<PAGE>

                                                                   EXHIBIT 10.19







                                RIGHTS AGREEMENT


                                   dated as of

                               ____________, 2001


                                     between


                        PITNEY BOWES OFFICE SYSTEMS, INC.


                                       and


                                    [AGENT],

                                 as Rights Agent
<PAGE>

<TABLE>
<CAPTION>

                                        TABLE OF CONTENTS
                                        _________________

                                                                                             PAGE
                                                                                             ----
<S>     <C>                                                                                    <C>
SECTION 1.  Definitions.........................................................................1
SECTION 2.  Appointment of Rights Agent.........................................................4
SECTION 3.  Issue of Right Certificates.........................................................4
SECTION 4.  Form of Right Certificates..........................................................6
SECTION 5.  Countersignature and Registration...................................................6
SECTION 6.  Transfer and Exchange of Right Certificates; Mutilated,
                  Destroyed, Lost or Stolen Right Certificates..................................7
SECTION 7.  Exercise of Rights; Purchase Price; Expiration Date of Rights.......................8
SECTION 8.  Cancellation and Destruction of Right Certificates..................................9
SECTION 9.  Reservation and Availability of Capital Stock......................................10
SECTION 10.  Preferred Stock Record Date.......................................................11
SECTION 11.  Adjustment of Purchase Price, Number and Kind of Shares
                  or Number of Rights..........................................................11
SECTION 12.  Certificate of Adjusted Purchase Price or Number of Shares........................20
SECTION 13.  Consolidation, Merger or Sale or Transfer of Assets or
                  Earning Power................................................................21
SECTION 14.  Fractional Rights and Fractional Shares...........................................23
SECTION 15.  Rights of Action..................................................................25
SECTION 16.  Agreement of Right Holders........................................................25
SECTION 17.  Right Certificate Holder Not Deemed a Stockholder.................................26
SECTION 18.  Concerning the Rights Agent.......................................................26
SECTION 19.  Merger or Consolidation or Change of Name of Rights
                  Agents.......................................................................27
SECTION 20.  Duties of Rights Agent............................................................28
SECTION 21.  Change of Rights Agent............................................................30
SECTION 22.  Issuance of New Right Certificates................................................31
SECTION 23.  Redemption........................................................................31
SECTION 24.  Exchange..........................................................................32
SECTION 25.  Notice of Proposed Actions........................................................33
SECTION 26.  Notices...........................................................................34
SECTION 27.  Supplements and Amendments........................................................34
SECTION 28.  Successors........................................................................35
SECTION 29.  Determinations and Actions by the Board of Directors, etc.........................35
SECTION 30.  Benefits of this Agreement........................................................35
SECTION 31.  Severability......................................................................35
SECTION 32.  Governing Law.....................................................................36
SECTION 33.  Counterparts......................................................................36
SECTION 34.  Descriptive Headings..............................................................36

Exhibit A   -   Form of Certificate of Designation of Preferred Stock
Exhibit B   -   Form of Right Certificate
</TABLE>
<PAGE>

<TABLE>
<S>              <C>
Exhibit C     -   Summary Description of the Stockholder Rights Plan
</TABLE>
























                                      ii
<PAGE>

                                RIGHTS AGREEMENT

         AGREEMENT dated as of _____________, 2001, between PITNEY BOWES OFFICE
SYSTEMS, INC., a Delaware corporation (the "Company), and
_______________________________________, as Rights Agent (the "Rights Agent"),



                               W I T N E S S E T H

         WHEREAS, on ____________, 2001 the Board of Directors of the Company
authorized and declared a dividend of one preferred stock purchase right (a
"Right") for each share of Common Stock (as hereinafter defined) outstanding at
the close of business on ___________, 2001 (the "Record Date") and has
authorized the issuance, upon the terms and subject to the conditions
hereinafter set forth, of one Right in respect of each share of Common Stock
issued after the Record Date, each Right representing the right to purchase,
upon the terms and subject to the conditions hereinafter set forth, one
one-hundredth of a share of Preferred Stock (as hereinafter defined);

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1.  Definitions.  The following terms, as used herein, have the
following meanings:

         "Acquiring Person" means any Person who, together with all Affiliates
and Associates of such Person, shall be the Beneficial Owner of ____% or more of
the shares of Common Stock then outstanding, but shall not include the Company,
any of its Subsidiaries, any employee benefit plan of the Company or any of its
Subsidiaries or any Person organized, appointed or established by the Company or
any of its Subsidiaries for or pursuant to the terms of any such plan.

         "Affiliate" and "Associate" have the respective meanings ascribed to
such terms in Rule 12b-2 under the Exchange Act as in effect on the date hereof.

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

          (a) which such Person or any of its Affiliates or Associates, directly
         or indirectly, beneficially owns (as determined pursuant to Rule 13d-3
         under the Exchange Act as in effect on the date hereof);

          (b)   which such Person or any of its Affiliates or Associates,
         directly or indirectly, has
<PAGE>

                       (i) the right to acquire (whether such right is
                  exercisable immediately or only upon the occurrence of certain
                  events or the passage of time or both) pursuant to any
                  agreement, arrangement or understanding (whether or not in
                  writing) or otherwise (other than pursuant to the Rights);
                  provided that a Person shall not be deemed the "Beneficial
                  Owner" of or to "beneficially own" securities tendered
                  pursuant to a tender or exchange offer made by or on behalf of
                  such Person or any of its Affiliates or Associates until such
                  tendered securities are accepted for payment or exchange; or

                      (ii) the right to vote (whether such right is exercisable
                  immediately or only upon the occurrence of certain events or
                  the passage of time or both) pursuant to any agreement,
                  arrangement or understanding (whether or not in writing) or
                  otherwise; provided that a Person shall not be deemed the
                  "Beneficial Owner" of or to "beneficially own" any security
                  under this clause (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 or consent given in response to a public
                  proxy or consent solicitation made pursuant to, and in
                  accordance with, the applicable rules and regulations under
                  the Exchange Act and (B) is not also then reportable by such
                  Person on Schedule 13D under the Exchange Act (or any
                  comparable or successor report); o

          (c) which are beneficially owned, directly or indirectly, by any other
         Person (or any Affiliate or Associate thereof) with which such Person
         or any of its 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 subparagraph (b)(ii) immediately above) or disposing of
         any such securities.

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

         "Close of business" on any given date means 5:00 P.M., New York City
time, on such date; provided that if such date is not a Business Day "close of
business" means 5:00 P.M., New York City time, on the next succeeding Business
Day.

                                       2
<PAGE>

         "Common Stock" means the Common Stock, par value $.01 per share, of the
Company, except that, when used with reference to any Person other than the
Company, "Common Stock" means 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.

         "Distribution Date" means the earlier of (a) the close of business on
the tenth day after the Stock Acquisition Date and (b) the close of business on
the tenth Business Day (or such later day as may be designated by the Board of
Directors of the Company prior to any Person becoming an Acquiring Person) after
the date of the commencement of a tender or exchange offer by any Person if,
upon consummation thereof, such Person would be an Acquiring Person.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Expiration Date" means the earlier of (a) the Final Expiration Date
and (b) the time at which all Rights are redeemed as provided in Section 23 or
exchanged as provided in Section 24.

         "Final Expiration Date" means the close of business on
--------------, ----.

         "Person" means an individual, corporation, partnership, association,
trust or any other entity or organization.

         "Preferred Stock" means the Series A Junior Participating Preferred
Stock, par value $1.00 per share, of the Company, having the terms set forth in
the form of certificate of designation attached hereto as Exhibit A.

         "Purchase Price" means the price (subject to adjustment as provided
herein) at which a holder of a Right may purchase one one-hundredth of a share
of Preferred Stock (subject to adjustment as provided herein) upon exercise of a
Right, which price shall initially be $__________.

         "Section 11(a)(ii) Event" means any event described in the first clause
of Section 11(a)(ii).

         "Section 13 Event" means any event described in clauses (x), (y) or (z)
of Section 13(a).

         "Securities Act" means the Securities Act of 1933, as amended.

         "Stock Acquisition Date" means the date of the first public
announcement (including the filing of a report on Schedule 13D under the

                                       3
<PAGE>

Exchange Act (or any comparable or successor report)) by the Company or an
Acquiring Person indicating that an Acquiring Person has become such.

         "Subsidiary" of any Person means any other Person of which securities
or other ownership interests having ordinary voting power, in the absence of
contingencies, to elect a majority of the board of directors or other Persons
performing similar functions are at the time directly or indirectly owned by
such first Person.

         "Trading Day" means 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.

         "Triggering Event" means 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 and the holders of the Rights in
accordance with the terms and conditions hereof, and the Rights Agent hereby
accepts such appointment. The Company may from time to time appoint such
Co-Rights Agents as it may deem necessary or desirable. If the Company appoints
one or more Co-Rights Agents, the respective duties of the Rights Agent and any
Co-Rights Agents shall be as the Company shall determine.

         SECTION 3. Issue of Right Certificates. (a) Prior to the Distribution
Date, (i) the Rights will be evidenced by the certificates for the Common Stock
and not by separate Right Certificates (as hereinafter defined) and the
registered holders of the Common Stock shall be deemed to be the registered
holders of the associated Rights, and (ii) the Rights will be transferable only
in connection with the transfer of the underlying shares of Common Stock. As
soon as practicable after the Record Date, the Company will send a summary of
the Rights substantially in the form of Exhibit C hereto, by first-class,
postage prepaid mail, to each record holder of the Common Stock as of the close
of business on the Record Date at the address of such holder shown on the
records of the Company.

         (b) As soon as practicable after the Company has notified the Rights
Agent of the occurrence of the Distribution Date, 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
evidencing one Right (subject to adjustment as provided herein) for each share
of Common Stock so held. If an adjustment in the number of Rights per share of
Common Stock has been made pursuant to Section 11(p), the Company shall, at the
time of distribution of the Right Certificates, make the necessary and

                                       4
<PAGE>

appropriate rounding adjustments (in accordance with Section 14(a)) so that
Right Certificates representing only whole numbers of Rights are distributed and
cash is paid in lieu of any fractional Rights. From and after the Distribution
Date, the Rights will be evidenced solely by such Right Certificates.

         (c) Rights shall be issued in respect of all shares of Common Stock
outstanding as of the Record Date or issued (on original issuance or out of
treasury) after the Record Date but prior to the earlier of the Distribution
Date and the Expiration Date. In addition, in connection with the issuance or
sale of shares of Common Stock following the Distribution Date and prior to the
Expiration Date, the Company (i) shall, with respect to shares of Common Stock
so issued or sold (x) pursuant to the exercise of stock options or under any
employee plan or arrangement or (y) upon the exercise, conversion or exchange of
other securities issued by the Company prior to the Distribution Date and (ii)
may, in any other case, if deemed necessary or appropriate by the Board of
Directors of the Company, issue Right Certificates representing the appropriate
number of Rights in connection with such issuance or sale; provided that no such
Right Certificate shall be issued if, and to the extent that, (i) the Company
shall be advised by counsel that such issuance would create a significant risk
of material adverse tax consequences to the Company or the Person to whom such
Right Certificate would be issued or (ii) appropriate adjustment shall otherwise
have been made in lieu of the issuance thereof.

         (d) Certificates for the Common Stock issued after the Record Date but
prior to the earlier of the Distribution Date and the Expiration Date shall have
impressed on, printed on, written on or otherwise affixed to them the following
legend:

         This certificate also evidences certain Rights as set forth in a Rights
         Agreement between PITNEY BOWES OFFICE SYSTEMS, INC. (the "Company") and
         ____________ dated as of ________ __, 2001 (the "Rights Agreement"),
         the terms of which are hereby incorporated herein by reference and a
         copy of which is on file at the principal executive offices of the
         Company. The Company will mail to the holder of this certificate a copy
         of the Rights Agreement without charge promptly after receipt of a
         written request therefor. Under certain circumstances, as set forth in
         the Rights Agreement, such Rights may be evidenced by separate
         certificates and no longer be evidenced by this certificate, may be
         redeemed or exchanged or may expire. As set forth in the Rights
         Agreement, Rights issued to, or held by, any Person who is, was or
         becomes an Acquiring Person or an 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 be null
         and void.

                                       5
<PAGE>

         SECTION 4. Form of Right Certificates. (a) The certificates evidencing
the Rights (and the forms of assignment, election to purchase and certificates
to be printed on the reverse thereof) (the "Right Certificates") shall be
substantially in the form of Exhibit B hereto and may have such marks of
identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any
applicable law, rule or regulation or with any rule or regulation of any stock
exchange on which the Rights may from time to time be listed, or to conform to
usage. The Right Certificates, whenever distributed, shall be dated as of the
Record Date.

         (b) Any Right Certificate representing Rights beneficially owned by
any Person referred to in clauses 7(d)(i), 7(d)(ii) or 7(d)(iii) shall (to the
extent feasible) contain the following legend:

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

         SECTION 5. Countersignature and Registration. (a) The Right
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 Right Certificates
shall be manually countersigned by the Rights Agent and shall not be valid for
any purpose unless so countersigned. In case any officer of the Company whose
manual or facsimile signature is affixed to the Right Certificates shall cease
to be such officer of the Company before countersignature by the Rights Agent
and issuance and delivery by the Company, such Right Certificates may,
nevertheless, be countersigned by the Rights Agent and issued and delivered with
the same force and effect as though the Person who signed such Right
Certificates had not ceased to be such officer of the Company. Any Right
Certificate may be signed on behalf of the Company by any Person who, at the
actual date of the execution of such Right Certificate, shall be a proper
officer of the Company to sign such Right Certificate, although at the date of
the execution of this Rights Agreement any such Person was not such an officer.

         (b) Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at its principal office or offices designated as the place for
surrender of Right Certificates upon exercise, transfer or exchange, books for
registration and transfer of the Right Certificates. Such books shall show with
respect to each

                                       6
<PAGE>

Right Certificate the name and address of the registered holder thereof, the
number of Rights indicated on the certificate and the certificate number.

         SECTION 6. Transfer and Exchange of Right Certificates; Mutilated,
Destroyed, Lost or Stolen Right Certificates. (a) At any time after the
Distribution Date and prior to the Expiration Date, any Right Certificate or
Certificates may, upon the terms and subject to the conditions set forth below
in this Section 6(a), be transferred or exchanged for another Right Certificate
or Certificates evidencing a like number of Rights as the Right Certificate or
Certificates surrendered. Any registered holder desiring to transfer or exchange
any Right Certificate or Certificates shall surrender such Right Certificate or
Certificates (with, in the case of a transfer, the form of assignment and
certificate on the reverse side thereof duly executed) to the Rights Agent at
the principal office or offices of the Rights Agent designated for such purpose.
Neither the Rights Agent nor the Company shall be obligated to take any action
whatsoever with respect to the transfer of any such surrendered Right
Certificate or Certificates until the registered holder of the Rights has
complied with the requirements of Section 7(e). Upon satisfaction of the
foregoing requirements, the Rights Agent shall, subject to Sections 4(b), 7(d),
14 and 24, countersign and deliver to the Person entitled thereto a Right
Certificate or Certificates as so requested. The Company may require payment of
a sum sufficient to cover any transfer tax or other governmental charge that may
be imposed in connection with any transfer or exchange of any Right Certificate
or Certificates.

         (b) Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, and, at the Company's request,
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 Right Certificate if mutilated, the Company will issue and deliver a new
Right Certificate of like tenor to the Rights Agent for countersignature and
delivery to the registered owner in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated.

         SECTION 7. Exercise of Rights; Purchase Price; Expiration Date of
Rights. (a) The registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein, including
Sections 7(d) and 7(e), 9(c), 11(a) and 24) in whole or in part at any time
after the Distribution Date and prior to the Expiration Date upon surrender of
the Right Certificate, with the form of election to purchase and the certificate
on the reverse side thereof duly executed, to the Rights Agent at the principal
office or offices of the Rights Agent designated for such purpose, together with
payment (in lawful money of the United States of America by certified check or
bank draft payable to the order of the Company) of the aggregate Purchase Price
with respect to the Rights then to

                                       7
<PAGE>

be exercised and an amount equal to any applicable transfer tax or other
governmental charge.

         (b) Upon satisfaction of the requirements of Section 7(a) and subject
to Section 20(k), the Rights Agent shall thereupon promptly (i) (A) requisition
from any transfer agent of the Preferred Stock (or make available, if the Rights
Agent is the transfer agent therefor) 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 shares of
Preferred Stock issuable upon exercise of the Rights 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 issuance of fractional shares in accordance with Section
14 and (iii) after receipt of such certificates or depositary receipts and cash,
if any, cause the same to be delivered to or upon the order of the registered
holder of such Right Certificate (with such certificates or receipts registered
in such name or names as may be designated by such holder). If the Company is
obligated to deliver Common Stock, other securities or assets pursuant to this
Agreement, the Company will make all arrangements necessary so that such other
securities and assets are available for delivery by the Rights Agent, if and
when appropriate.

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

         (d) Notwithstanding anything in this Agreement to the contrary, from
and after the first occurrence of a Section 11(a)(ii) Event, any Rights
beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an
Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
becomes such or (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person (or
any such Associate or Affiliate) to holders of equity interests in such
Acquiring Person (or in any such Associate or Affiliate) or to any Person with
whom the Acquiring Person (or any such Associate or Affiliate) has any
continuing agreement, arrangement or

                                       8
<PAGE>

understanding regarding the transferred Rights or (B) a transfer which is part
of a plan, arrangement or understanding which has as a primary purpose or effect
the avoidance of this Section 7(d) shall become null and void without any
further action, and no holder of such Rights shall have any rights whatsoever
with respect to such Rights, whether under any provision of this Agreement or
otherwise. The Company shall use all reasonable efforts to insure that the
provisions of this Section 7(d) and Section 4(b) are complied with, but shall
have no liability to any holder of Right Certificates or other Person as a
result of its failure to make any determinations with respect to an Acquiring
Person or its Affiliates and Associates or any transferee of any of them
hereunder.

         (e) 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 of Rights upon the occurrence of any
purported transfer pursuant to Section 6 or exercise pursuant to this Section 7
unless such registered holder (i) shall have completed and signed the
certificate contained in the form of assignment or election to purchase, as the
case may be, set forth on the reverse side of the Right Certificate surrendered
for such transfer or exercise, as the case may be, (ii) shall not have indicated
an affirmative response to clause 1 or 2 thereof and (iii) 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 shall
reasonably request.

         SECTION 8. Cancellation and Destruction of Right Certificates. All
Right Certificates surrendered for exercise, transfer or exchange shall, if
surrendered to the Company or to any of its agents, be delivered to the Rights
Agent for cancellation or in canceled form, or, if surrendered to the Rights
Agent, shall be cancelled by it, and no Right Certificates shall be issued in
lieu thereof except as expressly permitted by this Agreement. The Company shall
deliver to the Rights Agent for cancellation, and the Rights Agent shall cancel,
any other Right Certificate purchased or acquired by the Company otherwise than
upon the exercise thereof. The Rights Agent shall deliver all cancelled Right
Certificates to the Company, or shall, at the written request of the Company,
destroy such cancelled Right 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 a number of shares of Preferred Stock which are authorized but not
outstanding or otherwise reserved for issuance sufficient to permit the exercise
in full of all outstanding Rights as provided in this Agreement.

         (b) So long as the Preferred Stock issuable upon the exercise of
Rights may be listed on any national securities exchange, the Company shall use
its best efforts to cause, from and after such time as the Rights become
exercisable, all

                                       9
<PAGE>

securities reserved for such issuance to be listed on any such exchange upon
official notice of issuance upon such exercise.

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

          (d) The Company covenants and agrees that it will take all such action
as may be necessary to insure that all one one-hundredths of a share of
Preferred Stock issuable upon exercise of Rights shall, at the time of delivery
of the certificates for such securities (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 federal and state transfer taxes and other governmental
charges which may be payable in respect of the issuance or delivery of the Right
Certificates and of any certificates for Preferred Stock upon the exercise of
Rights. The Company shall not, however, be required to pay any transfer tax or
other governmental charge which may be payable in respect of any transfer
involved in the issuance or delivery of any Right Certificates or of any
certificates for Preferred Stock to a Person other than the registered holder of
the applicable Right Certificate, and prior to any such transfer, issuance or
delivery any such tax or other governmental charge shall have been paid by the
holder of such Right

                                       10
<PAGE>

Certificate or it shall have been established to the Company's satisfaction that
no such tax or other governmental charge is due.

         SECTION 10. Preferred Stock Record Date. Each Person (other than the
Company) in whose name any certificate for Preferred Stock is issued upon the
exercise of Rights shall for all purposes be deemed to have become the holder of
record of such Preferred Stock represented thereby on, and such certificate
shall be dated, the date upon which the Right Certificate evidencing such Rights
was duly surrendered and payment of the Purchase Price (and any transfer taxes
or other governmental charges) was made; provided that if the date of such
surrender and payment is a date upon which the transfer books of the Company
relating to the Preferred Stock are closed, such Person shall be deemed to have
become the record holder of such shares on, and such certificate shall be dated,
the next succeeding Business Day on which the applicable transfer books of the
Company are open. Prior to the exercise of the Rights evidenced thereby, the
holder of a Right 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 the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company except as provided herein.

         SECTION 11. Adjustment of Purchase Price, Number and Kind of Shares or
Number of Rights. (a) (i) If the Company shall at any time after the date of
this Agreement (A) pay a dividend on the Preferred Stock payable in shares of
Preferred Stock, (B) subdivide the outstanding Preferred Stock into a greater
number of shares, (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 involving the Company), the Purchase
Price in effect immediately prior to 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 other capital stock issuable on
such date shall be proportionately adjusted so that each holder of a Right shall
(except as otherwise provided herein, including Section 7(d)) thereafter be
entitled to receive, upon exercise thereof at the Purchase Price in effect
immediately prior to such date, the aggregate number and kind of shares of
Preferred Stock or other 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
applicable transfer books of the Company were open, such holder would have been
entitled to receive upon such exercise and by virtue of such dividend,
subdivision, combination or reclassification. If an event occurs which requires
an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), 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).

                                       11
<PAGE>

               (ii) If any Person, alone or together with its Affiliates and
          Associates, shall, at any time after the date of this Agreement,
          become an Acquiring Person, then proper provision shall promptly be
          made so that each holder of a Right shall (except as otherwise
          provided herein, including Section 7(d)) thereafter be entitled to
          receive, upon exercise thereof at the Purchase Price in effect
          immediately prior to the first occurrence of a Section 11(a)(ii)
          Event, in lieu of Preferred Stock, such number of duly authorized,
          validly issued, fully paid and nonassessable shares of Common Stock of
          the Company (such shares being referred to herein as the "Adjustment
          Shares") as shall be equal to the result obtained by dividing

                        (x) the product obtained by multiplying the Purchase
                  Price in effect immediately prior to the first occurrence of a
                  Section 11(a)(ii) Event by the number of one one-hundredths of
                  a share of Preferred Stock for which a Right was exercisable
                  immediately prior to such first occurrence (such product being
                  thereafter referred to as the "Purchase Price" for each Right
                  and for all purposes of this Agreement) by

                        (y) 50% of the current market price (determined pursuant
                  to Section 11(d)(i)) per share of Common Stock on the date of
                  such first occurrence;

provided that if the transaction that would otherwise give rise to the foregoing
adjustment is also subject to the provisions of Section 13, then only the
provisions of Section 13 shall apply and no adjustment shall be made pursuant to
this Section 11(a)(ii).

               (iii) If the number of shares of Common Stock which are
          authorized by the Company's certificate of incorporation but not
          outstanding or reserved for issuance other than upon exercise of the
          Rights is not sufficient to permit the exercise in full of the Rights
          in accordance with Section 11(a)(ii), the Company shall, with respect
          to each Right, make adequate provision to substitute for the
          Adjustment Shares, upon payment of the Purchase Price then in effect,
          (A) (to the extent available) Common Stock and then, (B) (to the
          extent available) other equity securities of the Company which the
          Board of Directors of the Company has determined to be essentially
          equivalent to shares of Common Stock in respect to dividend,
          liquidation and voting rights (such securities being referred to
          herein as "common stock equivalents") and then, if necessary, (C)
          other equity or debt securities of the Company, cash or other assets,
          a reduction in the Purchase Price or any combination of the foregoing,
          having an aggregate value (as determined by the Board of Directors of
          the Company based upon the advice of a nationally recognized
          investment

                                       12
<PAGE>

          banking firm selected by the Board of Directors of the Company) equal
          to the value of the Adjustment Shares; provided that (x) the Company
          may, and (y) if the Company shall not have made adequate provision as
          required above to deliver value within 30 days following the later of
          the first occurrence of a Section 11(a)(ii) Event and the first date
          that the right to redeem the Rights pursuant to Section 23 shall
          expire, then the Company shall be obligated to, deliver, upon the
          surrender for exercise of a Right and without requiring payment of the
          Purchase Price, (1) (to the extent available) Common Stock and then
          (2) (to the extent available) common stock equivalents and then, if
          necessary, (3) other equity or debt securities of the Company, cash or
          other assets or any combination of the foregoing, having an aggregate
          value (as determined by the Board of Directors of the Company based
          upon the advice of a nationally recognized investment banking firm
          selected by the Board of Directors of the Company) equal to the excess
          of the value of the Adjustment Shares over the Purchase Price. If the
          Board of Directors of the Company shall determine in good faith that
          it is likely that sufficient additional shares of Common Stock could
          be authorized for issuance upon exercise in full of the Rights, the 30
          day period set forth above (such period, as it may be extended, being
          referred to herein as the "Substitution Period") may be extended to
          the extent necessary, but not more than 90 days following the first
          occurrence of a Section 11(a)(ii) Event, in order that the Company may
          seek stockholder approval for the authorization of such additional
          shares. To the extent that the Company determines that some action is
          to be taken pursuant to the first and/or second sentence of this
          Section 11(a)(iii), the Company (X) shall provide, subject to Section
          7(d), that such action shall apply uniformly to all outstanding Rights
          and (Y) may suspend the exercisability of the Rights until the
          expiration of the Substitution Period in order to seek any
          authorization of additional shares and/or to decide the appropriate
          form and value of any consideration to be delivered as referred to in
          such first and/or second sentence. If any such suspension occurs, the
          Company shall issue a public announcement stating that the
          exercisability of the Rights has been temporarily suspended, as well
          as a public announcement at such time as the suspension is no longer
          in effect. For purposes of this Section 11(a)(iii), the value of the
          Common Stock shall be the current market price per share of Common
          Stock (as determined pursuant to Section 11(d)) on the later of the
          date of the first occurrence of a Section 11(a)(ii) Event and the
          first date that the right to redeem the Rights pursuant to Section 23
          shall expire; any common stock equivalent shall be deemed to have the
          same value as the Common Stock on such date; and the value of other
          securities or assets shall be determined pursuant to Section
          11(d)(iii).

          (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

                                       13
<PAGE>

for or purchase (for a period expiring within 45 calendar days after such record
date) Preferred Stock (or securities having the same rights, privileges and
preferences as the shares of Preferred Stock ("equivalent preferred stock")) or
securities convertible into or exercisable for Preferred Stock (or equivalent
preferred stock) at a price per share of Preferred Stock (or equivalent
preferred stock) (in each case, taking account of any conversion or exercise
price) less than the current market price (as determined pursuant to Section
11(d)) 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 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 price (taking account of any conversion or exercise price) of the
total number of shares of Preferred Stock (and/or equivalent preferred stock) 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) so to be offered. In case such subscription price
may be paid by delivery of consideration part or all of which shall 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 conclusive for
all purposes. 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 if such rights, options or warrants are not so issued, the Purchase Price
shall be adjusted to be the Purchase Price which would then be in effect if such
record date had not been fixed.

          (c) In case the Company shall fix a record date for the making of a
distribution to all holders of Preferred Stock (including any such distribution
made in connection with a consolidation or merger involving the Company) of
evidences of indebtedness, equity securities other than Preferred Stock, assets
(other than a regular periodic cash dividend out of the earnings or retained
earnings of the Company) or rights, options or warrants (excluding those
referred to in Section 11(b)), the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the current market price (as determined pursuant to Section 11(d)) per
share of Preferred Stock on such record date, less the value (as determined
pursuant to Section 11(d)(iii)) of such evidences of indebtedness, equity
securities, assets, rights, options or warrants so to be distributed with
respect to one share of Preferred Stock and the denominator of which shall be
such current market price per share of Preferred Stock. Such adjustment shall be
made successively whenever such a record date is fixed, and if such distribution
is not so made, the Purchase Price shall be

                                       14
<PAGE>

adjusted to be the Purchase Price which would then be 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) or 14, 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 30
consecutive Trading Days immediately prior to such date; for purposes of
computations made pursuant to Section 11(a)(iii), 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 10 consecutive Trading
Days immediately following such date; and for purposes of computations made
pursuant to Section 14, the "current market price" per share of Common Stock for
any Trading Day shall be deemed to be the closing price per share of Common
Stock for such Trading Day; provided that if 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 exercisable for or
convertible into shares of such Common Stock (other than the Rights), or (B) any
subdivision, combination or reclassification of such Common Stock, and prior to
the expiration of the requisite 30 Trading Day or 10 Trading Day period, as set
forth above, after the ex-dividend date for such dividend or distribution, or
the record date for such subdivision, combination or reclassification, then, and
in each such case, the "current market price" shall be properly adjusted to take
into account ex-dividend trading. The closing price for each day shall be the
last sale price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if the shares of Common Stock are not listed or admitted to trading on the New
York Stock Exchange, on the principal national securities exchange on which the
shares of Common Stock are listed or admitted to trading or, if the shares of
Common Stock are not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc. Automated Quotation System
("NASDAQ") or such other system then in use or, if on any such date the shares
of Common Stock are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making
a market in the Common Stock selected by the Board of Directors of the Company.
If on any such date no market maker is making a market in the Common Stock, the
fair value of such shares on such date as determined in good faith by the Board
of Directors of the Company shall be used. If the Common Stock is not publicly
held or not so listed or traded, the "current market price" per share means the
fair value per share as determined in good faith by the Board of Directors of
the Company, or, if at the

                                       15
<PAGE>

time of such determination there is an Acquiring Person, by a nationally
recognized investment banking firm selected by the Board of Directors of the
Company, which 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 Section
          11(d)(i) (other than the last sentence thereof). If the current market
          price per share of Preferred Stock cannot be determined in such
          manner, 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 Common Stock (as determined pursuant to
          Section 11(d)(i) (other than the last sentence thereof)). If neither
          the Common Stock nor the Preferred Stock is publicly held or so listed
          or traded, the "current market price" per share of the Preferred Stock
          shall be determined in the same manner as set forth in the last
          sentence of Section 11(d)(i). 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.

               (iii) For the purpose of any computation hereunder, the value of
          any securities or assets other than Common Stock or Preferred Stock
          shall be the fair value as determined in good faith by the Board of
          Directors of the Company, or, if at the time of such determination
          there is an Acquiring Person, by a nationally recognized investment
          banking firm selected by the Board of Directors of the Company, which
          determination shall be described in a statement filed with the Rights
          Agent and shall be conclusive for all purposes.

          (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 1% in the Purchase Price; provided 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.

          (f) If at any time, as a result of an adjustment made pursuant to
Section 11(a)(ii) or Section 13(a), the holder of any Right shall be entitled to
receive upon exercise of such Right any shares of capital stock other than
Preferred Stock,

                                       16
<PAGE>

thereafter the number of such other shares so receivable upon exercise of any
Right and the Purchase Price thereof shall be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Preferred Stock contained in Section 11(a),
11(b), 11(c), 11(e), 11(g), 11(h), 11(i), 11(j), 11(k) and 11(m), and the
provisions of Sections 7, 9, 10, 13 and 14 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 hereunder shall evidence the right to purchase, at the Purchase
Price then in effect, the then applicable number of one one-hundredths of a
share of Preferred Stock and other capital stock of the Company issuable 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 Section 11(b) and 11(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 for which a
Right was exercisable 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 issuable upon the
exercise of a Right. Each of the Rights outstanding after such adjustment of the
number of Rights shall be exercisable for the number of one one-hundredths of a
share of Preferred Stock for which such 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
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 Right Certificates have
been issued, shall be at least 10 days later than the date of the public
announcement. If Right Certificates have been issued, upon each adjustment of
the number of Rights pursuant to this Section 11(i), the Company shall, as
promptly as

                                       17
<PAGE>

practicable, cause to be distributed to holders of record of Right Certificates
on such record date Right Certificates evidencing, subject to Section 14, 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 Right
Certificates held by such holders prior to the date of adjustment, and upon
surrender thereof, if required by the Company, new Right Certificates evidencing
all the Rights to which such holders shall be entitled after such adjustment.
Right 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 Right 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 Right Certificates theretofore and thereafter issued
may continue to express the Purchase Price per one one-hundredth of a share and
the number of shares which were expressed in the initial Right Certificates
issued hereunder.

          (k) Before taking any action that would cause an adjustment reducing
the Purchase Price below the par 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 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 or other capital
stock of the Company, if any, issuable upon such exercise over and above the
number of one one-hundredths of a share of Preferred Stock or other capital
stock of the Company, if any, issuable upon such exercise on the basis of the
Purchase Price in effect prior to such adjustment; provided 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 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 it, in its sole discretion, shall determine to be advisable in
order that

                                       18
<PAGE>

any consolidation or subdivision of the Preferred Stock, issuance wholly for
cash of any Preferred Stock at less than the current market price, issuance
wholly for cash of Preferred Stock or securities which by their terms are
convertible into or exercisable for Preferred Stock, stock dividends or issuance
of rights, options or warrants referred to in this Section 11, hereafter made by
the Company to the holders of its Preferred Stock, shall not be taxable to such
stockholders.

          (n) The Company covenants and agrees that it will not at any time
after the Distribution Date (i) consolidate, merge or otherwise combine with or
(ii) sell or otherwise transfer (and/or permit any of its Subsidiaries to sell
or otherwise transfer), in one transaction or a series of related transactions,
assets or earning power aggregating more than 50% of the assets or earning power
of the Company and its Subsidiaries, taken as a whole, to any other Person or
Persons if (x) at the time of or immediately after such consolidation, merger,
combination or sale there are any rights, warrants or other instruments or
securities outstanding or any agreements or arrangements 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, combination or sale, the stockholders of a Person
who constitutes, or would constitute, the "Principal Party" for the purposes of
Section 13 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 Sections 23, 24 and 27, 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 substantially diminish or otherwise
eliminate the benefits intended to be afforded by the Rights.

          (p) Notwithstanding anything in this Agreement to the contrary, if at
any time after the date hereof and prior to the Distribution Date the Company
shall (i) pay a dividend on the outstanding shares of Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock into a
larger number of shares or (iii) combine the outstanding Common Stock into a
smaller number of shares, the number of Rights associated with each share of
Common Stock then outstanding, or issued or delivered thereafter as contemplated
by Section 3(c), shall be proportionately adjusted so that the number of Rights
thereafter associated with each share of Common Stock following any such event
shall equal the result obtained by multiplying the number of Rights associated
with each share of Common Stock immediately prior to such event by a fraction
the numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to the occurrence of the event and the denominator
of which shall be the total number of shares of Common Stock outstanding
immediately following the occurrence of such event.

                                       19
<PAGE>

         SECTION 12. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an adjustment is made as provided in Sections 11 and 13, the Company
shall (a) promptly prepare a certificate setting forth such adjustment and a
brief statement of the facts accounting for such adjustment, (b) promptly file
with the Rights Agent and with each transfer agent for the Preferred Stock and
the Common Stock a copy of such certificate and (c) mail a brief summary thereof
to each holder of a Right Certificate (or, if prior to the Distribution Date, to
each holder of a certificate representing shares of Common Stock) in the manner
set forth in Section 26. 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 or
Earning Power.  (a)  If, following the Stock Acquisition Date, directly or
indirectly,

               (x) the Company shall consolidate with, merge into, or otherwise
          combine with, any other Person, and the Company shall not be the
          continuing or surviving corporation of such consolidation, merger or
          combination,

               (y) any Person shall merge into, or otherwise combine with, the
          Company, and the Company shall be the continuing or surviving
          corporation of such merger or combination and, in connection with such
          merger or combination, all or part of the outstanding shares of Common
          Stock shall be changed into or exchanged for other stock or securities
          of the Company or any other Person, cash or any other property, or

               (z) the Company and/or one or more of its Subsidiaries shall sell
          or otherwise transfer, in one transaction or a series of related
          transactions, assets or earning power aggregating more than 50% of the
          assets or earning power of the Company and its Subsidiaries, taken as
          a whole, to any other Person or Persons,

then, and in each such case, proper provision shall promptly be made so that

               (i) each holder of a Right shall thereafter be entitled to
          receive, upon exercise thereof at the Purchase Price in effect
          immediately prior to the first occurrence of any Triggering Event,
          such number of duly authorized, validly issued, fully paid and
          nonassessable shares of freely tradeable Common Stock of the Principal
          Party (as hereinafter defined), not subject to any rights of call or
          first refusal, liens, encumbrances or other claims, as shall be equal
          to the result obtained by dividing

                    (A) the product obtained by multiplying the Purchase Price
               in effect immediately prior to the first occurrence of any

                                       20
<PAGE>

               Triggering Event by the number of one one-hundredths of a share
               of Preferred Stock for which a Right was exercisable immediately
               prior to such first occurrence (such product being thereafter
               referred to as the "Purchase Price" for each Right and for all
               purposes of this Agreement) by

                    (B) 50% of the current market price (determined pursuant to
               Section 11(d)(i)) per share of the Common Stock of such Principal
               Party on the date of consummation of such consolidation, merger,
               combination, sale or transfer;

               (ii) the Principal Party shall thereafter be liable for, and
          shall assume, by virtue of such consolidation, merger, combination,
          sale or transfer, all the obligations and duties of the Company
          pursuant to this Agreement;

               (iii) the term "Company" shall thereafter be deemed to refer to
          such Principal Party, it being specifically intended that the
          provisions of Section 11 shall apply only to such Principal Party
          following the first occurrence of a Section 13 Event; and

               (iv) such Principal Party shall take such steps (including the
          authorization and reservation of a sufficient number of shares of its
          Common Stock to permit exercise of all outstanding Rights in
          accordance with this Section 13(a)) 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 the shares of its Common Stock
          thereafter deliverable upon the exercise of the Rights.

          (b)   "Principal Party" means

               (i) in the case of any transaction described in Section 13(a)(x)
          or (y), the Person that is the issuer of any securities into which
          shares of Common Stock of the Company are converted in such merger,
          consolidation or combination, and if no securities are so issued, the
          Person that survives or results from such merger, consolidation or
          combination; and

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

provided that in any such case, (A) if the Common Stock of such Person is not at
such time and has not been continuously over the preceding 12-month period

                                       21
<PAGE>

registered under Section 12 of the Exchange Act, and such Person is a direct or
indirect Subsidiary of another Person the Common Stock of which is and has been
so registered, "Principal Party" shall refer to such other Person; and (B) in
case such Person is a Subsidiary, directly or indirectly, of more than one
Person, the Common Stocks of two or more of which are and have been so
registered, "Principal Party" shall refer to whichever of such Persons is the
issuer of the Common Stock having the greatest aggregate market value.

          (c) The Company shall not consummate any such consolidation, merger,
combination, sale or transfer unless the Principal Party shall have a sufficient
number of authorized shares of its Common Stock which are not outstanding or
otherwise 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 Section 13(a) and
13(b) and providing that, as soon as practicable after the date of any
consolidation, merger, combination, sale or transfer mentioned in Section 13(a),
the Principal Party will

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

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

The provisions of this Section 13 shall similarly apply to successive mergers,
consolidations, combinations, sales or other transfers. If any 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).

         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), or to distribute Right
Certificates which evidence fractional Rights. In lieu of any such fractional
Rights, the Company shall pay to the registered holders of the Right
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
price of a whole Right. For purposes of this Section 14(a), the current market
price of a whole Right shall be the closing price

                                       22
<PAGE>

of a Right for the Trading Day immediately prior to the date on which such
fractional Rights would otherwise have been issuable. The closing price of a
Right for any day shall be the last sale price, regular way, or, in case no such
sale takes place on such day, the average of the closing bid and asked prices,
regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Rights are not listed or
admitted to trading on the New York Stock Exchange, 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 market
maker is making a market in the Rights, the fair market value of such Rights on
such date as determined in good faith by the Board of Directors of the Company
shall be used. If the Rights are not publicly held or not so listed or traded,
the "current market price" per Right means the fair value per Right as
determined in good faith by the Board of Directors of the Company, or, if at the
time of such determination there is an Acquiring Person, by a nationally
recognized investment banking firm selected by the Board of Directors of the
Company, which determination shall be described in a statement filed with the
Rights Agent and shall be conclusive for all purposes.

          (b) The Company shall not be required to issue fractions of shares of
Preferred Stock (other than fractions which are 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 multiples of one one-hundredth of a share of Preferred
Stock). In lieu of any such fractional shares of Preferred Stock, the Company
shall pay to the registered holders of Right Certificates at the time such
Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market price of one one-hundredth of a share of
Preferred Stock. For purposes of this Section 14(b), the current market price 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)) for the Trading Day immediately prior to the date of such
exercise.

          (c) Following the occurrence of any Triggering Event or upon any
exchange pursuant to Section 24, the Company shall not be required to issue
fractions of shares of Common Stock upon exercise of the Rights or to distribute
certificates which evidence fractional shares of Common Stock. In lieu of
fractional shares of Common Stock, the Company shall pay to the registered
holders of Right Certificates at the time such Rights are exercised or exchanged
as

                                       23
<PAGE>

herein provided an amount in cash equal to the same fraction of the current
market price of a share of Common Stock. For purposes of this Section 14(c), the
current market price of a share of Common Stock shall be the closing price of a
share of Common Stock (as determined pursuant to Section 11(d)(i)) for the
Trading Day immediately prior to the date of such exercise or exchange.

         (d) The holder of a Right by the acceptance of the Right 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 Right
Certificates (and, prior to the Distribution Date, the registered holders of
certificates representing Common Stock); and any registered holder of any Right
Certificate (or, prior to the Distribution Date, of any certificate representing
Common Stock), without the consent of the Rights Agent or of the holder of any
other Right Certificate (or, prior to the Distribution Date, of any certificate
representing 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 Right Certificate in the manner provided in such
Right Certificate and in this Agreement. Without limiting the foregoing or any
remedies available to the holders of Rights, it is specifically acknowledged
that the holders of Rights would not have an adequate remedy at law for any
breach of this Agreement and will be entitled to specific performance of the
obligations under, and injunctive relief against actual or threatened violations
of the obligations of, any Person subject to this Agreement.

         SECTION 16. Agreement of Right 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 Right Certificates are
          transferable only on the registry books of the Rights Agent if
          surrendered at the principal office or offices of the Rights Agent
          designated for such purposes, duly endorsed or accompanied by a proper
          instrument of transfer and with the appropriate forms and certificates
          fully executed;

               (c) subject to Sections 6 and 7, the Company and the Rights Agent
          may deem and treat the Person in whose name a Right Certificate (or,
          prior to the Distribution Date, a certificate representing shares of
          Common Stock) is registered as the absolute owner thereof and of the

                                       24
<PAGE>

          Rights evidenced thereby (notwithstanding any notations of ownership
          or writing on the Right Certificate or the certificate representing
          shares of Common Stock 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(d), shall
          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 or ruling
          issued by a court of competent jurisdiction or by a governmental,
          regulatory or administrative agency or commission, or any statute,
          rule, regulation or executive order promulgated or enacted by any
          governmental authority prohibiting or otherwise restraining
          performance of such obligation; provided that the Company must use its
          best efforts to have any such order, decree or ruling lifted or
          otherwise overturned as soon as possible.

          SECTION 17. Right Certificate Holder Not Deemed a Stockholder. No
holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the shares of capital stock
which may at any time be issuable on the exercise of the Rights represented
thereby, nor shall anything contained herein or in any Right Certificate be
construed to confer upon the holder of any Right 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), or to receive dividends or subscription rights, or otherwise,
until the Right or Rights evidenced by such Right 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 execution or administration of this Agreement and the exercise and
performance of its duties hereunder. The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss, liability, or
expense, incurred without negligence, bad faith or willful misconduct on the
part of the Rights Agent, for anything done or omitted by the Rights Agent in
connection with the administration of this Agreement or the exercise or
performance of its duties hereunder, including the costs and expenses of
defending against any claim of liability.

                                       25
<PAGE>

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

         SECTION 19. Merger or Consolidation or Change of Name of Rights Agents.
(a) Any corporation into which the Rights Agent or any successor Rights Agent
may be merged or with which it may be consolidated, or any corporation resulting
from any merger or consolidation to which the Rights Agent or any successor
Rights Agent shall be a party, or any corporation succeeding to the corporate
trust or stock transfer business of the Rights Agent or any successor Rights
Agent, shall be the successor to the Rights Agent under this Agreement without
the execution or filing of any paper or any further act on the part of any of
the parties hereto; provided that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of Section 21. In
case at the time such successor Rights Agent shall succeed to the agency created
by this Agreement, any of the Right 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 Right
Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor Rights Agent; and in all such cases such
Right Certificates shall have the full force provided in the Right 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 Right Certificates shall have been countersigned but
not delivered, the Rights Agent may adopt the countersignature under its prior
name and deliver Right Certificates so countersigned; and in case at that time
any of the Right Certificates shall not have been countersigned, the Rights
Agent may countersign such Right Certificates either in its prior name or in its
changed name; and in all such cases such Right Certificates shall have the full
force provided in the Right Certificates and in this Agreement.

         SECTION 20. Duties of Rights Agent. The Rights Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Right Certificates,
by their acceptance thereof, shall be bound:

                                       26
<PAGE>

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

               (b) Whenever in the performance of its duties under this
          Agreement the Rights Agent shall deem it necessary or desirable that
          any fact or matter (including, without limitation, the identity of any
          "Acquiring Person" and the determination of "current market price") be
          proved or established by the Company prior to taking, suffering or
          omitting to take any action hereunder, such fact or matter (unless
          other evidence in respect thereof be herein specifically prescribed)
          may be deemed to be conclusively proved and established by a
          certificate signed by the Chairman of the Board, the President or any
          Vice President and by the Treasurer or any Assistant Treasurer or the
          Secretary or any Assistant Secretary of the Company and delivered to
          the Rights Agent; and such certificate shall be full authorization to
          the Rights Agent for 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 hereunder only for its own
          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 Right Certificates (except its countersignature thereof) or be
          required to verify the same, but all such statements and recitals are
          and shall be deemed to have been made by the Company only.

               (e) The Rights Agent shall not be under any responsibility in
          respect of the validity of this Agreement or the execution and
          delivery hereof (except the due execution hereof by the Rights Agent)
          or in respect of the validity or execution of any Right 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 Right Certificate; nor shall it be
          responsible for any change in the exercisability of the Rights
          (including the Rights becoming void pursuant to Section 7(d)) or any
          adjustment in the terms of the Rights (including the manner, method or
          amount thereof) provided for in Sections 3, 11, 13, 23 or 24, or the
          ascertaining of the existence of facts that would require any such
          adjustment (except with respect to the exercise of Rights evidenced by
          Right 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

                                       27
<PAGE>

          Preferred Stock to be issued pursuant to this Agreement or any Right
          Certificate or as to whether any shares of Common Stock or Preferred
          Stock will, when issued, be duly authorized, validly 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 or any Vice President or
          the Secretary or any Assistant Secretary or the Treasurer or any
          Assistant Treasurer of the Company, and to apply to such officers for
          advice or instructions in connection with its duties, and it shall not
          be liable for any action taken, suffered or omitted to be taken by it
          in good faith in accordance with instructions of any such officer.

               (h) The Rights Agent and any stockholder, 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 the Rights Agent under this
          Agreement. Nothing herein shall preclude the Rights Agent from acting
          in any other capacity for the Company or for any other Person.

               (i) The Rights Agent may execute and exercise any of the rights
          or powers hereby vested in it or perform any duty hereunder either
          itself or by or through its attorneys or agents, and the Rights Agent
          shall not be answerable or accountable for any act, default, neglect
          or misconduct of any such attorneys or agents or for any loss to the
          Company or to any holders of Rights resulting from any such act,
          default, neglect or misconduct, provided that reasonable care was
          exercised 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 there shall be reasonable grounds for
          believing that repayment of such funds or adequate indemnification
          against such risk or liability is not reasonably assured to it.

                                       28
<PAGE>

               (k) If, with respect to any Right Certificate surrendered to the
          Rights Agent for exercise or transfer, the certificate attached to the
          form of assignment or form of election to purchase, as the cases may
          be, has either not been completed or indicates an affirmative response
          to clause 1 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 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,
subsequent to the Distribution Date, to the holders of the Right Certificates by
first-class mail. The Company may remove the Rights Agent or any successor
Rights Agent upon 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,
subsequent to the Distribution Date, to the holders of the Right 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 30 days after giving notice of such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Right Certificate (who shall,
with such notice, submit his Right Certificate for inspection by the Company),
then the registered holder of any Right 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 corporation organized and doing business under the laws of the United States
or of any state of the United States, in good standing, having a principal
office in the State of New York, which is authorized under such laws to exercise
stock transfer or corporate trust powers and is subject to supervision or
examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least
$50,000,000 or (b) an Affiliate of a corporation described in clause 21(a).
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, subsequent to the Distribution Date, mail a notice
thereof in writing to the registered holders of the Right

                                       29
<PAGE>

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

         SECTION 22. Issuance of New Right Certificates. Notwithstanding any of
the provisions of this Agreement or of the Rights to the contrary, the Company
may, at its option, issue new Right Certificates evidencing Rights in such form
as may be approved by its Board of Directors to reflect any adjustment or change
in the Purchase Price and the number or kind or class of shares of stock
issuable upon exercise of the Rights made in accordance with the provisions of
this Agreement.

         SECTION 23. Redemption. (a) The Board of Directors of the Company may,
at its option, at any time prior to the earlier of (i) the close of business on
the [tenth day after the] Stock Acquisition Date and (ii) the Final Expiration
Date, redeem all but not less than all the then outstanding Rights at a
redemption price of $.01 per Right, as such amount may be appropriately adjusted
to reflect any stock split, stock dividend or similar transaction occurring
after the date hereof (such redemption price being hereinafter referred to as
the "Redemption Price"); Notwithstanding anything 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.

         (b) Immediately upon the action of the Board of Directors of the
Company electing to redeem the Rights and without any further action and without
any notice, the right to exercise the Rights will terminate and thereafter the
only right of the holders of Rights shall be to receive the Redemption Price for
each Right so held. The Company shall promptly thereafter give notice of such
redemption to the Rights Agent and the holders of the Rights in the manner set
forth in Section 26; provided that the failure to give, or any defect in, such
notice shall not affect the validity of such redemption. 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. Neither the Company
nor any of its Affiliates or Associates may redeem, acquire or purchase for
value any Rights at any time in any manner other than that specifically set
forth in Section 23 or 24, and other than in connection with the purchase,
acquisition or redemption of shares of Common Stock prior to the Distribution
Date.

         SECTION 24. Exchange. (a) At any time after any Person becomes an
Acquiring Person, the Board of Directors of the Company may, at its option,
exchange all or part of the then outstanding and exercisable Rights (which shall
not include Rights that have become void pursuant to Section 7(d)) for shares of
Common Stock at an exchange ratio of one share of Common Stock per Right,

                                       30
<PAGE>

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 of its
Subsidiaries, any employee benefit plan of the Company or any of its
Subsidiaries or any Person organized, appointed or established by the Company or
any of its Subsidiaries 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 shares of Common Stock then outstanding.

         (b) Immediately upon the action of the Board of Directors of the
Company electing to exchange any Rights pursuant to Section 24(a) and without
any further action and without any notice, the right to exercise such Rights
will terminate and thereafter the only right of a holder 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 thereafter give notice of such exchange to the Rights Agent and the
holders of the Rights to be exchanged in the manner set forth in Section 26;
provided that the failure to give, or any defect in, such notice shall not
affect the validity of such exchange. 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 shares of 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 Section 7(d)) held by each holder of
Rights.

         (c) In any exchange pursuant to this Section 24, the Company, at its
option, may substitute common stock equivalents (as defined in Section
11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial
rate of one common stock equivalent for each share of Common Stock, as
appropriately adjusted to reflect adjustments in dividend, liquidation and
voting rights of common stock equivalents pursuant to the terms thereof, so that
each common stock equivalent delivered in lieu of each share of Common Stock
shall have essentially the same dividend, liquidation and voting rights as one
share of Common Stock.

         SECTION 25. Notice of Proposed Actions. (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 its Preferred Stock rights or warrants to
subscribe for or to purchase

                                       31
<PAGE>

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 or combination of outstanding shares of Preferred Stock) or (iv) to
effect any consolidation or merger with any other Person, or to effect and/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 assets or earning power
aggregating more than 50% of the assets or earning power of the Company and its
Subsidiaries, taken as a whole, to any other Person or Persons, or (v) to effect
the liquidation, dissolution or winding up of the Company, then, in each such
case, the Company shall give to each holder of a Right, to the extent feasible
and in accordance with Section 26, a notice of such proposed action, which shall
specify the record date for the purposes of any such dividend, distribution or
offering of rights or warrants, or the date on which any 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 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 25(a)(i) or 25(a)(ii) above at least 20
days prior to the record date for determining holders of the Preferred Stock
entitled to participate in such dividend, distribution or offering, and in the
case of any such other action, at least 20 days prior to the date of the taking
of such proposed action or the date of participation therein by the holders of
Preferred Stock, whichever shall be the earlier. The failure to give notice
required by this section or any defect therein shall not affect the legality or
validity of the action taken by the Company or the vote upon any such action.

          (b) Notwithstanding anything in this Agreement to the contrary, prior
to the Distribution Date a public filing by the Company with the Securities and
Exchange Commission shall constitute sufficient notice to the holders of
securities of the Company, including the Rights, for purposes of this Agreement
and no other notice need be given to such holders.

          (c) If a Triggering Event shall occur, then, in any such case, (i) the
Company shall as soon as practicable thereafter give to each holder of a Right,
in accordance with Section 26, 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) or 13, as the case may be, and (ii) all references in
Section 25(a) to Preferred Stock shall be deemed thereafter to refer to Common
Stock or other capital stock, as the case may be.

         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 Right to or on the
Company shall be sufficiently given or made if sent by first-class mail (postage
prepaid) to the address of the Company indicated on the signature page hereof or
such other address as the Company shall specify in writing to the Rights Agent.

                                       32
<PAGE>

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 Right to or
on the Rights Agent shall be sufficiently given or made if sent by first-class
mail (postage prepaid) to the address of the Rights Agent indicated on the
signature page hereof or such other address as the Rights Agent shall specify in
writing to the Company. Notices or demands authorized by this Agreement to be
given or made by the Company or the Rights Agent to the holder of any Right
Certificate (or, prior to the Distribution Date, to the holder of any
certificate representing shares of Common Stock) shall be sufficiently given or
made if sent by first-class mail (postage prepaid) to the address of such holder
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 Right Certificates in order (a) to cure any ambiguity, (b) to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provisions herein or (c) to change or supplement the provisions
hereof in any manner which the Company may deem necessary or desirable and which
shall not adversely affect the interests of the holders of Rights (other than an
Acquiring Person or an Affiliate or Associate of an Acquiring Person). 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, the Rights Agent shall execute such supplement or amendment.
Prior to the Distribution Date, the interests of the holders of Rights shall be
deemed coincident with the interests of the holders of Common Stock.

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

         SECTION 29. 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) under the Exchange Act as in effect on
the date of this Agreement. 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 the

                                       33
<PAGE>

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 exchange or not to redeem or
exchange the Rights or to amend the Agreement). All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) which are done or made by the Board
in good faith shall (x) be final, conclusive and binding on the Company, the
Rights Agent, the holders of the Rights and all other parties, and (y) not
subject the Board of Directors of the Company to any liability to the holders of
the Rights.

         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 Right Certificates (and, prior to the Distribution
Date, the certificates representing the shares of 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 Right Certificates (and, prior to the Distribution
Date, the certificates representing the shares of 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 that, notwithstanding anything in this Agreement to the contrary, if
any such term, provision, covenant or restriction is held by such court or
authority to be invalid, void or unenforceable and the Board of Directors of the
Company determines in its good faith judgment that severing the invalid language
from this Agreement would adversely affect the purpose or effect of this
Agreement, the right of redemption set forth in Section 23 hereof shall be
reinstated and shall not expire until the close of business on the tenth day
following the date of such determination by the Board of Directors of the
Company.

         SECTION 32. Governing Law. This Agreement, each Right and each Right
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 to
be made and performed entirely within such State, except that the rights and
obligations of the Rights Agent shall be governed by the law of the State of New
York.

         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 one and
the same instrument.

                                       34
<PAGE>

         SECTION 34. Descriptive Headings. The captions herein are included for
convenience of reference only, do not constitute a part of this Agreement and
shall be ignored in the construction and interpretation hereof.

                                       35
<PAGE>

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

                                            PITNEY BOWES OFFICE
                                            SYSTEMS, INC.



                                            By: _____________________________
                                                Name:
                                                Title:

                                                100 Oakview Drive
                                                Trumbull, CT 06611
                                                Attention:

                                            [RIGHTS AGENT]



                                            By: _____________________________
                                                Name:
                                                Title:

                                                [Address]
                                                Attention:

                                       36
<PAGE>

                                                                       EXHIBIT A



                                     FORM OF
                           CERTIFICATE OF DESIGNATION
                                       OF
                          SERIES A JUNIOR PARTICIPATING
                                 PREFERRED STOCK

                                       OF

                        PITNEY BOWES OFFICE SYSTEMS, INC.

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


         We, _______________, [Title], and ____________, [Title], of PITNEY
BOWES OFFICE SYSTEMS, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware ("Delaware Law"), in accordance
with the provisions thereof, DO HEREBY CERTIFY:

         That pursuant to the authority conferred upon the Board of Directors by
the Certificate of Incorporation of the Corporation, the Board of Directors on
__________, 2001, adopted the following resolution creating a series of
Preferred Stock in the amount and having the designation, voting powers,
preferences and relative, participating, optional and other special rights and
qualifications, limitations and restrictions thereof as follows:

         SECTION 1. Designation and Number of Shares. The shares of such series
shall be designated as "Series A Junior Participating Preferred Stock" (the
"Series A Preferred Stock"), and the number of shares constituting such series
shall be ________. Such number of shares of the Series A Preferred Stock may be
increased or decreased by resolution of the Board of Directors; provided that no
decrease shall reduce the number of shares of Series A Preferred Stock to a
number less than the number of shares then outstanding plus the number of shares
issuable upon exercise or conversion of outstanding rights, options or other
securities issued by the Corporation.

        SECTION 2. Dividends and Distributions.

            (a) The holders of shares of Series A Preferred Stock shall be
        entitled to receive, when, as and if declared by the Board of Directors
        out of funds legally available for the purpose, quarterly dividends
        payable on
<PAGE>

        __________, __________, __________ and __________ of each year (each
        such date being referred to herein as a "Quarterly Dividend Payment
        Date"), commencing on the first Quarterly Dividend Payment Date after
        the first issuance of any share or fraction of a share of Series A
        Preferred Stock, in an amount per share (rounded to the nearest cent)
        equal to the greater of (i) $1.00 and (ii) subject to the provision for
        adjustment hereinafter set forth, 100 times the aggregate per share
        amount of all cash dividends or other distributions and 100 times the
        aggregate per share amount of all non-cash dividends or other
        distributions (other than (A) a dividend payable in shares of Common
        Stock, par value $.01 per share, of the Corporation (the "Common Stock")
        or (B) a subdivision of the outstanding shares of Common Stock (by
        reclassification or otherwise)), declared on the Common Stock since the
        immediately preceding Quarterly Dividend Payment Date, or, with respect
        to the first Quarterly Dividend Payment Date, since the first issuance
        of any share or fraction of a share of Series A Preferred Stock. If the
        Corporation shall at any time after ____________, 2001 (the "Rights
        Declaration Date") pay any dividend on Common Stock payable in shares of
        Common Stock or effect a subdivision or combination of the outstanding
        shares of Common Stock (by reclassification or otherwise) into a greater
        or lesser number of shares of Common Stock, then in each such case the
        amount to which holders of shares of Series A Preferred Stock were
        entitled immediately prior to such event under clause 2(a)(ii) of the
        preceding sentence shall be adjusted by multiplying such amount by a
        fraction the numerator of which is the number of shares of Common Stock
        outstanding immediately after such event and the denominator of which is
        the number of shares of Common Stock that were outstanding immediately
        prior to such event.

            (b) The Corporation shall declare a dividend or distribution on the
        Series A Preferred Stock as provided in paragraph 2(a) above immediately
        after it declares a dividend or distribution on the Common Stock (other
        than as described in clauses 2(a)(ii)(A) and 2(a)(ii)(B) above);
        provided that if no dividend or distribution shall have been declared on
        the Common Stock during the period between any Quarterly Dividend
        Payment Date and the next subsequent Quarterly Dividend Payment Date
        (or, with respect to the first Quarterly Dividend Payment Date, the
        period between the first issuance of any share or fraction of a share of
        Series A Preferred Stock and such first Quarterly Dividend Payment
        Date), a dividend of $1.00 per share on the Series A 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 Preferred Stock from the Quarterly Dividend Payment
        Date next preceding the date of issue of such shares of

                                      A-2
<PAGE>

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

        SECTION 3. Voting Rights. In addition to any other voting rights
required by law, the holders of shares of Series A Preferred Stock shall have
the following voting rights:

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

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

            (c) (i) If at any time dividends on any Series A Preferred Stock
        shall be in arrears in an amount equal to six quarterly dividends
        thereon, the occurrence of such contingency shall mark the beginning of
        a period

                                      A-3
<PAGE>

        (herein called a "default period") which shall extend until such time
        when all accrued and unpaid dividends for all previous quarterly
        dividend periods and for the current quarterly dividend period on all
        shares of Series A Preferred Stock then outstanding shall have been
        declared and paid or set apart for payment. During each default period,
        all holders of Series A Preferred Stock and any other series of
        Preferred Stock then entitled as a class to elect directors, voting
        together as a single class, irrespective of series, shall have the right
        to elect two Directors.

                      (ii) During any default period, such voting right of the
                  holders of Series A Preferred Stock may be exercised initially
                  at a special meeting called pursuant to subparagraph 3(c)(iii)
                  hereof 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 be
                  exercised unless the holders of 10% in number of shares of
                  Preferred Stock outstanding shall be present in person or by
                  proxy. The absence of a quorum of holders of Common Stock
                  shall not affect the exercise by holders of Preferred Stock of
                  such voting right. At any meeting at which holders of
                  Preferred Stock shall exercise such voting right initially
                  during an existing default period, they shall have the right,
                  voting as a class, to elect Directors to fill such vacancies,
                  if any, in the Board of Directors as may then exist up to two
                  Directors or, if such right is exercised at an annual meeting,
                  to elect two 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 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 10% of the total number of shares of Preferred Stock
                  outstanding, irrespective of series, may request, the calling
                  of a special meeting of holders of Preferred Stock, which
                  meeting shall thereupon be

                                      A-4
<PAGE>

                  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 3(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 20 days and not later than 60 days
                  after such order or request or in default of the calling of
                  such meeting within 60 days after such order or request, such
                  meeting may be called on similar notice by any stockholder or
                  stockholders owning in the aggregate not less than 10% of the
                  total number of shares of Preferred Stock outstanding,
                  irrespective of series. Notwithstanding the provisions of this
                  paragraph 3(c)(iii), no such special meeting shall be called
                  during the period within 60 days immediately preceding the
                  date fixed for the next annual meeting of 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 Directors voting as a
                  class, after the exercise of which right (x) the Directors so
                  elected by the holders of Preferred Stock shall continue in
                  office until their successors shall have been elected by such
                  holders or until the expiration of the default period, and (y)
                  any vacancy in the Board of Directors may (except as provided
                  in paragraph 3(c)(ii) hereof) 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 3(c) to
                  Directors elected by the holders of a particular class of
                  stock 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 of
                  incorporation or bylaws irrespective of any increase made
                  pursuant to the provisions of paragraph 3(c)(ii) hereof (such
                  number being subject, however, to change thereafter in any
                  manner provided by law or in the certificate of incorporation
                  or bylaws). Any vacancies in the Board of Directors effected
                  by

                                      A-5
<PAGE>

                  the provisions of clauses (y) and (z) in the preceding
                  sentence may be filled by a majority of the remaining
                  Directors.

          (d) The Certificate of Incorporation of the Corporation shall not be
         amended in any manner (whether by merger or otherwise) so as to
         adversely affect the powers, preferences or special rights of the
         Series A Preferred Stock without the affirmative vote of the holders of
         a majority of the outstanding shares of Series A Preferred Stock,
         voting separately as a class.

          (e) Except as otherwise provided herein, holders of Series A Preferred
         Stock shall have no special voting rights, and their consent shall not
         be required for taking any corporate action.

         SECTION 4.  Certain Restrictions.

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

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

                      (ii) declare or pay dividends on, or make any other
                  distributions on, any shares of stock ranking on a parity
                  (either as to dividends or upon liquidation, dissolution or
                  winding up) with the Series A Preferred Stock, except
                  dividends paid ratably on the Series A Preferred Stock and all
                  such other 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, purchase or otherwise acquire for value any
                  shares of stock ranking junior (either as to dividends or upon
                  liquidation, dissolution or winding up) to the Series A
                  Preferred Stock; provided that the Corporation may at any time
                  redeem, purchase or otherwise acquire shares of any such
                  junior stock in exchange for shares of stock of the
                  Corporation ranking junior (as to dividends and upon
                  dissolution, liquidation or winding up) to the Series A
                  Preferred Stock; or

                                      A-6
<PAGE>

                      (iv) redeem, purchase or otherwise acquire for value any
                  shares of Series A Preferred Stock, or any shares of stock
                  ranking on a parity (either as to dividends or upon
                  liquidation, dissolution or winding up) with the Series A
                  Preferred Stock, except in accordance with a purchase offer
                  made in writing or by publication (as determined by the Board
                  of Directors) to all holders of Series A Preferred Stock and
                  all such other parity stock 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 value any shares of
            stock of the Corporation unless the Corporation could, under
            paragraph 4(a), purchase or otherwise acquire such shares at such
            time and in such manner.

            SECTION 5. Reacquired Shares. Any shares of Series A Preferred Stock
redeemed, 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 without designation as to series 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 as permitted by the Certificate of
Incorporation or as otherwise permitted under Delaware Law.

            SECTION 6. Liquidation, Dissolution and Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $1.00 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment; provided that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount to be distributed per share to holders of Common
Stock, or (2) to the holders of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except distributions made ratably on the Series A Preferred
Stock and all such other parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. If the Corporation shall at any time after the Rights
Declaration Date pay any dividend on Common Stock payable in shares of

                                      A-7
<PAGE>

Common Stock or effect a subdivision or combination of the outstanding shares of
Common Stock (by reclassification or otherwise) into a greater or lesser number
of shares of Common Stock, then in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under the proviso in clause (1) 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.

         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 or any other property, then in any such case the shares of
Series A Preferred Stock shall at the same time be similarly exchanged for or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash or any other property, as the case may be, into which or for
which each share of Common Stock is changed or exchanged. If the Corporation
shall at any time after the Rights Declaration Date pay any dividend on Common
Stock payable in shares of Common Stock or effect a subdivision or combination
of the outstanding shares of Common Stock (by reclassification or otherwise)
into a greater or lesser number of shares of Common Stock, then in each such
case the amount set forth in the preceding sentence with respect to the exchange
or change of shares of Series A Preferred Stock shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

         SECTION 8.  No Redemption.  The Series A Preferred Stock shall not be
redeemable.

         SECTION 9. Rank. The Series A Preferred Stock shall rank junior (as to
dividends and upon liquidation, dissolution and winding up) to all other series
of the Corporation's preferred stock except any series that specifically
provides that such series shall rank junior to the Series A Preferred Stock.

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

                                      A-8
<PAGE>

         IN WITNESS WHEREOF, we have executed and subscribed this Certificate
this __ day of ________, 2001.



                                                  _____________________________
                                                  [Title]

Attest:



___________________________
[Title]

                                      A-9
<PAGE>

                                                                       EXHIBIT B


                          [FORM OF RIGHT CERTIFICATE]


No. R-_______                                             _______________ Rights


NOT EXERCISABLE AFTER THE EARLIER OF _____________, 20__ AND THE DATE ON WHICH
THE RIGHTS EVIDENCED HEREBY ARE REDEEMED OR EXCHANGED BY THE COMPANY AS SET
FORTH IN THE RIGHTS AGREEMENT. AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS
ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR
AN 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 BE NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHT
CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN
ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH
TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). THIS RIGHT CERTIFICATE AND THE
RIGHTS REPRESENTED HEREBY MAY BE OR MAY BECOME NULL AND VOID IN THE
CIRCUMSTANCES SPECIFIED IN SECTION 7(d) OF THE RIGHTS AGREEMENT.]/1/


                                RIGHT CERTIFICATE

                       PITNEY BOWES OFFICES SYSTEMS, INC.

         This Right Certificate certifies that ______________________, or
registered assigns, is the registered holder of the number of Rights set forth
above, each of which entitles the holder (upon the terms and subject to the
conditions set forth in the Rights Agreement dated as of ______________, 19__
(the "Rights Agreement") between PITNEY BOWES OFFICE SYSTEMS, INC., a Delaware
corporation (the "Company"), and [Agent] (the "Rights Agent")) to purchase from
the Company, at any time after the Distribution Date and prior to the Expiration
Date, ___ one-hundredth[s] of a fully paid, nonassessable share of Series A
Junior Participating Preferred Stock (the "Preferred Stock") of the Company at a
purchase price of $___ per one one-hundredth of a share (the


______________________
    /1/ If applicable, insert this portion of the legend and delete the
preceding sentence.
<PAGE>

"Purchase Price"), payable in lawful money of the United States of America, upon
surrender of this Right Certificate, with the form of election to purchase and
related certificate duly executed, and payment of the Purchase Price at an
office of the Rights Agent designated for such purpose.

         Terms used herein and not otherwise defined herein have the meanings
assigned to them in the Rights Agreement.

         The number of Rights evidenced by this Right Certificate (and the
number and kind of shares issuable upon exercise of each Right) and the Purchase
Price set forth above are as of ____________, 20__, and may have been or in the
future be adjusted as a result of the occurrence of certain events, as more
fully provided in the Rights Agreement.

         Upon the occurrence of a Section 11(a)(ii) Event, if the Rights
evidenced by this Right Certificate are beneficially owned by (a) an Acquiring
Person or an Associate or Affiliate of an Acquiring Person, (b) a transferee of
an Acquiring Person (or any such Associate or Affiliate) who becomes a
transferee after the Acquiring Person becomes such, or (c) under certain
circumstances specified in the Rights Agreement, a transferee of an Acquiring
Person (or any such Associate or Affiliate) who becomes a transferee prior to or
concurrently with the Acquiring Person becoming such, such Rights shall become
null and void, and no holder hereof shall have any right with respect to such
Rights from and after the occurrence of such Section 11(a)(ii) Event.

         This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right 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.

         Upon surrender at the principal office or offices of the Rights Agent
designated for such purpose and subject to the terms and conditions set forth in
the Rights Agreement, any Rights Certificate or Certificates may be transferred
or exchanged for another Rights Certificate or Certificates evidencing a like
number of Rights as the Rights Certificate or Certificates surrendered.

         Subject to the provisions of the Rights Agreement, the Board of
Directors of the Company may, at its option,

          (a) at any time prior to the earlier of (i) the close of business on
         [the tenth day after] the Stock Acquisition Date and (ii) the Final

                                      B-2
<PAGE>

         Expiration Date, redeem all but not less than all the then outstanding
         Rights at a redemption price of $.01 per Right; or

          (b) at any time after any Person becomes an Acquiring Person (but
         before such Person becomes the Beneficial Owner of 50% or more of the
         shares of Common Stock then outstanding), exchange all or part of the
         then outstanding Rights (other than Rights held by the Acquiring Person
         and certain related Persons) for shares of Common Stock at an exchange
         ratio of one share of Common Stock per Right. If the Rights shall be
         exchanged in part, the holder of this Right Certificate shall be
         entitled to receive upon surrender hereof another Right Certificate or
         Certificates for the number of whole Rights not exchanged.

         No fractional shares of Preferred Stock are required to be issued upon
the exercise of any Right or Rights evidenced hereby (other than fractions which
are multiples of one one-hundredth of a share of Preferred Stock, which may, at
the election of the Company, be evidenced by depositary receipts), but in lieu
thereof a cash payment will be made, as provided in the Rights Agreement. If
this Right Certificate shall be exercised in part, the holder shall be entitled
to receive upon surrender hereof another Right Certificate or Certificates for
the number of whole Rights not exercised.

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

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

                                      B-3
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal by its authorized officers.

Dated as of ___________________, 20__



                                            PITNEY BOWES OFFICE
                                            SYSTEMS, INC.



                                            By: ________________________
                                                Title:

[SEAL]

Attest:



_______________________________
       Secretary

Countersigned:

[AGENT],
as Rights Agent



By: __________________________
      Authorized Signature



                                      B-4
<PAGE>

                    Form of Reverse Side of Right Certificate


                               FORM OF ASSIGNMENT


               (To be executed if the registered holder desires to
                        transfer the Right Certificate.)


FOR VALUE RECEIVED______________________________________________________________

hereby sells, assigns and transfers unto________________________________________

________________________________________________________________________________
            (Please print name and address of transferee)

________________________________________________________________________________

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


Dated: _____________________, 20__


                                                  ______________________________
                                                  Signature

Signature Guaranteed:

                                      B-5
<PAGE>

                                   CERTIFICATE


         The undersigned hereby certifies by checking the appropriate boxes
that:

           (1) the Rights evidenced by this Right Certificate ___are ___are not
being assigned 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 in the Rights Agreement);

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



Dated: _____________________, 20__


                                                  ______________________________
                                                  Signature



                               __________________

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

                               __________________

                                      B-6
<PAGE>

                          FORM OF ELECTION TO PURCHASE


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


To:      PITNEY BOWES OFFICE SYSTEMS, INC.
         The undersigned hereby irrevocably elects to exercise ____________
Rights represented by this Right Certificate to purchase 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 securities be issued in the name
of and delivered to:

Please insert social security
or other identifying number


________________________________________________________________________________
                         (Please print name and address)

________________________________________________________________________________

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

Please insert social security
or other identifying number

________________________________________________________________________________
                         (Please print name and address)

________________________________________________________________________________



Dated: _____________________, 20__


                                                  ______________________________
                                                  Signature

Signature Guaranteed:

                                      B-7
<PAGE>

                                   CERTIFICATE


           The undersigned hereby certifies by checking the appropriate boxes
that:

           (1) the Rights evidenced by this Right 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 in the Rights Agreement);

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

Dated: ____________, 20__                   ___________________________________
                                            Signature


                                 ______________

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

                                 ______________

                                      B-8
<PAGE>

                                                                       EXHIBIT C


                        PITNEY BOWES OFFICE SYSTEMS, INC.

                             STOCKHOLDER RIGHTS PLAN

                                Summary of Terms


Form of Security          The Board of Directors has declared a dividend of
                          one preferred stock purchase right for each
                          outstanding share of the Company's Common
                          Stock, payable to holders of record as of the close
                          of business on ___________, 2001 (each a "Right"
                          and collectively, the "Rights")

Transfer                  Prior to the Distribution Date/2/, the Rights
                          will be evidenced by the certificates for
                          and will be transferred with the Common
                          Stock, and the registered holders of the
                          Common Stock will be deemed to be the
                          registered holders of the Rights.

                          After the Distribution Date, the Rights
                          Agent will mail separate certificates
                          evidencing the Rights to each record holder
                          of the Common Stock as of the close of
                          business on the Distribution Date, and
                          thereafter the Rights will be transferable
                          separately from the Common Stock.

Exercise                  Prior to the Distribution Date, the Rights
                          will not be exercisable.

                          After the Distribution Date, each Right will be
                          exercisable to purchase, for $_______ (the
                          "Purchase Price"), one one-hundredth of a share
--------
         /2/ Distribution Date means the earlier of:

         (1) the 10th day after public announcement that any person or group has
         become the beneficial owner of ____% or more of the Company's Common
         Stock and

         (2) the 10th business day after the date of the commencement of a
         tender or exchange offer by any person which would, if consummated,
         result in such person becoming the beneficial owner of ____% or more of
         the Company's Common Stock.

                                      C-1
<PAGE>

                          of Series A Junior Participating
                          Preferred Stock, par value __________ per
                          share, of the Company.

Flip-In                   If any person or group (an "Acquiring Person")
                          becomes the beneficial owner of ____% or more of
                          the Company's Common Stock, then each Right
                          (other than Rights beneficially owned by the
                          Acquiring Person and certain affiliated persons)
                          will entitle the holder to purchase, for the Purchase
                          Price, a number of shares of the Company's
                          Common Stock having a market value of twice the
                          Purchase Price.

Flip-Over                 If, after any person has become an Acquiring
                          Person, (1) the Company is involved in a merger or
                          other business combination in which the Company
                          is not the surviving corporation or its Common
                          Stock is exchanged for other securities or assets or
                          (2) the Company and/or one or more of its
                          subsidiaries sell or otherwise transfer assets or
                          earning power aggregating more than 50% of the
                          assets or earning power of the Company and its
                          subsidiaries, taken as a whole, then each Right will
                          entitle the holder to purchase, for the Purchase
                          Price, a number of shares of common stock of the
                          other party to such business combination or sale (or
                          in certain circumstances, an affiliate) having a
                          market value of twice the Purchase Price.

Exchange                  At any time after any person has become an
                          Acquiring Person (but before any person becomes
                          the beneficial owner of 50% or more of the
                          Company's Common Stock), the Board of
                          Directors of the Company may exchange all or part
                          of the Rights (other than the Rights beneficially
                          owned by the Acquiring Person and certain
                          affiliated persons) for shares of Common Stock at
                          an exchange ratio of one share of Common Stock
                          per Right.

Redemption                The Board of Directors may redeem all of the
                          Rights at a price of $.01 per Right at any time prior
                          to the close of business on the 10th day
                          after public announcement that any person
                          has become an Acquiring Person.

                                      C-2
<PAGE>

                          After any person has become an Acquiring
                          Person, the Rights may be redeemed only with
                          the approval of a majority of the Directors
                          not affiliated with the Acquiring Person.

Expiration                The Rights will expire on ____________,
                          20__, unless earlier exchanged or redeemed.

Amendments                Prior to the Distribution Date, the Rights
                          Agreement may be amended in any respect.

                          After the Distribution Date, the Rights
                          Agreement may be amended in any respect that
                          does not adversely affect the Rights holders
                          (other than any Acquiring Person and certain
                          affiliated persons).

                          After any person has become an Acquiring
                          Person, the Rights Agreement may be amended
                          only with the approval of a majority of the
                          Directors not affiliated with the Acquiring
                          Person.

Voting                    Rights Rights holders have no rights as a
                          stockholder of the Company, including the
                          right to vote and to receive dividends.

Antidilution              Provisions The Rights Agreement includes
                          antidilution provisions designed to prevent
                          efforts to diminish the efficacy of the
                          Rights.

Taxes                     While the dividend of the Rights will not be
                          taxable to stockholders or to the Company,
                          stockholders or the Company may, depending
                          upon the circumstances, recognize taxable
                          income in the event that the Rights become
                          exercisable as set forth above.



                                ________________

A copy of the Rights Agreement has been filed with the Securities and Exchange
Commission as an Exhibit to a Registration Statement on Form 10. A copy of the
Rights Agreement is available free of charge from the Company. This summary
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement.
                                ________________

                                      C-3
<PAGE>

                           CROSS-REFERENCE TARGET LIST
                           ---------------------------

NOTE: Due to the number of targets some target names may not appear in the
target pull-down list.
(This list is for the use of the wordprocessor only, is not a part of this
document and may be discarded.)



ARTICLE/SECTION            TARGET NAME
===============            ===========

1..................................def

2.........................appt.rt..agt

3..........................iss.rt.cert
3(a)..................before.dist.date
3(b)......................rts.agt.send
3(c)........................rts.issued
3(d)......................writ.com.stk

4..........................frm.rt.cert
4(a)..........................rts.cert
4(b).......................rt.cert.leg

5..........................counter.reg
5(a).....................chair.pres.vp
5(b).........................reg.books

6....................trans.ex.mutilate
6(a)..................trans.after.date
6(b)......................evi.mutilate

7....................x.rt.purch.exp.rt
7(a)....................exercise.after
7(b).....................re.agt.requis
7(c)...................new.rt.cert.iss
7(d)............................no.rts

7(d)(i).................acquiring.pers
7(d)(ii)....................transferee
7(d)(iii).............transferee.trans
7(e)..................agt.co.not.oblig

8......................destruc.rt.cert

9....................erv.avail.cap.stk
9(a)..........................reserved
9(b)........................sec.listed
9(c)..........................reg.stmt
9(c)(i)......................file.soon
9(d).....................ahr.auth.paid
9(e)......................co.pay.taxes

10...................pref.stk.rec.date

11.....................adj.purch.price
11(a)..................purch.price.adj
11(a)(i)..................aft.agt.date
11(a)(ii)..............bec.acquir.pers
11(a)(iii).................not.out.res
11(b)..................det.purch.price
11(c)..................purch.price.fix
11(d)..................curr.mark.price
11(d)(i)....................30.day.ave
11(d)(iii)...................value.sec
11(e)......................no.adj.requ
11(f)..................hold.rec.shares
11(g)......................rt.rt.purch
11(h)......................co.rt.purch
11(i)....................co.adj.no.rts
11(j)................t.exp.purch.price
11(k)......................co.corp.act
11(l)......................defer.issue
11(m)....................co.ent.mk.red
11(n)....................co.not.consol
11(o)..................co.not.take.act
11(p)......................adj.out.stk

12......................cert.adj.price

13....................consol.merg.sale
13(a)..................follow.acq.date
13(b)..................principal.party
13(c)....................co.not.consum
14...................fractional.rt.shr
14(a)...................not.issue.frac
14(b)................not.iss.frac.pref
14(c)..................foll.trig.event
14(d).....................rt.accept.rt

15...........................rt.action

16......................agt.rt.holders
16(a)......................rt.transfer
16(b)................rt.transfer.on.bk
16(c)...................absolute.owner
16(d)................co.rt.agt.no.liab

17....................cert.not.stkhldr

18......................concern.rt.agt
18(a)....................co.pay.rt.agt
18(b).................rt.agt.protected

19.....................merg.consol.chg
19(a)......................succ.rt.agt
19(b)..................rt.agt.counters

20..........................duties.rts
20(a)................rt.agt.legal.coun
20(b)...................proved.by.sign
20(c)..................rt.agt.only.own
20(d)..................rt.agt.not.stmt
20(e).................rt.agt.not.valid
20(f).......................co.perform
20(g)................rt.agt.inst.chair
20(h)..................rt.agt.buy.sell
20(i)..................rt.agt.exe.exer
20(j)...................rt.agt.no.risk
20(k).................agt.no.furth.act

21..........................chg.rt.agt
21(a).........................org.corp

22....................issu.new.rt.cert

23..........................redemption
23(a).....................redemp.price
23(b)..................elect.redeem.rt

24............................exchange
24(a)...................exchange.ratio
24(b).....................rt.exer.term
24(c).................sub.com.stk.equi

25.....................notice.prop.act
25(a)...................co.notice.hold
25(a)(i)..................pay.dividend
25(a)(ii).............rt.purch.add.shr
25(b).................public.file.suff
25(c).................triggering.event

26.............................notices

27........................supple.amend

28..........................successors

29.......................det.act.board

30........................benefits.agt

31........................severability

32.......................governing.law

33........................counterparts

34.......................desc.headings

TARGET NAMES FOR EXHIBIT A

1........................desig.numshr

2............................div.dist
2(a)...................hldr.entit.rec
2(a)(ii).................sub.prov.adj
2(a)(ii)(A)...............div.pay.shr
2(a)(ii)(B)...........sub.div.out.shr
2(b)...................pref.after.com
2(c).......................div.accrue

3...........................voting.rt
3(a)......................hldr.100.vt
3(b)..................vote.sing.class
3(c)......................default.per
3(c)(ii)............vt.rt.exer.sp.mtg
3(c)(iii).................call.sp.mtg
3(d)...............cert.inc.not.amend
3(e)....................hld.no.vt.rts

4.......................cert.restrict
4(a).................qutr.div.arrears
4(b)....................sub.not.purch

5.............................req.shr

6.......................liq.diss.wind

7.........................consol.merg

8...........................no.redemp

9................................rank

10...........................frac.shr