the case may be, fixed by the Bylaws of the Corporation for
         the next annual meeting of the stockholders.

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

                                      A-4
<PAGE>

         shall include directors elected by such directors to fill vacancies as
         provided in clause (y) of the foregoing sentence.

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

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

                  Section 4.  CERTAIN RESTRICTIONS.

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

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

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

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

                                      A-5
<PAGE>

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

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

                  Section 5. REACQUIRED SHARES. Any shares of Series A Junior
Participating Preferred Stock purchased or otherwise acquired by the Corporation
in any manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and restrictions on issuance
set forth herein.

                  Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP.

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

                                      A-6
<PAGE>

share basis, respectively. The merger or consolidation of the Corporation,
regardless of whether the Corporation is the surviving entity in such merger or
consolidation, shall not be deemed to be the liquidation, dissolution or winding
up of the Corporation.

                  (B)   In the event, however, that there are not sufficient
assets available to permit payment in full of the Series A Liquidation
Preference and the liquidation preferences of all other series of preferred
stock, if any, which rank on a parity with the Series A Junior Participating
Preferred Stock, then such remaining assets shall be distributed ratably in the
same proportion as the respective amounts that would be payable on such Series A
Junior Participating Preferred Stock and any such other parity stock if all
amounts payable thereon were paid in full. In the event, however, that there are
not sufficient assets available to permit payment in full of the Common
Adjustment, then such remaining assets shall be distributed ratably to the
holders of Common Stock.

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

                  Section 7. CONSOLIDATION, MERGER, ETC. If the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case the shares
of Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to one hundred (100) times the
aggregate amount of stock, securities, cash and/or any other property (payable
in kind), as the case may be, into which or for which each share of Common Stock
is changed or exchanged. In the event the Corporation shall at any time after
the Rights Record Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series A Junior Participating Preferred
Stock shall be adjusted by multiplying such amount by a fraction the numerator
of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

                  Section 8. NO REDEMPTION. The shares of Series A Junior
Participating Preferred Stock shall not be redeemable.

                                      A-7
<PAGE>

                  Section 9.  RANKING.

                  (a)   The Series A Junior Participating Preferred Stock shall
rank junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.

                  (b)   The liquidation preference of the outstanding shares of
Series A Junior Participating Preferred Stock will not be added to the
liabilities of the Corporation for the purpose of determining whether under the
Delaware General Corporation Law a distribution may be made to stockholders of
the Corporation whose preferential rights upon dissolution of the Corporation
are junior to those of holders of Series A Junior Participating Preferred Stock.

                  Section 10. AMENDMENT. At any time when any shares of Series A
Junior Participating Preferred Stock are outstanding, neither the Certificate
nor this Certificate of Designations shall be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series A Junior Participating Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of a majority or more of the
outstanding shares of Series A Junior Participating Preferred Stock, voting
separately as a class; provided that none of (i) the creation or issuance of (A)
additional shares of Series A Junior Participating Preferred Stock or (B) shares
of any class or series of Preferred Stock ranking junior to or on parity with
the Series A Junior Participating Preferred Stock as to the payment of dividends
and the distribution of assets, (ii) a merger or consolidation in which the
Corporation is the surviving entity and the Series A Junior Participating
Preferred Stock remains outstanding with no material adverse change in its
powers, preferences and special rights, or (iii) a merger or consolidation in
which the Corporation is not the surviving entity and the holders of the Series
A Junior Participating Preferred Stock receive in exchange therefor a
substantially identical security of the surviving entity, shall be considered to
materially adversely alter or change the powers, preferences or special powers
of the Series A Junior Participating Preferred Stock.

                  Section 11. FRACTIONAL SHARES. Series A Junior Participating
Preferred Stock may be issued in fractions of a share which shall entitle the
holder, in proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to have the benefit
of all other rights of holders of Series A Junior Participating Preferred Stock.

                  Section 12. CERTIFICATE LEGENDS. The Board of Directors may
authorize the issue of some or all of the shares (including fractional
shares) of Series A Junior Participating Preferred Stock without
certificates. If issued in certificated form, each share (including each
fractional share) of Series A Junior Participating Preferred Stock shall bear
substantially the following legend in addition to any legends required to
comply with federal and state securities laws:

                                      A-8
<PAGE>

                                CLASSES OF STOCK

         THE CORPORATION IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE
         CLASS, CONSISTING OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED
         STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE
         PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF PREFERRED
         STOCK BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK.
         THE CORPORATION WILL FURNISH, WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING
         A WRITTEN REQUEST THEREFORE, A COPY OF THE CORPORATION'S CERTIFICATE
         AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS,
         PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
         LIMITATIONS AS TO THE DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS
         AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH
         THE CORPORATION HAS THE AUTHORITY TO ISSUE AND, IF THE CORPORATION IS
         AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, (i) THE
         DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES
         OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD
         OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES.
         REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF
         THE CORPORATION AT ITS PRINCIPAL OFFICE.



                                      A-9
<PAGE>

                  SECOND: The Shares have been classified and designated by the
Board of Directors under authority contained in the Certificate.

                  THIRD: This Certificate of Designations has been approved by
the Board of Directors in the manner and by the vote required by law.

                  FOURTH: The undersigned President and Chief Executive Officer
of the Corporation acknowledges this Certificate of Designations to be the
corporate act of the Corporation and, as to all matters or facts required to be
verified under oath, the undersigned President and Chief Executive Officer of
the Corporation acknowledges that to the best of his knowledge, information and
belief, these matters and facts are true in all material respects and that this
statement is made under the penalties for perjury.

                            [Signature page follows.]




                                      A-10
<PAGE>


                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Designations to be executed under seal in its name and on its
behalf by its President on this 6th day of July, 2001.



                                        VERSICOR INC.


                                        By:
                                           -------------------------------------
                                           George F. Horner III
                                           President and Chief Executive Officer




                  CERTIFICATE OF THE PRESIDENT OF VERSICOR INC.

                  THE UNDERSIGNED, President of Versicor Inc., who executed on
behalf of the Corporation the Certificate of Designations of which this
Certificate is made a part, hereby acknowledges in the name and on behalf of
said Corporation the foregoing Certificate of Designations to be the corporate
act of said Corporation and hereby certifies that the matters and facts set
forth herein with respect to the authorization and approval thereof are true in
all material respects under the penalties of perjury.




                                        ----------------------------------------
                                        George F. Horner III
                                        President and Chief Executive Officer

(SEAL)



                                      A-11
<PAGE>
                                                                       EXHIBIT B


                          [Form of Rights Certificate]


Certificate No.  R-____________                      ____________________ Rights


NOT EXERCISABLE AFTER JULY 9, 2011, UNLESS EXTENDED PRIOR THERETO BY THE BOARD
OF DIRECTORS OR EARLIER IF REDEEMED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO
REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER RIGHT ON THE TERMS SET
FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY
OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT)
AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS
REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A
PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).
ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY
BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH
AGREEMENT.](1)

                               RIGHTS CERTIFICATE

                                  VERSICOR INC.


                  This certifies that _______________________________________,
or registered assigns, is the registered owner of the number of Rights set forth
above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Shareholder Rights Agreement, dated as of June
28, 2001 (the "Rights Agreement"), between Versicor Inc., a Delaware corporation
(the "Company"), and American Stock Transfer & Trust Company (the "Rights
Agent"), to purchase from the Company at any time prior to 5:00 P.M. (Pacific
Time) on July 9, 2011 (unless such date is extended prior thereto by the Board
of Directors) at the office or offices of the Rights Agent designated for such
purpose, or its successors as Rights Agent, one one-hundredth of a fully paid,
non-assessable share of Series A Junior Participating Preferred Stock (the
"Preferred Stock") of the Company, at a purchase price of $98.00 per one
one-hundredth of a share (the "Purchase Price"), upon presentation and surrender
of this Rights Certificate with the Form of Election to Purchase and related
Certificate duly executed. The number of Rights evidenced by this Rights
Certificate (and the number of shares which may be purchased upon exercise
thereof) set forth above, and the Purchase Price per share set forth above, are
the number and Purchase Price as of July 9, 2001, based on

-----------------
(1)      The portion of the legend in brackets shall be inserted only if
         applicable and shall replace the preceding sentence.

                                      B-1
<PAGE>


the Preferred Stock as constituted at such date. The Company reserves the right
to require prior to the occurrence of a Triggering Event (as such term is
defined in the Rights Agreement) that a number of Rights be exercised so that
only whole shares of Preferred Stock will be issued.

                  Upon the occurrence of a Section 11(a)(ii) Event (as such term
is defined in the Rights Agreement), if the Rights evidenced by this Rights
Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or
Associate of any such Acquiring Person (as such terms are defined in the Rights
Agreement), (ii) a transferee of any such Acquiring Person, Associate or
Affiliate, or (iii) under certain circumstances specified in the Rights
Agreement, a transferee of a person who, after such transfer, became an
Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such
Rights shall become null and void without any further action and no holder
hereof shall have any rights whatsoever with respect to such Rights, whether
under any provision of the Rights Agreement or otherwise, from and after the
occurrence of such Section 11(a)(ii) Event.

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

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

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

                  Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at its option at a
redemption price of $0.01 per Right at any time prior to the earlier of the
Close of Business on (i) the tenth Business Day following the Stock Acquisition
Date (as such time period may be

                                      B-2
<PAGE>

extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date.
In addition, under certain circumstances following the Stock Acquisition Date,
the Rights may be exchanged, in whole or in part, for shares of the Common
Stock, or shares of preferred stock of the Company having essentially the same
value or economic rights as such shares. Immediately upon the action of the
Board of Directors of the Company authorizing any such exchange, and without any
further action or any notice, the Rights (other than Rights which are not
subject to such exchange) will terminate and the Rights will only enable holders
to receive the shares issuable upon such exchange.

                  No fractional shares of Preferred Stock will be issued upon
the exercise of any Right or Rights evidenced hereby (other than fractions which
are integral multiples of one one-hundredth of a share of Preferred Stock), but
in lieu thereof a cash payment will be made, as provided in the Rights
Agreement. The Company, at its election, may require that a number of Rights be
exercised so that only whole shares of Preferred Stock would be issued.

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

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


                                      B-3
<PAGE>


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

Dated as of  _____________, _______.


                                       VERSICOR INC.


                                       By:
                                           -------------------------------------
                                           George F. Horner III
                                           President and Chief Executive Officer
Attest:


By:
         --------------------------------------------
Name:
         --------------------------------------------
         Secretary
                                                                          [SEAL]



Countersigned:

AMERICAN STOCK TRANSFER & TRUST COMPANY


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


                                      B-4
<PAGE>

                  [Form of Reverse Side of Rights Certificate]

================================================================================

                               FORM OF ASSIGNMENT

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

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

  PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------------
                                             ...................................
---------------------------------------------


 ................................................................................
             (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
                          POSTAL ZIP CODE OF ASSIGNEE)

this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint..............................
Attorney to transfer the within Rights Certificate on the books of the
within-named Company with full power of substitution.

Dated:   ...............................    ....................................
                                                     (SIGNATURE)

                                            ....................................
                                                     (PRINT NAME)

                     Signature Guaranteed:  ....................................
                                                      (SIGNATURE)


                                   CERTIFICATE

                  The undersigned hereby certifies by checking the appropriate
boxes that:

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

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

Dated:   ...............................    ....................................
                                                     (SIGNATURE)

                                            ....................................
                                                     (PRINT NAME)

                     Signature Guaranteed:  ....................................
                                                      (SIGNATURE)


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

================================================================================

                                      B-5
<PAGE>

================================================================================

                          FORM OF ELECTION TO PURCHASE

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

To:  VERSICOR INC.:

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

  PLEASE INSERT SOCIAL SECURITY
  OR OTHER IDENTIFYING NUMBER
---------------------------------------------
                                             ...................................
---------------------------------------------

 ................................................................................
     (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE)

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

  PLEASE INSERT SOCIAL SECURITY
  OR OTHER IDENTIFYING NUMBER
---------------------------------------------
                                             ...................................
---------------------------------------------

 ................................................................................
     (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE)

Dated:   ...............................    ....................................
                                                     (SIGNATURE)

                                            ....................................
                                                     (PRINT NAME)

                     Signature Guaranteed:  ....................................
                                                      (SIGNATURE)

                                   CERTIFICATE

                  The undersigned hereby certifies by checking the appropriate
boxes that:

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

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

Dated:   ...............................    ....................................
                                                     (SIGNATURE)

                                            ....................................
                                                     (PRINT NAME)

                     Signature Guaranteed:  ....................................
                                                      (SIGNATURE)

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

================================================================================

                                      B-6
<PAGE>

                                                                       EXHIBIT C

                                SUMMARY OF RIGHTS

                  On June 7, 2001, the Board of Directors of Versicor Inc. (the
"Company") declared a dividend distribution of one Right for each outstanding
share of Company Common Stock to stockholders of record at the Close of Business
on July 9, 2001 (the "Record Date"). Each Right entitles the registered holder
to purchase from the Company one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $0.01 per share (the "Preferred
Stock"), at a Purchase Price of $98.00, subject to adjustment. The description
and terms of the Rights are set forth in a Shareholder Rights Agreement (the
"Rights Agreement") between the Company and American Stock Transfer & Trust
Company, as Rights Agent.

                  Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to certain exceptions specified in the
Rights Agreement, the Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) 10 business days following
a public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the outstanding shares of Common Stock
(the "Stock Acquisition Date"), other than as a result of repurchases of stock
by the Company or certain inadvertent actions by institutional or certain other
stockholders, or (ii) 10 business days (or such later date as the Board shall
determine) following the commencement of a tender offer or exchange offer that
would result in a person or group becoming an Acquiring Person. Until the
Distribution Date, (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after the Record Date
will contain a notation incorporating the Rights Agreement by reference, and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate. Pursuant to the Rights Agreement,
the Company reserves the right to require prior to the occurrence of a
Triggering Event (as defined below) that, upon any exercise of Rights, a number
of Rights be exercised so that only whole shares of Preferred Stock will be
issued.

                  The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (Pacific Time) on July 9, 2011, unless earlier redeemed
or exchanged by the Company as described below.

                  As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
Close of Business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights.

                  Except as otherwise determined by the Board of Directors, only
shares of Common Stock issued prior to the Distribution Date will be issued with
Rights.

                                      C-1
<PAGE>

                  In the event that a Person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock which the
independent directors determine to be at a price which is fair and not
inadequate and to otherwise be in the best interests of the Company and its
stockholders, after receiving advice from one or more investment banking firms
(a "Qualified Offer"), each holder of a Right will thereafter have the right to
receive, upon exercise, Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to two times
the exercise price of the Right. The Exercise Price is the Purchase Price times
the number of shares of Common Stock associated with each Right. Notwithstanding
any of the foregoing, following the occurrence of the event set forth in this
paragraph, all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person or an
affiliate or associate thereof will be null and void. However, Rights are not
exercisable following the occurrence of the event set forth above until such
time as the Rights are no longer redeemable by the Company as set forth below.

                  For example, at an exercise price of $98.00 per Right, each
Right not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $196.00 worth of Common Stock (or other consideration, as noted above)
for $98.00. Assuming that the Common Stock had a per share value of $14 at such
time, the holder of each valid Right would be entitled to purchase 14 shares of
Common Stock for $98.00.

                  In the event that, at any time following the Stock Acquisition
Date, (i) the Company engages in a merger or other business combination
transaction in which the Company is not the surviving corporation (other than
with an entity which acquired the shares pursuant to a Qualified Offer), (ii)
the Company engages in a merger or other business combination transaction in
which the Company is the surviving corporation and the Common Stock of the
Company is changed or exchanged, or (iii) 50% or more of the Company's assets or
cash flow is sold or transferred, each holder of a Right (except Rights which
have previously been voided as set forth above) shall thereafter have the right
to receive, upon exercise, common stock of the acquiring company (or in certain
circumstances, its parent) having a value equal to two times the exercise price
of the Right. The events set forth in this paragraph and in the second preceding
paragraph are referred to as the "Triggering Events."

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

                  At any time until ten business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in part,
at a price of $0.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by

                                      C-2
<PAGE>

the Board of Directors). Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the $0.01 redemption price.

                  Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company or in the event of the
redemption of the Rights as set forth above.

                  Any of the provisions of the Rights Agreement may be amended
by the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be amended by
the Board in order to cure any ambiguity, to make changes which do not adversely
affect the interests of holders of Rights, or to shorten or lengthen any time
period under the Rights Agreement. The foregoing notwithstanding, no amendment
may be made at such time as the Rights are not redeemable.

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





                                      C-3