Exhibit 4


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                                    GPU, INC.

                                       and

                    CHASEMELLON SHAREHOLDER SERVICES, L.L.C.

                                  Rights Agent

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

                            Form of Rights Agreement

                           Dated as of August __, 1998

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<PAGE>

                                Table of Contents

                                                                            Page

Section 1. Certain Definition                                               2
Section 2. Appointment of Rights Agent                                      5
Section 3. Issue of Rights Certificates                                     5
Section 4. Form of Rights Certificates                                      8
Section 5. Countersignature and Registration                                9
Section 6. Transfer, Split Up, Combination and Exchange of Rights
            Certificates; Mutilated, Destroyed, Lost or Stolen Rights
            Certificates                                                   10
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights   11
Section 8. Cancellation and Destruction of Rights Certificates             14
Section 9. Reservation and Availability of Common Stock                    15
Section 10. Common Stock Record Date                                       16
Section 11. Adjustment of Purchase Price, Number and Kind of Shares or
            Number of Rights                                               17
Section 12. Certificate of Adjusted Purchase Price or Number of Shares     31
Section 13. Consolidation, Merger or Sale or Transfer of Assets or
            Earning Power                                                  31
Section 14. Additional Covenant                                            35
Section 15. Fractional Rights and Fractional Shares                        35
Section 16. Rights of Action                                               37
Section 17. Agreement of Rights Holders                                    38
Section 18. Rights of Certificate Holder Not Deemed a Stockholder          39
Section 19. Concerning the Rights Agent                                    39
Section 20. Merger or Consolidation or Change of Name of Rights Agent      40
Section 21. Duties of Rights Agent                                         41
Section 22. Change of Rights Agent                                         45
Section 23. Issuance of New Rights Certificates                            46
Section 24. Exchange                                                       47
Section 25. Redemption and Termination                                     48
Section 26. Notice of Certain Events                                       50
Section 27. Notices                                                        51
Section 28. Supplements and Amendments                                     52
Section 29. Determination and Actions by the Board of Directors, etc.      53
Section 30. Successors                                                     53
Section 31. Benefits of this Agreement                                     54
Section 32. Severability                                                   54
Section 33. Governing Law                                                  54
Section 34. Counterparts                                                   54
Section 35. Descriptive Headings                                           54

                             

<PAGE>



Exhibit A - Form of Rights Certificate

Exhibit B - Form of Summary of Rights




































                                       ii


<PAGE>

                                RIGHTS AGREEMENT

            This  Agreement,  dated as of August __, 1998,  between GPU, Inc., a
Pennsylvania corporation (the "Company"), and ChaseMellon Shareholder
Services, L.L.C. (the "Rights Agent").

                               W I T N E S S E T H

            WHEREAS,  the Board of Directors of the Company has  authorized  and
declared a dividend  distribution of one common stock purchase right (a "Right")
for each  outstanding  share of Common Stock,  par value $2.50 per share, of the
Company (the "Common  Stock")  outstanding at the close of business on the tenth
business day following the first public  announcement  by the Company of receipt
of approval of the dividend by the Securities and Exchange  Commission  pursuant
to the Public  Utility  Holding  Company Act of 1935 (the "Record  Date"),  each
Right  representing  the right to purchase one tenth of a share of Common Stock,
upon the terms and subject to the conditions  set forth herein,  and has further
authorized  and directed the issuance of one Right with respect to each share of
Common  Stock that shall  become  outstanding  between  the Record  Date and the
earliest of the  Distribution  Date, the Redemption  Date or the Expiration Date
(as such terms are hereinafter defined);  provided,  however, that Rights may be
issued  with  respect to shares of Common  Stock that shall  become  outstanding
after the Distribution  Date and prior to the earlier of the Redemption Date and
the  Expiration  Date in  accordance  with the  provisions of Section 23 of this
Agreement;

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

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

            (a)  "Acquiring  Person"  shall  mean any  Person  (as such  term is
hereinafter defined) who or which, together with all Affiliates (as such term is
hereinafter  defined) and Associates  (as such term is  hereinafter  defined) of
such  Person,  without  the  prior  approval  of the Board of  Directors  of the
Company,  shall be the  Beneficial  Owner of 10% or more of the shares of Common
Stock then  outstanding or who was such a Beneficial Owner at any time after the
date hereof,  whether or not such Person continues to be the Beneficial Owner of
10% or more of the outstanding shares of Common Stock, but shall not include the
Company,  any subsidiary of the Company (as such term is  hereinafter  defined),
any  employee  benefit  plan of the  Company or any of its  subsidiaries  or any
entity holding shares of Common Stock organized, appointed or established by the
Company or any of its subsidiaries for or pursuant to the terms of any such plan
or any trustee or administrator  of any such plan;  provided,  however,  that no
Person shall be an Acquiring  Person if such Person became the Beneficial  Owner
of shares of Common Stock or otherwise  became an Acquiring  Person (but for the
operation of this  proviso)  inadvertently  (or in the good faith belief that an
acquisition of Common Shares would not cause it to become an Acquiring Person or
was unaware of this Rights  Agreement)  if both (i) within three  Business  Days
after such Person  discovers  that it would  otherwise  have become an Acquiring
Person such Person  notifies  the Board of  Directors  of the Company  that such
Person would  (absent the  operation of this  proviso)  have become an Acquiring
Person  inadvertently  and (ii) within ten Business Days after such notification
(or such greater time period as the Board of Directors of the Company may set by
a duly adopted resolution prior to such tenth Business Day), such Person divests
itself of a  sufficient  number of shares of Common Stock so that such Person is
no  longer  the  Beneficial  Owner of 10% or more of the  outstanding  shares of
Common Stock.

                                       2
<PAGE>

            (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  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  as in
effect on the date of this Agreement.

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

               (i)  which  such  Person  or  any of  such  Person's  Affiliates
          or Associates beneficially owns, directly or indirectly;

               (ii) which such Person or any of such Person's  Affiliates or 
          Associates  has (A) the right or obligation  to acquire  (whether such
          right or obligation is  exercisable  or effective  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 (other than these Rights),
          warrants or options, or otherwise;  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 such Person or any of such Person's  Affiliates or Associates until
          such tendered securities are accepted for purchase or exchange; or (B)
          the  right  to  vote  pursuant  to  any   agreement,   arrangement  or
          understanding (whether or not in writing);  provided,  however, that a
          Person  shall  be not be  deemed  the  "Beneficial  Owner"  of,  or to
          "beneficially  own,"  any  security  under  this  clause  (B)  if  the
          agreement,  arrangement  or  understanding  to vote such  security (1)
          arises  solely  from a  revocable  proxy given in response to a public
          proxy or consent  solicitation  made  pursuant  to, and in  accordance
          with, the applicable rules and regulations of the Exchange Act and (2)
          

                                       3
<PAGE>

          is not also then  reportable  by such person on Schedule 13D under the
          Exchange Act (or any comparable or successor report); or

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

               (d) "Business Day" shall mean any day other than a Saturday, 
Sunday,  or a day on which banking  institutions  in the State of New Jersey 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., Massachusetts time, on such date; provided,  however, that if such date is
not a  Business  Day it shall  mean 5:00  P.M.,  New  Jersey  time,  on the next
succeeding Business Day.

               (f) "Common Stock" shall mean the Common Stock,  par value $2.50
per share,  of the Company,  except that "Common Stock" when used with reference
to any Person  other than the  Company  shall  mean the  capital  stock with the
greatest voting power, or the equity  securities or other equity interest having
power to control or direct the management,  of such Person or, if such Person is
a subsidiary  of another  Person,  the Person  which  ultimately  controls  such
first-mentioned  Person and which has issued and outstanding such capital stock,
equity securities or equity interests.

            (g)  "Person"  shall  mean  any   individual,   firm,   corporation,
partnership or other entity.

            (h) "Rights  Agreement"  shall mean this Agreement,  including as it
may hereafter be amended.

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<PAGE>

            (i)  "Stock  Acquisition  Date"  shall mean the first date of public
announcement by the Company or an Acquiring  Person that an Acquiring Person has
become such.  However, a Stock Acquisition Date shall not occur if a Person does
not become an  Acquiring  Person by reason of the proviso in the  definition  of
"Acquiring Person".

            (j) A "subsidiary" of any Person shall mean any corporation or other
entity of which a majority of the voting power of the voting  equity  securities
or voting interests is owned,  directly or indirectly,  by such Person, or which
is otherwise controlled by such Person.

     Section 2.  Appointment of Rights Agent. The Company hereby appoints
the Rights  Agent to act as agent for the Company in  accordance  with the terms
and conditions hereof, and the Rights Agent hereby accepts such appointment. The
Company  may from  time to time  appoint  such  Co-Rights  Agents as it may deem
necessary or desirable,  upon ten (10) days' prior written  notice to the Rights
Agent.  The Rights  Agent  shall have no duty to  supervise,  and in no event be
liable for, the acts or omissions of any such co-Rights  Agent. In the event the
Company  appoints one or more Co-Rights  Agents,  the  respective  duties of the
Rights Agents and any Co-Rights Agents shall be as the Company shall determine.

     Section 3.  Issue of Rights Certificates 

             (a) Until the  earlier of (i) the Stock  Acquisition  Date,  (ii) 
the tenth  Business Day after the date of the  commencement  of, or first public
announcement of the intent of any Person (other than the Company, any subsidiary
of the  Company,  or any  employee  benefit  plan of the  Company  or any of its
subsidiaries or any trustee or administrator of any such plan in its capacity as
such) to  commence  (which  intention  to  commence  remains  in effect for five



                                       5
<PAGE>

business days after such  announcement),  a tenderor  exchange offer which would
result in such Person  becoming  an  Acquiring  Person or, if such event  occurs
before the Record Date,  the Record Date (or such later date  determined  by the
Board of  Directors  of the Company  which date shall not be later than the date
specified  in (i)) (the  earlier of such dates being  herein  referred to as the
"Distribution  Date"),  (x)  the  Rights  will  be  evidenced  (subject  to  the
provisions  of paragraph (b) of this Section 3) by the  certificates  for Common
Stock  registered  in the  names  of the  holders  of the  Common  Stock  (which
certificates  for  Common  Stock  shall be deemed  also to be  certificates  for
Rights) and not by separate  certificates,  and (y) the Rights (and the right to
receive certificates  therefor) will be transferable only in connection with the
transfer of the underlying  shares of Common Stock  (including a transfer to the
Company);  provided,  however,  that if a tender or exchange offer is terminated
prior to the occurrence of the  Distribution  Date,  then no  Distribution  Date
shall occur as a result of that tender or exchange offer. As soon as practicable
after the Distribution Date, the Rights Agent will send by first-class, insured,
postage  prepaid mail, to each record holder of the Common Stock as of the close
of business on the Distribution Date, at the address of such holder shown on the
records of the Company,  a certificate for Rights,  in substantially the form of
Exhibit B hereto  (the  "Rights  Certificates"),  evidencing  one Right for each
share of Common Stock so held. As of and after the Distribution Date, the Rights
will be evidenced solely by such Rights Certificates.

            (b) With respect to certificates for the Common Stock outstanding as
of the  date  of  this  Agreement,  until  the  Distribution  Date  (or  earlier
redemption,  expiration  or  termination  of the  Rights),  the  Rights  will be
evidenced by such  certificates for the Common Stock and the registered  holders
of the Common  Stock  shall  also be the  registered  holders of the  associated
Rights.  Until the  Distribution  Date (or  earlier  redemption,  expiration  or
termination  of  the  Rights),   the  surrender  for  transfer  of  any  of  the
certificates for the Common Stock outstanding on the Record Date shall also



                                       6
<PAGE>

constitute  the  transfer  of  the  Rights  associated  with  the  Common  Stock
represented by such certificate. Upon the request of the holder of any shares of
Common  Stock or, after the  Distribution  Date,  the holder of any Rights,  the
Company  shall,  at its expense,  provide a copy of the Summary of Rights in the
form attached hereto as Exhibit C.

            (c)  Certificates  for the  Common  Stock  issued  (or which  become
outstanding)  after the Effective  Date (or as soon  thereafter as is reasonably
practicable),  but  prior  to  the  earlier  of  the  Distribution  Date  or the
Expiration Date (as such term is hereinafter  defined),  shall be deemed also to
be certificates for Rights, and shall have impressed,  printed, stamped, written
or otherwise affixed onto them the following legend:

            This  certificate  also  evidences  and  entitles the holder
     hereof  to  certain  Rights  as set  forth in a Rights  Agreement
     between GPU, Inc. and ChaseMellon  Shareholder  Services,  L.L.C.
     (the  "Rights  Agent")  dated as of August __, 1998 (the  "Rights
     Agreement"), the terms of which are hereby incorporated herein by
     reference and a copy of which is on file at the principal offices
     of GPU, Inc..  Under certain  circumstances,  as set forth in the
     Rights Agreement, such Rights may be redeemed, may expire, or may
     be  evidenced  by  separate  certificates  and will no  longer be
     evidenced by this certificate.  GPU, Inc. will mail to the holder
     of this certificate a copy of the Rights Agreement without charge
     within fifteen days after receipt of a written request  therefor.
     Under certain  circumstances,  Rights issued to Acquiring Persons
     (as defined in the Rights  Agreement) or certain  related persons
     and any  subsequent  holder of such  Rights may  become  null and
     void.

With respect to such  certificates  containing the foregoing  legend,  until the
Distribution  Date, the Rights  associated with the Common Stock  represented by
such  certificates  shall  be  evidenced  by such  certificates  alone,  and the
surrender for transfer of any of such  certificates  shall also  constitute  the
transfer of the Rights  associated  with the Common  Stock  represented  by such
certificate. If the Company purchases or otherwise acquires shares of Common


                                       7
<PAGE>


Stock prior to the  Distribution  Date, any Rights  associated  with such Common
Stock shall be deemed  canceled  and  retired so that the  Company  shall not be
entitled to exercise any Right  associated with the shares of Common Stock which
are no longer outstanding.

            Section 4.  Form of Rights Certificates

                 (a) The Rights  Certificates  (and the forms of election to 
purchase  shares and of assignment to be printed on the reverse  thereof)  shall
each be  substantially  in the form set forth in  Exhibit A hereto  and may have
such marks of  identification  or  designation  and such  legends,  summaries or
endorsements  printed thereon as the Company may deem appropriate and as are not
inconsistent  with the  provisions of this  Agreement,  or as may be required to
comply with any  applicable  law or with any rule or  regulation  made  pursuant
thereto or with any rule or regulation of any stock exchange on which the Rights
may  from  time to time be  listed,  or to  conform  to  usage.  Subject  to the
provisions  of Section  11 and  Section  23  hereof,  the  Rights  Certificates,
whenever  distributed,  on their  face  shall  entitle  the  holders  thereof to
purchase such number of shares (or  fractions  thereof) of Common Stock as shall
be set forth  therein at the price per share set forth  therein  (the  "Purchase
Price"),  but the number of such shares and the Purchase  Price shall be subject
to adjustment as provided herein.

                 (b) Any  Rights  Certificate  issued  pursuant  to  Section  
3(a) or  Section  23 hereof  that  represents  Rights  beneficially  owned by an
Acquiring  Person  or  any  Associate  or  Affiliate   thereof  and  any  Rights
Certificate  issued  at any time  upon the  transfer  of any  Rights  to such an
Acquiring Person or any Associate or Affiliate thereof or to any nominee of such
Acquiring  Person,  Associate or Affiliate,  and any Rights  Certificate  issued
pursuant  to Section 6 or Section 11 upon  transfer,  exchange,  replacement  or
adjustment of any other Rights Certificate  referred to in this sentence,  shall
contain the following legend:


                                       8
<PAGE>

     The Rights  represented by this Rights Certificate were issued to
     a  Person  who was an  Acquiring  Person  or an  Affiliate  or an
     Associate  of an  Acquiring  Person (as such terms are defined in
     the Rights Agreement).  Accordingly,  this Rights Certificate and
     the Rights represented hereby are null and void.

The  provisions  of Section  7(e) of this Rights  Agreement  shall be  operative
whether or not the foregoing legend is contained on any such Rights Certificate.

            Section 5.  Countersignature and Registration. The Rights 
Certificates  shall be executed on behalf of the Company by its  Chairman of the
Board,  any Vice  Chairman of the Board,  any  President or any Vice  President,
either  manually or by facsimile  signature,  and shall have affixed thereto the
Company's  seal or a facsimile  thereof which shall be attested by the Secretary
or an  Assistant  Secretary  of the  Company,  either  manually or by  facsimile
signature. The Rights Certificates shall be 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 Rights  Certificates
shall cease to be such  officer of the Company  before  countersignature  by the
Rights Agent and issuance and delivery by the Company, such Rights Certificates,
nevertheless, may be countersigned by the Rights Agent, and issued and delivered
by the  Company  with the same  force and effect as though the person who signed
such Rights  Certificates had not ceased to be such officer of the Company;  and
any  Rights  Certificates  may be signed on behalf of the  Company by any person
who, at the actual date of the execution of such Rights Certificate,  shall be a
proper officer of the Company to sign such Rights  Certificate,  although at the
date of the  execution of this Rights  Agreement any such person was not such an
officer.

            Following the Distribution Date, the Rights Agent will keep or cause
to be kept, at one of its offices,  books for  registration  and transfer of the
Rights Certificates issued hereunder. Such books shall show the names and


                                       9
<PAGE>

addresses of the respective  holders of the Rights  Certificates,  the number of
Rights  evidenced  on its  face  by  each  of the  Rights  Certificates  and the
certificate number and the date of each of the Rights Certificates.

            Section 6.  Transfer, Split Up, Combination and Exchange of
Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.
Subject to the  provisions of Section 4(b),  Section 7(e) and Section 15 hereof,
at any time after the close of  business  on the  Distribution  Date,  and at or
prior to the close of business on the Expiration Date, any Rights Certificate or
Certificates  may be  transferred,  split up,  combined or exchanged for another
Rights  Certificate or Rights  Certificates,  entitling the registered holder to
purchase a like number of shares (or  fractions  thereof) of Common Stock as the
Rights Certificate or Rights Certificates  surrendered then entitled such holder
to purchase.  Any registered  holder desiring to transfer,  split up, combine or
exchange any Rights  Certificate shall make such request in writing delivered to
the  Rights  Agent,  and  shall  surrender  the  Rights  Certificate  or  Rights
Certificates to be transferred, split up, combined or exchanged at the principal
office of the Rights  Agent.  Thereupon the Rights Agent shall  countersign  and
deliver  to  the  Person  entitled  thereto  a  Rights   Certificate  or  Rights
Certificates,  as the case may be, as so  requested.  The  Company  may  require
payment of a sum sufficient to cover any tax or governmental  charge that may be
imposed in connection  with any transfer,  split up,  combination or exchange of
Rights Certificates.

            Upon  receipt  by the  Company  and the  Rights  Agent  of  evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Rights Certificate,  and, in case of loss, theft or destruction,  of indemnity
or security  reasonably  satisfactory to them, and  reimbursement to the Company
and the Rights Agent of all reasonable  expenses  incidental  thereto,  and upon
surrender to the Rights Agent and cancellation of the Rights Certificate if


                                       10
<PAGE>

mutilated, the Company will execute and deliver a new Rights Certificate of like
tenor to the Rights Agent for  countersignature  and delivery to the  registered
owner in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.

            Section 7.  Exercise of Rights; Purchase Price; Expiration Date
of Rights
                (a) Subject to Section 7(e)  hereof,  the  registered  holder 
of any Rights  Certificate may exercise the Rights evidenced  thereby (except as
otherwise  provided  herein)  in  whole  or  in  part  at  any  time  after  the
Distribution  Date  upon  presentation  of  the  Rights  Certificate,  with  the
appropriate  form of  election to purchase  on the  reverse  side  thereof  duly
executed,  to the Rights  Agent at the  principal  office of the  Rights  Agent,
together  with payment of the Purchase  Price for each share of Common Stock (or
such  other  number of shares or other  securities)  as to which the  Rights are
exercised,  at or prior to the earlier of (i) the close of business on August 6,
2008 (the  "Final  Expiration  Date"),  or (ii) the time at which the Rights are
redeemed  as  provided  in Section 25 hereof  (such  earlier  time being  herein
referred to as the "Expiration  Date").  Notwithstanding  any other provision of
this Agreement,  any Person who prior to the Distribution  Date becomes a record
holder of shares of Common  Stock may exercise all of the rights of a registered
holder of a Rights  Certificate with respect to the Rights  associated with such
shares of Common Stock in accordance  with and subject to the provisions of this
Agreement,  including the provisions of Sections 4(b), 6 and 7(e) hereof,  as of
the date such Person becomes a record holder of shares of Common Stock.

                 (b) Subject to the terms and conditions set forth herein,  
including the provisions of Sections 11 and 13 hereof,  when  exercisable,  each
Right  shall  represent  the  right to  purchase  one tenth of a share of Common
Stock.  The Purchase  Price for each full share of Common Stock  pursuant to the
exercise of a Right shall  initially be $120 (being $12 per one tenth of a share
of Common Stock),  shall be subject to adjustment  from time to time as provided
in Sections 11 and 13 hereof and shall be payable in lawful  money of the United
States of America in accordance with paragraph (c) below.


                                       11
<PAGE>

               (c) Upon receipt of a Rights Certificate representing exercisable
Rights,  with the  appropriate  form of  election  to  purchase  duly  executed,
accompanied by payment of the Purchase Price for the shares (or other securities
or property) to be purchased and an amount equal to any applicable  transfer tax
(as determined by the Rights Agent) in cash, or by certified check or bank draft
payable to the order of the Company,  the Rights Agent shall, subject to Section
21(k),  thereupon  promptly (i) (A)  requisition  from any transfer agent of the
shares of Common Stock (or make  available,  if the Rights Agent is the transfer
agent) certificates for the number of shares of Common Stock to be purchased and
the Company hereby irrevocably  authorizes its transfer agent to comply with all
such requests, or (B) if the Company, in its sole discretion, shall have elected
to deposit  the shares of Common  Stock  issuable  upon  exercise  of the Rights
hereunder into a depositary,  requisition  from the depositary  agent depositary
receipts  representing  such  number  of  shares  of  Common  Stock as are to be
purchased (in which case certificates for the shares of Common Stock represented
by such receipts  shall be deposited by the transfer  agent with the  depositary
agent) and the  Company  will  direct the  depositary  agent to comply with such
request, (ii) when appropriate, requisition from the Company the amount of cash,
if any, to be paid in lieu of issuance of fractional  shares in accordance  with
Section l5, (iii)  promptly  after  receipt of such  certificates  or depositary
receipts,  cause the same to be delivered to or upon the order of the registered
holder of such Rights  Certificate,  registered  in such name or names as may be
designated  by such holder and (iv) when  appropriate,  after  receipt  promptly
deliver such cash to or upon the order of the  registered  holder of such Rights
Certificate.  In the  event  that  the  Company  is  obligated  to  issue  other
securities of the Company,  and/or distribute other property pursuant to Section
11(a),  the  Company  will make all  arrangements  necessary  so that such other
securities  and/or property are available for  distribution by the Rights Agent,


                                       12
<PAGE>

if and when appropriate.  In addition,  in the case of an exercise of the Rights
by a holder  pursuant to Section  11(a)(ii),  the Rights Agent shall return such
Rights  Certificate to the registered holder thereof after imprinting,  stamping
or  otherwise  indicating  thereon  that the rights  represented  by such Rights
Certificate  no longer include the rights  provided by Section  11(a)(ii) of the
Rights  Agreement  and if less than all the Rights  represented  by such  Rights
Certificate  were so  exercised,  the Rights Agent shall  indicate on the Rights
Certificate the number of Rights  represented  thereby which continue to include
the rights provided by Section 11(a)(ii).

               (d) In case the registered holder of any Rights Certificate shall
exercise  (except  pursuant  to  Section  11(a)(ii))  less  than all the  Rights
evidenced thereby, a new Rights Certificate  evidencing Rights equivalent to the
Rights remaining  unexercised  shall be issued by the Rights Agent and delivered
to the registered  holder of such Rights  Certificate or to his duly  authorized
assigns, subject to the provisions of Section l5 hereof.

               (e) Notwithstanding anything in this Agreement to the contrary,
from and after the time an  Acquiring  Person  first  becomes  such,  any Rights
beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of an
Acquiring Person,  (ii) a transferee of an Acquiring Person (or of any Affiliate
or  Associate  thereof)  who becomes a  transferee  after the  Acquiring  Person
becomes such, or (iii) a transferee of an Acquiring  Person (or of any Affiliate
or Associate thereof) 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 a  continuing  agreement,  arrangement  or  understanding
regarding the transferred  Rights or (B) a transfer which the Board of Directors
of  the  Corporation   has  determined  is  part  of  a  plan,   arrangement  or
understanding which has as a primary purpose or effect the avoidance of this

                                       13
<PAGE>

Section  7(e),  shall  become null and void  without  any further  action and no
holder of such  Rights  shall have any rights  whatsoever  with  respect to such
Rights,  whether  under  any  provision  of this  Agreement  or  otherwise.  The
Corporation  shall use all  reasonable  efforts to insure that the provisions of
this Section 7(e) and Section 4(b) hereof are complied  with,  but shall have no
liability to any holder of Right Certificates or other Person as a result of its
failure to make any  determinations  with respect to an Acquiring  Person or its
Affiliates, Associates or transferees hereunder.

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

          Section 8. Cancellation and Destruction of Rights Certificates.  All 
Rights Certificates surrendered for the purpose of exercise, transfer, split up,
combination  or  exchange  shall,  if  surrendered  to the Company or any of its
agents,  be delivered to the Rights Agent for such purpose and  cancellation or,
if  surrendered  to the Rights Agent for such purpose,  shall be canceled by it,
and no Rights  Certificates  shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Rights  Agreement.  The Company shall
deliver to the Rights  Agent for  cancellation  and  retirement,  and the Rights
Agent shall so cancel and retire,  any other  Rights  Certificate  purchased  or
acquired by the Company  otherwise  than upon the exercise  thereof.  The Rights
Agent shall deliver all canceled Rights  Certificates to the Company,  or shall,


                                       14
<PAGE>

at  the  written   request  of  the  Company,   destroy  such  canceled   Rights
Certificates,  and in such case  shall  deliver  a  certificate  of  destruction
thereof to the Company.

          Section 9.  Reservation and Availability of Common Stock. The 
Company  covenants  and  agrees  that it will  cause  to be  reserved  and  kept
available out of its  authorized  and unissued  shares of Common  Stock,  or any
authorized and issued shares of Common Stock held in its treasury, the number of
shares of Common Stock that will be sufficient to permit the exercise in full of
all  outstanding  Rights and,  after the  occurrence  of an event  specified  in
Section 11, shall so reserve and keep available a sufficient number of shares of
Common  Stock  (and/or  other  securities)  which may be  required to permit the
exercise in full of the Rights pursuant to this Agreement.

          So long as the shares of Common Stock (and,  after the occurrence of
an event  specified  in Section  11,  any other  securities)  issuable  upon the
exercise of the Rights may be listed on any national  securities  exchange,  the
Company  shall use its best  efforts  to cause,  from and after such time as the
Rights become  exercisable,  all shares (or other securities)  reserved for such
issuance to be listed on such  exchange  upon  official  notice of issuance upon
such exercise.

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

          The Company  further  covenants and agrees that it will pay when due
and payable any and all federal and state  transfer  taxes and charges which may
be payable in respect of the issuance or delivery of the Rights  Certificates or
of any  certificates for shares of Common Stock and/or other securities upon the
exercise  of Rights.  The  Company  shall not,  however,  be required to pay any


                                       15
<PAGE>

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

          The  Company  shall use its best  efforts  to (i)  file,  as soon as
practicable following the Distribution Date, a registration  statement under the
Securities Act of 1933 (the "Act"),  with respect to the securities  purchasable
upon exercise of the Rights on an appropriate form, (ii) cause such registration
statement to become  effective  as soon as  practicable  after such filing,  and
(iii) cause such  registration  statement to remain effective (with a prospectus
at all  times  meeting  the  requirements  of the  Act)  until  the  date of the
expiration of the rights  provided by Section  11(a)(ii).  The Company will also
take such  action as may be  appropriate  under the blue sky laws of the various
states.

          Section  10.  Common  Stock  Record  Date.  Each person in whose name
any certificate  for shares of Common Stock (and/or other  securities) is issued
upon the  exercise of Rights shall for all purposes be deemed to have become the
holder  of  record  of the  shares  of  Common  Stock  and/or  other  securities
represented thereby on, and such certificate shall be dated, the date upon which
the Rights Certificate  evidencing such Rights was duly presented and payment of
the  Purchase  Price (and any  applicable  transfer  taxes) was made;  provided,
however,  that if the date of such presentation and payment is a date upon which
the Common Stock (and/or  other  securities)  transfer  books of the Company are
closed, such person shall be deemed to have become the record holder of such

                                       16
<PAGE>

shares on, and such certificate shall be dated, the next succeeding Business Day
on which the  Common  Stock  (and/or  other  securities)  transfer  books of the
Company are open.  Prior to the exercise of the Rights  evidenced  thereby,  the
holder  of a  Rights  Certificate  shall  not be  entitled  to any  rights  of a
stockholder  of the Company with respect to shares for which the Rights shall be
exercisable,  including,  without  limitation,  the  right to vote,  to  receive
dividends or other distributions or to exercise any preemptive rights, and shall
not be entitled to receive any notice of any proceedings of the Company,  except
as provided herein.

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

                    (a) (i) In the event the  Company  shall at any time after 
          the date of this  Agreement (A) declare a dividend on the Common Stock
          payable in shares or fractional  units of shares of Common Stock,  (B)
          subdivide the  outstanding  Common Stock,  (C) combine the outstanding
          Common  Stock into a smaller  number of shares or (D) issue any shares
          of  its  capital  stock  in a  reclassification  of the  Common  Stock
          (including   any   such   reclassification   in   connection   with  a
          consolidation  or merger in which the  Company  is the  continuing  or
          surviving  corporation),  except as otherwise provided in this Section
          11(a),  and Section 7(e),  the Purchase Price in effect at the time of
          the record  date for such  dividend or of the  effective  date of such
          subdivision, combination or reclassification, and the number of shares
          (or  fractions  thereof)  of Common  Stock and the  number and 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

                                   17 

<PAGE>

          Right  exercised  after such time  shall be  entitled  to receive  the
          aggregate  number  and kind of  shares  of  capital  stock  and  other
          securities  which, if such Right had been exercised  immediately prior
          to such date and at a time when the Common Stock transfer books of the
          Company  were open,  he would have owned upon such  exercise  and been
          entitled  to  receive  by  virtue  of  such   dividend,   subdivision,
          combination or reclassification;  provided,  however, that in no event
          shall the  consideration to be paid upon exercise of one Right be less
          than the  aggregate  par value of the shares of  capital  stock of the
          Company  issuable upon exercise of one Right. If an event occurs which
          would  require an adjustment  under both Section  11(a)(i) and Section
          11(a)(ii),  the adjustment provided for in this Section 11(a)(i) shall
          be in addition to, and shall be made prior to any adjustment  required
          pursuant to Section 11(a)(ii).

                    (ii) Subject to Section 24 hereof, in the event any Person,
          alone or together with its Affiliates and Associates,  shall become an
          Acquiring  Person,  then proper  provision  shall be made so that each
          holder of a Right,  except as provided in Section 7(e) hereof,  shall,
          for a  period  of 60 days  (or  such  other  longer  period  as may be
          established  by action of a majority of the Board of Directors)  after
          the later of the  occurrence of any such event and the effective  date
          of an appropriate registration statement pursuant to Section 9, have a
          right to receive,  upon exercise  thereof at the then current Purchase
          Price in accordance with the terms of this  Agreement,  such number of
          shares  (or  fractions  thereof)  of Common  Stock as shall  equal the
          result obtained by (x) multiplying the then current Purchase Price for
          a full  share of Common  Stock by the then  number of one  tenths of a
          share of Common  Stock for  which a Right is  exercisable  immediately
        
                                       18
<PAGE>

          prior to the first  occurrence of such event and dividing that product
          by (y) 50% of the  current  market  price per one full share of Common
          Stock (determined pursuant to Section 11(d)) on the date of such first
          occurrence  (such number of one tenths of a share being referred to as
          the "number of Adjustment Shares").

                    (iii) In the event  that the  number  of  shares of Common 
          Stock  which  are  authorized  but not  outstanding  or  reserved  for
          issuance  for purposes  other than upon  exercise of the Rights is not
          sufficient  to permit the exercise in full of the Rights in accordance
          with the foregoing  subparagraph  (ii),  then, in the event the Rights
          become so  exercisable,  the Company shall (A) determine the excess of
          (1) the value of the Adjustment Shares issuable upon the exercise of a
          Right (the "Current  Value") over (2) the Purchase Price (such excess,
          the  "Spread"),  and (B) with  respect to each  Right,  make  adequate
          provision to substitute  for the Adjustment  Shares,  upon exercise of
          the Rights and payment of the applicable Purchase Price, (1) cash, (2)
          a reduction in the Purchase Price, (3) other equity  securities of the
          Company  (including,  without  limitation,  shares of preferred  stock
          which a majority of the Board of  Directors of the Company have deemed
          to have the same  value as  shares  of Common  Stock  (such  shares of
          preferred stock, "Common Stock Equivalents")),  (4) debt securities of
          the  Company,  (5)  other  assets,  or  (6)  any  combination  of  the
          foregoing, having an aggregate value equal to the Current Value, where
          such aggregate value has been determined by a majority of the Board of
          Directors  of the  Company  based  upon  the  advice  of a  nationally
          recognized  investment banking firm selected by the Board of Directors
          of the Company; provided,  however, that if the Company shall not have
          made adequate provision to deliver value pursuant to clause (B) above

                                       19
<PAGE>

          within thirty (30) days following the Stock Acquisition Date, then the
          Company shall be obligated to deliver, upon the surrender for exercise
          of a Right and without requiring payment of the Purchase Price, shares
          of Common  Stock (to the extent  available)  and then,  if  necessary,
          cash,  which shares  and/or cash have an aggregate  value equal to the
          Spread.  If the Board of Directors of the Company  shall  determine in
          good  faith that it is likely  that  sufficient  additional  shares of
          Common Stock could be authorized for issuance upon exercise in full of
          the Rights, the thirty (30) day period set forth above may be extended
          to the extent necessary,  but not more than one hundred and fifty days
          (150) days after the Stock Acquisition Date, in order that the Company
          may seek stockholder approval for the authorization of such additional
          shares  (such  period,  as  it  may  be  extended,  the  "Substitution
          Period").  To the extent that the Company  determines that some action
          need be taken  pursuant to the first and/or  second  sentences of this
          subparagraph (iii), the Company (x) shall provide,  subject to Section
          7(e) hereof, that such action shall apply uniformly to all outstanding
          Rights, and (y) may suspend the exercisability of the Rights until the
          expiration   of  the   Substitution   Period  in  order  to  seek  any
          authorization  of additional  shares and/or to decide the  appropriate
          form of distribution to be made pursuant to such first sentence and to
          determine the value thereof. In the event of any such suspension,  the
          Company shall issue a public  announcement  and shall give  concurrent
          written notice to the Rights Agent stating that the  exercisability of
          the  Rights  has  been  temporarily  suspended,  as well  as a  public
          announcement  and  notice  to the  Rights  Agent  at such  time as the
          suspension is no longer in effect.  For purposes of this  subparagraph
          (iii), the value of the Common Stock shall be the Current Market Price


                                       20
<PAGE>

          (as  determined  pursuant to Section 11(d) hereof) per share of Common
          Stock on the Stock  Acquisition Date and the value of any Common Stock
          Equivalent shall be deemed to be the same as the value of Common Stock
          on such date.  The Company  shall give the Rights  Agent notice of the
          selection  of any Common  Stock  Equivalent  under  this  subparagraph
          (iii). In the event any applicable law, regulation, requirement of any
          federal or state agency,  commission  or  authority,  or agreements or
          instruments in effect on the Stock  Acquisition Date (a "Restriction")
          prohibits  all or  part  of the  payments  or  distributions  required
          hereunder, payments or distributions shall be made pro rata to holders
          of Rights to the extent  permitted  and the Company  shall  advise the
          Rights Agent of any unpaid  amounts.  If any or all such  Restrictions
          shall thereafter lapse,  additional payments or distributions shall be
          made to the extent  permitted  pro rata to all holders of Rights until
          all  unpaid  amounts  have  been  paid in full.  If  payment  has been
          postponed in full or in part as  aforesaid,  the Company  shall notify
          all holders of Rights of such  postponement  and of the maximum amount
          that may be paid or distributed consistent with any Restriction.  Such
          notice shall describe all such  Restrictions,  specify the amount,  if
          any, that may be paid or distributed  and the amount of the payment of
          which must be postponed,  and describe the efforts being undertaken by
          the Company to eliminate  all such  Restrictions.  At such time as the
          Company may make  additional  payments or  distributions,  the Company
          shall so notify all holders of Rights, which notice shall indicate the
          maximum additional amount that the Company may then pay or distribute.
          The Company shall use its best efforts to eliminate  expeditiously any
          and all Restrictions so as to permit the full payment


                                       21
<PAGE>
          or distribution  of amounts  acquired  hereunder.  During such time as
          amounts are unpaid the Company shall not make any distributions on, or
          repurchases of, or any shares of Common Stock.

                    (b) If the Company  shall fix a record date for the issuance
of rights,  options or warrants to all holders of Common  Stock  entitling  them
(for a period  expiring  within 45  calendar  days  after such  record  date) to
subscribe for or purchase Common Stock (or shares having  substantially the same
rights and privileges as shares of Common Stock  ("equivalent  common stock") or
securities  convertible into Common Stock or equivalent common stock) at a price
per share of Common Stock or per share of  equivalent  common stock (or having a
conversion  price per share,  if a security  convertible  into  Common  Stock or
equivalent  common  stock)  less than the  current  market  price (as defined in
Section 11(d) per share of Common Stock on such record date,  the Purchase Price
to be in effect after such record date shall be  determined by  multiplying  the
Purchase  Price in effect  immediately  prior to such record date by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding
on such  record  date,  plus the  number of shares  of  Common  Stock  which the
aggregate  offering  price of the total  number of shares of Common Stock and/or
equivalent common stock to be offered (and/or the aggregate  initial  conversion
price of the  convertible  securities so to be offered)  would  purchase at such
current market price and the  denominator of which shall be the number of shares
of Common Stock  outstanding on such record date,  plus the number of additional
shares  of  Common  Stock  and/or  equivalent  common  stock to be  offered  for
subscription  or purchase  (or into which the  convertible  securities  so to be
offered are initially  convertible);  provided,  however, that in no event shall
the  consideration  to be paid  upon  exercise  of one  Right  be less  than the
aggregate par value of the shares of capital stock of the Company  issuable upon
exercise  of one  Right.  In  case  such  subscription  price  may be  paid in a


                                       22
<PAGE>

consideration part or all of which shall be in a form other than cash, the value
of such consideration shall be determined  reasonably and with good faith to the
holders of Rights by the Board of Directors of the Company,  whose determination
shall be  described  in a  statement  filed with the  Rights  Agent and shall be
binding on the Rights  Agent.  Shares of Common  Stock  owned by or held for the
account of the Company  shall not be deemed  outstanding  for the purpose of any
such  computation.  Such adjustment shall be made  successively  whenever such a
record date is fixed;  and in the event that such rights or warrants  are not so
issued,  the  Purchase  Price shall be adjusted to be the  Purchase  Price which
would then be in effect if such record date had not been fixed.

               (c) If the  Company  shall fix a record  date for the making of a
distribution  to all holders of Common Stock  (including  any such  distribution
made in connection  with a  consolidation  or merger in which the Company is the
continuing corporation) of evidences of indebtedness, cash (other than a regular
quarterly  cash  dividend  out of  the  earnings  or  retained  earnings  of the
Company),  assets (other than a dividend  payable in Common Stock, but including
any dividend payable in stock other than Preferred Stock) or subscription rights
or warrants  (excluding those referred to in Section 11(b)),  the Purchase Price
to be in effect after such record date shall be  determined by  multiplying  the
Purchase  Price in effect  immediately  prior to such record date by a fraction,
the numerator of which shall be the current  market price (as defined in Section
11(d)) per share of Common Stock on such record date, less the fair market value
(as  determined  reasonably  and with good faith to the holders of Rights by the
Board of Directors of the Company,  whose  determination shall be described in a
statement  filed with the Rights Agent and shall be binding on the Rights Agent)
of the  portion  of the  cash,  assets or  evidences  of  indebtedness  so to be
distributed or of such subscription rights or warrants  distributable in respect
of one  share of Common  Stock and the  denominator  of which  shall be  current
market price per share of the Common Stock; provided, however, that in no event

                                       23
<PAGE>

shall the  consideration  to be paid upon exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company  issuable upon
exercise of one Right. 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
be in effect if such record date had not been fixed.

               (d) (i) For the purpose of any computation hereunder,  other than
in Section  11(a)(iii),  the "current market price" per share of Common Stock on
any date shall be deemed to be the average of the daily closing prices per share
of such  Common  Stock  for the 30  consecutive  Trading  Days (as such  term is
hereinafter defined) immediately prior to such date; provided,  however, that in
the  event  that the  current  per share  market  price of the  Common  Stock is
determined  during a period  following  the  announcement  by the issuer of such
Common Stock of (A) a dividend or  distribution  on such Common Stock payable in
shares of such Common Stock or securities convertible into shares of such Common
Stock or (B) any  subdivision,  combination or  reclassification  of such Common
Stock, 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
market  price"  shall be  properly  adjusted  to take into  account  ex-dividend
trading.  The closing  price for each day shall be the last sale price,  regular
way,  or,  in case no such sale  takes  place on such day,  the  average  of the
closing  bid and asked  prices,  regular  way, in either case as reported in the
principal  consolidated  transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock  Exchange  or, if the shares
of Common  Stock are not  listed or  admitted  to  trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national  securities exchange


                                       24
<PAGE>

on which the shares of Common Stock are listed or admitted to trading or, if the
shares of Common  Stock are not listed or  admitted  to trading on any  national
securities exchange,  the last quoted price or, if not so quoted, the average of
the high bid and low asked prices in the over-the-counter market, as reported by
the National Association of Securities Dealers,  Inc. Automated Quotation System
("NASDAQ")  or such other system then in use, or, if on any such date the shares
of Common  Stock are not  quoted by any such  organization,  the  average of the
closing bid and asked prices as furnished by a professional  market maker making
a market in the Common Stock  selected by the Board of Directors of the Company.
If on any such date no market maker is making a market in the Common Stock,  the
fair value of such shares on such date as  determined  reasonably  and with good
faith by the  Board  of  Directors  of the  Company  shall be used and  shall be
binding on the Rights Agent.  The term,  "Trading Day" shall mean a day on which
the principal national  securities  exchange on which the shares of Common Stock
are listed or admitted to trading is open for the transaction of business or, if
the shares of Common Stock are not listed or admitted to trading on any national
securities exchange, a Business Day. If the Common Stock is not publicly held or
not so listed or traded,  "current  market  price" per share shall mean the fair
value per share  determined  reasonably  and with good  faith to the  holders of
Rights by the Board of Directors of the Company,  whose  determination  shall be
described in a statement filed with the Rights Agent and shall be binding on the
Rights Agent.

                    (ii)  For the  purpose  of any  computation  hereunder,  the
"current  market  price" of any other  security  shall be determined in the same
manner as set forth  above for the Common  Stock in clause  (i) of this  Section
11(d).

             (e) Anything herein to the contrary notwithstanding, no adjustment
in the Purchase Price shall be required unless such adjustment  would require an
increase or decrease of at least 1% in the Purchase  Price;  provided,  however,
that any adjustments which by reason of this Section 11(e) are not required to

                                       25
<PAGE>

be made  shall be carried  forward  and taken  into  account  in any  subsequent
adjustment.  All calculations under this Section 11 shall be made to the nearest
cent or to the nearest  ten-thousandth of a share of Common Stock or other share
of any other capital stock.  Notwithstanding  the first sentence of this Section
11(e),  any  adjustment  required by this Section 11 shall be made no later than
the earlier of (i) three years from the date of the  transaction  which mandates
such adjustment or (ii) the Expiration Date.

               (f) If as a result of any provision of Section 11(a) or Section 
13(a),  the holder of any Right  thereafter  exercised  shall become entitled to
receive  any shares of capital  stock of the Company  other than  Common  Stock,
thereafter  the number of such other shares 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 shares
of Common Stock  contained in Section  11(a)  through  (c),  inclusive,  and the
provisions  of Sections  7, 9, 10, 13 and 15 hereof  with  respect to the Common
Stock shall apply on like terms to any such other shares.

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

               (h) Unless the Company  shall have  exercised  its  election as 
provided in Section  11(i),  upon each  adjustment  of the  Purchase  Price as a
result of the calculations made in Section 11(b) and (c), each Right outstanding
immediately prior to the making of such adjustment shall thereafter evidence the
right to purchase,  at the adjusted  Purchase  Price,  that number of shares (or
fractions  thereof) of Common Stock  (calculated  to the nearest  one-millionth)
obtained by (i) multiplying (x) the number of one tenths of a share of Common

                                       26
<PAGE>

Stock  covered  by a  Right  immediately  prior  to this  adjustment  by (y) the
Purchase Price in effect  immediately  prior to such  adjustment of the Purchase
Price and (ii) dividing the product so obtained by the Purchase  Price in effect
immediately after such adjustment of the Purchase Price.

               (i) The Company may elect on or after the date of any  adjustment
of the Purchase Price to adjust the number of Rights,  in  substitution  for any
adjustment in the number of shares of Common Stock purchasable upon the exercise
of a Right. Each of the Rights outstanding after the adjustment in the number of
Rights shall be exercisable for the number of one  one-thousandths of a share of
Preferred  Stock  for which a Right was  exercisable  immediately  prior to such
adjustment.  Each Right held of record prior to such adjustment of the number of
Rights  shall  become  that  number  of  Rights   (calculated   to  the  nearest
ten-thousandth)  obtained by dividing the Purchase  Price in effect  immediately
prior to  adjustment  of the  Purchase  Price by the  Purchase  Price in  effect
immediately  after  adjustment of the Purchase  Price.  The Company shall make a
public  announcement of its election to adjust the number of Rights,  indicating
the record date for the adjustment, and, if known at the time, the amount of the
adjustment  to be made.  This record date may be the date on which the  Purchase
Price is adjusted or any day thereafter,  but, if the Rights  Certificates  have
been  issued,  shall  be at  least 10 days  later  than  the date of the  public
announcement.  If Rights  Certificates have been issued, upon each adjustment of
the number of Rights  pursuant to this  Section  11(i),  the Company  shall,  as
promptly as practicable,  cause to be distributed to holders of record of Rights
Certificates  on such  record date Rights  Certificates  evidencing,  subject to
Section 15 hereof, the additional Rights to which such holders shall be entitled
as a result of such adjustment, or, at the option of the Company, shall cause to
be distributed to such holders of record in substitution and replacement for the
Rights  Certificates  held by such holders prior to the date of adjustment,  and
upon surrender thereof, if required by the Company, new Rights Certificates 

                                       27
<PAGE>

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

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

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

                                       28

<PAGE>
            (m) Anything to the contrary in this Section 11 notwithstanding, the
Company, by action of a majority of the Board of Directors, shall be entitled to
make such  reductions in the Purchase  Price,  in addition to those  adjustments
expressly  required by this Section 11, as and to the extent that it in its sole
discretion  shall determine to be advisable in order that any  consolidation  or
subdivision  of the  Common  Stock,  issuance  wholly  for cash of any shares of
Common Stock at less than the current market price,  issuance wholly for cash of
shares of Common Stock or securities  which by their terms are convertible  into
or  exchangeable  for shares of Common  Stock,  stock  dividends  or issuance of
rights,  options  or  warrants  referred  to  hereinabove  in this  Section  11,
hereafter  made by the  Company  to holders  of its  Common  Stock  shall not be
taxable to such stockholders.

            (n) The Company  covenants and agrees that it shall not, at any time
after the Distribution Date, (i) consolidate with any other Person (other than a
subsidiary of the Company in a transaction  which does not violate Section 11(o)
hereof),  (ii) merge with or into any other Person  (other than a subsidiary  of
the Company in a transaction  which does not violate  Section  11(o) hereof,  or
(iii) sell or transfer (or permit any  subsidiary to sell or  transfer),  in one
transaction,  or a series  of  related  transactions,  assets or  earning  power
aggregating  more than 50% of the assets or earning power of the Company and its
subsidiaries  (taken as a whole) to any other Person or Persons  (other than the
Company and/or any of its subsidiaries in one or more transactions each of which
does not violate  Section 11(o)  hereof),  if (x) at the time of or  immediately
after such  consolidation,  merger,  sale or  transfer  there are any charter or
by-law  provisions or any rights,  warrants or other  instruments  or securities
outstanding  or  agreements  in  effect  or other  actions  taken,  which  would
materially  diminish or otherwise eliminate the benefits intended to be afforded
by the Rights or (y) prior to,  simultaneously  with or  immediately  after such
consolidation, merger or sale, the stockholders of the Person who constitutes,



                                       29
<PAGE>

or would constitute,  the "Principal Party" for purposes of Section 13(a) hereof
shall have received a distribution of Rights  previously owned by such Person or
any of its Affiliates and Associates.  The Company shall not consummate any such
consolidation,  merger,  sale or transfer  unless prior  thereto the Company and
such other  Person  shall have  executed  and  delivered  to the Rights  Agent a
certificate certifying compliance with this Section 11(n).

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

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



                                       30
<PAGE>
outstanding  immediately following the occurrence of such event. The adjustments
provided for in this Section  11(p) shall be made  successively  whenever such a
dividend is declared or paid or such a subdivision,  combination,  consolidation
or reclassification is effected.

            (q) The exercise of Rights under Section 11(a)(ii) shall only result
in the loss of rights under  Section  11(a)(ii)  to the extent so exercised  and
shall not  otherwise  affect the  rights  represented  by the Rights  under this
Rights Agreement, including the rights represented by Section 13.

        Section 12.  Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an  adjustment  is made as  provided in Sections 11 and 13 hereof,  the
Company shall (a) promptly  prepare a certificate  setting forth such adjustment
and a brief statement of the facts accounting for such adjustment,  (b) promptly
file with the Rights Agent and with each  transfer  agent for the Common Stock a
copy of such  certificate and (c) mail a brief summary thereof to each holder of
a Rights  Certificate  in  accordance  with Section 26 hereof.  The Rights Agent
shall  be  fully  protected  in  relying  on  any  such  certificate  and on any
adjustment  therein  contained and shall not be deemed to have knowledge of such
adjustment unless and until it shall have received such certificate.

            Section 13. Consolidation, Merger or Sale or Transfer of Assets
or Earning Power.
            (a) In the event that, on or following the Stock  Acquisition  Date,
directly or indirectly,  (x) the Company shall  consolidate  with, or merge with
and into, any other Person,  (y) any Person shall  consolidate with the Company,
or merge with and into the Company and the Company  shall be the  continuing  or
surviving corporation of such merger and, in connection with such merger, all or
part of the shares of Common Stock shall be changed into or exchanged  for stock
or other  securities  of any other  Person or cash or any other  property or all
holders of shares of Common Stock are not treated alike or following the merger


                                       31
<PAGE>

or  consolidation   the  holders  of  Common  Stock  immediately  prior  to  the
transaction  do not hold in the same  proportion  all of the voting power of the
corporation  surviving the transaction,  or (z) the Company shall sell, mortgage
or otherwise transfer (or one or more of its subsidiaries  shall sell,  mortgage
or otherwise  transfer),  in one or more  transactions,  assets or earning power
aggregating  more than 50% of the assets or earning power of the Company and its
subsidiaries  (taken  as a whole) to any other  Person,  then,  and in each such
case,  proper  provision  shall be made so that (i) following  the  Distribution
Date, each holder of a Right, shall have the right to receive, upon the exercise
thereof at the then current  Purchase Price in accordance with the terms of this
Agreement,  such  number  of  shares  of  freely  tradable  Common  Stock of the
Principal Party (as  hereinafter  defined),  free and clear of liens,  rights of
call or first refusal,  encumbrances or other adverse claims,  as shall be equal
to the result obtained by (1)  multiplying  the then current  Purchase Price for
one full share of Common  Stock by the number of one tenths of a share of Common
Stock for which a Right is then exercisable and dividing that product by (2) 50%
of the  current  market  price per one full  share of the  Common  Stock of such
Principal  Party  (determined  pursuant to Section  11(d) hereof) on the date of
consummation  of  such  consolidation,  merger,  sale  or  transfer;  (ii)  such
Principal Party shall  thereafter be liable for, and shall assume,  by virtue of
such consolidation,  merger sale or transfer,  all the obligations and duties of
the  Company  pursuant  to  this  Agreement;  (iii)  the  term  "Company"  shall
thereafter be deemed to refer to such  Principal  Party,  it being  specifically
intended that the  provisions of Section 11 hereof shall apply to such Principal
Party; and (iv) such Principal Party shall take such steps  (including,  but not
limited to, the reservation of a sufficient number of shares of its Common Stock
in accordance with Section 9 hereof) in connection with such consummation as may
be necessary to assure that the provisions hereof shall thereafter be


                                       32
<PAGE>

applicable,  as nearly as reasonably may be, in relation to its shares of Common
Stock thereafter deliverable upon the exercise of the Rights.

            (b)   "Principal Party" shall mean

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

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

provided, however, that in any such case, (1) if the Common Stock of such Person
is not at such time and has not been  continuously  over the preceding  12-month
period  registered  under  Section 12 of the Exchange  Act, and such Person is a
direct or indirect subsidiary or Affiliate of another Person,  "Principal Party"
shall  refer to such  other  Person;  (2) in case such  Person is a  subsidiary,
directly or indirectly,  or Affiliate of more than one Person, the Common Stocks
of two or more of which are and have been so registered, "Principal Party" shall
refer to  whichever of such Persons is the issuer of the Common Stock having the
greatest aggregate market value; and (3) in case such Person is owned,  directly
or  indirectly,  by a joint  venture  formed by two or more Persons that are not
owned,  directly or indirectly,  by the same Person,  the rules set forth in (1)
and (2) above shall apply to each of the chains of ownership  having an interest
in such joint  venture as if such  party were a  "Subsidiary"  of both or all of
such joint venturers and the Principal Parties in each such chain shall bear the


                                       33
<PAGE>

obligations  set forth in this  Section 13 in the same ratio as their  direct or
indirect interests in such Person bear to the total of such interests.

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

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

                    (ii) use its best  efforts to qualify or register the Rights
          and the securities  purchasable  upon exercise of the Rights under the
          blue  sky  laws  of  such   jurisdictions   as  may  be  necessary  or
          appropriate; and

                    (iii) deliver to holders of the Rights historical  financial
          statements for the Principal Party and each of its Affiliates


                                       34
<PAGE>
          which  comply  in all  material  respects  with the  requirements  for
          registration on Form 10 under the Exchange Act.

The provisions of this Section 13 shall similarly apply to successive mergers or
consolidations  or sales or other  transfers.  The rights  under this Section 13
shall be in  addition  to the rights to exercise  Rights and  adjustments  under
Section  11(a)(ii)  and, if  applicable,  the right to receive  shares of Common
Stock in exchange for the Rights pursuant to Section 24 hereof and shall survive
any exercise or exchange thereunder.

          Section 14.  Additional  Covenant.  Notwithstanding  any other 
provision of this  Agreement,  no  adjustment  to the Purchase  Price,  the
number of shares (or  fractions of a share) of Common Stock or other  securities
for which a Right is  exercisable  or the  number of Rights  outstanding  or any
similar  adjustment  shall be made or be effective if such adjustment would have
the effect of reducing or limiting  the benefits the holders of the Rights would
have had absent such adjustment,  including,  without  limitation,  the benefits
under Section  11(a)(ii) and Section 13, unless the terms of this  Agreement are
amended so as to preserve such benefits.

          Section 15. Fractional Rights and Fractional Shares.
               (a) The Company  shall not be required to issue  fractions  of 
Rights, except prior to the Distribution Date as provided in Section 11(n),
or to distribute Rights  Certificates which evidence  fractional Rights. In lieu
of such fractional Rights,  there shall be paid to the registered holders of the
Rights  Certificates with regard to which such fractional Rights would otherwise
be issuable,  an amount in cash equal to the same fraction of the current market
value of a whole  Right.  For the purposes of this  Section  15(a),  the current
market  value of a whole Right shall be the closing  price of the Rights for the
Trading Day immediately  prior to the date on which such fractional Rights would
have been otherwise issuable.  The closing price of the Rights for any day shall
be the last sale price, regular way, or, in case no such sale takes place on

                                       35
<PAGE>

such day,  the  average of the  closing bid and asked  prices,  regular  way, in
either case as  reported in the  principal  consolidated  transaction  reporting
system with respect to securities  listed or admitted to trading on the New York
Stock  Exchange  or, if the Rights are not listed or  admitted to trading on the
New York Stock Exchange, as reported 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  reasonably and with good faith to the holders of Rights
by the Board of Directors  of the Company  shall be used and shall be binding on
the Rights Agent.

               (b) The Company  shall not be required to issue  fractions of 
shares  of Common  Stock  upon  exercise  of the  Rights  or to  distribute
certificates  which  evidence  fractional  shares  of Common  Stock.  In lieu of
fractional shares of Common Stock, the Company may pay to the registered holders
of Right  Certificates  at the time such Rights are exercised as herein provided
an amount in cash equal to the same  fraction of the current  market  value of a
share of Common Stock.

                 (c) Following the  occurrence of one of the  transactions  or 
events  specified in Section 11 giving rise to the right to receive  shares
of Common  Stock or other  securities  upon the exercise or exchange of a Right,
the Company  shall not be required to issue  fractions of shares of Common Stock


                                       36
<PAGE>

upon exercise or exchange of the Rights or to distribute certificates which
evidence  fractional  shares of Common Stock.  In lieu of  fractional  shares of
Common  Stock  or of any  such  other  securities,  the  Company  may pay to the
registered  holders of Right  Certificates at the time such Rights are exercised
as herein  provided an amount in cash equal to the same  fraction of the current
market  value  of a unit or share of such  securities,  as the case may be.  For
purposes of this  Section  15(c),  the current  market value of any such unit or
share  shall be the  closing  price of a share of Common  Stock  (as  determined
pursuant to Section  11(d)(ii)  hereof) for the Trading Day immediately prior to
the date of such exercise.

                 (d) The holder of a Right by the acceptance of the Rights 
expressly  waives  his  right  to  receive  any  fractional  Rights  or any
fractional shares upon exercise of a Right.

            Section 16. Rights of Action. All  rights of action in  respect of 
this  Agreement  (other  than rights of action  given to the Rights  Agent under
Section 19 hereof) are vested in the respective registered holders of the Rights
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Stock); and any registered holder of any Rights Certificate (or, prior to
the Distribution  Date, of the Common Stock),  without the consent of the Rights
Agent  or of the  holder  of any  other  Rights  Certificate  (or,  prior to the
Distribution Date, of the Common Stock),  may, in his own behalf and for his own
benefit,  enforce, and may institute and maintain any suit, action or proceeding
against  the Company to enforce,  or  otherwise  act in respect of, his right to
exercise the Rights evidenced by such Rights  Certificate in the manner provided
in such Rights Certificate and in this Agreement. Without limiting the foregoing
or  any  remedies  available  to  the  holders  of  Rights,  it is  specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this  Agreement and shall be entitled to specific  performance
of the obligations  hereunder and injunctive relief against actual or threatened
violations of the obligations hereunder of any Person subject to this Agreement.



                                       37
<PAGE>

Holders  of  Rights  shall be  entitled  to  recover  the  reasonable  costs and
expenses,  including  attorneys' fees, incurred by them in any action to enforce
the  provisions of this  Agreement in which they  successfully  prosecute  their
claims.

            Section 17. Agreement of Rights Holders.  Every holder of a Right by
accepting the same consents and agrees with the Company and the Rights Agent and
with every other holder of a Right that:

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

            (b)  after  the  Distribution  Date,  the  Rights  Certificates  are
transferable  only on the registry  books of the Rights Agent if  surrendered at
the principal  office of the Rights Agent,  duly  endorsed or  accompanied  by a
proper instrument of transfer;

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

            (d)  notwithstanding  anything in this  Agreement  to the  contrary,
neither the Company nor the Rights Agent shall have any  liability to any holder
of a Right or a  beneficial  interest in 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


                                       38
<PAGE>

executive  order   promulgated  or  enacted  by  any   governmental   authority,
prohibiting or otherwise restraining  performance of such obligation;  provided,
however,  the Company shall not have sought or otherwise cooperated in obtaining
such  order,  decree or ruling  and must use its best  efforts  to have any such
order, decree or ruling lifted or otherwise overturned as soon as possible.

            Section 18. Rights Certificate  Holder Not Deemed a Stockholder.  No
holder, as such, of any Rights  Certificate  shall be entitled to vote,  receive
dividends  or be deemed for any purpose the holder of the shares of Common Stock
or any other  securities of the Company which may at any time be issuable on the
exercise of the Rights represented  thereby, nor shall anything contained herein
or in any  Rights  Certificate  be  construed  to confer  upon the holder of any
Rights  Certificate,  as such, any of the rights of a stockholder of the Company
or any right to vote for the election of directors or upon any matter  submitted
to stockholders at any meeting  thereof,  or to give or withhold  consent to any
corporate  action,  or to receive notice of meetings or other actions  affecting
stockholders  (except as provided in Section 26 hereof), or to receive dividends
or subscription  rights,  or otherwise,  until the Right or Rights  evidenced by
such  Rights  Certificate  shall  have been  exercised  in  accordance  with the
provisions thereof.

            Section 19.  Concerning the Rights Agent.  The Company agrees to pay
to the Rights Agent  reasonable  compensation  for all  services  rendered by it
hereunder and, from time to time, on demand of the Rights Agent,  its reasonable
expenses and counsel fees and disbursements and other disbursements  incurred in
the  administration  and  execution  of  this  Agreement  and the  exercise  and
performance  of its duties  hereunder.  The Company  shall  indemnify the Rights
Agent for, and hold it harmless against, any loss,  liability,  claim or expense
("Loss") arising out of or in connection with its duties under this Agreement,


                                       39
<PAGE>]

including the costs and expenses of defending  itself  against any Loss,  unless
such Loss shall have been determined by a court of competent  jurisdiction to be
a result of the Rights Agent's gross negligence or intentional  misconduct.  The
obligations  of the Company under this section shall survive the  termination of
this Agreement.

          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 Rights Certificate or
certificate for Common Stock or for other securities of the Company,  instrument
of assignment or transfer, power of attorney,  endorsement,  affidavit,  letter,
notice, direction, consent,  certificate,  statement, or other paper or document
believed by it to be genuine and to be signed,  executed and,  where  necessary,
verified or acknowledged, by the proper Person or Persons.

          The  Company  shall  give the Rights  Agent  notice as  promptly  as
reasonably practicable of the date set for the Record Date.

          Section 20. Merger or Consolidation or Change of Name of Rights Agent.
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 22 hereof. In case at the time such
successor  Rights Agent shall succeed to the agency  created by this  Agreement,
any of the Rights  Certificates shall have been countersigned but not delivered,
any such successor Rights Agent may adopt the countersignature of the


                                       40
<PAGE>

predecessor Rights Agent and deliver such Rights  Certificates so countersigned;
and in case at that  time any of the  Rights  Certificates  shall  not have been
countersigned,   any  successor   Rights  Agent  may  countersign   such  Rights
Certificates  either  in the  name  of the  predecessor  or in the  name  of the
successor  Rights Agent;  and in all such cases such Rights  Certificates  shall
have the full force provided in the Rights Certificates in this Agreement.

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

            Section 21. Duties of Rights Agent.  The Rights Agent undertakes the
duties and  obligations  imposed by this Agreement upon the following  terms and
conditions,  by all of which the Company and the holders of Rights Certificates,
by their acceptance thereof, shall be bound:

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

                    (b) Whenever in the  performance  of its duties under this 
Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter (including,  without limitation, the identity of any Acquiring Person) be
proved or  established  by the Company  prior to taking or suffering  any action

                                       41
<PAGE>

hereunder,  such fact or matter  (unless  other  evidence in respect  thereof be
herein  specifically  prescribed)  may be deemed to be  conclusively  proved and
established  by a  certificate  signed by the  Chairman  of the Board,  any Vice
Chairman of the Board,  the President,  any Vice President,  the Treasurer,  any
Assistant Treasurer, the Secretary or any Assistant Secretary of the Company and
delivered to the Rights Agent; and such certificate shall be full  authorization
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  intentional  misconduct.  In no case,
however,  will the Rights Agent be liable for special,  indirect,  incidental or
consequential loss or damages of any kind whatsoever  (including but not limited
to lost profits),  even if the Rights Agent has been advised of the  possibility
of such damages.

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

                    (e) The  Rights  Agent shall not be under any responsibility
in respect of the  validity of this  Agreement  or the  execution  and  delivery
hereof  (except the due  execution  hereof by the Rights Agent) or in respect of
the validity or execution of any Rights Certificate (except its countersignature
thereof);  nor shall it be  responsible  for any Rights  becoming  null and void
pursuant to Section 7(e) hereof or for any breach by the Company of any covenant
or condition contained in this Agreement or in any Rights Certificate; nor shall
it be responsible  for any adjustment  required under the provisions of Sections
11 or 13  hereof or  responsible  for the  manner,  method or amount of any such
adjustment or the  ascertaining of the existence of facts that would require any
such  adjustment  (except with  respect to the  exercise of Rights  evidenced by
Rights Certificates after actual notice of any such adjustment); nor shall it be
responsible  for any  determination  by the Board of Directors of the Company of
the current market value of the Rights, Common Stock, or any other security

                                       42
<PAGE>

pursuant  to the  provisions  of  Section  15  hereof;  nor  shall it by any act
hereunder  be  deemed  to  make  any   representation  or  warranty  as  to  the
authorization or reservation of any shares of Common Stock to be issued pursuant
to this  Agreement  or any Rights  Certificate  or as to  whether  any shares of
Common Stock will, when so issued, be validly authorized and issued,  fully paid
and nonassessable.

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

                    (g) The Rights  Agent is hereby  authorized  and  directed
to accept  instructions  with respect to the performance of its duties hereunder
and certificates delivered pursuant to any provision hereof from the Chairman of
the Board, any Vice Chairman of the Board, the President, any Vice President, or
the  Secretary of the Company,  and is  authorized 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.  Any application by the Rights Agent for
written instructions from the Company may at the option of the Rights Agent, set
forth in writing any action  proposed to be taken or omitted by the Rights Agent
with respect to its duties or  obligations  under this Agreement and the date on
and/or  after which such action taken or omitted in  accordance  with a proposal
included in any such  application on or after the date specified  therein (which
date shall not be less than three  Business Days after the date any such officer
actually receives such application, unless any such officer shall have consented
in writing to an earlier date) unless, prior to taking or omitting any such

                                       43
<PAGE>

action,  the Rights Agent has received written  instructions from the Company in
response to such application specifying the action to be taken or omitted.

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

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

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

               (k) If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise or transfer,  the certificate  attached to the form of
assignment  or form of election to purchase,  as the case may be, has either not
been completed or indicates an affirmative response to clause 1 and/or 2


                                       44
<PAGE>

thereof, the Rights Agent shall not take any further action with respect to such
requested exercise of transfer without first consulting with the Company.

               Section 22. Change of Rights Agent.  The Rights Agent or any 
successor  Rights Agent may resign and be discharged  from its duties under this
Agreement  upon 30 days'  notice in writing  mailed to the  Company  and to each
transfer  agent of the  Common  Stock by  registered  or  certified  mail,  and,
subsequent to the  Distribution  Date, to holders of the Rights  Certificates by
first-class  mail.  The  Company  may remove the Rights  Agent or any  successor
Rights  Agent upon 30 days'  notice in  writing,  mailed to the Rights  Agent or
successor  Rights Agent,  as the case may be, and to each transfer  agent of the
Common  Stock  by  registered  or  certified  mail,   and,   subsequent  to  the
Distribution  Date,  to the holders of the Rights  Certificates  by  first-class
mail. If the Rights Agent shall resign or be removed or shall  otherwise  become
incapable of acting,  the Company shall appoint a successor to the Rights Agent.
If the Company  shall fail to make such  appointment  within a period of 30 days
after giving  notice of such removal or after it has been notified in writing of
such resignation or incapacity by the resigning or incapacitated Rights Agent or
by the holder of a Rights  Certificate (who shall, with such notice,  submit his
Rights Certificate for inspection by the Company), then the registered holder of
any Rights Certificate may apply to any court of competent  jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether appointed
by the Company or by such a court,  shall be either (a) a corporation  organized
and doing business under the laws of the United States or of any state,  in good
standing, 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 $50,000,000 or (b) an affiliate of such a corporation. 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 Right
Agent without further act or deed; but the predecessor Rights Agent shall

                                       45
<PAGE>

deliver and transfer to the successor Rights Agent any property at the time held
by it hereunder, and execute and deliver any further assurance,  conveyance, act
or deed necessary for the purpose. Not later than the effective date of any such
appointment   the  Company  shall  file  notice  thereof  in  writing  with  the
predecessor  Rights Agent and each transfer  agent of the Common Stock,  and, if
such appointment  occurs after the  Distribution  Date, mail a notice thereof in
writing to the registered  holders of the Rights  Certificates.  Failure to give
any notice  provided for in this  Section 22,  however,  or any defect  therein,
shall not affect the legality or validity of the  resignation  or removal of the
Rights Agent or the  appointment of the successor  Rights Agent, as the case may
be.

            Section 23. Issuance of New Rights Certificates. Notwithstanding any
of the  provisions  of this  Agreement  or of the  Rights to the  contrary,  the
Company may, at its option,  issue new Rights Certificates  evidencing Rights in
such form as may be approved by its Board of Directors to reflect any adjustment
or change  in the  Purchase  Price per share and the  number or kind or class of
shares or other securities or property purchasable under the Rights Certificates
made in  accordance  with the  provisions  of this  Agreement.  In addition,  in
connection with the issuance or sale of Common Stock following the  Distribution
Date and prior to the Expiration  Date, the Company shall with respect to shares
of Common Stock so issued or sold  pursuant to the exercise of stock  options or
under any employee  plan or  arrangement,  or upon the  exercise,  conversion or
exchange of securities,  notes or debentures  issued by the Company prior to the
Distribution Date, issue Right Certificates  representing the appropriate number
of Rights in connection with such issuance or sale; provided,  however, that (i)
the Company shall not be obligated to issue any such Right  Certificate  if, and
to the extent that,  the Company  shall be advised by counsel that such issuance
would create a  significant  risk of material  adverse tax  consequences  to the
Company or the Person to whom such Right Certificate shall be issued, and (ii)




                                       46
<PAGE>

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

            Section 24. Exchange.
                 (a) The Board of Directors of the Company may, at its option, 
at any time  prior to the time that any  Person  becomes  an  Acquiring  Person,
exchange all or part of the then outstanding and exercisable Rights (which shall
not include  Rights that have become void pursuant to the  provisions of Section
7(e)  hereof) for Common  Stock of the Company at an exchange  ratio equal to of
the lesser of (i) three shares of Common Stock per Right, appropriately adjusted
to reflect any stock  split,  stock  dividend or similar  transaction  occurring
after the date hereof and (ii) a pro rata  portion of the total number of shares
of Common  Stock  available  for  issuance at the time of the Board action (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, any entity holding Common Shares for or pursuant to the terms of any
such plan or any trustee,  administrator or fiduciary of such a plan),  together
with all Affiliates and Associates of such Person,  becomes the Beneficial Owner
of 50% or more of the shares of Common Stock then outstanding.

                 (b)  Immediately  upon the action of the Board of  Directors  
of the Company ordering the exchange of any Rights pursuant to subsection (a) of
this Section 24 and without any further action and without any notice, the right
to exercise  such Rights  shall  terminate  and the only right  thereafter  of a
holder of such Rights  (other than  rights to exercise  such Rights  pursuant to
Section 13, which shall be in addition to the rights under this  Section)  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. The Company shall promptly



                                       47
<PAGE>

give public notice of any such exchange;  provided, however, that the failure to
give,  or any defect in,  such  notice  shall not  affect the  validity  of such
exchange.  The Company  promptly shall mail a notice of any such exchange to all
of the  holders of such Rights at their last  addresses  as they appear upon the
registry  books of the Rights  Agent.  Any notice  which is mailed in the manner
herein  provided shall be deemed given,  whether or not the holder  receives the
notice.  Each such notice of exchange  will set 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  exchanged.  Any partial
exchange  shall be effected  pro rata based on the number of Rights  (other than
Rights which have become void pursuant to the provisions of Section 7(e) hereof)
held by each holder of Rights.

            Section 25. Redemption and Termination.
               (a) (i) The Board of Directors of the Company may, at its option,
at any time prior to 5:00 P.M., New Jersey time, on the earlier of (x) the Stock
Acquisition Date or (y) the Final Expiration Date,  redeem all but not less than
all of the then  outstanding  Rights at the redemption price of $.001 per Right,
appropriately  adjusted to reflect any stock  split,  stock  dividend or similar
transaction  occurring  after  the date  hereof  (such  redemption  price  being
hereinafter  referred  to as  the  "Redemption  Price").  This  Agreement  shall
terminate and be of no further force and effect if the Effective  Date shall not
have  occurred by December 31, 1998 (or such later date as may be  determined by
resolution adopted by Board of Directors before such date).

                  (ii) In addition,  a majority of the Board of Directors of the
Company may, at its option, at any time following the Stock Acquisition Date and
the  expiration  of the  period  during  which the  rights of  holders of Rights
pursuant  to  Section  11(a)(ii)  hereof  may be  exercised  as a result  of the
occurrence of such Stock  Acquisition  Date, but prior to any event described in
clause (x), (y), or (z) of Section 13(a) hereof, redeem all but not less than


                                       48
<PAGE>

all of the then  outstanding  Rights at the Redemption  Price in connection with
any such event in which all holders of shares of Common Stock are treated  alike
and not  involving  an  Acquiring  Person or an  Affiliate  or  Associate  of an
Acquiring  Person or any Person in which the Acquiring Person or an Affiliate or
Associate of an Acquiring  Person has an  interest,  or any other Person  acting
directly  or  indirectly  on behalf  of or in  concert  with any such  Acquiring
Person,  Associate or Affiliate (other than involvement by an Acquiring  Person,
Affiliate, Associate or such other Person solely as a holder of shares of Common
Stock (of the  Company)  being  treated  like all  other  such  holders)  or (z)
following  the  occurrence  of an event set forth in, and the  expiration of any
period during which the holder of Rights may exercise the rights under,  Section
11(a)(ii)  if and for as long as the  Acquiring  Person  is not  thereafter  the
Beneficial  Owner of securities  representing  ten percent or more of the voting
power  of all  securities  of the  Company  generally  entitled  to vote for the
election of directors of the Company.

            (b)  Immediately   upon  the  date  for  redemption  set  forth  (or
determined in the manner specified) in a resolution of the Board of Directors of
the Company ordering the redemption of the Rights,  evidence of which shall have
been filed with the Rights Agent and without any further  action and without any
notice,  the right to  exercise  the Rights  will  terminate  and the only right
thereafter  of the holders of Rights shall be to receive the  Redemption  Price.
Within  ten days after the action of the Board of  Directors  ordering  any such
redemption of the Rights,  the Company  shall give notice of such  redemption to
the Rights Agent and the holders of the then outstanding  Rights by mailing such
notice to the Rights  Agent and to all such  holders at their last  addresses as
they  appear  upon the  registry  books of the  Rights  Agent  or,  prior to the
Distribution  Date, on the registry  books of the Transfer  Agent for the Common
Stock. Any notice which is mailed in the manner herein provided shall be deemed


                                       49
<PAGE>

given,  whether or not the  holder  receives  the  notice.  Each such  notice of
redemption  will state the method by which the payment of the  Redemption  Price
will be made.

            Section  26.  Notice of Certain  Events.  In case the Company at any
time on or after the  Distribution  Date shall  propose (a) to pay any  dividend
payable in stock of any class to the holders of  Preferred  Stock or to make any
other  distribution  to the  holders of  Preferred  Stock  (other than a regular
quarterly cash dividend out of earnings or retained  earnings of the Company) or
(b) to offer to the holders of  Preferred  Stock rights or warrants to subscribe
for or to purchase any additional  shares of Preferred  Stock or shares of stock
of any class or any other  securities,  rights or options,  or (c) to effect any
reclassification of its Preferred Stock (other than a reclassification involving
only the subdivision of outstanding shares of Preferred Stock), or (d) 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 more than 50% of the assets or
earning  power of the  Company and its  subsidiaries  (taken as a whole) to, any
other Person, or (e) to effect the liquidation, dissolution or winding up of the
Company,  then,  in each such case,  the Company  shall give to each holder of a
Rights  Certificate,  in  accordance  with  Section 26 hereof,  a notice of such
proposed  action,  which shall  specify the record date for the purposes of such
stock dividend,  distribution  of rights or warrants,  or the date on which such
reclassification,    consolidation,   merger,   sale,   transfer,   liquidation,
dissolution,  or  winding  up is to take  place  and the  date of  participation
therein by the holders of the shares of Preferred  Stock, if any such date is to
be fixed, and such notice shall be so given in the case of any action covered by
clause  (a) or (b)  above  at  least  20  days  prior  to the  record  date  for
determining  holders  of the  shares of  Preferred  Stock for  purposes  of such
action, and in the case of any such other action, at least 20 days prior to the


                                       50
<PAGE>

date of the taking of such proposed action or the date of participation  therein
by the holders of the shares of Preferred Stock whichever shall be the earlier.

            In case any of the  events set forth in  Section  11(a)(ii)  of this
Agreement  shall occur,  then,  in any such case,  the Company  shall as soon as
practicable  thereafter  give  to  each  holder  of  a  Rights  Certificate,  in
accordance  with Section 26 hereof,  a notice of the  occurrence  of such event,
which shall  specify the event and the  consequences  of the event to holders of
Rights under Section 11(a)(ii) hereof.

            Section 27. Notices. Notices or demands authorized by this Agreement
to be  given  or  made  by the  Rights  Agent  or by the  holder  of any  Rights
Certificate to or on the Company shall be sufficiently  given or made if sent by
first-class mail, postage prepaid,  addressed (until another address is filed in
writing with the Rights Agent) as follows:

            GPU, Inc.
            310 Madison Avenue
            Morristown, NJ  07962-1957

Subject to the provisions of Section 22, any notice or demand authorized by this
Agreement  to be given or made by the  Company  or by the  holder of any  Rights
Certificate  to or on the Rights  Agent shall be  sufficiently  given or made if
sent by first-class mail,  postage prepaid,  addressed (until another address is
filed in writing with the Company) as follows:

            ChaseMellon Shareholder Services, L.L.C.
            450 West 43rd Street, 10th Floor
            New York, New York  10001
            Attention:  Vice President - Administration

Notices  or  demands  authorized  by this  Agreement  to be given or made by the
Company or the Rights Agent to the holder of any Rights Certificate shall


                                       51
<PAGE>

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 28.  Supplements and Amendments.  Prior to the  Distribution
Date,  the Company may from time to time  supplement  or amend any  provision of
this  Agreement  in  any  respect   without  the  approval  of  any  holders  of
certificates  representing  Common  Stock  and the  Rights.  From and  after the
Distribution  Date,  the Company may from time to time  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  lengthen  any time  period  hereunder  or (iv) to change or
supplement  the  provisions  hereunder  in any manner which the Company may deem
necessary or desirable and which shall not adversely affect the interests of the
holders of Rights  Certificates  (other than an Acquiring Person or an Affiliate
or Associate of an Acquiring Person); provided, however, that this Agreement may
not be  supplemented  or amended to  lengthen,  pursuant to clause (iii) of this
sentence,  (A) a time period relating to when the Rights may be redeemed at such
time as the Rights are not then redeemable,  or (B) any other time period unless
such  lengthening is for the purpose of protecting,  enhancing or clarifying the
rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a
certificate  from an  appropriate  officer of the Company  which states that the
proposed supplement or amendment is in compliance with the terms of this Section
27, the Rights Agent shall execute such  supplement or amendment,  provided that
such supplement or amendment does not adversely affect the rights or obligations
of the Rights Agent under  Section 19 or Section 21 of this  Agreement  and such
amendment or supplement shall be effective regardless of whether or when


                                       52
<PAGE>

executed by the Rights Agent.  Prior to the Distribution  Date, the interests of
the  holders of Rights  shall be deemed  coincident  with the  interests  of the
holders of shares of Common Stock.

           Section  29.  Determination  and  Actions by the Board of  Directors,
etc..  The Board of Directors of the Company shall have the exclusive  power and
authority to  administer  this  Agreement  and to exercise all rights and powers
specifically  granted to the Board,  or 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,   without  limitation,   a
determination  to redeem or not redeem the Rights or to amend the  Agreement and
whether any proposed amendment adversely affects the interests of the holders of
Right Certificates).  For all purposes of this Agreement, any calculation of the
number  of  shares  of  Common  Stock or  other  securities  outstanding  at any
particular time, including for purposes of determining the particular percentage
of such outstanding  shares of Common Stock or any other securities 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.  All such  actions,
calculations,  interpretations  and determinations  (including,  for purposes of
clause (y) below, all omissions with respect to the foregoing) which are done or
made by the Board in good faith,  shall (x) be final,  conclusive and binding on
the Company,  the Rights Agent,  the holders of the Right  Certificates  and all
other parties,  and (y) not subject the Board to any liability to the holders of
the Right Certificates or holders of shares of Common Stock.

            Section 30. Successors. All the covenants and  provisions of this
Agreement  by or for the benefit of the  Company or the Rights  Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.


                                       53
<PAGE>

            Section 31.  Benefits of this  Agreement.  Nothing in this Agreement
shall be construed to give to any person or corporation  other than the Company,
the Rights Agent and the  registered  holders of the Rights  Certificates  (and,
prior to the Distribution  Date, the Common Stock) any legal or equitable right,
remedy or claim under this  Agreement;  but this Agreement shall be for the sole
and  exclusive  benefit  of the  Company,  the Rights  Agent and the  registered
holders of the Rights  Certificates  (and, prior to the  Distribution  Date, the
Common Stock).

            Section  32.  Severability.  If any  term,  provision,  covenant  or
restriction  of this Agreement is held by a court of competent  jurisdiction  or
other  authority  to be invalid,  void or  unenforceable,  the  remainder of the
terms, provisions,  covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

            Section  33.  Governing  Law.  This  Agreement,  each Right and each
Rights  Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of Pennsylvania  and for all purposes shall be governed by
and construed in accordance with the laws of such State  applicable to contracts
to be made and to be performed  entirely within such State;  provided,  however,
that all provisions  regarding the rights,  duties and obligations of the Rights
Agent shall be  governed by and  construed  in  accordance  with the laws of the
State of New York  applicable  to contracts  made and to be  performed  entirely
within such State.

            Section  34.  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 35. 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.




                                       54
<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.

            Attest:                              GPU, INC.

            ---------------------------          ---------------------------
                                                 By
            Name:                                Name:
            Title:                               Title:


            Attest:                              CHASEMELLON SHAREHOLDER
                                                 SERVICES L.L.C.

                                                 By
            ---------------------------          ---------------------------
            Name:                                Name:
            Title:                               Title:







                                       55
<PAGE>






                                                                       Exhibit A



                          [Form of Rights Certificate]

Certificate No. R-                                            __________ Rights

          NOT EXERCISABLE  AFTER August ___, 2008 OR EARLIER IF NOTICE
          OF   REDEMPTION   IS  GIVEN.   THE  RIGHTS  ARE  SUBJECT  TO
          REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.001 PER RIGHT
          ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  [THE RIGHTS
          REPRESENTED BY THIS  CERTIFICATE WERE ISSUED TO A PERSON WHO
          WAS AN  ACQUIRING  PERSON OR AN ASSOCIATE OR AFFILIATE OF AN
          ACQUIRING  PERSON (AS SUCH TERMS ARE  DEFINED IN THE AMENDED
          AND RESTATED RIGHTS  AGREEMENT).  THIS RIGHT CERTIFICATE AND
          THE RIGHTS REPRESENTED HEREBY ARE NULL AND VOID.]*

                               Rights Certificate

                                    GPU, 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 August __, 1998 (the  "Rights  Agreement")  between  GPU,
Inc.,  a Delaware  corporation  (the  "Company"),  and  ChaseMellon  Shareholder
Services,  L.L.C. (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.  (New Jersey  time) on August __,  2008 at the  principal
office of the Rights Agent,  or its  successors as Rights Agent,  one tenth of a
fully paid,  nonassessable  share of Common Stock of the Company,  at a purchase
price of $120 per one share of Common Stock (the  "Purchase  Price"),  being $12


_________
*  The portion of the legend in brackets shall be inserted only if applicable.

<PAGE>

per one  tenth  of a share,  upon  presentation  and  surrender  of this  Rights
Certificate with the appropriate Form of Election to Purchase duly executed. The
number of Rights evidenced by this Rights  Certificate (and the number of shares
which may be purchased upon exercise  thereof) set forth above, and the Purchase
Price set forth above,  are the number and Purchase Price as of August __, 1998,
based on the Common Stock as constituted at such date.

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

            This Right  Certificate  is subject to all of the terms,  provisions
and conditions of the Rights Agreement,  which terms,  provisions and conditions
are hereby  incorporated herein by reference and made a part hereof and to which
Rights Agreement  reference is hereby made for a full description of the rights,
limitations  of rights,  obligations,  duties and  immunities  hereunder  of the
Rights Agent, the Company and the holders of the Rights Certificates.  Copies of
the Rights  Agreement are on file at the principal office of the Company and are
also available upon written request to the Company.

            This Rights Certificate,  with or without other Rights Certificates,
upon surrender at the principal office of the Rights Agent, may be exercised for
another  Rights  Certificate  or  Rights  Certificates  of like  tenor  and date
evidencing  Rights  entitling the holder to purchase a like aggregate  number of
shares of Common  Stock as the Rights  evidenced  by the Rights  Certificate  or
Rights Certificates  surrendered shall have entitled such holder to purchase. If
this Rights  Certificate  shall be  exercised  (other  than  pursuant to Section
11(a)(ii)  of the Rights  Agreement)  in part,  the holder  shall be entitled to
receive upon surrender hereof another Rights Certificate or Rights  Certificates
for the number of whole Rights not exercised.  If this Rights  Certificate shall
be exercised in whole or in part in pursuant to Section 11(a)(ii) of the Rights




                                       57
<PAGE>

Agreement,  the holder shall be entitled to receive this Rights Certificate duly
marked to indicate  that such  exercise  has occurred as set forth in the Rights
Agreement.

            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 $.001 per Right.

            No  fractional  shares  of  Common  Stock  will be  issued  upon the
exercise of any Right or Rights evidenced hereby,  which may, at the election of
the Company,  be evidenced by depositary  receipts),  but in lieu thereof a cash
payment will be made, as provided in the Rights Agreement.

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




                                       58
<PAGE>

            This Rights  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        , 19 .

            Attest:                              GPU, INC.
                                                 By
            ---------------------                  ---------------------
            Name:                                   Name:
            Title:                                  Title:
            Countersigned:


[                                   ]


           ----------------------
            Authorized Signature




                                       59
<PAGE>




                  [Form of Reverse Side of Rights Certificate]

                               FORM OF ASSIGNMENT
                               ------------------

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

            FOR VALUE RECEIVED                                         hereby
                              ----------------------------------------

sells, assigns and transfers unto
                                  ------------------------------------


--------------------------------------------------------------------------------
            (Please print name and address of transferee)


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

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

Dated:                  , 19
      -----------------     --



                                       ----------------------------------------
                                       Signature

Signature Guaranteed:




                                       60
<PAGE>



                                   Certificate

            The undersigned  hereby certifies by checking the appropriate  boxes
that:

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

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


            Dated:                  , 19        ------------------------------
                  ------------------    ---              Signature


                                     NOTICE

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

            In the  event  the  certification  set  forth  above  in the Form of
Assignment  or the Form of  Election  to  Purchase,  as the case may be,  is not
completed,  the Company and the Rights Agent will deem the  Beneficial  Owner of
the Rights  evidenced by this Right  Certificate to be an Acquiring Person or an
Affiliate  or  Associate  thereof  (as such  terms  are  defined  in the  Rights
Agreement) and such Assignment or Election to Purchase will not be honored.





                                       61
<PAGE>




                          FORM OF ELECTION TO PURCHASE

               (To be  executed  if holder  desires  to  exercise  the
          Rights  Certificate other than pursuant to Section 11(a)(ii)
          of the Rights Agreement.)

To GPU, INC.:

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

Please insert social security
or other identifying number



--------------------------------------------------------------------------------
            (Please print name and address)

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

            The Rights  Certificate  indicating  the  balances,  if any, of such
Rights which may still be exercised  pursuant to each of Section  11(a)(ii)  and
Section 13 of the Rights  Agreement shall be returned to the undersigned  unless
such person  requests that the Rights  Certificate  be registered in the name of
and delivered to:

            Please insert social security or other identifying  number (complete
only  if  Rights  Certificate  is to be  registered  in a name  other  than  the
undersigned)


--------------------------------------------------------------------------------
            (Please print name and address)

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

Dated:                     , 19
      --------------------     --
                                    -------------------------------------------
                                    Signature

Signature Guaranteed:





                                       62
<PAGE>




                                   Certificate

            The undersigned  hereby certifies by checking the appropriate  boxes
that:

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

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

Dated:                    , 19
      --------------------    ---


                               ------------------------------------------------
                               Signature



                                     NOTICE

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

            In the  event  the  certification  set  forth  above  in the Form of
Assignment  or the Form of  Election  to  Purchase,  as the case may be,  is not
completed,  the Company and the Rights Agent will deem the  Beneficial  Owner of
the Rights  evidenced by this Right  Certificate to be an Acquiring Person or an
Affiliate  or  Associate  thereof  (as such  terms  are  defined  in the  Rights
Agreement) and such Assignment or Election to Purchase will not be honored.





                                       63
<PAGE>




                          FORM OF ELECTION TO PURCHASE

         (To be executed if holder  desires to exercise  the Rights  Certificate
         pursuant to Section 11(a)(ii) of the Rights Agreement.)

To GPU, INC.:

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

Please insert social security
or other identifying number


--------------------------------------------------------------------------------
            (Please print name and address)

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


            The Rights  Certificate  indicating  the  balances,  if any, of such
Rights which may still be exercised  pursuant to each of Section  11(a)(ii)  and
Section 13 of the Rights  Agreement shall be returned to the undersigned  unless
such person  requests that the Rights  Certificate  be registered in the name of
and delivered to:

            Please insert social security or other identifying  number (complete
only  if  Rights  Certificate  is to be  registered  in a name  other  than  the
undersigned)


--------------------------------------------------------------------------------
            (Please print name and address)

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

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

Dated:                    , 19
      --------------------    ----

                                           ------------------------------------
                                           Signature

Signature Guaranteed:



                                       64
<PAGE>

                                   Certificate

          The undersigned  hereby  certifies by checking the  appropriate  boxes
          that:

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

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

Dated:                     , 19
      ---------------------    -----


                                          -------------------------------------
                                          Signature



                                     NOTICE

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

            In the  event  the  certification  set  forth  above  in the Form of
Assignment  or the Form of  Election  to  Purchase,  as the case may be,  is not
completed,  the Company and the Rights Agent will deem the  Beneficial  Owner of
the Rights  evidenced by this Right  Certificate to be an Acquiring Person or an
Affiliate  or  Associate  thereof  (as such  terms  are  defined  in the  Rights
Agreement) and such Assignment or Election to Purchase will not be honored.





                                       65
<PAGE>




                                                                       Exhibit B

                          SUMMARY OF RIGHTS TO PURCHASE
                                  COMMON STOCK

            On  August  6,  1998,  the  Board of  Directors  of GPU,  Inc.  (the
"Company")  declared a dividend  distribution of one Right for each  outstanding
share of common stock,  par value $2.50 per share (the "Common  Stock"),  of the
Company  to  stockholders  of record as of the  close of  business  on the tenth
business day following the first public  announcement  by the Company of receipt
of approval of the dividend by the Securities and Exchange  Commission  pursuant
to the Public Utility Holding Company Act of 1935 (the "Record Date"). Except as
set forth below, each Right, when exercisable, entitles the registered holder to
purchase  from the Company one tenth of a share of Common  Stock,  at a price of
$120 per one share of Common  Stock  (the  "Purchase  Price),  being $12 per one
tenth of a share of Common Stock,  subject to adjustment.  The  description  and
terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and  ChaseMellon  Shareholder  Services,  L.L.C.,  as Rights
Agent.

            Until  the  earlier  to  occur of (i) a  public  announcement  that,
without the prior consent of the Board of Directors of the Company,  a person or
group of affiliated or associated persons (an "Acquiring  Person") has acquired,
or obtained  the right to acquire,  beneficial  ownership  of 10% or more of the
outstanding shares of Common Stock (the "Stock  Acquisition  Date"), or (ii) ten
business  days (or such later  date as the Board may  determine)  following  the
commencement  of (or a public  announcement  of an  intention  to make) a tender
offer or exchange  offer  which would  result in any person or group and related
persons having beneficial  ownership of 10% or more of the outstanding shares of
Common Stock without the prior consent of the Board of Directors of the Company,
or (the earliest of such dates being called the "Distribution Date"), the Rights
will  be  evidenced,  with  respect  to  any of the  Common  Stock  certificates
outstanding  as of the Record  Date,  by such Common  Stock  certificate  and no
separate Rights Certificates will be distributed.  The Rights Agreement provides
that, until the Distribution  Date, the Rights will be transferred with and only
with  Common  Stock  certificates.  Until  the  Distribution  Date  (or  earlier
redemption or expiration of the Rights),  new Common Stock  certificates  issued
after the Record Date (or as soon  thereafter as  practicable)  upon transfer or
new  issuance  of the Common  Stock will  contain a notation  incorporating  the
Rights  Agreement  by  reference.   Until  the  Distribution  Date  (or  earlier
redemption  or  expiration  of the Rights),  the  surrender  for transfer of any
certificates  for Common  Stock  outstanding  as of the Record  Date,  will also
constitute  the  transfer  of  the  Rights  associated  with  the  Common  Stock
represented  by  such  certificate,  even  without  such  notation.  As  soon as
practicable following the Distribution Date, separate certificates evidencing


                                       66
<PAGE>
the Rights  ("Rights  Certificates")  will be mailed to holders of record of the
Common  Stock as of the close of  business  on the  Distribution  Date,  and the
separate Rights Certificates alone will evidence the Rights.

            The Rights are not  exercisable  until the  Distribution  Date.  The
Rights will expire on August 6, 2008,  unless earlier redeemed by the Company as
described below.

            In the event  that any  person  becomes an  Acquiring  Person,  each
holder of a Right  generally will  thereafter have the right for a 60 day period
after the later of the date of such event or the effectiveness of an appropriate
registration  statement  (or  such  other  longer  period  set by the  Board  of
Directors) to receive upon exercise of the Right that number of shares of Common
Stock (or,  under certain  circumstances,  other  securities)  having an average
market value during a specified time period (immediately prior to the occurrence
of a Person becoming an Acquiring Person) of two times the then current Purchase
Price (such right being called the "Subscription  Right").  Notwithstanding  the
foregoing,  following the occurrence of a Person  becoming an Acquiring  Person,
all Rights that are, or (under  certain  circumstances  specified  in the Rights
Agreement) were,  beneficially owned by the Acquiring Person or any affiliate or
associate thereof will be null and void. In addition,  the Board of Directors of
the Company may, at its option, at any time following the Stock Acquisition Date
and prior to the time an Acquiring  Person becomes the beneficial  owner of more
than 50% of the outstanding shares of Common Stock,  exchange all or part of the
then outstanding  Rights (other than Rights  beneficially  owned by an Acquiring
Person or its  affiliates  or  associates,  which  Rights have become  void) for
shares of Common  Stock at an  exchange  ratio  equal to the lesser of (i) three
shares of Common  Stock per Right,  appropriately  adjusted to reflect any stock
split, stock dividend or similar occurrence,  and (ii) a pro rata portion of the
total  number of shares  of Common  Stock  then  available  for  issuance  (such
exchange ratio, the "Exchange Ratio"). Immediately upon such action by the Board
of  Directors,  the right to exercise the  exchanged  Rights with respect to the
Subscription  Right  will  terminate  and each such  Right  with  respect to the
Subscription  Right will  thereafter  represent the right to receive a number of
shares of Common Stock equal to the Exchange Ratio.

            In the event that, at any time following the Stock Acquisition Date,
the Company is acquired in a merger or other business combination transaction or
50% or  more  of the  Company's  assets  or  earning  power  are  sold  (in  one
transaction or a series of transactions), proper provision shall be made so that
each  holder  of a Right  (except  a Right  voided  as set  forth  above)  shall
thereafter  have the right to  receive,  upon the  exercise  thereof at the then
current  exercise  price of the Right,  that number of shares of common stock of
the  acquiring  company  (or,  in the  event  there is more  than one  acquiring
company,  the acquiring  company receiving the greatest portion of the assets or
earning power  transferred)  which at the time of such transaction  would have a
market  value of two times the  exercise  price of the Right  (such  right being
called the "Merger Right"). The holder of a Right will continue to have the


                                       67
<PAGE>

Merger Right whether or not such holder exercises the Subscription  Right or the
Right is exchanged in lieu of the Subscription Right.

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

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

            At any time  prior  to the  earlier  to  occur  of (i) the  close of
business on the Stock Acquisition Date or (ii) the expiration of the Rights, the
Company may redeem the Rights in whole, but not in part, at a price of $.001 per
Right (the  "Redemption  Price"),  which  redemption shall be effective upon the
action of the Board of Directors. Additionally,  following the Stock Acquisition
Date and the  expiration  of the period during which the  Subscription  Right is
exercisable,  the Board of Directors may redeem the then  outstanding  Rights in
whole, but not in part, at the Redemption Price provided that such redemption is
in connection with a merger or other business combination  transaction or series
of  transactions  involving the Company in which all holders of Common Stock are
treated  alike but not  involving an Acquiring  Person (or any person who was an
Acquiring Person) or it affiliates or associates. Upon the effective date of the
redemption  of the Rights,  the right to exercise the Rights will  terminate and
the only right of the holders of Rights will be to receive the Redemption Price.

            Until a Right is  exercised or  exchanged,  the holder  thereof,  as
such,  will have no rights as a stockholder of the Company,  including,  without
limitation, the right to vote or to receive dividends.

            Except as set forth above, the terms of the Rights may be amended by
the Board of Directors of the Company (i) prior to the Distribution  Date in any
manner,  and (ii) on or after the  Distribution  Date to cure any ambiguity,  to
correct or supplement any provision of the Rights Agreement which may be


                                       68
<PAGE>

defective  or  inconsistent  with any other  provisions,  or in any  manner  not
adversely affecting the interests of the holders of the Rights.

            A copy of the Rights  Agreement  has been filed with the  Securities
and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A
copy of the Rights Agreement is available free of charge from the Company.  This
summary  description  of the  Rights  does not  purport  to be  complete  and is
qualified  in its  entirety  by  reference  to the  Rights  Agreement,  which is
incorporated herein by reference.







                                       69