SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                                   FORM 8-A/A-1

                          AMENDING FORM 8-A DATED, OCTOBER 18, 1995

                      FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                           PURSUANT TO SECTION 12(b) OR (g) OF THE
                               SECURITIES EXCHANGE ACT OF 1934

                             PIONEER HI-BRED INTERNATIONAL, INC.
                    (Exact name of registrant as specified in its charter)

                       IOWA                                    42-0470520
    ----------------------------------------        ---------------------------
     (State of incorporation or organization)                (I.R.S. Employer
                                                            Identification No.)


      700 Capital Square, 400 Locust Street,
                 Des Moines, Iowa                              50309
    ----------------------------------------        ---------------------------
     (Address of principal executive offices)                (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class registered                  Name of each exchange on which
                                                each class is registered
------------------------------                 --------------------------------
Preferred Share Purchase Rights                New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
--------------------------------------------------------------------------------
                                (Title of Class)



<PAGE>

This Form 8-A/A-1 amends and supplements in its entirety the Form 8-A (the "Form
8-A") filed by Pioneer Hi-Bred  International,  Inc., an Iowa  corporation  (the
"Company") on October 18, 1995 with respect to the  Shareholders  Rights Plan of
the Company.

Item 1. Description of Securities to be Registered.

               On April 6, 1989, the Board of Directors of the Company  declared
a dividend of one common share purchase  right (a "Right") for each  outstanding
share of Common Stock,  par value of One Dollar  ($.1.00) per share (the "Common
Shares"), of the Company. The dividend was paid to the stockholders of record as
of 5:00 P.M., Boston,  Massachusetts time, on April 6, 1989 (the "Record Date"),
and  either  was  paid or is  payable  with  respect  to  Common  Shares  issued
thereafter until the Distribution Date (as hereinafter  defined) and, in certain
circumstances,  is  payable  with  respect  to Common  Shares  issued  after the
Distribution  Date.  Since  April 6,  1989,  the terms of the  Rights  have been
amended on December 13, 1994 and on December  13, 1996 to,  among other  things,
modify  the  Rights so that each  Right  represents  the Right to  purchase  one
one-thousandth of a Preferred Share (as hereinafter defined).

               On  December  13,  1996,  the Board of  Directors  of the Company
adopted amendments to the Rights Agreement (the "Prior Rights Agreement"), dated
as of April 6, 1989,  as amended and  restated on December  13, 1994 between the
Company and The First National Bank of Boston (the "Rights  Agent")  pursuant to
which the Rights registered under this Form 8-A were issued.  The amendments are
set forth in an Amended and Restated Rights  Agreement (the "Rights  Agreement")
dated as of December  13, 1996 between the Company and the Rights  Agent,  which
supersedes  the  Prior  Rights  Agreement.  A copy of the  Rights  Agreement  is
attached  as an exhibit  hereto and is hereby  incorporated  by  reference.  The
following summary of the Rights is qualified in its entirety by reference to the
Rights Agreement.

               Pursuant  to the  Rights  Agreement,  as of the date of this Form
8-A/A-1, there is associated with each outstanding Common Share one Right which,
except as set forth below, when  exercisable,  entitles the registered holder to
purchase  from the  Company  one  one-thousandth  of a share of  Series A Junior
Participating  Preferred Stock, without par value (the "Preferred Shares"), at a
price of $250.00  per one  one-thousandth  of a Preferred  Share (the  "Purchase
Price"), subject to adjustment.

               The  Rights  are  attached  to  all   certificates   representing
outstanding  Common Shares,  and no separate Right  Certificates (as hereinafter
defined) have been distributed.  The Rights will separate from the Common Shares
on the  earliest  to occur of (i) the first date of public  announcement  that a
person or "group" (other than a Grandfathered  Person,  as hereinafter  defined)
has acquired beneficial ownership of the Trigger Amount (as hereinafter defined)
or more of the outstanding  Common Shares (except pursuant to a Permitted Offer,
as hereinafter  defined);  or (ii) ten (10) business days (or such later date as
the Board of Directors of the Company may determine)  following the commencement
of, or  announcement  of an intention  to  commence,  a tender offer or exchange
offer the  consummation  of which would result in a person or group  becoming an
Acquiring  Person (as  hereinafter  defined)  (the  earliest of such dates being
called the  "Distribution  Date"). A person or group whose acquisition of Common
Shares causes a Distribution  Date pursuant to clause (i) above is an "Acquiring
Person". The first date of public announcement that a person or group has become
an Acquiring Person is the "Shares Acquisition Date". The "Trigger Amount" means
the  lesser  of:  (i) 15% of the  outstanding  Common  Shares,  or  (ii)  10% of
outstanding Common Shares, provided that such 10% represents one-fourth (1/4) of
the combined voting power of the Common Shares then outstanding for the election
of directors generally.  "Grandfathered Persons" include any descendant of Henry
A. Wallace (the deceased founder of the  Corporation),  or any spouse,  widow or
widower of any such descendant,  and certain  affiliated  entities of any of the
foregoing;  provided,  however,  that a Grandfathered Person shall cease to be a
Grandfathered  Person if any of the following  occur at any time: (A) all or any
part of such  Grandfathered  Person's  interest  in the  Common  Shares  becomes
reportable  on a  Schedule  13D under the  Exchange  Act (or any  comparable  or
successor  report)  as part of a "group"  (as such term is defined or used under
Rule 13d-5(b) of the General Rules and Regulations under the Exchange Act) which
Beneficially  Owns,  directly or  indirectly,  the Trigger Amount or more of the
then outstanding  Common Shares and includes one or more Persons  (including any
Affiliate or Associate  thereof) who (x) are not  Grandfathered  Persons and (y)
individually or in the aggregate  beneficially own,  directly or indirectly,  in
excess  of 1% of the then  outstanding  Common  Shares;  (B) such  Grandfathered
Person, individually or together with one or more other Persons, acting together
or as part of a "group", Beneficially Owns (together with all Common Shares then
Beneficially  Owned)  20% or more of the  outstanding  Common  Shares;  (C) such
Grandfathered Person (together with any spouse and any children under the age of
18  years  of that  Grandfathered  Person)  individually  Beneficially  Owns the
Trigger Amount or more (but excluding any Common Shares that such  Grandfathered
Person  may be deemed  to be  Beneficially  Owned by  reason of being  part of a
"group"); provided, however, that no Grandfathered Person shall lose its, his or
her status as a Grandfathered  Person pursuant to this clause (C) if a bona fide
gift or bona fide  inheritance  (including being named as executor or to another
similar  position)  causes the  Beneficial  Ownership  of Common  Shares by such
Grandfathered Person (together with any spouse and any children under the age of
18 years of that Grandfathered Person) to equal or exceed the Trigger Amount (it
being  understood,  however,  that the foregoing proviso shall not apply if such
Grandfathered Person (together with any spouse and any children under the age of
18 years of that  Grandfathered  Person)  increases  its, his or her  Beneficial
Ownership  after  equaling or exceeding  the Trigger  Amount except by bona fide
gift or bona fide  inheritance  (including being named as executor or to another
similar position));  or (D) such Grandfathered  Person (together with any spouse
and  children  under  the  age  of  18  years  of  that  Grandfathered   Person)
individually  Beneficially  Owns 15% or more of the  outstanding  Common  Shares
(excluding any Common Shares that such Grandfathered  Person may be deemed to be
Beneficially Owned by reason of being part of a group).

               The Rights Agreement  provides that until the  Distribution  Date
the Rights will be transferred  with and only with the Common Shares.  Until the
Distribution  Date (or earlier  redemption  or  expiration  of the Rights),  new
Common  Share  certificates  issued  after the Record Date upon  transfer or new
issuance of Common Shares have contained and will continue to contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier  redemption or expiration of the Rights),  the surrender for transfer of
any  certificates  for Common  Shares  outstanding  as of the Record Date,  even
without  such  notation  or a copy of this  Summary  of  Rights  being  attached
thereto,  will also  constitute the transfer of the Rights  associated  with the
Common Shares represented by such certificate.  As soon as practicable following
the  Distribution  Date,  separate  certificates  evidencing  the Rights ("Right
Certificates")  will be mailed to holders  of record of the Common  Shares as of
the close of  business  on the  Distribution  Date (and to each  initial  record
holder of certain Common Shares issued after the  Distribution  Date),  and such
separate Right Certificates alone will evidence the Rights.

               The Rights are not exercisable  until the  Distribution  Date and
will expire at 5:00 P.M.,  Boston,  Massachusetts  time,  on December  13, 2006,
unless earlier redeemed by the Company as described below.

               In the event that any person becomes an Acquiring  Person (except
pursuant to a Permitted  Offer as hereinafter  defined),  each holder of a Right
will have (subject to the terms of the Rights Agreement) the right (the "Flip-In
Right")  to  receive  upon  exercise  the  number of Common  Shares,  or, in the
discretion  of  the  Board  of  Directors  of the  Company,  the  number  of one
one-thousandths  of a  Preferred  Share  (or,  in certain  circumstances,  other
securities of the Company) having a value  (immediately prior to such triggering
event) equal to two times the Purchase  Price.  Notwithstanding  the  foregoing,
following the occurrence of the event described  above,  all Rights that are, or
(under  certain   circumstances   specified  in  the  Rights   Agreement)  were,
beneficially owned by any Acquiring Person or any affiliate or associate thereof
will be null and void. A "Permitted Offer" is a tender or exchange offer for all
outstanding Common Shares which is at a price and on terms determined,  prior to
the  purchase of shares  under such tender or exchange  offer,  by a majority of
Disinterested  Directors (as  hereinafter  defined) to be adequate  (taking into
account  all  factors  that such  Disinterested  Directors  deem  relevant)  and
otherwise in the best interests of the Company and its stockholders  (other than
the person or any  affiliate  or  associate  thereof on whose basis the offer is
being made) taking into account all factors  that such  Disinterested  Directors
may deem  relevant.  "Disinterested  Directors" are directors of the Company who
are not officers of the Company and who are not Acquiring  Persons or affiliates
or associates  thereof, or representatives of any of them, or any person who was
directly or indirectly  proposed or nominated as a director of the Company by an
Interested Stockholder (as hereinafter defined). "Interested Stockholder" is any
stockholder of the Company who is also an Acquiring  Person or its Affiliates or
Associates.

               In the event that, at any time  following the Shares  Acquisition
Date,  (i) the  Company is acquired  in a merger or other  business  combination
transaction  in  which  the  holders  of all of the  outstanding  Common  Shares
immediately  prior to the consummation of the transaction are not the holders of
all of the surviving  corporation's  voting power,  or (ii) more than 50% of the
Company's assets or earning power is sold or transferred, in either case with or
to an  Acquiring  Person or any  affiliate or  associate  thereof,  or any other
person in which such Acquiring  Person,  affiliate or associate has an interest,
or any person  acting on behalf of or in  concert  with such  Acquiring  Person,
affiliate or associate,  or, if in such transaction all holders of Common Shares
are not treated  alike,  any other  person,  then each holder of a Right (except
Rights which  previously  have been voided as set forth above) shall  thereafter
have the right (the "Flip-Over Right") to receive, upon exercise,  common shares
of the acquiring company having a value equal to two times the Purchase Price.

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

               The Purchase  Price is also subject to adjustment in the event of
a stock split of the Common  Shares,  or a stock  dividend on the Common  Shares
payable in Common Shares, or subdivisions, consolidations or combinations of the
Common Shares occurring, in any such case, prior to the Distribution Date.

               With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional  one-thousandths of a Preferred Share will be
issued,  and in lieu  thereof,  an  adjustment in cash will be made based on the
market price of the  Preferred  Shares on the last trading day prior to the date
of exercise.

               Preferred Shares purchasable upon exercise of the Rights will not
be redeemable.  Each Preferred Share will be entitled to a minimum  preferential
quarterly  dividend  payment  of  $230.00  per share but,  if  greater,  will be
entitled to an aggregate dividend per share of 1,000 times the dividend declared
per Common  Share.  In the event of  liquidation,  the holders of the  Preferred
Shares  will be  entitled  to a  minimum  preferential  liquidation  payment  of
$1,000.00 but will be entitled to an aggregate  payment per share of 1,000 times
the aggregate payment made per Common Share. Each Preferred Share will have five
thousand  votes (or one  thousand  votes if the holder  thereof  would have been
entitled  to no more than one vote per share under  Article  IV.B of the Amended
and Restated  Articles of  Incorporation of the Company had such Preferred Share
been a Common Share),  voting together with the Common Shares.  These rights are
protected by customary antidilution provisions.  In the event that the amount of
accrued and unpaid  dividends on the Preferred  Shares is equivalent to at least
six full quarterly dividends, the holders of the Preferred Shares shall have the
right,  voting as a class,  to elect two  directors in addition to the directors
elected by the holders of the Common  Shares  until all  dividends in default on
the  Preferred  Shares  have been  paid in full and  dividends  for the  current
dividend period declared and funds therefor set apart.

               At any  time  prior  to the  earlier  to  occur  of (i) a  person
becoming an Acquiring  Person or (ii) the expiration of the Rights,  the Company
may redeem the Rights in whole,  but not in part,  at a price of  one-third of a
cent per Right (the  "Redemption  Price"),  which  redemption shall be effective
upon the action of the Board of  Directors  of the  Company.  Additionally,  the
Company may redeem the then outstanding Rights in whole, but not in part, at the
Redemption  Price  after the  triggering  of the  Flip-In  Right and  before the
expiration  of any period during which the Flip-In Right may be exercised (x) in
connection with a merger or other business combination  transaction or series of
transactions  involving  the Company in which all  holders of Common  Shares are
treated  alike  but  not  involving  an  Interested  Stockholder  or  (y) if the
Acquiring Person no longer Beneficially Owns 10% or more of the then outstanding
Common  Shares and no other Persons are  Acquiring  Persons.  Upon the effective
date of the  redemption  of the Rights,  the right to  exercise  the Rights will
terminate  and the only right of the  holders of Rights  will be to receive  the
Redemption Price.

               Until a Right is exercised,  the holder  thereof,  as such,  will
have no rights as a stockholder of the Company,  including,  without limitation,
the right to vote or to receive dividends.  While the distribution of the Rights
will not be taxable to stockholders of the Company,  stockholders may, depending
upon the  circumstances,  recognize  taxable  income  should the  Rights  become
exercisable or upon the occurrence of certain events thereafter.

               The form of Rights Agreement  specifying the terms of the Rights,
Exhibit A thereto -- the Form of Articles of Amendment  setting  forth the terms
of the Series A Junior  Participating  Preferred Stock, Exhibit B thereto -- the
Form of Rights  Certificate,  and  Exhibit C thereto -- the Summary of Rights to
Purchase Preferred Shares, are attached hereto as Exhibit 1 and are incorporated
herein by  reference.  The foregoing  description  of the Rights is qualified by
reference to the Amended and Restated Rights Agreement.

               Item 2.  Exhibits.

               1      Form of Amended and Restated Rights Agreement (the "Rights
                      Agreement")  dated as of December 13, 1996 between Pioneer
                      Hi-Bred International, Inc. and The First National Bank of
                      Boston which includes,  as Exhibit A thereto,  the Form of
                      Articles of Amendment specifying the terms of the Series A
                      Junior   Participating   Preferred  Stock,  as  Exhibit  B
                      thereto,  the form of Rights  Certificate and as Exhibit C
                      thereto,  the  Summary  of  Rights to  Purchase  Preferred
                      Shares.   Pursuant   to  the  Rights   Agreement,   Rights
                      Certificates  will not be mailed  until a person  acquires
                      beneficial  ownership of the Trigger Amount (as defined in
                      the Rights  Agreement)  or more of the Common Shares or 10
                      days (or such later date as the Board of  Directors of the
                      Company  may  determine)   after  a  person  commences  or
                      announces  its  intention  to  commence  an offer if, upon
                      consummation   thereof,   such  person   would  become  an
                      Acquiring  Person (as defined in the Rights  Agreement) or
                      prior to certain transactions involving the Company.

               2      Press release  announcing the amendment of the Rights Plan
                      dated December 13, 1996.



<PAGE>


                                       SIGNATURE

               Pursuant  to the  requirements  of Section  12 of the  Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.


                                            Pioneer Hi-Bred International, Inc.


                                        By:   /s/  Charles S. Johnson
                                            _________________________
                                            Name:  Charles S. Johnson
                                            Title: President and Chief
                                                   Executive Officer



Date:  December 13, 1996



<PAGE>


                                     EXHIBIT INDEX


Exhibit          Description
   1             Form of Amended and  Restated  Rights  Agreement  (the  "Rights
                 Agreement")  dated as of  December  13,  1996  between  Pioneer
                 Hi-Bred  International,  Inc.  and The First  National  Bank of
                 Boston  which  includes,  as  Exhibit  A  thereto,  the Form of
                 Articles  of  Amendment  specifying  the terms of the  Series A
                 Junior Participating Preferred Stock, as Exhibit B thereto, the
                 form of  Rights  Certificate  and as  Exhibit  C  thereto,  the
                 Summary of Rights to Purchase Preferred Shares. Pursuant to the
                 Rights Agreement,  Rights Certificates will not be mailed until
                 a person  acquires  beneficial  ownership of the Trigger Amount
                 (as  defined  in the  Rights  Agreement)  or more of the Common
                 Shares or 10 days (or such later date as the Board of Directors
                 of the  Company  may  determine)  after a person  commences  or
                 announces   its   intention  to  commence  an  offer  if,  upon
                 consummation  thereof,  such person  would  become an Acquiring
                 Person (as defined in the Rights Agreement) or prior to certain
                 transactions involving the Company.
   2             Press  release  announcing  the  amendment of  the Rights  Plan
                 dated December 13, 1996.


<PAGE>



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







                          PIONEER HI-BRED INTERNATIONAL, INC.

                                          and

                         THE FIRST NATIONAL BANK OF BOSTON, as

                                     Rights Agent

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

                         Amended and Restated Rights Agreement
                             -----------------------------


                             Dated as of December 13, 1996






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


<PAGE>



                                   TABLE OF CONTENTS
                                                                            Page
SECTION 1.        Certain Definitions.........................................2

SECTION 2.        Appointment of Rights Agent................................10

SECTION 3.        Issue of Right Certificates................................11

SECTION 4.        Form of Right Certificate..................................14

SECTION 5.        Countersignature and Registration..........................15

SECTION 6.        Transfer, Split-Up, Combination and Exchange of Right
                    Certificates; Mutilated, Destroyed, Lost or Stolen
                    Right Certificate........................................16

SECTION 7.        Exercise of Rights; Purchase Price; Expiration Date
                    of Rights................................................17

SECTION 8.        Cancellation and Destruction of Right Certificates.........21

SECTION 9.        Reservation and Availability of Capital Stock..............21

SECTION 10.       Preferred Shares Record Date...............................23

SECTION 11.       Adjustment of Purchase Price, Number and Kind of
                    Shares or Number of Rights...............................24

SECTION 12.       Certificate of Adjusted Purchase Price or Number of
                    Shares...................................................36

SECTION 13.       Consolidation, Merger or Sale or Transfer of Assets
                    or Earning Power.........................................36

SECTION 14.       Fractional Rights and Fractional Shares....................40

SECTION 15.       Rights of Action...........................................43

SECTION 16.       Agreement of Right Holders.................................43

SECTION 17.       Right Certificate Holder Not Deemed a Stockholder..........45

SECTION 18.       Concerning the Rights Agent................................45

SECTION 19.       Merger or Consolidation or Change of Name of Rights
                    Agent....................................................46

SECTION 20.       Duties of Rights Agent.....................................47

SECTION 21.       Change of Rights Agent.....................................50

SECTION 22.       Issuance of New Right Certificates.........................51

SECTION 23.       Redemption and Termination.................................52

SECTION 24.       Exchange...................................................54

SECTION 25.       Notice of Certain Events...................................56

SECTION 26.       Notices....................................................57

SECTION 27.       Supplements and Amendments.................................58

SECTION 28.       Determination and Actions by the Board, etc................59

SECTION 29.       Successors.................................................60

SECTION 30.       Benefits of this Agreement.................................60

SECTION 31.       Severability...............................................60

SECTION 32.       Governing Law..............................................60

SECTION 33.       Counterparts...............................................61

SECTION 34.       Descriptive Headings.......................................62




EXHIBIT A    -   Certificate of Designation,  Preferences and Rights of
                 Series A Participating  Preferred Stock of Pioneer Hi-Bred
                 International, Inc.
EXHIBIT B    -   Form of Right Certificate
EXHIBIT C    -   Revised Summary of Rights to Purchase Preferred Shares



<PAGE>



                          DEFINED TERM CROSS REFERENCE SHEET

Acquiring Person............................................... Section 1(a)

Act............................................................ Section 1(b)

Adjusted Number of Shares...................................... Section 11(a)

Adjusted Purchase Price........................................ Section 11(a)

Adjustment Shares.............................................. Section 11(a)

Affiliate.....................................................  Section 1(c)

Agreement...................................................... Preface

Amended and Restated Rights Agreement.......................... Section 3(c)

Associate...................................................... Section 1(c)

beneficially own............................................... Section 1(d)

Beneficial Owner............................................... Section 1(d)

Board.......................................................... Preface

Business Day................................................... Section 1(e)

capital stock equivalent....................................... Section 11(a)

Close of Business.............................................. Section 1(f)

Common Shares.................................................. Section 1(g)

Company........................................................ Preface

current per share market price................................. Section 11(d)

Disinterested Directors........................................ Section 1(h)

Distribution Date.............................................. Section 3(a)

equivalent preferred shares.................................... Section 11(b)

Exchange Act................................................... Section 1(c)

Exchange Ratio................................................. Section 24(a)

Final Expiration Date.......................................... Section 7(a)

Grandfathered Person........................................... Section 1(i)

Interested Stockholder......................................... Section 1(j)

NASDAQ......................................................... Section 11(d)

Permitted Offer................................................ Section 1(k)

Person......................................................... Section 1(l)

Preferred Shares............................................... Section 1(m)

Principal Party...............................................  Section 13(b)

Proration Factor............................................... Section 11(a)

Purchase Price................................................  Section 4(a)

Record Date.................................................... Preface

Redemption Date................................................ Section 7(a)

Redemption Price............................................... Section 23(a)

Revised Summary of Rights...................................... Section 3(b)

Right.......................................................... Preface

Right Certificate.............................................. Section 3(a)

Rights Agent................................................... Preface

Section 11(a)(ii) Event........................................ Section 1(n)

Section 13 Event............................................... Section 1(o)

Security....................................................... Section 11(d)

Shares Acquisition Date........................................ Section 1(p)

Subsidiary..................................................... Section 1(q)

Summary of Rights.............................................. Section 3(b)

then outstanding............................................... Section 1(d)

Trading Day.................................................... Section 11(d)

Trigger Amount................................................. Section 1(r)

Triggering Event............................................... Section 1(s)

voting securities.............................................. Section 13(a)



<PAGE>


               AMENDED AND RESTATED RIGHTS  AGREEMENT,  dated as of December 13,
1996,  between Pioneer Hi-Bred  International,  Inc., an Iowa  corporation  (the
"Company"),   and  The  First  National  Bank  of  Boston,  a  national  banking
association ("Rights Agent").

               On April 6, 1989,  the Board of  Directors  of the  Company  (the
"Board")  authorized  and declared a dividend of one common share purchase right
(a  "Right")  for each  Common  Share (as  hereinafter  defined)  of the Company
outstanding at the Close of Business (as  hereinafter  defined) on April 6, 1989
(the "Record Date"),  each Right representing the right to purchase one (subject
to adjustment as provided  herein) Common Share (as hereinafter  defined),  upon
the terms and  subject  to the  conditions  herein set  forth,  and has  further
authorized  the  issuance of one Right with  respect to each  Common  Share that
shall become  outstanding  between the Record Date and the Distribution Date (as
such term is hereinafter defined);  provided, however, that Rights may be issued
with  respect  to  Common  Shares  that  shall  become   outstanding  after  the
Distribution  Date and prior to the earlier of the Redemption Date and the Final
Expiration Date in accordance with the provisions of Section 22 hereof.

               On December 13, 1994, the Board  previously  amended and modified
the  terms of the  Rights  Agreement,  dated as of April 6,  1989,  between  the
Company and the Rights Agent, and on December 13, 1996, the Board authorized the
execution and delivery of this  Agreement  which amends and restates such Rights
Agreement in its entirety to, among other things, modify the Rights so that each
Right represents the right to purchase one  one-thousandth  of a Preferred Share
(as hereinafter defined).

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



<PAGE>


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

               (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 the Trigger Amount or more of the then  outstanding  Common
Shares  (other than as a result of a Permitted  Offer) or was such a  Beneficial
Owner at any time after the date hereof, whether or not such person continues to
be the Beneficial  Owner of the Trigger  Amount or more of the then  outstanding
Common Shares.  Notwithstanding  the foregoing,  (i) the term "Acquiring Person"
shall not include (A) the Company,  (B) any  Subsidiary of the Company,  (C) any
employee  benefit plan of the Company or of any  Subsidiary of the Company,  (D)
any Person or entity  organized,  appointed or established by the Company for or
pursuant  to the  terms of any such  plan  acting  in such  capacity  or (E) any
Grandfathered  Person; and (ii) no Person shall become an "Acquiring Person" (x)
as a result  of the  acquisition  of  Common  Shares by the  Company  which,  by
reducing the number of Common Shares  outstanding,  increases  the  proportional
number of shares  beneficially owned by such Person together with all Affiliates
and  Associates of such Person,  provided,  that if (1) a Person would become an
Acquiring  Person (but for the  operation of this clause (x)) as a result of the
acquisition  of  Common  Shares  by  the  Company,  and  (2)  after  such  share
acquisition  by the Company,  such Person,  or an Affiliate or Associate of such
Person,  becomes the Beneficial Owner of any additional Common Shares, then such
Person shall be deemed an Acquiring  Person,  or (y) if (1) within five Business
Days after such  Person  would  otherwise  have become or, if such Person did so
inadvertently, after such Person discovers that such Person would otherwise have
become,  an Acquiring  Person (but for the  operation of this clause (y)),  such
Person notifies the Board that such Person did so inadvertently,  and (2) within
two Business Days after such notification (or such greater period of time as may
be determined by action of the Board, but in no event greater than five Business
Days),  such Person  divests  itself of a sufficient  number of Common Shares so
that such Person is the  Beneficial  Owner of such number of Common  Shares that
such Person no longer would be an Acquiring Person.

               (b)...."Act"  shall mean the  Securities  Act of 1933, as amended
and as in effect on the date of this Agreement.

               (c)...."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 as in
effect on the date of this Agreement (the "Exchange Act").

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

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

                      (ii) which such Person or any of such Person's  Affiliates
        or  Associates  has (A) the  right to  acquire  (whether  such  right is
        exercisable  immediately  or only after the passage of time) pursuant to
        any  agreement,  arrangement or  understanding,  or upon the exercise of
        conversion  rights,  exchange  rights,  rights  (other than the Rights),
        warrants or options,  or  otherwise;  provided,  however,  that a Person
        shall not be deemed the  Beneficial  Owner of, or to  beneficially  own,
        securities tendered pursuant to a tender or exchange offer made by or on
        behalf of such Person or any of such  Person's  Affiliates or Associates
        until such tendered securities are accepted for purchase or exchange, or
        (B)  the  right  to  vote  pursuant  to any  agreement,  arrangement  or
        understanding;  provided, however, that a Person shall not be deemed the
        Beneficial  Owner  of,  or to  beneficially  own,  any  security  if the
        agreement, arrangement or understanding to vote such security (1) arises
        solely  from a  revocable  proxy  or  consent  given to such  Person  in
        response to a public proxy or consent solicitation made pursuant to, and
        in accordance  with, the applicable  rules and  regulations  promulgated
        under the Exchange Act and (2) is not also then  reportable  on Schedule
        13D under the Exchange Act (or any comparable or successor report); or

                      (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 (other than
        customary  agreements  with and between  underwriters  and selling group
        members  with  respect to a bona fide  public  offering  of  securities)
        relating  to the  acquisition,  holding,  voting  (except  to the extent
        contemplated by the proviso to Section  l(d)(ii)(B)) or disposing of any
        securities of the Company.

               Notwithstanding anything in this definition of a Beneficial Owner
to the contrary,  the phrase "then  outstanding",  when used with reference to a
Person's  Beneficial  Ownership of  securities  of the  Company,  shall mean the
number of such securities  then issued and outstanding  together with the number
of such securities not then actually  issued and  outstanding  which such Person
would be deemed to own beneficially hereunder.

               (e)...."Business  Day" shall mean any day other than a  Saturday,
Sunday, U.S. federal holiday or any day on which banking  institutions in Boston
are authorized or obligated by law or executive order to close.

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

               (g)...."Common  Shares"  when used with  reference to the Company
shall  mean the shares of Common  Stock,  par value of One  Dollar  ($1.00)  per
share,  of the  Company  or,  in the  event  of a  subdivision,  combination  or
consolidation  with respect to such shares of Common Stock, the shares of Common
Stock resulting from such  subdivision,  combination or  consolidation.  "Common
Shares" when used with reference to any Person other than the Company shall mean
the capital stock (or equity interest) with the greatest  combined  economic and
voting power of such other  Person or, if such other  Person is a Subsidiary  of
another   Person,   the  Person  or  Persons  which   ultimately   control  such
first-mentioned Person.

               (h)...."Disinterested  Directors"  shall mean the  members of the
Board who are not (i) employees of the Company,  (ii) Acquiring Persons or their
Affiliates or Associates or  representatives of any of them, or (iii) any Person
who was  directly  or  indirectly  proposed  or  nominated  as a director of the
Company by an Interested Stockholder.

               (i)...."Grandfathered Person" shall mean any of the following:

                      (i) any  descendant  of Henry  A.  Wallace  (the  deceased
               founder of the Corporation),  or any spouse,  widow or widower of
               any such descendant (any such  descendants,  spouses,  widows and
               widowers collectively defined as the "Wallace Family Members");

                      (ii) any trust  (including  any voting  trust) which is in
               existence  on the  date of this  Agreement  and  which  has  been
               established  by Henry A.  Wallace or one or more  Wallace  Family
               Members,  any estate of, or the executor or  administrator of any
               estate of, or any  guardian or  custodian  for, a Wallace  Family
               Member who died on or before the date of this Agreement  provided
               that  one or  more  Wallace  Family  Members  or  Wallace  Family
               Entities,  collectively,  are  the  beneficiaries  of  80% of the
               actuarially-determined  beneficial  interests  in such  estate or
               trust  (such  trusts,  estates,   executors,   administrators  or
               guardians  or  custodians  collectively  defined as the  "Wallace
               Family Entities");

                      (iii) any estate of, or the executor or  administrator  of
               any estate of, or any guardian or custodian for, a Wallace Family
               Member  who dies after the date of this  Agreement,  or any trust
               established  after the date hereof by one or more Wallace  Family
               Members or Wallace  Family  Entities,  provided  that one or more
               Wallace Family Members or Wallace Family Entities,  collectively,
               are  the  beneficiaries  of  80%  of  the  actuarially-determined
               beneficial interests in such estate or trust;

                      (iv) any  charitable  organization  which  qualifies as an
               exempt  organization under Section 501(c) of the Internal Revenue
               Code of 1986,  as amended  ("Charitable  Organization")  which is
               established  by one or more  Wallace  Family  Members  or Wallace
               Family Entities (a "Wallace Family Charitable Organization");

                      (v) any  corporation of which 100% of the voting power and
               100% of the equity interest is held,  directly or indirectly,  by
               or for the benefit of one or more Wallace Family Members, Wallace
               Family Entities, estates, executors, administrators, guardians or
               custodians or trusts  described in clause (iii) above, or Wallace
               Family Charitable Organizations; and

                      (vi)  any  general   partnership,   limited   partnership,
               organization  or other entity or arrangement of which 100% of the
               voting  interest  and  100% of the  economic  interest  is  held,
               directly  or  indirectly,  by or for the  benefit  of one or more
               Wallace  Family  Members,   Wallace  Family  Entities,   estates,
               executors,  administrators,  guardians or  custodians,  or trusts
               described  in clause (iii) above,  or Wallace  Family  Charitable
               Organizations;

               provided,  however, that a Grandfathered Person shall cease to be
               a Grandfathered Person if any of the following occur at any time:
               (A) all or any part of such  Grandfathered  Person's  interest in
               the Common Shares becomes  reportable on a Schedule 13D under the
               Exchange Act (or any comparable or successor report) as part of a
               "group"  (as such term is defined or used under Rule  13d-5(b) of
               the General Rules and  Regulations  under the Exchange Act) which
               Beneficially Owns, directly or indirectly,  the Trigger Amount or
               more of the then  outstanding  Common  Shares and includes one or
               more Persons  (including any Affiliate or Associate  thereof) who
               (x) are not Grandfathered  Persons and (y) individually or in the
               aggregate beneficially own, directly or indirectly,  in excess of
               1% of the then outstanding  Common Shares; (B) such Grandfathered
               Person,  individually or together with one or more other Persons,
               acting  together  or as  part  of a  "group",  Beneficially  Owns
               (together with all Common Shares then Beneficially  Owned) 20% or
               more of the  outstanding  Common Shares;  (C) such  Grandfathered
               Person  (together  with any spouse and any children under the age
               of  18  years   of  that   Grandfathered   Person)   individually
               Beneficially  Owns the Trigger  Amount or more (but excluding any
               Common Shares that such Grandfathered  Person may be deemed to be
               Beneficially  Owned  by  reason  of  being  part  of a  "group");
               provided,  however,  that no Grandfathered Person shall lose its,
               his or her  status as a  Grandfathered  Person  pursuant  to this
               clause  (C)  if  a  bona  fide  gift  or  bona  fide  inheritance
               (including   being  named  as  executor  or  to  another  similar
               position)  causes the  Beneficial  Ownership of Common  Shares by
               such  Grandfathered  Person  (together  with any  spouse  and any
               children under the age of 18 years of that Grandfathered  Person)
               to equal or exceed  the  Trigger  Amount  (it  being  understood,
               however,  that the  foregoing  proviso  shall  not  apply if such
               Granfathered  Person  (together  with any spouse and any children
               under the age of 18 years of that Grandfathered Person) increases
               its, his or her Beneficial Ownership after equalling or exceeding
               the  Trigger  Amount  except  by bona  fide  gift  or  bona  fide
               inheritance  (including  being  named as  executor  or to another
               similar  position));  or (D) such Grandfathered  Person (together
               with any  spouse and  children  under the age of 18 years of that
               Grandfathered Person) individually  Beneficially Owns 15% or more
               of the  outstanding  Common Shares  (excluding  any Common Shares
               that such  Grandfathered  Person may be deemed to be Beneficially
               Owned by reason of being part of a group).

               For purposes of the definition of Grandfathered  Person, the term
"descendant"  shall be deemed to include adopted  children and the issue of such
adopted  children,  including  adopted issue,  provided that any such adoptee is
adopted before his or her eighteenth birthday.

               (j)...."Interested  Stockholder"  shall mean any Acquiring Person
or any  Affiliate or  Associate  of an  Acquiring  Person or any other Person in
which any such  Acquiring  Person,  Affiliate or Associate has an interest which
represents  in excess of 5% of the total  combined  economic or voting  power of
such Person,  or any other Person acting directly or indirectly on behalf of, or
in concert with, any such Acquiring Person, Affiliate or Associate.

               (k)...."Permitted  Offer"  shall mean a tender or exchange  offer
for all outstanding  Common Shares which is at a price and on terms  determined,
prior to the purchase of such shares under such tender or exchange  offer, by at
least a majority of the Disinterested Directors, to be adequate and otherwise in
the best interests of the Company and its  stockholders  (other than the Person,
or any Affiliate or Associate thereof,  on whose behalf the offer is being made)
taking into account all factors, including, without limitation, consideration of
interests as provided in Section 490.1108 of the Iowa Business  Corporation Act,
that such Disinterested Directors may deem relevant.

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

               (m)...."Preferred  Shares"  shall mean  shares of Series A Junior
Participating  Preferred  Stock,  without par value,  of the Company  having the
relative  rights,   preferences  and  limitations  set  forth  in  the  Form  of
Certificate of Designation, Preferences and Rights attached to this Agreement as
Exhibit A.

               (n)...."Section  11(a)(ii) Event" shall mean any event defined in
Section 11(a)(ii) hereof.

               (o)...."Section  13  Event"  shall  mean any event  described  in
clause (i), (ii) or (iii) of Section 13(a) hereof.

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

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

               (r)...."Trigger Amount" shall mean the lesser of:
                      (i)    15% or more of the Common Shares then outstanding;
               or

                      (ii) 10% or more of the Common  Shares  then  outstanding,
               but only  when and if such  Common  Shares  represent  one-fourth
               (1/4) or more of the combined  voting power of the Common  Shares
               then outstanding for the election of directors  generally.  As to
               any Beneficial  Owner (and its Affiliates  and  Associates)  with
               respect  to which the  Trigger  Amount is being  determined,  the
               voting  power will be  determined  by the Company in the ordinary
               course of corporate  governance  relating to the determination of
               voting  power  with  respect to  actions  submitted  to a vote of
               stockholders   assuming  such  holder  has  taken  the  necessary
               documentation  steps to have  effectuated  the right to have five
               votes per Common Share.

               (s)...."Triggering  Event" shall mean any Section 11(a)(ii) Event
or any Section 13 Event.

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

                 SECTION 3.  Issue of Right Certificates. (a) The Rights will be
evidenced (subject to the provisions of Section 3(b) hereof) by the certificates
for  Common  Shares  registered  in the  names  of the  holders  thereof  (which
certificates shall also be deemed to be Right  Certificates) and not by separate
Right  Certificates,  and  the  right  to  receive  Right  Certificates  will be
transferable  only in  connection  with the  transfer of the  underlying  Common
Shares  (including a transfer to the Company)  until the earlier to occur of (i)
the Shares  Acquisition Date or (ii) the Close of Business on the tenth Business
Day (or such later date as may be  determined  by action of the Board) after the
date of the  commencement 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)  of, or of the first
public announcement of the intention of any Person (other than the Company,  any
Subsidiary  of the Company,  any employee  benefit plan of the Company or 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) to
commence  (which  intention to commence  remains in effect for five (5) Business
Days after such  announcement),  a tender or exchange offer the  consummation of
which would result in any Person becoming an Acquiring Person (including, in the
case of both clauses (i) and (ii) of this Section  3(a),  any such date which is
after the date of this  Agreement and prior to the issuance of the Rights),  the
earlier of such dates  being  herein  referred  to as the  "Distribution  Date";
provided,  however,  that  if  the  tender  offer  is  terminated  prior  to the
occurrence of a Distribution  Date, then no  Distribution  Date shall occur as a
result of such tender offer. As soon as practicable after the Distribution Date,
the Company  will prepare and execute,  the Rights  Agent will  countersign  and
send, or cause to be sent, by  first-class,  insured,  postage  prepaid mail, to
each  record  holder  of  Common  Shares  as of the  Close  of  Business  on the
Distribution  Date,  at the address of such  holder  shown on the records of the
Company, a Right  Certificate,  substantially in the form of Exhibit B hereto (a
"Right Certificate"),  evidencing one Right for each Common Share so held. As of
and after the  Distribution  Date,  the Rights will be evidenced  solely by such
Right Certificates.

               (b)....Following  the Record  Date,  the Company sent a copy of a
Summary of Rights (the "Summary of Rights"),  by  first-class,  postage  prepaid
mail,  to each record holder of Common Shares as of the Close of Business on the
Record Date,  at the address of such holder shown on the records of the Company.
Upon the execution and delivery of this Agreement (as amended as of December 13,
1996),  or as soon as  practicable  thereafter,  the Company shall file with the
Securities and Exchange Commission the full text of this Agreement and a revised
summary  thereof,  which revised summary shall be in  substantially  the form of
Exhibit C hereto (the "Revised Summary of Rights"). With respect to certificates
for Common  Shares  outstanding  as of the Record Date,  until the  Distribution
Date, the Rights will be evidenced by such certificates  registered in the names
of the holders  thereof  together with a copy of the Summary of Rights  attached
thereto  (which  Summary of Rights shall be deemed amended and restated from and
after the date hereof by the Revised Summary of Rights).  Until the Distribution
Date (or the earlier of the Redemption Date or the Final  Expiration  Date), the
surrender for transfer of any certificate  for Common Shares  outstanding on the
Record Date,  with or without a copy of the Summary of Rights  attached  thereto
(which Summary of Rights shall be deemed amended and restated from and after the
date  hereof by the  Revised  Summary  of  Rights),  shall also  constitute  the
transfer of the Rights  associated  with such Common Shares.  As a result of the
execution of this Agreement on December 13, 1996, each Common Stock  outstanding
as of the Close of Business on December 13, 1996 shall, subject to the terms and
conditions of this  Agreement,  also  represent one Right,  each of which Rights
shall be deemed  amended in its entirety by reason of this  Agreement and shall,
subject to the terms and  conditions of this  Agreement,  represent the right to
purchase one one-thousandth of a share of Preferred Stock.

               (c)....Certificates  for Common  Shares which become  outstanding
(including, without limitation, reacquired Common Shares referred to in the last
sentence of this  Section  3(c)) after the Record Date but prior to the earliest
of the Distribution Date, the Redemption Date or the Final Expiration Date shall
be deemed also to be certificates  for Rights and from and after the date hereof
shall bear a legend substantially in the following form:

               This certificate also evidences and entitles the holder hereof to
               certain  rights  as  set  forth in  a  Rights  Agreement  between
               Pioneer Hi-Bred  International,  Inc. and the First National Bank
               of Boston (the "Rights Agreement"), the terms of which are hereby
               incorporated herein by reference  and a copy of which is on  file
               at   the   principal   executive  offices  of   Pioneer   Hi-Bred
               International,  Inc. Under certain  circumstances,  as  set forth
               in the  Rights  Agreement,  such  Rights  will be  evidenced   by
               separate  certificates  and  will  no longer be evidenced by this
               certificate. Pioneer  Hi-Bred  International,  Inc.  will mail to
               the holder of this  certificate  a copy  of the  Rights Agreement
               without  charge  after  receipt  of a  written  request  therefor
               from such holder.  Under certain circumstances  set  forth in the
               Rights  Agreement,  Rights issued to, or held by, any  Person who
               is, was or  becomes  an  Acquiring  Person  or  an  Affiliate  or
               Associate  thereof  (as  defined  in  the Rights  Agreement)  and
               certain   related  persons,  whether  currently  held  by  or  on
               behalf of such Person or by any  subsequent  holder,  may  become
               null and void.

With respect to such  certificates  containing the foregoing  legend,  until the
Distribution  Date, the Rights associated with the Common Shares  represented by
such  certificates  shall  be  evidenced  by such  certificates  alone,  and the
surrender  for  transfer  of any such  certificate  shall  also  constitute  the
transfer of the Rights associated with the Common Shares represented thereby. In
the event that the Company  purchases  or acquires  any Common  Shares after the
Record Date but prior to the Distribution  Date, any Rights associated with such
Common Shares shall be deemed canceled and retired so that the Company shall not
be entitled to exercise any Rights  associated  with the Common Shares which are
no longer outstanding.

                SECTION  4.    Form   of  Right  Certificate.    (a)  The  Right
Certificates  (and the forms of  election to purchase  and of  assignment  to be
printed on the reverse  thereof) shall be substantially in the form set forth in
Exhibit B hereto and may have such marks of  identification  or designation  and
such legends,  summaries or endorsements printed thereon as the Company may deem
appropriate and as are not  inconsistent  with the provisions of this Agreement,
or as may be  required  to comply  with any  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  Sections  11 and 23  hereof,  the Right
Certificates  shall  entitle the holders  thereof to purchase such number of one
one-thousandths  of a Preferred Share as shall be set forth therein at the price
per one  one-thousandth  of a Preferred  Share set forth therein (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.

               (b)....Any Right  Certificate  issued pursuant to Section 3(a) or
22 hereof that  represents  Rights  which are null and void  pursuant to Section
7(e) hereof and any Right Certificate  issued pursuant to Section 6 or 11 hereof
upon  transfer,   exchange,   replacement  or  adjustment  of  any  other  Right
Certificate referred to in this sentence, shall contain (to the extent feasible)
the following legend:

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

Provisions  of  Section  7(e)  hereof  shall  be  operative  whether  or not the
foregoing legend is contained on any such Right Certificate.

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

               Following the  Distribution  Date,  the Rights Agent will keep or
cause  to be  kept,  at its  office  designated  as the  appropriate  place  for
surrender of such Right  Certificate for transfer,  books for  registration  and
transfer of the Right Certificates  issued hereunder.  Such books shall show the
names and addresses of the  respective  holders of the Right  Certificates,  the
number of Rights evidenced on its face by each of the Right Certificates and the
certificate number and the date of each of the Right Certificates.

               SECTION 6. Transfer, Split-Up,  Combination and Exchange of Right
Certificates;  M Subject to the provisions of Sections 4(b), 7(e) and 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  earlier of the  Redemption  Date or the
Final  Expiration  Date,  any Right  Certificate  or Right  Certificates  may be
transferred,  split-up,  combined or exchanged for another Right  Certificate or
Right Certificates, entitling the registered holder to purchase a like number of
one  one-thousandths  of a Preferred  Share (or,  following a Triggering  Event,
other  securities,  as the  case  may  be) as the  Right  Certificate  or  Right
Certificates surrendered then entitled such holder (or former holder in the case
of a  transfer)  to  purchase.  Any  registered  holder  desiring  to  transfer,
split-up,  combine or exchange any Right Certificate or Right Certificates shall
make such request in writing  delivered to the Rights Agent, and shall surrender
the  Right  Certificate  or  Right  Certificates  to be  transferred,  split-up,
combined or  exchanged  at the  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  Right  Certificate until the registered holder shall have completed
and signed the  certificate  contained in the form of  assignment on the reverse
side of such Right 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 the  provisions of Sections  4(b),
7(e) and 14 hereof,  countersign  and deliver to the Person  entitled  thereto a
Right  Certificate or Right  Certificates,  as the case may be, as so requested.
The  Company  may  require  payment  of a sum  sufficient  to  cover  any tax or
governmental  charge  that may be  imposed  in  connection  with  any  transfer,
split-up, combination or exchange of Right Certificates.

               Upon  receipt by the  Company  and the Rights  Agent of  evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate, and, in case of loss, theft or destruction, of indemnity or
security  reasonably  satisfactory  to  them,  and,  at the  Company's  request,
reimbursement  to the Company and the Rights  Agent of all  reasonable  expenses
incidental  thereto,  and upon surrender to the Rights Agent and cancellation of
the Right  Certificate  if  mutilated,  the Company  will make and deliver a new
Right  Certificate  of like tenor to the Rights Agent for  countersignature  and
delivery  to the  registered  holder in lieu of the Right  Certificate  so lost,
stolen, destroyed or mutilated.

               SECTION 7. Exercise of Rights; Purchase Price; Expiration Date of
Rights.  (a) Subject to Section 7(e) hereof,  the registered holder of any Right
Certificate  may  exercise  the Rights  evidenced  thereby  (except as otherwise
provided  herein)  in whole or in part at any time after the  Distribution  Date
upon surrender of the Right  Certificate,  with the form of election to purchase
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 for the total
number of one one-thousandths of a Preferred Share (or other securities,  as the
case may be) as to which such surrendered  Rights are exercised,  at or prior to
the  earliest  of (i) the Close of  Business  on  December  13, 2006 (the "Final
Expiration Date"), (ii) the time at which the Rights are redeemed as provided in
Section 23 hereof (the  "Redemption  Date"),  (iii) the time at which the Rights
are exchanged as provided in Section 24 hereof,  or (iv) the  consummation  of a
transaction contemplated by Section 13(d) hereof.

               (b)....From  and after the date hereof,  the  Purchase  Price for
each  one-thousandth  of a Preferred  Share  pursuant to the exercise of a Right
shall be  $250.00,  subject to  adjustment  from time to time as provided in the
third  sentence of this  Section 7(b) and in Sections 11 and 13(a)  hereof.  The
Purchase Price shall be payable in accordance with Section 7(c) below.  Anything
in this Agreement to the contrary notwithstanding, in the event that at any time
after the date hereof and prior to the Distribution  Date, the Company shall (i)
declare or pay any  dividend on the Common  Shares  payable in Common  Shares or
(ii) effect a subdivision, combination or consolidation of the Common Shares (by
reclassification  or otherwise  than by payment of  dividends in Common  Shares)
into a greater or lesser number of Common  Shares,  then in any such case,  each
Common  Share   outstanding   following   such   subdivision,   combination   or
consolidation  shall  continue  to have one  Right  (subject  to  adjustment  as
provided herein) associated  therewith and the Purchase Price following any such
event  shall  be  proportionately  adjusted  to equal  the  result  obtained  by
multiplying the Purchase Price immediately prior to such event by a fraction the
numerator  of which  shall be the  total  number of  Common  Shares  outstanding
immediately  prior to the  occurrence of the event and the  denominator of which
shall be the total number of Common Shares outstanding immediately following the
occurrence of such event. The adjustment  provided for in the preceding sentence
shall be made successively  whenever such a dividend is declared or paid or such
a subdivision, combination or consolidation is effected.

               (c)....Upon   receipt   of  a  Right   Certificate   representing
exercisable  Rights,  with the form of election to purchase and the  certificate
duly  executed,  accompanied  by payment of the Purchase Price for the Preferred
Shares (or other  securities,  as the case may be) to be purchased and an amount
equal to any  applicable  transfer tax required to be paid by the holder of such
Right  Certificate  in  accordance  with  Section 6 hereof by  certified  check,
cashier's  check or money order payable to the order of the Company,  the Rights
Agent shall thereupon  promptly (i) (A)  requisition  from any transfer agent of
the  Preferred  Shares  certificates  for the number of  Preferred  Shares to be
purchased and the Company  hereby  irrevocably  authorizes its transfer agent to
comply with all such requests,  or (B) requisition from the depositary agent (if
the Company, in its sole discretion, shall have elected to deposit the Preferred
Shares  issuable  upon  exercise  of the  Rights  hereunder  into a  depositary)
depositary  receipts  representing  such  number  of  one  one-thousandths  of a
Preferred  Share as are to be  purchased  (in which  case  certificates  for the
Preferred Shares represented by such receipts shall be deposited by the transfer
agent with the  depositary  agent) and the Company  will  direct the  depositary
agent to comply with such requests, (ii) when appropriate,  requisition from the
Company the amount of cash to be paid in lieu of issuance of  fractional  shares
in accordance with Section 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 Right  Certificate,  registered  in such name or
names as may be  designated  by such holder,  and (iv) when  appropriate,  after
receipt thereof, deliver such cash to or upon the order of the registered holder
of such Right  Certificate.  In the event that the Company is obligated to issue
other  securities  (including  Common Shares) of the Company pursuant to Section
11(a)  hereof,  the Company  will make all  arrangements  necessary so that such
other securities are available for distribution by the Rights Agent, if and when
appropriate.

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

               (d)....In  case the  registered  holder of any Right  Certificate
shall  exercise  less  than  all  the  Rights  evidenced  thereby,  a new  Right
Certificate  evidencing  Rights  equivalent to the Rights remaining  unexercised
shall be issued  by the  Rights  Agent to the  registered  holder of such  Right
Certificate  or to his duly  authorized  assigns,  subject to the  provisions of
Section 14 hereof,  or the Rights Agent shall place an  appropriate  notation on
the Right Certificate with respect to those Rights exercised.

               (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  Affiliate  or
Associate thereof, (ii) a transferee of an Acquiring Person (or of any Affiliate
or  Associate  thereof)  who becomes a  transferee  after the  Acquiring  Person
becomes such, or (iii) a transferee of an Acquiring  Person (or of any Affiliate
or Associate thereof) who becomes a transferee prior to or concurrently with the
Acquiring Person becoming such and receives such Rights pursuant to either (A) a
transfer (whether or not for consideration) from the Acquiring Person to holders
of equity  interests  in such  Acquiring  Person or to any Person  with whom the
Acquiring  Person  has a  continuing  agreement,  arrangement  or  understanding
regarding  the  transferred  Rights  or  (B) a  transfer  which  the  Board  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 Right  Certificates
or other  Person  as a result of its  failure  to make any  determinations  with
respect to an Acquiring  Person or its  Affiliates,  Associates  or  transferees
hereunder.

               (f)....Notwithstanding   anything  in  this   Agreement   to  the
contrary,  neither  the  Rights  Agent nor the  Company  shall be  obligated  to
undertake any action with respect to a registered  holder upon the occurrence of
any  purported  exercise as set forth in this  Section 7 unless 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 Right  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.

                SECTION 8.  Cancellation  and  Destruction of Right Cerificates.
All Right  Certificates  surrendered  for the purpose of exercise  (other than a
partial  exercise),  transfer,  split up,  combination  or  exchange  shall,  if
surrendered  to the Company or to any of its agents,  be delivered to the Rights
Agent for  cancellation  or in canceled  form,  or, if surrendered to the Rights
Agent,  shall be  canceled by it, and no Right  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 Right
Certificate  purchased  or  acquired  by the  Company  otherwise  than  upon the
exercise thereof. The Rights Agent shall deliver all canceled Right Certificates
to the Company,  or shall, at the written  request of the Company,  destroy such
canceled  Right  Certificates,  and in such case shall deliver a certificate  of
destruction thereof to the Company.

                 SECTION 9.   Reservation  and  Availability  of Capital  Stock.
The Company  covenants and agrees that at all time prior to the  occurrence of a
Section  11(a)(ii)  Event it will cause to be reserved and kept available out of
its  authorized  and unissued  Preferred  Shares,  or any  authorized and issued
Preferred Shares held in its treasury,  the number of Preferred Shares that will
be  sufficient  to permit the  exercise in full of all  outstanding  Rights and,
after  the  occurrence  of a  Section  11(a)(ii)  Event,  shall,  to the  extent
reasonably  practicable,  so reserve and keep  available a sufficient  number of
Common  Shares  (and/or  other  securities)  which may be required to permit the
exercise in full of the Rights pursuant to this Agreement.

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

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

               The Company  further  covenants  and agrees that it will pay when
due and payable any and all U.S.  federal and state  transfer  taxes and charges
which may be  payable  in  respect  of the  issuance  or  delivery  of the Right
Certificates  or  of  any  Preferred  Shares  (or  Common  Shares  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 Right  Certificates  to a person  other
than, or the issuance or delivery of certificates or depositary receipts for the
Preferred Shares (or Common Shares and/or other securities,  as the case may be)
in a name  other than that of, the  registered  holder of the Right  Certificate
evidencing  Rights  surrendered  for  exercise,  or to issue or to  deliver  any
certificates  or  depositary  receipts for  Preferred  Shares (or Common  Shares
and/or  other  securities,  as the case may be) upon the exercise of any Rights,
until any such tax shall  have  been  paid  (any such tax being  payable  by the
holder of such Right  Certificate at the time of surrender) or until it has been
established to the Company's reasonable satisfaction that no such tax is due.

               The Company  shall use its best  efforts to (i) file,  as soon as
practicable  following the Shares  Acquisition  Date (or, if required by law, at
such  earlier  time  following  the  Distribution   Date  as  so  required),   a
registration  statement under the Act with respect to the securities purchasable
upon exercise of 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 and the rules and regulations
thereunder)  until the date of the expiration of the rights  provided by Section
11(a)(ii)  hereof.  The Company will also take such action as may be appropriate
under the blue sky laws of the various states.

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

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

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

                      (ii) In the event any Person,  alone or together  with its
        Affiliates and Associates,  shall become an Acquiring Person (a "Section
        11(a)(ii)  Event"),  then  proper  provision  shall be made so that each
        holder of a Right (except as provided  below and in Section 7(e) hereof)
        shall,  for a period  of sixty  (60)  days  after  the  later of (i) the
        occurrence  of  any  such  event  or  (ii)  the  effective  date  of  an
        appropriate  registration  statement under the Act pursuant to Section 9
        hereof,  have a right to  receive,  upon  exercise of a Right at a price
        equal to the then current  Purchase  Price, in accordance with the terms
        of this  Agreement,  such number of Common Shares (or, in the discretion
        of the Board, one  one-thousandths  of a Preferred Share) as shall equal
        the result obtained by (A)  multiplying the then current  Purchase Price
        by the then number of one one-thousandths of a Preferred Share for which
        a Right was exercisable  immediately  prior to the first occurrence of a
        Section 11(a)(ii) Event and (B) dividing that product by 50% of the then
        current  per  share  market  price  of  the   Company's   Common  Shares
        (determined  pursuant to Section 11(d) hereof) on the date of such first
        occurrence  (such number of shares being referred to as the  "Adjustment
        Shares");   provided,  however,  that  if  the  transaction  that  would
        otherwise  give rise to the foregoing  adjustment is also subject to the
        provisions of Section 13 hereof,  then only the provisions of Section 13
        hereof  shall  apply and no  adjustment  shall be made  pursuant to this
        Section 11(a)(ii).

                      (iii) In the event  that  there  shall  not be  sufficient
        treasury  shares or  authorized  but unissued  (and  unreserved)  Common
        Shares to permit the exercise in full of the Rights in  accordance  with
        the foregoing  Section  11(a)(ii)  and the Rights become so  exercisable
        (and the  Board  has  determined  to make the  Rights  exercisable  into
        fractions of a Preferred Share),  notwithstanding any other provision of
        this Agreement, to the extent necessary and permitted by applicable law,
        each  Right  shall  thereafter  represent  the  right to  receive,  upon
        exercise  thereof at the then current  Purchase Price in accordance with
        the terms of this  Agreement,  (A) a number of (or  fractions of) Common
        Shares (up to the maximum number of Common Shares which may  permissibly
        be issued) and (B) a number of one  one-thousandths of a Preferred Share
        or a number of (or fractions of) other equity  securities of the Company
        (or,  in  the  discretion  of the  Board,  debt)  which  the  Board  has
        determined to have the same aggregate  current market value  (determined
        pursuant  to  Sections  11(d)(i)  and  11(d)(ii)  hereof,  to the extent
        applicable)  as one  Common  Share  (such  number of (or  fractions  of)
        Preferred  Shares (or other  equity  securities  or debt of the Company)
        being  referred  to as a  "capital  stock  equivalent"),  equal  in  the
        aggregate to the number of  Adjustment  Shares;  provided,  however,  if
        sufficient   Common  Shares  and/or   capital  stock   equivalents   are
        unavailable,  then  the  Company  shall,  to  the  extent  permitted  by
        applicable  law,  take all such action as may be  necessary to authorize
        additional  Common Shares or capital stock equivalents for issuance upon
        exercise  of  the  Rights,   including  the  calling  of  a  meeting  of
        stockholders;  and provided,  further,  that if the Company is unable to
        cause  sufficient  Common Shares and/or capital stock  equivalents to be
        available for issuance  upon  exercise in full of the Rights,  then each
        Right  shall  thereafter  represent  the right to receive  the  Adjusted
        Number of Shares upon exercise at the Adjusted  Purchase  Price (as such
        terms are  hereinafter  defined).  As used  herein,  the term  "Adjusted
        Number of Shares"  shall be equal to that  number of (or  fractions  of)
        Common Shares (and/or capital stock equivalents) equal to the product of
        (A) the number of Adjustment Shares and (B) a fraction, the numerator of
        which is the number of Common Shares (and/or capital stock  equivalents)
        available for issuance  upon exercise of the Rights and the  denominator
        of which is the aggregate number of Adjustment Shares otherwise issuable
        upon  exercise in full of all Rights  (assuming  there were a sufficient
        number of Common Shares  available)  (such fraction being referred to as
        the "Proration  Factor").  The "Adjusted  Purchase Price" shall mean the
        product of the Purchase Price and the Proration  Factor.  The Board may,
        but shall not be required to, establish procedures to allocate the right
        to receive Common Shares and capital stock  equivalents upon exercise of
        the Rights among holders of Rights.

               (b) In case the Company  shall fix a record date for the issuance
of rights  (other  than the  Rights),  options  or  warrants  to all  holders of
Preferred  Shares  entitling them (for a period expiring within  forty-five (45)
calendar  days after such record  date) to subscribe  for or purchase  Preferred
Shares (or shares having the same rights and privileges as the Preferred  Shares
("equivalent  preferred shares") or securities convertible into Preferred Shares
or  equivalent  preferred  shares at a price per  Preferred  Share or equivalent
preferred  share  (or  having  a  conversion  price  per  share,  if a  security
convertible into Preferred Shares or equivalent  preferred shares) less than the
then  current per share  market  price of the  Preferred  Shares (as  determined
pursuant to Section 11(d) hereof) on such record date,  the Purchase Price to be
in effect after such record date shall be determined by multiplying the Purchase
Price  in  effect  immediately  prior to such  record  date by a  fraction,  the
numerator of which shall be the number of Preferred  Shares  outstanding on such
record date plus the number of  Preferred  Shares which the  aggregate  offering
price of the total number of Preferred Shares and/or equivalent preferred shares
so to  be  offered  (and/or  the  aggregate  initial  conversion  price  of  the
convertible  securities  so to be offered)  would  purchase at such  current per
share  market  price,  and the  denominator  of  which  shall be the  number  of
Preferred  Shares  outstanding on such record date plus the number of additional
Preferred  Shares  and/or   equivalent   preferred  shares  to  be  offered  for
subscription  or purchase  (or into which the  convertible  securities  so to be
offered are initially  convertible);  provided,  however, that in no event shall
the  consideration  to be paid upon the  exercise  of one Right be less than the
aggregate par value of the shares of capital stock of the Company  issuable upon
the  exercise  of one Right.  In case such  subscription  price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such  consideration  shall be  determined  in good faith by the Board,  whose
determination  shall be described in a statement filed with the Rights Agent and
shall be binding on the Rights Agent.  Preferred Shares owned by or held for the
account of the Company  shall not be deemed  outstanding  for the purpose of any
such  computation.  Such adjustment shall be made  successively  whenever such a
record date is fixed, and in the event that such rights, options or warrants are
not so issued,  the Purchase  Price shall be adjusted to be the  Purchase  Price
which would then be in effect if such record date had not been fixed.

               (c) In case the Company shall fix a record date for the making of
a  distribution  to all  holders of the  Preferred  Shares  (including  any such
distribution  made in  connection  with a  consolidation  or merger in which the
Company is the continuing or surviving corporation) of evidences of indebtedness
or assets (other than a regular quarterly cash dividend or a dividend payable in
Preferred Shares) or subscription  rights or warrants  (excluding those referred
to in Section  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 then  current per share  market  price (as  determined  pursuant to
Section 11(d) hereof) of the Preferred Shares on such record date, less the fair
market  value (as  determined  in good faith by the Board,  whose  determination
shall be  described  in a  statement  filed with the  Rights  Agent and shall be
binding  on the Rights  Agent) of the  portion  of the  assets or  evidences  of
indebtedness  so to be  distributed or of such  subscription  rights or warrants
applicable to one  Preferred  Share and the  denominator  of which shall be such
current per share market price of the Preferred Shares; provided,  however, that
in no event shall the consideration to be paid upon the exercise of one Right be
less than the  aggregate par value of the shares of capital stock of the Company
to be  issued  upon  exercise  of one  Right.  Such  adjustments  shall  be made
successively  whenever  such a record date is fixed,  and in the event that such
distribution  is not so made,  the Purchase  Price shall again be adjusted to be
the  Purchase  Price  which  would then be in effect if such record date had not
been fixed.
               (d)  (i)  For  the  purpose  of any  computation  hereunder,  the
        "current per share market price" of any security (a  "Security"  for the
        purpose of this Section  11(d)(i)) on any date shall be deemed to be the
        average of the daily  closing  prices per share of such Security for the
        thirty  (30)  consecutive  Trading  Days  (as such  term is  hereinafter
        defined) immediately prior to such date; provided,  however, that in the
        event  that the  current  per  share  market  price of the  Security  is
        determined  during a period  following the announcement by the issuer of
        such Security of (A) a dividend or distribution on such Security payable
        in shares of such Security or securities  convertible  into such shares,
        or  (B)  any  subdivision,   combination  or  reclassification  of  such
        Security,  and prior to the expiration of thirty (30) Trading Days after
        the ex-dividend  date for such dividend or  distribution,  or the record
        date for such subdivision, combination or reclassification, then, and in
        each  such  case,   the  current  per  share   market   price  shall  be
        appropriately  adjusted to reflect the  current per share  market  price
        equivalent of such Security. The closing price for each day shall be the
        last sale price,  regular  way,  or, in case no such sale takes place on
        such day, the average of the closing bid and asked prices,  regular way,
        in either  case as reported in the  principal  consolidated  transaction
        reporting  system  with  respect to  securities  listed or  admitted  to
        trading on the New York Stock Exchange or, if the Security is 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 Security is listed or admitted to trading or, if the Security is not
        listed or admitted to trading on any national securities  exchange,  the
        last quoted price or, if not so quoted,  the average of the high bid and
        low asked  prices in the  over-the-counter  market,  as  reported by the
        National  Association of Securities Dealers,  Inc. Automated  Quotations
        System  ("NASDAQ")  or such other system then in use, or, if on any such
        date the Security is not quoted by any such organization, the average of
        the closing bid and asked prices as furnished by a  professional  market
        maker, selected by the Board, making a market in the Security. If on any
        such date no such market maker is making a market in the  Security,  the
        fair value of the Security 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 Security
        is listed or admitted to trading is open for the transaction of business
        or, if the Security is not listed or admitted to trading on any national
        securities  exchange,  a Business  Day.  Subject  to  Section  11(d)(ii)
        hereof,  if any  Security is not  publicly  held or so listed or traded,
        "current per share market  price" of such  Security  shall mean the fair
        market 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 binding on the Rights Agent.

                      (ii) For the  purpose of any  computation  hereunder,  the
        "current  per share  market  price"  of the  Preferred  Shares  shall be
        determined  in  accordance  with the method  set forth in the  foregoing
        Section 11(d)(i).  If the Preferred Shares are not publicly traded,  the
        current  per  share  market  price  of the  Preferred  Shares  shall  be
        conclusively  deemed to be the  current  per share  market  price of the
        Common Shares as determined  pursuant to the foregoing  Section 11(d)(i)
        (appropriately  adjusted to reflect any stock split,  stock  dividend or
        similar transaction occurring after the date hereof),  multiplied by one
        thousand (1,000).  If neither the Common Shares nor the Preferred Shares
        are  publicly  held or so listed or traded,  "current  per share  market
        price" 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 binding on the Rights Agent.

               (e)   Notwithstanding   anything  herein  to  the  contrary,   no
adjustment in the Purchase Price shall be required unless such adjustment  would
require an increase or decrease of at least 1% in the Purchase Price;  provided,
however,  that any  adjustments  which by reason of this  Section  11(e) are not
required  to be made shall be  carried  forward  and taken  into  account in any
subsequent  adjustment.  All calculations under this Section 11 shall be made to
the nearest cent or to the nearest one  one-thousandth  of a Preferred  Share or
one  hundred-thousandth  of any  other  share or  security,  as the case may be.
Notwithstanding  the  first  sentence  of this  Section  11(e),  any  adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
(3) years from the date of the  transaction  which  mandates such  adjustment or
(ii) the Final Expiration Date.

               (f) If, as a result of an  adjustment  made  pursuant  to Section
11(a)(ii) or 13(a) hereof,  the holder of any Right  thereafter  exercised shall
become entitled to receive any shares of capital stock of the Company other than
Preferred  Shares,  thereafter  the number of other  shares so  receivable  upon
exercise  of any Right  shall be  subject to  adjustment  from time to time in a
manner and on terms as nearly  equivalent as practicable to the provisions  with
respect to the Preferred Shares contained in this Section 11, and the provisions
of  Sections  7, 9, 10, 13 and 14 hereof with  respect to the  Preferred  Shares
shall apply on like terms to any such other shares.

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

               (h) Unless the  Company  shall have  exercised  its  election  as
provided in Section 11(i) hereof,  upon each adjustment of the Purchase Price as
a result of the calculations made in Sections 11(b) and 11(c) hereof, each Right
outstanding  immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the Purchase Price, as adjusted,  that number
of one  one-thousandths  of a  Preferred  Share  (calculated  to the nearest one
hundred-thousandth  of a Preferred  Share)  obtained by (i)  multiplying (A) the
number  of  Preferred  Shares  covered  by a  Right  immediately  prior  to this
adjustment of the Purchase Price by (B) the Purchase Price in effect immediately
prior to such  adjustment of the Purchase Price and (ii) dividing the product so
obtained by the Purchase Price in effect  immediately  after such  adjustment of
the Purchase Price.

               (i) The Company may elect on or after the date of any  adjustment
of the Purchase Price to adjust the number of Rights,  in lieu of any adjustment
in the number of one  one-thousandths  of a Preferred Share purchasable upon the
exercise of a Right. Each of the Rights outstanding after such adjustment of the
number of Rights shall be exercisable for the number of one one-thousandths of a
Preferred  Share  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 Right  Certificates  have
been  issued,  shall be at least ten (10) days later than the date of the public
announcement.  If Right  Certificates have been issued,  upon each adjustment of
the number of Rights  pursuant to this  Section  11(i),  the Company  shall,  as
promptly as  practicable,  cause to be distributed to holders of record of Right
Certificates  on such  record  date Right  Certificates  evidencing,  subject to
Section 14 hereof, the additional Rights to which such holders shall be entitled
as a result of such adjustment, or, at the option of the Company, shall cause to
be distributed to such holders of record in substitution and replacement for the
Right  Certificates  held by such holders prior to the date of  adjustment,  and
upon  surrender  thereof,  if required by the  Company,  new Right  Certificates
evidencing  all the Rights to which such  holders  shall be entitled  after such
adjustment.  Right  Certificates so to be distributed shall be issued,  executed
and  countersigned  in the manner provided for herein and shall be registered in
the names of the  holders of record of Right  Certificates  on the  record  date
specified in the public announcement.

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

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

               (1) 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-thousandths of a Preferred Share,  Common Shares or other
securities  of the Company,  if any,  issuable upon such exercise over and above
the number of one  one-thousandths of a Preferred Share,  Common Shares or other
securities  of the Company,  if any,  issuable upon exercise on the basis of the
Purchase Price in effect prior to such adjustment;  provided,  however, that the
Company shall deliver to such holder a due bill or other appropriate  instrument
evidencing  such  holder's  right to receive  such  additional  shares  upon the
occurrence of the event requiring such adjustment.

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

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

               (o) The Company covenants and agrees that, after the Distribution
Date,  it will not,  except as  permitted  by Section 23 or 27 hereof,  take (or
permit any  Subsidiary  to take) any action the purpose of which is to, or if at
the time such action is taken it is  reasonably  foreseeable  that the effect of
such action is to,  materially  diminish or  otherwise  eliminate  the  benefits
intended to be afforded by the Rights.

               (p) The exercise of Rights under Section  11(a)(ii)  hereof shall
only result in the  reduction of rights under  Section  11(a)(ii)  hereof to the
extent so exercised and shall not otherwise affect the rights represented by the
Rights under this  Agreement,  including  the rights  represented  by Section 13
hereof.
               SECTION 12.  Certificate of Adjusted  Purchase Price or Number of
Shares.  Whenever an  adjustment is made as provided in Section 11 or 13 hereof,
the  Company  shall  promptly  (a)  prepare a  certificate  setting  forth  such
adjustment,  and a brief statement of the facts  accounting for such adjustment,
(b) file  with the  Rights  Agent and with each  transfer  agent for the  Common
Shares and the Preferred  Shares a copy of such certificate and (c) mail a brief
summary thereof to each holder of a Right Certificate in accordance with Section
26 hereof.  The Rights  Agent  shall be fully  protected  in relying on any such
certificate and on any adjustment  therein  contained and shall not be deemed to
have knowledge of such  adjustment  unless and until it shall have received such
certificate.

               SECTION 13.  Consolidation,  Merger or Sale or Transfer of Assets
or Earning Power. (a) In the event that, on or following the Shares  Acquisition
Date,  directly or indirectly,  (i) the Company shall consolidate with, or merge
with and into, any Interested Stockholder or, if in such merger or consolidation
all holders of Common Shares are not treated alike,  any other Person,  (ii) the
Company shall consolidate with, or merge with, any Interested Stockholder or, if
in such merger or  consolidation  all  holders of Common  Shares are not treated
alike,  any other Person,  and the Company shall be the  continuing or surviving
corporation  of such  consolidation  or  merger  (other  than,  in a case of any
transaction  described  in clause (i) or (ii)  above of this  Section  13(a),  a
merger or  consolidation  which would result in all of the securities  generally
entitled  to vote in the  election of  directors  ("voting  securities")  of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining  outstanding or by being  converted  into  securities of the surviving
entity) all of the voting  securities  of the Company or such  surviving  entity
outstanding  immediately after such merger or consolidation and the holders (and
relative  percentage holdings of each such holder) of such securities not having
changed as a result of such merger or consolidation), or (iii) 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  Interested
Stockholder or Interested Stockholders or, if in such transaction all holders of
Common Shares are not treated alike,  any other Person,  (other than the Company
or any Subsidiary of the Company in one or more  transactions each of which does
not  violate  Section  11(o)  hereof),  then,  and in each such case  (except as
provided in Section 13(d) hereof),  proper  provision  shall be made so that (A)
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 a price equal
to the then  current  Purchase  Price,  in  accordance  with  the  terms of this
Agreement and in lieu of Preferred Shares, such number of freely tradable Common
Shares of the  Principal  Party (as  hereinafter  defined),  not  subject to any
liens,  encumbrances,  rights of first refusal or other adverse claims, as shall
equal the result obtained by (1) multiplying the then current  Purchase Price by
the number of one one-thousandths of a Preferred Share for which a Right is then
exercisable (without taking into account any adjustment previously made pursuant
to Section  11(a)(ii)  hereof) and dividing  that product by (2) 50% of the then
current per share  market  price of the Common  Shares of such  Principal  Party
(determined  pursuant to Section  11(d) hereof) on the date of  consummation  of
such Section 13 Event;  (B) 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;  (C) 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;  and (D)
such Principal Party shall take such steps  (including,  but not limited to, the
reservation of a sufficient  number of its Common Shares) 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 the Common Shares thereafter deliverable upon the exercise of
the Rights.

               (b)    "Principal Party" shall mean

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

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

provided,  however, that in any of the foregoing cases, (1) if the Common Shares
of such  Person are not at such time,  and have 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 Shares of which are and have been so registered,  "Principal Party" shall
refer to such other Person; (2) in case such Person is a Subsidiary, directly or
indirectly,  of more than one Person,  the Common Shares 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  Shares  having the greatest  aggregate
market value; and (3) in case such Person is owned, directly or indirectly, by a
joint  venture  formed by two or more  Persons  that are not owned,  directly or
indirectly, by the same Person, the rules set forth in clauses (1) and (2) above
of this Section  13(b) shall apply to each of the chains of ownership  having an
interest in such joint venture as if such party were a  "Subsidiary"  of both or
all of such joint venturers,  and the Principal Parties in each such chain shall
bear the  obligations  set forth in this  Section  13 in the same ratio as their
direct or indirect interests in such Person bear to the total of such interests.
               (c) The  Company  shall not  consummate  any such  consolidation,
merger,  sale or transfer  unless the  Principal  Party shall have a  sufficient
number of its  authorized  Common  Shares 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 Sections 13(a) and 13(b) hereof and further
providing  that,  as soon as  practicable  after the date of any  consolidation,
merger,  sale or transfer mentioned in Section 13(a) hereof, the Principal Party
at its own expense shall:

                      (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 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
        Final Expiration Date;

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

                      (iii)   deliver  to  holders  of  the  Rights   historical
        financial  statements  for  the  Principal  Party  which  comply  in all
        respects with the  requirements  for  registration  on Form 10 under the
        Exchange Act.

               The  provisions  of this  Section  13  shall  similarly  apply to
successive  mergers or  consolidations  or sales or other transfers.  The rights
under this Section 13 shall be in addition to the rights to exercise  Rights and
adjustments  under  Section  11(a)(ii)  hereof and shall  survive  any  exercise
thereof.

               (d)  Notwithstanding  anything in this Agreement to the contrary,
the  provisions  of this  Section 13 shall not be  applicable  to a  transaction
described in clause (i) or (ii) of Section 13(a) hereof if (A) such  transaction
is consummated with a Person or Persons who acquired Common Shares pursuant to a
Permitted  Offer (or a wholly owned  Subsidiary  of any such Person or Persons),
(B) the price per Common Share offered in such  transaction is not less than the
price per Common  Share paid to all holders of Common  Shares  whose shares were
purchased  pursuant to such Permitted  Offer,  and (C) the form of consideration
offered  in such  transaction  is the  same as the  form of  consideration  paid
pursuant to such Permitted  Offer.  Upon  consummation  of any such  transaction
contemplated by this Section 13(d), all Rights hereunder shall expire.

                 SECTION 14.  Fractional Rights and Fractional Shares.  (a)  The
Company  shall not be required  to issue  fractions  of Rights or to  distribute
Right Certificates which evidence  fractional Rights. In lieu of such fractional
Rights,  there shall be paid to the registered holders of the Right Certificates
with regard to which such  fractional  Rights would  otherwise  be issuable,  an
amount in cash equal to the same fraction of the current market value of a whole
Right.  For the purposes of this Section  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 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,  selected by the Board,  making a market in the Rights.  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  shall be
used.

               (b) The  Company  shall not be  required  to issue  fractions  of
Preferred Shares (other than fractions which are one one-thousandths or integral
multiples  of one  one-thousandth  of a Preferred  Share)  upon  exercise of the
Rights or to distribute  certificates which evidence fractional Preferred Shares
(other than fractions which are one one-thousandths or integral multiples of one
one-thousandth of a Preferred Share).  Fractions of Preferred Shares in integral
multiples of one one-thousandth of a Preferred Share may, at the election of the
Company,  be  evidenced  by  depositary  receipts,  pursuant  to an  appropriate
agreement  between the Company and a depositary  selected by it,  provided  that
such agreement shall provide that the holders of such depositary  receipts shall
have the  rights,  privileges  and  preferences  to which they are  entitled  as
beneficial  owners  of the  Preferred  Shares  represented  by  such  depositary
receipts.   In  lieu  of   fractional   Preferred   Shares   that  are  not  one
one-thousandths  or  integral  multiples  of one  one-thousandth  of a Preferred
Share, the Company shall pay to the registered  holders of Right Certificates at
the time such Rights are exercised as herein provided an amount in cash equal to
the same fraction of the current  market value of one Preferred  Share.  For the
purposes of this Section 14(b),  the current  market value of a Preferred  Share
shall be the  closing  price of a  Preferred  Share (as  determined  pursuant to
Section  11(d)(ii)  hereof) for the Trading Day immediately prior to the date of
such exercise.

               (c) Following the occurrence of one of the transactions or events
specified  in  Section  11 hereof  giving  rise to the right to  receive  Common
Shares,  capital  stock  equivalents  (other  than  Preferred  Shares)  or other
securities  upon the exercise of a Right,  the Company  shall not be required to
issue  fractions  of  shares  or  units of such  Common  Shares,  capital  stock
equivalents  or other  securities  upon  exercise of the Rights or to distribute
certificates  which  evidence  fractions of such Common  Shares,  capital  stock
equivalents or other  securities.  In lieu of fractional shares or units of such
Common Shares,  capital stock equivalents or other  securities,  the Company may
pay to the registered  holders of Right Certificates at the time such Rights are
exercised as herein provided an amount in cash equal to the same fraction of the
current  market value of a share or unit of such Common  Shares,  capital  stock
equivalents or other securities. For purposes of this Section 14(c), the current
market value shall be determined in the manner set forth in Section 11(d) hereof
for the Trading Day immediately  prior to the date of such exercise and, if such
capital stock equivalent is not traded, each such capital stock equivalent shall
have the value of one one-thousandth of a Preferred Share.

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

                 SECTION 15.  Rights of Action.  All rights of action in respect
of this  Agreement,  excepting  the rights of action  given to the Rights  Agent
under Section 18 hereof, are vested in the respective  registered holders of the
Right  Certificates (and, prior to the Distribution Date, the registered holders
of the Common Shares);  and any registered  holder of any Right Certificate (or,
prior to the  Distribution  Date, of the Common Shares),  without the consent of
the Rights Agent or of the holder of any other Right  Certificate  (or, prior to
the Distribution Date, of the Common Shares), may, in his own behalf and for his
own  benefit,  enforce,  and may  institute  and  maintain  any suit,  action or
proceeding  against the Company to enforce,  or otherwise act in respect of, his
right to exercise the Rights  evidenced by such Right  Certificate in the manner
provided in such Right  Certificate and in this Agreement.  Without limiting the
foregoing or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and will be entitled to specific performance of
the  obligations  under,  and  injunctive  relief  against  actual or threatened
violations of the obligations of any Person subject to, this Agreement.

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

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

               (b) after the  Distribution  Date,  the  Right  Certificates  are
transferable  only on the registry  books of the Rights Agent if  surrendered at
the principal office or offices of the Rights Agent designated for such purpose,
duly  endorsed or  accompanied  by a proper  instrument of transfer and with the
appropriate form fully executed;

               (c)  subject to Sections 6 and 7(f)  hereof,  the Company and the
Rights  Agent may deem and treat the person in whose name the Right  Certificate
(or, prior to the Distribution  Date, the associated Common Shares  certificate)
is registered as the absolute owner thereof and of the Rights evidenced  thereby
(notwithstanding  any notations of ownership or writing on the Right Certificate
or the  associated  Common  Shares  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

               (d)  notwithstanding  anything in this Agreement to the contrary,
neither the Company nor the Rights Agent shall have any  liability to any holder
of a Right or a  beneficial  interest in a Right or other  Person as a result of
its inability to perform any of its  obligations  under this Agreement by reason
of any  preliminary  or permanent  injunction  or other order,  decree or ruling
issued by a court of competent jurisdiction or by a governmental,  regulatory or
administrative  agency  or  commission,  or any  statute,  rule,  regulation  or
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.

                SECTION 17.  Right Certificate  Holder Not Deemed a Stockholder.
No holder, as such, of any Right Certificate shall be entitled to vote,  receive
dividends or be deemed for any purpose the holder of the Preferred Shares 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 Right  Certificate be construed to confer upon the holder of any Right
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 other distributions, or to exercise any preemptive or subscription rights, or
otherwise,  until the Right or Rights evidenced by such Right  Certificate shall
have been exercised in accordance with the provisions hereof.

                SECTION 18.  Concerning the  Rights Agent.  The  Company  agrees
to pay to the Rights Agent reasonable  compensation for all services rendered by
it  hereunder  and,  from  time to time,  on  demand of the  Rights  Agent,  its
reasonable  expenses  and counsel fees and other  disbursements  incurred in the
administration  and execution of this Agreement and the exercise and performance
of its duties  hereunder.  The Company also agrees to indemnify the Rights Agent
for, and to hold it harmless against, any loss, liability, or expense,  incurred
without  negligence,  bad faith or willful  misconduct on the part of the Rights
Agent,  for anything done or omitted by the Rights Agent in connection  with the
acceptance  and  administration  of this  Agreement,  including  the  costs  and
expenses of defending against any claim of liability in the premises.

               The Rights Agent shall be protected  and shall incur no liability
for, or in respect of any action taken,  suffered or omitted by it in connection
with,  its   administration  of  this  Agreement  in  reliance  upon  any  Right
Certificate  or  certificate  for Common  Shares or for other  securities of the
Company,  instrument of assignment or transfer, power of attorney,  endorsement,
affidavit, letter, notice, direction, consent, certificate,  statement, or other
paper or document  believed by it to be genuine and to be signed,  executed and,
where necessary, verified or acknowledged by the proper Person or Persons.

               SECTION 19. Merger or  Consolidation  or Change of Name of Rights
Agent. Any corporation into which the Rights Agent or any successor Rights Agent
may be merged or with which it may be consolidated, or any corporation resulting
from any  merger or  consolidation  to which the Rights  Agent or any  successor
Rights  Agent  shall be a party,  or any  corporation  succeeding  to the  stock
transfer or all or  substantially  all of the  corporate  trust  business of the
Rights Agent or any successor Rights Agent, shall be the successor to the Rights
Agent under this  Agreement  without the execution or filing of any paper or any
further  act on the  part of any of the  parties  hereto,  provided,  that  such
corporation  would be eligible for appointment as a successor Rights Agent under
the provisions of Section 21 hereof.  In case at the time such successor  Rights
Agent shall succeed to the agency  created by this  Agreement,  any of the Right
Certificates shall have been countersigned but not delivered, any such successor
Rights Agent may adopt the  countersignature  of a predecessor  Rights Agent and
deliver such Right  Certificates so countersigned,  and in case at that time any
of the  Right  Certificates  shall not have been  countersigned,  any  successor
Rights Agent may countersign such Right  Certificates  either in the name of the
predecessor or in the name of the successor Rights Agent. In all such cases such
Right  Certificates shall have the full force provided in the Right Certificates
and in this Agreement.

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

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

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

               (b)  Whenever  in  the  performance  of  its  duties  under  this
Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter (including,  without limitation, the identity of any Acquiring Person and
the  determination  of the current per share  market  price of any  Security) be
proved or  established  by the Company  prior to taking or suffering  any action
hereunder,  such fact or matter  (unless  other  evidence in respect  thereof be
herein  specifically  prescribed)  may be deemed to be  conclusively  proved and
established by a certificate signed by any one of the Chairman of the Board, the
Chief Executive Officer, the President, any Vice President, the Treasurer or the
Secretary of the Company and delivered to the Rights Agent; and such certificate
shall be full authorization to the Rights Agent for any action taken or suffered
in good faith by it under the provisions of this Agreement in reliance upon such
certificate.

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

               (d) The Rights  Agent  shall not be liable  for, or by reason of,
any of the statements of fact or recitals  contained in this Agreement or in the
Right   Certificates   or  be   required   to  verify  the  same   (except   its
countersignature  thereof).  All such  statements and recitals are, and shall be
deemed to have been made, by the Company only.

               (e) The Rights  Agent  shall not be under any  responsibility  in
respect of the validity of this  Agreement or the execution and delivery  hereof
(except  the due  execution  hereof by the  Rights  Agent) or in  respect of the
validity or  execution  of any Right  Certificate  (except its  countersignature
thereof);  nor shall it be  responsible  for any  breach by the  Company  of any
covenant or condition  contained in this Agreement or in any Rights Certificate;
nor shall it be responsible for any adjustment  required under the provisions of
Section 11 or 13 hereof or responsible  for the manner,  method or amount of any
such adjustment or the ascertaining of the existence of facts that would require
any such adjustment  (except with respect to the exercise of Rights evidenced by
Right  Certificates  after  receipt of the  certificate  described in Section 12
hereof);  nor shall it by any act hereunder be deemed to make any representation
or warranty as to the  authorization  or reservation of any Preferred  Shares or
Common Shares or other securities to be issued pursuant to this Agreement or any
Right  Certificate  or as to whether any  Preferred  Shares or Common  Shares or
other securities will, when issued, be validly authorized and issued, fully paid
and  nonassessable;  nor  shall  it be under  any  duty to make any  independent
investigation  or  determination  of the identity of any Acquiring Person or any
Affiliate or Associate thereof, but shall be entitled to rely, in the absence of
instructions  identifying any such Person, on representations made by holders of
Right Certificates.

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

               (g) The Rights Agent is hereby  authorized and directed to accept
instructions  with respect to the  performance of its duties  hereunder from any
one of the Chairman of the Board,  the Chief Executive  Officer,  the President,
any Vice President,  the Treasurer or the Secretary of the Company, and to apply
to such officers for advice or instructions  in connection with its duties,  and
shall not be liable  for any  action  taken or  suffered  by it in good faith in
accordance with instructions of any such officer.

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

               (i) The Rights  Agent may execute and  exercise any of the rights
or powers hereby vested in it or perform any duty hereunder  either itself or by
or through its attorneys or agents, and the Rights Agent shall not be answerable
or accountable for any act, 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 thereof.

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

               (k) If, with respect to any Right Certificates 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 not been
completed,  the Rights  Agent shall not take any further  action with respect to
such requested exercise of transfer without first consulting with the Company.

                 SECTION 21.  Change of Rights Agent. The  Rights  Agent or  any
successor  Rights Agent may resign and be discharged  from its duties under this
Agreement  upon thirty (30) days' notice in writing mailed to the Company and to
each transfer  agent of the  Preferred  Shares or Common Shares by registered or
certified  mail,  and to the holders of the Right  Certificates  by  first-class
mail. The Company may remove the Rights Agent or any successor Rights Agent upon
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 Preferred
Shares or Common Shares by registered or certified  mail,  and to holders of the
Right  Certificates by first-class  mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall appoint
a  successor  to the  Rights  Agent.  If the  Company  shall  fail to make  such
appointment  within a period of 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
Right Certificate (who shall, with such notice, submit his Right Certificate for
inspection by the Company),  then the registered holder of any Right Certificate
may apply to any court of competent  jurisdiction  for the  appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be a corporation organized and doing business under the laws
of the United States or of the State of Iowa,  New York or the  Commonwealth  of
Massachusetts  (or of any  other  state  of the  United  States  so long as such
corporation  is authorized to do business as a banking  institution in the State
of Iowa, New York or the Commonwealth of Massachusetts), in good standing, which
is  authorized  under such laws to exercise  corporate  trust or stock  transfer
powers  and is  subject  to  supervision  or  examination  by  federal  or state
authority  and  which  has at the  time of its  appointment  as  Rights  Agent a
combined capital and surplus of at least  $50,000,000.  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  Preferred  Shares or Common  Shares and mail a
notice thereof in writing to the registered  holders of the Right  Certificates.
Failure to give any notice  provided  for in this  Section 21,  however,  or any
defect therein,  shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor Rights Agent, as
the case may be.

                 SECTION 22. Issuance of New Right Certificates. Notwithstanding
any of the  provisions of this  Agreement or of the Rights to the contrary,  the
Company may, at its option,  issue new Right  Certificates  evidencing Rights in
such form as may be approved by the Board 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 Right Certificates made in accordance with the
provisions of this Agreement.

               In addition,  in  connection  with the issuance or sale of Common
Shares  following  the  Distribution  Date  and  prior  to the  earliest  of the
Redemption Date, the Final Expiration Date and the consummation of a transaction
contemplated  by Section  13(d) hereof,  the Company (a) shall,  with respect to
Common  Shares so issued or sold  pursuant to the  exercise of stock  options or
under any employee  plan or  arrangement,  or upon the  exercise,  conversion or
exchange of securities,  notes or debentures issued by the Company, and (b) may,
in any other case, if deemed necessary or appropriate by the Board,  issue Right
Certificates  representing  the appropriate  number of Rights in connection with
such issuance or sale;  provided,  however,  that no Right Certificates shall be
issued if, and to the extent that,  appropriate  adjustment shall otherwise have
been made in lieu of the issuance thereof.

                 SECTION 23. Redemption and Termination. (a) (i)  The Board may,
at its option,  redeem all but not less than all, of the then outstanding Rights
at a redemption  price of  one-third of a cent per Right,  as such amount may be
appropriately  adjusted to reflect any stock  split,  stock  dividend or similar
transaction  occurring  after  the date  hereof  (such  redemption  price  being
hereinafter  referred to as the  "Redemption  Price"),  at any time prior to the
earlier  of (A) the  occurrence  of a Section  11(a)(ii)  Event or (B) the Final
Expiration  Date, and the Company may, at its option,  pay the Redemption  Price
either in Common  Shares  (based on the  "current per share  market  price",  as
defined in Section 11(d) hereof, of the Common Shares at the time of redemption)
or cash;  provided,  however,  that if the Company  elects to pay the Redemption
Price in  Common  Shares,  the  Company  shall  not be  required  to  issue  any
fractional  Common  Shares,  and the number of Common  Shares  issuable  to each
holder of Rights shall be rounded down to the next whole share.

               (ii) In  addition,  the Board  may,  at its  option,  at any time
following a Shares  Acquisition  Date but prior to any  Section 13 Event  redeem
all,  but not less than all, of the then  outstanding  Rights at the  Redemption
Price (x) in connection with any merger, consolidation or sale or other transfer
(in one transaction or in a series of related transactions) of assets or earning
power  aggregating  50% or more of the earning power of the  Corporation and its
subsidiaries  (taken as a whole) (A) in which all  holders of Common  Shares are
treated  alike and (B) not  involving  (other than as a holder of Common  Shares
being treated like all other such holders) an Interested Stockholder,  or (y)(A)
if and for so long as the  Acquiring  Person is not  thereafter  the  Beneficial
Owner of 10% or more of the Common Shares,  and (B) at the time of redemption no
other Persons are Acquiring Persons.

               (b) In the case of a redemption  permitted under Section 23(a)(i)
hereof,  immediately upon the date for redemption set forth in (or determined in
the manner  specified in) a resolution of the Board  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. In the case of
a redemption  permitted only under Section 23(a)(ii)  hereof,  evidence of which
shall have been filed with the Rights  Agent,  the right to exercise  the Rights
will terminate and represent only the right to receive the Redemption Price upon
the  later of ten (10)  Business  Days  following  the  giving  of notice or the
expiration of any period during which the rights under Section  11(a)(ii) hereof
may be  exercised.  The Company  shall  promptly  give public notice of any such
redemption;  provided,  however, that the failure to give, or any defect in, any
such notice  shall not affect the validity of such  redemption.  Within ten (10)
days  after  such date for  redemption  set forth in a  resolution  of the Board
ordering  the  redemption  of the  Rights,  the  Company  shall mail a notice of
redemption  to all the  holders  of the then  outstanding  Rights at their  last
addresses as they appear upon the  registry  books of the Rights Agent or, prior
to the  Distribution  Date, on the registry  books of the transfer agent for the
Common Shares. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice of
redemption  will state the method by which the payment of the  Redemption  Price
will be made.  Neither the Company nor any of its  Affiliates or Associates  may
redeem, acquire or purchase for value any Rights at any time in any manner other
than that specifically set forth in this Section 23 and other than in connection
with the purchase of Common Shares prior to the Distribution Date.

               (c) In the case of a redemption  permitted under Section 23(a)(i)
hereof,  the Company may, at its option,  discharge all of its obligations  with
respect to the Rights by (i) issuing a press  release  announcing  the manner of
redemption  of the Rights in  accordance  with this  Agreement  and (ii) mailing
payment of the Redemption Price to the registered holders of the Rights at their
last  addresses  as they appear on the  registry  books of the Rights  Agent or,
prior to the  Distribution  Date, on the registry books of the Transfer Agent of
the  Common  Shares,  and upon such  action,  all  outstanding  Rights and Right
Certificates shall be null and void without any further action by the Company.

                 SECTION 24.  Exchange.  (a) The Board may,  at its  option,  at
any time after the time that any Person  becomes an Acquiring  Person,  exchange
all or part of the then  outstanding  and  exercisable  Rights  (which shall not
include Rights that have become void pursuant to the provisions of Sections 7(e)
and 11(a)(ii)  hereof) for Common Shares of the Company at an exchange  ratio of
one Common Share per Right,  appropriately  adjusted to reflect any stock split,
stock dividend or similar transaction  involving either the Common Shares or the
Preferred  Shares  occurring  after the date hereof (such  exchange  ratio being
hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing,
the Board shall not be empowered  to effect such  exchange at any time after any
Person  (other than the Company,  any  Subsidiary  of the Company,  any employee
benefit plan of the Company or any such  Subsidiary,  any entity  holding Common
Shares  for or  pursuant  to  the  terms  of  any  such  plan  or  any  trustee,
administrator  or fiduciary of such a plan),  together with all  Affiliates  and
Associates of such Person,  becomes the  Beneficial  Owner of 50% or more of the
Common Shares then outstanding.

               (b)  Immediately  upon  the  action  of the  Board  ordering  the
exchange of any Rights  pursuant to Section 24(a) hereof and without any further
action and without any notice, the right to exercise such Rights shall terminate
and the only  right  thereafter  of a holder  of such  Rights  (which  shall not
include  Rights that become void pursuant to the  provisions of Section 7(e) and
11(a)(ii)  hereof) shall be to receive that number of Common Shares equal to the
number of such rights held by such holder  multiplied by the Exchange Ratio. The
Company  shall  promptly  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 shall promptly mail a notice
of any  such  exchange  to all of the  holders  of such  Rights  at  their  last
addresses as they appear upon the registry books of the Rights Agent. Any notice
which is mailed in the manner herein provided shall be deemed given,  whether or
not the holder receives the notice.  Each such notice of exchange will state the
method by which the  exchange  of the Common  Shares for Rights will be effected
and, in the event of any partial  exchange,  the number of Rights  which will be
exchanged.  Any partial  exchange shall be effected pro rata based on the number
of Rights (other than Rights which have become void  pursuant to the  provisions
of Sections 7(e) and 11(a)(ii) hereof) held by each holder of Rights.

               (c) In any exchange pursuant to this Section 24, the Company,  at
its option, may substitute  Preferred Shares (or equivalent preferred shares, as
such term is  defined  in Section  11(b)  hereof)  for some or all of the Common
Shares  exchangeable  for Rights,  at the initial  rate of  one-thousandth  of a
Preferred  Share (or  equivalent  preferred  share) for each  Common  Share,  as
appropriately  adjusted  to  reflect  adjustments  in the  voting  rights of the
Preferred  Shares  pursuant  to the terms  thereof,  so that the  fraction  of a
Preferred  Share  delivered  in lieu of each  Common  Share  shall have the same
voting rights as one Common Share.

               (d) The  Board  shall  not  authorize  any  exchange  transaction
referred  to in  Section  24(a)  hereof  unless  at the time  such  exchange  is
authorized  there shall be sufficient  Common Shares or Preferred  Shares issued
but not  outstanding,  or  authorized  but  unissued,  to permit the exchange of
Rights as contemplated in accordance with this Section 24.

                 SECTION 25.  Notice of Certain Events.  (a) In case the Company
shall  propose  (i) to pay any  dividend  payable  in stock of any  class to the
holders of its Preferred Shares or to make any other distribution to the holders
of its Preferred Shares (other than a regularly  quarterly cash dividend),  (ii)
to offer to the holders of its Preferred  Shares rights or warrants to subscribe
for or to purchase  any  additional  Preferred  Shares or shares of stock of any
class  or  any  other  securities,  rights  or  options,  (iii)  to  effect  any
reclassification   of  its  Preferred  Shares  (other  than  a  reclassification
involving only the subdivision of outstanding  Preferred Shares), (iv) to effect
any  consolidation  or  merger  into or with  any  other  Person  (other  than a
Subsidiary of the Company in a transaction  which does not violate 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 or  more
transactions,  of 50% or more of the assets or earning  power of the Company and
its  Subsidiaries  (taken as a whole) to any other Person or Persons (other than
the Company and/or any of its Subsidiaries in one or more  transactions  each of
which does not violate Section 11(o) hereof),  or (v) to effect the liquidation,
dissolution  or winding up of the Company,  then, in each such case, the Company
shall give to each holder of a Right Certificate,  in accordance with Section 26
hereof,  a notice of such  proposed  action to the  extent  feasible  and file a
certificate with the Rights Agent to that effect, which shall specify the record
date for the  purposes  of such  stock  dividend  or  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 Preferred  Shares,  if any
such  date is to be  fixed.  Such  notice  shall  be so given in the case of any
action covered by clause (i) or (ii) above of this Section 25(a) at least twenty
(20) days  prior to the record  date for  determining  holders of the  Preferred
Shares 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  Preferred  Shares,
whichever shall be the earlier.

               (b) In case of a Section  11(a)(ii)  Event,  then (i) the Company
shall  as  soon  as  practicable  thereafter  give  to  each  holder  of a Right
Certificate, in accordance with Section 26 hereof, a notice of the occurrence of
such event,  which notice shall describe such event and the consequences of such
event  to  holders  of  Rights  under  Section  11(a)(ii)  hereof  and  (ii) all
references  in the foregoing  Section 25(a) to Preferred  Shares shall be deemed
thereafter  to  refer  also,  if  appropriate,   to  Common  Shares  and/or,  if
appropriate, other securities of the Company.

                 SECTION 26.   Notices.  Notices  or demands  authorized by this
Agreement  to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently  given or made if sent by
first-class mail, postage prepaid, and addressed (until another address is filed
in writing with the Rights Agent) as follows:


                             Pioneer Hi-Bred International, Inc.
                             700 Capital Square
                             400 Locust Street
                             Des Moines, Iowa 50309
                             Attention:   Corporate Secretary

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


                             The First National Bank of Boston
                             P.O. Box 1865
                             Boston, Massachusetts  02105
                             Attention: Shareholders Services Division

               Notices or demands  authorized  by this  Agreement to be given or
made by the Company or the Rights  Agent to the holder of any Right  Certificate
or,  if  prior  to  the  Distribution   Date,  to  the  holder  of  certificates
representing  Common  Shares,  shall  be  sufficiently  given or made if sent by
first-class mail,  postage prepaid,  and addressed to such holder at the address
of such holder as shown on the registry books of the Company.

                 SECTION 27.    Supplements  and  Amendments.    Prior  to  the
Distribution  Date,  the Company and the Rights Agent  shall,  if the Company so
directs, supplement or amend any provision of this Agreement, including, without
limitation,  the modification of the Trigger Amount, without the approval of any
holders  of  certificates   representing  Common  Shares.  From  and  after  the
Distribution  Date,  the Company and the Rights Agent  shall,  if the Company so
directs, supplement or amend this Agreement, without the approval of any holders
of Right  Certificates  in order (i) to cure any  ambiguity,  (ii) to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provisions  herein,  (iii) to shorten or lengthen any time period
hereunder,  or (iv) to change or  supplement  the  provisions  hereunder  in any
manner which the Company may deem  necessary  or  desirable  and which shall not
adversely affect the interests of the holders of Right Certificates  (other than
an Acquiring Person or an Affiliate or Associate  thereof);  provided,  however,
that this Agreement may not be supplemented or amended to lengthen,  pursuant to
clause (iii) of this sentence, (A) a time period relating to when the Rights may
be redeemed at such time as the Rights are not then redeemable, or (B) any other
time period unless such lengthening is for the purpose of protecting,  enhancing
or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon
the delivery of a certificate  from an appropriate  officer of the Company which
states that the proposed supplement or amendment is in compliance with the terms
of this Section 27, the Rights Agent shall execute such supplement or amendment,
provided that such supplement or amendment does not adversely  affect the rights
or  obligations  of the Rights Agent under  Section 18 or 20 of this  Agreement.
Prior to the Distribution  Date, the interests of the holders of Rights shall be
deemed coincident with the interests of the holders of Common Shares.

                 SECTION 28.   Determination  and  Actions by  the  Board,  etc.
The Board  shall have the  exclusive  power and  authority  to  administer  this
Agreement  and to  exercise  all rights and powers  specifically  granted to the
Board, or the Company, or as may be necessary or advisable in the administration
of this Agreement,  including,  without  limitation,  the right and power to (i)
interpret the  provisions of this  Agreement,  and (ii) make all  determinations
deemed  necessary  or  advisable  for  the   administration  of  this  Agreement
(including,  without  limitation,  a  determination  to redeem or not redeem the
Rights or to amend this Agreement and whether any proposed  amendment  adversely
affects the interests of the holders of Right Certificates). For all purposes of
this  Agreement,  any  calculation  of the  number  of  Common  Shares  or other
securities  outstanding  at any  particular  time,  including  for  purposes  of
determining the particular  percentage of such outstanding  Common Shares or any
other securities of which any Person is the Beneficial  Owner,  shall be made in
accordance  with the last sentence of Rule  13d-3(d)(1)(i)  of the General Rules
and  Regulations  under  the  Exchange  Act as in  effect  on the  date  of this
Agreement.  All such actions,  calculations,  interpretations and determinations
(including,  for purposes of clause (y) below, all omissions with respect to the
foregoing)  which  are done or made by the  Board in good  faith,  shall  (x) be
final,  conclusive and binding on the Company,  the Rights Agent, the holders of
the Right  Certificates and all other parties,  and (y) not subject the Board to
any liability to the holders of the Right Certificates.

                SECTION 29.  Successors.  All  the  covenants and  provisions of
this  Agreement  by or for the benefit of the Company or the Rights  Agent shall
bind and  inure  to the  benefit  of their  respective  successors  and  assigns
hereunder.

                 SECTION 30.  Benefits of this Agreement.  This Agreement  shall
be for the sole and exclusive  benefit of the Company,  the Rights Agent and the
registered  holders of the Right  Certificates  (and,  prior to the Distribution
Date, the Common  Shares),  and nothing in this Agreement  shall be construed to
give to any Person other than the Company,  the Rights Agent and the  registered
holders of the Right  Certificates  (and,  prior to the  Distribution  Date, the
Common  Shares)  any  legal or  equitable  right,  remedy  or claim  under  this
Agreement.

                SECTION 31.  Severability.  If  any  term,  provision,  covenant
or restriction of this Agreement is held by a court of competent jurisdiction or
other  authority  to be invalid,  void or  unenforceable,  the  remainder of the
terms, provisions,  covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

                 SECTION 32.   Governing Law.   This Agreement,  each Right and 
each Right  Certificate  issued  hereunder shall be deemed to be a contract made
under the laws of the State of Iowa 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.

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



<PAGE>


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

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


                                            PIONEER HI-BRED INTERNATIONAL, INC.

                                            By:  /s/ Charles S. Johnson
                                                 ----------------------
                                     Name:      Charles S. Johnson
                                     Title:     President and Chief
                                                Executive Officer


                                            By:  /s/ Jerry Chicoine
                                                 -------------------
                                      Name:     Jerry Chicoine
                                     Title:     Senior Vice President and
                                                Chief Financial Officer

                                            THE FIRST NATIONAL BANK OF BOSTON,
                                            the Rights Agent

                                            By: /s/ Laura Welch
                                                -------------------
                                      Name:         Laura Welch
                                     Title:         Administrative Manager
                                         


<PAGE>



                                       EXHIBIT A

                             Form of Articles of Amendment
                                        of the
                 Second Restated and Amended Articles of Incorporation
                                          of
                          Pioneer Hi-Bred International, Inc.



To the Secretary of State of the State of Iowa:

             Pursuant to the provisions of Section 490.1006 of the Iowa Business
Corporation Act, the undersigned  corporation  hereby amends its Second Restated
and Amended Articles of Incorporation (the "Articles of Incorporation"), and for
that purpose, submits the following statement:

            1.     The name of the corporation is Pioneer Hi-Bred International,
                   Inc. (the "Corporation").

            2.     On December 13, 1996, the Corporation adopted an amendment to
                   its Articles of Incorporation, the text of which is attached
                   hereto as Exhibit A.

            3.     The  amendment  was duly  adopted  by the board of  directors
                   without shareholder  approval, as shareholder approval is not
                   required  pursuant  to Section  490.602 of the Iowa  Business
                   Corporation Act.

Dated:

                                             Pioneer Hi-Bred International, Inc.



                                              By:  /s/    Charles S. Johnson
                                                   _________________________
                                                   Name:  Charles S. Johnson
                                                   Title: President and Chief
                                                          Executive Officer



<PAGE>


                          DESIGNATION, PREFERENCES AND RIGHTS
                           OF SERIES A JUNIOR PARTICIPATING
                                    PREFERRED STOCK
                                          OF
                          PIONEER HI-BRED INTERNATIONAL, INC.


               1.     Designation and Amount.

                      (a)    There shall be a series of Preferred Stock of the
Corporation  created out of the  authorized  but unissued  shares of the capital
stock of the  Corporation,  which  series  shall be  designated  Series A Junior
Participating Preferred Stock (the "Participating  Preferred Stock"), to consist
of one hundred and fifty thousand (150,000) shares, without par value.

                      (b)    Subject of paragraph 4(e) of this designation, the
number  of  shares  of said  series  may at any  time  or  from  time to time be
increased or decreased by the Board of Directors  notwithstanding that shares of
such series may be outstanding at such time of increase or decrease.

               2.     Dividend Rate.

                      (a)    The holders of  shares of  Participating Preferred
Stock shall be entitled  to  receive,  when,  as and if declared by the Board of
Directors out of funds legally  available for the purpose,  quarterly  dividends
payable in cash on the first day of each November,  February,  May and August in
each year (each  such date being  referred  to herein as a  "Quarterly  Dividend
Payment Date"),  commencing on the first Quarterly  Dividend  Payment Date after
the first issuance of a share or fraction of a share of Participating  Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $230.00 or (b) 1,000  times the  aggregate  per share  amount of all cash
dividends and 1,000 times the  aggregate  per share amount  (payable in kind) of
all non-cash dividends or other  distributions  other than a dividend payable in
shares of Common  Stock or a  subdivision  of the  outstanding  shares of Common
Stock (by  reclassification  or  otherwise),  declared on the Common Stock,  par
value of One Dollar ($1.00) per share, of the  Corporation  (the "Common Stock")
since the  immediately  preceding  Quarterly  Dividend  Payment  Date,  or, with
respect to the first Quarterly  Dividend  Payment Date, since the first issuance
of any share or fraction of a share of Participating Preferred Stock.

                      (b)    On or after the first issuance of any share or
fractional share of  Participating  Preferred Stock, no dividend on Common Stock
shall be declared  unless  concurrently  therewith a dividend or distribution is
declared on the  Participating  Preferred  Stock as provided  in  paragraph  (a)
above;  and the  declaration  of any such  dividend on the Common Stock shall be
expressly  conditioned  upon  payment  or  declaration  of and  provision  for a
dividend on the Participating Preferred Stock as above provided. In the event no
dividend or distribution shall have been declared on the Common Stock during the
period  between any  Quarterly  Dividend  Payment  Date and the next  subsequent
Quarterly  Dividend  Payment  Date,  a  dividend  of  $230.00  per  share on the
Participating  Preferred Stock shall  nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.

                      (c)   Dividends shall begin to accrue and be cumulative on
outstanding shares of Participating  Preferred Stock from the Quarterly Dividend
Payment Date next  preceding  the date of issue of such shares of  Participating
Preferred Stock,  unless the date of issue of such shares is prior to the record
date for the first Quarterly  Dividend  Payment Date, in which case dividends on
such  shares  shall begin to accrue  from the date of issue of such  shares,  or
unless the date of issue is a Quarterly Dividend Payment Date or is a date after
the record  date for the  determination  of  holders of shares of  Participating
Preferred  Stock  entitled  to receive a  quarterly  dividend  and  before  such
Quarterly  Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative  from such  Quarterly  Dividend  Payment Date.
Accrued but unpaid dividends shall not bear interest. The Board of Directors may
fix a record date for the  determination  of holders of shares of  Participating
Preferred Stock entitled to receive payment of a dividend  distribution declared
thereon, which record date shall be no more than 30 days prior to the date fixed
for the payment thereof.

               3.  Dissolution,  Liquidation and Winding Up. In the event of any
voluntary or involuntary  dissolution,  liquidation or winding up of the affairs
of the Corporation (hereinafter referred to as a "Liquidation"),  the holders of
Participating  Preferred Stock shall receive at least $1,000.00 per share,  plus
an amount  equal to accrued  and unpaid  dividends  and  distributions  thereon,
whether or not declared, to the date of such payment,  provided that the holders
of shares of Participating Preferred Stock shall be entitled to receive at least
an aggregate  amount per share equal to 1,000 times the  aggregate  amount to be
distributed per share to holders of Common Stock (the  "Participating  Preferred
Liquidation Preference").

               4.     Voting Rights.  The holders of shares of Participating
Preferred Stock shall have the following voting rights:

                      (a)    Each share of Participating Preferred Stock shall
entitle  the  holder  thereof  to five  thousand  (5,000)  votes on all  matters
submitted  to a vote of the  stockholders  of the  Corporation,  except  that no
holder of Participating  Preferred Stock shall be entitled to exercise more than
one  thousand  (1,000)  votes on any such  matter  in  respect  of any  share of
Participating  Preferred  Stock if such  holder  would  have  been  entitled  to
exercise  no more than one vote on any such  matter in  respect  of any share of
Common  Stock under  Article  IV.B of the  Articles of  Incorporation,  had such
shares of Participating Preferred Stock been shares of Common Stock.

                      (b)    Except as otherwise provided herein, or by law, the
Articles  of  Incorporation  or the By-laws of the  Corporation,  the holders of
shares of  Participating  Preferred  Stock and the  holders  of shares of Common
Stock shall vote  together as one class on all  matters  submitted  to a vote of
stockholders of the Corporation.

                      (c)   If  and  whenever  dividends  on  the Participating
Preferred Stock shall be in arrears in an amount equal to six quarterly dividend
payments,  then and in such  event the  holders of the  Participating  Preferred
Stock,  voting  separately as a class (subject to the provisions of subparagraph
(d) below),  shall be entitled at the next annual meeting of the stockholders or
at any special meeting to elect two (2) directors.  Each share of  Participating
Preferred Stock shall be entitled to one vote, and holders of fractional  shares
shall have the right to a fractional  vote. Upon election,  such directors shall
become  additional  directors of the  Corporation  and the authorized  number of
directors of the Corporation shall thereupon be automatically  increased by such
number of directors.  Such right of the holders of Participating Preferred Stock
to elect  directors  may be  exercised  until all  dividends  in  default on the
Participating  Preferred  Stock shall have been paid in full,  and dividends for
the current  dividend period declared and funds therefor set apart,  and when so
paid and set apart, the right of the holders of Participating Preferred Stock to
elect such number of directors  shall cease,  the term of such  directors  shall
thereupon  terminate,  and the authorized number of directors of the Corporation
shall  thereupon  return to the  number of  authorized  directors  otherwise  in
effect,  but  subject  always to the same  provisions  for the  vesting  of such
special  voting  rights  in the  case of any such  future  dividend  default  or
defaults.  The fact that  dividends  have been paid and set apart as required by
the  preceding  sentence  shall be  evidenced by a  certificate  executed by the
President and the chief  financial  officer of the  Corporation and delivered to
the Board of  Directors.  The  directors so elected by holders of  Participating
Preferred  Stock shall serve until the  certificate  described in the  preceding
sentence  shall have been  delivered  to the Board of  Directors  or until their
respective successors shall be elected or appointed and qualify.

               At any time when such special  voting  rights have been so vested
in the  holders of the  Participating  Preferred  Stock,  the  Secretary  of the
Corporation may, and upon the written request of the holders of record of 10% or
more  of  the  number  of  shares  of the  Participating  Preferred  Stock  then
outstanding  addressed  to  such  Secretary  at  the  principal  office  of  the
Corporation in the State of Iowa,  shall,  call a special meeting of the holders
of the  Participating  Preferred  Stock for the election of the  directors to be
elected by them as hereinabove  provided, to be held in the case of such written
request  within forty (40) days after  delivery of such  request,  and in either
case to be held at the  place  and upon the  notice  provided  by law and in the
By-laws  of the  Corporation  for  the  holding  of  meetings  of  stockholders;
provided,  however,  that the  Secretary  shall not be  required  to call such a
special  meeting (i) if any such request is received  less than ninety (90) days
before  the date  fixed  for the next  ensuing  annual  or  special  meeting  of
stockholders or (ii) if at the time any such request is received, the holders of
Participating Preferred Stock are not entitled to elect such directors by reason
of the occurrence of an event  specified in the third  sentence of  subparagraph
(d) below.

                      (d)    if, at any time when the holders of Participating
Preferred  Stock are  entitled  to elect  directors  pursuant  to the  foregoing
provisions of this paragraph 4, the holders of any one or more additional series
of Preferred  Stock are entitled to elect  directors by reason of any default or
event  specified in the Articles of  Incorporation,  as in effect at the time of
the  designation  for such  series,  and if the terms for such other  additional
series so permit,  the voting  rights of the two or more series then entitled to
vote shall be combined  (with each series having a number of votes  proportional
to the aggregate  liquidation  preference of its  outstanding  shares).  In such
case, the holders of Participating  Preferred Stock and of all such other series
then entitled so to vote, voting as a class, shall elect such directors.  If the
holders  of any such other  series  have  elected  such  directors  prior to the
happening  of the  default or event  permitting  the  holders  of  Participating
Preferred  Stock to elect  directors,  or prior  to a  written  request  for the
holding of a special  meeting being received by the Secretary of the Corporation
from  the  holders  of not  less  than 10% of the  then  outstanding  shares  of
Participating Preferred Stock, then such directors so previously elected will be
deemed to have been  elected by and on behalf of the  holders  of  Participating
Preferred Stock as well as such other series,  without prejudice to the right of
the  holders of  Participating  Preferred  Stock to vote for  directors  if such
previously  elected directors shall resign,  cease to serve or fail to stand for
reelection  while the holders of  Participating  Preferred Stock are entitled to
vote. If the holders of any such other series are entitled to elect in excess of
two (2) directors,  the  Participating  Preferred Stock shall not participate in
the  election of more than two (2) such  directors,  and those  directors  whose
terms first expire shall be deemed to be the directors elected by the holders of
Participating Preferred Stock; provided that, if at the expiration of such terms
the  holders  of  Participating  Preferred  Stock  are  entitled  to vote in the
election of directors  pursuant to the  provisions of this paragraph 4, then the
Secretary  of the  Corporation  shall call a meeting  (which  meeting may be the
annual meeting or special  meeting of  stockholders  referred to in subparagraph
(c)) of holders of  Participating  Preferred  Stock for the  purpose of electing
replacement directors (in accordance with the provisions of this paragraph 4) to
be held on or prior to the time of expiration of the expiring  terms referred to
above.

                      (e)    Except as otherwise set forth herein or required by
law, the Articles of Incorporation or the By-laws of the Corporation, holders of
Participating  Preferred  Stock  shall have no special  voting  rights and their
consent  shall not be required  (except to the extent they are  entitled to vote
with  holders  of  Common  Stock as set  forth  herein)  for the  taking  of any
corporate  action.   No  consent  of  the  holders  of  outstanding   shares  of
Participating Preferred Stock at any time outstanding shall be required in order
to permit the Board of  Directors  to:  (i)  increase  the number of  authorized
shares of  Participating  Preferred Stock or to decrease such number to a number
not below the sum of the number of shares of Participating  Preferred Stock then
outstanding and the number of shares with respect to which there are outstanding
rights to  purchase;  or (ii) to issue  Preferred  Stock  which is senior to the
Participating Preferred Stock, junior to the Participating Preferred Stock or on
a parity with the Participating Preferred Stock.

               5.     Redemption.  The  shares of  Participating Preferred Stock
shall not be redeemable.

               6.     Conversion Rights.  The  Participating  Preferred Stock is
not convertible into Common Stock or any other security of the Corporation.




<PAGE>


                                                                       EXHIBIT B



                               Form of Right Certificate


Certificate No. R-                                                 ______ Rights


               NOT  EXERCISABLE  AFTER DECEMBER 13, 2006, OR EARLIER IF REDEEMED
               BY THE  CORPORATION.  THE RIGHTS ARE  SUBJECT  TO  REDEMPTION  AT
               ONE-THIRD  OF A CENT PER  RIGHT  ON THE  TERMS  SET  FORTH IN THE
               RIGHTS  AGREEMENT.  UNDER CERTAIN  CIRCUMSTANCES SET FORTH IN THE
               RIGHTS  AGREEMENT,  RIGHTS  ISSUED TO, OR HELD BY, ANY PERSON WHO
               IS,  WAS OR  BECOMES  AN  ACQUIRING  PERSON  OR AN  AFFILIATE  OR
               ASSOCIATE  THEREOF  (AS  DEFINED  IN THE  RIGHTS  AGREEMENT)  AND
               CERTAIN RELATED PERSONS,  WHETHER  CURRENTLY HELD BY OR ON BEHALF
               OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND
               VOID.



                                   Right Certificate

                          PIONEER HI-BRED INTERNATIONAL, INC.


               This certifies that ___________,  or registered  assigns,  is the
registered owner of the number of Rights set forth above, each of which entitles
the owner  thereof,  subject  to the terms,  provisions  and  conditions  of the
Amended  and  Restated  Rights  Agreement,  dated as of  December  13, 1996 (the
"Rights  Agreement"),  between  Pioneer  Hi-Bred  International,  Inc.,  an Iowa
corporation (the  "Company"),  and The First National Bank of Boston, a national
banking  association (the "Rights  Agent"),  to purchase from the Company at any
time  after  the  Distribution  Date  (as such  term is  defined  in the  Rights
Agreement) and prior to 5:00 P.M., Boston,  Massachusetts  time, on December 13,
2006, unless the Rights evidenced hereby shall have been previously  redeemed by
the Company,  at the principal  office or offices of the Rights Agent designated
for such  purpose,  or at the  office  of its  successor  as Rights  Agent,  one
one-thousandth  of  a  fully  paid  non-assessable  share  of  Series  A  Junior
Participating  Preferred Stock, without par value (the "Preferred  Shares"),  of
the  Company,  at a  purchase  price  of  $250.00  per one  one-thousandth  of a
Preferred Share (the "Purchase Price"),  upon presentation and surrender of this
Right  Certificate  with the Form of  Election to Purchase  duly  executed.  The
number of Rights  evidenced  by this  Right  Certificate  (and the number of one
one-thousandths  of a  Preferred  Share  which may be  purchased  upon  exercise
hereof) set forth above,  and the Purchase Price set forth above, are the number
and Purchase  Price as of  ____________,  ____ based on the Preferred  Shares as
constituted at such date.

               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  Right
Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or
Associate  thereof (as such terms are defined in the Rights  Agreement),  (ii) a
transferee of any such  Acquiring  Person,  Associate or Affiliate who becomes a
transferee  after the  Acquiring  Person  becomes  such,  or (iii) under certain
circumstances  specified  in the  Rights  Agreement,  a  transferee  of any such
Acquiring  Person,  Associate or Affiliate who becomes a transferee  prior to or
concurrently  with the Acquiring  Person becoming such, 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.

               As provided in the Rights  Agreement,  the Purchase Price and the
number of one one-thousandths of a Preferred Share or other securities which may
be purchased upon the exercise of the Rights evidenced by this Right Certificate
are subject to modification and adjustment upon the happening of certain events,
including Triggering Events (as such term is defined in the Rights Agreement).

               This Right Certificate is subject to all of the terms, provisions
and conditions of the Rights Agreement,  which terms,  provisions and conditions
are hereby  incorporated herein by reference and made a part hereof and to which
Rights Agreement  reference is hereby made for a full description of the rights,
limitations  of rights,  obligations,  duties and  immunities  hereunder  of the
Rights  Agent,  the  Company and the  holders of the Right  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 principal executive offices of
the Company and the principal office or offices of the Rights Agent.

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

               Subject to the  provisions  of the Rights  Agreement,  the Rights
evidenced  by this  Certificate  may be redeemed by the Company at a  redemption
price of one-third of a cent per Right (subject to adjustment as provided in the
Rights Agreement) payable in Common Shares or cash.

               The Company shall not be required to issue fractions of Rights or
to distribute Right  Certificates  which evidence  fractional Rights. In lieu of
such  fractional  Rights,  there shall be paid to the registered  holders of the
Right  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 as defined in the Rights Agreement.

               The Company will not be required to issue  fractions of Preferred
Shares (other than fractions which are one one-thousandths or integral multiples
of one  one-thousandth  of a Preferred  Share) upon exercise of the Rights or to
distribute  certificates which evidence fractional  Preferred Shares (other than
fractions  which  are  one   one-thousandths   or  integral   multiples  of  one
one-thousandth  of a Preferred  Share).  In lieu of fractional  Preferred Shares
other than  fractions  that are multiples of one  one-thousandth  of a Preferred
Share, the Company will pay to the registered  holders of Right  Certificates at
the time such Rights are  exercised an amount in cash equal to the same fraction
of the  current  market  value of one  Preferred  Share as defined in the Rights
Agreement.

               No holder of this Right  Certificate shall be entitled to vote or
receive  dividends  or be deemed for any  purpose  the  holder of the  Preferred
Shares  or of any  other  securities  of the  Company  which  may at any time be
issuable on the  exercise  hereof,  nor shall  anything  contained in the 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  other
distributions  or  to  exercise  any  preemptive  or  subscription   rights,  or
otherwise,  until the Right or Rights evidenced by this Right  Certificate shall
have been exercised as provided in the Rights Agreement.

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



<PAGE>


               WITNESS the  signature of the proper  officers of the Company and
its corporate seal. Dated as of _________, ______.

[SEAL]
ATTEST:                                      PIONEER HI-BRED INTERNATIONAL, INC.
Attest:
By  ________________________________________   By  ____________________________
    Name:                                          Name:
    Title:                                         Title:
Countersigned:

THE FIRST NATIONAL BANK OF BOSTON

By  ________________________________________
    Authorized Signatory
    Name:
    Title:


<PAGE>


                       Form of Reverse Side of Right Certificate

                                  FORM OF ASSIGNMENT

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


FOR VALUE RECEIVED __________________________________________________
hereby sells, assigns and transfers unto _______________________________________

-----------------------------------------------------------------------
                     (Please print name and address of transferee)
------------------------------------------------------------------------
this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably  constitute and appoint _________ Attorney,  to transfer
the within Right Certificate on the books of the within-named Company, with full
power of substitution.

Dated: ____________, _____


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


Signature Guaranteed:

               Signatures  must be  guaranteed  by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank, savings association,  credit union or trust
company having an office or correspondent in the United States or other eligible
guarantor  institution which is a participant in a signature guarantee medallion
program.

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

               The undersigned hereby certifies that (1) the Rights evidenced by
this Right  Certificate  are not being sold,  assigned or  transferred  by or on
behalf  of a  Person  who is or was  an  Acquiring  Person  or an  Affiliate  or
Associate  thereof (as such terms are defined in the Rights  Agreement)  and (2)
after due inquiry and to the best knowledge of the undersigned,  the undersigned
did not acquire the Rights  evidenced by this Right  Certificate from any Person
who is or was an Acquiring Person or an Affiliate or Associate  thereof (as such
terms are defined in the Rights Agreement).

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

                Form of Reverse Side of Right Certificate -- continued

                             FORM OF ELECTION TO PURCHASE

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

To the Rights Agent:

               The  undersigned  hereby  irrevocably  elects to exercise  Rights
represented by this Right Certificate to purchase the Preferred  Shares,  Common
Shares or such other  securities  issuable  upon the  exercise of such Rights at
this time as follows:

                                                        Please Insert
                                                        Number of Rights
                                                        To Be Exercised
               (i)    Preferred Shares Exercise         _______________

               (ii)   Section 11(a)(ii) Exercise        _______________

               (iii)  Section 13 Exercise               _______________

               The  undersigned  requests that  certificates  for such Preferred
Shares, Common Shares or other securities be issued in the name of:

Please insert social security
or other identifying number ________________________________________________

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

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

Please insert social security
or other identifying number ________________________________________________

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


<PAGE>


                Form of Reverse Side of Right Certificate -- continued.
--------------------------------------------------------------------------------

Dated: _________, 19__

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


Signature Guaranteed:

               Signatures  must be  guaranteed  by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank, savings association,  credit union or trust
company having an office or correspondent in the United States or other eligible
guarantor  institution which is a participant in a signature guarantee medallion
program.


<PAGE>


                Form of Reverse Side of Right Certificate -- continued.
--------------------------------------------------------------------------------

               The undersigned hereby certifies that (1) the Rights evidenced by
this Right  Certificate  are not being exercised by or on behalf of a Person who
is or was an Acquiring  Person or an  Affiliate  or  Associate  thereof (as such
terms are defined in the Rights  Agreement) and (2) after due inquiry and to the
best knowledge of the  undersigned,  the  undersigned did not acquire the Rights
evidenced by this Rights  Certificate from any Person who is or was an Acquiring
Person or an Affiliate  or  Associate  thereof (as such terms are defined in the
Rights Agreement).

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

                                        NOTICE

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

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



<PAGE>


                                                                      EXHIBIT C
                                                              December 13, 1996

                REVISED SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES

               UNDER CERTAIN  CIRCUMSTANCES  SET FORTH IN THE RIGHTS  AGREEMENT,
RIGHTS  ISSUED TO, OR HELD BY,  ANY  PERSON WHO IS, WAS OR BECOMES AN  ACQUIRING
PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS DEFINED IN THE RIGHTS AGREEMENT)
AND CERTAIN  RELATED  PERSONS,  WHETHER  CURRENTLY  HELD BY OR ON BEHALF OF SUCH
PERSON OR BY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID.

               On April 6,  1989,  the Board of  Directors  of  Pioneer  Hi-Bred
International Inc., an Iowa corporation (the "Company"),  declared a dividend of
one common share purchase right (a "Right") for each outstanding share of Common
Stock, par value of One Dollar ($.1.00) per share (the "Common Shares"),  of the
Company.  The dividend was paid to the  stockholders  of record as of 5:00 P.M.,
Boston, Massachusetts time, on April 6, 1989 (the "Record Date"), and either was
paid or is payable with respect to Common  Shares  issued  thereafter  until the
Distribution  Date (as hereinafter  defined) and, in certain  circumstances,  is
payable with respect to Common Shares issued after the Distribution  Date. Since
April 6, 1989,  the terms of the Rights have been  amended on December  13, 1994
and on December 13, 1996 to, among other things,  modify the Rights so that each
Right represents the Right to purchase one  one-thousandth  of a Preferred Share
(as hereinafter defined).

               Except  as  set  forth  below,   each  Right,   when  it  becomes
exercisable,  entitles the  registered  holder to purchase  from the Company one
one-thousandth of a share of Series A Participating Preferred Stock, without par
value (the "Preferred Shares"),  at a price of $250.00 per one one-thousandth of
a Preferred Share (the "Purchase Price"), subject to adjustment. The description
and  terms  of the  Rights  are set  forth in an  Amended  and  Restated  Rights
Agreement,  dated as of December 13, 1996 (the "Rights Agreement"),  between the
Company and The First National Bank of Boston (the "Rights Agent").

               The  Rights  are  attached  to  all   certificates   representing
outstanding  Common Shares,  and no separate Right  Certificates (as hereinafter
defined) have been distributed.  The Rights will separate from the Common Shares
on the  earliest  to occur of (i) the first date of public  announcement  that a
person or "group" (other than a Grandfathered  Person,  as hereinafter  defined)
has  acquired  beneficial  ownership  of  the  Trigger  Amount  (as  hereinafter
defined)or more of the outstanding Common Shares (except pursuant to a Permitted
Offer,  as hereinafter  defined);  or (ii) ten (10) business days (or such later
date as the Board of  Directors  of the Company  may  determine)  following  the
commencement of, or announcement of an intention to commence,  a tender offer or
exchange  offer  the  consummation  of which  would  result in a person or group
becoming an Acquiring  Person (as  hereinafter  defined)  (the  earliest of such
dates being called the "Distribution Date"). A person or group whose acquisition
of Common Shares causes a  Distribution  Date pursuant to clause (i) above is an
"Acquiring Person". The first date of public announcement that a person or group
has become an Acquiring  Person is the "Shares  Acquisition  Date". The "Trigger
Amount" means the lesser of: (i) 15% of the outstanding  Common Shares,  or (ii)
10% of outstanding Common Shares,  provided that such 10% represents  one-fourth
(1/4) of the combined voting power of the Common Shares then outstanding for the
election of directors generally.  "Grandfathered Persons" include any descendant
of Henry A. Wallace (the deceased  founder of the  Corporation),  or any spouse,
widow or widower of any such descendant,  and certain affiliated entities of any
of the foregoing;  provided, however, that a Grandfathered Person shall cease to
be a Grandfathered  Person if any of the following occur at any time: (A) all or
any part of such  Grandfathered  Person's  interest in the Common Shares becomes
reportable  on a  Schedule  13D under the  Exchange  Act (or any  comparable  or
successor  report)  as part of a "group"  (as such term is defined or used under
Rule 13d-5(b) of the General Rules and Regulations under the Exchange Act) which
Beneficially  Owns,  directly or  indirectly,  the Trigger Amount or more of the
then outstanding  Common Shares and includes one or more Persons  (including any
Affiliate or Associate  thereof) who (x) are not  Grandfathered  Persons and (y)
individually or in the aggregate  beneficially own,  directly or indirectly,  in
excess  of 1% of the then  outstanding  Common  Shares;  (B) such  Grandfathered
Person, individually or together with one or more other Persons, acting together
or as part of a "group", Beneficially Owns (together with all Common Shares then
Beneficially  Owned)  20% or more of the  outstanding  Common  Shares;  (C) such
Grandfathered Person (together with any spouse and any children under the age of
18  years  of that  Grandfathered  Person)  individually  Beneficially  Owns the
Trigger Amount or more (but excluding any Common Shares that such  Grandfathered
Person  may be deemed  to be  Beneficially  Owned by  reason of being  part of a
"group"); provided, however, that no Grandfathered Person shall lose its, his or
her status as a Grandfathered  Person pursuant to this clause (C) if a bona fide
gift or bona fide  inheritance  (including being named as executor or to another
similar  position)  causes the  Beneficial  Ownership  of Common  Shares by such
Grandfathered Person (together with any spouse and any children under the age of
18 years of that Grandfathered Person) to equal or exceed the Trigger Amount (it
being  understood,  however,  that the foregoing proviso shall not apply if such
Granfathered  Person (together with any spouse and any children under the age of
18 years of that  Grandfathered  Person)  increases  its, his or her  Beneficial
Ownership  after  equalling or exceeding the Trigger  Amount except by bona fide
gift or bona fide  inheritance  (including being named as executor or to another
similar position));  or (D) such Grandfathered  Person (together with any spouse
and  children  under  the  age  of  18  years  of  that  Grandfathered   Person)
individually  Beneficially  Owns 15% or more of the  outstanding  Common  Shares
(excluding any Common Shares that such Grandfathered  Person may be deemed to be
Beneficially Owned by reason of being part of a group).

               The Rights Agreement  provides that until the  Distribution  Date
the Rights will be transferred  with and only with the Common Shares.  Until the
Distribution  Date (or earlier  redemption  or  expiration  of the Rights),  new
Common  Share  certificates  issued  after the Record Date upon  transfer or new
issuance of Common Shares have contained and will continue to contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier  redemption or expiration of the Rights),  the surrender for transfer of
any  certificates  for Common  Shares  outstanding  as of the Record Date,  even
without  such  notation  or a copy of this  Summary  of  Rights  being  attached
thereto,  will also  constitute the transfer of the Rights  associated  with the
Common Shares represented by such certificate.  As soon as practicable following
the  Distribution  Date,  separate  certificates  evidencing  the Rights ("Right
Certificates")  will be mailed to holders  of record of the Common  Shares as of
the close of  business  on the  Distribution  Date (and to each  initial  record
holder of certain Common Shares issued after the  Distribution  Date),  and such
separate Right Certificates alone will evidence the Rights.

               The Rights are not exercisable  until the  Distribution  Date and
will expire at 5:00 P.M.,  Boston,  Massachusetts  time,  on December  13, 2006,
unless earlier redeemed by the Company as described below.

               In the event that any person becomes an Acquiring  Person (except
pursuant to a Permitted  Offer as hereinafter  defined),  each holder of a Right
will have (subject to the terms of the Rights Agreement) the right (the "Flip-In
Right")  to  receive  upon  exercise  the  number of Common  Shares,  or, in the
discretion  of  the  Board  of  Directors  of the  Company,  the  number  of one
one-thousandths  of a  Preferred  Share  (or,  in certain  circumstances,  other
securities of the Company) having a value  (immediately prior to such triggering
event) equal to two times the Purchase  Price.  Notwithstanding  the  foregoing,
following the occurrence of the event described  above,  all Rights that are, or
(under  certain   circumstances   specified  in  the  Rights   Agreement)  were,
beneficially owned by any Acquiring Person or any affiliate or associate thereof
will be null and void. A "Permitted Offer" is a tender or exchange offer for all
outstanding Common Shares which is at a price and on terms determined,  prior to
the  purchase of shares  under such tender or exchange  offer,  by a majority of
Disinterested  Directors (as  hereinafter  defined) to be adequate  (taking into
account  all  factors  that such  Disinterested  Directors  deem  relevant)  and
otherwise in the best interests of the Company and its stockholders  (other than
the person or any  affiliate  or  associate  thereof on whose basis the offer is
being made) taking into account all factors  that such  Disinterested  Directors
may deem  relevant.  "Disinterested  Directors" are directors of the Company who
are not officers of the Company and who are not Acquiring  Persons or affiliates
or associates  thereof, or representatives of any of them, or any person who was
directly or indirectly  proposed or nominated as a director of the Company by an
Interested Stockholder (as hereinafter defined). "Interested Stockholder" is any
stockholder of the Company who is also an Acquiring  Person or its Affiliates or
Associates.

               In the event that, at any time  following the Shares  Acquisition
Date,  (i) the  Company is acquired  in a merger or other  business  combination
transaction  in  which  the  holders  of all of the  outstanding  Common  Shares
immediately  prior to the consummation of the transaction are not the holders of
all of the surviving  corporation's  voting power,  or (ii) more than 50% of the
Company's assets or earning power is sold or transferred, in either case with or
to an  Acquiring  Person or any  affiliate or  associate  thereof,  or any other
person in which such Acquiring  Person,  affiliate or associate has an interest,
or any person  acting on behalf of or in  concert  with such  Acquiring  Person,
affiliate or associate,  or, if in such transaction all holders of Common Shares
are not treated  alike,  any other  person,  then each holder of a Right (except
Rights which  previously  have been voided as set forth above) shall  thereafter
have the right (the "Flip-Over Right") to receive, upon exercise,  common shares
of the acquiring company having a value equal to two times the Purchase Price.

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

               The Purchase  Price is also subject to adjustment in the event of
a stock split of the Common  Shares,  or a stock  dividend on the Common  Shares
payable in Common Shares, or subdivisions, consolidations or combinations of the
Common Shares occurring, in any such case, prior to the Distribution Date.

               With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional  one-thousandths of a Preferred Share will be
issued,  and in lieu  thereof,  an  adjustment in cash will be made based on the
market price of the  Preferred  Shares on the last trading day prior to the date
of exercise.

               Preferred Shares purchasable upon exercise of the Rights will not
be redeemable.  Each Preferred Share will be entitled to a minimum  preferential
quarterly  dividend  payment  of  $230.00  per share but,  if  greater,  will be
entitled to an aggregate dividend per share of 1,000 times the dividend declared
per Common  Share.  In the event of  liquidation,  the holders of the  Preferred
Shares  will be  entitled  to a  minimum  preferential  liquidation  payment  of
$1,000.00 but will be entitled to an aggregate  payment per share of 1,000 times
the aggregate payment made per Common Share. Each Preferred Share will have five
thousand  votes (or one  thousand  votes if the holder  thereof  would have been
entitled  to no more than one vote per share under  Article  IV.B of the Amended
and Restated  Articles of  Incorporation of the Company had such Preferred Share
been a Common Share),  voting together with the Common Shares.  These rights are
protected by customary antidilution provisions.  In the event that the amount of
accrued and unpaid  dividends on the Preferred  Shares is equivalent to at least
six full quarterly dividends, the holders of the Preferred Shares shall have the
right,  voting as a class,  to elect two  directors in addition to the directors
elected by the holders of the Common  Shares  until all  dividends in default on
the  Preferred  Shares  have been  paid in full and  dividends  for the  current
dividend period declared and funds therefor set apart.

               At any  time  prior  to the  earlier  to  occur  of (i) a  person
becoming an Acquiring  Person or (ii) the expiration of the Rights,  the Company
may redeem the Rights in whole,  but not in part,  at a price of  one-third of a
cent per Right (the  "Redemption  Price"),  which  redemption shall be effective
upon the action of the Board of  Directors  of the  Company.  Additionally,  the
Company may redeem the then outstanding Rights in whole, but not in part, at the
Redemption  Price  after the  triggering  of the  Flip-In  Right and  before the
expiration  of any period during which the Flip-In Right may be exercised (x) in
connection with a merger or other business combination  transaction or series of
transactions  involving  the Company in which all  holders of Common  Shares are
treated  alike  but  not  involving  an  Interested  Stockholder  or  (y) if the
Acquiring Person no longer Beneficially Owns 10% or more of the then outstanding
Common  Shares and no other Persons are  Acquiring  Persons.  Upon the effective
date of the  redemption  of the Rights,  the right to  exercise  the Rights will
terminate  and the only right of the  holders of Rights  will be to receive  the
Redemption Price.

               Until a Right is exercised,  the holder  thereof,  as such,  will
have no rights as a stockholder of the Company,  including,  without limitation,
the right to vote or to receive dividends.  While the distribution of the Rights
will not be taxable to stockholders of the Company,  stockholders may, depending
upon the  circumstances,  recognize  taxable  income  should the  Rights  become
exercisable or upon the occurrence of certain events thereafter.

<PAGE>

                                            Dirck Steimel (515) 248-4893
                                            (web site: http://www.pioneer.com)

Pioneer Declares Dividend

DES  MOINES,   IA  --  December  13,  1996  --  Directors  of  Pioneer   Hi-Bred
International,  Inc. declared a regular dividend of $.23 per share for the first
quarter of fiscal 1997,  ending November 30, 1996. This is the same rate as that
paid for the previous two quarters.  The dividend is payable January 8, 1997, to
shareholders of record December 27, 1996.

The Pioneer  Board of Directors has also amended its  shareholders  rights plan.
Among other things, the amendment reduces the acquisition  threshold and extends
the shareholders rights plan through 2006.

In addition,  the Pioneer Board of Directors  announced  that Thomas N. Urban, a
planned, is stepping down as Chairman.  Charles S. Johnson,  President and Chief
Executive Officer, has been elected Chairman.  Mr. Urban will remain a member of
the Board of Directors.