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                                                                     EXHIBIT 4.2

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                                 TOM BROWN, INC.


                                       and


                          EQUISERVE TRUST COMPANY, N.A.


                                  Rights Agent


                   FIRST AMENDED AND RESTATED RIGHTS AGREEMENT


                            Dated as of March 1, 2001


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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>         <C>                                                                              <C>
Section 1.  Certain Definitions.............................................................  1
Section 2.  Appointment of Rights Agent.....................................................  6
Section 3.  Issue of Right Certificates.....................................................  7
Section 4.  Form of Right Certificates......................................................  8
Section 5.  Execution, Authentication and Delivery..........................................  9
Section 6.  Registration, Registration of Transfer and Exchange............................. 10
Section 7.  Mutilated, Destroyed, Lost and Stolen Right Certificates........................ 10
Section 8.  Exercise of Rights; Purchase Price; Expiration Date of Rights................... 11
Section 9.  Cancellation and Destruction of Right Certificates.............................. 11
Section 10.  Reservation and Availability of Shares......................................... 12
Section 11.  Record Date.................................................................... 12
Section 12.  Adjustment of Purchase Price, Number of Shares or Number of Rights............. 13
Section 13.  Certificate of Adjusted Purchase Price or Number of Shares..................... 18
Section 14.  Consolidation, Merger or Sale or Transfer of Assets or Earning
             Power.......................................................................... 18
Section 15.  Fractional Rights and Fractional Shares........................................ 20
Section 16.  Rights of Action............................................................... 21
Section 17.  Agreement of Right Holders..................................................... 22
Section 18.  Right Certificate Holder Not Deemed a Stockholder.............................. 22
Section 19.  Concerning the Rights Agent.................................................... 22
Section 20.  Duties of Rights Agent......................................................... 23
Section 21.  Merger or Consolidation or Change of Name of Rights Agent...................... 24
Section 22.  Change of Rights Agent......................................................... 25
Section 23.  Issuance of New Right Certificates............................................. 25
Section 24.  Redemption..................................................................... 26
Section 25.  Exchange....................................................................... 26
Section 26.  Notice of Certain Events....................................................... 27
Section 27.  Securities Laws Registrations.................................................. 28
Section 28.  Notices........................................................................ 28
Section 29.  Supplements and Amendments..................................................... 29
Section 30.  Successors..................................................................... 30
Section 31.  Benefits of this Agreement..................................................... 30
Section 32.  Severability................................................................... 30
Section 33.  Governing Law.................................................................. 30
Section 34.  Counterparts................................................................... 30
Section 35.  Descriptive Headings........................................................... 30

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Exhibit A --   Form of Right Certificate
Exhibit B --   Summary of Rights to Purchase Preferred Shares
</TABLE>

                                       i


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                   FIRST AMENDED AND RESTATED RIGHTS AGREEMENT


        This First Amended and Restated Rights Agreement, dated as of March 1,
2001, is between Tom Brown, Inc., a Delaware corporation (the "Company"), and
EquiServe Trust Company, N.A., as Rights Agent.

        WHEREAS, the Board of Directors of the Company previously authorized and
declared a dividend of one Right for each Common Share of the Company
outstanding on March 15, 1991, and previously further authorized the issuance of
one Right with respect to each Common Share that shall become outstanding
between March 15, 1991 and the earlier of the Distribution Date, the Redemption
Date and the Final Expiration Date; and

        WHEREAS, the Board of Directors of the Company previously directed that
the terms and conditions under which the Rights are to be distributed, including
without limitation those affecting the exercise thereof, the securities or other
property to be acquired thereby and the purchase price to be paid therefor,
shall be set forth in a written agreement between the Company and a rights agent
made for the benefit of the holders of the Rights to the extent so provided
therein; and

        WHEREAS, the Company and American Stock Transfer & Trust Company of New
York, a New York corporation, as predecessor rights agent, previously entered
into that certain Rights Agreement dated as of March 5, 1991 (the "Initial
Agreement"); and

        WHEREAS, EquiServe Trust Company, N.A. has become the successor Rights
Agent in accordance with the terms of the Initial Agreement; and

        WHEREAS, the Company and EquiServe Trust Company, N.A., as successor
Rights Agent, desire that the Initial Agreement be amended and supplemented in
certain respects and that the Initial Agreement, as so amended and supplemented,
be restated in its entirety, effective as of the date first written above (the
Initial Agreement, together with such amendments and supplements as set forth in
this First Amended and Restated Rights Agreement, being hereafter referred to as
this "Agreement").

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

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

               "Acquiring Person" shall mean any Person who or which, together
        with all Affiliates and Associates of such Person, shall be the
        Beneficial Owner of 15% or more of the Voting Shares of the Company then
        outstanding, but shall not include (i) the Company, (ii) any Subsidiary
        of the Company, (iii) any employee benefit plan of the Company or any
        Subsidiary of the Company or any entity holding Voting Shares of the
        Company for or pursuant to the terms of any such plan, or (iv) any
        Exempt Person (so

<PAGE>   4

        long as such Person remains an Exempt Person). Notwithstanding the
        foregoing, no Person shall become an "Acquiring Person" as the result of
        an acquisition of Voting Shares by the Company which, by reducing the
        number of Voting Shares of the Company outstanding, increases the
        proportionate number of Voting Shares of the Company beneficially owned
        by such Person to 15% or more of the Voting Shares of the Company then
        outstanding; provided, however, that, if a Person shall become the
        Beneficial Owner of 15% or more of the Voting Shares of the Company then
        outstanding by reason of share purchases by the Company and shall, after
        such share purchases by the Company and at a time when such Person is
        the Beneficial Owner of 15% or more of the Voting Shares of the Company
        then outstanding, become the Beneficial Owner of any additional Voting
        Shares of the Company, then such Person shall be deemed to be an
        "Acquiring Person". Notwithstanding the foregoing, if 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, has become such inadvertently, and such Person
        divests as promptly as practicable a sufficient number of Voting Shares
        so that such Person would no longer be an "Acquiring Person," as defined
        pursuant to the foregoing provisions, then such Person shall not be
        deemed to be an "Acquiring Person" for any purposes of this Agreement.

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

               A Person shall be deemed the "Beneficial Owner" of and shall be
        deemed to "own beneficially" any securities which (without duplication):

               (i) such Person or any of such Person's Affiliates or Associates
        beneficially owns, directly or indirectly, within the meaning of the
        General Rules and Regulations promulgated with respect to either Section
        13 or 16 of the Exchange Act;

               (ii) such Person or any of such Person's Affiliates or Associates
        has (A) the right to acquire (whether such right is exercisable
        immediately or only after the passage of time) pursuant to any
        agreement, arrangement or understanding (other than customary agreements
        with and between underwriters and selling group members with respect to
        a bona fide public offering of securities), or upon the exercise of
        conversion rights, exchange rights, rights (other than these Rights),
        warrants or options, or otherwise; or (B) the right to vote pursuant to
        any agreement, arrangement or understanding; or

               (iii) are beneficially owned, directly or indirectly, by any
        other Person with which such Person or any of such Person's Affiliates
        or Associates has any agreement, arrangement or understanding (other
        than customary agreements with and between underwriters and selling
        group members with respect to a bona fide public offering of securities)
        for the purpose of acquiring, holding, voting or disposing of any
        securities of the Company; provided, however, that, for purposes of each
        clause of this definition, a Person shall not be deemed the Beneficial
        Owner of, or to own beneficially, securities tendered pursuant to a
        tender or exchange offer made by or on behalf of such Person or


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<PAGE>   5

        any of such Person's Affiliates or Associates until such tendered
        securities are accepted for purchase or exchange; and provided, further,
        that, for purposes of each clause of this definition, a Person shall not
        be deemed the Beneficial Owner of, or to own beneficially, any security
        as a result of any agreement, arrangement or understanding to vote such
        security if such agreement, arrangement or understanding (1) arises
        solely from a revocable proxy or consent given to such Person in
        response to a public proxy or consent solicitation made pursuant to, and
        in accordance with, the applicable rules and regulations promulgated
        under the Exchange Act and (2) is not also then reportable on Schedule
        13D under the Exchange Act (or any comparable or successor report).

               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 (or to the number of such securities "beneficially owned"),
        shall mean the number of such securities then issued and outstanding
        together with the number of such securities not then actually issued and
        outstanding which such Person would be deemed to own beneficially
        hereunder.

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

               "Close of Business" on any given date shall mean 5:00 P.M.,
        Canton, Massachusetts Time, on such date; provided, however, that if
        such date is not a Business Day it shall mean 5:00 P.M., Canton,
        Massachusetts Time, on the next succeeding Business Day.

               "Closing Price", with respect to any security, for each Trading
        Day shall be the last sale price, regular way, reported at or prior to
        4:00 P.M. Eastern Time or, in case no such sale takes place on such
        Trading Day, the average of the bid and asked prices, regular way,
        reported at or prior to 4:00 P.M. Eastern Time in either case, as
        reported in the principal consolidated transaction reporting system with
        respect to securities listed or admitted to trading on the New York
        Stock Exchange or, if such security is not then listed or admitted to
        trading on the New York Stock Exchange, as reported in the principal
        consolidated transaction reporting system with respect to securities
        listed on the principal national securities exchange on which the such
        security is listed or admitted to trading or, if such security is not
        then listed or admitted to trading on any national securities exchange,
        the last quoted price reported at or prior to 4:00 P.M. Eastern Time or,
        if not so quoted, the average of the high bid and low asked prices in
        the over-the-counter market, as reported at or prior to 4:00 P.M.
        Eastern Time by the National Association of Securities Dealers, Inc.
        Automated Quotations System or such other system then in use, or, if on
        any such Trading Day such 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 such
        security selected by the Board of Directors of the Company. If such
        security is not publicly held or so listed or traded, "Closing Price"
        shall mean the fair value per unit of such security as determined in
        good


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<PAGE>   6


        faith by the Board of Directors of the Company, whose determination
        shall be described and the Closing Price set forth in a statement filed
        with the Rights Agent.

               "Common Shares" when used with reference to the Company shall
        mean shares of capital stock of the Company which have no preference
        over any other class of stock with respect to dividends or assets, which
        are not redeemable at the option of the Company and with respect to
        which no sinking, purchase or similar fund is provided and shall
        initially mean the shares of Common Stock, par value $.10, of the
        Company. "Common Shares" when used with reference to any Person other
        than the Company shall, mean the capital stock (or equity interest) with
        the greatest voting power of such other Person or, if such other Person
        is a Subsidiary of another Person, the Person or Persons which
        ultimately control such first-mentioned Person.

               "Company" shall mean Tom Brown, Inc., a Delaware corporation, and
        its successors.

               "Company Order" means a written request or order signed in the
        name of the Company by its Chairman of the Board, its President or a
        Vice President, and by its Treasurer, an Assistant Treasurer, its
        Secretary or an Assistant Secretary, and delivered to the Rights Agent.

               "Corporate Trust Office" means the principal office of the Rights
        Agent at which it administers its corporate trust business.

               "Distribution Date" shall mean the earlier of (i) the tenth
        Business Day after the Shares Acquisition Date or (ii) the tenth
        Business Day (or such later date as may be determined by action of the
        Board of Directors prior to such time as any Person becomes an Acquiring
        Person) after the date of commencement by any Person (other than the
        Company, any Subsidiary of the Company, any employee benefit plan of the
        Company or any Subsidiary of the Company, or any entity holding Voting
        Shares of the Company for or pursuant to the terms of any such plan) of,
        or after the date of the first public announcement of the intention of
        any Person (other than the Company, any Subsidiary of the Company, any
        employee benefit plan of the Company or any Subsidiary of the Company,
        or any entity holding Voting Shares of the Company for or pursuant to
        the terms of any such plan) to commence, a tender or exchange offer the
        consummation of which could result in any Person becoming the Beneficial
        Owner of 15% or more of the then outstanding Voting Shares of the
        Company.

               "Exchange Act" shall mean the Securities Exchange Act of 1934, as
        amended, and any successor statute thereto.

               "Exempt Person" shall mean Union Oil Company of California
        ("Unocal") and any Subsidiary of Unocal in which Unocal beneficially
        owns 80% or more of the voting power of the Subsidiary's capital stock
        (a "Unocal Subsidiary"), unless such Persons shall have acquired
        beneficial ownership of Common Shares in addition to (i) the 5,800,000
        Common Shares acquired from the Company on June 29, 1999 (the "Original


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        Shares"), (ii) Common Shares permitted to be acquired by Section 4.2 of
        the Stock Ownership and Registration Rights Agreement between Unocal and
        the Company dated as of June 29, 1999, and (iii) additional Common
        Shares which, together with the Common Shares referred to in (i) and
        (ii) above, do not exceed the "Maximum Percentage Ownership" (as defined
        below) if Unocal is advised in writing by its independent public
        accountants that such additional Common Shares are required for Unocal
        to receive equity accounting treatment. "Maximum Percentage Ownership"
        shall mean 19.5% less the percentage interest represented by any of the
        Original Shares, if any, sold at any time by Unocal or any Unocal
        Subsidiary.

               "Final Expiration Date" shall mean the Close of Business on March
        1, 2011.

               "Initial Agreement" shall have the meaning set forth in the
        recitals to this Agreement.

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

               "Preferred Shares" shall mean shares of the Company's currently
        authorized Series B Preferred Stock, $.10 par value.

               "Purchase Price" shall mean the price at which the holder of a
        Right may, subject to the terms and conditions of this Agreement,
        purchase one one-hundredth (1/100) of a Preferred Share (which
        initially, is as set forth in Section 8(b) hereof), as such price shall
        be adjusted pursuant to the terms of this Agreement.

               "Redemption Date" shall mean the time at which the Rights are
        redeemed pursuant to Section 24 herein or the time at which all of the
        Rights are mandatorily redeemed and exchanged pursuant to Section 25
        hereof.

               "Redemption Price" shall have the meaning specified in Section
        24(b) herein.

               "Right" shall mean one preferred share purchase right which
        initially represents the right of the registered holder thereof to
        purchase one one-hundredth (1/100) of a Preferred Share upon the terms
        and subject to the conditions herein set forth.

               "Right Certificate" shall mean a certificate, in substantially
        the form of Exhibit A attached to this Rights Agreement, evidencing the
        Rights registered in the name of the holder thereof.

               "Rights Agent" shall mean EquiServe Trust Company, N.A., and any
        successor thereto appointed in accordance with the terms hereof, in its
        capacity as agent for the Company and the holders of the Rights pursuant
        to this Agreement.


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<PAGE>   8

               "Rights Register" and "Rights Registrar" shall have the meanings
        specified in Section 6.

               "Shares Acquisition Date" shall mean the first date of public
        announcement (which for purposes of this definition shall include
        without limitation a report filed pursuant to Section 13(d) or Section
        16(a) of the Exchange Act) by the Company or an Acquiring Person that an
        Acquiring Person has become such.

               "Subsidiary" of any Person shall mean any corporation or other
        entity of which a majority of the voting power of the voting equity
        securities or equity interest is owned, directly or indirectly, by such
        Person.

               "Summary of Rights" shall mean a Summary of Rights to Purchase
        Preferred Shares in substantially the form attached hereto as Exhibit B.

               "Trading Day" shall mean a day on which the principal national
        securities exchange on which any of the Voting Shares of the Company are
        listed or admitted to trading is open for the transaction of business
        or, if none of the Voting Shares of the Company is listed or admitted to
        trading on any national stock exchange, a Business Day.

               "Voting Shares" shall mean (i) the Common Shares of the Company
        and (ii) any other shares of capital stock of the Company entitled to
        vote generally in the election of directors or entitled to vote together
        with the Common Shares in respect of any merger or consolidation of the
        Company, any sale of all or substantially all of the Company's assets or
        any liquidation, dissolution or winding up of the Company. Whenever any
        provision of this Agreement requires a determination of whether a number
        of Voting Shares comprising a specified percentage of such Voting Shares
        is, was or will be beneficially owned or has been voted, tendered,
        acquired, sold or otherwise disposed of or a determination of whether a
        Person has offered or proposed to acquire a number of Voting Shares
        comprising such specified percentage, the number of Voting Shares
        comprising such specified percentage of Voting Shares shall in every
        such case be deemed to be the number of Voting Shares comprising the
        specified percentage of all the Company's then outstanding Voting
        Shares.

               "Wholly-Owned Subsidiary" of a Person shall mean any corporation
        or other entity all the outstanding capital stock or other equity
        interests of which having ordinary voting power in the election of
        directors or similar officials (other than directors' qualifying shares
        or similar interests) are owned, directly or indirectly, by such Person.

        Section 2. Appointment of Rights Agent. The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3 hereof, shall prior to the Distribution Date also
be the holders of the Common Shares of the Company) in accordance with the terms
and conditions hereof, and the Rights Agent hereby accepts such appointment. The
Company may from time to time appoint such co-Rights Agents as it may deem
necessary or desirable, upon ten (10) days' prior written notice to the


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<PAGE>   9

Rights Agent. The Rights Agent shall have no duty to supervise, and in no event
be liable for, the acts or omissions of any such co-Rights Agent.

        Section 3. Issue of Right Certificates. (a) Until the date of the
Distribution Date, (i) outstanding Rights will be evidenced (subject to the
provisions of paragraph (b) of this Section 3) by the certificates for
outstanding Common Shares of the Company registered in the names of the holders
thereof (which Certificates shall also be deemed to be Right Certificates) and
not by separate Right Certificates, and (ii) the right to receive Right
Certificates will be transferable only in connection with the transfer of Common
Shares of the Company. As soon as practicable after the Distribution Date, the
Company will prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent (and the Rights Agent will if requested
send) by first-class, insured, postage-prepaid mail, to each record holder of
Common Shares of the Company as of the Close of Business on the Distribution
Date, at the address of such holder shown on the stock transfer records of the
Company, a Right Certificate evidencing one Right for each Common Share so held.
As of the Distribution Date, the Rights will be evidenced solely by such Right
Certificates.

            (b) The Company has previously sent to the holders of Common Shares
of the Company a copy of the summary of rights described in the Initial
Agreement in accordance with the terms of the Initial Agreement, and has
otherwise fully complied through the date of this Agreement with the provisions
of Section 3 of the Initial Agreement. With respect to certificates for Common
Shares of the Company outstanding on the date of this Agreement, the
certificates evidencing such Common Shares shall, together with copies of the
Summary of Rights, thereafter also evidence the outstanding Rights (as such
Rights have been or shall be amended and supplemented) previously distributed
with respect thereto until the earlier of the Distribution Date or the date of
surrender thereof to the Company's transfer agent for transfer of Common Shares
of the Company. Until the Distribution Date (or, if earlier, the Redemption Date
or Final Expiration Date), the surrender for transfer or exchange of any
certificate for Common Shares of the Company outstanding as of the Close of
Business on the date of this Agreement, with or without a copy of the Summary of
Rights attached thereto, shall also constitute the transfer or exchange of the
outstanding Rights associated with the Common Shares of the Company represented
thereby.

            (c) The Company has, prior to the date of this Agreement, complied
with the provisions of Section 3(c) of the Initial Agreement. The Company agrees
that, at any time after the date of this Agreement and prior to the Distribution
Date (or, if earlier, the Redemption Date or Final Expiration Date) at which it
issues any of its Common Shares upon original issue or out of treasury, it will
concurrently distribute to the holder of such Common Shares one Right for each
such Common Share, which Right shall be subject to the terms and provisions of
this Agreement and will evidence the right to purchase the same number of one
one-hundredths of a Preferred Share at the same Purchase Price as the Rights
then outstanding.

            (d) Certificates for Common Shares of the Company issued after March
15, 1991 and prior to the date of this Agreement, have had impressed on, printed
on, written on or affixed to them the legend required by Subsection 3(d) of the
Initial Agreement. Certificates for Common Shares of the Company which become
outstanding after the date of this Agreement but


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<PAGE>   10

prior to the earliest of the Distribution Date, the Redemption Date and the
Final Expiration Date, shall have impressed on, printed on, written on or
otherwise affixed to them the following legend:

               This certificate also evidences and entitles the holder hereof to
        certain rights as set forth in a First Amended and Restated Rights
        Agreement between Tom Brown, Inc. and EquiServe Trust Company, N.A.,
        dated as of March 1, 2001 (the "Rights Agreement"), the terms of which
        are hereby incorporated herein by reference and a copy of which is on
        file at the principal executive offices of Tom Brown, Inc. Under certain
        circumstances, as set forth in the Rights Agreement, such Rights will be
        evidenced by separate certificates and will no longer be evidenced by
        this certificate. Tom Brown, Inc. will mail to the holder of this
        certificate a copy of the Rights Agreement without charge after receipt
        of a written request therefor. As described in the Rights Agreement,
        Rights beneficially owned by any person who becomes an Acquiring Person
        (as defined in the Rights Agreement) shall be void.

With respect to certificates containing the legend required by Subsection 3(d)
of the Initial Agreement or the foregoing legend, until the Distribution Date,
Rights associated with the Common Shares of the Company represented by such
certificates shall be evidenced by such certificates alone, and the surrender
for transfer or exchange of any such certificate shall also constitute the
transfer or exchange of the Rights associated with the Common Shares of the
Company represented thereby.

            (e) In the event that the Company purchases or acquires any of its
Common Shares prior to the Distribution Date, any Rights associated with such
Common Shares shall be deemed canceled and retired so that the Company shall not
be entitled to exercise any Rights associated with the Common Shares which are
no longer outstanding.

        Section 4. Form of Right Certificates. The Right Certificates (and the
forms of election to purchase Preferred Shares and of assignment to be printed
on the reverse thereof) shall be substantially the same as Exhibit A hereto and
may have such marks of identification or designation and such legends, summaries
or endorsements printed thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any applicable rule or regulation of any stock exchange or the
National Association of Securities Dealers, Inc. or as may be necessary to
conform to usage. Subject to the provisions of Section 23 hereof, the Right
Certificates shall expressly entitle the holders thereof to purchase such number
of one one-hundredths of a Preferred Share as shall be set forth therein at the
Purchase Price per one one-hundredth of a Preferred Share set forth therein, but
the number of such one one-hundredths of a Preferred Share and the Purchase
Price shall be subject to adjustment as provided herein. No adjustment of the
Purchase Price or the number of Preferred Shares (or other securities) as to
which a Right is exercisable, or both, effected subsequent to the date of
authentication of any Right Certificate shall be invalidated or otherwise
affected by the fact that such adjustment is not expressly reflected on the face
or in the provisions of such Right Certificate.


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<PAGE>   11

        Pending the preparation of definitive Right Certificates, the Company
may execute, and upon Company Order the Rights Agent shall authenticate and
send, by first-class, insured, postage-prepaid mail, to each record holder of
Common Shares of the Company as of the Close of Business on the Distribution
Date, temporary Right Certificates which are printed, lithographed, typewritten,
mimeographed or otherwise produced substantially of the tenor of the definitive
Right Certificates in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Right Certificates may determine, as evidenced by their execution
of such Right Certificates.

        If temporary Right Certificates are issued, the Company will cause
definitive Right Certificates to be prepared without unreasonable delay. After
the preparation of definitive Right Certificates, the temporary Right
Certificates shall be exchangeable for definitive Right Certificates, upon
surrender of the temporary Right Certificates at the Corporate Trust Office of
the Rights Agent, without charge to the holder. Upon surrender for cancellation
of any one or more temporary Right Certificates, the Company shall execute and
the Rights Agent shall authenticate and deliver in exchange therefor one or more
definitive Right Certificates, evidencing a like number of Rights. Until so
exchanged, the temporary Right Certificates shall in all respects be entitled to
the same benefits under this Agreement as definitive Right Certificates.

        Section 5. Execution, Countersignature and Delivery. The Right
Certificates shall be executed on behalf of the Company by its Chairman of the
Board, its President or one of its Vice Presidents, under its corporate seal
reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Right Certificates
may be manual or facsimile.

        Right Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Right
Certificates or did not hold such offices at the date of authentication of such
Right Certificates. At any time and from time to time after the execution and
delivery of this Agreement and prior to the Distribution Date, the Company may
deliver Right Certificates executed by the Company to the Rights Agent for
countersignature, together with a Company Order for the countersignature and
delivery of such Right Certificates; and the Rights Agent in accordance with
such Company Order shall countersign and deliver such Right Certificates as in
this Agreement provided and not otherwise.

        No Right Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose unless there appears on such
Right Certificate a certificate of authentication substantially in the form
provided for herein executed by the Rights Agent by manual signature, and such
certificate upon any Right Certificate shall be conclusive evidence, and the
only evidence, that such Right Certificate has been duly authenticated and
delivered hereunder.


                                       9
<PAGE>   12

        Section 6. Registration, Registration of Transfer and Exchange.
Following the Distribution Date and prior to the earlier of the Redemption Date
and the Final Expiration Date, the Rights Agent will keep or cause to be kept at
the Corporate Trust Office a Rights Register (a "Rights Register") in which,
subject to such reasonable regulations, the Rights Agent shall provide for the
registration of Right Certificates and of transfers of Rights. The Rights Agent
is hereby appointed the registrar and transfer agent (the "Rights Registrar")
for the purpose of registering Right Certificates and transfers of Rights as
herein provided and the Rights Agent agrees to maintain such Rights Register in
accordance with such regulations so long as it continues to be designated as
Rights Registrar hereunder.

        Subject to the provisions of Section 15 hereof, at any time after the
Close of Business on the Distribution Date, and at or prior to the Close of
Business on the earlier of the Redemption Date or the Final Expiration Date, any
Right Certificate or Right Certificates (other than Right Certificates
representing Rights that have become void pursuant to Section 12(a)(ii) hereof
or that have been exchanged pursuant to Section 25 hereof) may be transferred,
split up, combined or exchanged for another Right Certificate or Right
Certificates entitling the registered holder to purchase a like number of one
one-hundredths of a Preferred Share as the Right Certificate or Right
Certificates surrendered then entitled such holder to purchase. Any registered
holder desiring to transfer, split up, combine or exchange any Right Certificate
or Right Certificates shall make such request in writing delivered to the Rights
Agent, and shall surrender the Right Certificate or Right Certificates to be
transferred, split up, combined or exchanged at the Corporate Trust Office of
the Rights Agent. Thereupon the Rights Agent shall countersign and deliver to
the Person entitled thereto a Right Certificate or Right Certificates, as the
case may be, as so requested. The Company may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer, split up, combination or exchange of Right
Certificates.

        Section 7. Mutilated, Destroyed, Lost and Stolen Right Certificates.
Upon receipt by the Company and the Rights Agent of evidence reasonably
satisfactory to them of the destruction, loss, theft or mutilation of a Right
Certificate and in case of destruction, loss or theft, of security or indemnity
reasonably satisfactory to them, and, at the Company's request, reimbursement to
the Company and the Rights Agent of all reasonable expenses incidental thereto,
and upon surrender to the Rights Agent and cancellation of the Right Certificate
if mutilated, the Company shall execute and upon its request the Rights Agent
shall authenticate and deliver, in lieu of any such destroyed, lost, stolen or
mutilated Right Certificate, a new Fight Certificate of like tenor, for delivery
to the registered holder.

        Every new Right Certificate issued pursuant to this Section in lieu of
any destroyed, lost or stolen Right Certificate shall constitute an additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Right Certificate shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Agreement equally and proportionately
with any and all other Right Certificates duly issued hereunder.

        The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Right Certificates.


                                       10
<PAGE>   13

        Section 8. Exercise of Rights; Purchase Price; Expiration Date of
Rights. (a) The registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein), in whole or in
part, at any time after the Distribution Date upon surrender of the Right
Certificate, with the form of election to purchase on the reverse side thereof
duly executed, to the Rights Agent at its Corporate Trust Office, together with
payment of the Purchase Price for each one one-hundredth of a Preferred Share as
to which the Rights are exercised, at or prior to the earliest of (i) the Close
of Business on the Final Expiration Date, (ii) the time of redemption on the
Redemption Date or (iii) the time at which such Rights are exchanged as provided
in Section 25 hereof.

            (b) The Purchase Price for each one one-hundredth of a Preferred
Share purchasable pursuant to the exercise of a Right shall initially be One
Hundred Twenty Dollars ($120.00), shall be subject to adjustment from time to
time as provided in Sections 12 and 14 hereof, and shall be payable in lawful
money of the United States of America in accordance with paragraph (c) below.

            (c) Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase duly executed, accompanied by
payment of the Purchase Price for the securities to be purchased and an amount
equal to any applicable transfer tax required to be paid by the holder of such
Right Certificate in accordance with Section 10 by certified check, cashier's
check or money order payable to the order of the Company, the Rights Agent shall
thereupon promptly (i) (A) requisition from any transfer agent of the Preferred
Shares certificates for the Preferred Shares to be purchased, and the Company
hereby irrevocably authorizes its transfer agent to comply with all such
requests, and (B) requisition from a depositary agent appointed by the Company,
if any, depositary receipts representing such number of one one-hundredths of a
Preferred Share as are to be purchased (in which case certificates for the
Preferred Shares represented by such receipts shall be deposited by the transfer
agent of the Preferred Shares with such depositary agent), and the Company
hereby directs such depositary agent to comply with all such requests, (ii) when
appropriate, requisition from the Company the amount of cash to be paid in lieu
of issuance of fractional shares in accordance with Section 15, (iii) promptly
after receipt of such certificates or depositary receipts registered in such
name or names as may be designated by such holder, cause the same to be
delivered to or upon the order of the registered holder of such Right
Certificate and (iv) when appropriate, after receipt, promptly deliver such cash
to or upon the order of such holder.

            (d) If the registered holder of the Right Certificate shall exercise
less than all the Rights evidenced thereby, a new Right Certificate evidencing
Rights equal to the Rights remaining unexercised shall be issued by the Rights
Agent to the registered holder of such Right Certificate or to his duly
authorized assigns, subject to the provisions of Section 15 hereof.

        Section 9. Cancellation and Destruction of Right Certificates. All Right
Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancellation or in cancelled form,
or, if surrendered to the Rights Agent for such purpose, shall be cancelled by
it. No Right Certificates shall be issued in lieu thereof except as expressly


                                       11
<PAGE>   14

permitted by any of the provisions of this Agreement. The Company shall deliver
to the Rights Agent for cancellation and retirement, and the Rights Agent shall
so cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon exercise thereof. The Rights Agent shall deliver all
cancelled Right Certificates to the Company, or shall, pursuant to a Company
Order, destroy such cancelled Right Certificates, and, in such case, shall
deliver a certificate of destruction thereof to the Company.

        Section 10. Reservation and Availability of Shares. The Company
covenants and agrees that it will cause to be reserved and kept available out of
its authorized and unissued Preferred Shares or any Preferred Shares held in its
treasury, the number of Preferred Shares that will be sufficient to permit the
exercise in full of an outstanding Rights in accordance with Section 8.

        The Company further covenants and agrees that it will take all such
action as may be necessary to ensure that all Preferred Shares or Common Shares
of the Company issued or delivered upon exercise of Rights shall, at the time of
delivery of the certificate for such Preferred Shares or Common Shares of the
Company (subject to payment of the Purchase Price), be duly and validly
authorized and issued and fully paid and nonassessable. The Company further
covenants and agrees that it will pay when due and payable any and all federal
and state transfer taxes and charges which may be payable in respect of the
issuance or delivery of the Right Certificates or of any Preferred Shares or
Common Shares of the Company upon the exercise of Rights. The Company shall not,
however, be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of Right Certificates to a Person other than, or the
issuance or delivery of certificates or depositary receipts for the Preferred
Shares or Common Shares of the Company in a name other than that of, the
registered holder of the Right Certificate evidencing Rights surrendered for
exchange or to issue or deliver any certificates or depositary receipts for
Preferred Shares or Common Shares of the Company upon the exercise of any Rights
until any such tax shall have been paid (any such tax being payable by the
holder of such Right Certificate at the time of surrender) or until it has been
established to the Company's satisfaction that no such tax is due.

        Section 11. Record Date. Each Person in whose name any certificate for
Preferred Shares or Common Shares of the Company is issued upon the exercise of
Rights shall for all purposes be deemed to have become the holder of record of
the Preferred Shares or Common Shares represented thereby on, and such
certificate shall be dated (i) in the case of the exercise of Rights, the date
upon which the Right Certificate evidencing such Rights was duly surrendered and
payment of the Purchase Price (and any applicable transfer taxes) was made or
(ii) in the case of the mandatory redemption and exchange of Rights, the date of
such exchange; provided, however, that, if the date of such surrender and
payment per exchange is a date upon which the transfer books of the Company for
its Preferred Shares or Common Shares, as the case may be, are closed, such
Person shall be deemed to have become the record holder of such shares on, and
such certificate shall be dated, the next succeeding Business Day on which such
transfer books of the Company are open. Prior to the exercise of (or the
exchange of) the Rights evidenced thereby, the holder of a Right Certificate
shall not be entitled to any rights of a holder of Preferred Shares (or Common
Shares of the Company) for which the Rights shall be exercisable or
exchangeable, including without limitation the right to vote, to receive
dividends or other


                                       12
<PAGE>   15

distributions or to exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as provided herein.

        Section 12. Adjustment of Purchase Price, Number of Shares or Number of
Rights. The Purchase Price, the number and kind of shares of capital stock of
the Company covered by each Right and the number of Rights outstanding are
subject to adjustment from time to time as provided in this Section 12.

        (a) (i) In the event the Company shall at any time after the date of
this Agreement (A) declare a dividend on the Preferred Shares payable in
Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine
the outstanding Preferred Shares into a smaller number of Preferred Shares or
(D) issue any shares of its capital stock in a reclassification of the Preferred
Shares (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing or surviving corporation),
except as otherwise provided in this Section 12(a), the Purchase Price in effect
at the time of the record date for such dividend or of the effective date of
such subdivision, combination or reclassification, and the number and kind of
shares of capital stock issuable on such date, shall be proportionately adjusted
so that the holder of any Right exercised thereafter shall be entitled to
receive the aggregate number and kind of shares of capital stock which, if such
Right had been duly exercised immediately prior to such date (at a time when the
Preferred Shares transfer books of the Company were open), such holder would
have acquired upon such exercise and been entitled to receive by virtue of such
dividend, subdivision, combination or reclassification; provided, however, that
in no event shall the consideration to be paid upon the exercise of one Right be
less than the aggregate par value of the shares of capital stock of the Company
issuable upon exercise of one Right. If an event occurs which would require an
adjustment under both Section 12(a)(i) and Section 12(a)(ii), the adjustment
provided for in this Section 12(a)(i) shall be in addition to, and shall be made
prior to, any adjustment required pursuant to Section 12(a)(ii).

            (ii) Subject to action of the Board of Directors of the Company
pursuant to Section 25 of this Agreement, in the event any Person becomes an
Acquiring Person, each holder of a Right shall, thereafter have a right to
receive, upon exercise thereof at a price equal to the then current Purchase
Price multiplied by the number of one one-hundredths of a Preferred Share for
which a Right is then exercisable, in accordance with the terms of this
Agreement and in lieu of Preferred Shares, such number of Common Shares of the
Company as shall equal the result obtained by (x) multiplying the then current
Purchase Price by the number of one one-hundredths of a Preferred Share for
which a Right is then exercisable and dividing that product by (y) 50% of the
then current per share market price of the Company's Common Shares (determined
pursuant to Section 12(d)) on the date such Person became an Acquiring Person.
In the event any Person shall become an Acquiring Person and the Rights shall
then be outstanding, the Company shall not take any action which would eliminate
or diminish the benefits intended to be afforded by the Rights.

        From and after the time any Person shall become an Acquiring Person, any
Rights that are or were acquired or beneficially owned by any Acquiring Person
(or any Associate or Affiliate of such Acquiring Person) shall be void, and any
holder of such Rights shall thereafter have no right to exercise such Rights
under any provision of this Agreement. No Right


                                       13
<PAGE>   16

Certificate shall be issued pursuant to Section 3 of this Agreement that
represents Rights beneficially owned by an Acquiring Person whose Rights would
be void pursuant to the preceding sentence or by any Associate or Affiliate
thereof; no Right Certificate shall be issued at any time upon the transfer of
any Rights to an Acquiring Person whose Rights would be void pursuant to the
preceding sentence or to any Associate or Affiliate thereof or to any nominee of
such Acquiring Person, Associate or Affiliate; and any Right Certificate
delivered to the Rights Agent for transfer to an Acquiring Person whose Rights
would be void pursuant to the preceding sentence or to any Associate or
Affiliate thereof or to any nominee of such Acquiring Person, Associate or
Affiliate shall be canceled.

            (iii) In the event there shall not be sufficient Common Shares
issued but not outstanding, or authorized but unissued, to permit the exercise
in full of all outstanding Rights in accordance with the foregoing subparagraph
(ii) above, the Company shall take all such action, as may be necessary to
authorize additional Common Shares for issuance upon exercise of the Rights. In
the event the Company shall, after good faith effort, be unable to take all
actions as may be necessary to authorize such additional Common Shares, the
Company shall substitute, for each Common Share that would otherwise be issuable
upon exercise of a Right, a number of Preferred Shares or fraction thereof such
that the current per share market price of one Preferred Share multiplied by
such number or fraction is equal to the current per share market price of one
Common Share as of the date of issuance of such Preferred Shares or fraction
thereof.

        (b) In case the Company shall fix a record date for the issuance of
rights, options or warrants to all holders of Preferred Shares entitling them
(for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Preferred Shares (or shares having the same rights,
privileges and preferences as the Preferred Shares ("equivalent preferred
shares")) or securities convertible into Preferred Shares or equivalent
preferred shares at a price per Preferred Share or equivalent preferred share
(or having a conversion price per share, if a security convertible into
Preferred Shares or equivalent preferred shares), less than the current per
share market price of the Preferred Shares (determined pursuant to Section
12(d)) on such record date, the Purchase Price to be in effect after such record
date shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the
number of Preferred Shares outstanding on such record date plus the number of
Preferred Shares which the aggregate offering price of the total number of
Preferred Shares and/or equivalent preferred shares so to be offered (and/or the
aggregate initial conversion price of the convertible securities so to be
offered) would purchase at such current market price and the denominator of
which shall be the number of Preferred Shares outstanding on such record date
plus the number of additional Preferred Shares and/or equivalent preferred
shares to be offered for subscription or purchase (or into or for which the
convertible securities so to be offered are initially convertible); provided,
however, that in no event shall the consideration to be paid upon the exercise
of one Right be less than the aggregate par value of the shares of capital stock
of the Company issuable upon exercise of one Right. In case all or part of such
subscription price may be paid in a form other than cash, the value of such
consideration shall be as determined in good faith by the Board of Directors of
the Company, whose determination shall be described in a statement filed with
the Rights Agent and shall be binding on the Rights Agent and holders of the
Rights. Preferred Shares owned by or held for the account of the Company shall
not be deemed outstanding for the purpose of any such


                                       14
<PAGE>   17

computation. The adjustment described in this Section 12(b) shall be made
successively whenever such a record date is fixed; and, in the event that such
rights, options or warrants are not so issued, the Purchase Price shall be
adjusted to be the Purchase Price which would then be in effect if such record
date had not been fixed.

        (c) In case the Company shall fix a record date for the making of a
distribution to all holders of the Preferred Shares (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation) of evidences of indebtedness
or assets (other than a regular quarterly cash dividend or a dividend payable in
Preferred Shares) or subscription rights or warrants (excluding those referred
to in Section 12(b)), the Purchase Price to be in effect after such record date
shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the
then current per share market price of the Preferred Shares (determined pursuant
to Section 12(d)) on such record date, less the fair market value (as determined
in good faith by the Board of Directors of the Company, whose determination
shall be described in a statement filed with the Rights Agent and shall be
binding on the Rights Agent and holders of the Rights) of the portion of the
assets or evidences of indebtedness so to be distributed or of such subscription
rights or warrants applicable to one Preferred Share and the denominator of
which shall be such current per share market price of the Preferred Shares on
such record date; provided, however, that in no event shall the consideration to
be paid upon the exercise of one Right be less than the aggregate par value of
the shares of capital stock of the Company to be issued upon the exercise of one
Right. Such adjustments shall be made successively whenever such a record date
is fixed; and, in the event that such distribution is not so made, the Purchase
Price shall again be adjusted to be the Purchase Price which would then be in
effect if such record date had not been fixed.

        (d) (i)For the purpose of any computation hereunder, the "current per
share market price" of any security (a "Security" for the purpose of this
Section 12(d)(i)) on any date shall be deemed to be the average of the daily
Closing Prices per share of such Security for the 30 consecutive Trading Days
immediately prior to such date; provided, however, that, in the event that the
current market price per share of the Security is determined during a period
following the announcement by the issuer of such Security of (A) a dividend or
distribution on such Security payable in such Security or Securities convertible
into such shares, or (B) any subdivision, combination or reclassification of
such 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 per share market price of the Security shall be appropriately adjusted
to reflect the current market price per share equivalent of such Security.

            (ii) For the purpose of any computation hereunder, the "current per
share market price" of the Preferred Shares shall be determined by the method as
set forth above in paragraph (i) of this Section 12(d). If the current per share
market price of the Preferred Shares cannot be determined in the manner provided
above, the "current per share market price" of the Preferred Shares shall be
conclusively deemed to be the current per share market price of the Common
Shares (determined in the manner provided above) multiplied by one hundred.


                                       15
<PAGE>   18

        (e) No adjustment in the Purchase Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in the Purchase
Price; provided, however, that any adjustments which by reason of this Section
12(e) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Section 12
shall be made to the nearest cent or to the nearest one-millionth of a Preferred
Share or ten-thousandth of any other share or security, as the case may be, and
references herein to the "number of one one-hundredths of a Preferred Share" (or
similar phrases) shall be construed to include fractions of one one-hundredth of
a Preferred Share. Notwithstanding the first sentence of this Section 12(e), any
adjustment required by this Section 12 shall be made no later than the earlier
of (i) three years from the date of the transaction which requires such
adjustment or (ii) the date of the expiration of the right to exercise any
Rights.

        (f) If as a result of an adjustment made pursuant to Section 12(a), the
holder of any Right thereafter exercised shall become entitled to receive any
shares of capital stock of the Company other than Preferred Shares, thereafter
the number of such other shares so receivable upon exercise of any Right shall
be subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Preferred Shares
contained in this Section 12(a) through (c) hereof, inclusive, and the
provisions of Sections 8, 10, 11 and 14, with respect to the Preferred Shares
shall apply on like terms to any such other shares.

        (g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall, whether or not the Right
Certificate evidencing such Rights reflects such adjusted Purchase Price,
evidence the right to purchase, at the adjusted Purchase Price, the number of
one one-hundredths of a Preferred Share purchasable from time to time hereunder
upon exercise of the Rights, all subject to further adjustment as provided
herein.

        (h) Unless the Company shall have exercised its election as provided in
Section 12(i) hereof, upon each adjustment of the Purchase Price as a result of
the calculations made in Sections 12(b) and 12(c) hereof, each Right outstanding
immediately prior to the making of such adjustment shall thereafter evidence the
right to purchase, at the adjusted Purchase Price, that number of one
one-hundredths of a Preferred Share (calculated to the nearest one one-millionth
of a Preferred Share) obtained by (i) multiplying (x) the number of
one-hundredths of a share covered by a Right immediately prior to this
adjustment by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price and (ii) dividing the product so obtained by
the Purchase Price in effect immediately after such adjustment of the Purchase
Price.

        (i) The Company may elect on or after the date of any adjustment of the
Purchase Price to adjust the number of Rights outstanding in substitution for
any adjustment in the number of one one-hundredths of a Preferred Share
purchasable upon the exercise of a Right. Each of the Rights outstanding after
such adjustment of the number of Rights shall be exercisable for the number of
one one-hundredths of a Preferred Share for which a Right was exercisable
immediately prior to such adjustment of the Purchase Price. Each Right held of
record prior to such adjustment of the number of Rights shall become that number
of Rights (calculated to the nearest one ten-thousandth) obtained by dividing
the Purchase Price in effect immediately prior to adjustment of the Purchase
Price by the Purchase Price in effect immediately after adjustment of the
Purchase Price. The Company shall make a public announcement of its election to
adjust


                                       16
<PAGE>   19

the number of Rights, indicating the record date for the adjustment, and, if
known at the time, the amount of the adjustment to be made. This record date may
be the date on which the Purchase Price is adjusted or any day thereafter, but,
if the Right Certificates have been issued, shall be at least 10 days later than
the date of the public announcement. (Until such record date, however, any
adjustment in the number of one one-hundredths of a Preferred Share for which a
Right shall be exercisable made as required by this Agreement shall remain in
effect.) If Right Certificates have been issued, upon each adjustment of the
number of Rights pursuant to this Section 12(i), the Company shall, as promptly
as practicable, cause to be distributed to holders of record of Right
Certificates on such record date Right Certificates evidencing, subject to
Section 15 hereof, the additional Rights to which such holders shall be entitled
as a result of such adjustment, or, at the option of the Company, shall cause to
be distributed to such holders of record in substitution and replacement for the
Right Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if required by the Company, new Right Certificates
evidencing all the Rights to which such holders shall be entitled after such
adjustment. Right Certificates so to be distributed shall be issued, executed
and authenticated in the manner provided for herein and shall be registered in
the names of the holders of record of Right Certificates on the record date
specified in the public announcement.

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

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

        (l) In any case in which this Section 12 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuance to the holder of any Right exercised after such record date
of the Preferred Shares or other capital stock or securities of the Company, if
any, issuable upon such exercise over and above the Preferred Shares or other
capital stock or securities of the Company, if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
securities upon the occurrence of the event requiring such adjustment.

        (m) Anything in this Section 12 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 12, 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 Preferred Shares, issuance
wholly for cash of any of the Preferred Shares at less than the current market
price, issuance wholly for cash of Preferred Shares or securities which by their
terms are convertible into or exchangeable


                                       17
<PAGE>   20

for Preferred Shares, dividends on Preferred Shares payable in Preferred Shares
or issuance of rights, options or warrants referred to in subsection (b) of this
Section 12, hereafter made by the Company to holders of its Preferred Shares
shall not be taxable to such shareholders.

        (n) In the event that at any time prior to the Distribution Date, the
Company shall (i) declare or pay any dividend on the Common Shares payable in
Common Shares or (ii) effect a subdivision or combination of the Common Shares
(by reclassification or otherwise than by payment of dividends in Common Shares)
into a greater or lesser number of Common Shares, then in any such case (i) the
number of one one-hundredths of a Preferred Share purchasable after such event
upon proper exercise of each Right shall be determined by multiplying the number
of one one-hundredths of a Preferred Share so purchasable immediately prior to
such event by a fraction, the numerator of which is the number of Common Shares
of the Company outstanding immediately before such event and the denominator of
which is the number of such Common Shares outstanding immediately after such
event, and (ii) each Common Share outstanding immediately after such event shall
have issued with respect to it that number of Rights which each Common Share
outstanding immediately prior to such event had issued with respect to it. The
adjustments provided for in this Section 12(n) shall be made successively
whenever such a dividend is declared or paid or such a subdivision or
combination is effected. If an event occurs which would require an adjustment
under Section 12(a)(ii) and this Section 12(n), the adjustments provided for in
this Section 12(n) shall be in addition and prior to any adjustment required
pursuant to Section 12(a)(ii).

        Section 13. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an adjustment is made as provided in Section 12 or 14 hereof, the
Company shall (a) promptly prepare a certificate setting forth such adjustment,
and a brief statement of the facts accounting for such adjustment, (b) promptly
file with the Rights Agent and with each transfer agent for the Common Shares of
the Company and the Preferred Shares and the Securities and Exchange Commission
a copy of such certificate and (c) if such adjustment occurs at any time after
the Distribution Date, mail a brief summary thereof to each holder of record of
a Right Certificate in accordance with Section 28 hereof.

        Section 14. Consolidation, Merger or Sale or Transfer of Assets or
Earning Power. (a) In the event, directly or indirectly, at any time after a
Person has become an Acquiring Person, (i) the Company shall consolidate with,
or merge with and into, any other Person, (ii) any Person shall merge with and
into the Company and the Company shall be the continuing or surviving
corporation of such merger and, in connection with any such merger, all or part
of the Common Shares of the Company shall be changed into or exchanged for stock
or other securities of any other Person (or the Company) or cash or any other
property, or (iii) the Company shall sell or otherwise transfer (or one or more
of its Subsidiaries shall sell or otherwise transfer), in one or a series of two
or more transactions, assets of the Company or its Subsidiaries which constitute
more than 50% of the assets or which produce more than 50% of the earning power
or cash flow of the Company and its Subsidiaries (taken as a whole) to any
Person other than the Company or one or more of its Wholly-Owned Subsidiaries,
then, and in each such case, the Company agrees that, as a condition to engaging
in any such transaction, it will make or cause to be made proper provision so
that (i) each holder of a Right (except as otherwise provided herein) shall
thereafter have the right to receive, upon the exercise thereof in accordance
with the terms of this


                                       18
<PAGE>   21

Agreement and in lieu of Preferred Shares, such number of Common Shares of the
Principal Party (as such term is defined in subparagraph (b) below) as shall
equal the result obtained by (X) multiplying the then current Purchase Price by
the number of one one-hundredths of a Preferred Share for which a Right is then
exercisable (without taking into account any adjustment previously made pursuant
to Section 12(a)(ii)) and dividing that product by (Y) 50% of the current per
share market price of the Common Shares of such Principal Party (determined
pursuant to Section 12(d)) on the date of consummation of such consolidation,
merger, sale or transfer; (ii) such Principal Party shall thereafter be liable
for, and shall assume, by virtue of such consolidation, merger, sale or
transfer, all the obligations and duties of the Company pursuant to this
Agreement; (iii) the term "Company", as used herein, shall thereafter be deemed
to refer to such Principal Party; and (iv) such Principal Party shall take such
steps (including without limitation the reservation of a sufficient number of
shares of its Common Shares in accordance with Section 10 hereof) in connection
with such consummation as may be necessary to assure that the provisions hereof
shall thereafter be applicable, as nearly as reasonably may be, in relation to
the Common Shares of the Principal Party thereafter deliverable upon the
exercise of the Rights. The Company shall not enter into any transaction of the
kind referred to in this Section 14 if at the time of such transaction there are
outstanding any rights, warrants, instruments or securities or any agreement or
arrangements which, as a result of the consummation of such transaction, would
substantially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights. The provisions of this Section 14 shall similarly apply
to successive mergers or consolidations, sales or other transfers of assets. For
the purposes of this Section 14, 50% of the assets of the Company and its
Subsidiaries shall be determined by reference to the book value of such assets
as set forth in the most recent consolidated balance sheet of the Company and
its Subsidiaries (which need not be audited) and 50% of the earning power or
cash flow of the Company and its Subsidiaries shall be determined by reference
to the mathematical average of the operating income or cash flow, respectively,
resulting from the operations of the Company and its Subsidiaries for the two
most recent full fiscal years as set forth in the consolidated and consolidating
financial statement of the Company and its Subsidiaries for such years;
provided, however, that, if the Company has, during such period, engaged in one
or more transactions to which purchase accounting is applicable, such
determination shall be made by reference to the pro forma operating income of
the Company and its Subsidiaries giving effect to such transactions as if they
had occurred at the commencement of such two-year period.

        (b) The term "Principal Party" shall mean: (i) in the case of any
transaction described in clause (i) or (ii) of the first sentence of Section
14(a), the Person that is the issuer of any securities into which Common Shares
of the Company are converted in such merger or consolidation, and, if no
securities are so issued, the Person that is the other party to such merger or
consolidation; and (ii) in the case of any transaction described in clause (iii)
of the first sentence of Section 14(a), the Person that is the party receiving
the greatest portion of the assets transferred pursuant to such transaction or
transactions; provided, however, that in any such case (1) if the Common Shares
of such Person are not at such time and have not been continuously over the
preceding twelve months registered under Section 12 of the Exchange Act and such
Person is a direct or indirect subsidiary of another Person the Common Shares of
which are and have been so registered, the term "Principal Party" shall refer to
other Person; and (2) in case such Person is a Subsidiary, directly or
indirectly, of more than one Person, the Common Shares


                                       19
<PAGE>   22

of two or more of which are and have been so registered, the term "Principal
Party" shall refer to whichever of such Persons is the issuer of the Common
Shares having the greatest aggregate market value.

        (c) The Company shall not consummate any such consolidation, merger,
sale or transfer unless the Principal Party shall have a sufficient number of
authorized Common Shares that have not been issued or reserved for issuance to
permit the exercise in full of the rights in accordance with this Section 14 and
unless prior thereto the Company and such Principal Party shall have executed
and delivered to the Rights Agent a supplemental agreement providing for the
terms set forth in subsections (a) and (b) of this Section 14 and further
providing that, as soon as practicable after the date of any consolidation,
merger, sale or transfer of assets referenced in the first sentence of Section
14(a), the Principal Party shall: (i) prepare and file a registration statement
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Rights and the securities purchasable upon exercise of the Rights
on an appropriate form, and shall use its best efforts to cause such
registration statement to (A) become effective as soon as practicable after such
filing and (B) remain effective (with a prospectus at all times meeting the
requirements of the Securities Act) until the Final Expiration Date; and (ii)
shall 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 of a class of securities under the Exchange Act.

        Section 15. Fractional Rights and Fractional Shares. (a) The Company
shall not be required to issue or distribute Right Certificates which evidence
fractional Rights. In lieu of such fractional Rights, the Company shall pay or
cause to be paid to the registered holders of the Rights Certificates with
regard to such fractional Rights that would otherwise be issuable, an amount in
cash equal to the same fraction of the current market value of a whole Right.
For the purpose of this Section 15(a), the current market value of a whole Right
shall be the Closing Price of the Rights for the Trading Day immediately prior
to the date on which such fractional Rights would have been otherwise issuable.

            (b) The Company shall not be required to issue fractions of
Preferred Shares (other than fractions which are integral multiples of one
one-hundredth of a Preferred Share) upon exercise of the Rights or to distribute
certificates which evidence fractional Preferred Shares (other than fractions
which are integral multiples of one one-hundredth of a Preferred Share).
Fractions of Preferred Shares in integral multiples of one one-hundredth of a
Preferred Share 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
Shares represented by such depositary receipts. In lieu of a fractional
Preferred Share that is not an integral multiple of one one-hundredth of a
Preferred Share, the Company shall pay to the registered holders of Rights
Certificates at the time such Rights are exercised as herein provided an amount
in cash equal to the same fraction of the current market value of one Preferred
Share. For purposes of this Section 15(b), the current market value of a
Preferred Share shall be the Closing Price of a Preferred Share for the Trading
Day immediately prior to the date of such exercise.


                                       20
<PAGE>   23

            (c) Should any adjustment contemplated by Section 12(a)(ii) or any
exchange contemplated by Section 25 occur, the Company shall not be required to
issue fractions of Common Shares of the Company upon exercise of the Rights or
to distribute certificates which evidence fractional Common Shares. In lieu of a
fractional Common Share of the Company upon exercise of any Right Certificate or
upon exchange as contemplated by Section 25, the Company shall pay to such
Person at the time such Right is exercised as herein provided or upon such
exchange an amount in cash equal to the same fraction of the current market
value of one whole Common Share. For purposes of this Section 15(c), the current
market value of a whole Common Share of the Company shall be the Closing Price
of such a Common Share for the Trading Day immediately prior to the date of such
exercise or the date immediately prior to such exchange.

            (d) The holder of a Right by the acceptance thereof expressly waives
such holder's right to receive any fractional Rights or any fractional shares
upon exercise of a Right (except as provided above).

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

            (b) No right or remedy herein conferred upon or reserved to the
registered holder of Rights is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy, whether hereunder or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or
remedy.

            (c) No delay or omission of any registered holder of Rights to
exercise any right or remedy accruing hereunder shall impair any such right or
remedy or constitute a waiver of any default hereunder or an acquiescence
therein. Every right and remedy given hereunder or by law to such holders may be
exercised from time to time, and as often as may be deemed expedient, by such
holders.


                                       21
<PAGE>   24


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

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

               (b) after the Distribution Date, the Right Certificates are
        transferable only on the registry books of the Rights Agent if
        surrendered at the 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 the Right Certificate (or, prior to the
        Distribution Date, the associated Common Shares certificate) is
        registered as the absolute owner thereof and of the Rights evidenced
        thereby (notwithstanding any notations of ownership or writing on the
        Right Certificates or the associated Common Shares certificate made by
        anyone other than the Company or the Rights Agent) for an purposes, and
        neither the Company nor the Rights Agent shall be affected by any notice
        to the contrary.

        Section 18. Right Certificate Holder Not Deemed a Stockholder. No
holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of Preferred Shares, Common
Shares of the Company or any other securities of the Company which may at any
time be issuable on the exercise or exchange (pursuant to Section 25) hereof of
the Rights represented thereby, nor shall anything contained herein or in any
Right Certificate be construed to confer upon the holder of any Rights
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 26 hereof), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by
such Right Certificate shall have been exercised or exchanged pursuant to
Section 25 hereof in accordance with the provisions hereof.

        Section 19. Concerning the Rights Agent. The Company agrees to pay to
the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and 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 gross
negligence, bad faith or willful misconduct on the part of the Rights Agent, for
anything done or omitted by the Rights Agent in connection with the acceptance
and administration of this Agreement, including the costs and expenses of
defending against any claim of liability in the premises.

        The Rights Agent shall be protected and shall incur no liability for, or
in respect of any action taken, suffered or omitted by it in connection with,
its administration of this Agreement in reliance upon any Right Certificate or
certificate for Preferred Shares, Common Shares of the



                                       22
<PAGE>   25

Company or other securities of the Company, Company Order, instrument of
assignment or transfer, power of attorney, endorsement, affidavit, letter,
notice, direction, consent, certificate, statement, or other paper or document
believed by it to be genuine and to be executed and, where necessary, verified
or acknowledged, by the proper person or persons, or otherwise upon the advice
of its counsel as set forth in Section 20 hereof.

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

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

            (b) Whenever in the performance of its duties under this Agreement
the Rights Agent shall deem it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by any one of the Chairman of the Board, the
President, any Vice President, the Treasurer, any Assistant Treasurer, the
Secretary or any Assistant Secretary of the Company and delivered to the Rights
Agent; and such certificate shall be full authorization to the Rights Agent for
any action taken or suffered in good faith by it under the provisions of this
Agreement in reliance upon such certificate.

            (c) The Rights Agent shall be liable hereunder to the Company or any
other Person only for its own gross negligence, bad faith or willful misconduct.

            (d) The Rights Agent shall not be liable for or by reason of any of
the statements of fact or recitals contained in this Agreement or in the Right
Certificates (except its authentication 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 have any responsibility with respect
to the validity of this Agreement or the execution and delivery hereof (except
the due execution hereof by the Rights Agent) or with respect to the validity or
execution of any Right Certificate (except its countersignature thereof); nor
shall it be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Right Certificate; nor shall it
be responsible for any change in the exercisability of the Rights (including the
Rights becoming void pursuant to Section 12(a)(ii) hereof) or any adjustment in
the terms of the Rights (including the manner, method or amount thereof)
provided for in Sections 3, 12, 14, 24 and 25, or the ascertainment of the
existence of facts that would require any such change or adjustment (except with
respect to the exercise of Rights evidenced by Right Certificates after actual
notice that such 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 Preferred Shares or Common Shares to be
issued pursuant to this Agreement or any Right Certificate or as to


                                       23
<PAGE>   26

whether any Preferred Shares or Common Shares will, when issued, be duly
authorized, validly issued, fully paid and nonassessable.

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

            (g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
one of the Chairman of the Board, the President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of
the Company, and 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 or for any delay in acting while waiting for those instructions.

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

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

        Section 21. 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 stock transfer or
corporate trust powers of the Rights Agent or any successor Rights Agent, shall
be the successor to the Rights Agent under this Agreement without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, provided that such corporation would be eligible for appointment as a
successor Rights Agent under the provisions of Section 22. If at the time such
successor Rights Agent shall succeed to the agency created by this Agreement any
of the Right Certificates shall have been countersigned but not delivered, any
such successor Rights Agent may adopt the countersignature of the predecessor
Rights Agent and deliver such Right Certificates so countersigned, and, if at
that time any of the Right Certificates shall not have been countersigned, any
successor Rights Agent may countersign such Right Certificates either in the
name of the predecessor Rights Agent or in the name of the successor Rights
Agent; and in all such cases such Right Certificates shall have the full force
provided in the Right Certificates and in this Agreement.



                                       24
<PAGE>   27

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

        Section 22. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon 30 days' notice in writing mailed to the Company and to each transfer agent
for the Common Shares of the Company or the Preferred Shares by registered or
certified mail, and to the holders of the Right Certificates by first-class
mail. The Company may remove the Rights Agent or any successor Rights Agent upon
30 days' notice in writing, mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent for the Common Shares of
the Company or the Preferred Shares by registered or certified mail, and to the
holders of the Right Certificates by first-class mail. If the Rights Agent shall
resign or be removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Rights Agent. If the Company shall fail to make
such appointment within a period of 30 days after giving notice of such removal
or after it has been notified in writing of such resignation or incapacity by
the resigning or incapacitated Rights Agent or by the holder of a Right
Certificate (which holder shall, with such notice, submit such holder's Right
Certificate for inspection by the Company), then the registered holder of a
Right Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether appointed
by the Company or by such a court, shall be a corporation organized, doing
business and in good standing under the laws of the United States or the State
of Massachusetts (or of any other state of the United States so long as such
corporation is authorized to do business as a banking institution in the State
of Massachusetts in good standing, having an office in the State of
Massachusetts, which is authorized under such laws to exercise corporate trust
or stock transfer powers and is subject to supervision or examination by federal
or state authority and which has at the time of its appointment as Rights Agent
a combined capital and surplus of at least $50 million. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment, the
Company shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent for the Common Shares of the Company or the Preferred
Shares, and mail a notice thereof in writing to the registered holders of the
Right Certificates. Failure to give any notice provided for in this Section 22,
however, or any defect therein, shall not affect the legality or validity of the
resignation or removal of the Rights Agent or the appointment of the successor
Rights Agent, as the case may be.

        Section 23. Issuance of New Right Certificates. Notwithstanding any of
the provisions of this Agreement or of the Rights to the contrary, the Company
may, at its option, issue new Rights Certificates evidencing Rights in such form
as may be approved by its Board of Directors


                                       25
<PAGE>   28

to reflect any adjustment or change in the Purchase Price per share and the
number or kind or class of shares or other securities purchasable under the
Right Certificates made in accordance with the provisions of this Agreement.

        Section 24. Redemption. (a) The Rights may be redeemed by action of the
Board of Directors of the Company pursuant to paragraph (b) of this Section 24,
or may be redeemed and exchanged by action of the Board of Directors of the
Company pursuant to Section 25 herein, but shall not be redeemed in any other
manner.

            (b) The Board of Directors of the Company may, at its option, at any
time prior to such time as any Person becomes an Acquiring Person, redeem all
but not less than all of the then outstanding Rights at a redemption price of
one cent ($0.01) per Right then outstanding, appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after the date
hereof (such redemption price being hereinafter referred to as the "Redemption
Price"). Any such redemption of the Rights by the Board of Directors may be made
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish.

            (c) Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights pursuant to paragraph (b) of this
Section 24 (or, alternatively, if the Board of Directors qualified such action
as to time, basis or conditions, then at such time, on such basis and with such
conditions as the Board of Directors may have established pursuant to such
paragraph (b)), and without any further action and without any notice, the right
to exercise the Rights will terminate and the only right thereafter of the
holders of Rights shall be to receive the Redemption Price. 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. Within 10 days after the adoption of any redemption
resolution pursuant to paragraph (b) of this Section 24, the Company shall give
notice of such redemption to the holders of the then outstanding Rights by
mailing such notice to all such holders at their last addresses as they appear
upon the registry books of the Rights Agent or, prior to the Distribution Date,
on the registry books of the transfer agents for the Common Shares. Any notice
which is mailed in the manner herein provided shall be deemed given, whether or
not the holder receives the notice. Each such notice of redemption shall state
the method by which the payment of the Redemption Price will be made.

            (d) Neither the Company nor any of its Affiliates or Associates may
acquire, redeem or purchase for value any Rights at any time in any manner other
than as specifically set forth in this Section 24 or in Section 25 hereof, and
other than in connection with the purchase of Common Shares of the Company prior
to the Distribution Date.

        Section 25. Exchange. (a) The Board of Directors of the Company may, at
its option, at any time after any Person becomes an Acquiring Person, exchange
all or part of the then outstanding and exercisable Rights (which shall not
include Rights that have become void pursuant to the provisions of Section
12(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share for
each Right, appropriately adjusted to reflect any adjustment in the number of
Rights pursuant to Section 12(i). Notwithstanding the foregoing, the Board of


                                       26
<PAGE>   29

Directors shall not be empowered to effect such exchange at any time after any
Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or any such Subsidiary, or any entity holding Common
Shares for or pursuant to the terms of such plan), together with all Affiliates
and Associates of such Person, becomes the Beneficial Owner of 50% or more of
the Voting Shares then outstanding.

            (b) Immediately upon action of the Board of Directors of the Company
ordering the exchange of any Rights pursuant to subsection (a) of this Section
25 and without any further action and without any notice, the right to exercise
such Rights shall terminate and the only right thereafter of a holder of such
Rights shall be to receive that number of Common Shares as is provided in
paragraph (a) of this Section 25. The Company shall promptly give public notice
of any such redemption and exchange; provided, however, that the failure to
give, or any defect in, such notice shall not affect the validity of such
exchange. The Company promptly shall mail a notice of any such exchange to all
the holders of such Rights at their last addresses as they appear upon the
registry books of the Rights Agent. Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives the
notice. Each such notice of exchange shall state the method by which the
exchange of the Common Shares for Rights will be effected and, in the event of
any partial exchange, the number of Rights which win be exchanged. Any partial
redemption and exchange shall be effected pro rata based on the number of Rights
(other than Rights which have become void pursuant to the provisions of Section
12(a)(ii) hereof) held by each holder of Rights.

            (c) In the event that there shall not be sufficient Common Shares
issued by not outstanding or authorized but unissued to permit any exchange of
Rights as contemplated in accordance with this Section 25, the Company shall
take all such action as may be necessary to authorize additional Common Shares
for issuance upon exchange of the Rights. In the event the Company shall, after
good faith effort, be unable to take all such action as may be necessary to
authorize such additional Common Shares, the Company shall substitute, for each
Common Share that would otherwise be issuable upon exchange of a Right, a number
of Preferred Shares or fraction thereof such that the current per share market
price of one Preferred Share multiplied by such number or fraction is equal to
the current per share market price of one Common Share as of the date of
issuance of such Preferred Shares or fraction thereof.

        Section 26. Notice of Certain Events. If the Company shall, at any time
after the Distribution Date, propose (a) to pay any dividend or other
distribution payable in stock of any class of the Company or any Subsidiary of
the Company to the holders of the Preferred Shares (other than regular quarterly
cash dividends), (b) to offer to the holders of the Preferred Shares rights or
warrants to subscribe for or to purchase any additional Preferred Shares or
shares of stock of any class or any other securities, rights or options, (c) to
effect any reclassification of the Preferred Shares (other than a
reclassification involving only the subdivision of outstanding Preferred
Shares), (d) to effect any consolidation or merger into or with, or to effect
any sale or other transfer (or to permit one or more of its Subsidiaries to
effect any sale or other transfer), in one or more transactions, of 50% or more
of the assets, earning power of the Company and its Subsidiaries (determined as
provided in Section 14 herein) to, any other Person (other than the Company or a
Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries), (e) to effect the
liquidation, dissolution or winding up of the Company or (f) to declare or pay
any dividend or



                                       27
<PAGE>   30

other distribution on the Common Shares payable in Common Shares or in stock of
any other class of the Company or any Subsidiary of the Company or to effect a
subdivision or combination of the Common Shares (by reclassification or
otherwise than by payment of dividends in Common Shares) then, in each such
case, the Company shall give to each holder of a Right Certificate, in
accordance with Section 28 hereof, notice of such proposed action, which shall
specify the record date for the purposes of such dividend or other distribution
or the date on which such reclassification, consolidation, merger, sale,
transfer, liquidation, dissolution, winding up, subdivision or combination is to
take place and the date of participation therein by the holders of the Common
Shares of the Company or the Preferred Shares, or both, if any such date is to
be fixed. Such notice shall be so given in the case of any action covered by
clause (a), (b) or (g) above at least 10 days prior to the record date for
determining holders of the Preferred Shares or of the Common Shares of the
Company, as the case may be, for purposes of such action, and in the case of any
such other action, at least 10 days prior to the date of the taking of such
proposed action or the date of participation therein by the holders of the
Preferred Shares or Common Shares of the Company, as the case may be, whichever
shall be the earlier.

        In case the event set forth in Section 12(a)(ii) of this Agreement shall
occur, then the Company shall as soon as practicable thereafter give to each
holder of a Right Certificate, in accordance with Section 28 hereof, a notice of
the occurrence of such event, which shall describe the event and the
consequences of such event to holders of Rights under Section 12(a)(ii) hereof.

        Section 27. Securities Laws Registrations. To the extent legally
required, the Company agrees that it will prepare and file, no later than the
Distribution Date, and will use its best efforts to cause to be declared
effective, a registration statement under the Securities Act, registering the
offering, sale and delivery of the Preferred Shares issuable upon exercise of
the Rights, and the Company will, thereafter, use its best efforts to maintain
such registration statement (or another) continuously in effect so long as any
Rights remain outstanding and exercisable with respect to Preferred Shares.
Should the Rights become exercisable with respect to securities of the Company
or one of its Subsidiaries other than Preferred Shares, the Company agrees that
it will, to the extent legally required, promptly thereafter prepare and file,
or cause to be prepared and filed, and will use its best efforts to cause to be
declared effective, a registration statement under such Act registering the
offering, sale and delivery of such other securities and the Company will,
thereafter, use its best efforts to maintain such registration statement (or
another) continuously in effect so long as any outstanding Rights are
exercisable with respect to such securities. The Company further agrees to use
its best efforts, from and after the Distribution Date, to qualify or register
for sale the Preferred Shares or other securities of the Company or one of its
Subsidiaries issuable upon exercise of the Rights under the securities or "blue
sky" laws (to the extent legally required thereunder) of all jurisdictions in
which registered holders of Right Certificates reside determined by reference to
the Rights Register.

        Section 28. Notices. Notices or demands authorized by this Agreement to
be given or made by the Rights Agent or by the holder of any Right Certificate
to or on the Company shall be sufficiently given or made if sent by first-class
mail, postage prepaid, addressed (until another address is filed in writing with
the Rights Agent) as follows:


                                       28
<PAGE>   31

                              Tom Brown, Inc.
                              555 Seventeenth Street
                              Suite 1850
                              Denver, Colorado 80202

                              Attention: Secretary

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

                              EquiServe Trust Company, N.A.
                              c/o EquiServe Limited Partnership
                              150 Royall Street
                              Canton, Massachusetts 02021

                              Attention:  Client Administration

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Right 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 Rights
Register of the Company or, prior to the Distribution Date, on the stock
transfer records for the Common Shares of the Company.

        Section 29. Supplements and Amendments. The Company may from time to
time supplement or amend this Agreement without the approval of any holders of
Right Certificates in order to cure any ambiguity, to correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provisions herein, or to make any other provisions with respect to the Rights
which the Company may deem necessary or desirable, any such supplement or
amendment to be endorsed by a writing signed by the Company and the Rights
Agent; provided, however, that, from and after such time as any Person becomes
an Acquiring Person, this Agreement shall not be amended in any manner which
would adversely affect the interests of the holders of Rights. Without limiting
the foregoing, the Company may at any time prior to such time as any Person
becomes an Acquiring Person amend this Agreement to lower the thresholds set
forth in Section 1(a) and 3(a) hereof to not less than 10% (the "Reduced
Threshold"); provided, however, that no Person who beneficially owns a number of
Common Shares equal to or greater than the Reduced Threshold shall become an
Acquiring Person unless such Person shall, after the public announcement of the
Reduced Threshold, increase its beneficial ownership of the then outstanding
Common Shares (other than as a result of an acquisition of Common Shares by the
Company) to an amount equal to or greater than the greater of (x) the Reduced
Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person
as a percentage of the outstanding Common Shares as of any date on or after the
date of the public announcement of such Reduced Threshold plus (ii) .001%.


                                       29
<PAGE>   32

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

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

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

        Section 33. Governing Law. This Agreement and each Right Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.

        Section 34. Counterparts. This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.

        Section 35. Descriptive Headings. Descriptive headings of the several
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

                                       30
<PAGE>   33



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

                                      TOM BROWN, INC.

Attest:


By:     /s/  Bruce R. DeBoer          By:    /s/  Thomas W. Dyk
   ---------------------------------     ---------------------------------------
        Title:  Secretary                    Thomas W. Dyk
                                             Executive Vice President and
                                             Chief Operating Officer


                                      EQUISERVE TRUST COMPANY, N.A.
                                             As Rights Agent

Attest:


By:     /s/  Michael Medeiros         By:    /s/  Carol Mulvey-Eori
   ---------------------------------     ---------------------------------------
        Title:  Account Manager              Carol Mulvey-Eori
                                             Managing Director, Client Admin.


                                       31
<PAGE>   34


                                                                       EXHIBIT A


                            FORM OF RIGHT CERTIFICATE

Certificate No. R-                                                 ______ Rights


             NOT EXERCISABLE AFTER MARCH 1, 2011 OR EARLIER IF REDEMPTION OR
             EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER
             RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE AGREEMENT.
             UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY ACQUIRING
             PERSONS (AS DEFINED IN SECTION 1 OF THE RIGHTS AGREEMENT) OR ANY
             SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME VOID.


                                Right Certificate

                                 TOM BROWN, INC.


        This certifies that ____________________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the First
Amended and Restated Rights Agreement dated as of March 1, 2001 (the
"Agreement") between Tom Brown, Inc., a Delaware corporation (the "Company"),
and EquiServe Trust Company, N.A. (the "Rights Agent"), to purchase from the
Company at any time after the Distribution Date (as such term is defined in the
Agreement) and prior to 5:00 P.M. Canton, Massachusetts time) on March 1, 2011
at the Corporate Trust Office of the Rights Agent, one one-hundredth (1/100) of
a fully paid nonassessable share of Series B Preferred Stock, $.10 par value
(the "Preferred Shares"), of the Company, at a purchase price of One Hundred
Twenty Dollars ($120.00) per one one-hundredth (1/100) of a Preferred Share (the
"Purchase Price"), upon presentation and surrender of this Right Certificate
with the Form of Election to Purchase duly executed. The number of Rights
evidenced by this Right Certificate (and the number of Preferred Shares which
may be purchased upon exercise thereof) set forth above, and the Purchase Price
per share set forth above, are the number and Purchase Price as of March 1,
2001, based on the Preferred Shares as constituted at such date. As provided in
the Agreement, the Purchase Price and the number of one one-hundredths of a
Preferred Share which may be purchased upon the exercise of Rights evidenced by
this Right Certificate are subject to modification and adjustment upon the
occurrence of certain events.

        This Right Certificate is subject to all the terms, provisions and
conditions of the Agreement, which terms, provisions and conditions are hereby
incorporated herein by reference and to which Agreement reference is hereby made
for a full description of the rights, limitations



                                      A-1
<PAGE>   35

of rights, obligations, duties and immunities hereunder of the Rights Agent, the
Company and the holders of the Right Certificates. Copies of the Agreement are
on file at the principal executive offices of the Company and the Corporate
Trust Office of the Rights Agent.

        This Right Certificate, with or without other Right Certificates, upon
surrender hereof at the Corporate Trust Office of the Rights Agent, may be
exchanged for another Right Certificate or Right Certificates of like tenor and
date evidencing Rights entitling the holder to purchase a like aggregate number
of Preferred Shares as the Rights evidenced by the Right Certificate or Right
Certificates surrendered shall have entitled such holder to purchase. If this
Right Certificate shall be exercised in part, the holder shall be entitled to
receive upon surrender hereof another Right Certificate or Right Certificates
for the number of whole Rights not exercised.

        Subject to the provisions of the Agreement, the Rights evidenced by this
Certificate (i) may be redeemed by the Company at a redemption price of one cent
($0.01) per Right or (ii) may be exchanged by the Company in whole or in part
for Preferred Shares or shares of the Company's common stock, par value $.10 per
share.

        No fractional Preferred Shares will be issued upon the exercise of any
Right or Rights evidenced hereby (other than fractions which are integral
multiples of one one-hundredth of a Preferred Share, which may, at the election
of the Company, be evidenced by depositary receipts), but in lieu thereof a cash
payment will be made as provided in the Agreement.

        No holder of this Right Certificate shall be entitled to vote or receive
dividends or be deemed for any purpose the holder of the Preferred Shares or of
any other securities of the Company which may at any time be issuable on the
exercise hereof, nor shall anything contained in the Agreement or herein be
construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company including without limitation any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, to give or withhold consent to any corporate action, to receive
notice of meetings or other actions affecting stockholders (except as provided
in the Agreement) or to receive dividends or subscription rights, until the
Right or Rights evidenced by this Right Certificate shall have been exercised or
such Right or Rights shall have been mandatorily redeemed and exchanged by the
Company as provided in the Agreement.

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


                                      A-2
<PAGE>   36


        WITNESS the facsimile signatures of the proper officers of the Company
and its corporate seal.

Dated as of ___________________, 20__.

ATTEST:                                     TOM BROWN, INC.


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


Countersigned:

EquiServe Trust Company, N.A.


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


                                      A-3
<PAGE>   37

                   [Form of Reverse Side of Right Certificate]


                               FORM OF ASSIGNMENT

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


        FOR VALUE RECEIVED ___________________________________ hereby sells,
assigns and transfers unto
_______________________________________________________________________________
_______________________________________________________________________________
                  (Please print name and address of transferee)

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

Dated:  ___________________


                                        ________________________________________
                                        Signature

Signature Guaranteed:

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

_______________________________________________________________________________
                    (To be executed if statement is correct)

The undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Agreement).


                                        ________________________________________
                                        Signature
_______________________________________________________________________________



                                      A-4
<PAGE>   38


            [Form of Reverse Side of Right Certificate -- continued]

                          FORM OF ELECTION TO PURCHASE

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

To:     TOM BROWN, INC.

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

Please insert social security
or other identifying number:____________________________________________________


_______________________________________________________________________________
                         (Please print name and address)

_______________________________________________________________________________

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

Please insert social security
or other identifying number:____________________________________________________


_______________________________________________________________________________
                         (Please print name and address)

_______________________________________________________________________________


Dated:  ___________________                        _____________________________
                                                   Signature

Signature Guaranteed:

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


                                      A-5
<PAGE>   39

            [Form of Reverse Side of Right Certificate -- continued]

_______________________________________________________________________________


                    (To be executed if statement is correct)

The undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Agreement).


                                        ________________________________________
                                        Signature

________________________________________________________________________________

                                     NOTICE

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

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


                                      A-6
<PAGE>   40

                                                                       EXHIBIT B



                                 TOM BROWN, INC

                          SUMMARY OF RIGHTS TO PURCHASE
                                PREFERRED SHARES


        On March 1, 1991, the Board of Directors of Tom Brown, Inc. (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of common stock, $.10 par value (the "Common
Shares"), of the Company. The dividend was paid on March 15, 1991 to the
shareholders of record on that date.

        Effective on March 1, 2001, the Company amended and restated the Rights
Agreement in order to, among other things, increase the exercise price, reduce
the ownership threshold for a person to become an "Acquiring Person" (as
described below) and to extend the Final Expiration Date of the Rights. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") dated as of March 5, 1991 as amended and restated as of
March 1, 2001 between the Company and EquiServe Trust Company, N.A. (as
successor to American Stock Transfer & Trust Company of New York, as Rights
Agent) (the "Rights Agent"). As of March 1, 2001, each Right entitled the
registered holder to purchase from the Company one-hundredth of a share of
Series B Preferred Stock, $.10 par value, of the Company (the "Preferred
Shares") at a price of $120 per one one-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment.

        ACQUIRING PERSON THRESHOLD AND DISTRIBUTION DATE. Until the earlier to
occur of (i) 10 business days following a public announcement that a person or
group of affiliated or associated persons acquired beneficial ownership of 15%
or more of the outstanding Common Shares (an "Acquiring Person") and (ii) 10
business days following the commencement or announcement of an intention to make
a tender offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of such outstanding
Common Shares (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the Common Shares
outstanding as of March 15, 1991, by the certificates representing such Common
Shares with a copy of this Summary of Rights attached thereto.

        The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after March 15, 1991 upon transfer or new
issuance of the Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares, even without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such


                                      B-1
<PAGE>   41

certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.

        FINAL EXPIRATION DATE. The Rights are not exercisable until the
Distribution Date. The Rights will expire on March 1, 2011 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or unless
earlier redeemed by the Company as described below.

        DESCRIPTION OF PREFERRED SHARES. The Preferred Shares purchasable upon
exercise of the Rights will be nonredeemable. Each Preferred Share will have a
minimum preferential quarterly dividend rate of $1.00 per share, but will be
entitled to an aggregate dividend of 100 times the dividend, if any, declared on
the Common Shares. In the event of liquidation, the holders of the Preferred
Shares will receive a preferential liquidation payment of $100 per share, but
will be entitled to receive an aggregate liquidation payment equal to 100 times
the payment made per Common Share. Each Preferred Share will have one hundred
votes, voting together with the Common Shares. Finally, in the event of any
merger, consolidation or other transaction in which Common Shares are exchanged,
each Preferred Share will be entitled to receive 100 times the amount received
per Common Share.

        Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.

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

        If, prior to the Distribution Date, the Company declares or pays a
dividend on the Common Shares payable in Common Shares or effects a subdivision
or combination of the Common Shares, the number of one one-hundredths of a
Preferred Share for which a Right is exercisable and the number of Rights
outstanding will be appropriately adjusted.

        ANTIDILUTION ADJUSTMENTS UPON THE OCCURRENCE OF CERTAIN MERGERS. If,
after any person becomes an Acquiring Person, the Company were acquired in a
merger or other business combination transaction or more than 50% of its
consolidated assets, earning power or cash flow generation capacity were sold,
proper provision will be made so that each holder of a Right will thereafter
have the right to receive upon the exercise thereof at the then current Purchase
Price of


                                      B-2
<PAGE>   42

the Right, that number of shares of common stock of the acquiring company which
at the time of such transaction would have a market value of two times the
Purchase Price of the Right.

        ANTIDILUTION ADJUSTMENTS AFTER A PERSON BECOMES AN ACQUIRING PERSON. In
the event any person becomes an Acquiring Person, each Right then outstanding
would "flip-in" and become a right to buy that number of Common Shares that at
the time of such acquisition would have a market value of two times the exercise
price of the Right. The Acquiring Person who triggered the Rights would be
excluded from the "flip-in" because his rights would have become void upon his
triggering acquisition.

        EXCHANGE PROVISION. At anytime after a person has become an Acquiring
Person and the Acquiring Person owns less than 50% of the Company's voting
shares then outstanding, the Board of Directors would have the option to issue
Common Shares in exchange for the Rights (other than Rights owned by the
Acquiring Person which would be void) at the rate of one share for each Right.

        REDEMPTION. At any time prior to a person becoming an Acquiring Person,
the Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right subject to adjustment (the "Redemption
Price"). Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.

        AMENDMENTS. The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights.
However, from and after the date that any person becomes an Acquiring Person,
the Rights may be amended by the Board of Directors of the Company solely in
order (i) to cure any ambiguity, (ii) to correct or supplement any defective or
otherwise inconsistent provision in the Rights Agreement, (iii) subject to
certain restrictions, to shorten or lengthen any time period or (iv) to
otherwise change or supplement the Rights Agreement in a manner that does not
adversely affect the interests of the holders of the Rights (other than an
Acquiring Person or an Affiliate or Associate of an Acquiring Person). The
amendment provision of the Rights Agreement provides that the 15% threshold can
be lowered to not less than 10%; provided, however, that no person who then
beneficially owns a number of shares of common stock equal to or greater than
the reduced threshold shall be an Acquiring Person unless such person acquires
additional shares.

        MISCELLANEOUS. With certain exceptions, no adjustment in the Purchase
Price will be required until adjustments which were not made equal, on a
cumulative basis, at least 1% of such Purchase Price. No fractional Preferred
Shares will be issued (other than fractions which are integral multiples of one
one-hundredth of a Preferred Share, which may, at the election of the Company,
be evidenced by depositary receipts) and in lieu thereof an adjustment in cash
will be made based on the market price of the Preferred Shares on the last
trading date prior to the date of exercise. Until a Right is exercised, the
holder thereof, as such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends.


                                      B-3
<PAGE>   43

THIS SUMMARY DESCRIPTION OF THE RIGHTS DOES NOT PURPORT TO BE COMPLETE AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE RIGHTS AGREEMENT, WHICH IS HEREBY
INCORPORATED HEREIN BY REFERENCE.

        A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to an amendment to the Company's Registration
Statement on Form 8-A dated March ___, 2001. A copy of the Rights Agreement is
available free of charge from the Company.




                                      B-4