<HTML>

<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="RIGHT"><A NAME="EXHIBIT4c">Exhibit 4(c)</P>
<P ALIGN="CENTER"></A></P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER"> </P>
<B><P ALIGN="CENTER">BERGEN BRUNSWIG CORPORATION</P>
<P ALIGN="CENTER"></P>
</B><P ALIGN="CENTER"> </P>
<P ALIGN="CENTER">and</P>
<P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">CHASEMELLON SHAREHOLDER SERVICES, INC. </P>
</B><P ALIGN="CENTER">(as successor to Chemical Trust Company of California)</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">Rights Agent</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER"> </P>
<B><P ALIGN="CENTER">Amended and Restated</P>
<P ALIGN="CENTER">Rights Agreement</P>
</B><P ALIGN="CENTER"></P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER">Dated as of December 17, 1999</P>
<P ALIGN="CENTER"></P>
<P> </P></FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=630>
<TR><TD VALIGN="TOP" COLSPAN=3>
<B><U><FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">Table of Contents</B></U></FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<U><FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">Section</U></FONT></TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP">
<U><FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">Page</U></FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">1.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Certain Definitions	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">2.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Appointment of Rights Agent	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">3.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Issue of Rights Certificates	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">4.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Form of Rights Certificates	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">5.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Countersignature and Registration	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">6.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Transfer, Split up, Combination and Exchange of Rights
Certificates:<BR>
Mutilated, Destroyed, Lost or Stolen Rights Certificates	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">7.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Exercise of Rights; Purchase Price; Expiration Date of
Rights	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">8.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Cancellation and Destruction of Rights
Certificates	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">9.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Reservation and Availability of Capital Stock	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">10.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Preferred Stock Record Date	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">11.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Adjustment of Purchase Price, Number and
Kind of Shares or<BR>
Number of Rights	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">12.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Certificate of Adjusted Purchase Price or Number
of Shares	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">13.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Consolidation, Merger or Sale or Transfer of
Assets or Earning Power	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">14.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Fractional Rights and Fractional Shares	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">15.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Rights of Action	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">16.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Agreement of Rights Holders	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">17.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Rights Certificate Holder Not Deemed a
Stockholder	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">18.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Concerning the Rights Agent	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">19.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Merger of Consolidation or Change of
Name of Rights Agent	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">20.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Duties of Rights Agent	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">21.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Change of Rights Agent	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">22.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Issuance of New Rights Certificates	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">23.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Redemption and Termination	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">24.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Exchange	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">25.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Notice of Certain Events	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">26.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Notices	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">27.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Supplements and Amendments	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">28.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Successors	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">29.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Determinations and Actions by the
Board of Directors, etc.	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">30.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Benefits of this Agreement	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">31.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Severability	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">32.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Governing Law	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">33.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Counterparts	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">34.</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Descriptive Headings	</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP"> </TD>
<TD WIDTH="79%" VALIGN="TOP"> </TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">Exhibit A</FONT></TD>
<TD WIDTH="79%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>--  Form of Rights Certificate</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP"> </TD>
</TR>
</TABLE>

<FONT FACE="Arial" SIZE=3><P>	</P>
<B><U><P ALIGN="CENTER">AMENDED AND RESTATED</P>
</U><P ALIGN="CENTER">RIGHTS AGREEMENT</P>
</B><P ALIGN="CENTER"></P>
<P> </P>
<B><P ALIGN="JUSTIFY">	AMENDED AND RESTATED RIGHTS AGREEMENT</B>, dated as of
December 17, 1999 (the "Agreement"), between Bergen Brunswig Corporation,
a New Jersey Corporation (the "Company"), and ChaseMellon Shareholder
Services, Inc. (as successor to Chemical Trust Company of California), a California
banking corporation (the "Rights Agent").</P>
<B><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">W I T N E S S E T H</B> </P>
<B>
<P ALIGN="JUSTIFY">		WHEREAS</B>, the Company and the Rights Agent entered into
a certain Rights Agreement, dated as of February 8, 1994, as amended by a certain
First Amendment dated as of November 10, 1996, and by a certain Second Amendment
dated August 21, 1997 (as amended, the "Original Rights Agreement"); and </P>

<P ALIGN="JUSTIFY">		<B>WHEREAS,</B> on February 8, 1994 (the "Rights
Dividend Declaration Date"), pursuant to the Original Rights Agreement, the
Board of Directors of the Company authorized and declared a dividend distribution
of one Right for each share of Class A Common Stock, par value $1.50 per share, of
the Company (the "Class A Common Stock") and 9.5285 Rights for each share
of Class B Common Stock, par value $1.50 per share, of the Company (the "Class
B Common Stock") outstanding at the close of business on February 18, 1994 (the
"Record Date"), and has authorized the issuance of one Right for each share
of Class A Common Stock, and 9.5285 Rights for each share of Class B Common Stock (as
such numbers may hereinafter be adjusted pursuant to the provisions of Section 11(p)
hereof), of the Company issued between the Record Date (whether originally issued or
delivered from the Company's treasury) and the Distribution Date, each Right
initially representing the right to purchase one one-hundredth of a share of Series
A Junior Participating Preferred Stock of the Company having the rights, powers and
preferences set forth in the Company's Restated Certificate of Incorporation, upon
the terms and subject to the conditions hereinafter set forth (the "Rights");</P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">		WHEREAS</B>, the Company desires to make certain
substantive and technical amendments to the Original Rights Agreement, including
without limitation elimination of references to the Class B Common Stock which is
no longer outstanding, in order to improve the efficiency of its operation and enhance
its effects with respect to the Company's shareowners; and </P>
<B>
<P ALIGN="JUSTIFY">		WHEREAS</B>, the Original Rights Agreement provides that
it may be amended or supplemented pursuant to Section 27 thereof if the Company so
directs the Rights Agent and if the Company provides to the Rights Agent a certain
certification specified therein; and</P>

<B><P ALIGN="JUSTIFY">		WHEREAS</B>, the Company has so directed the Rights
Agent to agree to amend and restate the Original Rights Agreement on the terms and
conditions set forth herein and has provided the Rights Agent with the requisite
certification pursuant to Section 27 of the Original Rights Agreement; and</P>

<B><P ALIGN="JUSTIFY">		NOW THEREFORE</B>, in consideration of the foregoing
premises and the mutual agreements herein set forth, the parties hereby agree that
the Original Rights Agreement is hereby amended in its entirety as follows:</P>

<P ALIGN="JUSTIFY">	<B>Section 1.	Certain Definitions</B>.  For purposes of
this Agreement, the following terms have the meanings indicated:</P>

<P ALIGN="JUSTIFY">		(a)	"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 shares of Common Stock of the
Company then outstanding, but shall not include (i) the Company, any Subsidiary of
the Company, any employee benefit plan of the Company or of any Subsidiary of the
Company, or any Person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such plan or (ii) any Person, together
with all Affiliates and Associates of such Person, who or which would otherwise be
an Acquiring Person by reason of (x) being the Beneficial Owner of shares of Common
Stock of the Company, the beneficial ownership of which was acquired by such person
(or a predecessor of such Person) pursuant to a transaction or series of related
transactions approved by the Board of Directors before such Person (or a predecessor
of such Person) otherwise became an Acquiring Person or (y) any other action or
transaction which the Board of Directors determines should not, consistent with the
purposes of this Agreement, cause such Person (or a predecessor of such Person) to
be deemed an Acquiring Person, which determination is made by the Board of Directors
 prior to such Person (or a predecessor of such Person) otherwise becoming an
Acquiring Person.</P>

<P ALIGN="JUSTIFY">		(b)	"Affiliate" and "Associate"
shall have the respective meanings ascribed to such terms in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934, as amended
and in effect on the date of this Agreement (the "Exchange Act").</P>

<P ALIGN="JUSTIFY">		(c)	A Person shall be deemed the "Beneficial
Owner" of, and shall be deemed to "beneficially own," any securities: </P>

<P ALIGN="JUSTIFY">	(i)	which such Person or any of such Person's Affiliates
or Associates, directly or indirectly, has the right to acquire (whether such right
is exercisable immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding (whether or not in writing) or upon the
exercise of conversion rights exchange rights, rights, warrants or options, or
otherwise; provided, however, that a Person shall not be deemed the "Beneficial
Owner" of, or to "beneficially own," (A) securities tendered pursuant
to a tender or exchange offer made by such Person or any of such Person
s Affiliates
or Associates until such tendered securities are accepted for purchase or exchange,
or (B) securities issuable upon exercise of Rights at any time prior to the occurrence
of a Triggering Event, or (C) securities issuable upon exercise of Rights from and
after the occurrence of a Triggering Event which Rights were acquired by such Person
or any of such Person's Affiliates or Associates prior to the Distribution Date or
pursuant to Section 3(a) or Section 22 hereof (the "Original Rights") or
pursuant to Section 11(i) hereof in connection with an adjustment made with respect
to any Original Rights; </P>

<P ALIGN="JUSTIFY">	(ii)	which such Person or any of such Person's Affiliates
or Associates, directly or indirectly, has the right to vote or dispose of or has
"beneficial ownership" of (as determined pursuant to Rule 13d-3 of the
General Rules and Regulations under the Exchange Act), including pursuant to any
agreement, arrangement or understanding, whether or not in writing; provided,
however, that a Person shall not be deemed the "Beneficial Owner" of,
or to "beneficially own," any security under this subparagraph (ii) as a
result of an agreement, arrangement or understanding to vote such security if such
agreement, arrangement or understanding: (A) arises solely form a revocable proxy
given in response to a public proxy or consent solicitation made pursuant to, and
in accordance with, the applicable provisions of the General Rules and Regulations
under the Exchange Act, and (B) is not also then reportable by such Person on
Schedule 13D under the Exchange Act (or any comparable or successor report); or</P>

<P ALIGN="JUSTIFY">	(iii)	which are beneficially owned, directly or
indirectly, by any other Person (or any Affiliate or Associate thereof) with which
such Person (or any of such Person's Affiliates or Associates) has any agreement,
arrangement or understanding (whether or not in writing), for the purpose of
acquiring, holding, voting (except pursuant to a revocable proxy as described
in the proviso to subparagraph (ii) of this paragraph (c)) or disposing of any
voting securities of the Company; provided, however, that nothing in this paragraph
(c) shall cause a person engaged in business as an underwriter of securities to be
the "Beneficial Owner" of, or to "beneficially own," any
securities acquired through such person's participation in good faith in a firm
commitment underwriting until the expiration of forty days after the date of such
acquisition.</P>

<P ALIGN="JUSTIFY">		(d)	"Business Day" shall mean any day other
than a Saturday, Sunday or a day on which banking institutions in the State of New
York are authorized or obligated by law or executive order to close.  </P>

<P ALIGN="JUSTIFY">		(e)	"Close of business" on any given date
shall mean 5:00 P.M., New York City time, on such date; provided, however, that
if such date is not a Business Day it shall mean 5:00 P.M., New York City time,
on the next succeeding Business Day.</P>

<P ALIGN="JUSTIFY">		(f)	"Class A Common Stock" shall mean the
Class A Common Stock, par value $1.50 per share, of the Company.</P>

<P ALIGN="JUSTIFY">		(g)	"Common Stock" shall mean the Class A
Common Stock, except that "Common Stock" when used with reference to
any Person other than the Company shall mean the capital stock of such Person
with the greatest voting power, or the equity securities or other equity interest
having power to control or direct the management, of such Person.</P>

<P ALIGN="JUSTIFY">		(h)	"Person" shall mean any individual,
firm, corporation, partnership or other entity.</P>

<P ALIGN="JUSTIFY">		(i)	"Preferred Stock" shall mean shares
of Series A Junior Participating Preferred Stock, without par value, of the
Company, and, to the extent that there are not a sufficient number of shares
of Series A Junior Participating Preferred Stock authorized to permit the full
exercise of the Rights, any other series of Preferred Stock, without par value,
of the Company designated for such purpose containing terms substantially similar
to the terms of the Series A Junior Participating Preferred Stock.</P>

<P ALIGN="JUSTIFY">		(j)	"Section 11(a)(ii) Event" shall mean
any event described in Section 11(a)(ii) (A), (B) or (C) hereof.</P>

<P ALIGN="JUSTIFY">		(k)	"Section 13 Event" shall mean any
event described in clauses (x), (y) or (z) of Section 13(a) hereof.</P>

<P ALIGN="JUSTIFY">		(l)	"Stock 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)
under the Exchange Act) by the Company or an Acquiring Person that an Acquiring
Person has become such.</P>
<P ALIGN="JUSTIFY"></P>
<P>		(o)	"Subsidiary" shall mean, with reference to any Person,
any corporation of which an amount of voting securities sufficient to elect at
least a majority of the directors of such corporation is beneficially owned,
directly or indirectly, by such Person, or otherwise controlled by such Person.  </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(p)	"Triggering Event" shall mean any
Section 11(a)(ii) Event or any Section 13 Event.</P>

<P ALIGN="JUSTIFY">	<B>Section 2</B>.	<B>Appointment of Rights Agent</B>.
The Company hereby appoints the Rights Agent to act as agent for the Company
(who, in accordance with Section 3 hereof, shall prior to the Distribution Date
also be the holders of the Common Stock) in accordance with the terms and
conditions hereof, and the Rights Agents hereby accepts such appointment.
The Company may from time to time appoint such Co-Rights Agents as it may deem
necessary or desirable.</P>

<P ALIGN="JUSTIFY">	<B>Section 3.	Issue of Rights Certificates</B>.
(a)  Until the earlier of (i) the close of business on the tenth day after
the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition
Date occurs before the Record Date, the close of business on the Record Date),
or (ii) the close of business on the tenth business day (or such later date as
the Board shall determine) after the date that a tender or exchange offer by any
Person (other than the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or of any Subsidiary of the Company, or any Person or entity
organized, appointed or established by the Company for or pursuant to the
terms of any such plan) is first published or sent or given within the meaning
of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act,
if upon consummation thereof, such Person would be the Beneficial Owner of 15%
or more of the shares of Common Stock then outstanding (the earlier of (i) and
(ii) being herein referred to as the "Distribution Date"), (x) the
Rights will be evidenced (subject to the provisions of paragraph (b) of this
Section 3) by the certificates for the Common Stock registered in the names of
the holders of the Common Stock (which certificates for Common Stock shall be
deemed also to be certificates for Rights) and not by separate certificates,
and (y) the Rights will be transferable only in connection with the transfer
of the underlying shares of Common Stock (including a transfer to the Company).
As soon as practicable after the Distribution Date, the Rights Agent will send
by first-class, insured, postage prepaid mail, to each record holder of the
Common Stock as of the close of business on the Distribution Date, at the
address of such holder shown on the records of the Company, one or more right
certificates, in substantially the form of Exhibit A hereto (the "Rights
Certificates"), evidencing one Right for each share of Common Stock so
held, subject to adjustment as provided herein.  In the event that an adjustment
in the number of Rights per share of Common Stock has been made pursuant to
Section 11(p) hereof, at the time of distribution of the Right Certificates,
the Company shall make the necessary and appropriate rounding adjustments (in
accordance with Section 14(a) hereof) so that Rights Certificates representing
only whole numbers of Rights are distributed and cash is paid in lieu of any
fractional Rights.  As of and after the Distribution Date, the Rights will be
evidenced solely by such Rights Certificates.</P>

<P ALIGN="JUSTIFY">		(b)	As promptly as practicable following the
Record Date, the Company will send a copy of a Summary of Rights, in
substantially the form attached hereto as Exhibit C (the "Summary of
Rights"), by first-class, postage prepaid mail, to each record holder
of the Common Stock as of the close of business on the Record Date, at the
address of such holder shown on the records of the Company.  With respect to
certificates for the Common Stock outstanding as of the Record Date, until the
Distribution Date, the Rights will be evidenced by such certificates for the
Common Stock and the registered holders of the Common Stock shall also be the
registered holders of the associated Rights.  Until the earlier of the
Distribution Date or the Expiration Date (as such term is defined in Section
7 hereof), the transfer of any certificates representing shares of Common Stock
in respect of which Rights have been issued shall also constitute the transfer
of the Rights associated with such shares of Common Stock.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(c)	Rights shall be issued in respect of all
shares of Common Stock which are issued (whether originally issued or from
the Company's treasury) after the Record Date but prior to the earlier of
the Distribution Date or the Expiration Date.  Certificates issued after
the date of this Agreement, representing such shares of Common Stock shall
also be deemed to be certificates for Rights, and shall bear the following legend:</P>
<P ALIGN="JUSTIFY"></P>
<P> </P></FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=686>
<TR><TD WIDTH="14%" VALIGN="TOP"> </TD>
<TD WIDTH="70%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">This certificate also evidences
and entitles the holder hereof to certain Rights as set forth in the Amended
and Restated Rights Agreement between Bergen Brunswig Corporation (the
"Company") and ChaseMellon Shareholder Services, Inc. (as successor
to Chemical Trust Company of California) (the "Rights Agent") dated
as of October <U>   </U>, 1999 (the "Amended and Restated
Rights Agreement"), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal offices of the Rights
Agent.  Under certain circumstances, as set forth in the Amended and Restated
Rights Agreement, such Rights will be evidenced by separate certificates and
will no longer be evidenced by this certificate.  The Rights Agent will mail
to the holder of this certificate a copy of the Amended and Restated Rights
Agreement, as in effect on the date of mailing, without charge promptly after
receipt of a written request therefor.  Under certain circumstances set forth
in the Amended and Restated Rights Agreement, Rights issued to, or held by,
any Person who is, was or becomes an Acquiring Person or any Affiliate or
Associates thereof (as such terms are defined in the Amended and Restated
Rights Agreement), whether currently held by or on behalf of such Person or
by any subsequent holder, may become null and void.</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP"> </TD>
</TR>
</TABLE>

<FONT FACE="Arial" SIZE=3>
<P> </P>
<P ALIGN="JUSTIFY">With respect to such certificates containing the foregoing
legend, until the earlier of (i) the Distribution Date or (ii) the Expiration
Date, the Rights associated with the Common Stock represented by such certificates
shall be evidenced by such certificates alone and registered holders of Common
Stock shall also be the registered holders of the associated Rights, and the
transfer of any of such certificates shall also constitute the transfer of the
Rights associated with the Common Stock represented by such certificates.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	<B>Section 4.	Form of Rights Certificates</B>.
(a)  The Rights Certificates (and the forms of election to purchase and of
assignment to be printed on the reverse thereof) shall each be substantially
in the form set forth in Exhibit A hereto and may have such marks of
identification or designation and such legends, summaries or endorsement printed
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any applicable
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Rights may from time to time be
listed, or to conform to usage.  Subject to the provisions of Section 11 and
Section 22 hereof, the Rights Certificates, whenever distributed, shall be dated
as of the Record Date and on their face shall entitle the holders thereof to
purchase such number of one one-hundredths of a share of Preferred Stock as shall
be set forth therein at the price set forth therein (such exercise price per one
one-hundredth of a share, the "Purchase Price"), but the amount and
type of securities purchasable upon the exercise of each Right and the Purchase
Price thereof shall be subject to adjustment as provided herein.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(b)	Any Rights Certificate issued pursuant to
Section 3(a) or Section 22 hereof that represents Rights beneficially owned by:
(i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person,
(ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate)
who becomes a transferee after the Acquiring Person becomes such, or (iii) a
transferee of an Acquiring Person (or of any such Associate or Affiliate) who
becomes a transferee prior to or concurrently with the Acquiring Person becoming
such and receives such Rights pursuant to either (A) a transfer (whether or not
for consideration) from the Acquiring Person to holders of equity interest in such
Acquiring Person or to any Person with whom such acquiring Person has any continuing
agreement, arrangement or understanding regarding the transferred Rights or (B)
a transfer which the Board of Directors of the Company has determined is part of
a plan, arrangement or understanding which has as primary purpose or effect
avoidance of Section 7(e) hereof, and any Rights Certificate issued pursuant to
Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment
of any other Rights Certificate referred to in this sentence, shall contain (to
the extent feasible) the following legend:</P>
<P ALIGN="JUSTIFY"></P></FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=686>
<TR><TD WIDTH="14%" VALIGN="TOP"> </TD>
<TD WIDTH="70%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">The Rights represented by this Rights
Certificate are or were beneficially owned by a Person who was or became an
Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such
terms are defined in the Amended and Restated Rights Agreement).  Accordingly,
this Rights Certificate and the Rights represented hereby may become null and void
in the circumstances specified in Section 7(e) of such Amended and Restated Rights
Agreement.</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP"> </TD>
</TR>
</TABLE>

<FONT FACE="Arial" SIZE=3>
<P> </P>
<P ALIGN="JUSTIFY">	<B>Section 5</B>.	<B>Countersignature and Registration</B>.
(a)  The Rights Certificates shall be executed on behalf of the Company by its
Chairman of the Board, its President, or any Vice President, either manually or
by facsimile signature, and shall have affixed thereto the Company's seal or a
facsimile thereof which shall be attested by the Secretary or an Assistant
Secretary of the Company, either manually or by facsimile signature.  The Rights
Certificates shall be manually countersigned by the Rights Agent and shall not be
valid for any purpose unless so countersigned.  In case any officer of the Company
who shall have signed any of the Rights Certificates shall cease to be such officer
of the Company before countersignature by the Rights Agent and issuance and delivery
by the Company, such Rights Certificates, nevertheless, may be countersigned by the
Rights Agent and issued and delivered by the Company with the same force and effect
as though the person who signed such Rights Certificates had not ceased to be such
officer of the Company; and any Rights Certificates may be signed on behalf of the
Company by any person who, at the actual date of the execution of such Rights
Certificate, shall be a proper officer of the Company to sign such Rights Certificate,
although at the date of the execution of this Agreement any such person was not such
an officer.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(b)	Following the Distribution Date, the Rights Agent will keep
or cause to be kept, at its principal office or offices designated as the appropriate
place for surrender of Rights Certificates upon exercise or transfer, books for
registration and transfer of the Rights Certificates issued hereunder.  Such books
shall show the names and addresses of the respective holders of the Rights
Certificates, the number of Rights evidenced on its face by each of the Rights
Certificates and the date of each of the Rights Certificates.</P>
<B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Section 6</B>.	<B>Transfer, Split Up, Combination and Exchange
of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates</B>.
(a)  Subject to the provisions of Section 4(b), Section 7(e) and Section 14 hereof,
at any time after the close of business on the Distribution Date, and at or prior to
the close of business on the Expiration Date, any Rights Certificate or Certificates
may be transferred, split up, combined or exchanged for another Rights Certificate or
Certificates, entitling the registered holder to purchase a like number of one
one-hundredths of a share of Preferred Stock (or following a Triggering Event,
Common Stock, other securities, cash or other assets, as the case may be) as the
Rights Certificate or Certificates surrendered then entitled such holder (or former
holder in the case of a transfer) to purchase.  Any registered holder desiring to
transfer, split up, combine or exchange any Rights Certificate or Certificates shall
made such request in writing delivered to the Rights Agent, and shall surrender the
Rights Certificate or certificates to be transferred, split up, combined or exchanged
at the principal office or offices of the Rights Agent designated for such purpose.
Neither the Rights Agent nor the Company shall be obligated to take any action
whatsoever with respect to the transfer of any such surrendered Rights Certificate
until the registered holder shall have completed and signed the certificate contained
in the form of assignment on the reverse side of such Rights certificate and shall
have provided such additional evidence of the identity of the Beneficial Owner (or
former Beneficial Owner) or Affiliates or Associates thereof as the Company shall
reasonably request.  Thereupon the Rights Agent shall, subject to Section 4(b),
Section 7(e) and Section 14 hereof, countersign and deliver to the Person entitled
thereto a Rights Certificate or Rights Certificates, as the case may be, as so
requested.  The Company may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any transfer, split
up, combination or exchange or Rights Certificates.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(b)	Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of a
Rights Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, and reimbursement to the Company and the
Right Agent of all reasonable expenses incidental thereto, and upon surrender to the
Rights Agent and cancellation of the Rights Certificate if mutilated, the Company
will execute and deliver a new Rights Certificate of like tenor to the Rights Agent
for countersignature and delivery to the registered owner in lieu of the Rights
Certificate so lost, stolen, destroyed or mutilated.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	<B>Section 7. 	Exercise of Rights; Purchase Price;
Expiration Date of Rights</B>.  (a)  Subject to Section 7(e) hereof, the registered
holder of any Rights Certificate may exercise the Rights evidence thereby (except as
may exercise the Rights evidenced thereby (except as otherwise provided herein
including, without limitation, the restrictions on exercisabilitly set forth in
Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at
any time after the Distribution Date upon surrender of the Rights Certificate, with
the form of election to purchase and the certificate on the reverse side thereof
duly executed, to the Rights Agent at the principal office or offices of the Rights
Agent designated for such purpose, together with payment of the aggregate Purchase
Price with respect to the total number of one-one-hundredths of a share (or other
securities, cash or other assets, as the case may be) as to which such surrendered
Rights are then exercisible, at or prior to the earlier of (i) the close of business
on February 18, 2004, (the "Final Expiration Date"), or (ii) the time at
which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i)
and (ii) being herein referred to as the "Expiration Date").</P>

<P ALIGN="JUSTIFY">(b)	The Purchase Price for each one one-hundredth of a share
of Preferred Stock pursuant to the exercise of a Right shall initially be $80.00,
and shall be subject to adjustment from time to time as provided in Sections 11
and 13(a) hereof and shall be payable in accordance with paragraph (c) below.</P>

<P ALIGN="JUSTIFY">(c)	Upon receipt of a Rights certificate representing
exercisable Rights, with the form of election to purchase and the certificate
duly executed, accompanied by payment, with respect to each Right so exercised,
of the Purchase Price per one one-hundredth of a share of Preferred Stock (or other
shares, securities, cash or other assets, as the case may be) to be purchased as set
forth below and an amount equal to any applicable transfer tax, the Rights Agent
shall, subject to Section 20(k) hereof, thereupon promptly (i)(A) requisition
from any transfer agent of the shares of Preferred Stock (or make available,
if the Rights Agent is the transfer agent for such shares) certificates for the
total number of one one-hundredths of a share of Preferred Stock to be purchased
and the Company hereby irrevocably authorizes its transfer agent to comply with
all such requests, or (B) if the Company shall have elected to deposit the total
number of shares of Preferred Stock issuable upon exercise of the Rights hereunder
with a depositary agent, requisition from the depositary agent depositary receipts
representing such number of one one-hundredths of a share of Preferred Stock as are
to be purchased (in which case certificates for the shares of Preferred Stock
represented by such receipts shall be deposited by the transfer agent with the
depositary agent) and the Company will direct the depositary agent to comply with
such request (ii) requisition from the Company the amount of cash, if any, to be
paid in lieu of fractional shares in accordance with Section 14 hereof, (iii) after
receipt of such certificates or depositary receipts, cause the same to be delivered
to or upon the order of the registered holder of such Rights Certificate, registered
in such name or names as may be designated by such holder, and (iv) after receipt
thereof, deliver such cash, if any, to or upon the order of the registered holder
of such Rights Certificate.  The payment of the Purchase Price (as such amount may
be reduced pursuant to Section 11(a)(iii) hereof, shall be made in cash or by
certified bank check or bank draft payable to the order of the Company.  In
the event that the Company is obligated to issue other securities (including
Common Stock) of the Company, pay cash and/or distribute other property pursuant
to Section 11(a) hereof, the Company will make all arrangements necessary so that
such other securities, cash and/or other property are available for distribution
by the Rights Agent, if and when appropriate.  The Company reserves the right to
require prior to the occurrence of a Triggering Event that, upon any exercise of
Rights, a number of Rights be exercised so that only whole shares of Preferred Stock
would be issued.</P>

<P ALIGN="JUSTIFY">(d)	In case the registered holder of any Rights Certificate
shall exercise less than all the Rights evidenced thereby, a new Rights Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued by
the Rights Agent and delivered to, or upon the order of, the registered holder of
such Rights Certificate, registered in such name or names as may be designed by such
holder, subject to the provisions of Section 14 hereof.</P>

<P ALIGN="JUSTIFY">(e)	Notwithstanding anything in this Agreement to the contrary,
from and after the first occurrence of a Section 11(a)(ii) Event, any Rights
beneficially owned by (i) an Acquiring Person or an Associates or Affiliate of an
Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes
such, or (iii) a transferee of an Acquiring Person (or of any such Associate or
Affiliate) who becomes a transferee prior to or concurrently with the Acquiring
Person becoming such and receives such Rights pursuant to either (A) a transfer
(whether or not for consideration) from the Acquiring Person to holders of equity
interests in such Acquiring Person or to any Person with whom the Acquiring Person
has any continuing agreement, arrangement or understanding regarding the transferred
Rights or (B) a transfer which the Board of Directors of the Company has determined
is part of a plan, arrangement or understanding which has as a primary purpose or
effect the avoidance of this Section 7(e), shall become null and void without any
further action and no holder of such Rights shall have any rights whatsoever with
respect to such Rights, whether under any provision of this Agreement or otherwise.
The Company shall use all reasonable efforts to insure that the provisions of this
Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability
to any holder of Rights Certificates or other Person as a result of its failure to
make any determinations with respect to an Acquiring Person or its Affiliates,
Associates or transferees hereunder.</P>

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

<P ALIGN="JUSTIFY">	<B>Section 8.	Cancellation and Destruction of Rights
Certificates.</B>  All Rights Certificates surrendered for the purpose of exercise,
transfer, split up, combination or exchange shall, if surrendered to the Company or
any of its agents, be delivered to the Rights Agent for cancellation or in canceled
forms, or, if surrendered to the Rights Agent, shall be canceled by it, and no
Rights Certificates shall be issued in lieu thereof except as expressly permitted
by 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 Rights Certificate purchased or acquired by the Company
otherwise than upon the exercise thereof.  The Rights Agent shall deliver all
canceled Rights Certificates to the Company, or shall, at the written request of
the Company, destroy such canceled Rights Certificates, and in such case shall
deliver a certificate of destruction thereof to the Company.</P>

<P ALIGN="JUSTIFY">	<B>Section 9. 	Reservation and Availability of Capital
Stock</B>.  (a)  The Company covenants and agrees that, at or prior to the
Expiration Date, it will cause to be reserved and kept available out of its
authorized and unissued shares of Preferred Stock (and, following the occurrence
of a Triggering Event, out of its authorized and unissued shares of Common Stock
and/or other securities or out of its authorized and issued shares held in its
treasury), the number of shares of Preferred Stock (and, following the occurrence
of a Triggering Event, Common Stock and/or other securities) that, as provided in
this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit
the exercise in full of all outstanding Rights.</P>

<P ALIGN="JUSTIFY">		(b)	So long as the shares of Preferred Stock (and,
following the occurrence of a Triggering Event, Common Stock and/or other
securities) issuable and deliverable upon the exercise of the Rights may be listed
on any national securities exchange, the Company shall use its best efforts to
cause, from and after such time as the Rights become exercisable, all shares
reserved for such issuance to be listed on such exchange upon official notice
of issuance upon such exercise.</P>

<P ALIGN="JUSTIFY">		(c)	The Company shall use its best efforts to (i)
file, as soon as practicable following the earliest date after the first
occurrence of a Section 11(a)(ii) Event on which the consideration to be
delivered by the Company upon exercise of the Rights has been determined in
accordance with Section 11(a)(iii) hereof, a registration statement under the
Securities Act of 1933 ("the Act"), with respect to the securities
purchasable upon exercise of the rights on an appropriate form, (ii) cause such
registration statement to become effective as soon as practicable after such
filing, and (iii) cause such registration statement to remain effective (with a
prospectus at all times meeting the requirements of the Act) until the earlier
of (A) the date as of which the Rights are no longer exercisable for such
securities, and (B) the date of the expiration of the Rights.  The Company
will also take such action as may be appropriate under, or to ensure compliance
with, the securities or "blue sky" laws of the various states in
connection with the exercisability of the Rights.  The Company may temporarily
suspend, for a period of time not to exceed ninety (90) days after the date set
forth in clause (i) of the first sentence of this Section 9(c), the
exercisability of the Rights in order to prepare and file such registration
statement and permit it to become effective.  Upon any such suspension, the
Company shall issue a public announcement stating that the exercisability of
the Rights has been temporarily suspended, as well as a public announcement at
such time as the suspension is no longer in effect.  In addition, if the Company
shall determine that a registration statement is required following the
Distribution Date, the Company may temporarily suspend the exercisability of the
Rights until such time as a registration statement has been declared effective.
Notwithstanding any provision of this Agreement to the contrary, the Rights shall
not be exercisable in any jurisdiction if the requisite qualification in such
jurisdiction shall not have been obtained, the exercise thereof shall not be
permitted under applicable law or a registration statement shall not have been
declared effective.</P>

<P ALIGN="JUSTIFY">		(d)	The Company covenants and agrees that it will
take all such action as may be necessary to ensure that all one one-hundredths
of a share of Preferred Stock (and, following the occurrence of a Triggering Event,
Common Stock and/or other securities) delivered upon exercise of Rights shall, at
the time of delivery of the certificates for such shares (subject to payment of
the Purchase Price), be duly and validly authorized and issued and fully paid and
nonassessable.</P>

<P ALIGN="JUSTIFY">		(e)	The Company further covenants and agrees that
it will pay when due and payable any and all federal and state transfer taxes and
charges which may be payable in respect of the issuance or delivery of the Rights
Certificates and of any certificates for a number of one one-hundredths of a share
of Preferred Stock (or Common Stock and/or other securities, as the case may be)
upon the exercise of Rights.  The Company shall not, however, be required to pay
any transfer tax which may be payable in respect of any transfer or delivery of
Rights Certificates to a Person other than, or the issuance or delivery of a
number of one one-hundredths of a share of Preferred Stock (or Common Stock
and/or other securities, as the case may be) in respect of a name other than
that of, the registered holder of the Rights Certificates evidencing Rights
surrendered for exercise or to issue or deliver any certificates for a number
of one one-hundredths of a share of Preferred Stock (or Common Stock and/or
other securities, as the case may be) in a name other than that of the registered
holder upon the exercise of any Rights until such tax shall have been paid (any
such tax being payable by the holder of such Rights Certificate at the time of
surrender) or until it has been established to the Company's satisfaction that
no such tax is due.</P>

<P ALIGN="JUSTIFY">	<B>Section 10.	Preferred Stock Record Date</B>.  Each
person in whose name any certificate for a number of one one-hundredths of a share
of Preferred Stock (or Common Stock and/or other securities, as the case may be)
represented thereby on, and such certificate shall be dated, the date upon which
the Rights Certificate evidencing such Rights was duly surrendered and payment of
the Purchase Price (and all applicable transfer taxes) was made, provided, however,
that if the date of such surrender and payment is a date upon which the Preferred
Stock (or Common Stock and/or other securities, as the case may be) transfer books
of the Company are closed, such Person shall be deemed to have become the record
holder of such shares (fractional or otherwise) on, and such certificate shall be
dated, the next succeeding Business Day on which the Preferred Stock (or Common
Stock and/or other securities, as the case may be) transfer books of the Company
are open.  Prior to the exercise of the Rights evidenced thereby, the holder of
a Rights Certificate shall not be entitled to any rights of a stockholder of the
Company with respect to shares for which the Rights shall be exercisable, including,
without limitation, the right to vote, to receive dividends or other distributions or
to exercise any preemptive rights, and shall not be entitled to receive any notice
of any proceedings of the Company, except as provided herein.</P>

<P ALIGN="JUSTIFY">	<B>Section 11.	Adjustment of Purchase Price, Number and
Kind of Shares or Number of Rights.</B>  The Purchase Price, the number and kind
of shares covered by each Right and the number of Rights outstanding are subject
to adjustment from time to time as provided in this Section 11.</P>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">			(a)(i)	In the event the Company shall at any
time after the date of this Agreement (A) declare a dividend on the Preferred Stock
payable in shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock,
(C) combine the outstanding Preferred Stock into a smaller number of shares, or (D)
issue any shares of its capital stock in a reclassification of the Preferred Stock
(including any such reclassification in connection with a consolidation or merger
in which the Company is the continuing or surviving corporation), except as
otherwise provided in this Section 11(a) and Section 7(e) hereof, 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 Preferred Stock or capital stock, as the case may be, issuable on such
date, shall be proportionately adjusted so that the holder of any Right exercised
after such time shall be entitled to receive, upon payment of the Purchase Price
then in effect, the aggregate number and kind of shares of Preferred Stock or capital
stock, as the case may be, which, if such Right had been exercised immediately prior
to such date and at a time when the Preferred Stock transfer books of the Company were
open, he would have owned upon such exercise and been entitled to receive by virtue of
such dividend, subdivision, combination or reclassification.  If any event occurs which
would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii)
hereof, the adjustment provided for in this Section 11(a)(i) shall be in addition to,
and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii)
hereof.</P>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">			(ii)	In the event:  </P><DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">				(A)	any Acquiring Person or any Associate or
Affiliate of any Acquiring Person, at any time after the date of this Agreement,
directly or indirectly, (1) shall merge into the Company or otherwise combine with
the Company and the Company shall be the continuing or surviving corporation of such
merger or combination and the Common Stock of the Company shall remain outstanding and
unchanged, (2) shall, in one transaction or a series of transactions, transfer any
assets to the Company or to any of its Subsidiaries in exchange (in whole or in part)
for shares of Common Stock of the Company, for shares of other equity securities of the
Company, or for securities exercisable for or convertible into shares of equity
securities of the Company (Common Stock or otherwise) or otherwise obtain from the
Company, with or without consideration, any additional shares of such equity securities
or securities exercisable for or convertible into shares of such equity securities
(other than pursuant to a pro rata distribution to all holders of Common Stock), (3)
shall sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise acquire
or dispose of, in one transaction or a series of transactions, to, from or with (as the
case may be) the Company or any of its Subsidiaries, assets on terms and conditions less
favorable to the Company than the Company would be able obtain in arm's-length
negotiation with an unaffiliated third party, other than pursuant to a transaction set
forth in Section 13(a) hereof, (4) shall sell, purchase, lease, exchange, mortgage,
pledge, transfer or otherwise acquire or dispose of in one transaction or a series of
transactions, to, from or with (as the case may be) the Company or any of the Company's
Subsidiaries (other than incidental to the lines of business, if any, engaged in as of
the date hereof between the Company and such Acquiring Person or Associate or Affiliate)
assets having an aggregate fair market value of more than $5,000,000, other than
pursuant to a transaction set forth in Section 13(a) hereof, (5) shall receive any
compensation from the Company or any of the Company's Subsidiaries other than
compensation for full-time employment as a regular employee at rates in accordance
with the Company's (or its Subsidiaries') past practices, or (6) shall receive the
benefit, directly or indirectly (except proportionately as a stockholder and except
if resulting from a requirement of law or governmental regulation), of any loans,
advances, guarantees, pledges or other financial assistance or any tax credits or
other tax advantage provided by the Company or any of its Subsidiaries, or</P>

<P ALIGN="JUSTIFY">			(B)	any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any Person or entity organized, appointed or established
by the Company for or pursuant to the terms of any such plan), alone or together with
its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration
Date, become the Beneficial Owner of 15% or more of the shares of Common Stock then
outstanding, unless the event causing the 15% threshold to be crossed is (a) a
transaction set forth in Section 13(a) hereof, (b) a transaction or series of related
transactions approved by the Board of Directors before such Person (or a predecessor
of such Person) otherwise became an Acquiring Person or (c) any other action or
transaction which the Board of Directors determines should not, consistent with
the purposes of this Agreement, cause such Person (or a predecessor of such person)
to be deemed an Acquiring Person, which determination is made by the Board of
Directors prior to such Person (or a predecessor of such person) otherwise becoming
an Acquiring Person, or </P>

<P ALIGN="JUSTIFY">			(C)	during such time as there is an Acquiring Person,
there shall be any reclassification of securities (including any reverse stock split),
or recapitalization of the Company, or any merger or consolidation of the Company with
any of its Subsidiaries of any other transaction or series of transactions involving
the Company or any of its Subsidiaries, other than a transaction or transactions to
which the provisions of Section 13(a) apply (whether or not with or into or otherwise
involving an Acquiring Person) which has the effect, directly or indirectly, of
increasing by more than 1% the proportionate share of the outstanding shares of any
class of equity securities of the Company or any of its Subsidiaries which is
directly or indirectly beneficially owned by an Acquiring Person or any Associate
or Affiliate of any Acquiring Person,</P>
</DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">then, promptly following the occurrence of any event described in
Section 11(a)(ii)(A), (B) or (C) hereof, proper provision shall be made so that each
holder of a Right (except as provided below and in Section 7(e) hereof) shall
thereafter have the right to receive, upon exercise thereof at the then current
Purchase Price in accordance with the terms of this Agreement, in lieu of a number
of one one-hundredths of a share of Preferred Stock, such number of shares of Common
Stock of the Company as shall equal the result obtained by (x) multiplying the then
current Purchase Price by the then number of one one-hundredths of a share of
Preferred Stock for which a Right was exercisable immediately prior to the first
occurrence of a Section 11(a)(ii) Event, and (y) dividing that product (which,
following such first occurrence, shall thereafter be referred to as the "
Purchase Price" for each Right and for all purposes of this Agreement) by
50% of the current market price (determined pursuant to Section 11(d) hereof)
per share of Common Stock on the date of such first occurrence (such number of
shares, the "Adjustment Shares").</P>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">			(iii) 	In the event that the number of shares
of Common Stock which are authorized by the Company's certificate of incorporation
but not outstanding or reserved for issuance for purposes other than upon exercise
of the Rights are not sufficient to permit the exercise in full of the Rights in
accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company
shall (A) determine the value of the Adjustment Shares issuable upon the exercise
of a Right (the "Current Value"), and (B) with respect to each Right
(subject to Section 7(e) hereof), make adequate provision to substitute for the
Adjustment Shares, upon the exercise of a Right and payment of the applicable
Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock
or other equity securities of the Company (including, without limitation, shares
or units of shares, of preferred stock, such as the Preferred Stock, which the
Board has deemed to have essentially the same value or economic rights as shares
of Common Stock (such shares of preferred stock being referred to as "Common
Stock Equivalents")), (4) debt securities of the Company, (5) other assets,
or (6) any combination of the foregoing, having an aggregate value equal to the
Current Value (less the amount of any reduction in the Purchase Price), where such
aggregate value has been determined by the Board based upon the advice of a
nationally recognized investment banking firm selected by the Board; provided,
however, that if the Company shall not have made adequate provision to deliver
the value pursuant to clause (B) above within thirty (30) days following the
later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date
on which the Company's right of redemption pursuant to Section 23(a) expires
(the later of (x) and (y) being referred to herein as the "Section 11(a)(ii)
Trigger Date"), then the Company shall be obligated to deliver, upon the
surrender for exercise of a Right and without requiring payment of the Purchase
Price, shares of Common Stock (to the extent available) and then, if necessary,
cash, which shares and/or cash have an aggregate value equal to the Spread.  For
purposes of the preceding sentence, the term "Spread" shall mean the
excess of (i) the Current Value over (ii) the Purchase Price.  If the Board
determines in good faith that if is likely that sufficient additional shares
of Common Stock could be authorized for issuance upon exercise in full of the
Rights, the thirty (30) day period set forth above may be extended to the extent
necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger
Date, in order that the Company may seek shareholder approval for the authorization
of such additional shares (such thirty (30) day period, as it may be extended, is
herein called the "Substitution Period").  To the extent that action is
to be taken pursuant to the first and/or third sentences of this Section 11(a)
(iii), the Company (1) shall provide, subject to Section 7(e) hereof, that such
action shall apply uniformly to all outstanding Rights, and (2) may suspend the
exercisability of the Rights until the expiration of the Substitution Period in
order to seek such shareholder approval for such authorization of additional shares
and/or to decide the appropriate form of distribution to be made pursuant to such
first sentence and to determine the value thereof.  In the event of any such
suspension, the Company shall issue a public announcement stating that the
exercisability of the Rights has been temporarily suspended, as well as a public
announcement at such time as the suspension is no longer in effect.  For purposes
of this Section 11(a)(iii), the value of each Adjustment Share shall be the Current
Market Price per share of the Common Stock on the Section 11(a) (ii) Trigger Date
and the per share or per unit value of any Common Stock Equivalent shall be deemed
to equal the Current Market Price per share of the Common Stock on such date.</P>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">	(b)	In case the Company shall fix a record date for the
issuance of rights, options or warrants to all holders of Preferred Stock entitling
them to subscribe for or purchase (for a period expiring within forty-five (45)
calendar days after such record date) Preferred Stock (or shares having the same
rights, privileges and preferences as the shares of Preferred Stock (equivalent
preferred stock")) or securities convertible into Preferred Stock or equivalent
preferred stock at a price per share of Preferred Stock or per share of equivalent
Preferred Stock (or having a conversion price per share, if a security convertible
into Preferred Stock or equivalent preferred stock) less than the current market
price (as determined pursuant to Section 11(d) hereof) per share of Preferred Stock
on such record date, the Purchase Price to be in effect after such record date shall
be determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the number of shares of
Preferred Stock outstanding on such record date, plus the number of shares of
Preferred Stock which the aggregate offering price of the total number of shares
of Preferred Stock and/or equivalent preferred stock 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 shares of Preferred Stock outstanding on such record date, plus the
number of additional shares of Preferred Stock and/or equivalent preferred stock
to be offered for subscription or purchase (or into which the convertible
securities so to be offered are initially convertible).  In case such subscription
price may be paid by delivery of consideration part or all of which may be in a
form other than cash, the value of such consideration shall be as determined in
good faith by the Board of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent and shall be binding on the
Rights Agent and the holders of the Rights.  Shares of Preferred Stock owned by or
held for the account of the Company shall not be deemed outstanding for the purpose
of any such computation.  Such adjustment shall be made successively whenever such
a record date is fixed, and in the event that such rights or warrants are not so
issued, the Purchase Price shall be adjusted to be the Purchase Price which would
then be in effect if such record date had not been fixed.</P>

<P ALIGN="JUSTIFY">		(c)	In case of the Company shall fix a record date
for a distribution to all holders of Preferred Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing corporation) of evidences of indebtedness, cash
(other than a regular quarterly cash dividend out of the earnings or retained
earnings of the Company), assets (other than a dividend payable in Preferred
Stock, but including any dividend payable in stock other than Preferred Stock)
or subscription rights or warrants (excluding those referred to in Section 11(b)
hereof), the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the current market price
(as determined pursuant to Section 11(d) hereof) per share of Preferred Stock 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) of the portion of the cash, assets or
evidences of indebtedness so to be distributed or of such subscription rights
or warrants applicable to a share of Preferred Stock and the denominator of
which shall be such current market price (as determined pursuant to Section
11(d) hereof) per share of Preferred Stock 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 be adjusted to be the
Purchase Price which would have been in effect if such record date had not been
fixed.</P>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">		(d)	(i)	For the purpose of any computation
hereunder, other than computations made pursuant to Section 11(a)(iii) hereof,
the Current Market Price per share of Common Stock on any date shall be deemed
to be the average of the daily closing prices per share of such Common Stock for
the thirty (30) consecutive Trading Days immediately prior to such date, and for
purposes of computations made pursuant to Section 11(a)(iii) hereof, the Current
Market Price per share of Common Stock on any date shall be deemed to be the
average of the daily closing prices per share of such Common Stock for the ten
(10) consecutive Trading Days immediately following such date; provided, however,
that in the event that the Current Market Price per share of the Common Stock is
determined during a period following the announcement by the issuer of such Common
Stock of (A) a dividend or distribution on such Common Stock payable in shares of
such Common Stock or securities convertible into shares of such Common Stock (other
than the Rights), or (B) any subdivision, combination or reclassification of such
Common Stock, and the ex-dividend date for such dividend or distribution, or the
record date for such subdivision, combination or reclassification shall not have
occurred prior to the commencement of the requisite thirty (30) Trading Day or ten
(10) Trading Day period, as set forth above, then, and in each such case, the
Current Market Price shall be properly adjusted to take into account ex-dividend
trading.  The closing price for each day shall be the last sale price, regular
way, or, in case no such sale takes place on such day, the average of the closing
bid and asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the American Stock Exchange or, if the shares of Common
Stock are not listed or admitted to trading on the New York Stock Exchange, as
reported in the principal consolidated transaction reporting system with respect
to securities listed on the principal national securities exchange on which the
shares of Common Stock are listed or admitted to trading or, if the shares of
Common Stock are not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc. Automated Quotation System
or such other system then in use, or, if on any such date the shares of Common
Stock are not quoted by any such organization, the average of the closing bid
and asked prices as furnished by a professional market maker making a market
in the Common Stock selected by the Board.  If on any such date no market maker
is making a market in the Common Stock the fair value of such shares on such
date as determined in good faith by the Board shall be used.  The term "Trading
Day" shall mean a day on which the principal national securities exchange on
which the  shares of Common Stock are listed or admitted to the Trading is open
for the transaction of business or, if the shares of Common Stock are not listed
or admitted to trading on any national securities exchange, a Business Day.  If
the Common Stock is not publicly held or not so listed or traded, Current Market
Price per share shall mean the fair value per share as determined in good faith
by the Board, whose determination shall be described in a statement filed with
the Rights Agent and shall be conclusive for all purposes.  </P>

<P ALIGN="JUSTIFY">			(ii)	For the purpose of any computation hereunder,
the Current Market Price per share of Preferred Stock shall be determined in the same
manner as set forth above for the Common Stock in clause (i) of this Section 11(d)
(other than the last sentence thereof).  If the Current Market Price per share of
Preferred Stock cannot be determined in the manner provided above or if the
Preferred Stock is not publicly held or listed or traded in a manner described in
clause (i) of this Section 11(d), the Current Market Price per share of Preferred
Stock shall be conclusively deemed to be an amount equal to 100 (as such number may
be appropriately adjusted for such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock occurring after the date of this
Agreement) multiplied by the Current Market Price per share of the Common Stock.  If
neither the Common Stock nor the Preferred Stock is publicly held or so listed or
traded, Current Market Price per share of the Preferred Stock shall mean the fair
value per share as determined in good faith by the Board, whose determination shall
be described in a statement filed with the Rights Agent and shall be conclusive for
all purposes.  For all purposes of this Agreement, the Current Market Price of a Unit
shall be equal to the Current Market Price of one share of Preferred Stock divided by
100.</P>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">		(e)	Anything herein to the contrary notwithstanding, no
adjustment in the Purchase Price shall be required unless such adjustment would require
an increase or decrease of at least one percent (1%) in the Purchase Price, provided,
however, that any adjustments which by reason of this Section 11(e) are not required
to be made shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 11 shall be made to the nearest cent or to the
nearest ten-thousandth of a share of Common Stock or other share or one-millionth of
a share of Preferred Stock, as the case may be.  Notwithstanding the first sentence
of this Section 11(e), any adjustment required by this Section 11 shall be made no
later than the earlier of (i) three (3)years from the date of the transaction which
mandates such adjustment, or (ii) the Expiration Date.</P>

<P ALIGN="JUSTIFY">		(f)	If as a result of an adjustment made pursuant to
Section 11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter exercised
shall become entitled to receive any shares of capital stock other than Preferred Stock,
thereafter the number of such other shares so receivable upon exercise of any Right and
the Purchase Price thereof shall be subject to adjustment from time to time in a manner
and on terms as nearly equivalent as practicable to the provisions with respect to the
Preferred Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k)
and (m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the
Preferred stock shall apply on like terms to any such other shares.</P>

<P ALIGN="JUSTIFY">		(g)	All Rights originally issued by the Company subsequent
to any adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-hundredths of a share
of Preferred Stocked purchasable from time to time hereunder upon exercise of the Rights,
all subject to further adjustment as provided herein.</P>

<P ALIGN="JUSTIFY">		(h)	Unless the Company shall have exercised its election
as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of
the calculations made in Sections 11(b) and (c), each Right outstanding immediately
prior to the making of such adjustment shall thereafter evidence the right to purchase,
at the adjusted Purchase Price, that number of one one-hundredths of a share of
Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying
(x) the number of one one-hundredths of a share 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.</P>

<P ALIGN="JUSTIFY">		(i)	The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights, in lieu of any
adjustment in the number of one one-hundredths of a share of Preferred Stock
purchasable upon the exercise of a Right.  Each of the Rights outstanding after
the adjustment in the number of Rights outstanding after the adjustment in the
number of Rights shall be exercisable for the number of one one-hundredths of a
share of Preferred Stock for which a Right was exercisable immediately prior to
such adjustment.  Each Right held of record prior to such adjustment of the number
of Rights shall become that number of Rights (calculated to the nearest 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 the number of Rights, indicating the record date for the
adjustment, and, if known at the time, the amount of the adjustment to be made.
This record date may be the date on which the Purchase Price is adjusted or any day
thereafter, but, if the Rights Certificates have been issued, shall be at least ten
(10) days later than the date of the public announcement.  If Rights Certificates
have been issued, upon each adjustment of the number of Rights pursuant to this
Section 11(i), the Company shall, as promptly as practicable, cause to be distributed
to holders of record of Rights Certificates on such record date Rights Certificates
evidencing, subject to Section 14 hereof, the additional Rights to which such holders
shall be entitled as a result of such adjustment, or, at the option of the Company,
shall cause to be distributed to such holders of record in substitution and replacement
for the Rights Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if required by the Company, new Rights Certificates evidencing
all the Rights to which such holders shall be entitled after such adjustment.  Rights
Certificates so to be distributed shall be issued, executed and countersigned in the
manner provided for herein (and may bear, at the option of the Company, the adjusted
Purchase Price) and shall be registered in the names of the holders of record of Rights
Certificates on the record date specified in the public announcement.</P>

<P ALIGN="JUSTIFY">		(j)	Irrespective of any adjustment or change in the
Purchase Price or the number of one one-hundredths of a share of Preferred Stock
issuable upon the exercise of the Rights, the Rights Certificates theretofore and
thereafter issued may continue to express the Purchase Price per one one-hundredth
of a share and the number of one one-hundredth of a share which were expressed in
the initial Rights Certificates issued hereunder.</P>

<P ALIGN="JUSTIFY">		(k)	Before taking any action that would cause an
adjustment reducing the Purchase Price below the then stated value, if any, of the
number of one one-hundredths of a share of Preferred Stock issuable upon exercise of
the Rights, the Company shall take any corporate action which may, in the opinion of
its counsel, be necessary in order that the Company may validly and legally issue fully
paid and nonassessable such number of one one-hundredths of a share of Preferred Stock
at such adjusted Purchase Price.</P>

<P ALIGN="JUSTIFY">		(l)	In any case in which this Section 11 shall require
that an adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such event the
issuance to the holder of any Right exercised after such record date the number of one
one-hundredths of a share of Preferred Stock and other capital stock or securities of
the Company, if any, issuable upon such exercise over and above the number of one
one-hundredths of a share of Preferred Stock and other capital stock or securities
of the Company, if any, issuable upon such exercise on the basis of the Purchase Price
in effect prior to such adjustment; provided, however, that the Company shall deliver
to such holder a due bill or other appropriate instrument evidencing such holder's
right to receive such additional shares (fractional or otherwise) or securities upon
the occurrence of the event requiring such adjustment.</P>

<P ALIGN="JUSTIFY">		(m)	Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such reductions in the
Purchase Price, in addition to those adjustments expressly required by this
Section 11, as and to the extent that in their good faith judgment the Board of
Directors of the Company shall determine to be advisable in order that any (i)
consolidation or subdivision of the Preferred Stock, (ii) issuance wholly for cash
of any shares of Preferred Stock at less than the current market price, (iii) issuance
wholly for cash of shares of Preferred Stock or securities which by their terms are
convertible into or exchangeable for shares of Preferred Stock, (iv) stock dividends
or (v) issuance of rights, options or warrants referred to in this Section 11,
hereafter made by the Company to holders of its Preferred Stock shall not be taxable
to such stockholders.</P>

<P ALIGN="JUSTIFY">		(n)	The Company covenants and agrees that it
shall not, at any time after the Distribution Date, (i) consolidate with any
other Person (other than a Subsidiary of the Company in a transaction which
complies with Section 11(o) hereof), (ii) merge with or into any other Person
(other than a Subsidiary of the Company in a transaction which complies with
Section 11(o) hereof), or (iii) sell or transfer (or permit any Subsidiary to
sell or transfer), in one transaction, or a series of related transactions,
assets or earning power aggregating more than 50% of the assets or earning power
of the Company and its Subsidiaries (taken as a whole) to any other Person or
Persons (other than the Company and/or any of its Subsidiaries in one or more
Transactions each of which complies with Section 11(o) hereof), if (x) at the
time of or immediately after such consolidation, merger or sale there are any
rights, warrants or other instruments or securities outstanding or agreements
in effect which would substantially diminish or otherwise eliminate the benefits
intended to be afforded by the Rights or (y) prior to, simultaneously with or
immediately after such consolidation, merger or sale, the shareholders of the
Person who constitutes, or would constitute, the "Principal Party" for
purposes of Section 13(a) hereof shall have received a distribution of Rights
previously owned by such Person or any of its Affiliates and Associates.</P>

<P ALIGN="JUSTIFY">		(o)	The Company covenants and agrees that, after
the Distribution Date, it will not, except as permitted by Section 23 or Section
27 hereof, take (or permit any Subsidiary to take) any action if at the time such
actin is taken it is reasonably foreseeable that such action will diminish
substantially or otherwise eliminate the benefits intended to be afforded by
the Rights.</P>

<P ALIGN="JUSTIFY">		(p)	Anything in this Agreement to the contrary
notwithstanding, in the event that the Company shall at any time after the
Rights Dividend Declaration Date and prior to the Distribution Date (i) declare
a dividend on the outstanding shares of Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine
the outstanding shares of Common Stock into a smaller number of shares, the number
of Rights then outstanding, shall be proportionately adjusted so that the number
of Rights following such event shall equal the result obtained by multiplying the
number of Rights outstanding immediately prior to such event by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately following such event and the denominator of which is the number
of shares of Common Stock that were outstanding immediately prior to such
event, and the number of Rights associated with each share of Common Stock
shall remain unchanged.  The adjustment described in this subsection (p)
shall be made successively each time an event of the type described in clauses
(i), (ii) or (iii) of this subsection (p) shall occur.</P>

<P ALIGN="JUSTIFY">	<B>Section 12.	Certificate of Adjusted Purchase Price
or Number of Shares</B>.  Whenever an adjustment is made as provided in Section
11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate
setting forth such adjustment and a brief statement of the facts accounting for
such adjustment, (b) promptly file with the Rights Agent, and with each transfer
agent for the Preferred Stock and the Common Stock, a copy of such certificate,
and (c) mail a brief summary thereof to each holder of a Rights Certificate (or,
if prior to the Distribution date, to each holder of a certificate representing
shares of Common Stock) in accordance with Section 26 hereof.  The Rights Agent
 shall be fully protected in relying on any such certificate and on any
adjustment therein contained.</P>

<P ALIGN="JUSTIFY">	<B>Section 13.	Consolidation, Merger or Sale or
Transfer of Assets or Earning Power</B>.  (a)  In the event that, following
the Stock Acquisition Date, directly or indirectly, (x) the Company shall
consolidate with, or merge with and into, any other Person (other than a
Subsidiary of the Company in a transaction which complies with Section 11(o)
hereof), and the Company shall not be the continuing or surviving corporation
of such consolidation or merger, (y) any Person (other than a Subsidiary of the
Company in a transaction which complies with Section 11(o) hereof) shall
consolidate with, or merge with or into, the Company, and the Company shall be
continuing or surviving corporation of such consolidation or merger and, in
connection with such consolidation or merger, all or part of the outstanding
shares of Common Stock shall be changed into or exchanged for stock or other
securities of any other Person or cash or any other property, or (z) the
Company shall sell or otherwise transfer (or one or more of its Subsidiaries
shall sell or otherwise transfer), in one transaction or a series of related
transactions, assets or earning power aggregating more than 50% of the assets
or earning power of the Company and its Subsidiaries (taken as a whole) to any
Person or Persons (other than the Company or any Subsidiary of the Company in
one or more transactions each of which complies with Section 11(o) hereof), then,
and in each such case, proper provision shall be made so that: (i) each holder
of a Right, except as provided in Section 7(e) hereof, shall thereafter have the
right to receive upon the exercise thereof at the then current Purchase Price in
accordance with the terms of this Agreement, such number of validly authorized
and issued, fully paid, non-assessable and freely tradeable shares of Common
Stock of the Principal Party (as such term is hereinafter defined), not subject
to any liens, encumbrances, rights of first refusal or other adverse claims, as
shall be equal to the result obtained by (1) multiplying the then current Purchase
Price by the number of one one-hundredth of a share of Preferred Stock for which
a Right is exercisable immediately prior to the first occurrence of a Section 13
Event (or, if a Section 11(a)(ii) Event has occurred prior to the first
occurrence of a Section 13 Event, multiplying the number of such one one-hundredths
of a share for which a Right was exercisable immediately prior to the first
occurrence of a section 11(a)(ii) Event by the Purchase Price in effect immediately
prior to such first occurrence), and dividing that product (which, following the
first occurrence of a Section 13 Event, shall be referred to as the "Purchase
Price" for each Right and for all purposes of this Agreement) by (2) 50% of
the current market price (determined pursuant to Section 11(d)(i) hereof) per share
of the Common Stock of such Principal Party on the date of consummation of such
Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and
shall assume, by virtue of such Section 13 Event, all the obligations and duties
of the Company pursuant to this Agreement; (iii) the term "Company"
shall thereafter be deemed to refer to such Principal Party, it being specifically
intended that the provisions of Section 11 hereof shall apply only to such Principal
Party following the first occurrence of a Section 13 Event; (iv) such Principal Party
shall take such steps (including, but not limited to, the reservation of a sufficient
number of shares of its Common Stock) in connection with the consummation of any such
transaction as may be necessary to assure that the provisions hereof shall thereafter
be applicable, as nearly as reasonably may be, in relation to its shares of Common
stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions
of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of
any Section 13 Event.</P>

<P ALIGN="JUSTIFY">(b)	"Principal Party" shall mean</P>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">(i)	in the case of any transaction described in clause (x) or
(y) of the first sentence of Section 13(a), the Person that is the issuer of any
securities into which shares of Common Stock of the Company are converted in such
merger or consolidation, and if no securities are so issued, the Person that is the
other party to such merger or consolidation; and</P>

<P ALIGN="JUSTIFY">(ii)	in the case of any transaction described in clause (z) of
the first sentence of Section 13(a), the Person that is the party receiving the greatest
portion of the assets or earning power transferred pursuant to such transaction or
transactions;</P>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">provided, however, that in any such case, (1) if the Common Stock
of such Person is not at such time and has not been continuously over the preceding
twelve (12) month period registered under Section 12 of the Exchange Act, and such
Person is a direct or indirect Subsidiary of another Person the Common Stock of which
is and has been so registered, "Principal Party" shall refer to such other
Person; and (2) in case such Person is a Subsidiary, directly or indirectly, of more
than one Person, the Common Stocks of two or more of which are and have been so
registered, "Principal Party" shall refer to whichever of such Persons
is the issuer of the Common Stock having the greatest aggregate market value.</P>

<P ALIGN="JUSTIFY">(c)	The Company shall not consummate any such consolidation,
merger, sale or transfer unless the Principal Party shall have a sufficient number
of authorized shares of its Common Stock which have not been issued or reserved for
issuance to permit the exercise in full of the Rights in accordance with this Section
13 and unless prior 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 paragraphs (a) and (b) of this Section 13 and further providing that, as soon
as practicable after the date of any consolidation, merger or sale of assets mentioned
in paragraph (a) of this Section 13, the Principal Party will</P>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">	(i)	prepare and file a registration statement under the Act,
with respect to the Rights and the securities purchasable upon exercise of the Rights
on an appropriate form, and will 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 Act)
until the Expiration Date; and</P>

<P ALIGN="JUSTIFY">(ii)	will deliver to holders of the Rights historical financial
statement for the Principal Party and each of its Affiliates which comply in all
respects with the requirements for registration on Form 10 under the Exchange Act.</P>
<P ALIGN="JUSTIFY"></P></DIR>
</DIR>

<P ALIGN="JUSTIFY">The provisions of this Section 13 shall similarly apply to
successive mergers or consolidations or sales or other transfers.  In the event
that a Section 13 Event shall occur at any time after the occurrence of a Section
11(a)(ii) Event, the Rights which have not theretofore been exercised shall thereafter
become exercisable in the manner described in Section 13(a).</P>

<P ALIGN="JUSTIFY">	<B>Section 14.	Fractional Rights and Fractional Shares.
</B>(a)  The Company shall not be required to issue fractions of Rights, except prior
to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights
Certificates which evidence fractional Rights.  In lieu of such fractional Rights,
there shall be paid to the registered holders of the Rights Certificates with regard
to which such fractional Rights would otherwise be issuable, an amount in cash equal
to the same fraction of the current market value of a whole Right.  For purposes of
this Section 14(a), the current market value of a whole Right shall be the closing
price of the Rights for the Trading Day immediately prior to the date on which such
fractional Rights would have been otherwise issuable.  The closing price of the
Rights for any day shall be the last sale price, regular way, or, in case no such
sale takes place on such day, the average of the closing bid and asked prices,
regular way, in either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to trading on the
New York Stock Exchange or, if the Rights are not listed or admitted to trading
on the New York Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal
national securities exchange on which the Rights are listed or admitted to trading,
or if the Rights are not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high bid
and low asked prices in the over-the-counter market, as reported by NASDAQ or such
other system then in use or, if on any such date the Rights are not quoted by any
such organization, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in the rights selected by the Board
of Directors of the Company.  If on any such date no such market maker is making a
market in the Rights the fair value of the Rights on such date as determined in good
faith by the Board of Directors of the Company shall be used.</P>

<P ALIGN="JUSTIFY">		(b)	The Company shall not be required to issue fractions
of shares of Preferred Stock (other than fractions which are integral multiples of one
one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to
distribute certificates which evidence fractional shares of Preferred Stock) (other
than fractions which are integral multiples of one one-hundredth of a share of
Preferred Stock).  In lieu of fractional shares of Preferred Stock that are not
integral multiples of one one-hundredth of a share of Preferred Stock, the Company
may 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 one-hundredth of a share of Preferred Stock.  For
purposes of this Section 14(b), the current market value of one one-hundredth of
a share of Preferred Stock shall be one one-hundredth of the closing price of a
share of Preferred Stock (as determined pursuant to Section 11(d)(ii) hereof)
for the Trading Day immediately prior to the date of such exercise.  </P>

<P ALIGN="JUSTIFY">		(c)	Following the occurrence of a Triggering Event,
the Company shall not be required to issue fractions of shares of Common Stock upon
exercise of the Rights or to distribute certificates which evidence fractional shares
of Common Stock.  In lieu of fractional shares of Common Stock, the Company may pay
to the registered holders of 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 (1) share of Common Stock.  For purposes of this Section 14(c), the
current market value of one share of Common Stock shall be the closing price of
one share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) for
the Trading Day immediately prior to the date of such exercise.</P>

<P ALIGN="JUSTIFY">		(d)	The holder of a Right by the acceptance of the
Rights expressly waives his right to receive any fractional Rights or any fractional
shares; upon exercise of a Right, except as permitted by this Section 14.</P>

<P ALIGN="JUSTIFY">	<B>Section 15.	Rights of Action</B>.  All rights of action
in respect of this Agreement are vested in the respective registered holders of the
Rights Certificates (and, prior to the Distribution Date, the registered holders of
the Common Stock); and any registered holder of any Rights Certificate (or, prior to
the Distribution Date, of the Common Stock), without the consent of the Rights Agent
or of the holder of any other Rights Certificate (or, prior to the Distribution Date,
of the Common Stock), may, in his own behalf and for his own benefit, enforce, and
may institute and maintain any suit, action or proceeding against the Company to
enforce, or otherwise act in respect of, his right to exercise the Rights evidenced
by such Rights Certificate in the manner provided in such Rights Certificate and in
this Agreement.  Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the holders of Rights
would not have an adequate remedy at law for any breach of this Agreement and
shall be entitled to specific performance of the obligations hereunder and
injunctive relief against actual or threatened violations of the obligations
hereunder of any Person subject to this Agreement.</P>

<P ALIGN="JUSTIFY">	<B>Section 16.	Agreement of Rights Holders</B>.
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:</P>

<P ALIGN="JUSTIFY">		(a)	prior to the Distribution Date, the Rights
will be transferable only in connection with the transfer of Common Stock;</P>

<P ALIGN="JUSTIFY">		(b)	after the Distribution Date, the Rights
Certificates are transferable only on the registry books of the Rights Agent
if surrendered at the principal office or offices of the Rights Agent designated
for such purposes, duly endorsed or accompanied by a proper instrument of transfer
and with the appropriate forms and certificates fully executed;</P>

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

<P ALIGN="JUSTIFY">		(d)	notwithstanding anything in this Agreement
to the contrary, neither the Company nor the Rights Agent shall have any
liability to any holder of a Right or other Person as a result of its inability
to perform any of its obligations under this Agreement by reason of any
preliminary or permanent injunction or other order, decree or ruling issued
by a court of competent jurisdiction or by a governmental, regulatory or
administrative agency or commission, or any statute, rule, regulation, or
executive order promulgated or enacted by any governmental authority, prohibiting
or otherwise restraining performance of such obligation; provided, however, the
Company must use its best efforts to have any such order, decree or ruling lifted
or otherwise overturned as soon as possible.</P>
<B>
<P ALIGN="JUSTIFY">Section 17.	Rights Certificate Holder Not Deemed a
Stockholder</B>.  No holder, as such, of any Rights Certificate shall be entitled
to vote, receive dividends or be deemed for any purpose the holder of the number
of one one-hundredths of a share of Preferred Stock or any other securities of the
Company which may at any time be issuable on the exercise of the Rights represented
thereby nor shall anything contained herein or in any Rights Certificate be construed
to confer upon the holder of any Rights Certificate, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or upon
any matter submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings or other actions
affecting stockholders (except as provided in Section 25 hereof), or to receive
dividends or subscription rights, or otherwise, until the Right or Rights evidenced
by such Rights Certificate shall have been exercised in accordance with the provisions
hereof.</P>

<P ALIGN="JUSTIFY">	<B>Section 18.	Concerning the Rights Agent</B>.  (a)  The
Company agrees to pay to the Rights Agent reasonable compensation for all services
rendered by it hereunder and, from time to time, on demand of the Rights Agent, its
reasonable expenses and counsel fees and disbursements and other disbursements
incurred in the administration and execution of this Agreement, and the exercise
and performance of its duties hereunder.  The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss, liability, or expense,
incurred without negligence, bad faith 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.  Anything in this
Agreement to the contrary notwithstanding, in no event shall the Rights Agent be
liable for special, indirect or inconsequential loss or damage of any kind whatsoever
(including but not limited to lost profits) incurred without bad faith or willful
misconduct on the part of the Rights Agent, even if the Rights Agent has been advised
of the likelihood of such loss or damage and regardless of the form of action.</P>

<P ALIGN="JUSTIFY">(b)	The Rights Agent shall be protected and shall incur no
liability for or in respect of any action taken, suffered or omitted by it in
connection with its administration of this Agreement in reliance upon any Rights
Certificate or certificate for Common Stock or for other securities of the Company,
instrument of assignment or transfer, power of attorney, endorsement, affidavit,
letter, notice, direction, consent certificate, statement, or other paper or document
believed by it to be genuine and to be signed, executed, where necessary, verified or
acknowledged, by the proper Person or Persons.</P>
<B>
<P ALIGN="JUSTIFY">Section 19.	Merger or Consolidation or Change of Name of Rights
Agent</B>.  (a)  Any corporation into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any corporation resulting
from any merger or consolidation to which the Rights Agent or any successor Rights
Agent shall be a party, or any corporation succeeding to the corporate trust
business of the Rights Agent or any successor Rights Agent, shall be the successor
to the Rights Agent under this Agreement without the execution or filing of any
paper or any further act on the part of any of the parties hereto, provided, however,
that such corporation would be eligible for appointment as a successor Rights Agent
under the provisions of Section 21 hereof.  In case at the time such successor
Rights Agent shall succeed to the agency created by this Agreement, any of the
Rights Certificates shall have been countered signed but not delivered, any such
successor Rights Agent may adopt the countersignature of a predecessor Rights Agent
and deliver such Rights Certificates so countersigned; and in case at that time any
of the Rights Certificates shall not have been countersigned, any successor Rights
Agent may countersign such Rights Certificates either in the name of the predecessor
or in the name of the successor Rights Agent; and in all such cases such Rights
Certificates shall have the full force provided in the Rights Certificates and in
this Agreement.</P>

<P ALIGN="JUSTIFY">(b)	In any case at any time the name of the Rights Agent
shall be changed and at such time any of the Rights Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the countersignature
under its prior name and deliver Rights Certificates so countersigned; and in case
at that time any of the rights Certificates shall not have been countersigned, the
Rights Agent may countersign such Rights Certificates either in its prior name or
in its changed name; and in all such cases such Rights Certificates shall have the
full force provided in the Rights Certificates and in this Agreement.</P>
<B>
<P ALIGN="JUSTIFY">Section 20.	Duties of Rights Agent</B>.  The Rights Agent
undertakes the duties and obligations imposed by this Agreement upon the following
terms and conditions, by all of which the Company and the holders of Rights
Certificates, by their acceptance thereof, shall be bound:</P>

<P ALIGN="JUSTIFY">(a)	The Rights Agent may consult with legal counsel (who may
be legal counsel for the Company), and the option 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.</P>

<P ALIGN="JUSTIFY">(b)	Whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter (including, without limitation, the identity of any Acquiring Person and
the determination of "current market price" be proved or established by
the Company prior to taking 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 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.</P>

<P ALIGN="JUSTIFY">(c)	The Rights Agent shall be liable hereunder only for its
own negligence, bad faith or willful misconduct.</P>

<P ALIGN="JUSTIFY">(d)	The Rights Agent shall not be liable for or by reason of any
of the statements of fact or recitals contained in this agreement or in the Rights
Certificates or be required to verify the same (except as to its countersignature on
such Rights Certificates), but all such statements and recitals are and shall be
deemed to have been made by the Company only.</P>

<P ALIGN="JUSTIFY">(e)	The Rights Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof (except
the due execution hereof by the Rights Agent) or in respect of the validity or
execution of any Rights Certificate (except its countersignature thereof); nor shall
it be responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Rights Certificate; nor shall it be responsible for any
adjustment required under the provisions of Section 11 or Section 13 hereof or
responsible for the manner, method or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment (except with respect
to the exercise of Rights evidenced by Rights Certificates after actual notice of any
such adjustment), nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares of
Common Stock or Preferred Stock to be issued pursuant to this Agreement or any Rights
Certificate or as to whether any shares of Common Stock or Preferred Stock will, when
so issued, be validly authorized and issued, fully paid and nonassessable.</P>

<P ALIGN="JUSTIFY">(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.</P>

<P ALIGN="JUSTIFY">(g)	The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from the Chairman
of the Board, the President, any Vice President, the Secretary, any Assistant Secretary,
the Treasurer or any Assistant Treasurer of the Company, and to apply to such officers
for advice or instructions in connection with its duties, and it shall not be liable for
any action taken or suffered to be taken by it in good faith in accordance with
instruction of any such officer.</P>

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

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

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

<P ALIGN="JUSTIFY">(k)	If, with respect to any Right Certificate surrendered to
the Rights Agent for exercise or transfer, the certificate attached to the form of
assignment or form of election to purchase, as the case may be, has either not been
completed or indicates an affirmative response to clause 1 and/or 2 thereof, the
Rights Agent shall not take any further action with respect to such requested exercise
of transfer without first consulting with the Company.</P>
<B>
<P ALIGN="JUSTIFY">Section 21.	Change of Rights Agent.  </B>The Rights Agent or
any successor Rights Agent may resign and be discharged from its duties under this
Agreement upon thirty (30) days' notice in writing mailed to the Company, and to
each transfer agent of the Common Stock and Preferred Stock, by registered or
certified mail, and to the holders of the Rights Certificates by first-class mail.
The Company may remove the Rights Agent or any successor Rights Agent upon thirty
(30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent,
as the case may be, and to each transfer agent of the Common Stock and Preferred
Stock, by registered or certified mail, and to the holders of the Rights Certificates
by first-class mail.  If the Rights Agent shall resign or be removed or shall otherwise
become incapable of acting, the Company shall appoint a successor to the Rights Agent.
If the Company shall fail to make such appointment within a period of thirty (30) days
after giving notice of such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Rights Agent or by the
holder of a Rights Certificate (who shall, with such notice, submit his Rights
Certificate for inspection by the Company), then any registered holder of any
Rights Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent.  Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be a corporation organized
and doing business under the laws of the United States or the State of New York
(or of any other state of the United States so long as such corporation is
authorized to do business as a banking institution in the State of New York),
in good standing, having a principal office in the State of New York, which is
authorized under such laws to exercise corporate trust powers and is subject to
supervision or examination by federal or state authority and which has at the
time of its appointment as Rights Agent a combined capital and surplus of at
least $100,000,000.  After appointment, the successor Rights Agent shall be
vested with the same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver
any further assurance, conveyance, act or deed necessary for the purpose.  Not
later than the effective date of any such appointment, the Company shall file
notice thereof in writing with the predecessor Rights Agent and each transfer
agent of the Common Stock and the Preferred Stock, and mail a notice thereof
in writing to the registered holders of the Rights Certificates.  Failure to
give any notice provided for in this Section 21, however, or any defect therein,
shall not affect the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as the case may be.</P>

<P ALIGN="JUSTIFY">	<B>Section 22.  Issuance of New Rights Certificates</B>.
Notwithstanding any of the provisions of this Agreement or of the Rights to the
contrary, the Company may, at its option issue new Rights Certificates evidencing
Rights in such form as may be approved by its Board of Directors to reflect any
adjustment or change in the Purchase Price and the number or kind or class of
shares or other securities or property purchasable under the Rights Certificates
made in accordance with the provisions of this Agreement.  In addition, in
connection with the issuance or sale of shares of Common Stock following the
Distribution Date and prior to the redemption or expiration of the Rights, the
Company (a) shall, with respect to shares of Common Stock so issued or sold
pursuant to the exercise of stock options or under any employee plan or arrangement,
granted or awarded as of the Distribution Date, or upon the exercise, conversion or
exchange of securities hereinafter issued by the Company, and (b) may, in any other
case, if deemed necessary or appropriate by the Board of Directors of the Company,
issue Rights Certificates representing the appropriate number of Rights in
connection with such issuance or sale; provided, however, that (i) no such Rights
Certificate shall be issued if, and to the extent that, the Company shall be advised
by counsel that such issuance would create a significant risk of material adverse
tax consequences to the Company or the Person to whom such Rights Certificate would
be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent
that, appropriate adjustment shall otherwise have been made in lieu of the issuance
thereof.</P>
<B>
<P ALIGN="JUSTIFY">	Section 23.  	Redemption and Termination</B>.  (a)  	The
Board of Directors of the Company may, at its option, at any time prior to the earlier
of (i) the close of business on the tenth day following the Stock Acquisition Date (or,
if the Stock Acquisition Date shall have occurred prior to the Record Date, the close
of business on the tenth day following the Record Date), or (ii) the Final Expiration
Date, redeem all but not less than all the then outstanding Rights at a redemption
price of $.01 per Right, as such amount may be appropriately adjusted to reflect any
stock split, stock divided or similar transaction occurring after the date hereof
(such redemption price being hereinafter referred to as the "Redemption
Price"); provided, however, that if, following the occurrence of a Stock
Acquisition Date and following the expiration of the right of redemption hereunder
but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall
have transferred or otherwise disposed of a number of shares of Common Stock in one
transaction or series of transactions, not directly or indirectly involving the
Company or any of its Subsidiaries, which did not result in the occurrence of a
Triggering Event such that such Person is thereafter a Beneficial Owner of 15% or
less of the outstanding shares of Common Stock of the Company, and (ii) there are
no other Persons, immediately following the occurrence of the event described in
clause (i), who are Acquiring Persons, then the right of redemption shall be
reinstated and thereafter be subject to the provisions of this Section 23.
Notwithstanding anything contained in this Agreement to the contrary, the Rights
shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event
until such time as the Company's right of redemption hereunder has expired.  The
Company may, at its option, pay the Redemption Price in cash, shares of Common Stock
(based on the "current market price", as defined in Section 11(d)(i)
hereof, of the Common Stock at the time of redemption) or any other form of
consideration deemed appropriate by the Board of Directors.</P>

<P ALIGN="JUSTIFY">		(b)	Immediately upon the action of the Board of
Directors of the Company ordering the redemption of the Rights, evidence of which
shall have been filed with the Rights Agent and without any further action and
without any notice, the right to exercise the Rights will terminate and the only
right thereafter of the holders of Rights shall be to receive the Redemption Price
for each Right so held.  Promptly after the action of the Board of Directors ordering
the redemption of the Rights, the Company shall give notice of such redemption to the
Rights Agent and the holders of the then outstanding Rights by mailing such notice to
all such holders at each holder's last address as it appears upon the registry books
of the Rights Agent or, prior to the Distribution Date, on the registry books of the
Transfer Agent for the Common Stock.  Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives the notice.  Each
such notice of redemption will state the method by which the payment of the Redemption
Price will be made.</P>

<P ALIGN="JUSTIFY">	<B>Section 24.  	Exchange</B>.  (a)  The Board of Directors
of the Company may, at its option, at any time and from time to time after the first
occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding
and exerciseable Rights (which shall not include Rights that become void pursuant to
the provisions of the Section 7(e) hereof) for shares of Common Stock or Common Stock
Equivalents, or any combination thereof, at an exchange ratio of one share of Common
Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such exchange ratio being
hereinafter referred to as the "Exchange Ratio").</P>

<P ALIGN="JUSTIFY">		(b)	Immediately upon the action of the Board of
Directors of the Company ordering the exchange of any Rights pursuant to subsection
(a) of this Section 24 and without any further action and without any notice, the
right to exercise such Right shall terminate and the only right thereafter of a
holder of such Rights such be to receive that number of shares of Common Stock
and/or Common Stock Equivalents equal to the number of such Rights held by such
holder multiplied by the Exchange Ratio.  The Company shall promptly give public
notice of any such exchange; provided, however, that the failure to give, or any
defect in, such notice shall not affect the validity of such exchange.  The Company
promptly shall mail a notice of any such exchange to all of the holders of such
Rights at their latest addresses as they appear upon the registry books of the Rights
Agent.  Any notice which is mailed in the manner herein provided shall be deemed
given, whether or not the holder receives the notice.  Each such notice of exchange
will state the method by which the exchange of the shares of Common Stock for Rights
will be effected and, in the event of any partial exchange.  Any partial exchange
shall be effected pro rata based on the number of Rights (other than Rights which
have become void pursuant to the provisions of Section 7(e) hereof) held by each
holder of Rights.</P>

<P ALIGN="JUSTIFY">		(c)	In the event that the number of shares of Common
Stock which are authorized by the Company's Restated Certificate of Incorporation
but not outstanding or for issuance for purposes other than upon exercise of the
Rights are not sufficient to permit any exchange of Rights as contemplated in
accordance with this Section 24, the Company may, at its option, take all such
action as may be necessary to authorize additional shares of Common Stock for
issuance upon exchange of the Rights.</P>

<P ALIGN="JUSTIFY">		(d)	The Company shall not be required to issue fractions
of shares of Common Stock or to distribute certificates which evidence fractional
shares of Common Stock.  In lieu of such fractional shares of Common Stock, the Company
shall pay to the registered holders of Rights with regard to which such fractional
shares of Common Stock would otherwise be issuable an amount in cash equal to the
same fraction of the value of a whole share of Common Stock.  For purposes of this
Section 24, the value of a whole share of Common Stock shall be the closing price
(as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the
Trading Day immediately prior to the date of exchange pursuant to this Section 24,
and the value of any Common Stock Equivalent shall be deemed to have the same value
as the Common Stock on such date.</P>

<P ALIGN="JUSTIFY">	<B>Section 25.  	Notice of Certain Events</B>.  (a)  In
case the Company shall propose, at any time after the Distribution Date, (i) to pay
any dividend payable in stock of any class to the holders of Preferred Stock or to
make any other distribution to the holders of Preferred Stock (other than a regular
Quarterly cash dividend out of earnings or retained earnings of the Company), or (ii)
to offer to the holders of Preferred Stock rights or warrants to subscribe for or to
purchase any additional shares of Preferred Stock or shares of stock of any class or
any other securities, rights or options, or (iii) to effect any reclassification  of
its Preferred Stock (other than a reclassification involving only the subdivision of
outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger
into or with any other Person (other than a Subsidiary of the Company in a transaction
which complies with Section 11(o) hereof), 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 transaction or a series of related transactions, of more than 50% of the assets
or earning power of the Company and its Subsidiaries (taken as a whole) to any other
Person or Persons (other than the Company and/or any of its Subsidiaries in one or
more transactions each of which complies with section 11(o) hereof), or (v) to effect
the liquidation, dissolution or winding up of the Company, then, in each such case,
the company shall give to each holder of a Rights Certificate, to the extent feasible
and in accordance with Section 26 hereof, a notice of such proposed action, which shall
specify the record date for the purposes of such stock dividend, distribution of rights
or warrants, or the date on which such reclassification, consolidation, merger, sale,
transfer, liquidation, dissolution, or winding up is to take place and the date of
participation therein by the holders of the shares of Preferred Stock, if any such
date is to be fixed, and such notice shall be so given in the case of any action
covered by clause (i) or (ii) above at least twenty (20) days prior to the record
date for determining holders of the shares of Preferred Stock for purposes of such
action, and in the case of any such other action, at least twenty (20) days prior
to the date of the taking of such proposed action or the date of participation
therein by the holders of the shares of Preferred Stock whichever shall be the
earlier.  </P>

<P ALIGN="JUSTIFY">		(b)	In case any of the events set forth in Section 11
(a)(ii) hereof shall occur, then, in any such case, (i) the Company shall as soon as
practicable thereafter give to each holder of a Rights Certificate, to the extent
feasible and in accordance with Section 26 hereof, a notice of the occurrence of such
event, which shall specify the event and the consequences of the event to holders of
Rights under Section 11(a)(ii) hereof, and (ii) all references in the preceding
paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock
and/or if appropriate, other securities.</P>

<P ALIGN="JUSTIFY">	<B>Section 26.  	Notices.</B>  Notices or demands authorized
by this Agreement to be given or made by the Rights Agent or by the holder of any Rights
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:</P>
</FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=330>
<TR><TD WIDTH="29%" VALIGN="TOP"> </TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Bergen Brunswig Corporation</FONT></TD>
</TR>
<TR><TD WIDTH="29%" VALIGN="TOP"> </TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>4000 Metropolitan Drive</FONT></TD>
</TR>
<TR><TD WIDTH="29%" VALIGN="TOP"> </TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Orange, California 92668-3510</FONT></TD>
</TR>
<TR><TD WIDTH="29%" VALIGN="TOP"> </TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Attention: Corporate Secretary</FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial" SIZE=3>
<P> </P>
<P ALIGN="JUSTIFY">Subject to the provisions of Section 21, any notice or demand
authorized by this Agreement to be given or made by the Company or by the holder
of any Rights Certificate to or on the Rights Agent shall be 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:</P>

<P ALIGN="JUSTIFY"> </P></FONT>
<TABLE BORDER=0 CELLSPACING=2 WIDTH=366>
<TR><TD WIDTH="26%" VALIGN="TOP"> </TD>
<TD WIDTH="74%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>ChaseMellon Shareholder Services, Inc.</FONT></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP"> </TD>
<TD WIDTH="74%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP"> </TD>
<TD WIDTH="74%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP"> </TD>
<TD WIDTH="74%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Attention: Corporate Trust Department</FONT></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP"> </TD>
<TD WIDTH="74%" VALIGN="TOP"> </TD>
</TR>
</TABLE>

<FONT FACE="Arial" SIZE=3>
<P> </P>
<P ALIGN="JUSTIFY">Notice or demands authorized by this Agreement to be given or made
by the Company or the Rights Agent to the holder of any Rights Certificate (or, if
prior to the Distribution Date, to the holder of certificates representing shares of
Common Stock) shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed to such holder of the address of such holder as shown
on the registry books of the Company.</P>

<P ALIGN="JUSTIFY">	<B>Section 27.  	Supplements and Amendments.</B>  Prior to
the Distribution Date and subject to the penultimate sentence of this Section 27, the
Company and the Rights Agent shall, if the Company so directs, supplement or amend any
provision of this Agreement without the approval of any holders of certificates
representing shares of Common Stock.  From and after the Distribution Date and subject
to the penultimate sentence of this Section 27, the Company and the Rights Agent shall,
if the Company so directs, supplement or amend this Agreement without the approval of
any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct
or supplement any provision contained herein which may be defective or inconsistent
with any other provisions herein, (iii) to shorten or lengthen any time period
hereunder, or (iv) to change or supplement the provisions hereunder in any manner
which the Company may deem necessary or desirable and which shall not adversely effect
the interests of the holders of Rights Certificates (other than an Acquiring Person or
an Affiliate or Associate of an Acquiring Person); provided, however, this Agreement
may not be supplemented or amended to lengthen, pursuant to clause (iii) of this
sentence, (A) a time period relating to when the Rights may be redeemed at such time
as the Rights are not then redeemable, or (B) any other time period unless such
lengthening is for the purpose of protecting, enhancing or clarifying the rights
of, and/or the benefits to, the holders of Rights.  Upon the delivery of a certificate
from an appropriate officer of the Company which states that the proposed supplement
or amendment is in compliance with the terms of this Section 27, the Rights Agent
shall execute such supplement or amendment.  Notwithstanding anything contained in
this Agreement to the contrary, no supplement or amendment shall be made which
changes the Redemption Price, the Final Expiration Date, the Purchase Price or the
number of one one-hundredths of a share of Preferred Stock for which a Right is
exercisable.  Prior to the Distribution Date, the interests of the holders of Rights
shall be deemed coincident with the interests of the holders of Common Stock.  </P>

<P ALIGN="JUSTIFY">	<B>Section 28.	Successors</B>.  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.</P>

<P ALIGN="JUSTIFY">	<B>Section 29.	Determinations and Actions by the Board of
Directors, etc.</B>  For all purposes of this Agreement, any calculation of the number
of shares of Common Stock outstanding at any particular time, including for purposes
of determining the particular percentage of such outstanding shares of Common Stock
of the Company of which any Person is the Beneficial Owner, shall be made in
accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules
and Regulations under the Exchange Act.  The Board of Directors of the Company
shall have the exclusive power and authority to administer this Agreement and to
exercise all rights and powers specifically granted to the Board or to the Company,
or as may be necessary or advisable in the administration of this Agreement, including,
without limitation, the right and power to (i) interpret the provisions of this
Agreement, and (ii) to make all determinations deemed necessary or advisable for
the administration of this Agreement (including a determination to redeem or not
redeem the Rights or to amend the Agreement).  All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) which are done or made by the Board
in good faith, shall (x) be final, conclusive and binding on the Company, the
Rights Agent, the holders of the Rights and all other parties, and (y) not subject
the Board to any liability to the holders of the Rights.  </P>

<P ALIGN="JUSTIFY">	<B>Section 30.  	Benefits of this Agreement.</B>  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, registered holders of the Common Stock) any legal or
equitable right, remedy or claim under this Agreement; but this Agreement shall
be for the sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Rights Certificates (and, prior to the Distribution Date
registered holders of the Common Stock).</P>

<P ALIGN="JUSTIFY">	<B>Section 31.  	Severability</B>.  If any term, provision,
covenant or restriction of this Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full force
and effect and shall in no way be affected.  Impaired or invalidated, provided
however, that notwithstanding anything in this Agreement to the contrary, if any
such term, provision, covenant or restriction is held by such court or authority
to be invalid, voice or unenforceable and the Board of Directors of the Company
determines in its good faith judgment that severing the invalid language from this
Agreement would adversely affect purpose or effect of this Agreement, the right of
redemption set forth in Section 23 hereof shall be reinstated and shall not expire
until the close of business on the tenth day following the date of such determination
by the Board of Directors.</P>

<P ALIGN="JUSTIFY">	<B>Section 32.	Governing Law</B>.  This Agreement, each
Right and each Rights Certificate issued hereunder shall be deemed to be a contract
made under the laws of the State of New Jersey and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to contracts
made and to be performed entirely within such State.</P>

<P ALIGN="JUSTIFY">	<B>Section 33.  	Counterparts</B>.  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.</P>

<P ALIGN="JUSTIFY">	<B>Section 34.	Descriptive Headings.</B>  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.</P>

<B><P ALIGN="JUSTIFY">	Section 35.	Intentionally omitted.</P>
</B>
<P ALIGN="JUSTIFY">	<B>IN WITNESS WHEREOF</B>, the parties hereto have caused
this Agreement to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.</P>

<P> </P></FONT>
<TABLE BORDER=0 CELLSPACING=1 WIDTH=686>
<TR><TD WIDTH="31%" VALIGN="TOP" COLSPAN=2>
<FONT FACE="Arial" SIZE=3><P>Attest:</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP"> </TD>
<TD WIDTH="62%" VALIGN="TOP" COLSPAN=2>
<FONT FACE="Arial" SIZE=3><P>BERGEN BRUNSWIG CORPORATION</FONT></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="TOP" COLSPAN=2> </TD>
<TD WIDTH="8%" VALIGN="TOP"> </TD>
<TD WIDTH="62%" VALIGN="TOP" COLSPAN=2> </TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>By:</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP"> </TD>
<TD WIDTH="8%" VALIGN="TOP"> </TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>By:</FONT></TD>
<TD WIDTH="55%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="24%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="8%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="7%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="55%" VALIGN="TOP" HEIGHT=5><P></P></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP"> </TD>
<TD WIDTH="24%" VALIGN="TOP"> </TD>
<TD WIDTH="8%" VALIGN="TOP"> </TD>
<TD WIDTH="7%" VALIGN="TOP"> </TD>
<TD WIDTH="55%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Milan A. Sawdei</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Name:</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP"> </TD>
<TD WIDTH="8%" VALIGN="TOP"> </TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Name:</FONT></TD>
<TD WIDTH="55%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Milan A. Sawdei</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Title:</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>,</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP"> </TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Title:</FONT></TD>
<TD WIDTH="55%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Executive Vice President,</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP"> </TD>
<TD WIDTH="24%" VALIGN="TOP"> </TD>
<TD WIDTH="8%" VALIGN="TOP"> </TD>
<TD WIDTH="7%" VALIGN="TOP"> </TD>
<TD WIDTH="55%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Chief Legal Officer and Secretary</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP"> </TD>
<TD WIDTH="24%" VALIGN="TOP"> </TD>
<TD WIDTH="8%" VALIGN="TOP"> </TD>
<TD WIDTH="7%" VALIGN="TOP"> </TD>
<TD WIDTH="55%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP"> </TD>
<TD WIDTH="24%" VALIGN="TOP"> </TD>
<TD WIDTH="8%" VALIGN="TOP"> </TD>
<TD WIDTH="7%" VALIGN="TOP"> </TD>
<TD WIDTH="55%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Attest:</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP"> </TD>
<TD WIDTH="8%" VALIGN="TOP"> </TD>
<TD WIDTH="62%" VALIGN="TOP" COLSPAN=2>
<FONT FACE="Arial" SIZE=3><P>CHASEMELLON SHAREHOLDER SERVICES, INC.</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP"> </TD>
<TD WIDTH="24%" VALIGN="TOP"> </TD>
<TD WIDTH="8%" VALIGN="TOP"> </TD>
<TD WIDTH="62%" VALIGN="TOP" COLSPAN=2>
<FONT FACE="Arial" SIZE=3><P>(as successor to Chemical Trust Company of
California)</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP"> </TD>
<TD WIDTH="24%" VALIGN="TOP"> </TD>
<TD WIDTH="8%" VALIGN="TOP"> </TD>
<TD WIDTH="7%" VALIGN="TOP"> </TD>
<TD WIDTH="55%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>By:</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP"> </TD>
<TD WIDTH="8%" VALIGN="TOP"> </TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>By:</FONT></TD>
<TD WIDTH="55%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="24%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="8%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="7%" VALIGN="TOP" HEIGHT=5><P></P></TD>
<TD WIDTH="55%" VALIGN="TOP" HEIGHT=5><P></P></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP"> </TD>
<TD WIDTH="24%" VALIGN="TOP"> </TD>
<TD WIDTH="8%" VALIGN="TOP"> </TD>
<TD WIDTH="7%" VALIGN="TOP"> </TD>
<TD WIDTH="55%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Name:</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP"> </TD>
<TD WIDTH="8%" VALIGN="TOP"> </TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Name:</FONT></TD>
<TD WIDTH="55%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Title:</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Assistant Vice President</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP"> </TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Title:</FONT></TD>
<TD WIDTH="55%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>Vice President</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP"> </TD>
<TD WIDTH="24%" VALIGN="TOP"> </TD>
<TD WIDTH="8%" VALIGN="TOP"> </TD>
<TD WIDTH="7%" VALIGN="TOP"> </TD>
<TD WIDTH="55%" VALIGN="TOP"> </TD>
</TR>
</TABLE>

<FONT FACE="Arial" SIZE=3>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER">Exhibit A</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">[Form of Rights Certificate]</P>
<P ALIGN="JUSTIFY"></P></FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=576>
<TR><TD WIDTH="11%" VALIGN="TOP"> </TD>
<TD WIDTH="49%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">Certificate No. R-</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">________ Rights</FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY"></P></FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=582>
<TR><TD WIDTH="16%" VALIGN="TOP"> </TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">NOT EXERCISABLE AFTER FEBRUARY 18, 2004
OR EARLIER IF REDEEMED BY THE COMPANY.THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE
OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING
PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER
OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS
CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN
ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH
TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).  ACCORDINGLY, THIS RIGHTS CERTIFICATE
AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES
SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.](1)</FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="CENTER">Rights Certificate</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">BERGEN BRUNSWIG CORPORATION</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	This certifies that<U>		</U>, or registered assigns, is
the registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of February 8, 1994 (the "Rights Agreement"), between Bergen
Brunswig Corporation, a New Jersey corporation (the "Company"), and Chemical Trust
Company of California, a California banking corporation (the "Rights Agent"), to
purchase from the Company at any time prior to 5:00 P.M. (New York City time) on
February 18, 1994 at the office or offices of the Rights Agent designated for such
purpose, or its successors as Rights Agent, one one-hundredth of a fully paid,
non-assessable share of Series A Junior Participating Preferred Stock (the
"Preferred Stock") of the Company, at a purchase price of $80.00 per [The portion
of the legend in brackets shall be inserted only if applicable and shall replace
the preceding sentence] one one-hundredth of a share (the "Purchase Price"), upon
presentation and surrender of this Rights Certificate with the Form of Election to
Purchase and related Certificate duly executed.  The number of Rights evidenced by
this Rights Certificate (and the number of shares which may be purchased upon
exercise thereof) set forth above, and the Purchase Price per share set forth
above, are the number and Purchase Price as of February 18, 1994 based on the
Preferred Stock as constituted at such date.  The Company reserves the right to
require prior to the occurrence of a Triggering Event (as such term is defined in
the Rights Agreement) that a number of Rights be exercised so that only whole shares
of Preferred Stock will be issued. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	Upon the occurrence of a Section 11(a)(ii) Event (as such
term is defined in the Rights Agreement), if the Rights evidenced by this Rights
Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or
Associate of any such Acquiring Person (as such terms are defined in the Rights
Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate,
or (iii) under certain circumstances specified in the Rights Agreement, a transferee
of a person who, after such transfer, became an Acquiring Person, or an Affiliate or
Associate of an Acquiring Person, such Rights shall become null and void and no holder
hereof shall have any right with respect to such Rights from and after the occurrence
of such Section 11(a)(ii) Event. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	As provided in the Rights Agreement, the Purchase Price
and the number and kind of shares of Preferred Stock or other securities, which
may be purchased upon the exercise of the Rights evidenced by this Rights
Certificate are subject to modification and adjustment upon the happening of
certain events, including Triggering Events. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description
of the rights, limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Company and the holders of the Rights Certificates, which
limitations of rights include the temporary suspension of the exercisability of
such Rights under the specific circumstances set forth in the Rights Agreement.
Copies of the Rights Agreement are on file at the above-mentioned office of the
Rights Agent and are also available upon written request to the Rights Agent.  </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	This Rights Certificate, with or without other Rights
Certificates, upon surrender at the principal office or offices of the Rights
Agent designated for such purpose, may be exchanged for another Rights Certificate
or Rights Certificates of like tenor and date evidencing Rights entitling the holder
to purchase a like aggregate number of one one-hundredths of a share of Preferred
Stock as the Rights evidenced by the Rights Certificate or Rights Certificates
surrendered shall have entitled such holder to purchase.  If this Rights Certificate
shall be exercised in part, the holder shall be entitled to receive upon surrender
hereof another Rights Certificate or Rights Certificates for the number of whole
Rights not exercised. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at its option at a
redemption price of $.01 per Right at any time prior to the earlier of the close of
business on (i) the tenth day following the Stock Acquisition Date (as such time
period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration
Date.  In addition, the Rights may be exchanged, in whole or in part, for shares of
Common Stock, or shares of preferred stock, of the Company having essentially the same
value or economic rights as such shares.  Immediately upon the action of the Board of
Directors of the Company authorizing any such exchange, and without any further action
or any notice, the Rights (other than Rights which are not subject to such exchange)
will terminate and the Rights will only enable holders to receive the shares issuable
upon such exchange.  After the expiration of the redemption period, the Company's right
of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership
to 15% or less of the outstanding shares of Common Stock in a transaction or series of
transactions not involving the Company. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	No fractional shares of Preferred Stock 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 share of Preferred Stock,
which may, at the election of the Company, be evidenced by depositary receipts),
but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	No holder of this Rights Certificate shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of shares of
Preferred Stock or of any other securities of the Company which may at any time
be issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any meeting
thereof, or to give or withhold consent to any corporate action, or, to receive
notice of meetings or other actions affecting stockholders (except as provided
in the Rights Agreement), or to receive dividends or subscription rights, or
otherwise, until the Right or Rights evidenced by this Rights Certificate shall
have been exercised as provided in the Rights Agreement. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	This Rights Certificate shall not be valid or obligatory
for any purpose until it shall have been countersigned by the Rights Agent. </P>
<P ALIGN="JUSTIFY"></P><DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">WITNESS the facsimile signature of the proper officers
of the Company and its corporate seal. </P>
<P ALIGN="JUSTIFY"></P></DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">	Dated as of	,</P>
<P ALIGN="JUSTIFY"></P></FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=600>
<TR><TD WIDTH="48%" VALIGN="TOP" COLSPAN=3>
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">ATTEST:</FONT></TD>
<TD WIDTH="52%" VALIGN="TOP" COLSPAN=3>
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">BERGEN BRUNSWIG CORPORATION</FONT></TD>
</TR>
<TR><TD WIDTH="8%" VALIGN="TOP"> </TD>
<TD WIDTH="34%" VALIGN="TOP"> </TD>
<TD WIDTH="6%" VALIGN="TOP"> </TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">By:</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP"> </TD>
<TD WIDTH="6%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="8%" VALIGN="TOP"> </TD>
<TD WIDTH="34%" VALIGN="TOP"> </TD>
<TD WIDTH="6%" VALIGN="TOP"> </TD>
<TD WIDTH="7%" VALIGN="TOP"> </TD>
<TD WIDTH="39%" VALIGN="TOP"> </TD>
<TD WIDTH="6%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="8%" VALIGN="TOP"> </TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">Secretary</FONT></TD>
<TD WIDTH="6%" VALIGN="TOP"> </TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">Title:</FONT></TD>
<TD WIDTH="39%" VALIGN="TOP"> </TD>
<TD WIDTH="6%" VALIGN="TOP"> </TD>
</TR>
</TABLE>

<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY">						</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> </P></FONT>
<TABLE BORDER=0 CELLSPACING=1 WIDTH=252>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">Countersigned</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">CHEMICAL TRUST COMPANY</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">OF CALIFORNIA</FONT></TD>
</TR>
<TR><TD WIDTH="19%" VALIGN="TOP"> </TD>
<TD WIDTH="81%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="19%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">By</FONT></TD>
<TD WIDTH="81%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="19%" VALIGN="TOP" HEIGHT=6><P></P></TD>
<TD WIDTH="81%" VALIGN="TOP" HEIGHT=6><P></P></TD>
</TR>
<TR><TD WIDTH="19%" VALIGN="TOP"> </TD>
<TD WIDTH="81%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">Authorized Signature</FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="CENTER">[Form of Reverse Side of Rights Certificate]</P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="CENTER"> </P>
<P ALIGN="CENTER">FORM OF ASSIGNMENT</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">(To be executed by the registered holder if such</P>
<P ALIGN="CENTER">holder desires to transfer the Rights Certificate.)</P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">FOR VALUE RECEIVED </P>
</B><P ALIGN="JUSTIFY">hereby sells, assigns and transfer unto </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">(Please print name and address of transferee)</P>
<P ALIGN="JUSTIFY"></P></FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=686>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">This Rights Certificate,
together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint _________________ Attorney, to transfer
the within Rights Certificate on the books of the within-named Company,
with full power of substitution.</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">Dated: ___________________, 19__</FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="CENTER">Signature</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Signature Guaranteed: </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">Certificate</P>
<P ALIGN="CENTER"></P>
<P ALIGN="JUSTIFY">		The undersigned hereby certifies by checking the
appropriate boxes that: </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(1)  this Rights Certificate [  ] is [  ] is not
being sold, assigned and transferred by or on behalf of a Person who is or
was an Acquiring Person or an Affiliate or Associate of any such Acquiring
Person (as such terms are defined pursuant to the Rights Agreement); </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">		(2)  after due inquiry and to the best knowledge of
the undersigned, it [  ] did [  ] not acquire the Rights evidenced by this
Rights Certificate from any Person who is, was or subsequently became an
Acquiring Person or an Affiliate or Associate of an Acquiring Person. </P>
<P ALIGN="JUSTIFY"></P></FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=686>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP" COLSPAN=2>
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">Dated: __________________, 19__	
______________________</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP" COLSPAN=2> </TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="30%" VALIGN="TOP"> </TD>
<TD WIDTH="61%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">Signature</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP" COLSPAN=2> </TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP" COLSPAN=2>
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">Signature Guaranteed:</FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY"> </P>
<B><P ALIGN="CENTER">NOTICE</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The signature to the foregoing Assignment and Certificate
must correspond to the name as written upon the face of this Rights Certificate
in every particular, without alteration or enlargement or any change whatsoever. </P>
<P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">FORM OF ELECTION TO PURCHASE</P>
</B><P ALIGN="CENTER">(To be executed if holder desires to</P>
<P ALIGN="CENTER">exercise Rights represented by the</P>
<P ALIGN="CENTER">Rights Certificate.)</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">To: BERGEN BRUNSWIG CORPORATION: </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	The undersigned hereby irrevocably elects to exercise
__________ Rights represented by this Rights Certificate to purchase the shares
of Preferred Stock issuable upon the exercise of the Rights (or such other
securities of the Company or of any other person which may be issuable upon
the exercise of the Rights) and requests that certificates for such shares be
issued in the name of and delivered to: </P>
<P ALIGN="JUSTIFY"></P></FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=686>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">Please insert social security or
other identifying number</FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">(Please print name and address)</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">	If such number of Rights shall not be all the Rights
evidenced by this Rights Certificate, a new Rights Certificate for the balance
of such Rights shall be registered in the name of and delivered to: </P>
<P ALIGN="JUSTIFY"></P></FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=686>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">Please insert social security or
other identifying number </FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY"></P>
</FONT><FONT FACE="Arial" SIZE=1><P ALIGN="JUSTIFY"> </P>
</FONT><FONT FACE="Arial" SIZE=3><P ALIGN="CENTER">(Please print name and address)</P>
</FONT><FONT FACE="Arial" SIZE=1><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> </P></FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=686>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP" COLSPAN=2>
<U><FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">Dated:  _______________,
19__</U></FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP" COLSPAN=2> </TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">Signature</FONT></TD>
<TD WIDTH="61%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP" COLSPAN=2> </TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP" COLSPAN=2>
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">Signature Guaranteed:</FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial" SIZE=3><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">Certificate</P>
</FONT><FONT FACE="Arial" SIZE=1><P ALIGN="JUSTIFY"></P></FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=686>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">The undersigned hereby certifies by
checking the appropriate boxes that:</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">(1)  the Rights evidenced by this
Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a
Person who is or was an Acquiring Person or an Affiliate or Associate of any
such Acquiring Person (as such terms are defined pursuant to the Rights Agreement)
;</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">(2)  after due inquiry and to the
best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights
evidenced by this Rights Certificate from any Person who is, was or became an
Acquiring Person or an Affiliate or Associate of an Acquiring Person.</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP"> </TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">Dated: ___________, 19__	
___________________________</FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">	</P>
<P ALIGN="JUSTIFY">	Signature</P>
</FONT><FONT FACE="Arial" SIZE=1><P ALIGN="JUSTIFY"></P></FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=686>
<TR><TD WIDTH="10%" VALIGN="TOP"> </TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">Signature Guaranteed:</FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial" SIZE=1><P ALIGN="JUSTIFY"></P>
</FONT><B><FONT FACE="Arial" SIZE=3><P> </P>
<P> </P>
<P ALIGN="CENTER">NOTICE</P>
</B></FONT><FONT FACE="Arial" SIZE=1><P ALIGN="JUSTIFY"></P>
</FONT><FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">	The signature to the
foregoing Election to Purchase and Certificate must correspond to the name as
written upon the face of this Rights Certificate in every particular, without
alteration or enlargement or any change whatsoever.</P>
<B>
<P> </P>

</HTML>