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                                                                   EXHIBIT 4(a) 

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                              DEAN FOODS COMPANY

                                      AND

                         HARRIS TRUST AND SAVINGS BANK

                                 RIGHTS AGENT




                               RIGHTS AGREEMENT



                           DATED AS OF MAY 22 , 1998




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                               Table of Contents

                                                                          Page

Recitals        Recitals.................................................... 1

Section 1.      Certain Definitions..........................................1

Section 2.      Appointment of Rights Agent..................................8

Section 3.      Issuance of Rights Certificates..............................8

Section 4.      Form of Rights Certificates.................................10

Section 5.      Execution, Countersignature and Registration................10

Section 6.      Transfer, Division, Combination and Exchange of Rights 
                Certificates; Mutilated, Destroyed, Lost or Stolen Rights 
                Certificates................................................11

Section 7.      Exercise of Rights; Purchase Price; Expiration Date of 
                Rights......................................................11

Section 8.      Cancellation and Destruction of Rights Certificates.........13

Section 9.      Reservation and Availability of Preferred Stock.............14

Section 10.     Preferred Stock Record Date.................................15

Section 11.     Adjustments to Purchase Price, Number of Shares or Number of 
                Rights......................................................15

Section 12.     Certification of Adjustments................................27

Section 13.     Consolidation, Merger or Sale or Transfer of Assets or Earning 
                Power.......................................................27

Section 14.     Fractional Rights and Fractional Shares.....................30

Section 15.     Rights of Action............................................31

Section 16.     Agreement of Rights Holders Concerning Transfer and Ownership
                of Rights...................................................31

Section 17.     Rights Holder Not Deemed a Stockholder......................31

Section 18.     Concerning the Rights Agent.................................32




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Section 19.     Merger or Consolidation or Change of Name of Rights Agent...32

Section 20.     Duties of Rights Agent......................................33

Section 21.     Change of Rights Agent......................................35

Section 22.     Issuance of New Rights Certificates.........................36

Section 23.     Redemption and Termination..................................36

Section 24.     Notice of Certain Events....................................37

Section 25.     Notices.....................................................38

Section 26.     Supplements and Amendments..................................38

Section 27.     Successors..................................................40

Section 28.     Benefits of this Agreement..................................40

Section 29.     Severability................................................40

Section 30.     Governing Law...............................................40

Section 31.     Counterparts................................................40

Section 32.     Descriptive Headings........................................40

Section 33.     Grammatical Construction....................................40


Exhibit A - Certificate of Designation, Preferences and Rights
               of Junior Participating Preferred Stock, Series A

Exhibit B - Form of Rights Certificate

Exhibit C - Form of Summary of Rights




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                               RIGHTS AGREEMENT

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



         RIGHTS AGREEMENT, dated as of May 22, 1998, between Dean Foods
Company, a Delaware corporation (the "Company"), and Harris Trust and Savings
Bank (the "Rights Agent").

                                   RECITALS

         The Board of Directors of the Company has authorized and declared
the payment of a dividend of one preferred share purchase right (a "Right") for
each share of Common Stock (as defined in Section 1) outstanding on the Record
Date (as defined in Section 1) and has authorized the issuance of one Right for
each share of Common Stock issued after the Record Date and before the earliest
of the Distribution Date, the Redemption Date, the Exchange Date and the
Expiration Date (as such terms are defined in Section 1) and in certain cases
following the Distribution Date. Each Right will represent, as of the Record
Date, the right to purchase one one-thousandth of one share of Preferred Stock
(as defined in Section 1) upon the terms and subject to the conditions
hereinafter set forth.

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

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

         (a)  "Acquiring Person" means any Person who or which, together 
with all Affiliates and Associates of such Person, is (or has previously been,
at any time after the date of this Agreement, whether or not such Person(s)
continues to be) the Beneficial Owner of 15% or more of the Common Stock
then outstanding (determined without taking into account any securities
exercisable or exchangeable for, or convertible into, Common Stock, other than
any such securities beneficially owned by the Acquiring Person and Affiliates
and Associates of such Person). However, "Acquiring Person" shall not include
any  Exempt Person.

         Notwithstanding the foregoing, a Person shall not become an
"Acquiring Person" solely as the result of (i) an acquisition of Common Stock by
the Company or any Subsidiary which, by reducing the number of shares
outstanding, increases the proportionate number of shares beneficially owned by
such Person to 15% or more of the Common Stock then outstanding as determined
above, or (ii) such Person becoming the Beneficial Owner of 15% or more of the
Common Stock then outstanding as determined above solely as a result of an
Exempt Event; provided, however, that if a Person becomes the Beneficial Owner
of 15% or more of the Common Stock then outstanding as determined above solely
by reason of such a share acquisition by the Company or the occurrence of such
an Exempt Event and such Person shall, after becoming the 


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Beneficial Owner of such Common Stock, become the Beneficial Owner of any
additional shares of Common Stock by any means whatsoever (other than as a
result of the subsequent occurrence of an Exempt Event, a stock dividend or a
subdivision of the Common Stock into a larger number of shares or a similar
transaction), then such Person shall be deemed to be an "Acquiring Person."

         Notwithstanding the foregoing, if a majority of the Continuing
Directors (as defined below) or, if there are then no Continuing Directors, a
majority of the Board of Directors of the Company determines in good faith that
a Person who would otherwise be an "Acquiring Person," as defined pursuant to
the foregoing provisions of this Section 1(a), has become such inadvertently,
and such Person divests as promptly as practicable a sufficient number of Common
Shares so that such Person would no longer be an "Acquiring Person," as defined
pursuant to the foregoing provisions of this Section 1(a), then such Person
shall not be deemed to be an "Acquiring Person" for any purposes of this
Agreement. The determination of whether such Person's becoming an Acquiring
Person shall have been inadvertent and the determination of whether the
divestment of sufficient shares shall have been made as promptly as practicable
shall be made by a majority of the Continuing Directors or, if there are then no
Continuing Directors, a majority of the Board of Directors of the Company.

         (b)  "Adjustment Number" has the meaning set forth in, and shall be 
calculated in accordance with, the Certificate of Designation, Preferences
and Rights of Junior Participating Preferred Stock, Series A, attached as
Exhibit A hereto.

         (c)  "Affiliate" has the meaning given to such term in Rule 12b-2 of 
the General Rules and Regulations under the Exchange Act, as in effect on
the date of this Agreement; provided that, for purposes of this Agreement, the
term "Affiliate" shall not include any Person that is an Exempt Person.

         (d)  "Associate" has the meaning given to such term in Rule 12b-2 of 
the General Rules and Regulations under the Exchange Act, as in effect on
the date of this Agreement; provided that, for purposes of this Agreement,
the term "Associate" shall not include any Person that is an Exempt Person.

         (e)  Except as provided below, a Person shall be deemed to be the
"Beneficial Owner" of, and shall be deemed to "beneficially own," any
securities:

              (i)   which such Person or any Affiliate or Associate of such
         Person beneficially owns, directly or indirectly;

              (ii)  which such Person or any Affiliate or Associate of such
         Person has, directly or indirectly, the right or obligation (whether
         or not then exercisable or effective) to acquire 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, 

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         however, that a Person will not be deemed the Beneficial Owner of, or
         to beneficially own, securities tendered pursuant to a tender or
         exchange offer made by or on behalf of such Person or any Affiliate
         or Associate of such Person until such tendered  securities are
         accepted for purchase or exchange; and provided further, that prior to
         the occurrence of a Triggering Event, a Person will not be deemed the
         Beneficial Owner of, or to beneficially own, securities obtainable
         upon exercise of the Rights;

              (iii) which such Person or any Affiliate or Associate of such
         Person has, directly or indirectly, the right (whether or not then
         exercisable) to vote, or to direct the voting of, pursuant to any
         agreement, arrangement or understanding (whether or not in writing);
         provided, however, that a Person shall not be deemed the Beneficial
         Owner of, or to beneficially own, any security pursuant to this        
         clause (iii) if the agreement, arrangement or understanding to vote,
         or to direct the voting of, such security (A) arises solely from a
         revocable proxy or consent given in response to a public proxy or
         consent solicitation made pursuant to, and in accordance with, the
         Exchange Act and applicable rules and regulations thereunder and (B)
         is not also then reportable under Item 6 (or any comparable or
         successor item) of Schedule 13D under the Exchange Act (or any
         comparable or successor schedule or report);

              (iv)  which such Person or any Affiliate or Associate of such
         Person has "beneficial ownership" of as determined pursuant to         
         Rule 13d-3 of the General Rules and Regulations under the Exchange Act
         or any successor provision; or

              (v)   which are beneficially owned, directly or indirectly, by
         any other Person or any Affiliate or Associate of such other Person
         with whom such Person or any Affiliate or Associate of such Person has
         any agreement, arrangement or understanding (whether or not in
         writing) for the purpose of acquiring, holding, voting (except
         pursuant to a revocable proxy as described in clause (iii) of this
         Section 1(d)) or disposing of any securities of the Company.

         Nothing in the preceding sentence shall cause a Person engaged in
business as an underwriter of securities to be the "Beneficial Owner" of, or to
"beneficially own," any securities acquired through such Person's participation
in good faith in a firm commitment underwriting until the expiration of 40 days
after the date of such acquisition.

         Notwithstanding anything in this Agreement to the contrary, for
purposes of this Agreement, no Person shall be treated as the "Beneficial Owner"
of, or be deemed to "beneficially own," any securities solely by reason of the
ownership of those securities by any other Person that is an Exempt Person.

         Notwithstanding anything in this definition of Beneficial 
Ownership to the contrary, the phrase "then outstanding," when used with
reference to a Person's Beneficial Ownership of securities of the Company,
shall mean the number of such securities then issued and outstanding 


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together with the number of such securities not then actually issued and
outstanding which such Person would be deemed to own beneficially under the
preceding provisions in this definition.

         (f)   "Business Combination" has the meaning set forth in Section
13 of this Agreement.

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

         (h)   "Close of Business" on any given date means 5:00 p.m., 
Chicago time, on such date; provided, however, that if such date is not a
Business Day it shall mean 5:00 p.m. Chicago time, on the next succeeding
Business Day.

         (i)   "Common Equivalent Share" has the meaning set forth in 
Section 11(c)(2)(C) of this Agreement.

         (j)   "Common Share" has the meaning set forth in Section 
11(c)(2)(C) of this Agreement.

         (k)   "Common Stock" when used with reference to the Company means
the Common Stock, par value $1.00 per share, of the Company (as the same may be
changed by reason of any combination, subdivision or reclassification of the    
Common Stock). "Common Stock" when used with reference to any Person (other
than the Company prior to a Business Combination) means shares of capital stock
of such Person (if such Person is a corporation) of any class or series, or
units of equity interests in such Person (if such Person is not a corporation)
of any class or series, the terms of which shares or units do not limit (as a
fixed amount and not merely in proportional terms) the amount of dividends or
income payable or distributable on such shares or units or the amount of assets
distributable on such shares or units upon any voluntary or involuntary
liquidation, dissolution or winding up of such Person and do not provide that
such shares or units are subject to redemption at the option of such Person, or
any shares of capital stock or units of equity interests into which the
foregoing shall be reclassified or changed; provided, however, that if at any
time there are more than one such class or series of capital stock of or equity
interests in such Person, "Common Stock" of such Person will include all such
classes and series substantially in the proportion of the total number of
shares or other units of each such class or series outstanding at such time.

         (l)   "Continuing Director" means (i) any member of the Board of
Directors of the Company, while such Person is a member of the Board of
Directors of the Company, who is not an Acquiring Person, or an Affiliate or
Associate of an Acquiring Person or a representative, designee or nominee of an
Acquiring Person or of any such Affiliate or Associate, and who was a member of
the Board of Directors of the Company on the date of this Agreement, and (ii)
any Person who becomes a member of the Board of Directors of the Company after
the date of this Agreement, while 


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such Person is a member of the Board of Directors of the Company, who is not an
Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or a
representative, designee or nominee of an Acquiring Person or of any such
Affiliate or Associate, if such Person's nomination for election, or election,
to the Board of Directors of the Company is recommended or approved by a
majority of the Continuing Directors.

         (m)   "Current Market Price" per share of Common Stock, Common
Equivalent Share or any other security on any date is the average of the daily
closing prices per share of such Common Stock, Common Equivalent Share or any
other security for the 30 consecutive Trading Days (as such term is hereinafter
defined) immediately prior to such date for the purpose of any computation under
this Agreement except computations made pursuant to Section 11(c)(3), and for
the Trading Day immediately prior to such date for the purpose of any
computation under Section 11(c)(3); provided, however, that in the event that
the Current Market Price per share of Common Stock, Common Equivalent Share or
any other security is determined during a period following the announcement by
the issuer of such Common Stock, Common Equivalent Share or any other security
of (i) a dividend or distribution on such Common Stock, Common Equivalent Share
or any other security other than a regular quarterly cash dividend, or (ii) any
subdivision, combination or reclassification of such Common Stock, Common
Equivalent Share or any other security, 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" must be appropriately adjusted to
take into account such dividend, distribution, subdivision, combination or
reclassification. The closing price for each Trading Day shall be the last sale
price, regular way, on such day, or, in case no such sale takes place on such
day, the average of the closing bid and asked prices, regular way, on such day,
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 ("NYSE") or, if the Common Stock, Common Equivalent Share or any
other security is not listed or admitted to trading on the NYSE, as reported in
the principal consolidated transaction reporting system with respect to
securities listed on the principal United States national securities exchange on
which the Common Stock, Common Equivalent Share or any other security is listed
or admitted to trading or, if the Common Stock, Common Equivalent Share or any
other security is 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 Quotations System
("NASDAQ") or such other system then in use, or, if on any such date the Common
Stock, Common Equivalent Share or any other security is 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 security selected by a majority
of the Board of Directors of the Company or, if at the time of such selection
there is an Acquiring Person and at least one Continuing Director, by a majority
of the Continuing Directors. If no such market maker is making a market, the
fair market value of such shares on such day as determined in good faith by a
majority of the Board of Directors of the Company or, if at the time of such
determination there is an Acquiring Person, by a majority of the Continuing
Directors or, if there are then no Continuing Directors, by a nationally
recognized investment banking firm selected by the Board of Directors 


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of the Company having no current or former relationship with an Acquiring
Person, or by the Board of Directors of the issuer of such Common Stock, Common
Equivalent Share or any other security shall be used, which determination shall
be described in a statement filed with the Rights Agent and shall be binding and
conclusive for all purposes. The term "Trading Day" means a day on which the
principal United States national securities exchange on which the Common Stock,
Common Equivalent Share or any other security is listed or admitted to trading
is open for the transaction of business or, if the Common Stock, Common
Equivalent Share or any other security is not listed or admitted to trading on
any United States national securities exchange, but is traded in the
over-the-counter market, then any day for which the high bid and low asked
prices in the over-the-counter market are reported, or if the Common Stock,
Common Equivalent Share or any other security is not traded in the
over-the-counter market, then a Business Day. If the Preferred Stock is not
publicly traded, the "current per share market price" of the Preferred Stock
shall be conclusively deemed to be the current per share market price of the
Common Shares as determined pursuant to this Section 1(m) (appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof), multiplied by the Adjustment Number.

         (n)   "Distribution Date" means the earlier of (i) the tenth day 
after the Stock Acquisition Date and (ii) the tenth Business Day after
commencement or public disclosure of an intention to commence (including,
without limitation, any such commencement or public disclosure which occurs
before or after the date of this Agreement and prior to the issuance of the
Rights) a tender offer or exchange offer by a Person if, after acquiring the
maximum number of securities sought pursuant to such offer, such Person, or any
Affiliate or Associate of such Person, would be an Acquiring Person. A majority
of the Continuing Directors or, if there are then no Continuing Directors, a
majority of the Board of Directors of the Company may defer the date set forth
in clause (ii) of the preceding sentence to a specified later date or to an
unspecified later date to be determined by a subsequent action or event.

         (o)   "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor statute.

         (p)   "Exchange Date" means the time at which Rights are exchanged
pursuant to Section 11(c)(3).

         (q)   "Exempt Event" means with respect to any Person, the 
acquisition by such Person of Beneficial Ownership of Common Stock solely
as a result of the occurrence of a Triggering Event and the effect of such
Triggering Event on the last proviso of clause (ii) of the definition of
Beneficial Owner, other than a Triggering Event in which such Person becomes an
Acquiring Person.

         (r)   "Exempt Person" means (i) the Company, (ii) any Subsidiary of
the Company, (iii) any employee benefit plan of the Company or of any Subsidiary
of the Company, and (iv) any Person holding Common Stock for any such employee
benefit plan or for employees of the 


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Company or of any Subsidiary of the Company pursuant to the terms of any such
employee benefit plan.

         (s)   "Exercise Amount" means the amount payable by the holder as a
condition to the exercise of one Right. Until and unless it shall be adjusted in
accordance with this Agreement, the Exercise Amount shall be $200.

         (t)   "Expiration Date" means the Close of Business on August 10,
2008.

         (u)   "Person" means any individual, firm, corporation, limited
liability company, partnership, joint venture, association, trust,
unincorporated organization or other entity, and shall include any "group" as
that term is used in Rule 13d-5(b) under the Exchange Act (or any successor
provision).

         (v)   "Preferred Stock" means the Company's Junior Participating
Preferred Stock, Series A, par value $1.00 per share, having the rights and
preferences set forth in the Certificate of Designation, Preferences and Rights
of Junior Participating Preferred Stock, Series A, attached hereto as Exhibit A.

         (w)   "Principal Party" means (i) in the case of any Business
Combination described in clause (i), (ii) or (iii) of the first sentence of
Section 13(a), (A) the Person that is the issuer of any securities into which
shares of Common Stock of the Company are converted or for which they are
exchanged in such Business Combination or, if there is more than one such
issuer, the issuer of the Common Stock which has the greatest aggregate market
value or (B) if no securities are so issued, the Person that survives or results
from the Business Combination or, if there is more than one such Person, the
Person the Common Stock of which has the greatest aggregate market value, and
(ii) in the case of any Business Combination described in clause (iv) of the
first sentence in Section 13(a), the Person that receives the greatest portion
of the assets or earning power transferred pursuant to such Business Combination
or, if each Person that is a party to such Business Combination receives the
same portion of the assets or earning power so transferred or if the Person
receiving the greatest portion of the assets or earning power cannot reasonably
be determined, whichever of such Persons is the issuer of the Common Stock which
has the greatest aggregate market value; provided, however, that in any such
case, 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 of one or
more other Persons, then (x) "Principal Party" refers to whichever of such other
Persons has Common Stock that is and has been continuously over the preceding
12-month period registered under Section 12 of the Exchange Act; (y) if the
Common Stocks of two or more of such other Persons are and have been so
registered, "Principal Party" refers to whichever of such other Persons is the
issuer of the Common Stock which has the greatest aggregate market value; or
(z) if the Common Stock of none of such other Persons has been so registered,
"Principal Party" refers to whichever of such other Persons (other than an
individual) is the Person which has the equity securities with the greatest
aggregate market value. In case such Person is owned, directly or indirectly, by
a joint venture formed by two or more 


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<PAGE>   11

Persons that are not owned, directly or indirectly, by the same Person, the
rules set forth above apply to each of the chains of ownership having an
interest in such joint venture as if such Person were a Subsidiary of both or
all of such joint venturers and the Principal Parties in each such chain shall
bear the obligations set forth in Section 13 in the same ratio as their direct
or indirect interests in such Person bear to the total of such interests.

         (x)   "Purchase Price:" Until the Trigger Date, the term Purchase
Price means the price at which one-one thousandth of a share of Preferred Stock
shall be purchasable with the Rights. The Purchase Price shall be $200 per one
one-thousandth of a share of Preferred Stock until and unless it shall be
adjusted pursuant to this Agreement. Immediately after the Trigger Date, the
term "Purchase Price" shall mean the price per Common Share for which Common
Shares shall be purchasable with the Rights. Thereafter the term "Purchase
Price" as applied with respect to each kind of stock or other property
purchasable with the Rights as a result of adjustments prescribed by this
Agreement shall mean the price at which each share of such stock or the smallest
available unit of such other property is purchasable with the Rights.

         (y)   "Record Date" means the Close of Business on August 10, 1998.

         (z)   "Redemption Date" means the time at which the Rights are
scheduled to be redeemed as provided in Section 23.

         (aa)  "Redemption Price" has the meaning given to such term in 
Section 23.

         (bb)  "Securities Act" means the Securities Act of 1933, as 
amended, and any successor statute.

         (cc)  "Stock Acquisition Date" means the first date of public
disclosure by the Company, an Acquiring Person or otherwise that an Acquiring
Person has become such.

         (dd)  "Subsidiary" has the meaning given to such term in Rule 12b-2
of the General Rules and Regulations under the Exchange Act, as in effect on the
date of this Agreement.

         (ee)  "Trigger Date" means the first date upon which a Person 
becomes an Acquiring Person.

         (ff)  "Triggering Event" shall mean a Person becoming an 
Acquiring 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.

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    Section 3.    Issuance of Rights Certificates.

         (a)  Until the Distribution Date: (i) the Rights shall be issued
in respect of and shall be evidenced by the certificates representing the
shares of Common Stock issued and outstanding on the Record Date and shares of
Common Stock issued or which become outstanding after the Record Date and prior
to the  earliest of the Distribution Date, the Redemption Date, the Exchange
Date and the Expiration Date (which certificates for Common Stock shall be
deemed to also be certificates evidencing the Rights), and not by separate
certificates; (ii) the registered holders of such shares of Common Stock shall
also be the registered holders of the Rights associated with such shares; and   
(iii) the Rights shall be transferable only in connection with the transfer of
shares of Common Stock, and the surrender for transfer of any certificate for
such shares of Common Stock shall also constitute the surrender for transfer of
the Rights associated with such shares. As soon as practicable after the
Company has notified the Rights Agent of the occurrence of the Distribution
Date, the Rights Agent, at the expense of the Company, shall (except as
otherwise provided in Section 7(e)) mail, 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, as shown by the records of the Company, at
the address of such holder shown on such records, one or more certificates
evidencing the Rights ("Rights Certificates"), in substantially the form of
Exhibit B hereto, evidencing one Right (as adjusted from time to time pursuant
to this Agreement) for each share of Common Stock so held.  From and after the
Distribution Date,  the Rights will be evidenced solely by such Rights
Certificates.

         (b)   Rights shall be issued in respect of all shares of Common 
Stock which are issued or sold by the Company after the Record Date but prior
to the earliest of the Distribution Date, the Redemption Date, the Exchange
Date and the Expiration Date. In addition, in connection with the issuance or
sale of Common Stock by the Company following the Distribution Date and prior
to the earliest of the Redemption Date, the Exchange Date and the Expiration
Date, the Company shall, with respect to Common Stock so issued or sold
(i) pursuant to the exercise of stock options issued prior to the Distribution
Date or under any employee plan or arrangement created prior to the
Distribution Date, or (ii) upon the exercise, conversion or exchange of
securities issued by the Company prior to the Distribution Date, issue Rights
and Rights Certificates representing the appropriate number of Rights in
connection with such issuance or sale; provided, however, that (x) no such
Rights and Rights Certificate shall be issued if, and to the extent that, the
Company shall be advised by counsel that such issuance would create a
significant risk of material adverse tax consequences to the Company or the
Person to whom such Rights Certificate would be issued and (y) no such Rights
and Rights Certificates shall be issued if, and to the extent that, appropriate
adjustment shall otherwise have been made in lieu of the issuance thereof.
Certificates issued after the Record Date representing shares of Common Stock
outstanding on the Record Date and shares of Common Stock issued after the
Record Date but prior to the earliest of the Distribution Date, the Redemption
Date, the Exchange Date and the Expiration Date shall have impressed, printed,
or written on, or otherwise affixed to them a legend substantially in the
following form:


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<PAGE>   13

         This certificate also evidences and entitles the holder hereof to      
         certain Rights as set forth in a Rights Agreement between Dean Foods
         Company and Harris Trust and Savings Bank as Rights Agent, dated as of
         May 22, 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 executive offices of Dean Foods Company. Under certain
         circumstances, as set forth in the Rights  Agreement, such Rights will
         be evidenced by separate certificates and will no longer be evidenced
         by this certificate. Dean Foods Company will mail to the holder of
         this certificate a copy of the Rights Agreement without charge after
         receipt of a written request therefor. Under certain circumstances,
         Rights that were, are or become beneficially owned by Acquiring
         Persons or their  Associates or Affiliates (as such terms are defined
         in the Rights Agreement) may become null and void and the holder of
         any of such Rights (including any subsequent holder) shall not have
         any right to exercise such Rights.

         (c)  Notwithstanding any other provision of this Agreement, neither
the Company, the Rights Agent nor anyone else shall have any obligation to issue
any Rights Certificate to an Acquiring Person or to anyone else in whose hands
the Rights nominally represented by such Certificate shall be null and void
either initially or in connection with a request to register a transfer of
Rights represented by a certificate previously issued. Furthermore, neither the
Company, the Rights Agent nor anyone else shall be obligated to issue Rights
Certificates to any person making a tender offer which if consummated could
render such person an Acquiring Person or to any Affiliate or Associate of such
person until and unless the tender offer is withdrawn and the person shall have
established to the Company's reasonable satisfaction that such person does not
intend to become an Acquiring Person. The Company shall be entitled to require
any person claiming the right to receive a Rights Certificate to present such
evidence as the Company shall require in good faith to establish to the
Company's satisfaction that the Rights represented by that Certificate have not
become null and void under the provisions in Section 7(e) or that the Company is
not entitled to withhold such certificate under the provisions of the preceding
sentence.

    Section 4. Form of Rights Certificates. The Rights Certificates (and the 
form of election to purchase shares and form of assignment to be printed on the
reverse thereof) shall be in substantially the form of Exhibit B hereto and may
have such marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate and as are not 
inconsistent with the provisions of this Agreement, or as may be required to
comply with any 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
this Agreement, the Rights Certificates, whenever issued, shall be dated as of
the Distribution Date, and on their face shall entitle the holders thereof to
purchase such number of shares of Preferred Stock as shall be set forth therein
at the Purchase Price set forth 


                                    - 10 -


<PAGE>   14

therein, but the number and kind of such securities and the Purchase Price
shall be subject to adjustment as provided in this Agreement.

      Section 5.  Execution, Countersignature and Registration.

         (a)  Each Rights Certificate shall be executed on behalf of the
Company by the Company's Chief Executive Officer, President, Chief Financial
Officer, Treasurer 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 Company's Secretary or an Assistant
Secretary, either manually or by facsimile signature. Each Rights Certificate
shall be countersigned by the Rights Agent either manually or, if permitted by
the Company, by facsimile signature and shall not be valid for any purpose
unless so countersigned. In case any officer of the Company who shall have
signed a Rights Certificate shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company,
such Rights Certificate nevertheless may be countersigned by the Rights Agent
and issued and delivered with the same force and effect as though the Person who
signed such Rights Certificate had not ceased to be such officer of the Company;
and any Rights Certificate 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 Agreement any such Person was not such an officer.

         (b)  Following the Distribution Date, the Rights Agent shall keep or
cause to be kept, at its principal corporate trust office, books for
registration and transfer of the Rights Certificates issued hereunder. Such
books shall show the names and addresses of the respective holders of the Rights
Certificates, the number of Rights evidenced by each Rights Certificate, and the
certificate number and the date of issuance of each Rights Certificate.

    Section 6.  Transfer, Division, Combination and Exchange of Rights 
Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.

         (a)  Subject to the provisions of Section 3(c) and Section 14, at any
time after the Close of Business on the Distribution Date and at or prior to the
Close of Business on the earliest of the Redemption Date, the Exchange Date and
the Expiration Date, any Rights Certificate or Rights Certificates may be
transferred, divided, combined or exchanged for another Rights Certificate or
Rights Certificates, entitling the registered holder to purchase a like number
of shares of Preferred Stock (or following a Triggering Event or a Business
Combination, other securities, cash or other property, as the case may be) as
the Rights Certificate or Rights Certificates surrendered then entitled such
holder to purchase. Any registered holder desiring to transfer, divide, 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, divided, combined or exchanged at the principal
corporate 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. As a condition to such
transfer, division, 


                                      - 11 -


<PAGE>   15

combination or exchange, the Company may require payment by the surrendering
holder of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection therewith. Neither the Rights Agent nor the Company shall
be obligated to take any action whatsoever with respect to the transfer of any
such surrendered Rights Certificate until the registered holder shall have duly
completed and executed the form of assignment on the reverse side of such Rights
Certificate and shall have provided such additional evidence of the identity of
the Beneficial Owner (or such former or proposed Beneficial Owner) thereof or
such Beneficial Owner's Affiliates or Associates as the Company shall reasonably
request.

         (b)  Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Rights Certificate, and, in case of loss, theft or destruction, of indemnity
or security 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
mutilated, the Company will make and deliver a new Rights Certificate of like
tenor to the Rights Agent for 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)  Each Right shall entitle (except as otherwise provided in this
Agreement) the registered holder thereof, upon the exercise thereof as provided
in this Agreement, to purchase, for the Purchase Price, at any time after the
Distribution Date and prior to the earliest of the Expiration Date, the Exchange
Date and the Redemption Date, one one-thousandth (1/1000) of a share of
Preferred Stock, subject to adjustment from time to time as provided in
Sections 11 and 13.

         (b)  The registered holder of any Rights Certificate may exercise the
Rights evidenced thereby (except as otherwise provided in this Agreement) in
whole or in part (except that no fraction of a Right may be exercised) at any
time after the Distribution Date and prior to the earliest of the Expiration
Date, the Exchange Date and the Redemption Date, by surrendering the Rights
Certificate, with the form of election to purchase on the reverse side thereof
duly executed, to the Rights Agent at the principal corporate trust office of
the Rights Agent, together with payment of the Exercise Amount for each Right
exercised.

         (c)  Upon receipt of a Rights Certificate representing exercisable
Rights, with the form of election to purchase duly executed, accompanied by
payment of the Exercise Amount for each Right exercised and an amount equal to
any applicable transfer tax required to be paid by the surrendering holder
pursuant to Section 9(d), the Rights Agent shall, subject to the provisions of
this Agreement, thereupon promptly (i)(A) requisition from any transfer agent
for the Preferred Stock (or make available, if the Rights Agent is the transfer
agent for such shares) certificates for the Preferred Stock (or other
securities, as the case may be) to be purchased (and the Company hereby
irrevocably authorizes its transfer agent to comply with all such requests), or
(B) if the Company shall have elected to deposit the total number of shares of
Preferred Stock (or other securities, as the case may be) issuable upon exercise
of the Rights with a depositary agent, requisition from the depositary agent
depositary receipts representing such Preferred Stock (or other securities, as
the 


                                    - 12 -

<PAGE>   16

case may be) as are to be purchased (in which case certificates for the
Preferred Stock (or other securities, as the case may be) represented by such
receipts shall be deposited by the transfer agent with the depositary agent) and
the Company shall direct the depositary agent to comply with such request;
(ii) 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 (iii) if appropriate, requisition from the Company the amount of
cash to be paid in lieu of issuance of fractional shares in accordance with
Section 14 of this Agreement and, promptly after receipt thereof, cause the same
to be delivered 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 (including shares of Common Stock) of the Company, pay cash and/or
distribute other property pursuant to this Agreement, the Company will make all
arrangements necessary so that such other securities, cash and/or other property
are available for distribution by the Rights Agent, if and when appropriate.

         (d)  In case the registered holder of any Rights Certificate shall
exercise less than all the Rights evidenced thereby, a new Rights Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued
by the Rights Agent and delivered to the registered holder of such Rights
Certificate or to his duly authorized assigns, subject to the provisions of
Section 3(c) and Section 14.

         (e)  Notwithstanding anything in this Agreement to the contrary, any
Rights that are or were formerly beneficially owned on or after the earlier of
the Distribution Date and the Trigger Date by (i) an Acquiring Person or any
Associate or Affiliate of an Acquiring Person, (ii) a direct or indirect
transferee of an Acquiring Person (or of an Associate or Affiliate of such
Acquiring Person) who becomes or becomes entitled to be a transferee after the
Acquiring Person becomes such, or (iii) a direct or indirect transferee of an
Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who
becomes or becomes entitled to be a transferee prior to or concurrently with the
Acquiring Person becoming such and receives such Rights pursuant to either (A) a
direct or indirect transfer (whether or not for consideration) from the
Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to
holders of equity interests in such Acquiring Person (or to holders of equity
interests in any Associate or Affiliate of such Acquiring Person) or to any
Person with whom the Acquiring Person (or an Associate or Affiliate of such
Acquiring Person) has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a direct or indirect transfer which a
majority of the Continuing Directors or, if there are then no Continuing
Directors, a majority of the Board of Directors of the Company determines is
part of a plan, arrangement or understanding which has as a primary purpose or
effect the avoidance of this Section 7(e), shall, immediately upon the
occurrence of a Triggering Event and without any further action, be null and
void and no holder of such Rights shall have any rights whatsoever with respect
to such Rights whether under this Agreement or otherwise, provided, however,
that, in the case of transferees under clause (ii) or clause (iii) above, any
Rights beneficially owned by such transferee shall be null and void only if and
to the extent such Rights were formerly 


                                   - 13 -


<PAGE>   17

beneficially owned by a Person who was, at the time such Person beneficially
owned such Rights, or who later became, an Acquiring Person or an Affiliate or
Associate of such Acquiring Person. The Company shall use all reasonable efforts
to ensure that the provisions of this Section 7(e) are complied with, but shall
have no liability to any holder of a Rights Certificate or to any other Person
as a result of the Company's failure to make, or any delay in making (including
any such failure or delay by the Continuing Directors or the Board of Directors
of the Company) 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 the registered holder of a Rights Certificate upon the
occurrence of any purported exercise as set forth in this Section 7 unless such
registered holder shall have (i) completed and signed the certificate contained
in the form of election to purchase set forth on the reverse side of the Rights
Certificate surrendered for such exercise and (ii) provided such additional
evidence of the identity of the Beneficial Owner (or former or proposed
Beneficial Owner) thereof or the Affiliates or Associates of such Beneficial
Owner (or former or proposed Beneficial Owner) as the Company shall reasonably
request.

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

         (a)  The Company covenants and agrees that it will cause to be
reserved and kept available at all times out of its authorized and unissued
shares of Preferred Stock or its authorized and issued shares of Preferred Stock
held in its treasury (and, following the occurrence of a Triggering Event or a
Business Combination, out of its authorized and unissued shares of Common Stock
and/or other securities or out of its authorized and issued shares of Common
Stock and/or other securities held in its treasury) free from preemptive rights
or any right of first refusal, a sufficient number of shares of Preferred Stock
(and, following the occurrence of a Triggering Event, shares of Common Stock
and/or other securities) to permit the exercise in full of all Rights from time
to time outstanding.

         (b)  The Company further covenants and agrees, so long as the
Preferred Stock (and, following the occurrence of a Triggering Event or a
Business Combination, shares of Common 


                                   - 14 -

<PAGE>   18

Stock and/or other securities) issuable upon the exercise of Rights may be
listed on any United States national securities exchange or quoted on any
automated quotation system, to use its best efforts to cause, from and
after the time that the Rights become exercisable, all such shares and/or other
securities reserved for such issuance to be listed on such exchange or quoted
on such automated quotation system upon official notice of issuance upon such
exercise.

         (c)  The Company further covenants and agrees that it will take all
such action as may be necessary to ensure that all shares of Preferred Stock
(and, following the occurrence of a Triggering Event or a Business Combination,
shares of Common Stock and/or other securities) delivered upon the exercise of
Rights shall, at the time of delivery of the certificates for such shares and/or
such other securities (subject to payment of the Purchase Price), be duly and
validly authorized and issued, fully paid, nonassessable, freely tradeable, not
subject to liens or encumbrances, and free of preemptive rights, rights of first
refusal or any other restrictions or limitations on the transfer or ownership
thereof, of any kind or nature whatsoever.

         (d)  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 original issuance or delivery of the Rights
Certificates or of any certificates for shares of Preferred Stock (or Common
Stock and/or other securities, as the case may be) upon the exercise of Rights.
The Company shall not, however, be required to (i) pay any transfer tax which
may be payable in respect of any transfer involved in the issuance or delivery
of any Rights Certificates or the issuance or delivery of any certificates for
shares of Preferred Stock (or Common Stock and/or other securities as the case
may be) to a Person other than, or in a name other than that of, the registered
holder of the Rights Certificate evidencing Rights surrendered for exercise or
(ii) transfer or deliver any Rights Certificate or issue or deliver any
certificates for shares of Preferred Stock (or Common Stock and/or other
securities as the case may be) upon the exercise of any Rights until any 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.

         (e)  The Company shall (i) as soon as practicable following a
Triggering Event (or such earlier time following the Distribution Date as may be
required by law), prepare and file a registration statement on an appropriate
form under the Securities Act with respect to the securities purchasable upon
exercise of the Rights, (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 Securities Act) until the earlier of (A) the
date as of which Rights are no longer exercisable for such securities and
(B) the Expiration Date. The Company shall also take such action as may be
necessary or appropriate under, or to ensure compliance with, the securities or
"blue sky" laws of the various states in connection with the exercise of the
Rights. The Company may temporarily suspend, for a period of time not to exceed
90 days after the date of a Triggering Event, the exercisability of the Rights
in order to prepare and file such registration statement and permit it to become
effective. Upon any such suspension, the Company shall make a public
announcement stating that the exercisability of the Rights has been 


                                   - 15 -

<PAGE>   19


temporarily suspended, as well as a public announcement at such time as the
suspension is no longer in effect.

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

    Section 11. Adjustments to Purchase Price, Number of Shares or Number of
Rights. The Purchase Price, the number and kind of securities, cash and other
property obtainable upon exercise of each Right and the number of Rights
outstanding shall be subject to adjustment from time to time as provided in this
Section 11.

         (a)  Adjustments Prior to Trigger Date:

              (1)  In the event the Company shall at any time after the date of
                   this Agreement and prior to the Trigger Date (i) pay a
                   dividend or make a distribution on the Common Stock payable
                   in shares of Common Stock, (ii) subdivide (by a stock split
                   or otherwise) the outstanding Common Stock into a larger
                   number of shares, (iii) combine (by a reverse stock split or
                   otherwise) the outstanding Common Stock into a smaller
                   number of shares (and any of the actions described in
                   clauses (i), (ii) or (iii) are herein called a "stock
                   split") then:

                   (A)  The number of Rights outstanding shall be adjusted 
                        so that after giving effect to such stock split the
                        number of Rights outstanding shall be exactly equal to
                        the number of shares of Common Stock outstanding (and
                        so that prior to the Distribution Date one Right shall
                        be associated with every share of Common Stock
                        outstanding after such Stock Split);

                   (B)  The Exercise Amount shall be adjusted by multiplying 
                        the Exercise Amount in effect immediately prior to such
                        stock split by a fraction, the numerator of which shall
                        be the number of shares of Common Stock outstanding
                        immediately  


                                   - 16 -

<PAGE>   20

                        prior to such stock split and the denominator of which
                        shall be the number of shares of Common Stock
                        outstanding immediately  after such stock split;

                   (C)  The Purchase Price for each one one-thousandth of
                        a share of Preferred Stock shall not change; and

                   (D)  The fraction of a share of Preferred Stock purchasable
                        with each Right immediately after such stock split
                        shall be equal to the product derived by multiplying
                        the fraction of a share of Preferred Stock purchasable
                        with each Right immediately prior to such stock split
                        times the fraction cited in clause (B) above.

              The following example illustrates the intended operation of the
              preceding provisions. Assume that initially, each Right would
              (when and if it became exercisable) entitle its holder to
              purchase one one-thousandth of a share of Preferred Stock for
              $200 (and accordingly the initial Exercise Amount and the initial
              Purchase Price per one one-thousandth of a share of Preferred
              Stock are each $200). Assume further that prior to the
              Distribution Date, the Company splits its Common Stock two for
              one (thereby doubling the number of shares of Common Stock
              outstanding). The intended operation of the preceding adjustment
              provisions is that: (i) the number of Rights outstanding would
              also double; (ii) one Right would be associated with each share
              of Common Stock outstanding after the stock split; (iii) each
              Right would have an Exercise Amount equal to $100; (iv) each
              Right will entitle its holder (when and if the Right becomes
              exercisable) to purchase one two-thousandth of one share of
              Preferred Stock; and (v) the Purchase Price for each one
              one-thousandth of a share of Preferred Stock would remain $200 so
              that the price for each one two-thousandth of a share of
              Preferred Stock purchasable with each Right would be $100.

              (2)  Adjustment in Rights Certificates: In the event the
                   Distribution Date shall occur and the Company shall  issue
                   separate certificates to represent the Rights, the following
                   provisions shall thereafter apply:

                   (A)  In the event the number of Rights outstanding are
                        increased pursuant to Section 11(a)(1), the Company
                        shall as promptly as reasonably possible distribute to
                        the record holders of the Rights on the record date for
                        the stock split giving rise to the increase in the
                        number of Rights certificates representing the
                        additional Rights issuable by reason of such stock
                        split.

                                   - 17 -

<PAGE>   21



                   (B)  In the event the number of Rights outstanding are 
                        reduced pursuant to Section 11(a) by reason of the 
                        occurrence of a reverse stock split or its      
                        functional equivalent, then each Rights  certificate
                        outstanding prior to such reverse  stock split shall
                        thereafter represent the reduced  number of Rights into
                        which the Rights represented  by such certificate
                        immediately prior to such  reverse stock split shall
                        have been converted by reason of the occurrence of that
                        reverse stock  split.

         (b)  Basic Triggering Event Adjustments: Upon the first occurrence of
a Triggering Event (except as otherwise provided in this Agreement), each Right
shall be changed so that immediately after the Triggering Event:

              (1)  it shall no longer be exercisable for Preferred Stock
                   but rather shall be exercisable for Common Stock;

              (2)  the number of shares of Common Stock which may be acquired 
                   upon exercise of each Right shall be equal to the result
                   obtained by dividing (x) 50% of the Current Market Price
                   per share of Common Stock on the date of the occurrence of
                   the Triggering Event into (y) the Exercise Amount in effect
                   immediately prior to the Triggering Event; and

              (3)  the Purchase Price per Common Share purchasable with each 
                   Right shall be equal to 50% of the Current Market Price per 
                   share of Common Stock on the date of the occurrence of the 
                   Triggering Event.

         (c)  Other Post Triggering Event Adjustments.

              (1)  At any time after the occurrence of a Triggering Event, a 
                   majority of the Continuing Directors or, if there are then
                   no Continuing Directors, a majority of the Board of
                   Directors of the Company shall have the right to reduce      
                   the Exercise Amount by such amount as such majority shall
                   desire provided that (i) the reduction shall not result in a
                   Purchase Price lower than the par value per  share of the
                   shares purchasable with the Rights, and  (ii) a majority of
                   the Continuing Directors or, if there are then no
                   Continuing Directors, a majority of the Board of Directors
                   of the Company shall determine that such reduction is not
                   contrary to the interests of holders of Rights (other than
                   any Acquiring Person or any other Person in whose hands the
                   Rights are void), including, without limitation, such
                   Directors shall in good faith determine that the value of
                   the Rights (to holders other than any Acquiring Person or
                   any other  Person in whose hands the 


                                   - 18 -

<PAGE>   22


                   Rights are void) immediately after any such reduction will
                   be at least equal to or greater than the value of such
                   Rights immediately prior to the public announcement of such
                   reduction. The term "Reduction Amount" means the amount of
                   the reduction in the Exercise Amount which shall be made in
                   accordance with the preceding sentence. In the event any 
                   reduction shall actually be made in accordance with this
                   paragraph, then the number of Common Shares purchasable with
                   each Right shall be reduced to an amount having a Current
                   Value equal to the remainder derived by subtracting the
                   Reduction Amount from the Current Value as of the date of
                   such adjustment of the number of Common Shares purchasable
                   with each Right immediately prior to such adjustment. For
                   purposes of the preceding sentence, (i) the "Current Value"
                   of a particular number of Common Shares shall be equal to
                   the product derived by multiplying that particular number
                   times the greater of (x) the Current Market Price
                   (calculated as prescribed in Section 1) or (y) the closing
                   price per share (calculated as prescribed in Section 1) for
                   the Common Shares on the Trading Day immediately prior to
                   the day on which the adjustment shall be made and (ii) "the
                   number of Common Shares purchasable with each Right
                   immediately prior to such adjustment" shall be the number
                   after giving effect to the adjustment to be made on the
                   Trigger Date pursuant to Section 11(b) and any other
                   adjustments which shall have been prescribed by this
                   Agreement for the period from the Trigger Date to the date
                   upon which the adjustment shall be made under this Section
                   11(c)(1). Upon making each adjustment under this Section
                   11(c)(1), the Purchase Price for each of the Common Shares
                   purchasable after making such adjustment shall be reduced to
                   the quotient derived by dividing the Exercise Amount in
                   effect after such reduction by the number of Common Shares
                   purchasable with each Right after giving effect to the
                   reduction prescribed by this Section 11(c)(1).
                   Notwithstanding the foregoing, the right to reduce the
                   Exercise Amount pursuant to this Section 11(c)(1) shall not
                   be exercised at any time during which the exchange option
                   set forth in Section 11(c)(3) is exercisable, unless a
                   majority of the Continuing Directors (or, if there are then
                   no Continuing Directors, a majority of the Board of
                   Directors of the Company) in good faith determines that
                   exercise of the Section 11(c)(1) right to reduce the
                   Exchange Amount would provide greater value to the holders
                   of the Rights (other than any Acquiring Person or any other
                   Person in whose hands the Rights are void) than exercise of
                   the Section 11(c)(3) exchange option.

              (2)  Use of Common Equivalent Shares: In the event that the
                   number of shares of Common Stock which are authorized by
                   the Company's 


                                   - 19 -


<PAGE>   23

                   certificate of incorporation, but which are not outstanding
                   or reserved for issuance for purposes other than upon
                   exercise of the Rights ("Available Common Stock") is not
                   sufficient to permit the exercise in full of the Rights
                   after the adjustment made in accordance with Section 11(b),
                   then:


                   (A)  the Company shall first reduce the Exercise Amount
                        pursuant to Section 11(c)(1) by a Reduction Amount
                        equal to the lesser of (i) the amount which shall       
                        be sufficient to reduce the amount of Common Stock
                        purchasable with the Rights (after giving effect to the
                        adjustment prescribed by Section 11(c)(1)) to a number
                        of shares not in excess of the Available Common Stock
                        or (ii) the maximum amount permitted by Section
                        11(c)(1).

                   (B)  If the amount of the adjustment required by the
                        preceding sentence shall not be sufficient to reduce
                        the amount of Common Stock purchasable with     the
                        Rights to a number of shares not in excess of the
                        Available Common Stock, then (i) first, the Available
                        Common Stock shall be allocated among the outstanding
                        Rights so that each Right shall entitle its holder to
                        purchase the same quantity of Available Common Stock
                        and (ii) second, each Right shall additionally entitle
                        its holder to (x) purchase a fraction of a share of
                        Preferred Stock which when multiplied times the
                        Adjustment Number then in effect under the terms of the
                        Preferred Stock produces a product equal to the
                        remainder derived by subtracting the number of shares
                        of Common Stock purchasable with each Right after the
                        allocation specified in clause (i) from the number of
                        shares of Common Stock which would have been
                        purchasable with such Right if the Corporation had had
                        a sufficient number of shares of Common Stock to permit
                        the Right to be exercisable entirely for Common Stock
                        (such remainder being referred to herein as the
                        "Unallocated Shares") or (y) receive cash in an amount
                        equal to the Current Value of the Unallocated Shares
                        (calculated as prescribed in Section 11(c)(1)) as of
                        the date of substitution of cash for such Shares, or
                        (z) receive any combination of the foregoing so long as
                        each Right entitles its holder to receive the same
                        amount of fractional shares of Preferred Stock and
                        cash.

                   (C)  The fraction of a share of Preferred Stock equal to the
                        reciprocal of the Adjustment Number in effect at the 
                        time the



                                   - 20 -

<PAGE>   24

                        term shall be applied shall be deemed to be a "Common
                        Equivalent Share" for purposes of this Agreement. The
                        Company shall take all actions  reasonably necessary so
                        that as nearly as possible each Common Equivalent Share
                        represents substantially the same interest in the
                        Company, has the same dividend rate, and has other
                        characteristics as similar as possible to one share of
                        Common Stock. The term "Common Share" whenever it is
                        used in this Agreement means both a share of Common
                        Stock and a Common Equivalent Share.

                   (D)  If circumstances after the initial Trigger Date
                        require the use of Common Equivalent Shares, the
                        Company shall use its best efforts to obtain
                        authorization to issue a sufficient quantity of Common
                        Stock to permit Common Stock to be issued upon exercise
                        of the Rights and/or any exercise of the exchange right
                        under the following Section. Each time the Company's
                        authorized Common Stock shall be increased, the
                        adjustment required under the preceding paragraphs
                        shall be redone to maximize the amount of Common Stock
                        issuable upon exercise of the Rights. To the extent
                        excess authorized Common Stock remains after the
                        readjustment required by the preceding sentence, the
                        holder of any outstanding Common Equivalent Share shall
                        have the right at any time to require the Company to
                        exchange that share for a share of Common Stock.

                   (E)  In no event, however, shall the Company be
                        obligated to reserve any Common Stock for issuance      
                        under the Rights until and unless a Triggering Event
                        actually occurs.


                   (F)  In no event shall the Company issue any Preferred
                        Stock except for issuances caused by exercise of        
                        the Rights and except for issuances required by this
                        Section 11(c) (2) or Section 11(d)(6).

              (3)  Exchange Option:

                   (A)  At any time after the occurrence of a Triggering
                        Event and prior to (i) the time any Person (other       
                        than an Exempt Person), together with all Affiliates
                        and Associates of such Person, becomes the Beneficial
                        Owner of 50% or more of the Common  Stock then
                        outstanding and (ii) the occurrence of a 



                                   - 21 -

<PAGE>   25

                   
                        Business Combination, a majority of the Continuing
                        Directors or, if there are then no Continuing
                        Directors, a majority of the Board of Directors of the
                        Company may, at their option, cause the Company to
                        exchange for 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), shares of Common Stock at an exchange
                        ratio of one share of Common Stock per Right,
                        appropriately adjusted to reflect any stock split,
                        stock dividend or similar transaction occurring after
                        the date of this Agreement (such exchange ratio being
                        referred to herein as the "Exchange Ratio"). Any
                        partial exchange shall be effected on a pro rata basis
                        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.

                   (B)  Immediately upon the action of a majority of the
                        Continuing Directors or, if there are then no
                        Continuing Directors, a majority of the Board of
                        Directors of the Company ordering the exchange of any
                        particular Rights pursuant to this Section      
                        11(c)(3) and without any further action and without any
                        notice, the right to exercise those particular Rights
                        shall terminate and the only right a holder shall have
                        thereafter with respect to any of those particular
                        Rights shall be to receive the number of shares of
                        Common Stock equal to the number of such Rights held by
                        such holder multiplied by the Exchange Ratio. The
                        Company shall promptly give public notice of any such
                        exchange and in addition, the Company shall promptly
                        mail a notice of any such exchange to all of the
                        holders of such Rights in accordance with Section 25 of
                        this Agreement; provided, however, that the failure to
                        give, any delay in giving or any defect in, such notice
                        shall not affect the validity of such exchange. Each
                        such notice of exchange will state the method by which
                        the exchange of the Common Stock for Rights will be
                        effected and, in the event of any partial exchange, the
                        number of Rights which will be exchanged. The Company
                        shall not be required to issue fractions of shares of
                        Common Stock or to distribute certificates which
                        evidence fractional shares of Common Stock. In lieu of
                        such fractional shares of Common Stock, the Company
                        shall pay to the registered holders of the Rights
                        Certificates with regard to which such fractional
                        shares of Common Stock would otherwise be issuable an
                        amount in



                                   - 22 -

<PAGE>   26



                        cash equal to the product derived by multiplying (x)
                        the subject fraction, by (y) the last sale price of the
                        Company's Common Stock on the fifth Trading Day
                        following the public announcement of the exchange by
                        the Company, or, in case no such sale takes place on
                        such day, the average of the closing bid and asked
                        prices on such day, in either case on a when issued
                        basis (taking into account the exchange), as reported
                        in the principal consolidated transaction reporting
                        system with respect to securities listed or admitted to
                        trading on the NYSE (or, if the Company's Common Stock
                        is not so listed or traded, then as determined in the
                        manner provided under the definition of "Current Market
                        Price," adjusted to take into account the exchange). In
                        determining whether any particular holder shall be
                        obligated to receive cash in lieu of a fractional
                        share, the holder shall be entitled to have all Rights
                        beneficially owned by such holder aggregated so that
                        only one fractional share shall be attributable to all
                        the Rights so beneficially owned.

         (d)  Antidilution Adjustments After the Trigger Date:

              (1)  In the event the Company shall at any time after the
                   Trigger Date effect any stock split with respect to its
                   Common Stock, then the Purchase Price to be in effect after
                   such stock split shall be determined by multiplying the
                   Purchase Price in effect immediately prior to such action by
                   a fraction, the numerator of which shall be the number of
                   Common Shares outstanding immediately prior to such stock
                   split and the denominator of which shall be the number of
                   Common Shares outstanding immediately after such stock
                   split.

              (2)  In case the Company shall at any time after the Trigger
                   Date fix a record date for the making of a distribution to
                   holders of Common Stock (including any such distribution
                   made in connection with a reclassification of the Common
                   Stock or a consolidation or merger in which the Company is
                   the surviving corporation) of securities (other than Common
                   Stock and rights, options or warrants referred to in Section
                   11(d)(3)), cash (other than a regular periodic cash dividend
                   at an annual rate not in excess of (x) 125% of the annual
                   rate of the regular cash dividend paid on the Common Stock
                   during the immediately preceding fiscal year or (y) in the
                   event that a regular cash dividend was not paid on the
                   Common Stock during such preceding fiscal year, 5% of the
                   Current Market Price of the Common Stock on the date such
                   regular cash dividend was first declared),



                                   - 23 -
<PAGE>   27



                   property, evidences of indebtedness or assets, 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 per
                   share of Common Stock on such record date, less the fair
                   market value (as determined in good faith by a majority of
                   the Continuing Directors or, if at the time of such
                   determination there are no Continuing Directors, by a
                   nationally recognized investment banking firm selected by
                   the Board of Directors of the Company having no current or
                   former relationship with an Acquiring Person, whose
                   determination shall be described in a statement filed with
                   the Rights Agent) of such securities, cash, property,
                   evidences of indebtedness or assets to be so distributed in
                   respect of one share of Common Stock, and the denominator of
                   which shall be such Current Market Price per share of Common
                   Stock on such record date. Such adjustments shall be made
                   successively whenever such a record date is fixed; and in
                   the event that such distribution is not made following such
                   adjustment, the Purchase Price shall be readjusted to be the
                   Purchase Price which would have been in effect if such
                   record date had not been fixed.

              (3)  If the Company shall at any time after the Trigger Date
                   fix a record date for the issuance of rights, options or
                   warrants to holders of Common Shares entitling them to
                   subscribe for or purchase Common Shares (or securities       
                   convertible into Common Shares) at a price per Common Share
                   (or, in the case of a convertible security, having a
                   conversion price per Common Share) less than the Current
                   Market Price per share of Common Stock on such record date
                   and requiring that the conversion or purchase right be
                   exercised within 45 calendar days after 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 Shares outstanding on such record date, plus the
                   number of Common Shares which the aggregate exercise and/or
                   conversion price for the total number of Common Shares which
                   are obtainable upon exercise and/or conversion of such
                   rights, options, warrants or convertible securities would
                   purchase at such Current Market Price, and the denominator
                   of which shall be the number of shares of Common Shares
                   outstanding on such record date, plus the number of
                   additional Common Shares which may be obtained upon exercise
                   and/or conversion of such rights, options, warrants or
                   convertible securities. In case such subscription price may
                   be paid in a consideration part or 

                                   - 24 -

<PAGE>   28

                   all of which shall be in a form other than cash, the value
                   of such consideration shall be as determined in good faith
                   by a majority of the Continuing Directors or, if at the time
                   of such determination there are no Continuing Directors, by
                   a nationally recognized investment banking firm selected by
                   the Board of Directors of the Company having no current or 
                   former relationship with an Acquiring Person, whose
                   determination shall be described in a statement filed with
                   the Rights Agent and shall be binding on the Rights  Agent.
                   Common Shares owned by or held for the account of the
                   Company or any Subsidiary of the Company shall not be deemed
                   outstanding for the purpose of any such computation. Such
                   adjustment shall be made successively whenever such a record
                   date is fixed; and in the event that such rights, options or
                   warrants are not issued following such adjustment, the
                   Purchase Price shall be readjusted to be the Purchase Price
                   which would have been in effect if such record date had not
                   been fixed.

              (4)  Anything in this Section 11 to the contrary notwithstanding,
                   the Company shall be entitled to make such reductions in the
                   Purchase Price, in addition to those adjustments expressly
                   required by this Section 11, as and to the extent that it in
                   its sole discretion shall determine to be advisable in order
                   that any combination or subdivision of the Common Stock,
                   issuance wholly for cash of any Common Stock at less than
                   the Current Market Price, issuance wholly for cash of Common
                   Stock or securities which by their terms are convertible
                   into or exchangeable or exercisable for Common Shares, stock
                   dividends or issuance of rights, options or warrants
                   referred to in this Section 11, hereafter made by the
                   Company to holders of its Common Shares, shall not be
                   taxable to such stockholders.

              (5)  After each adjustment of the Purchase Price pursuant to
                   any of subsections (1) - (4) immediately above, the number
                   of Common Shares purchasable with each Right shall be
                   adjusted to the quotient derived by dividing the Purchase
                   Price as constituted after giving effect to such adjustment
                   into the Exercise Amount.

              (6)  The Company shall not take any of the actions described in 
                   any of subsections (1) - (3) above at a time when any Common
                   Equivalent Shares are outstanding unless the Company shall
                   take substantively identical actions with respect to the
                   outstanding Common Stock and outstanding Common Equivalent
                   Shares. Conversely, the Company shall not take any actions
                   with respect to outstanding Common
                        

                                   - 25 -

<PAGE>   29


                   Equivalent Shares analogous to those described in any of     
                   subsections (1) - (3) above unless the Company shall take
                   substantively identical actions with respect to the
                   outstanding Common Stock and outstanding Common Equivalent
                   Shares.

         (e)  Recapitalizations.

              (1)  In the event that after the Trigger Date, the Company
                   shall issue any securities in a reclassification of the      
                   Common Stock or in any other recapitalization (including any
                   such reclassification in connection with a consolidation or
                   merger in which the Company is the surviving corporation),
                   then in each such event:

                   (A)  the property purchasable with each Right shall be
                        adjusted to be whatever the owner of that Right would
                        have owned by reason of both (i) the exercise of
                        that Right immediately prior to such recapitalization
                        or reclassification and (ii) the effect of that
                        recapitalization or reclassification on the property
                        assumed to have been received in such exercise.

                   (B)  The Exercise Amount shall be allocated among the
                        shares of stock and/or other units of property for
                        which the Right shall be exercisable after giving       
                        effect to the adjustment cited in clause (A) based on
                        the fair market value of such property to determine the
                        Purchase Price for each such share and/or unit.

              (2)  To illustrate the intended operation of this provision,
                   assume that: (i) immediately prior to a reclassification,
                   each Right were exercisable for 10 Common Shares and the
                   Exercise Amount were $200 (resulting in a purchase price
                   of $20 per Common Share); (ii) as a result of the
                   Reclassification, each outstanding Common Share is
                   reclassified into two New Common Shares and one Series B
                   Share; and (iii) immediately after the reclassification, the
                   market value of each New Common Share was $30 and the market
                   value of each Series B share was $15. Immediately after the
                   assumed reclassification, each Right would be exercisable
                   for 20 New Common Shares at a purchase price of $8 per share
                   and ten Series B Shares at a purchase price of $4 per share.

         (f)  In the event a Triggering Event shall occur, or in the event
there shall be a recapitalization or reclassification pursuant to Section 11(e),
or in the event there shall be any merger or other action which shall cause a
change in the property purchasable with the Rights under Section 13, or in the
event there shall be any other occurrence or development which shall cause the
property

                                   - 26 -

<PAGE>   30


purchasable with the Rights to consist in whole or in part of anything
other than Preferred Stock, then and in any such event:

              (1)  The certificates representing the Rights shall
                   automatically be deemed to represent the adjusted terms of
                   the Rights without the need to replace such  certificates.
                   The Company shall thereafter make arrangements for the
                   production of certificates representing the revised terms of
                   the Rights resulting from such adjustment and shall use such
                   certificates to represent Rights for which new certificates
                   shall be issuable by reason of a transfer of record
                   ownership or by reason of a request by the existing record
                   owner for a replacement certificate representing the revised
                   terms of the Rights.

              (2)  The principles underlying the adjustment provisions in
                   this Section 11 and elsewhere in this Agreement shall be
                   applied to fairly and proportionately adjust the shares      
                   or other property purchasable with the Rights and the
                   purchase price for each share or other property unit
                   purchasable with the Rights after giving effect to the
                   adjustments required by reason of such event to reflect any
                   subsequent capital changes or other events. Without limiting
                   by implication the generality of the preceding sentence, the
                   provisions of Sections 7, 9, 10, 12, 13, 14 and 24 of this
                   Agreement which related to the Preferred Stock shall after
                   the occurrence of any such event apply in a substantively
                   identical manner to the shares or other property purchasable
                   with the Rights after giving effect to such event.

         (g)  Before taking any action that would cause an adjustment reducing
the Purchase Price per share at which shares are purchasable with the Rights
below the par value of those shares, 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 at such
adjusted Purchase Price.

         (h)  In any case in which this Section 11 shall require that an
adjustment be made effective as of a record date for a specified event, the
Company may elect to defer until the occurrence of such event the issuance to
the holder of any Right exercised after such record date the shares of Common
Stock and other securities, cash or property of the Company, if any, issuable
upon such exercise over and above the shares of Common Stock and other
securities, cash or property of the Company, if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
shares (fractional or otherwise) or other securities, cash or property upon the
occurrence of the event requiring such adjustment.


                                   - 27 -

<PAGE>   31


         (i)  The Company covenants and agrees that on and after the Trigger
Date neither it nor any combination of it and its subsidiaries shall
(i) consolidate with any other Person, or (ii) merge with or into any other
Person or (iii) directly or indirectly sell, lease, or otherwise transfer or
dispose of (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 if (A) at the
time of or immediately after such consolidation, merger, sale, lease, transfer,
or disposition there are any rights, warrants, securities or other instruments
outstanding or agreements in effect which would substantially diminish or
otherwise eliminate the benefits intended to be afforded by the Rights,
(B) prior to, simultaneously with or immediately after such consolidation,
merger, sale, lease, transfer, or disposition the stockholders (or equity
holders) of the Person who constitutes, or would constitute, the Principal Party
in such transaction shall have received a distribution of Rights previously
owned by such Person or any of its Affiliates or Associates or (C) the form or
nature of organization of the Principal Party would preclude or limit the
exercisability of the Rights. The Company shall not consummate any such
consolidation, merger, sale, lease, transfer, or disposition unless prior
thereto the Company and such other Person shall have executed and delivered to
the Rights Agent a supplemental agreement evidencing compliance with this
Section 11(i).

         (j)  The Company covenants and agrees that, after the Trigger Date it
will not, except as permitted by Section 11(c)(3) of this Agreement, take (or
permit any Subsidiary to take) any action if at the time such action is taken it
is reasonably foreseeable that such action will, directly or indirectly,
diminish or otherwise eliminate the benefits intended to be afforded by the
Rights.

    Section 12. Certification of Adjustments. Whenever an adjustment is made
as provided in Sections 11 and 13, the Company shall (a) promptly prepare a
certificate setting forth such adjustment and a brief statement of the facts
accounting for such adjustment, (b) promptly file with the Rights Agent and with
each transfer agent for the stock then purchasable with the Rights a copy of
such certificate and (c) mail a brief summary thereof to each holder of a Rights
Certificate (or, if no Rights Certificates have been issued, to each holder of a
certificate representing shares of Common Stock) in accordance with Section 25.
Notwithstanding the foregoing sentence, the failure of the Company to give such
notice shall not affect the validity of or the force or effect of or the
requirement for such adjustment. Any adjustment to be made pursuant to
Sections 11 and 13 of this Agreement shall be effective as of the date of the
event giving rise to such adjustment. The Rights Agent shall be fully protected
in relying on any such certificate and on any adjustment therein contained, and
shall not be obligated or responsible for calculating any adjustment, nor shall
it be deemed to have knowledge of such an adjustment unless and until it shall
have received such certificate.

                                   - 28 -

<PAGE>   32


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

         (a)  A "Business Combination" shall be deemed to occur in the event
that, in or following a Triggering Event, (i) the Company shall, directly or
indirectly, consolidate with, or merge with and into, any other Person (other
than a Subsidiary of the Company in a transaction that complies with
Section 11(i) and Section 11(j) of this Agreement) in a transaction in which the
Company is not the continuing, resulting or surviving corporation of such merger
or consolidation, (ii) any Person (other than a Subsidiary of the Company in a
transaction that complies with Section 11(i) and Section 11(j) of this
Agreement) shall, directly or indirectly, consolidate with the Company, or shall
merge with and into the Company, in a transaction in which the Company is the
continuing, resulting or surviving corporation of such merger or consolidation
and, in connection with such merger or consolidation, all or part of the Common
Stock shall be changed (including, without limitation, any conversion into or
exchange for securities of the Company or of any other Person, cash or any other
property), (iii) the Company shall, directly or indirectly, effect a share
exchange in which all or part of the Common Stock shall be changed (including,
without limitation, any conversion into or exchange for securities of any other
Person, cash or any other property) or (iv) the Company shall, directly or
indirectly, sell, lease, exchange, mortgage, pledge or otherwise transfer or
dispose of (or one or more of its Subsidiaries shall directly or indirectly
sell, lease, exchange, mortgage, pledge or otherwise transfer or dispose of), 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 (other than the Company or
any of its Subsidiaries in one or more transactions each and all of which comply
with Section 11(i) and Section 11(j) of this Agreement).

         In the event of a Business Combination, proper provision shall be
made so that each holder of a Right (except as otherwise provided in this
Agreement) shall thereafter have the right to receive, upon the exercise of each
Right, such number of shares of Common Stock of the Principal Party as shall be
equal to the result obtained by dividing the Exercise Amount in effect prior to
the Business Combination by 50% of the Current Market Price per share of the
Common Stock of such Principal Party immediately prior to the consummation of
such Business Combination. All shares of Common Stock of any Person for which
any Right may be exercised after consummation of a Business Combination as
provided in this Section 13(a) shall, when issued upon exercise thereof in
accordance with this Agreement, be duly and validly authorized and issued, fully
paid, nonassessable, freely tradeable, not subject to liens or encumbrances, and
free of preemptive rights, rights of first refusal or any other restrictions or
limitations on the transfer or ownership thereof of any kind or nature
whatsoever. The Purchase Price per share for such Common Stock immediately after
such Business Combination shall be equal to 50% of the Current Market Price per
share of the Common Stock of such Principal Party immediately prior to the
consummation of such Business Combination.

         (b) After consummation of any Business Combination, (i) the
Principal Party shall be liable for, and shall assume, by virtue of such
Business Combination and without the necessity of any further act, all the
obligations and duties of the Company pursuant to this 



                                   - 29 -


<PAGE>   33

Agreement, (ii) the term "Company" as used in this Agreement shall thereafter be
deemed to refer to such Principal Party and (iii) such Principal Party shall
take all steps (including, but not limited to, the reservation of a sufficient
number of shares of its Common Stock in accordance with Section 9) in connection
with such Business Combination as necessary to ensure that the provisions of
this Agreement shall thereafter be applicable, as nearly as reasonably may be,
in relation to the shares of its Common Stock thereafter deliverable upon the
exercise of the Rights.

         (c)  The Company shall not consummate any Business Combination unless
prior thereto (i) the Principal Party shall have a sufficient number of
authorized shares of its Common Stock which have not been issued or reserved for
issuance (other than shares reserved for issuance pursuant to this Agreement to
the holders of Rights) to permit the exercise in full of the Rights in
accordance with this Section 13, (ii) the Company and such Principal Party shall
have executed and delivered to the Rights Agent a supplemental agreement
providing for the fulfillment of the Principal Party's obligations and the terms
as set forth in paragraphs (a) and (b) of this Section 13 and further providing
that, as soon as practicable on or after the date of such Business Combination,
the Principal Party, at its own expense, shall (A) prepare and file, if
necessary, a registration statement on an appropriate form under the Securities
Act with respect to the Rights and the securities purchasable upon exercise of
the Rights, (B) use its best efforts to cause such registration statement to
become effective as soon as practicable after such filing and remain effective
(with a prospectus at all times meeting the requirements of the Securities Act)
until the Expiration Date, (C) deliver to holders of the Rights historical
financial statements for the Principal Party and each of its Affiliates which
comply in all respects with the requirements for registration on Form 10 (or any
successor form) under the Exchange Act, (D) use its best efforts to qualify or
register the Rights and the securities purchasable upon exercise of the Rights
under the state securities or "blue sky" laws of such jurisdictions as may be
necessary or appropriate, (E) use its best efforts to list the Rights and the
securities purchasable upon exercise of the Rights on a United States national
securities exchange and (F) obtain waivers of any rights of first refusal or
preemptive rights in respect of the Common Stock of the Principal Party subject
to purchase upon exercise of outstanding Rights, (iii) the Company and the
Principal Party shall have furnished to the Rights Agent an opinion of
independent counsel stating that such supplemental agreement is a legal, valid
and binding agreement of the Principal Party enforceable against the Principal
Party in accordance with its terms, and (iv) the Company and the Principal Party
shall have filed with the Rights Agent a certificate of a nationally recognized
firm of independent accountants setting forth the number of shares of Common
Stock of such issuer which may be purchased upon the exercise of each Right
after the consummation of such Business Combination.

         (d)  The provisions of this Section 13 shall similarly apply to
successive Business Combinations. In the event a Business Combination shall be
consummated at any time after the occurrence of a Triggering Event, the Rights
which have not theretofore been exercised shall thereafter be exercisable for
the consideration and in the manner described in Section 13(a). The provisions
of Section 11(b) of this Agreement shall be applicable to events which occur
after a Business Combination.


                                   - 30 -

<PAGE>   34

         (e)  Notwithstanding any other provision of this Agreement, no
adjustment to the number or kind of shares (or fractions of a share), cash or
other property for which a Right is exercisable or the number of Rights
outstanding or associated with each share of Common Stock or any similar or
other 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
Sections 11 and 13, unless the terms of this Agreement are amended so as to
preserve such benefits, provided that this paragraph shall not prevent any
change prior to the Trigger Date permitted by Section 26(a) and provided that
this Section 13(e) shall not be deemed to limit or impair the right to engage in
an exchange pursuant to Section 11(c)(3).

         (f)  The Company covenants and agrees that it shall not effect any
Business Combination if at the time of, or immediately after such Business
Combination, there are any rights, options, warrants or other instruments
outstanding which would diminish or otherwise eliminate the benefits intended to
be afforded by the Rights.

         (g)  Without limiting the generality of this Section 13, in the event
the nature of the organization of any Principal Party shall preclude or limit
the acquisition of Common Stock of such Principal Party upon exercise of the
Rights as required by Section 13(a) as a result of a Business Combination, it
shall be a condition to such Business Combination that such Principal Party
shall take such steps (including, but not limited to, a reorganization) as may
be necessary to ensure that the benefits intended to be derived under this
Section 13 upon the exercise of the Rights are assured to the holders thereof.

    Section 14. Fractional Rights and Fractional Shares.

         (a)  The Company shall not be required to issue fractional Rights or
to distribute Rights Certificates which evidence fractional Rights.

         (b)  The Company shall permit the issuance and trading of Preferred
Stock in fractional shares such that the smallest fractional share tradeable at
any particular time shall equal the reciprocal of the Adjustment Number in
effect at that particular time. The Company shall not be required to issue
fractions of shares of Preferred Stock (other than fractions which are integral
multiples of the reciprocal of the Adjustment Number) upon exercise of the
Rights or to distribute certificates which evidence fractional shares of
Preferred Stock (other than fractions which are integral multiples of the
reciprocal of the Adjustment Number). Fractions of shares of Preferred Stock
may, at the election of the Company, be evidenced by depositary receipts,
pursuant to an appropriate agreement between the Company and a depositary
selected by it, provided that such agreement shall provide that the holders of
such depositary receipts shall have all the rights, privileges and preferences
to which they are entitled as beneficial owners of the Preferred Stock. In lieu
of fractional shares of Preferred Stock that are not integral multiples of the
reciprocal of the Adjustment Number, the Company may at its option (i) issue
scrip or warrants in registered form (either represented by a certificate or
uncertificated) or in bearer form (represented by a certificate) 


                                   - 31 -


<PAGE>   35

which shall entitle the holder to receive the reciprocal of the Adjustment
Number of one share of Preferred Stock upon the surrender of such scrip or
warrants aggregating the reciprocal of the Adjustment Number of one share of
Preferred Stock, or (ii) pay to the registered holders of Rights Certificates at
the time such Rights Certificates are exercised as provided in this Agreement an
amount in cash equal to the same fraction of the relevant closing price of a
share of Preferred Stock. For purposes of this Section 14(b), the relevant
closing price of a share of Preferred Stock shall be the closing price of a
share of Preferred Stock (as determined pursuant to the second sentence of the
definition of "Current Market Price" in Section 1) for the Trading Day
immediately prior to the date of such exercise.

         (c)  The Company shall not be required to issue fractions of shares
of Common Stock or Common Equivalent Shares or to distribute certificates which
evidence fractional shares of Common Stock. In lieu of such fractional shares of
Common Stock, the Company shall pay to the registered holders of the Rights
Certificates with regard to which such fractional shares of Common Stock would
otherwise be issuable an amount in cash equal to the product derived by
multiplying (x) the subject fraction, by (y) the closing price of a share of
Common Stock (as determined pursuant to the second sentence of the definition of
"Current Market Price" in Section 1) for the Trading Day immediately prior to
the date of such exercise.

         (d)  The holder of a Right by his acceptance thereof expressly waives
any right to receive any fractional Rights or any fractional shares upon
exercise of a Right (except as otherwise provided in this Agreement).

    Section 15. Rights of Action. Except as otherwise provided, all rights of
action in respect of this Agreement are vested in the respective registered
holders of the Rights Certificates (and, prior to the Distribution Date, any
registered holders of associated Common Stock); and any registered holder of any
Rights Certificate (or, prior to the Distribution Date, any share of associated
Common Stock), without the consent of the Rights Agent or of the holder of any
other Right, may, on 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 rights pursuant to this Agreement.
Without limiting the foregoing or any remedies available to the holders of
Rights, it is specifically acknowledged that the holders of Rights would not
have an adequate remedy at law for any breach of this Agreement and will be
entitled to specific performance of the obligations under, and injunctive relief
against actual or threatened violations of the obligations of any Person subject
to, this Agreement.

    Section 16. Agreement of Rights Holders Concerning Transfer and Ownership
of Rights. 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;


                                   - 32 -

<PAGE>   36


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

         (c)  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 Certificate or the associated Common Stock certificate
made by anyone other than the Company, the transfer agent for the stock
purchasable with such Right or the Rights Agent) for all purposes whatsoever,
and neither the Company nor the Rights Agent shall be affected by any notice to
the contrary.

    Section 17. Rights Holder Not Deemed a Stockholder. No holder, as such, of
any Rights Certificate shall be entitled to vote or to receive dividends or
distributions or shall be deemed for any purpose the holder of Preferred Stock
or any other securities, cash or other property which may at any time be
issuable on the exercise of the Rights represented thereby, nor shall anything
contained in this Agreement 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, including, without limitation, any right (i) to vote
for the election of directors or upon any matter submitted to stockholders at
any meeting thereof, (ii) to give or withhold consent to any corporate action,
(iii) to receive notice of meetings or other actions affecting stockholders
(except as provided in Section 24), (iv) to receive dividends, distributions or
subscription rights, (v) to institute, as a holder of Preferred Stock or other
securities issuable on exercise of the Rights represented by any Rights
Certificate, any derivative action on behalf of the Company, or otherwise, until
and only to the extent that the Right or Rights evidenced by such Rights
Certificate shall have been exercised in accordance with the provisions of this
Agreement.

    Section 18. 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 other disbursements incurred in the administration and
execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability or expense, incurred without
negligence, bad faith, willful misconduct or breach of this Agreement on the
part of the Rights Agent, for anything done or omitted by the Rights Agent in
connection with the acceptance and administration of this Agreement, including
the costs and expenses of defending against any claim of liability in the
premises. The indemnity provided for herein shall survive the expiration of the
Rights, the termination of this Agreement, and the resignation or removal of the
Rights Agent. The costs and expenses of enforcing this right of indemnification
shall also be paid by the Company.

         The Rights Agent may conclusively rely upon and 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 Preferred 


                                   - 33 -

<PAGE>   37


Stock or 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
reasonably believed by it to be genuine and to be signed, executed and, when
necessary, verified or acknowledged, by the proper Person or Persons.

         Notwithstanding anything in this Agreement to the contrary, in no
event shall the Rights Agent be liable for special, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost
profits), even if the Rights Agent has been advised of the likelihood of such
loss or damage and regardless of the form of the action.

    Section 19. 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 document or any further act on the part of any of the parties
hereto, provided that such corporation would be eligible for appointment as a
successor Rights Agent under the provisions of Section 21. In case at the time
such successor Rights Agent shall succeed to the agency created by this
Agreement any of the Rights Certificates shall have been countersigned but not
delivered, any such successor Rights Agent may adopt the countersignature of the
predecessor Rights Agent and deliver such Rights Certificate 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
Certificate either in the name of the predecessor Rights Agent or in the name of
the successor Rights Agent; and in all such cases such Rights Certificates shall
have the full force provided in the Rights Certificates and 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 20. Duties of Rights Agent. The Rights Agent undertakes the duties
and obligations imposed by this Agreement upon the following terms and
conditions and no implied duties or obligations shall be read into this
Agreement against the Rights Agent, by all of which the Company and the holders
of Rights Certificates, by their acceptance thereof, shall be bound:

         (a)  Before the Rights Agent acts or refrains from acting, the Rights
Agent may consult with legal counsel (who may be legal counsel for the Company),
and the opinion of such 


                                   - 34 -


<PAGE>   38

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 or any
Affiliate or Associate of an Acquiring Person or the determination of Current
Market Price) be proved or established by the Company prior to taking or
suffering any action hereunder, such fact or matter (unless other evidence in
respect thereof be specifically prescribed in this Agreement) may be deemed to
be conclusively proved and established by a certificate signed by the Chairman,
the Chief Executive Officer, the President, the Chief Financial Officer, the
General Counsel, the Treasurer, any Vice President or the 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 the
negligence, bad faith, willful misconduct or breach of this Agreement by it or
its attorneys or agent.

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

         (e)  The Rights Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery of this
Agreement (except the due execution and delivery of this Agreement by the Rights
Agent) or in respect of the validity or execution of any Rights Certificate
(except its countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in this Agreement
or in any Rights Certificate; nor shall it be responsible for any change or
adjustment in the terms of the Rights (including the manner, method or amount
thereof) provided for in Sections 3, 11, 13 or 23 or the ascertaining of the
existence of facts that would require any such change or adjustment (except with
respect to the exercise of Rights evidenced by Rights Certificates after actual
notice of any change or adjustment is required); 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 Preferred Stock, Common Stock or
other securities to be issued pursuant to this Agreement or any Rights
Certificate or as to whether any shares of Preferred Stock, Common Stock or
other securities will, when issued, be validly authorized and issued, fully paid
and nonassessable.

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


                                   - 35 -

<PAGE>   39


         (g)  The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from the
Chairman, the Chief Executive Officer, the President, the Chief Financial
Officer, the General Counsel, the Treasurer, any Vice President or the Secretary
of the Company, and to apply to such officers for advice or instructions in
connection with its duties, and it shall not be liable for any action taken or
suffered to be taken by it in good faith in accordance with instructions of any
such officer. 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 under this Rights
Agreement and the date on or after which such action shall be taken or such
omission shall be effective. The Rights Agent shall not be liable for any action
taken by, or omission of, the Rights Agent in accordance with a proposal
included in any such application on or after the date specified in such
application (which date shall not be less than ten Business Days after the date
any officer of the Company actually receives such application, unless any such
officer shall have consented in writing to an earlier date) unless, prior to
taking any such action (or the effective date in the case of an omission), the
Rights Agent shall have received written instructions in response to such
application subject to the proposed action or omission and/or 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 the Rights Agent were not
serving as such under this Agreement. Nothing in this Agreement 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.

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

         (k)  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.

         (l)  The Rights Agent shall not be required to take notice or be
deemed to have notice of any fact, event or determination (including, without
limitation, any dates or events defined in this Agreement or the designation of
any Person as an Acquiring Person, Affiliate or Associate) 


                                   - 36 -

<PAGE>   40


under this Agreement unless and until the Rights Agent shall be specifically
notified in writing by the Company of such fact, event or determination.

    Section 21. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon notice of 30 days in writing mailed to the Company and to each transfer
agent of the Common Stock or Preferred Stock by registered or certified mail
and, at the expense of the Company, to the holders of the Rights Certificates by
either (i) first-class mail or (ii) by disclosure in a periodic report of the
Company required to be filed under the Exchange Act, any permitted report under
the Exchange Act, a press release of the Company or in any proxy or other
communication of the Company with its stockholders. The Company may remove the
Rights Agent or any successor Rights Agent upon notice of 30 days 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 or Preferred Stock by registered or
certified mail, and to the holders of the Rights Certificates by either (i)
first-class mail or (ii) by disclosure in a periodic report of the Company
required to be filed under the Exchange Act, any permitted report under the
Exchange Act, a press release of the Company or in any proxy or other
communication of the Company with its stockholders. 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. Notwithstanding any other
provision of this Agreement, in no event shall the resignation or removal of a
Rights Agent be effective until a successor Rights Agent shall have been
appointed and have accepted such appointment. If the Company shall fail to make
such appointment within a period of 30 days after such removal or after it has
been notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by any holder of a Rights Certificate (who shall,
with such notice, submit his Rights Certificate for inspection by the Company),
then the incumbent Rights Agent or 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 a corporation organized and doing business
under the laws of the United States or of the State of Illinois or the State of
New York (or of any other state of the United States so long as such
corporation is authorized to conduct a banking, corporate trust or stock
transfer business in the State of Illinois or the State of New York) 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. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and
transfer to the successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance, conveyance, act or
deed necessary for such 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 or
Preferred Stock; the Company shall also either (i) mail a notice thereof in
writing to the registered holders of the Rights Certificates or (ii) make a
disclosure with respect thereto in a periodic report of the Company required to
be filed under the Exchange Act, any permitted report under the Exchange Act, a
press release of the 


                                   - 37 -


<PAGE>   41

Company or in any proxy or other communication of the Company with its
stockholders. Failure to give any notice provided for in this Section 21,
however, or any defect therein, shall not affect the legality or validity of the
resignation or removal of the Rights Agent or the appointment of the successor
Rights Agent, as the case may be.

    Section 22. Issuance of New Rights Certificates. Notwithstanding any of
the provisions of this Agreement or of the Rights Certificates to the contrary,
the Company may, at its option, issue new Rights Certificates evidencing Rights
in such form as may be approved by a majority of the Board of Directors of the
Company or, if there is then an Acquiring Person and at least one Continuing
Director, by a majority of the Continuing Directors to reflect any adjustment or
change in the Purchase Price per share and the number or kind or class of
securities, cash or other property purchasable under the Rights Certificates
made in accordance with the provisions of this Agreement.

    Section 23. Redemption and Termination.

         (a)  The Board of Directors of the Company may, at its option, at any
time prior to the earlier of (i) the Trigger Date and (ii) the Expiration Date,
redeem all but not less than all of the then-outstanding Rights at a redemption
price of $.01 per Right (the "Redemption Price") appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring after
the date of this Agreement. The Company may, at its option, pay the Redemption
Price in cash, shares (including fractional shares) of Common Stock (based on
the Current Market Price of the Common Stock at the time of redemption) or any
other form of consideration deemed appropriate by the Board of Directors. The
redemption of the Rights by the Board of Directors of the Company may be made
effective at such time, on such basis and with such conditions as the Board of
Directors of the Company in its sole discretion may establish.

         (b)  At the time and date of effectiveness set forth in any
resolution of the Board of Directors of the Company ordering the redemption of
the Rights, without any further action and without any further 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; provided, however,
that such resolution of the Board of Directors of the Company may be revoked,
rescinded or otherwise modified at any time prior to the time and date of
effectiveness set forth in such resolution, in which event the right to exercise
will not terminate at the time and date originally set for such termination by
the Board of Directors of the Company. The Company shall promptly give public
notice of any such redemption; provided, however, that the failure to give, or
any defect in, any such notice shall not affect the validity of such redemption.
The Company shall also give notice of such redemption to the Rights Agent. The
Company may elect to give notice of such redemption to the holders of the
then-outstanding Rights by mailing such notice to all such holders at their last
addresses as they appear upon the registry books of the Rights Agent or, prior
to the issuance of Rights Certificates, on the registry books of the transfer
agent for the Common Stock. Any notice which is mailed in the manner provided in
this Agreement shall be deemed given, whether or not the holder receives the
notice. In connection with any redemption permitted under this Section 23, the
Company may, at its option, discharge all of its obligations with respect to the
Rights by (i) issuing a press release 


                                   - 38 -


<PAGE>   42

announcing the manner of redemption of the Rights and (ii) mailing payment of 
the Redemption Price to the registered holders of the Rights at their last      
addresses as they appear on the registry books of the Rights Agent or, prior to
the issuance of the Rights Certificates, on the registry books of the transfer
agent for the Common Stock, and upon such action, all outstanding Rights
Certificates shall be null and void without any further action by the Company.
Neither the Company nor any of its Affiliates or Associates may redeem, acquire
or purchase for value any Rights at any time in any manner other than that
specifically set forth in this Section 23, and other than in connection with
the purchase of shares of Common Stock prior to the earlier of the Distribution
Date and the Expiration Date.

    Section 24. Notice of Certain Events. In case the Company, on or after the
Distribution Date, shall propose to (a) pay any dividend payable in stock of any
class to the holders of its Common Shares or to make any other distribution to
the holders of its Common Shares (other than a regular periodic cash dividend at
an annual rate not in excess of 125% of the annualized rate of the cash dividend
paid on the Common Shares during the immediately preceding fiscal year), or
(b) offer to the holders of its Common Shares rights, options or warrants to
subscribe for or to purchase any additional shares of Common Shares or shares of
stock of any class or any other securities, rights or options, or (c) effect any
reclassification of the Common Shares (other than a reclassification involving
only the subdivision of outstanding shares of Common Shares, a change in the par
value of such Common Shares or a change from par value to no par value), or
(d) directly or indirectly effect any consolidation or merger into or with, or
effect any sale, lease, exchange, or other transfer or disposition (or to permit
one or more of its Subsidiaries to effect any sale, lease, exchange or other
transfer or disposition), in one transaction or a series of related
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) effect the
liquidation, dissolution or winding up of the Company, then, in each such case,
the Company shall give to each holder of a Right, in accordance with Section 25,
a notice of such proposed action, which shall specify any record date for the
purposes of such stock dividend or distribution of rights, or the date on which
such reclassification, consolidation, merger, sale, lease, exchange, transfer,
disposition, liquidation, dissolution or winding up is to take place and if such
holders will or may participate therein, the date of participation therein by
the holders of Common Shares, if any such date is to be fixed, and such notice
shall be so given in the case of any action covered by clause (a) or (b) above
at least 20 days prior to the record date for determining holders of the Common
Shares for purposes of such action, and in the case of any such other action, at
least 20 days prior to the date of the taking of such proposed action or the
date of participation therein, if any, by the holders of Common Shares,
whichever shall be the earlier. The failure to give notice as required by this
Section 24 or any defect therein shall not affect the legality or validity of
the action taken by the Company or the vote upon any such action.

         In case any Triggering Event or Business Combination 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 25, notice of
the occurrence of such Triggering Event or Business Combination, which shall
specify the Triggering Event or Business Combination and include a description
of the consequences of such event to holders of Rights under Section 11 or 13.


                                   - 39 -

<PAGE>   43


    Section 25. 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:

                         Dean Foods Company
                         3600 N. River Road
                         Franklin Park, Illinois 60131

Subject to the provisions of Section 21, any notice or demand authorized by this
Agreement to be given or made by the Company or by the holder of any Rights
Certificate to or on the Rights Agent shall be sent by registered or certified
mail, and shall be deemed given upon receipt, addressed (until another address
is filed in writing with the Company) as follows:

                         Harris Trust and Savings Bank
                         111 West Monroe Street
                         Chicago, Illinois  60690

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 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 (or, if no Rights Certificates have been issued, if sent by
first-class mail, postage prepaid, addressed to each holder of a certificate
representing shares of Common Stock at the address of such holder as shown on
the Company's Common Stock registry books).

    Section 26. Supplements and Amendments.

         (a)  At any time prior to the Trigger Date, a majority of the Board
of Directors of the Company may, and the Rights Agent shall, if so directed,
supplement or amend any provision of this Agreement, including, without
limitation, the Beneficial Ownership percent as set forth in Section 1 at which
a Person becomes an Acquiring Person and the definition of Exempt Person as
set forth in Section 1 to include any Person in addition to the Persons
described therein, without the approval of any holders of Rights.

         (b)  From and after the Trigger Date, a majority of the Board of
Directors of the Company may, and the Rights Agent shall, if so directed, amend
this Agreement without the approval of any holders of Rights Certificates (i) to
cure any ambiguity, (ii) to correct or supplement any provision contained in
this Agreement which may be defective or inconsistent with any other provision
of this Agreement or (iii) to change or supplement the provisions hereunder in
any manner which the Company may deem necessary or desirable, so long as such
change or supplement is not prohibited by Section 11(j) or Section 13(f) and
would not otherwise adversely affect the interests of the holders of Rights
Certificates (other than an Acquiring Person or any other Person in whose hands
the rights are void under the provisions of Section 7(e)).


                                   - 40 -

<PAGE>   44


         (c)  Except as otherwise provided in Section 26(b):

              (1)  The Board of Directors of the Company (or, where 
                   specifically provided for in this Agreement, the Continuing
                   Directors) shall have the exclusive power and authority to
                   administer this Agreement and to exercise all rights and
                   powers specifically granted to the Board of Directors of the
                   Company 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 a determination
                   to redeem or not redeem the Rights, to exchange or not
                   exchange the Rights for Common Stock or other securities of
                   the Company, or to amend or supplement this Agreement). No
                   such action, interpretation or determination (or omission
                   with respect to the foregoing) shall subject the Board of
                   Directors of the Company or the Continuing Directors to any
                   liability to the holders of the Rights.

              (2)  Immediately upon the action of a majority of the Board
                   of Directors of the Company providing for any amendment or
                   supplement pursuant to this Section 26, and without  any
                   further action and without notice, such amendment or
                   supplement shall be deemed effective. Promptly following the
                   adoption of any amendment or supplement pursuant to this
                   Section 26, the Company shall deliver to the Rights Agent a
                   copy, certified by the Secretary or any Assistant Secretary
                   of the Company, of resolutions of a majority of the Board of
                   Directors of the Company adopting such amendment or
                   supplement. Upon such delivery, the amendment or supplement
                   shall be administered by the Rights Agent as part of this
                   Agreement in accordance with the terms of this Agreement, as
                   so amended or supplemented.

         (d)  Notwithstanding anything in this Agreement to the contrary, no
supplement or amendment that changes the rights and duties of the Rights Agent
under this Agreement will be effective against the Rights Agent without the
execution of such supplement or amendment by the Rights Agent.

    Section 27. 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.


                                   - 41 -

<PAGE>   45


    Section 28. Benefits of this Agreement. Nothing in this Agreement shall be
construed to give to any Person other than the Company, the Rights Agent and the
registered holders of Rights any legal or equitable right, remedy or claim under
this Agreement; and this Agreement shall be for the sole and exclusive benefit
of the Company, the Rights Agent and the registered holders of the Rights.

    Section 29. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be valid and enforceable
under applicable law, but if any provision of this Agreement shall be held to be
prohibited by or unenforceable under applicable law, (i) such provision shall be
applied to accomplish the objectives of the provision as originally written to
the fullest extent permitted by law and (ii) all other provisions of this
Agreement shall remain in full force and effect. No rule of strict construction,
rule resolving ambiguities against the person who drafted the provision giving
rise to such ambiguities, or other such rule of interpretation shall be applied
against any party with respect to this Agreement.

    Section 30. Governing Law. This Agreement and each Rights Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the internal laws of Delaware applicable to contracts to be made
and performed entirely within Delaware, except as to the rights and obligations
of the Rights Agent, which shall be governed by and construed in accordance with
the laws of the State of Illinois.

    Section 31. Counterparts. This Agreement may be executed in counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and both such counterparts shall together constitute but one and the
same instrument.

    Section 32. 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 of this
Agreement.

    Section 33. Grammatical Construction. Throughout this Agreement, where
such meanings would be appropriate, (a) any pronouns used herein shall include
the corresponding masculine, feminine or neuter forms (e.g., references to "he"
shall also include "she" and "it" and references to "who" and "whom" shall also
include "which") and (b) the plural form of nouns and pronouns shall include the
singular and vice-versa.




                                   - 42 -

<PAGE>   46


         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.

                       DEAN FOODS COMPANY

                       By________________________________
                          Title:


                       HARRIS TRUST AND SAVINGS BANK
                       as Rights Agent


                       By________________________________
                                     Title:





                                    - 43 -