<PAGE>

                                                                     EXHIBIT 4.3

                               RIGHTS AGREEMENT

          This RIGHTS AGREEMENT, dated as of June 29, 2001 (this "Agreement"),
is made and entered into by and between Certegy Inc., a Georgia corporation (the
"Company"), and SunTrust Bank, a Georgia banking corporation (the "Rights
Agent").

                                   RECITALS

          WHEREAS, on June 29, 2001, the Board of Directors of the Company
authorized and declared a dividend distribution of one right ("Right") for each
share of Common Stock, par value $.01 per share, of the Company (a "Common
Share") outstanding as of the Close of Business (as hereinafter defined) on July
6, 2001 (the "Record Date"), each Right initially representing the right to
purchase one Common Share, upon the terms and subject to the conditions herein
set forth, and further authorized and directed the issuance of one Right with
respect to each Common Share issued or delivered by the Company (whether
originally issued or delivered from the Company's treasury) after the Record
Date but prior to the earlier of the Distribution Date (as hereinafter defined)
and the Expiration Date (as hereinafter defined).

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

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

          (a)  "Acquiring Person" shall mean any Person (other than the Company
or any Subsidiary of the Company or any employee benefit or stock ownership plan
of the Company or of any Subsidiary of the Company or any entity holding Common
Shares for or pursuant to the terms of any such plan or, prior to the Spinoff
Date, Equifax Inc. or any of its Affiliates or Associates) who or which,
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 15% or more of the Common Shares then outstanding; provided,
however, that a Person shall not be deemed to have become an Acquiring Person
solely as a result of a reduction in the number of Common Shares outstanding or
solely as  a result of any acquisition that is approved in advance by the Board
of Directors of the Company, in each case unless and until such time as (i) such
Person or any Affiliate or Associate of such Person shall thereafter become the
Beneficial Owner of any additional Common Shares, other than as a result of a
stock dividend, stock split or similar transaction effected by the Company in
which all holders of Common Shares are treated equally or in a transaction that
is approved in advance by the Board of Directors, or (ii) any other Person who
is the Beneficial Owner of any Common Shares shall thereafter become an
Affiliate or Associate of such Person.   Notwithstanding the foregoing, if the
Board of Directors determines in good faith that a Person who otherwise would be
an Acquiring Person as defined under the foregoing provisions of this Section
1(a) has become such inadvertently, and such Person has divested or agrees to
divest as promptly as practicable (as determined by the Board of Directors of
the Company) a sufficient number of Common Shares so that such Person would no
longer be an Acquiring Person as defined under the foregoing provisions, then
such Person shall not be deemed an Acquiring Person for any purposes of this
<PAGE>

Agreement unless and until such Person shall again become an Acquiring Person as
herein defined.

          (b)  "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Exchange Act, as in effect on the date of this Agreement.

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

               (i)    which such Person or any of such Person's Affiliates or
          Associates, directly or indirectly, has the right to acquire (whether
          such right is exercisable immediately or only after the passage of
          time) pursuant to any agreement, arrangement or understanding (whether
          or not in writing), or upon the exercise of conversion rights,
          exchange rights, rights, warrants or options, or otherwise (in each
          case, other than upon exercise or exchange of the Rights); provided,
          however, 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 such
          Person's Affiliates or Associates until such tendered securities are
          accepted for purchase or exchange; or

               (ii)   which such Person or any of such Person's Affiliates or
          Associates, directly or indirectly, has the right to vote or dispose
          of, including pursuant to any agreement, arrangement or understanding
          (whether or not in writing); or

               (iii)  of which any other Person is the Beneficial Owner, if such
          Person or any of such Person's Affiliates or Associates has any
          agreement, arrangement or understanding (whether or not in writing)
          with such other Person (or any of such other Person's Affiliates or
          Associates) with respect to acquiring, holding, voting or disposing of
          any securities of the Company; provided, however, that a Person shall
          not be deemed the Beneficial Owner of, or to beneficially own, any
          security (A) if such Person has the right to vote such security
          pursuant to an agreement, arrangement or understanding (whether or not
          in writing) which (1) arises solely from a revocable proxy given to
          such Person in response to a public proxy or consent solicitation made
          pursuant to, and in accordance with, the applicable rules and
          regulations of the Exchange Act and (2) is not also then reportable on
          Schedule 13D under the Exchange Act (or any comparable or successor
          report), or (B) if such beneficial ownership arises solely as a result
          of such Person's status as a "clearing agency", as defined in Section
          3(a)(23) of the Exchange Act; and provided, further, that nothing in
          this paragraph (c) shall cause a Person engaged in business as an
          underwriter of securities to be the Beneficial Owner of, or to
          beneficially own, any securities acquired through such Person's
          participation in good faith in an underwriting syndicate until the
          expiration of 40 calendar days after the date of such acquisition, or
          such later date as the Board of Directors of the Company may determine
          in any specific case.

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<PAGE>

          (d)  "Business Day" shall mean any day other than a Saturday, Sunday
or a day on which banking institutions in the State of Georgia (or such other
state in which the principal office of the Rights Agent is located) are
authorized or obligated by law or executive order to close.

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

          (f)  "Common Shares" when used with reference to the Company shall
mean the Common Stock, par value $.01 per share, of the Company; provided,
however, that, if the Company is the continuing or surviving corporation in a
transaction described in Section 11(a)(ii) or Section 13(a)(ii) hereof, "Common
Shares" when used with reference to the Company shall mean the capital stock or
equity security with the greatest aggregate voting power of the Company. Common
Shares when used with reference to any corporation or other legal entity, other
than the Company, including an Issuer, shall mean the capital stock or equity
security with the greatest aggregate voting power of such corporation or other
legal entity.

          (g)  "Company" shall mean Certegy Inc., a Georgia corporation.

          (h)  "Distribution Date" shall mean the earliest of: (i) the Close of
Business on the tenth calendar day (or, unless the Distribution Date shall have
previously occurred, such later date as may be specified by the Board of
Directors of the Company) after the Share Acquisition Date, (ii) the Close of
Business on the tenth Business Day (or, unless the Distribution Date shall have
previously occurred, such later date as may be specified by the Board of
Directors of the Company) after the date of the commencement of a tender or
exchange offer by any Person (other than the Company or any Subsidiary of the
Company or any employee benefit or stock ownership plan of the Company or of any
Subsidiary of the Company or any entity holding Common Shares for or pursuant to
the terms of any such plan), if upon the consummation thereof such Person would
be the Beneficial Owner of 15% or more of the outstanding Common Shares, and
(iii) the Close of Business on the tenth calendar day after the first date of
public announcement by the Company or an Acquiring Person (by press release,
filing made with the Securities and Exchange Commission or otherwise) of the
first occurrence of a Triggering Event; provided, however, that if the earliest
of such dates would otherwise occur prior to the Record Date, the Distribution
Date shall mean the Close of Business on the Record Date.

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

          (j)  "Expiration Date" shall mean the earliest of (i) the Close of
Business on the Final Expiration Date, (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof, and (iii) the time at which all
exercisable Rights are exchanged as provided in Section 27 hereof.

          (k)  "Final Expiration Date" shall mean the tenth anniversary of the
Record Date.

          (l)  "Flip-in Event" shall mean any event described in clauses (A) (B)
or (C) of Section 11(a)(ii) hereof.

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<PAGE>

          (m)  "Flip-over Event" shall mean any event described in subsections
(i), (ii), (iii) or (iv) of Section 13(a) hereof.

          (n)  "Issuer" shall have the meaning set forth in Section 13(b)
 hereof.

          (o)  "NASDAQ" shall mean the National Association of Securities
Dealers, Inc. Automated Quotation System.

          (p)  "NYSE" shall mean the New York Stock Exchange, Inc.

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

          (r)  "Purchase Price" shall mean initially $125.00 per Common Share,
and shall be subject to further adjustment from time to time as provided in this
Agreement.

          (s)  "Redemption Price" shall mean $0.01 per Right, subject to
adjustment by resolution of the Board of Directors of the Company to reflect any
stock split, stock dividend or similar transaction occurring after the date
hereof.

          (t)  "Right" shall have the meaning set forth in the Recitals to this
Agreement.

          (u)  "Right Certificates" shall mean certificates evidencing the
Rights, in substantially the form of Exhibit A attached hereto.

          (v)  "Rights Agent" shall mean SunTrust Bank, unless and  until a
successor Rights Agent shall have become such pursuant to the terms of this
Agreement, and thereafter, "Rights Agent" shall mean such successor Rights
Agent.

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

          (x)  "Share Acquisition Date" shall mean the first date of public
announcement by the Company or an Acquiring Person (by press release, filing
made with the Securities and Exchange Commission or otherwise) that an Acquiring
Person has become such.

          (y)  "Spinoff Date" shall mean the time at which Equifax Inc. shall
distribute all of the Common Shares of the Company it owns to its shareholders
pursuant to the Distribution Agreement, Plan of Reorganization and Distribution
dated as of June 30, 2001, as amended or supplemented from time to time.

          (z)  "Subsidiary" when used with reference to any Person shall mean
any corporation or other legal entity of which a majority of the voting power of
the voting equity securities or equity interests is owned, directly or
indirectly, by such Person; provided, however, that for purposes of Section
13(b) hereof, Subsidiary when used with reference to any Person shall mean

                                       4
<PAGE>

any corporation or other legal entity of which at least 20% of the voting power
of the voting equity securities or equity interests is owned, directly or
indirectly, by such Person.

          (aa) "Trading Day" shall mean any day on which the principal national
securities exchange on which the Common Shares are listed or admitted to trading
is open for the transaction of business or, if the Common Shares are not listed
or admitted to trading on any national securities exchange, a Business Day.

          (bb) "Triggering Event" shall mean any Flip-in Event or Flip-over
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
(who, in accordance with Section 3 hereof, shall also be, prior to the
Distribution Date, the holders of the Common Shares) in accordance with the
terms and conditions hereof, and the Rights Agent hereby accepts such
appointment and hereby certifies that it complies with the requirements of the
NYSE governing transfer agents and registrars. The Company may from time to time
act as Co-Rights Agent or appoint such Co-Rights Agents as it may deem necessary
or desirable. Any actions which may be taken by the Rights Agent pursuant to the
terms of this Agreement may be taken by any such Co-Rights Agent. To the extent
that any Co-Rights Agent takes any action pursuant to this Agreement, such Co-
Rights Agent shall be entitled to all of the rights and protections of and
subject to all of the applicable duties and obligations imposed upon, the Rights
Agent pursuant to the terms of this Agreement.

               Section 3.  Issue of Right Certificates.

          (a)  Until the Distribution Date, (i) the Rights shall be evidenced by
the certificates representing Common Shares registered in the names of the
record holders thereof (which certificates representing Common Shares shall also
be deemed to be Right Certificates), (ii) the Rights shall be transferable only
in connection with the transfer of the underlying Common Shares, and (iii) the
surrender for transfer of any certificates evidencing Common Shares in respect
of which Rights have been issued shall also constitute the transfer of the
Rights associated with the Common Shares evidenced by such certificates.

          (b)  Promptly upon request, the Company shall send a copy of this
Agreement by first-class, postage prepaid mail, to any record holder of Common
Shares requesting the same (or, at the Company's option, shall send a letter
summarizing the terms of the Rights), at the address of such holder shown on the
records of the Company as of such date.

          (c)  Rights shall be issued by the Company in respect of all Common
Shares (other than Common Shares issued upon the exercise or exchange of any
Right) issued or delivered by the Company (whether originally issued or
delivered from the Company's treasury) after the Record Date but prior to the
earlier of the Distribution Date and the Expiration Date. Certificates
evidencing such Common Shares shall have stamped on, impressed on, printed on,
written on or otherwise affixed to them the following legend or such similar
legend as the Company may deem appropriate and as is not inconsistent with the
provisions of this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto

                                       5
<PAGE>

or with any rule or regulation of any stock exchange or transaction reporting
system on which the Common Shares may from time to time be listed or quoted, or
to conform to usage:

               This Certificate also evidences and entitles the holder hereof to
          certain Rights as set forth in a Rights Agreement between Certegy Inc.
          and SunTrust Bank, dated as of June 29, 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 Certegy
          Inc. Under certain circumstances, as set forth in the Rights
          Agreement, such Rights may be redeemed, may expire, may be amended or
          may be evidenced by separate certificates and no longer be evidenced
          by this Certificate. Certegy Inc. 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, Rights
          beneficially owned by an Acquiring Person or any Affiliate or
          Associate of an Acquiring Person (as such terms are defined in the
          Rights Agreement) may become null and void.

          (d)  As promptly as practicable after the Distribution Date, the
Company shall prepare and execute, the Rights Agent will countersign and the
Company shall send or cause to be sent (and the Rights Agent shall, if
requested, send), by first-class, insured, postage prepaid mail, to each record
holder of Common Shares as of the Close of Business on the Distribution Date, at
the address of such holder shown on the records of the Company, a Right
Certificate, evidencing one Right for each Common Share so held, subject to
adjustment. As of and after the Distribution Date, the Rights shall be evidenced
solely by such Right Certificates.

          Section 4.  Form of Right Certificates. (a) The Right Certificates
(and the form of election to purchase and form of assignment to be printed on
the reverse thereof) shall be substantially in the form set forth as Exhibit A
hereto with such changes, marks of identification or designation and such
legends, summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any applicable law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange or transaction reporting system on which the Rights may from time to
time be listed or quoted, or to conform to usage. Subject to the provisions of
Section 22 hereof, the Right Certificates, whenever issued, on their face shall
entitle the holders thereof to purchase such number of Common Shares as shall be
set forth therein at the Purchase Price set forth therein, but the Purchase
Price, the number and kind of securities issuable upon exercise of each Right
and the number of Rights outstanding shall be subject to adjustment as provided
herein.

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

                                       6
<PAGE>

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

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

          Section 5.  Countersignature and Registration.

          (a)  The Right Certificates shall be executed on behalf of the Company
by its Chairman of the Board, 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 who shall have signed any of 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, nevertheless, may
be countersigned by the Rights Agent, and issued and delivered by the Company
with the same force and effect as though the person who signed such Right
Certificates had not ceased to be such officer of the Company; and 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 shall keep or
cause to be kept, at the principal office of the Rights Agent designated for
such purpose and at such other offices as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange or any transaction reporting system on
which the Rights may from time to time be listed or quoted, books for
registration and transfer of the Right Certificates issued hereunder. Such books
shall show the names and addresses of the respective holders of the Right
Certificates, the number of Rights evidenced on its face by each of the Right
Certificates and the date of each of the Right Certificates.

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

          (a)  Subject to the provisions of Sections 7(d) and 14 hereof, at any
time after the Close of Business on the Distribution Date and prior to the
Expiration Date, any Right Certificate

                                       7
<PAGE>

or Right Certificates representing exercisable Rights may be transferred, split
up, combined or exchanged for another Right Certificate or Right Certificates,
entitling the registered holder to purchase a like number of Common Shares (or
other securities, as the case may be) as the Right Certificate or Right
Certificates surrendered then entitled such holder (or former holder in the case
of a transfer) to purchase. Any registered holder desiring to transfer, split
up, combine or exchange Right Certificates shall make such request in writing
delivered to the Rights Agent, and shall surrender the Right Certificate or
Right Certificates to be transferred, split up, combined or exchanged at the
principal office of the Rights Agent designated for such purpose. Thereupon or
as promptly as practicable thereafter, subject to the provisions of Sections
7(d) and 14 hereof, the Company shall prepare, execute and deliver to the Rights
Agent, and the Rights Agent shall countersign and deliver a Right Certificate or
Right Certificates, as the case may be, as so requested. The Company may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer, split up, combination or exchange of
Right 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 of indemnity or security reasonably satisfactory to
them, and reimbursement to the Company and the Rights Agent of all reasonable
expenses incidental thereto, and upon surrender to the Rights Agent and
cancellation of the Right Certificate if mutilated, the Company shall prepare,
execute and deliver a new Right Certificate of like tenor to the Rights Agent
and the Rights Agent shall countersign and deliver such new Right Certificate to
the registered holder 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) 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
on the reverse side thereof duly executed, to the Rights Agent at the office or
offices of the Rights Agent designated for such purpose, together with payment
in cash, in lawful money of the United States of America by certified check or
bank draft payable to the order of the Company equal to the sum of (i) the
aggregate Purchase Price for the total number of securities as to which such
surrendered Rights are exercised and (ii) an amount equal to any applicable
transfer tax required to be paid by the holder of such Right Certificate in
accordance with the provisions of Section 9 hereof. In lieu of the cash payment
referred to in the immediately preceding sentence, following the occurrence of a
Triggering Event, the registered holder of a Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein) in whole or in
part upon surrender of the Right Certificate as described above together with an
election to exercise such Rights without payment of cash on the reverse side
thereof duly completed. With respect to any Rights as to which such an election
is made, the holder shall receive a number of Common Shares or other securities
having a value equal to the difference between (x) the value of the Common
Shares or other securities that would have been issuable upon payment of the
cash amount as described above, and (y) the sum of items (i) and (ii) above. For
purposes of this Section 7(a), the value of any Common Share or other security
shall be the current per share market price of a Common Share (determined
pursuant to Section

                                       8
<PAGE>

11(d) hereof) on the Trading Day immediately preceding the date of the first
occurrence of a Triggering Event.

          (b)  Upon receipt of a Right Certificate representing exercisable
Rights with the form of election to purchase duly executed, accompanied by
either payment as described in Section 7(a) above or a duly completed election
to exercise without payment of cash, the Rights Agent shall promptly (i)
requisition from any transfer agent of the Common Shares (or make available, if
the Rights Agent is the transfer agent) certificates representing the number of
Common Shares to be purchased (and the Company hereby irrevocably authorizes and
directs its transfer agent to comply with all such requests), (ii) after receipt
of such certificates, cause the same to be 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, (iii) when appropriate, requisition from the
Company or any transfer agent therefor (or make available, if the Rights Agent
is the transfer agent) certificates representing the number of equivalent common
shares to be issued in lieu of the issuance of Common Shares in accordance with
the provisions of Section 11(a)(iii) hereof, (iv) when appropriate, after
receipt of such certificates, cause the same to be 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, (v) when appropriate,
requisition from the Company the amount of cash to be paid in lieu of the
issuance of fractional shares in accordance with the provisions of Section 14
hereof or in lieu of the issuance of Common Shares in accordance with the
provisions of Section 11(a)(iii) hereof, (vi) when appropriate, after receipt,
deliver such cash to or upon the order of the registered holder of such Right
Certificate, and (vii) when appropriate, deliver any due bill or other
instrument provided to the Rights Agent by the Company for delivery to the
registered holder of such Right Certificate as provided by Section 11(1) hereof.

          (c)  In case the registered holder of any Right Certificate shall
exercise less than all the Rights evidenced thereby, the Company shall prepare,
execute and deliver a new Right Certificate evidencing Rights equivalent to the
Rights remaining unexercised and the Rights Agent shall countersign and deliver
such new Right Certificate to the registered holder of such Right Certificate or
to his duly authorized assigns, subject to the provisions of Section 14 hereof.

          (d)  Notwithstanding anything in this Agreement to the contrary, from
and after the later of the Distribution Date and the first occurrence of a
Triggering 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 to holders of equity interests in such Acquiring Person or to
any Person with whom the Acquiring Person has any continuing agreement,
arrangement or understanding regarding the transfer of Rights, or (B) a transfer
that the Board of Directors of the Company has determined is part of a plan,
arrangement or understanding that has as a primary purpose or effect the
avoidance of this Section 7(d), shall become null and void without any further
action, no holder of such Rights shall have any rights whatsoever with respect
to such Rights, whether under any provision of this Agreement or otherwise, and
any Right Certificate delivered to the Rights Agent for transfer to

                                       9
<PAGE>

an Acquiring Person or any Affiliate or Associate thereof shall be cancelled.
The Company shall use all reasonable efforts to ensure that the provisions of
this Section 7(d) and Section 4(b) hereof are complied with, but shall have no
liability to any holder of Rights Certificates or other Person as a result of
its failure to make any determinations with respect to an Acquiring Person or
its Affiliates, Associates or transferees 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 any purported transfer, split up, combination or exchange
of any Right Certificate pursuant to Section 6 hereof or exercise of a Right
Certificate as set forth in this Section 7 unless the registered holder of such
Right Certificate shall have (i) completed and signed the certificate following
the form of assignment or form of election to purchase, as applicable, set forth
on the reverse side of the Right Certificate surrendered for such transfer,
split up, combination, exchange or exercise, and (ii) provided such additional
evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or
Affiliates or Associates thereof as the Company shall have reasonably requested.

          Section 8.  Cancellation and Destruction of Right Certificates. All
Right Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
stock transfer agents, be delivered to the Rights Agent for cancellation or in
cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by
it, and no 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 retirement, and the Rights Agent shall so cancel and
retire, 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.  Company Covenants Concerning Securities and Rights. The
Company covenants and agrees that:

          (a)  So long as the Common Shares issuable upon the exercise of the
Rights may be listed on a national securities exchange, it shall endeavor to
cause, from and after such time as the Rights become exercisable, all securities
reserved for issuance upon the exercise of Rights to be listed on such exchange
upon official notice of issuance.

          (b)  It shall take all such action as may be necessary to ensure that
all Common Shares and/or other securities delivered upon exercise of Rights, at
the time of delivery of the certificates for such securities shall be (subject
to payment of the Purchase Price) duly and validly authorized and issued, fully
paid and nonassessable securities.

          (c)  It shall pay when due and payable any and all federal and state
transfer taxes and charges that may be payable in respect of the issuance or
delivery of the Right Certificates and of any certificates representing
securities issued upon the exercise of Rights; provided, however, that the
Company shall not be required to pay any transfer tax or charge which may be
payable in

                                       10
<PAGE>

respect of any transfer or delivery of Right Certificates to a person other
than, or the issuance or delivery of certificates representing securities issued
upon the exercise of Rights in a name other than that of, the registered holder
of the Right Certificate evidencing Rights surrendered for exercise, or to issue
or deliver any certificates representing securities issued upon the exercise of
any Rights until any such tax or charge shall have been paid (any such tax or
charge being payable by the holder of such Right Certificate at the time of
surrender) or until it has been established to the Company's reasonable
satisfaction that no such tax is due.

     (d)  It shall use its best efforts (i) to file on an appropriate form, as
soon as practicable following the later of the first occurrence of a Triggering
Event or the Distribution Date, 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 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 shall
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 after the date set forth in clause (i) of the first sentence of this
Section 9(d), the exercisability of the Rights in order to prepare and file such
registration statement and to 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. In addition,
if the Company shall determine that a registration statement should be filed
under the Securities Act or any state securities laws following the Distribution
Date, the Company may temporarily suspend the exercisability of the Rights in
each relevant jurisdiction until such time as a registration statement has been
declared effective and, 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 anything in this Agreement to
the contrary, the Rights shall not be exercisable in any jurisdiction if the
requisite registration or qualification in such jurisdiction shall not have been
effected or the exercise of the Rights shall not be permitted under applicable
law.

     (e)  Notwithstanding anything in this Agreement to the contrary, after the
Distribution Date it shall not, except as permitted by Section 23, 26 or 27
hereof, take (or permit any Subsidiary to take) any action if at the time such
action is taken it is reasonably foreseeable that such action will eliminate or
otherwise diminish the benefits intended to be afforded by the Rights.

     (f)  In the event that the Company is obligated to issue other securities
of the Company and/or pay cash pursuant to Section 11, 13 or 14 hereof, it shall
make all arrangements necessary so that such other securities and/or cash are
available for distribution by the Rights Agent, if and when appropriate.

                                       11
<PAGE>

     Section 10.  Record Date. Each Person in whose name any certificate
representing Common Shares is issued upon the exercise of Rights shall for all
purposes be deemed to have become the holder of record of the Common Shares
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 all applicable transfer taxes) was made; provided,
however, that if the date of such surrender and payment is a date upon which the
Common Shares transfer books of the Company are closed, such Person shall be
deemed to have become the record holder of such securities on, and such
certificate shall be dated, the next succeeding Business Day on which the Common
Shares 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 shareholder of the Company with respect to
securities for which the Rights shall be exercisable, including, without
limitation, the right to vote, to receive dividends or other distributions or to
exercise any preemptive rights, and shall not be entitled to receive any notice
of any proceedings of the Company, except as provided herein.

     Section 11.  Adjustment of Purchase Price, Number and Kind of  Securities
or Number of Rights. The Purchase Price, the number and kind of securities
issuable upon exercise of each Right and the number of Rights outstanding are
subject to adjustment from time to time as provided in this Section 11.

     (a)  (i) In the event that the Company shall at any time after the date of
this Agreement (A) effect a dividend on the Common Shares payable in Common
Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding
Common Shares into a smaller number of shares or (D) issue any shares of its
capital stock in a reclassification of the Common Shares (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), the Purchase Price in
effect at the time of the record date for such dividend or on the effective date
of such subdivision, combination or reclassification, and/or the number and/or
kind of shares of capital stock issuable on such date upon exercise of a Right,
shall be proportionately adjusted so that the holder of any Right exercised
after such time shall be entitled to receive upon payment of the Purchase Price
then in effect the aggregate number and kind of shares of capital stock which,
if such Right had been exercised immediately prior to such date and at a time
when the Common Shares transfer books of the Company were open, the holder of
such Right would have owned upon such exercise and been entitled to receive by
virtue of such dividend, subdivision, combination or reclassification. If an
event occurs which would require an adjustment under both this Section 11(a)(i)
and Section 11(a)(ii) hereof or Section 13 hereof, the adjustment provided for
in this Section 11(a)(i) shall be in addition to, and shall be made prior to,
any adjustment required pursuant to Section 11(a)(ii) or Section 13 hereof.

          (ii)  Subject to the provisions of Section 23, 26 or 27 hereof, in the
     event that:

                (A)   any Acquiring Person or any Affiliate or Associate of any
          Acquiring Person, at any time after the date of this Agreement,
          directly or indirectly, shall (1) merge into the Company or otherwise
          combine with the Company and the Company shall be the continuing or
          surviving corporation of such merger or combination (other than in a
          transaction subject to Section 13

                                       12
<PAGE>

          hereof), (2) merge or otherwise combine with any Subsidiary of the
          Company, (3) in one or more transactions (other than in connection
          with the exercise or exchange of Rights or the exercise or conversion
          of securities exercisable for or convertible into shares of any class
          of capital stock of the Company or any of its Subsidiaries) transfer
          any assets to the Company or any of its Subsidiaries in exchange (in
          whole or in part) for shares of any class of capital stock of the
          Company or any of its Subsidiaries or for securities exercisable for
          or convertible into shares of any class of capital stock of the
          Company or any of its Subsidiaries, or otherwise obtain from the
          Company or any of its Subsidiaries, with or without consideration, any
          additional shares of any class of capital stock of the Company or any
          of its Subsidiaries or securities exercisable for or convertible into
          shares of any class of capital stock of the Company or any of its
          Subsidiaries (other than as part of a pro rata distribution to all
          holders of such shares of any class of capital stock of the Company,
          or any of its Subsidiaries), (4) sell, purchase, lease, exchange,
          mortgage, pledge, transfer or otherwise dispose (in one or more
          transactions), to, from, with or of, as the case may be, the Company
          or any of its Subsidiaries (other than in a transaction subject to
          Section 13 hereof ), assets, including securities, on terms and
          conditions less favorable to the Company than the Company would be
          able to obtain in arm's-length negotiation with an unaffiliated third
          party, (5) receive any compensation from the Company or any of its
          Subsidiaries other than compensation as a director or for full-time
          employment as a regular employee, in either case, at rates in
          accordance with the Company's (or its Subsidiaries') past practices,
          or (6) receive the benefit, directly or indirectly (except
          proportionately as a shareholder), of any loans, advances, guarantees,
          pledges or other financial assistance or any tax credits or other tax
          advantage provided by the Company or any of its Subsidiaries; or

               (B)  during such time as there is an Acquiring Person, there
          shall be any reclassification of securities (including any reverse
          stock split), or recapitalization of the Company, or any merger or
          consolidation of the Company with any of its Subsidiaries or any other
          transaction or series of transactions involving the Company or any of
          its Subsidiaries (whether or not with or into or otherwise involving
          an Acquiring Person), other than a transaction subject to Section 13
          hereof, which has the effect, directly or indirectly, of increasing by
          more than 1% the proportionate share of the outstanding shares of any
          class of equity securities or of securities exercisable for or
          convertible into equity securities of the Company or any of its
          Subsidiaries of which an Acquiring Person or any Affiliate or
          Associate of any Acquiring Person, is the Beneficial Owner; or

               (C)  any Acquiring Person shall at any time after the date of
          this Agreement, become the Beneficial Owner of 20% or more of the
          Common Shares then outstanding (other than pursuant to any transaction
          set forth in Section 13(a) hereof); provided, however, that a Person
          shall not be deemed to have become the Beneficial Owner of 20% or more
          of the Common Shares then outstanding for the purposes of this Section
          11(a)(ii)(C) solely as a result of a reduction in the number of Common
          Shares outstanding or solely as a result of any acquisition that is

                                       13
<PAGE>

          approved in advance by the Board of Directors of the Company, in each
          case unless and until such time as (1) such Person or any Affiliate or
          Associate of such Person shall thereafter become the Beneficial Owner
          of any additional Common Shares, other than as a result of a stock
          dividend, stock split or similar transaction effected by the Company
          in which all holders of Common Shares are treated equally or in a
          transaction that is approved in advance by the Board of Directors, or
          (2) any other Person who is the Beneficial Owner of any Common Shares
          shall thereafter become an Affiliate or Associate of such Person;
          then, and in each such case, proper provision shall be made so that
          each holder of a Right, except as provided below, shall thereafter
          have a right to receive, upon exercise thereof in accordance with the
          terms of this Agreement at an exercise price per Right equal to the
          product of the then-current Purchase Price multiplied by the number of
          Common Shares for which a Right was exercisable immediately prior to
          the first occurrence of a Triggering Event, such number of Common
          Shares as shall equal the result obtained by (x) multiplying the then-
          current Purchase Price by the number of Common Shares for which a
          Right was exercisable immediately prior to the first occurrence of a
          Triggering Event, and dividing that product by (y) 50% of the current
          per share market price of the Common Shares (determined pursuant to
          Section 11(d) hereof) on the date of the first occurrence of a
          Triggering Event.

          (iii)  Upon the occurrence of the Distribution Date or a Flip-in
     Event, if there shall not be sufficient Common Shares authorized but
     unissued or issued but not outstanding to permit the issuance of all the
     Common Shares issuable in accordance with the provisions hereof upon the
     exercise of a Right, the Board of Directors of the Company shall use its
     best efforts promptly to authorize and, subject to the provisions of
     Section 9(d) hereof, make available for issuance additional Common Shares
     or other equity securities of the Company having equivalent voting rights
     and an equivalent value (as determined in good faith by the Board of
     Directors of the Company) to the Common Shares (for purposes of this
     Section 11(a)(iii), "equivalent common shares"). In the event that
     equivalent common shares are so authorized, upon the exercise of a Right in
     accordance with the provisions of Section 7 hereof, the registered holder
     shall be entitled to receive (A) Common Shares, to the extent any are
     available and (B) a number of equivalent common shares, which the Board of
     Directors of the Company shall have determined in good faith to have a
     value equivalent to the excess of (x) the aggregate current per share
     market value of all the Common Shares issuable in accordance with
     subsection (ii) hereof upon the exercise of a Right (the "Exercise Value")
     over (y) the aggregate current per share market value of any Common Shares
     available for issuance upon the exercise of such Right; provided, however,
     that if at any time after 90 calendar days after the first occurrence of a
     Flip-in Event, there shall not be sufficient Common Shares and/or
     equivalent common shares available for issuance upon the exercise of a
     Right, then the Company shall be obligated to deliver, upon the surrender
     of such Right and without requiring payment of the Purchase Price, Common
     Shares (to the extent available), equivalent common shares (to the extent
     available) and then cash (to the extent permitted by applicable law and any
     agreements or instruments to which the Company is a party in effect
     immediately prior to the first occurrence of any Flip-in Event), which
     securities and cash shall have an aggregate value equal to the excess of
     (1)

                                       14
<PAGE>

     the Exercise Value over (2) the product of the then-current Purchase Price
     multiplied by the number of Common Shares for which a Right was exercisable
     immediately prior to the first occurrence of a Triggering Event. To the
     extent that any legal or contractual restrictions prevent the Company from
     paying the full amount of cash payable in accordance with the foregoing
     sentence, the Company shall pay to holders of the Rights as to which such
     payments are being made all amounts which are not then restricted on a pro
     rata basis and shall continue to make payments on a pro rata basis as funds
     become available until the full amount due to each such Rights holder has
     been paid.

     (b)  In the event that the Company shall fix a record date for the issuance
of rights, options or warrants to all holders of Common Shares entitling them
(for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Common Shares (or securities having equivalent rights,
privileges and preferences as the Common Shares (for purposes of this Section
11(b), "equivalent common shares")) or securities convertible into Common Shares
or equivalent common shares at a price per Common Share or equivalent common
share (or having a conversion price per share, if a security convertible into
Common Shares or equivalent common shares) less than the current per share
market price of the Common Shares (determined pursuant to Section 11(d) hereof)
on such record date, the Purchase Price to be in effect after such record date
shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the
number of Common Shares outstanding on such record date plus the number of
Common Shares which the aggregate offering price of the total number of Common
Shares and/or equivalent common shares so to be offered (and/or the aggregate
initial conversion price of the convertible securities so to be offered) would
purchase at such current per share market price and the denominator of which
shall be the number of Common Shares outstanding on such record date plus the
number of additional Common Shares and/or equivalent common shares to be offered
for subscription or purchase (or into which the convertible securities so to be
offered are initially convertible). In case such subscription price may be paid
in a 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. Common Shares owned by or held for the account of
the Company shall not be deemed outstanding for the purpose of any such
computation. Such adjustment shall be made successively whenever such a record
date is fixed; and in the event that such rights, options or warrants are not so
issued, the Purchase Price shall be adjusted to be the Purchase Price which
would then be in effect if such record date had not been fixed.

     (c)  In the event that the Company shall fix a record date for the making
of a distribution to all holders of Common Shares (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation) of evidences of
indebtedness, cash (other than a regular periodic cash dividend), assets, stock
(other than a dividend payable in Common Shares) or subscription rights, options
or warrants (excluding those referred to in Section 11(b) hereof), the Purchase
Price to be in effect after such record date shall be determined by multiplying
the Purchase Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the current per share market price of
the Common Shares (as determined pursuant to Section 11(d) hereof) on such
record date or, if earlier, the date on which Common Shares begin to trade on an
ex-

                                       15
<PAGE>

dividend or when-issued basis for such distribution, less the fair market value
(as determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent) of
the portion of the evidences of indebtedness, cash, assets or stock so to be
distributed or of such subscription rights, options or warrants applicable to
one Common Share, and the denominator of which shall be such current per share
market price of the Common Shares. Such adjustments shall be made successively
whenever such a record date is fixed; and in the event that such distribution is
not so made, the Purchase Price shall again be adjusted to be the Purchase Price
which would then be in effect if such record date had not been fixed.

     (d)  For the purpose of any computation hereunder, the "current per share
market price" of Common Shares on any date shall be deemed to be the average of
the daily closing prices per share of such Common Shares for the 30 consecutive
Trading Days immediately prior to such date; provided, however, that in the
event that the current per share market price of the Common Shares is determined
during a period following the announcement by the issuer of such Common Shares
of (i) a dividend or distribution on such Common Shares payable in such Common
Shares or securities convertible into such Common Shares (other than the Rights)
or (ii) any subdivision, combination or reclassification of such Common Shares,
and prior to the expiration of 30 Trading Days 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 per
share market price shall be appropriately adjusted to take into account ex-
dividend trading or to reflect the current per share market price per Common
Share equivalent.  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 NYSE or, if the Common Shares are not
listed or admitted to trading on the NYSE, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Common Shares are listed
or admitted to trading or, if the Common Shares 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 Common Shares 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 Shares selected by the Board of Directors of the
Company. If the Common Shares are not publicly held or not so listed or traded,
or not the subject of available bid and asked quotes, "current per share market
price" shall mean the fair value per share as determined in good faith by the
Board of Directors of the Company, whose determination shall be described in a
statement filed with the Rights Agent.

     (e)  Except as set forth below, no adjustment in the Purchase Price shall
be required unless such adjustment would require an increase or decrease of at
least 1% in such price; provided, however, that any adjustments which by reason
of this Section 11(e) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Section 11 shall be made to the nearest cent or to the nearest one ten
thousandth of a Common Share or other security, as the case may be.
Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later

                                       16
<PAGE>

than the earlier of (i) three years from the date of the transaction which
requires such adjustment and (ii) the Expiration Date.

     (f)  If as a result of an adjustment made pursuant to Section 11(a) hereof,
the holder of any Right thereafter exercised shall become entitled to receive
any securities of the Company other than Common Shares, thereafter the number of
such other securities so receivable upon exercise of any Right 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 Common Shares contained in
this Section 11, and the provisions of Sections 7, 9, 10 and 13 hereof with
respect to the Common Shares shall apply on like terms to any such other
securities.

     (g)  All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of Common Shares 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) hereof, upon each adjustment of the Purchase Price as a result of
the calculations made in Section 11(b) and Section 11(c) hereof made with
respect to a distribution of subscription rights, options or warrants applicable
to Common Shares, 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 Common Shares (calculated to the nearest one-
thousandth of a Common Share) obtained by (i) multiplying (x) the number of
Common Shares issuable upon exercise of a Right immediately prior to this
adjustment by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price, and (ii) dividing the product so obtained by
the Purchase Price in effect immediately after such adjustment of the Purchase
Price.

     (i)  The Company may elect, on or after the date of any adjustment of the
Purchase Price, to adjust the number of Rights in substitution for any
adjustment in the number of Common Shares 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 Common Shares for which a Right was
exercisable immediately prior to such adjustment. Each Right held of record
prior to such adjustment of the number of Rights shall become that number of
Rights (calculated to the nearest one-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 calendar 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 practicable, cause to be distributed to
holders of record of Right Certificates on such record date Right Certificates
evidencing, subject to the provisions of Section 14 hereof, the additional
Rights to which such holders shall be entitled as a result of such adjustment,
or, at the option of the Company, shall cause to be distributed to such holders
of record in substitution and replacement for the Right Certificates

                                       17
<PAGE>

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 or kind of securities issuable upon the exercise of the Rights, the Right
Certificates theretofore and thereafter issued may continue to express the
Purchase Price and the number and kind of securities which were expressed in the
initial Right Certificate issued hereunder.

     (k)  Before taking any action that would cause an adjustment reducing the
Purchase Price below the then par value, if any, of the Common Shares or other
securities 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
Common Shares or such other securities 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 Common Shares or other securities of the Company, if any, issuable upon such
exercise over and above the number of Common Shares or other securities of the
Company, if any, issuable upon such exercise on the basis of the Purchase Price
in effect prior to such adjustment; provided, however, that the Company shall
deliver to such holder a due bill or other appropriate instrument evidencing
such holder's right to receive such additional Common Shares or other securities
upon the occurrence of the event requiring such adjustment.

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

     Section 12.  Certificate of Adjusted Purchase Price or Number of
Securities. Whenever an adjustment is made as provided in Section 11 or Section
13 hereof, the Company shall promptly (a) prepare a certificate setting forth
such adjustment and a brief statement of the facts accounting for such
adjustment, (b) file with the Rights Agent and with each transfer agent for the
Common Shares a copy of such certificate, and (c) if such adjustment is made
after the Distribution Date, mail a brief summary of such adjustment to each
holder of a Right Certificate in accordance with Section 25 hereof.


                                       18
<PAGE>

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

     (a)  In the event that, following the Share Acquisition Date, directly or
indirectly:

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

          (ii)   any Person shall consolidate with the Company, or merge with or
     into the Company and the Company shall be the continuing or surviving
     corporation of such merger or consolidation and, in connection with such
     merger or consolidation, all or part of the Common Shares shall be changed
     into or exchanged for stock or other securities of any other Person or cash
     or any other property; or

          (iii)  the Company shall be a party to any statutory share exchange
     with any other Person; or

          (iv)   the Company shall sell or otherwise transfer (or one or more of
     its Subsidiaries shall sell or otherwise transfer), in one or more
     transactions, assets or earning power (including, without limitation,
     securities creating any obligation on the part of the Company and/or any of
     its Subsidiaries) representing in the aggregate more than 50% of the assets
     or earning power of the Company and its Subsidiaries (taken as a whole) to
     any Person or Persons; then, and in each such case, proper provision shall
     be made so that (A) each holder of a Right (except as otherwise provided
     herein) shall thereafter have the right to receive, upon the exercise
     thereof in accordance with the terms of this Agreement at an exercise price
     per Right equal to the product of the then-current Purchase Price
     multiplied by the number of Common Shares for which a Right was exercisable
     immediately prior to the first occurrence of a Triggering Event, such
     number of validly authorized and issued, fully paid, nonassessable and
     freely tradable Common Shares of the Issuer, free and clear of any liens,
     encumbrances and other adverse claims and not subject to any rights of call
     or first refusal, as shall be equal to the result obtained by (x)
     multiplying the then-current Purchase Price by the number of Common Shares
     for which a Right is exercisable immediately prior to the first occurrence
     of a Triggering Event and dividing that product by (y) 50% of the current
     per share market price of the Common Shares of the Issuer (determined
     pursuant to Section 11(d) hereof), on the date of consummation of such
     Flip-over Event; (B) the Issuer shall thereafter be liable for, and shall
     assume, by virtue of the consummation of such Flip-over Event, all the
     obligations and duties of the Company pursuant to this Agreement; (C) the
     term "Company" shall thereafter be deemed to refer to the Issuer; and (D)
     the Issuer shall take such steps (including, without limitation, the
     reservation of a sufficient number of its Common Shares to permit the
     exercise of all outstanding Rights) in connection with such consummation as
     may be necessary to assure that the provisions hereof shall thereafter be
     applicable, as nearly as reasonably may be possible, in relation to its
     Common Shares thereafter deliverable upon the exercise of the Rights.


                                       19
<PAGE>

     (b)  For purposes of this Section 13, "Issuer" shall mean (i) in the case
of any Flip-over Event described in Sections 13(a)(i) or (ii) above, the Person
that is the continuing, surviving, resulting or acquiring Person (including the
Company as the continuing or surviving corporation of a transaction described in
Section 13(a)(ii) above), (ii) in the case of any Flip-over Event described in
Section 13(a)(iii) above, the Person acquiring the securities of the
shareholders of the Company in such exchange and (iii) in the case of any Flip-
over Event described in Section 13(a)(iv) above, the Person that is the party
receiving the greatest portion of the assets or earning power (including,
without limitation, securities creating any obligation on the part of the
Company and/or any of its Subsidiaries) transferred pursuant to such transaction
or transactions; provided, however, that, in any such case, (A) if (1) no class
of equity security of such Person is, at the time of such merger, consolidation
or transaction and has been continuously over the preceding 12-month period,
registered pursuant to Section 12 of the Exchange Act, and (2) such Person is a
Subsidiary, directly or indirectly, of another Person, a class of equity
security of which is and has been so registered, the term "Issuer" shall mean
such other Person; and (B) in case such Person is a Subsidiary, directly or
indirectly, of more than one Person, a class of equity security of two or more
of which are and have been so registered, the term Issuer shall mean whichever
of such Persons is the issuer of the equity security having the greatest
aggregate market value. Notwithstanding the foregoing, if the Issuer in any of
the Flip-over Events listed above is not a corporation or other legal entity
having outstanding equity securities, then, and in each such case, (x) if the
Issuer is directly or indirectly wholly owned by a corporation or other legal
entity having outstanding equity securities, then all references to Common
Shares of the Issuer shall be deemed to be references to the Common Shares of
the corporation or other legal entity having outstanding equity securities which
ultimately controls the Issuer, and (y) if there is no such corporation or other
legal entity having outstanding equity securities, (I) proper provision shall be
made so that the Issuer shall create or otherwise make available for purposes of
the exercise of the Rights in accordance with the terms of this Agreement, a
kind or kinds of security or securities having a fair market value at least
equal to the economic value of the Common Shares which each holder of a Right
would have been entitled to receive if the Issuer had been a corporation or
other legal entity having outstanding equity securities; and (II) all other
provisions of this Agreement shall apply to the issuer of such securities as if
such securities were Common Shares.

     (c)  The Company shall not consummate any Flip-over Event, unless  the
Issuer shall have a sufficient number of authorized Common Shares (or other
securities as contemplated in Section 13(b) above) which have not been issued or
reserved for issuance to permit the exercise in full of the Rights in accordance
with this Section 13 and unless prior to such consummation the Company and the
Issuer shall have executed and delivered to the Rights Agent a supplemental
agreement providing for the terms set forth in subsections (a) and (b) of this
Section 13 and further providing that as promptly as practicable after the
consummation of any Flip-over Event, the Issuer shall:

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

                                       20
<PAGE>

     prospectus at all times meeting the requirements of the Securities Act)
     until the Expiration Date;

          (ii)   take all 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; and

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

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

     Section 14.  Fractional Rights and Fractional Securities.

     (a)  The Company shall not be required to issue fractions of Right or to
distribute Right Certificates which evidence fractional Rights. In lieu of such
fractional Rights, the Company shall pay as promptly as practicable to the
registered holders of the Right Certificates with regard to which such
fractional Rights otherwise would be issuable, an amount in cash equal to the
same fraction of the current market value of a whole Right. For the purposes of
this Section 14(a), the current market value of a whole Right shall be the
closing price of the Rights for the Trading Day immediately prior to the date on
which such fractional Rights otherwise would have been issuable. The closing
price 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 NYSE or, if the Rights are not listed or admitted to trading on
the NYSE, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the Rights are listed or admitted to trading or, if the Rights are not
listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by NASDAQ or such other
system then in use or, if on any such date the Rights are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Rights selected by the Board of
Directors of the Company. If on any such date no such market maker is making a
market in the Rights, the fair value of the Rights on such date as determined in
good faith by the Board of Directors of the Company shall be used.

     (b)  The Company shall not be required to issue fractions of Common Shares
or other securities issuable upon exercise or exchange of the Rights or to
distribute certificates which evidence any such fractional securities. In lieu
of issuing any such fractional securities, the Company may pay to any Person to
whom or which such fractional securities would otherwise be issuable an amount
in cash equal to the same fraction of the current market value of one such

                                       21
<PAGE>

security. For purposes of this Section 14(b), the current market value of a
Common Share or other security issuable upon the exercise or exchange of Rights
shall be the closing price thereof (as determined in the same manner as set
forth for Common Shares in the second sentence of Section 11(d) hereof) for the
Trading Day immediately prior to the date of such exercise or exchange;
provided, however, that if neither the Common Shares nor any such other
securities are publicly held or listed or admitted to trading on any national
securities exchange, or the subject of available bid and asked quotes, the
current market value of one Common Share or such other security shall be
determined in good faith by the Board of Directors of the Company.

     Section 15.  Rights of Action. All rights of action in respect of  this
Agreement, excepting the rights of action given to the Rights Agent under
Section 18 hereof, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Shares); and any registered holder of any Right Certificate (or, prior to
the Distribution Date, of the Common Shares), without the consent of the Rights
Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the holder of any Common Shares), 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 Rights evidenced by such Right Certificate or Common Share
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
shall be entitled to specific performance of the obligations under this
Agreement, and injunctive relief against actual or threatened violations of the
obligations of any Person subject to this Agreement.

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

     (a)  Prior to the Distribution Date, the Rights shall be  transferable only
in connection with the transfer of the Common Shares;

     (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 of the Rights Agent designated for such purpose, duly endorsed or
accompanied by a proper instrument of transfer;

     (c)  The Company and the Rights Agent may deem and treat the person in
whose name the Right Certificate (or, prior to the Distribution Date, the
associated Common Share certificate) is registered as the absolute owner thereof
and of the Rights evidenced thereby (notwithstanding any notations of ownership
or writing on the Right Certificate or the associated Common Share certificate
made by anyone other than the Company or the Rights Agent) for all purposes
whatsoever, and neither the Company nor the Rights Agent shall be affected by
any notice to the contrary;

                                       22
<PAGE>

     (d)  Such holder expressly waives any right to receive any  fractional
Rights and any fractional securities upon exercise or exchange of a Right,
except as otherwise provided in Section 14 hereof; and

     (e)  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, however, that the Company shall 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 Shareholder.  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 Common Shares or any other
securities of the Company which may at any time be issuable upon the exercise of
the Rights represented thereby, nor shall anything contained herein or in any
Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a shareholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
shareholders (except as provided in Section 24 hereof), 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 of this Agreement or exchanged pursuant to the provisions of Section
27 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 other
disbursements incurred in the administration and execution of this Agreement and
the exercise and performance of its duties hereunder. The Company also agrees to
indemnify the Rights Agent for, and to hold it harmless against, any loss,
liability, suit, action, proceeding or expense, incurred without gross
negligence, bad faith or willful misconduct on the part of the Rights Agent, for
anything done or omitted by the Rights Agent in connection with the acceptance
and administration of this Agreement, including the costs and expenses of
defending against any claim of liability arising therefrom, directly or
indirectly.

     (b)  The Rights Agent shall be protected and shall incur no liability for
or in respect of any action taken, suffered or omitted by it in connection with
its administration of this Agreement in reliance upon any Right Certificate or
certificate evidencing Common Shares or other securities of the Company,
instrument of assignment or transfer, power of attorney, endorsement, affidavit,
letter, notice, direction, consent, certificate, statement or other paper or

                                       23
<PAGE>

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 Agent.

     (a)  Any corporation into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any corporation succeeding to the
corporate trust 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 hereof. 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
the 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:

     (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 be
proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by any one of the Chairman of the Board, the
President or any Vice President of the Company and delivered to the Rights
Agent; and such

                                       24
<PAGE>

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

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

     (d)  The Rights Agent shall not be liable for or by reason of any of the
statements of fact or recitals contained in this Agreement or in the 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 and delivery 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 adjustment required under the provisions of
Section 11 or Section 13 hereof (including any adjustment which results in
Rights becoming void) or responsible for the manner, method or amount of any
such adjustment or the ascertaining of the existence of facts that would require
any such adjustment (except with respect to the exercise of Rights evidenced by
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 stock or other securities to be
issued pursuant to this Agreement or any Right Certificate or as to whether any
shares of stock or other securities will, when issued, be validly authorized and
issued, fully paid and nonassessable.

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

     (g)  The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
one of the Chairman of the Board, the President or any Vice President 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 or suffered to
be taken by it in good faith in accordance with instructions of any such
officer.

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

     (i)  The Rights Agent may execute and exercise any of the rights or powers
hereby vested in it or perform any duty hereunder either itself or by or through
its attorneys or agents,

                                       25
<PAGE>

and the Rights Agent shall not be answerable or accountable for any act,
default, neglect or misconduct of any such attorneys or agents or for any loss
to the Company resulting from any such act, default, neglect or misconduct,
provided reasonable care was exercised in the selection and continued employment
thereof. The Rights Agent shall not be under any duty or responsibility to
insure compliance with any applicable federal or state securities laws in
connection with the issuance, transfer or exchange of Right Certificates.

     (j)  If, with respect to any Right Certificate surrendered to the  Rights
Agent for exercise, transfer, split up, combination or exchange, the certificate
attached to the form of assignment or form of election to purchase, as the case
may be, has either not been completed or indicates an affirmative response to
clause 1 or 2 thereof, the Rights Agent shall not take any further action with
respect to such requested exercise, transfer, split up, combination or exchange,
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 calendar days' notice in writing mailed to the Company and to each
transfer agent of the Common Shares by registered or certified mail, and 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 calendar 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 Shares by registered or certified
mail, and 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 calendar 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 corporation organized and doing
business under the laws of the United States or of the State of Georgia or the
State of New York (or of any other state of the United States so long as such
corporation is authorized to do business as a banking institution in the State
of Georgia or the State of New York), in good standing, having a principal
office in the State of Georgia or the State of New York, which is authorized
under such laws to exercise 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
million. 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 Shares,
and mail a notice thereof in writing to the registered holders of the Right
Certificates. Failure to give any notice provided for in this Section 21,
however, or any defect therein, shall not affect the legality

                                       26
<PAGE>

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 per share and the number or kind of securities issuable upon
exercise of the Rights made in accordance with the provisions of this Agreement.
In addition, in connection with the issuance or sale by the Company of Common
Shares following the Distribution Date and prior to the Expiration Date, the
Company (a) shall, with respect to Common Shares so issued or sold pursuant to
the exercise or conversion of securities issued prior to the Distribution Date
which are exercisable for, or convertible into, Common Shares, and (b) may, in
any other case, if deemed necessary, appropriate or desirable by the Board of
Directors of the Company, issue Right Certificates representing an equivalent
number of Rights as would have been issued in respect of such Common Shares if
they had been issued or sold prior to the Distribution Date, as appropriately
adjusted as provided herein as if they had been so issued or sold; provided,
however, that (i) no such Right Certificate shall be issued if, and to the
extent that, in its good faith judgment the Board of Directors of the Company
shall have determined that the issuance of such Right Certificate could have a
material adverse tax consequence to the Company or to the Person to whom or
which such Right Certificate otherwise would be issued, and (ii) no such Right
Certificate shall be issued if, and to the extent that, appropriate adjustment
otherwise shall have been made in lieu of the issuance thereof.

     Section 23.  Redemption.

     (a)  The Board of Directors of the Company may, at its option, redeem all
but not less than all of the then-outstanding Rights at the Redemption Price at
any time prior to the Close of Business on the later of (i) the Distribution
Date and (ii) the Share Acquisition Date, or on such later date as the Board of
Directors may designate prior to such time as the Rights are no longer
redeemable hereunder.

     (b)  Immediately upon the action of the Board of Directors of the Company
ordering the redemption of the Rights, and without any further action and
without any notice, the right to exercise the Rights shall terminate and the
only right thereafter of the holders of Rights shall be to receive the
Redemption Price. Promptly after the action of its Board of Directors ordering
the redemption of the Rights, the Company shall publicly announce such action,
and within 10 calendar days thereafter, the Company shall give notice of such
redemption to the holders of the then-outstanding Rights by mailing such notice
to all such holders at their last addresses as they appear upon the registry
books of the Company; provided, however, that the failure to give, or any defect
in, any such notice shall not affect the validity of the redemption of the
Rights. Any notice which is mailed in the manner herein provided shall be deemed
given, whether or not the holder receives the notice. The notice of redemption
mailed to the holders of Rights shall state the method by which the payment of
the Redemption Price will be made. The Company may, at its option, pay the
Redemption Price in cash, Common Shares (based upon the current per share market
price of the Common Shares (determined pursuant to Section 11(d) hereof) at the
time of redemption) or any other form of consideration deemed appropriate by the
Board of Directors of the Company (based upon the fair market value of such
other consideration, determined by the Board of Directors of

                                       27
<PAGE>

the Company in good faith) or any combination thereof.

     (c)  At any time following the Share Acquisition Date, the Board of
Directors of the Company may relinquish the right to redeem the Rights under
this Section 23 by duly adopting a resolution to that effect. Immediately upon
adoption of such resolution, the rights of the Board of Directors of the Company
to redeem the Rights shall terminate without further action and without any
notice. Promptly after adoption of such a resolution, the Company shall publicly
announce such action; provided, however, that the failure to give, or any defect
in, any such notice shall not affect the validity of the action of the Board of
Directors of the Company.

     (d)  If, following the occurrence of a Share Acquisition Date and following
the expiration of the right of redemption hereunder, (i) a Person who is an
Acquiring Person shall have transferred or otherwise disposed of a number of
Common Shares in one transaction or series of transactions, not directly or
indirectly involving the Company or any of its Subsidiaries, which did not
result in the occurrence of a Triggering Event such that such Person is
thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares,
and (ii) there are no other Persons immediately following the occurrence of the
event described in clause (i) who are Acquiring Persons, then the right of
redemption hereunder shall be reinstated and shall thereafter be exercisable
subject to the provisions of this Section 23.

     Section 24.  Notice of Certain Events.

     (a)  In case, after the Distribution Date, the Company shall propose (i) to
pay any dividend payable in stock of any class to the holders of Common Shares
or to make any other distribution to the holders of Common Shares (other than a
regular periodic cash dividend), (ii) to offer to the holders of Common Shares
rights, options or warrants to subscribe for or to purchase any additional
Common Shares or shares of stock of any class or any other securities, rights or
options, (iii) to effect any reclassification of its Common Shares (other than a
reclassification involving only the subdivision of outstanding Common Shares),
(iv) to effect any consolidation or merger into or with, or to effect any sale
or other transfer (or to permit one or more of its Subsidiaries to effect any
sale or other transfer), in one or more transactions, of assets or earning power
(including, without limitation, securities creating any obligation on the part
of the Company and/or any of its Subsidiaries) representing more than 50% of the
assets and 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 Certificate, in accordance with Section 25 hereof, a
notice of such proposed action, which shall specify the record date for the
purposes of such stock dividend, distribution or offering of rights, options or
warrants, or the date on which such reclassification, consolidation, merger,
sale, transfer, liquidation, dissolution, or winding up is to take place and the
date of participation therein by the holders of the Common Shares, if any such
date is to be fixed, and such notice shall be so given, in the case of any
action covered by clause (i) or (ii) above, at least 10 calendar days prior to
the record date for determining holders of the Common Shares for purposes of
such action, and, in the case of any such other action, at least 10 calendar
days prior to the date of the taking of such proposed action

                                       28
<PAGE>

or the date of participation therein by the holders of the Common Shares,
whichever shall be the earlier.

     (b)  In case any Triggering Event shall occur, then, in any such case, the
Company shall as soon as practicable thereafter give to the Rights Agent and
each holder of a Right Certificate, in accordance with Section 25 hereof, a
notice of the occurrence of such event, which shall specify the event and the
consequences of the event to holders of Rights.

     Section 25.  Notices.

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

                         _____________________________
                         _____________________________
                         Attention: Corporate Secretary

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

                         SunTrust Bank
                         Stock Transfer Trust Department
                         P.O. Box 4625
                         Atlanta, Georgia 30302
                         Attention: Department Manager

     (c)  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, if
prior to the Distribution Date, to the holder of any certificate evidencing
Common Shares) shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed to such holder at the address of such holder as shown
on the registry books of the Company.

     Section 26.  Supplements and Amendments. Prior to the Distribution Date and
subject to the last sentence of this Section 26, the Company may in its sole and
absolute discretion 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 Rights or shares of the Company. From and after the Distribution Date
and subject to the last sentence of this Section 26, the Company may in its sole
and absolute discretion 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 (i) to cure any ambiguity, (ii) to correct or supplement
any provision contained herein which may be defective or inconsistent with any
other provisions herein, (iii) to shorten or

                                       29
<PAGE>

lengthen any time period hereunder, or (iv) to supplement or amend the
provisions hereunder in any manner which the Company may deem desirable,
including, without limitation, the addition of other events requiring adjustment
to the Rights under Sections 11 or 13 hereof or procedures relating to the
redemption of the Rights, which supplement or amendment shall not, in the good
faith determination of the Board of Directors of the Company, adversely affect
the interests of the holders of Right Certificates (other than an Acquiring
Person or an Affiliate or Associate of an Acquiring Person). Upon the delivery
of a certificate from an officer of the Company that states that the proposed
supplement or amendment is in compliance with the terms of this Section 26, the
Rights Agent shall execute such supplement or amendment; provided, however, that
the failure or refusal of the Rights Agent to execute such supplement or
amendment shall not affect the validity of any supplement or amendment adopted
by the Company, any of which shall be effective in accordance with the terms
thereof. Notwithstanding anything in this Agreement to the contrary, no
supplement or amendment shall be made at such time as the Rights are not then
redeemable which decreases the stated Redemption Price or the period of time
remaining until the Final Expiration Date or which modifies a time period
relating to when the Rights may be redeemed.

     Section 27.  Exchange.

     (a)  The Board of Directors of the Company may, at its option, at any time
after the later of the Distribution Date and the first occurrence of a
Triggering Event, exchange all or part of the then-outstanding and exercisable
Rights (which shall not include Rights that have become void pursuant to the
provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio
of one Common Share per Right, appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the date hereof
(such exchange ratio being hereinafter referred to as the "Exchange Ratio").
Notwithstanding the foregoing, the Board of Directors shall not be empowered to
effect such exchange at any time after any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or any such
Subsidiary, or any entity holding Common Shares for or pursuant to the terms of
any such plan), together with all Affiliates and Associates of such Person,
becomes the Beneficial Owner of 50% or more of the Common Shares then
outstanding.

     (b)  Immediately upon the action of the Board of Directors of the Company
ordering the exchange of any Rights pursuant to Section 27(a) hereof, and
without any further action and without any notice, the right to exercise such
Rights shall terminate and the only right with respect to such Rights thereafter
of the holder of such Rights shall be to receive that number of Common Shares
equal to the number of such Rights held by such holder multiplied by the
Exchange Ratio. Promptly after the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to Section 27(a) hereof,
the Company shall publicly announce such action, and within 10 calendar days
thereafter shall give notice of any such exchange to all of the holders of such
Rights at their last addresses as they appear upon the registry books of the
Rights Agent; provided, however, 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 shall state the method
by which the exchange of the Common Shares for Rights will be effected and, in
the event of any partial exchange, the number of Rights which will be

                                       30
<PAGE>

exchanged. Any partial exchange shall be effected pro rata based on the number
of Rights (other than Rights which have become void pursuant to the provisions
of Section 11(a)(ii) hereof) held by each holder of Rights.

     (c)  In any exchange pursuant to this Section 27, the Company, at  its
option, may substitute for any Common Share exchangeable for a Right, (i)
equivalent common shares (as such term is used in Section 11(a)(iii) hereof),
(ii) cash, (iii) debt securities of the Company, (iv) other assets, or (v) any
combination of the foregoing, in any event having an aggregate value which the
Board of Directors of the Company shall have determined in good faith to be
equal to the current market value of one Common Share (determined pursuant to
Section 11(d) hereof) on the Trading Day immediately preceding the date of
exchange pursuant to this Section 27.

     Section 28.  Successors; Certain Covenants.  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.  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 Common Shares) 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 (or prior to the Distribution Date, the Common Shares).

     Section 30.  Determinations and Actions by the Board of  Directors, etc.
For all purposes of this Agreement, any calculation of the number of Common
Shares or other securities outstanding at any particular time, including for
purposes of determining the particular percentage of such outstanding shares of
which any Person is the Beneficial Owner, shall be made in accordance with the
last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under
the Exchange Act 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 of Directors or to the Company, or as may be necessary or
advisable in the administration of this Agreement, including, without
limitation, the right and power to (i) interpret the provisions of this
Agreement, and (ii) make all determinations deemed necessary or advisable for
the administration of this Agreement (including a determination to redeem or
exchange or not to redeem or exchange the Rights or to supplement or 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 of Directors 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 any member of
the Board to any liability to the holders of the Rights.

     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

                                       31
<PAGE>

Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.

     Section 32.  Governing Law. This Agreement and each Right  Certificate
issued hereunder shall be deemed to be a contract made under the internal
substantive laws of the State of Georgia and for all purposes shall be governed
by and construed in accordance with the internal substantive laws of such State
applicable to contracts to be made and performed entirely within such State.

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

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

                                       32
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

     [SEAL]

<TABLE>
<CAPTION>
     Attest:                                 CERTEGY INC.
     <S>                                     <C>
     By:  /s/ Gary Wilbanks                  By:  /s/ Bruce S. Richards
        -----------------------------           ----------------------------
        Name:   Gary Wilbanks                Name: Bruce S. Richards
        Title: Assistant Secretary           Title: Corporate Vice President, General
                                                     Counsel and Secretary

     [SEAL]

     Attest:                                 SUNTRUST BANK

     By:  /s/ Sandra Benefield               By:  /s/ Letitia A. Radford
        -----------------------------           ----------------------------
        Name:   Sandra Benefield             Name:   Letitia A. Radford
        Title: Assistant Vice President      Title: Vice President
</TABLE>


                                       33
<PAGE>

                                   Exhibit A
                           Form of Right Certificate
                                    Rights

Certificate No. R-

NOT EXERCISABLE AFTER ___________, 2011 OR EARLIER IF REDEEMED. THE RIGHTS ARE
                                                                ---
SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER RIGHT ON THE
TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES SPECIFIED
IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN
AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN
THE RIGHTS AGREEMENT) MAY BECOME NULL AND VOID.

                               Right Certificate

                                 Certegy Inc.

     This certifies that _______________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of ____________, 2001 (the "Rights Agreement"), between
Certegy Inc., a Georgia corporation (the "Company"), and SunTrust Bank, a
Georgia banking corporation (the "Rights Agent"), to purchase from the Company
at any time after the Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 P.M. (Eastern time) on ____________, 2011 at the
principal office or offices of the Rights Agent designated for such purpose, one
fully paid nonassessable share of common stock, par value $.01 per share (the
"Common Shares"), of the Company, at a purchase price of [$____] per Common
Share (the "Purchase Price"), upon presentation and surrender of this Right
Certificate with the Form of Election to Purchase and related Certificate duly
executed. If this Right Certificate shall be exercised in part, the holder shall
be entitled to receive upon surrender hereof another Right Certificate or Right
Certificates for the number of whole Rights not exercised. The number of Rights
evidenced by this Right Certificate (and the number of Common Shares which may
be purchased upon exercise thereof) set forth above, and the Purchase Price set
forth above, are the number and Purchase Price as of ___________, 2001, based on
the Common Shares as constituted at such date.

     As provided in the Rights Agreement, the Purchase Price and the number and
kind of securities issuable upon the exercise of the Rights evidenced by this
Right Certificate are subject to adjustment upon the happening of certain
events.

     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 of the Rights Agent,
the Company and the holders of the Right Certificates, which limitations of
rights

                                       34
<PAGE>

include the temporary suspension of the exercisability of the Rights under the
circumstances specified in the Rights Agreement. Copies of the Rights Agreement
are on file at the above-mentioned office of the Rights Agent.

     Pursuant to the Rights Agreement, from and after the later of the
Distribution Date and the first occurrence of a Flip-in Event (as such term is
defined in the Rights Agreement), (i) any Rights that are or were acquired or
beneficially owned by any Acquiring Person (or any Affiliate or Associate of
such Acquiring Person) shall be void and any holder of such Rights shall
thereafter have no right to exercise such Rights under any provision of the
Rights Agreement, (ii) no Right Certificate shall be issued pursuant to the
Rights Agreement that represents Rights beneficially owned by an Acquiring
Person or any Affiliate or Associate thereof, (iii) no Right Certificate shall
be issued at any time upon the transfer of any Rights to an Acquiring Person or
any Affiliate or Associate thereof or to any nominee of such Acquiring Person or
Affiliate or Associate thereof, and (iv) any Right Certificate delivered to the
Rights Agent for transfer to an Acquiring Person or any Affiliate or Associate
thereof shall be cancelled.

     This Right Certificate, with or without other Right Certificates, may be
transferred, split up, combined or exchanged for another Right Certificate or
Right Certificates, entitling the holder to purchase a like number of Common
Shares (or other securities, as the case may be) as the Right Certificate or
Right Certificates surrendered shall have entitled such holder (or former holder
in the case of a transfer) to purchase, upon presentation and surrender hereof
at the principal office of the Rights Agent designated for such purpose, with
the Form of Assignment (if appropriate) and the related Certificate duly
executed.

     Subject to the provisions of the Rights Agreement, the Rights evidenced by
this Certificate may be redeemed by the Company at its option at a redemption
price of $0.01 per Right. The Rights Agreement may be supplemented and amended
by the Company, as provided therein.

     The Company is not required to issue fractional Common Shares or other
securities issuable upon the exercise of any Right or Rights evidenced hereby.
In lieu of issuing such fractional Common Shares or other securities, the
Company may make a cash payment, as provided in the Rights Agreement.

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


                                       35
<PAGE>

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

     WITNESS the facsimile signature of the proper officers of the Company and
its corporate seal. Dated as of __________, 20__.

     ATTEST:                            Certegy Inc.

     By:______________________          By:_______________________
        Secretary                          Title:

[SEAL]

Countersigned:

SunTrust Bank

By:_________________________
   Authorized Signature

                                       36
<PAGE>

                   Form of Reverse Side of Right Certificate

                              FORM OF ASSIGNMENT

               (To be executed by the registered holder if such
               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:

                                       37
<PAGE>

                                  CERTIFICATE

  The undersigned hereby certifies by checking the appropriate boxes that:

     (1)  the Rights evidenced by this Right Certificate [ ] are [ ] are not
being sold, assigned, transferred, split up, combined or exchanged by or on
behalf of a Person who is or was an Acquiring Person or an Affiliate or
Associate of any such 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

                                       38
<PAGE>

                         FORM OF ELECTION TO PURCHASE

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

To Certegy Inc.

     The undersigned hereby irrevocably elects to exercise ________ Rights
represented by this Right Certificate to purchase the Common Shares or other
securities issuable upon the exercise of such Rights and requests that
certificates for such securities be issued in the name of:

     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 remaining 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)

     Optional Election to Exercise without Payment of Cash:

     With respect to the exercise of the ________ Rights specified above, the
undersigned hereby elects to exercise such Rights without payment of cash and to
receive a number of Common Shares or other securities having a value (as
determined pursuant to the Rights Agreement) equal to the difference between (i)
the value of the Common Shares or other securities that would have been issuable
upon the exercise thereof upon payment of the cash amount as provided in the
Rights Agreement, and (ii) the amount of such cash payment.

     Dated: __________, 20__

                                                  ___________________________
                                                  Signature

     Signature Guaranteed:

                                       39
<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 Person (as such terms are defined pursuant
to the Rights Agreement);

     (2)  after due inquiry and to the best knowledge of the undersigned, it [ ]
did [ ] did not acquire the Rights evidenced by this 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

                                       40
<PAGE>

                                    NOTICE

     Signatures on the foregoing Form of Assignment and Form of Election to
Purchase and in the related Certificates 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.

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

                                       41