<Page>


                              AMENDED AND RESTATED

                                RIGHTS AGREEMENT

                  amended and restated as of September 5, 2001

                                 by and between

                           CALIFORNIA AMPLIFIER, INC.

                                       and

                          MELLON INVESTOR SERVICES LLC

                                 as Rights Agent


<Page>

                                          TABLE OF CONTENTS

<Table>
<Caption>
                                                                                            PAGE
<S>           <C>                                                                           <C>
SECTION 1.    CERTAIN DEFINITIONS..............................................................1

SECTION 2.    APPOINTMENT OF RIGHTS AGENT......................................................5

SECTION 3.    ISSUANCE OF RIGHT CERTIFICATES...................................................6

SECTION 4.    FORM OF RIGHT CERTIFICATES.......................................................8

SECTION 5.    COUNTERSIGNATURE AND REGISTRATION................................................8

SECTION 6.    TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT CERTIFICATES:
              MUTILATED, DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES..........................9

SECTION 7.    EXERCISE OF RIGHTS...............................................................9

SECTION 8.    CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES..............................11

SECTION 9.    RESERVATION AND AVAILABILITY OF CAPITAL STOCK...................................12

SECTION 10.   SECURITIES RECORD DATE..........................................................12

SECTION 11.   ADJUSTMENT OF EXERCISE PRICE, NUMBER OF SHARES ISSUABLE UPON EXERCISE OF
              RIGHTS OR NUMBER OF RIGHTS......................................................13

SECTION 12.   CERTIFICATE OF ADJUSTED EXERCISE PRICE OR NUMBER OF SHARES ISSUABLE UPON
              EXERCISE OF RIGHTS..............................................................18

SECTION 13.   CONSOLIDATION...................................................................18

SECTION 14.   FRACTIONAL RIGHTS AND FRACTIONAL................................................20

SECTION 15.   RIGHTS OF ACTION................................................................21

SECTION 16.   AGREEMENT OF RIGHT HOLDERS......................................................21

SECTION 17.   RIGHT HOLDER AND RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER..............22

SECTION 18.   CONCERNING THE RIGHTS AGENT.....................................................22

SECTION 19.   MERGER OR CONSOLIDATION OR CHANCE OF NAME OF RIGHTS AGENT.......................23

SECTION 20.   DUTIES OF RIGHTS AGENT..........................................................23

SECTION 21.   CHANGE OF RIGHTS AGENT..........................................................25
</Table>


                                       i
<Page>

<Table>
<Caption>
                                                                                            PAGE
<S>           <C>                                                                           <C>
SECTION 22.   ISSUANCE OF NEW RIGHT CERTIFICATES..............................................26

SECTION 23.   REDEMPTION OF RIGHTS............................................................26

SECTION 24.   EXCHANGE OF RIGHTS..............................................................27

SECTION 25.   NOTICE OF CERTAIN EVENTS........................................................28

SECTION 26.   NOTICES.........................................................................29

SECTION 27.   SUPPLEMENTS AND AMENDMENTS......................................................29

SECTION 28.   CERTAIN COVENANTS...............................................................30

SECTION 29.   SUCCESSORS......................................................................30

SECTION 30.   BENEFITS OF THIS AGREEMENT......................................................30

SECTION 31.   SEVERABILITY....................................................................30

SECTION 32.   GOVERNING LAW...................................................................30

SECTION 33.   COUNTERPARTS....................................................................31

SECTION 34.   DESCRIPTIVE HEADINGS............................................................31

SECTION 35.   DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS, ETC.......................31
</Table>


                                TABLE OF EXHIBITS

Exhibit A     --  Form of Certificate of Designations

Exhibit B     --  Form of Right Certificate


                                       ii
<Page>

                             TABLE OF DEFINED TERMS

<Table>
<Caption>
TERM DEFINED                                       SECTION                  PAGE
<S>                                                <C>                       <C>
20% Ownership Date.................................1(x).......................5
20% Stockholder....................................1(y).......................5
Adjustment Shares..................................11(a)(ii).................14
Affiliate..........................................1(a).......................1
Agreement..........................................Introduction...............1
Associate..........................................1(a).......................1
Beneficial Own.....................................1(b).......................1
Beneficial Owner...................................1(b).......................1
Board of Directors.................................Recitals...................1
Business Day.......................................1(c).......................2
Close of Business..................................1(d).......................2
Closing Price......................................1(e).......................2
Common Share Equivalents...........................11(a)(iii)................14
Common Share.......................................1(F).......................3
Company (following a Section 13(a) Event)..........13(a)(iii)................19
Company............................................Introduction...............1
Current Market Price...............................1(g).......................3
Distribution Date..................................3(a).......................6
Exchange Act.......................................1(i).......................3
Exchange Ratio.....................................24(a).....................27
Exercise Price.....................................1(j).......................4
Expiration Date....................................1(k).......................4
NASDAQ.............................................1(e).......................3
Person.............................................1(m).......................4
Preferred Share Equivalents........................11(b).....................14
Preferred Share....................................1(n).......................4
Record Date........................................Recitals...................1
Redemption Date....................................1(p).......................4
Redemption Price...................................23(a).....................26
Right..............................................Recitals...................1
Rights Agent.......................................Introduction...............1
Section 11(a)(ii) Event............................11(a)(ii).................13
Section 13(a) Event................................13(a).....................18
Securities Act.....................................1(t).......................4
Subsidiary.........................................1(u).......................4
Surviving Person...................................13(a).....................18
Trading Day........................................1(v).......................4
Unavailable Adjustment Shares......................11(a)(iii)................14
Unavailable Exchange Shares........................24(c).....................28
Voting Share.......................................1(w).......................4
</Table>


                                       iii
<Page>

                      AMENDED AND RESTATED RIGHTS AGREEMENT

         This Amended and Restated Rights Agreement ("Agreement") made and
entered into as of the 5th day of September, 1991, by and between California
Amplifier, Inc., a Delaware corporation (the "Company"), and Manufacturers
Hanover Trust Company, is hereby amended and restated as of September 5, 2001,
by and between the Company and Mellon Investor Services LLC, a New Jersey
limited liability company (the "Rights Agent"), the successor-in-interest to
Manufacturers Hanover Trust Company.

         WHEREAS, the Board of Directors of the Company (the "Board of
Directors") has authorized and declared a dividend of one preferred stock
purchase right (a "Right") for each Common Share (as hereinafter defined) of the
Company, which dividend was payable on September 16, 1991 (the "Record Date") to
the holders of record of Common Shares as of the Close of Business (as
hereinafter defined) on such date;

         WHEREAS, the Board of Directors of the Company has further authorized
and directed the issuance of one (subject to adjustment of such number as
provided in this Agreement) Right for (A) each Common Share that shall be issued
by the Company at any time after the Record Date and prior to the earliest of
the date of the first Section 11(a)(ii) Event, the date of the first Section
13(a) Event, the Redemption Date or the Expiration Date (as such terms are
hereinafter defined), and (B) each Common Share that shall be issued by the
Company at any time on or after the earlier of the date of the first Section
11(a)(ii) Event or the date of the first Section 13(a) Event and prior to the
earlier of the Redemption Date or the Expiration Date pursuant to the exercise
of conversion rights, exchange rights, rights (other than Rights), warrants or
options that shall have been issued or granted prior to the earlier of the date
of the first Section 11(a)(ii) Event or the date of the first Section 13(a)
Event, unless the Board of Directors shall provide otherwise at the time of the
issuance or grant of such conversion rights, exchange rights, rights (other than
Rights), warrants or options; and

         WHEREAS, in connection with the matters referred to herein, the Company
desires to appoint the Rights Agent to act on behalf of the Company and the
Rights Agent is willing so to act;

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

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

                  (a)      "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange
Act, as in effect on the date hereof.

                  (b)      A Person shall be deemed the "Beneficial Owner" of
and shall be deemed to "Beneficially Own":

                           (i)      any securities that such Person or any of
such Person's Affiliates or Associates beneficially owns, directly or
indirectly, for purposes of Section 13(d) of the


                                       1
<Page>

Exchange Act and Rule 13d-3 promulgated under the Exchange Act, in each case as
in effect on the date hereof;

                           (ii)     any securities that such Person or any of
such Person's Affiliates or Associates has the right to acquire (whether such
right is exercisable immediately, or only after the passage of time, compliance
with regulatory requirements, the fulfillment of a condition, or otherwise)
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 that a Person shall not be deemed the Beneficial
Owner of, or to Beneficially Own, securities tendered pursuant to a tender offer
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;

                           (iii)    any securities that such Person or any of
such Person's Affiliates or Associates has the right to vote, alone or in
concert with others, pursuant to any agreement, arrangement or understanding,
provided 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 (A) arises solely from a revocable proxy given to such Person
or any of such Person's Affiliates or Associates in response to a public proxy
solicitation made pursuant to and in accordance with the applicable rules and
regulations of the Exchange Act, and (B) is not also then reportable on Schedule
13D under the Exchange Act (or any comparable or successor report);

                           (iv)     any securities that are Beneficially Owned,
directly or indirectly, by any other Person with which such Person or any of
such Person's Affiliates or Associates has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting (other than voting
pursuant to a revocable proxy as described in the proviso to Section l(b)(iii)
hereof) or disposing of any securities of the Company; and

                           (v)      on any day on or after the Distribution
Date, all Rights that prior to such date were represented by certificates for
Common Shares that such Person Beneficially Owns on such day.

Notwithstanding anything to the contrary in this Section 1(b), a Person engaged
in business as an underwriter of securities shall not be deemed to be the
Beneficial Owner of, or to Beneficially Own, any securities acquired through
such Person's participation in good faith in a firm commitment underwriting
until the expiration of 40 days after the date of such acquisition.

                  (c)      "Business Day" shall mean any day other than a
Saturday, a Sunday or a day on which banking institutions in the States of New
York or California are authorized or obligated by law or executive order to
close.

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

                  (e)      "Closing Price" of a stock or other security on any
day shall be the last sale price, regular way, per share of such stock or unit
of such other security on such day or, in


                                       2
<Page>

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 such stock or other
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 such
stock or other security is listed or admitted to trading or, if such stock or
other security is not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc. Automated Quotations System
("NASDAQ") or such other system then in use or, if on any such date such stock
or other security is not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker that
makes a market in such stock or other security and that is selected by the Board
of Directors of the Company.

                  (f)      "Common Share" shall mean one share of the Common
Stock, par value $.01 per share, of the Company, unless used with reference to a
Person other than the Company, in which case it shall mean one share of the
class of common stock of such Person having the greatest voting power per share
or, if such Person is a Subsidiary of another Person, one Common Share of the
Person that ultimately controls such Person.

                  (g)      "Current Market Price" per share of a stock or unit
of any other security on any date shall mean the average of the daily Closing
Prices of such stock or other security for the 30 consecutive Trading Days
through and including the Trading Day immediately preceding the date in
question; provided, however, that if any event shall have caused the Closing
Price on any Trading Day during such 30 day period not to be fully comparable
with the Closing Price on the date in question (or, if no Closing Price is
available on the date in question, on the Trading Day immediately preceding the
date in question), then each such noncomparable Closing Price so used shall be
appropriately adjusted by the Board of Directors in order to make the Closing
Price on each Trading Day during the period used for the determination of the
Current Market Price fully comparable with the Closing Price on such date in
question (or, if applicable, the immediately preceding Trading Day). "Current
Market Price" per share of any stock or unit of such other security that is not
publicly held or so listed or traded, and "Current Market Price" of any other
property, shall mean the fair value per share of such stock or unit of such
other security, or the fair value of such other property, respectively, as
determined in good faith by the Board of Directors of the Company based upon
such appraisals or valuation reports of such independent experts as the Board of
Directors shall in good faith determine appropriate, which determination shall
be described in a statement filed by the Company with the Rights Agent (who may
assume that such determination was made in good faith).

                  (h)      "Distribution Date" shall have the meaning ascribed
to it in Section 3 hereof.

                  (i)      "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended.


                                       3
<Page>

                  (j)      "Exercise Price" shall have the meaning ascribed to
it in Section 7(c) hereof.

                  (k)      "Expiration Date" shall mean September 5, 2011.

                  (m)      "Person" shall mean any individual, firm,
partnership, corporation, limited liability company, joint venture,
organization, trust, association, group (as such term is used in Rule 13d-5
promulgated under the Exchange Act as in effect on the date hereof) or other
entity, and shall include any successor (by merger or otherwise) of such entity.

                  (n)      "Preferred Share" shall mean one share of the Series
A Junior Participating Cumulative Preferred Stock, par value $.01 per share, of
the Company, which shall have the rights and preferences set forth in the form
of Certificate of Designations attached hereto as Exhibit A.

                  (o)      "Record Date" shall have the meaning ascribed to it
in the recitals hereto.

                  (p)      "Redemption Date" shall mean the date of the action
that a majority of the Board of Directors direct the Company to redeem the
Rights pursuant to Section 23(a) hereof or exchange the Rights pursuant to
Section 24(a) hereof.

                  (q)      "Redemption Price" shall have the meaning ascribed to
it in Section 23(a) hereof.

                  (r)      "Section 11(a)(ii) Event" shall have the meaning
ascribed to it in Section 11(a)(ii) hereof.

                  (s)      "Section 13(a) Event" shall have the meaning ascribed
to it in Section 13(a) hereof.

                  (t)      "Securities Act" shall mean the Securities Act of
1933, as amended.

                  (u)      "Subsidiary" of any Person shall mean any corporation
or other Person of which equity securities or equity interests representing a
majority of the voting power are owned, directly or indirectly, or which is
effectively controlled, by such Person.

                  (v)      "Trading Day" shall mean, as to any stock or other
security, a day on which the principal national securities exchange on which
such stock or other security is listed or admitted to trading is open for the
transaction of business or, if such stock or other security is not listed or
admitted to trading on any national securities exchange, a Business Day.

                  (w)      "Voting Share" shall mean (i) a Common Share of the
Company and (ii) any other share of capital stock of the Company entitled to
vote generally in the election of directors or entitled to vote together with
the Common Shares in respect of any merger, consolidation, sale of all or
substantially all of the Company's assets, liquidation, dissolution or winding
up. References in this Agreement to a percentage or portion of the outstanding
Voting Shares shall be deemed a reference to the percentage or portion of the
total votes entitled to be cast by the holders of the outstanding Voting Shares.


                                       4
<Page>

                  (x)      "20% Ownership Date" shall mean the first date of
public announcement (which, for purposes of this definition, shall include,
without limitation, a report filed pursuant to Section 13(d) of the Exchange
Act) by the Company or a 20% Stockholder containing the facts by virtue of which
a Person has become a 20% Stockholder.

                  (y)      "20% Stockholder" shall mean any Person that,
together with all Affiliates and Associates of such Person, hereafter acquires
Beneficial Ownership of, in the aggregate, a number of Voting Shares of the
Company equal to 1% or more of the Voting Shares then outstanding and thereupon
or thereafter Beneficially Owns 20% or more of the Voting Shares of the Company
then outstanding; provided, however, that the term "20% Stockholder" shall not
include: (i) the Company, any wholly owned Subsidiary of the Company, any
employee benefit plan of the Company or of a Subsidiary of the Company, or any
Person holding Voting Shares for or pursuant to the terms of any such employee
benefit plan; or (ii) any Person if such Person would not otherwise be a 20%
Stockholder but for a reduction in the number of outstanding Voting Shares
resulting from a stock repurchase program or other similar plan of the Company
or from a self tender offer of the Company, which plan or tender offer commenced
on or after the date hereof, provided, however, that the term "20% Stockholder"
shall include such Person from and after the first date upon which (A) such
Person, since the date of the commencement of such plan or tender offer, shall
have acquired Beneficial Ownership of, in the aggregate, a number of Voting
Shares of the Company equal to 1% or more of the Voting Shares of the Company
then outstanding and (B) such Person, together with all Affiliates and
Associates of such Person, shall Beneficially Own 20% or more of the Voting
Shares of the Company then outstanding. In calculating the percentage of the
outstanding Voting Shares that are Beneficially Owned by a Person for purposes
of this subsection (y), Voting Shares that are Beneficially Owned by such Person
shall be deemed outstanding, and Voting Shares that are not Beneficially Owned
by such Person and that are subject to issuance upon the exercise or conversion
of outstanding conversion rights, exchange rights, rights (other than Rights),
warrants or options shall not be deemed outstanding. Notwithstanding the
foregoing, at any time prior to the occurrence of a Section 11(a)(ii) Event, the
Board of Directors of the Company may determine that a Person who may otherwise
be a 20% Stockholder pursuant to the foregoing provisions of this definition,
shall not be so deemed for purposes of this Agreement, and no 20% Ownership Date
shall be deemed to have occurred, under the following circumstances: (i) such
Person has become such inadvertently, or (ii) such Person has become such solely
as the result of an agreement arrangement or understanding among two or more
stockholders of the Company, none of whom is individually the Beneficial owner
of 20% or more of the Company's stock other than by reason of subparagraph D of
the definition of the term Beneficial Owner herein; and (iii) such Person ceases
to be a 20% Stockholder or enters into such agreement, arrangement, or
understanding as the Board of Directors of the Company may approve or the Board
of Directors is otherwise satisfied that such determination is in the best
interest of the Company and its stockholders. Any determination made by the
Board of Directors as to whether any Person is or is not a 20% Stockholder shall
be conclusive and binding upon all holders of Rights.

         Section 2.        APPOINTMENT OF RIGHTS AGENT. The Company hereby
appoints the Rights Agent to act as agent for the Company in accordance with the
terms and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company may from time to time appoint such co-Rights Agents as
it may deem necessary or desirable. The Rights Agent shall


                                       5
<Page>

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

         Section 3.        ISSUANCE OF RIGHT CERTIFICATES.

                  (a)      "Distribution Date" shall mean the date, after the
date hereof, that is the earliest of (i) the tenth Business Day (or such later
day as shall be designated by a majority of the Board of Directors following the
date of the commencement of, or the first public announcement of the intent of
any Person (other than the Company, any wholly owned Subsidiary of the Company,
any employee benefit plan of the Company or of any Subsidiary of the Company, or
any Person holding Common Shares for or pursuant to the terms of any such
employee benefit plan) to commence, a tender offer or exchange offer, the
consummation of which would cause any Person to become a 20% Stockholder, (ii)
the date of the first Section 11(a)(ii) Event or (iii) the date of the first
Section 13(a) Event.

                  (b)      Until the Distribution Date, (i) the Rights shall be
represented by certificates for Common Shares (all of which certificates for
Common Shares shall be deemed to be Right Certificates) and not by separate
Right Certificates, (ii) the record holder of the Common Shares represented by
each of such certificates shall be the record holder of the Rights represented
thereby and (iii) the Rights shall be transferable only in connection with the
transfer of Common Shares. Until the earliest of the Distribution Date, the
Redemption Date or the Expiration Date, the surrender for transfer of such
certificates for Common Shares shall also constitute the surrender for transfer
of the Rights represented thereby.

                  (c)      As soon as practicable after the Distribution Date,
the Company shall promptly notify the Rights Agent of the occurrence thereof
and, if the Rights Agent is not then also the transfer agent and registrar for
the Common Stock, provide the Rights Agent with the names and addresses of all
record holders of Common Stock, and after notification by the Company, the
Rights Agent shall send by first class, 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, provided that
the Company has provided the Rights Agent with the list of such record holders,
a Right Certificate substantially in the form of Exhibit B hereto representing
one Right for each Common Share so held. Until such notice is received by the
Rights Agent, the Rights Agent may presume conclusively for all purposes that
the Distribution Date has not occurred. From and after the Distribution Date,
the Rights shall be represented solely by such Right Certificates and may only
be transferred by the transfer of such Right Certificates, and the holders of
such Right Certificates, as listed in the records of the Company or any transfer
agent or registrar for such Rights, shall be the record holders of such Rights.

                  (d)      As soon as practicable after the Record Date, the
Company shall send a copy of a Summary of the 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.

                  (e)      Certificates for Common Shares issued at any time
after the Record Date and prior to the earliest of the Distribution Date, the
Redemption Date or the Expiration Date,


                                       6
<Page>

shall have (to the extent feasible) impressed on, printed on, written on or
otherwise affixed to them substantially the following legend:

                  This certificate also represents Rights that entitle the
                  holder hereof to certain rights as set forth in an Amended and
                  Restated Rights Agreement dated as of September 5, 1991, and
                  amended and restated as of September 5, 2001 by and between
                  the Corporation and Mellon Investor Services LLC (the "Rights
                  Agreement"), the terms and conditions of which are hereby
                  incorporated herein by reference and a copy of which is on
                  file at the principal executive offices of the Corporation.
                  Under certain circumstances specified in the Rights Agreement,
                  such Rights will be represented by separate certificates and
                  will no longer be represented by this certificate. Under
                  certain circumstances specified in the Rights Agreement,
                  Rights beneficially owned by certain persons may become null
                  and void. The Corporation will mail to the record holder of
                  this certificate a copy of the Rights Agreement without charge
                  promptly following receipt of a written request therefor.

                  (f)      Certificates for Common Shares issued at any time on
or after the Distribution Date and prior to the earlier of the Redemption Date
or the Expiration Date shall have (to the extent feasible) impressed on, printed
on, written on or otherwise affixed to them substantially the following legend:

                  This certificate does not represent any Right issued pursuant
                  to the terms of an Amended and Restated Rights Agreement dated
                  as of September 5, 1991, and amended and restated as of
                  September 5, 2001 by and between the Corporation and Mellon
                  Investor Services LLC as Rights Agent.

                  (g)      In the event that at any time on or after the earlier
of the date of the first Section 11(a)(ii) Event or the date of the first
Section 13(a) Event and prior to the earlier of the Redemption Date or the
Expiration Date, the Company shall issue any Common Shares pursuant to the
exercise of conversion rights, exchange rights, rights (other than Rights),
warrants or options that shall have been issued or granted prior to the earlier
of the date of the first Section 11(a)(ii) Event or the date of the first
Section 13(a) Event, then, unless the Board of Directors of the Company shall
have provided otherwise at the time of the issuance or grant of such conversion
rights, exchange rights, rights (other than Rights), warrants or options, the
Rights Agent shall, upon notification by the Company, and as soon as practicable
after the date of such event (and receipt of written notification thereof), send
by first class, postage prepaid mail to the record holder of such Common Shares,
at the address of such holder as shown on the records of the Company, a Right
Certificate substantially in the form of Exhibit B hereto representing one Right
for each Common Share so issued.

                  (h)      Notwithstanding the foregoing provisions of this
Section 3, the Rights Agent shall not send any Right Certificate to any Person
if the Company has notified the Rights Agent that such Person is a 20%
Stockholder or one of its Affiliates or Associates or that the Rights held by
such Person are Beneficially Owned by a 20% Stockholder or to any of its
Affiliates or Associates. Any determination made by a majority of the Board of
Directors as to


                                       7
<Page>

whether any Common Shares are or were Beneficially Owned at any time by a 20%
Stockholder or an Affiliate or Associate of a 20% Stockholder shall be
conclusive and binding upon all holders of Rights.

         Section 4.        FORM OF RIGHT CERTIFICATES. The Right Certificates
and the form of assignment, including certificate, and the form of election to
purchase, including certificate, printed on the reverse thereof, when, as and if
issued, shall be substantially the same as 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 (but which do
not affect the rights, duties or responsibilities of the Rights Agent) 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 upon which
the Rights or the securities of the Company issuable upon exercise of the Rights
may from time to time be listed, or to conform to usage. Subject to Section 22
hereof, Right Certificates, whenever issued, that are issued in respect of
Common Shares that were issued and outstanding as of the Close of Business on
the Distribution Date, shall be dated as of the Distribution Date.

         Section 5.        COUNTERSIGNATURE AND REGISTRATION.

                  (a)      The Right Certificates shall be executed on behalf of
the Company by its Chairman of the Board, its Vice Chairman of the Board, its
President or any Vice President, either manually or by facsimile signature, and
may have affixed thereto the Company's seal or a facsimile thereof attested by
its Secretary or any Assistant Secretary, either manually or by facsimile
signature. The Right Certificates shall be manually countersigned by the Rights
Agent and shall not be valid for any purpose unless so countersigned. In case
any officer of the Company who shall have signed any of the 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. Any
Right Certificate may be signed on behalf of the Company by any Person who at
the actual date of such execution shall be a proper officer of the Company to
sign such Right Certificate, even though such person was not such an officer at
the date of the execution of this Agreement.

                  (b)      On the Distribution Date, if the Rights Agent is not
the sole transfer agent for the Company's Common Shares, the Company shall
furnish the Rights Agent with the name, address and number of Rights held by
each holder of Rights. Following the Distribution Date and receipt by the Rights
Agent of notice to that effect and all other relevant information, the Rights
Agent shall keep or cause to be kept at its offices designated for such purposes
books for registration and transfer of the Right Certificates issued hereunder.
Such books shall show the names and addresses of the respective holders of Right
Certificates, the number of Rights represented on its face by each Right
Certificate and the date of each Right Certificate.


                                       8
<Page>

         Section 6.        TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT
CERTIFICATES: MUTILATED, DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES.

                  (a)      Subject to the provisions of Sections 6(c), 7(d) and
14 hereof, at any time after the Close of Business on the Distribution Date, and
so long as the Rights represented thereby remain outstanding, any one or more
Right Certificates may be transferred, split up, combined or exchanged for one
or more Right Certificates representing the same aggregate number of Rights as
the Right Certificates surrendered. Any registered holder desiring to transfer,
split up, combine or exchange one or more Right Certificates shall make such
request in writing delivered to the Rights Agent, and shall surrender the Right
Certificates to be transferred, split up, combined or exchanged at the office of
the Rights Agent designated for such purpose with the form of assignment,
including certificate, on the reverse side thereof properly completed and duly
executed, or with a written instrument of transfer in form satisfactory to the
Rights Agent enclosed with such Rights Certificates, with signature guaranteed.
Thereupon, the Rights Agent shall countersign and deliver to the Person entitled
thereto one or more Right Certificates, 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. The Rights Agent shall have no duty or obligation under this
Section 6 or any other similar provision of this Agreement unless and until it
is satisfied that all such taxes and/or governmental charges have been paid in
full.

                  (b)      Upon receipt by the Company and the Rights Agent of
evidence 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 satisfactory to them and, at the Company's or the Rights Agent'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 such Right Certificate if mutilated, the Company shall issue and
deliver to the Rights Agent for delivery to the record holder of such Right
Certificate a new Right Certificate of like tenor in lieu of such lost, stolen,
destroyed or mutilated Right Certificate.

                  (c)      If with respect to any Rights Certificate surrendered
to the Rights Agent for transfer, the certificate attached to the form of
assignment has not been completed, the Rights Agent shall not take any further
action with respect to such requested transfer until it has received
instructions with respect thereto from the Company. In addition, the Rights
Agent shall not countersign and deliver a Right Certificate to any Person if
such Rights Certificate indicates such Person is a 20% Stockholder, or if the
Company has notified the Rights Agent, or the Rights Agent otherwise has been
informed, that such Right Certificate represents, or would represent when held
by such Person, Rights that had become or would become null and void pursuant to
Section 7(d) hereof.

         Section 7.        EXERCISE OF RIGHTS.

                  (a)      Until the Distribution Date, no Right may be
exercised.

                  (b)      Subject to Section 7(d) and (g) hereof and the other
provisions of this Agreement, at any time after the Close of Business on the
Distribution Date and prior to the Close of Business on the earlier of the
Redemption Date or the Expiration Date, the registered


                                       9
<Page>

holder of any Right Certificate may exercise the Rights represented thereby in
whole or in part upon surrender of such Right Certificate, with the form of
election to purchase, including certificate, on the reverse side thereof
properly completed and duly executed, with signature guaranteed, to the Rights
Agent at the office of the Rights Agent designated for such purpose, together
with payment of the Exercise Price for each Right exercised. Upon the exercise
of an exercisable Right and payment of the Exercise Price in accordance with the
provisions of this Agreement, the holder of such Right shall be entitled to
receive, subject to adjustment as provided herein, one one-hundredth of a
Preferred Share (or, following the occurrence of a Section 11(a)(ii) Event or a
Section 13(a) Event, Common Shares and/or other securities).

                  (c)      The Exercise Price for the exercise of each Right
shall initially be fifty dollars ($50.00) and shall be payable in lawful money
of the United States of America in accordance with Section 7(f) hereof. The
Exercise Price and the number of Preferred Shares (or, following the occurrence
of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, other
securities, cash and/or other property) to be acquired upon exercise of a Right
shall be subject to adjustment from time to time as provided in Sections 7(e),
11 and 13 hereof and the other provisions of this Agreement.

                  (d)      Notwithstanding anything in this Agreement to the
contrary, from and after the earlier of the date of the first Section 11(a)(ii)
Event or the date of the first Section 13(a) Event any Rights that are or were
Beneficially Owned by a 20% Stockholder or any Affiliate or Associate of a 20%
Stockholder at any time on or after the Distribution Date shall be null and
void, and for all purposes of this Agreement such Rights shall thereafter be
deemed not to be outstanding, and any holder of such Rights (whether or not such
holder is a 20% Stockholder or an Affiliate or Associate of a 20% Stockholder)
shall thereafter have no right to exercise or exchange such Rights.

                  (e)      Prior to the Distribution Date, if a majority of the
Board of Directors shall have determined that such action adequately protects
the interests of the holders of Rights, the Company may, in its discretion,
substitute for all or any portion of the Preferred Shares that would otherwise
be issuable (after the Close of Business on the Distribution Date) upon the
exercise of each Right and payment of the Exercise Price, (i) cash, (ii) other
equity securities of the Company, (iii) debt securities of the Company, (iv)
other property or (v) any combination of the foregoing, in each case having an
aggregate Current Market Price equal to the aggregate Current Market Price of
the Preferred Shares for which substitution is made. Subject to Section 7(d)
hereof, in the event that the Company takes any action pursuant to this Section
7(e), such action shall apply uniformly to all outstanding Rights.

                  (f)      Upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase, including
certificate, properly completed and duly executed, with signature guaranteed,
accompanied by payment of the Exercise Price for each Right to be exercised and
an amount equal to any applicable tax or governmental charge required to be paid
by the holder of such Right Certificate in accordance with Section 9 hereof by
certified check or cashier's check payable to the order of the Company, the
Rights Agent shall thereupon promptly (i) requisition from the transfer agent of
the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event
or a Section 13(a) Event, Common Shares, other securities, cash and/or other
property), certificates for the number of Preferred Shares (or such other
securities) to be


                                       10
<Page>

purchased, and the Company hereby irrevocably authorizes such transfer agent to
comply with all such requests, and/or, as provided in Section 14 hereof,
requisition from the depositary agent described therein depositary receipts
representing such number of one-hundredths of a Preferred Share (or such other
securities) as are to be purchased (in which case certificates for the Preferred
Shares (or such other securities) represented by such receipts shall be
deposited by the transfer agent with such depositary agent) and the Company
hereby directs such depositary agent to comply with such request, (ii) when
necessary to comply with this Agreement, requisition from the Company the amount
of cash to be paid in lieu of issuance of fractional Preferred Shares (or such
other securities) in accordance with Section 14 hereof, (iii) after receipt of
such certificates, depositary receipts or cash, 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 necessary to comply with this Agreement, after receipt thereof, deliver
such cash to or upon the order of the registered holder of such Right
Certificate.

                  (g)      Notwithstanding the foregoing provisions of this
Section 7, the exercisability of the Rights shall be suspended for such period
as shall reasonably be necessary for the Company to register under the
Securities Act and any applicable securities law of any jurisdiction the
Preferred Shares to be issued pursuant to the exercise of the Rights; provided,
however, that nothing contained in this Section 7 shall relieve the Company of
its obligations under Section 9(c) hereof. Upon any such suspension, the Company
shall notify the Rights Agent.

                  (h)      In case the registered holder of any Right
Certificate shall exercise less than all of the Rights represented thereby, a
new Right Certificate representing Rights equivalent to the Rights remaining
unexercised shall be issued by the Rights Agent to the registered holder of such
Right Certificate or to such holder's duly authorized assigns, subject to the
provisions of Section 14 hereof.

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

                  (j)      Neither the Company nor the Rights Agent shall have
any liability to any holder of Rights or any other Person as a result of the
Company's failure to make any determination under this Section 7 or any other
section with respect to a 20% stockholder or an Affiliate or Associate of a 20%
stockholder or transferees hereunder.

         Section 8.        CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES.
All Right Certificates surrendered for the purpose of exercise, transfer, split
up, combination or exchange shall, if surrendered to the Company or to any of
its agents, be delivered to the Rights Agent for cancellation or in canceled
form, or, if surrendered to the Rights Agent, shall be canceled by it,


                                       11
<Page>

and no Right Certificates shall be issued in lieu thereof except as expressly
permitted by 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.

                  (a)      Subject to Section 7(e) and 9(f) hereof, the Company
shall cause to be reserved and kept available out of its authorized and unissued
equity securities (or out of its authorized and issued equity securities held in
its treasury), the number of such equity securities that will from time to time
be sufficient to permit the exercise in full of all outstanding Rights.

                  (b)      In the event that any securities issuable upon
exercise of the Rights are listed on any national securities exchange, the
Company shall use its best efforts, from and after such time as the Rights
become exercisable, to cause all such securities issued or reserved for such
issuance to be listed on such exchange upon official notice of issuance upon
such exercise.

                  (c)      If necessary to permit the issuance of securities
upon exercise of the Rights, the Company shall use its best efforts, from and
after the Distribution Date, to register such securities under the Securities
Act and any applicable securities laws and to keep such registration effective
until the earlier of the Redemption Date or the Expiration Date.

                  (d)      The Company shall take all such action as may be
necessary to ensure that all securities delivered upon exercise of the Rights
shall, at the time of delivery of the certificates for such securities (subject
to payment of the Exercise Price), be duly and validly authorized and issued and
fully paid and nonassessable securities.

                  (e)      The Company shall pay when due and payable any and
all taxes and charges that may be payable in respect of the issuance or delivery
of the Right Certificates or of any securities upon the exercise of Rights. The
Company shall not, however, be required to pay any tax or charge that may be
payable in respect of any transfer or delivery of a Right Certificate to a
Person other than, or the issuance or delivery of a certificate for securities
in respect of a name other than that of, the registered holder of the Right
Certificate representing Rights surrendered for exercise, or to issue or deliver
any certificate for securities upon the exercise of any Right until any such tax
or charge shall have been paid (any such tax or charge being payable by the
holder of such Right Certificate at the time of surrender) or until it has been
established to the Company's satisfaction that no such tax or charge is due.

                  (f)      With respect to the Common Shares and/or other
securities issuable pursuant to Section 11(a)(ii) and (iii) hereof, the
foregoing covenants shall be applicable only upon and following the occurrence
of a Section 11(a)(ii) Event.

         Section 10.       SECURITIES RECORD DATE. Each person in whose name any
certificate for securities of the Company is issued upon the exercise of Rights
shall for all purposes be deemed to have become the holder of record of the
securities represented thereby on, and such certificate


                                       12
<Page>

shall be dated, the date upon which the Right Certificate representing such
Rights was duly surrendered and payment of the Exercise Price (and any
applicable taxes or charges) was made; provided, however, that if the date of
such surrender and payment is a date upon which the securities transfer books of
the Company are closed, such Person shall be deemed to have become the record
holder of such securities on, and such certificate shall be dated, the next
succeeding Business Day on which the securities transfer books of the Company
are open.

         Section 11.       ADJUSTMENT OF EXERCISE PRICE, NUMBER OF SHARES
ISSUABLE UPON EXERCISE OF RIGHTS OR NUMBER OF RIGHTS. The Exercise Price, the
number and kind of securities that may be purchased upon exercise of a 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 that the Company shall at any
time after the Close of Business on the Record Date and prior to the Close of
Business on the earlier of the Redemption Date or the Expiration Date (A)
declare or pay any dividend on the Preferred Shares payable in Preferred Shares
or Voting Shares, (B) subdivide the outstanding Preferred Shares, (C) combine
the outstanding Preferred Shares into a smaller number of Preferred Shares or
(D) issue Preferred Shares or Voting Shares 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), then, and upon each such event, the number and kind of Preferred
Shares or other securities issuable upon the exercise of a Right on the date of
such event shall be proportionately adjusted so that the holder of any Right
exercised on or after such date shall be entitled to receive, upon the exercise
thereof and payment of the Exercise Price, the aggregate number and kind of
Preferred Shares or other securities or other property, as the case may be,
that, if such Right had been exercised immediately prior to such date and at a
time when such Right was exercisable and the transfer books of the Company were
open, such holder would have owned upon such exercise and would have been
entitled to receive by virtue of such dividend, subdivision, combination or
reclassification. If an event occurs that 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 l1(a)(ii) hereof.

                           (ii)     In the event (a "Section 11(a)(ii) Event")
that a 20% Ownership Date shall have occurred and neither the Redemption Date
nor the Expiration Date shall have occurred prior to the tenth Business Day
following such 20% Ownership Date, then, and upon each such event, proper
provision shall be made so that except as provided in Section 7(d) hereof, each
holder of a Right shall thereafter have the right to receive, upon the exercise
thereof in accordance with the terms of this Agreement and payment of the then
current Exercise Price, in lieu of the securities or other property otherwise
purchasable upon such exercise, such number of Common Shares of the Company as
shall equal the result obtained by multiplying the then current Exercise Price
by the then number of one-hundredths of a Preferred Share for which a Right was
exercisable (or, if the Distribution Date shall not have occurred prior to the
date of such Section 11(a)(ii) Event, the number of one-hundredths of a
Preferred Share for which a Right would have been exercisable if the
Distribution Date had occurred on the Business Day immediately preceding the
date of such Section 11(a)(ii) Event) immediately prior to such Section
11(a)(ii) Event, and dividing that product by 50% of the Current Market Price
(determined pursuant to Section 11(d) hereof) of a Common Share on the date of


                                       13
<Page>

occurrence of the relevant Section 11(a)(ii) Event (such number of shares being
hereinafter referred to as the "Adjustment Shares"). Successive adjustments
shall be made pursuant to this paragraph each time a Section l1(a)(ii) Event
occurs.

                           (iii)    In the event that on the date of a
Section 11(a)(ii) Event the aggregate number of Common Shares that are
authorized by the Company's Certificate of Incorporation but not outstanding or
reserved for issuance for purposes other than upon exercise of the Rights is
less than the aggregate number of Adjustment Shares thereafter issuable upon the
exercise in full of the Rights in accordance with Section 11(a)(ii) hereof (the
excess of such number of Adjustment Shares over and above such number of Common
Shares being hereinafter referred to as the "Unavailable Adjustment Shares"),
then, and upon each such event, the Company shall substitute for the pro rata
portion of the Unavailable Adjustment Shares that would otherwise be issuable
thereafter upon the exercise of each Right and payment of the Exercise Price,
(A) cash, (B) other equity securities of the Company (including, without
limitation, shares of preferred stock of the Company or units of such shares
having the same Current Market Price as one Common Share (a "Common Share
Equivalent")), (C) debt securities of the Company, (D) other property or (E) any
combination of the foregoing, in each case having an aggregate Current Market
Price equal to the aggregate Current Market Price of the Unavailable Adjustment
Shares for which substitution is made. Subject to Section 7(d) hereof, in the
event that the Company takes any action pursuant to this Section 11(a)(iii),
such action shall apply uniformly to all outstanding Rights.

                  (b)      In the event that the Company shall, at any time
after the Close of Business on the Record Date and prior to the Close of
Business on the earlier of the Redemption Date or the Expiration Date, fix a
record date prior to the earlier of the Redemption Date or the Expiration Date
for the issuance of rights, options or warrants to all holders of Preferred
Shares entitling them initially to subscribe for or purchase Preferred Shares
(or shares having the same rights, privileges and preferences as the Preferred
Shares ("Preferred Share Equivalents")) or securities convertible into Preferred
Shares or Preferred Share Equivalents, at a price per Preferred Share or
Preferred Share Equivalent (or having a conversion price per share, if a
security convertible into Preferred Shares or Preferred Share Equivalents) less
than the Current Market Price per Preferred Share on such record date, then, and
upon each such event, the Exercise Price to be in effect after such record date
shall be determined by multiplying the Exercise Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be equal
to the sum of the number of Preferred Shares outstanding on such record date
plus the number of Preferred Shares that the aggregate offering price of the
total number of Preferred Shares and/or Preferred Share Equivalents to be so
offered (and/or the aggregate initial conversion price of the convertible
securities to be so offered) would purchase at such Current Market Price, and
the denominator of which shall be equal to the number of Preferred Shares
outstanding on such record date plus the number of additional Preferred Shares
and/or Preferred Share Equivalents to be offered for subscription or purchase
(or into which the convertible securities to be so offered are initially
convertible); provided, however, that if such rights, options or warrants are
not exercisable immediately upon issuance but become exercisable only upon the
occurrence of a specified event or the passage of a specified period of time,
then the adjustment to the Exercise Price shall be made and become effective
only upon the occurrence of such event or such passage of time, and such
adjustment shall be made as if the record date for the issuance of such rights,
options or warrants had been the business day immediately preceding


                                       14
<Page>

the date upon which such rights, options or warrants became exercisable.
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 to
the Exercise Price shall be made successively whenever such a record date is
fixed, and in the event that such rights or warrants are not so issued, the
Exercise Price shall be adjusted to be the Exercise Price that would then be in
effect if such record date had not been fixed.

                  (c)      In the event that the Company shall, at any time
after the Close of Business on the Record Date and prior to the Close of
Business on the earlier of the Redemption Date or the Expiration Date, 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 surviving corporation) of securities or
assets (other than a distribution of securities for which an adjustment is
required under Section 11(a)(i) or (b) hereof or a regular quarterly cash
dividend), then the Exercise Price to be in effect after such record date shall
be determined by multiplying the Exercise Price in effect immediately prior to
such record date by a fraction, the numerator of which shall be equal to the
excess of the Current Market Price per Preferred Share on such record date over
and above the fair market value of the portion of the securities or assets to be
so distributed with respect to one Preferred Share, and the denominator of which
shall be equal to such Current Market Price per Preferred Share. Such
adjustments shall be made successively whenever such a record date is fixed, and
in the event that such a distribution is not so made, the Exercise Price shall
be adjusted to be the Exercise Price that would then be in effect if such record
date had not been fixed.

                  (d)      For the purpose of any computation under this Section
11, if the Preferred Shares are not publicly held or traded, the "Current Market
Price" per Preferred Share shall be conclusively deemed to be the Current Market
Price per Common Share multiplied by 100.

                  (e)      No adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at least 1% in
the Exercise Price; provided, however, that any adjustments that by reason of
this Section 11(e) are not required to be made shall be cumulated 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-thousandth of a Common
Share or other share or one-millionth of a Preferred Share, as the case may be.

                  (f)      If, as a result of an adjustment made pursuant to
Section 11(a) hereof, the holder of any Right thereafter exercised shall become
entitled to receive any securities of the Company other than Preferred Shares,
the number of such other securities 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 Preferred
Shares contained in this Section 11, and the other provisions of this Agreement
with respect to Preferred Shares shall apply on like terms to any such other
securities.

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


                                       15
<Page>

                  (h)      Unless the Company shall have exercised its election
as provided in Section 11(i) below, upon each adjustment of the Exercise Price
as a result of the calculations made in Sections 11(b) and (c) hereof, each
Right outstanding immediately prior to the making of such adjustment shall
thereafter represent the right to purchase, at the adjusted Exercise Price, that
number of one-hundredths of a Preferred Share (calculated to the nearest
one-millionth of a Preferred Share) obtained by multiplying (i) the number of
one-hundredths of a Preferred Share purchasable upon the exercise of one Right
immediately prior to such adjustment of the Exercise Price by (ii) the Exercise
Price in effect immediately prior to such adjustment, and dividing the product
so obtained by the Exercise Price in effect immediately after such adjustment.

                  (i)      The Company may elect, on or after the date of any
adjustment of the Exercise Price, to adjust the number of Rights instead of
making any adjustment in the number of Preferred Shares 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-hundredths 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-thousandth of a Right) obtained by dividing the Exercise Price in effect
immediately prior to the adjustment of the Exercise Price by the Exercise Price
in effect immediately after such adjustment of the Exercise Price. The Company
shall notify the Rights Agent in writing and make a public announcement of its
election to adjust the number of Rights pursuant to this Section 11(i),
indicating the record date for the adjustment and, if known at the time, the
amount of the adjustment to be made. Such record date may be the date on which
the Exercise Price is adjusted or any day thereafter, but, if separate Right
Certificates have been issued, it shall be at least 10 days after the date of
such public announcement. If separate 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
representing, 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, 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 such adjustment, and upon surrender thereof if required by the Company,
new Right Certificates representing all the Rights to which such holders shall
be entitled after such adjustment. Right Certificates to be so distributed shall
be issued, executed and countersigned in the manner provided for herein (and may
bear, at the option of the Company, the adjusted Exercise Price) 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
Exercise Price or the number of one-hundredths of a Preferred Share issuable
upon the exercise of one Right, the Right Certificates theretofore and
thereafter issued may continue to express the Exercise Price per one
one-hundredth of a Preferred Share and the number of Preferred Shares issuable
upon the exercise of one Right that were expressed in the initial Right
Certificates issued hereunder.

                  (k)      Before taking any action that would cause an
adjustment reducing the Exercise Price below one one-hundredth of the then par
value, if any, of the Preferred Shares issuable upon exercise of the Rights, the
Company shall take any corporate action that may, in the advice or opinion of
its counsel, be necessary in order that the Company may validly and


                                       16
<Page>

legally issue fully paid and nonassessable one one-hundredths of a Preferred
Share at such adjusted Exercise Price.

                  (l)      In any case in which this Section 11 shall require
that an adjustment in the Exercise Price be made effective as of a record date
for a specified event, the Company may elect to defer (and shall promptly notify
the Rights Agent of any such election), until the occurrence of such event, the
issuance to the holder of any Right exercised after such record date of the
number of one-hundredths of a Preferred Share and other capital stock or
securities of the Company, if any, issuable upon such exercise over and above
the number of one-hundredths of a Preferred Share and other capital stock or
securities of the Company, if any, issuable upon such exercise on the basis of
the Exercise Price in effect prior to such adjustment; provided, however, that
the Company shall deliver to such holder a due bill or other appropriate
instrument representing such holder's right to receive such additional shares
upon the occurrence of the event requiring such adjustment.

                  (m)      Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such further adjustments
in the number of one-hundredths of a Preferred Share that may be purchased upon
exercise of one Right, and such further adjustments in the Exercise 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 any Preferred Shares at less than the Current Market
Price thereof, (iii) issuance wholly for cash of Preferred Shares or securities
that by their terms are convertible into or exchangeable for Preferred Shares,
(iv) dividends on Preferred Shares payable in Preferred Shares or (v) issuance
of rights, options or warrants referred to Section 11(b) hereof, hereafter made
by the Company to holders of its Preferred Shares shall not be taxable to such
stockholders.

                  (n)      In the event that the Company shall, at any time
after the Close of Business on the Record Date and prior to the Close of
Business on the earliest of the date of the first Section 11(a)(ii) Event, the
date of the first Section 13(a) Event, the Redemption Date or the Expiration
Date, (i) pay any dividend on the Common Shares payable in Common Shares, (ii)
subdivide the outstanding Common Shares, (iii) combine the outstanding Common
Shares into a smaller number of Common Shares or (iv) issue Common Shares in a
reclassification of the Common Shares (including any such reclassification in
connection with a consolidation or merger in which the Company is the continuing
or surviving corporation), then, and upon each such event, the Exercise Price to
be in effect after such event shall be determined by multiplying the Exercise
Price in effect immediately prior to such event by a fraction, the numerator of
which shall be equal to the number of Common Shares outstanding immediately
prior to such event and the denominator of which shall be equal to the number of
Common Shares outstanding immediately after such event. Successive adjustments
shall be made pursuant to this Section 11(n) each time such a dividend is paid
or such a subdivision, combination or reclassification is effected. If an event
occurs that would require an adjustment under both this Section 11(n) and
Section 11(a)(ii) hereof, the adjustment provided for in this Section 11(n)
shall be in addition to, and shall be made prior to, any adjustment required
pursuant to Section 11(a)(ii) hereof.


                                       17
<Page>

         Section 12.       CERTIFICATE OF ADJUSTED EXERCISE PRICE OR NUMBER OF
SHARES ISSUABLE UPON EXERCISE OF Rights. Whenever an adjustment is made as
provided in Section 11 hereof, the Company shall promptly (a) prepare a
certificate setting forth such adjustment and a brief, reasonably detailed,
statement of the facts, computations and methodology, giving rise to such
adjustment, (b) file with the Rights Agent and with each transfer agent for the
securities issuable upon exercise of the Rights a copy of such certificate and
(c) mail a brief summary thereof to each holder of Rights in accordance with
Section 25 hereof. Notwithstanding the foregoing sentence, the failure of the
Company to make such certification or to give such notice shall not affect the
validity or the force and effect of such adjustment. Any adjustment to be made
pursuant to Sections 11 or 13 hereof shall be effective as of the date of the
event giving rise to such adjustment. The Rights Agent shall be fully authorized
to rely on such certificate and any adjustment contained therein and shall be
deemed not to have knowledge of any such adjustment until receipt of such
certificate.

         Section 13.       CONSOLIDATION,  MERGER, OR SALE OR TRANSFER OF ASSETS
OR EARNING POWER.

                  (a)      In the event (a "Section 13(a) Event") that, at any
time on or after the 20% Ownership Date and prior to the earlier of the
Redemption Date or the Expiration Date, (1) the Company shall, directly or
indirectly, consolidate with or merge with and into any other Person and the
Company shall not be the continuing or surviving corporation in such
consolidation or merger, (2) any Person shall, directly or indirectly,
consolidate with or merge with and into the Company and the Company shall be the
continuing or surviving corporation in such merger and, in connection with such
merger, all or part of the Common Shares shall be changed into or exchanged for
stock or other securities of any Person or cash or any other property, or (3)
the Company and/or any one or more of its Subsidiaries shall, directly or
indirectly, sell or otherwise transfer, in one or more transactions (other than
transactions in the ordinary course of business), assets or earning power
aggregating more than 50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any Person or Persons other than the Company
or one or more of its wholly owned Subsidiaries (such Persons, together with the
Persons described in clauses (1) and (2) above shall be collectively referred to
as the "Surviving Person"), then, and in each such case, proper provision shall
be made so that:

                           (i)      except as provided in Section 7(d) hereof,
each holder of a Right shall thereafter have the right to receive, upon the
exercise thereof in accordance with the terms of this Agreement and payment of
the then current Exercise Price, in lieu of the securities or other property
otherwise purchasable upon such exercise, such number of validly authorized and
issued, fully paid and nonassessable Common Shares of the Surviving Person as
shall be equal to a fraction, the numerator of which is the product of the then
current Exercise Price multiplied by the number of one-hundredths of a Preferred
Share purchasable upon the exercise of one Right immediately prior to the first
Section 13(a) Event (or, if the Distribution Date shall not have occurred prior
to the date of such Section 13(a) Event, the number of one-hundredths of a
Preferred Share that would have been so purchasable if the Distribution Date had
occurred on the Business Day immediately preceding the date of such Section
13(a) Event, or, if a Section 11(a)(ii) Event has occurred prior to such Section
13(a) Event, the product of the number of one-hundredths of a Preferred Share
purchasable upon the exercise of a Right (or, if the Distribution Date shall not
have occurred prior to the date of such Section 11(a)(ii) Event, the number of
one-hundredths of a Preferred Share that would have been so purchasable if the


                                       18
<Page>

Distribution Date had occurred on the Business Day immediately preceding the
date of such Section 11(a)(ii) Event) immediately prior to such Section
11(a)(ii) Event, multiplied by the Exercise Price in effect immediately prior to
such Section 11(a)(ii) Event), and the denominator of which is 50% of the
Current Market Price per Common Share of the Surviving Person on the date of
consummation of such Section 13(a) Event;

                           (ii)     the Surviving Person shall thereafter be
liable for and shall assume, by virtue of such consolidation, merger, sale or
transfer, all the obligations and duties of the Company pursuant to this
Agreement;

                           (iii)    the term, "Company," shall thereafter be
deemed to refer to the Surviving Person; and

                           (iv)     the Surviving Person shall take such steps
(including, but not limited to, the reservation of a sufficient number of its
Common Shares in accordance with Section 9 hereof) in connection with such
consummation as may be necessary to ensure that the provisions hereof shall
thereafter be applicable to its Common Shares thereafter deliverable upon the
exercise of Rights.

                  (b)      Notwithstanding the foregoing, if the Section 1.3(a)
Event is the sale or transfer in one or more transactions of assets or earning
power aggregating more than 50% of the assets or earning power of the Company
and its Subsidiaries (taken as a whole), but less than 100% thereof, then each
Person acquiring all or a portion thereof shall assume the obligations of the
Company as to a fraction of each of the Rights equal to the fraction of the
assets of the Company and its Subsidiaries (taken as a whole) acquired by such
Person, and the obligations of the Company as to the remaining fraction of each
of the Rights shall continue to be the obligations of the Company.

                  (c)      The Company shall not consummate a Section 13(a)
Event unless prior thereto the Company and the Surviving Person shall have
executed and delivered to the Rights Agent a supplemental agreement confirming
that such Surviving Person shall, upon consummation of such Section 13(a) Event,
assume this Agreement in accordance with Section 13 hereof, that all rights of
first refusal or preemptive rights in respect of the issuance of Common Shares
of such Surviving Person upon exercise of outstanding Rights have been waived
and that such Section 13(a) Event shall not result in a default by such
Surviving Person under this Agreement, and further providing that, as soon as
practicable after the date of consummation of such Section 13(a) Event, such
Surviving Person shall:

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

                           (ii)     use its best efforts to list (or continue
the listing of) the Rights and the Common Shares of the Surviving Person
purchasable upon exercise of the Rights on a


                                       19
<Page>

national securities exchange, or use its best efforts to cause the Rights and
such Common Shares to meet the eligibility requirements for quotation on NASDAQ;
and

                           (iii) deliver to holders of the Rights historical
financial statements for such Surviving Person that comply in all respects with
the requirements for registration on Form 10 (or any successor form) under the
Exchange Act.

                  (d)      In the event that at any time after the occurrence of
a Section 11(a)(ii) Event some or all of the Rights shall not have been
exercised pursuant to Section 11 hereof prior to the date of a Section 13(a)
Event, such Rights shall thereafter be exercisable only in the manner described
in Section 13(a) hereof. In the event that a Section 11(a)(ii) Event occurs on
or after the date of a Section 13(a) Event, Rights shall not be exercisable
pursuant to Section 11 hereof but shall instead be exercisable pursuant to, and
only pursuant to, this Section 13.

                  (e)      The provisions of this Section 13 shall apply to each
successive merger, consolidation, sale or other transfer constituting a Section
13(a) Event.

         Section 14.       FRACTIONAL RIGHTS AND FRACTIONAL.

                  (a)      The Company shall not be required to issue fractions
of Rights or to distribute Right Certificates that represent fractional Rights.
If the Company shall determine not to issue such fractional Rights, the Company
shall pay to the registered holders of the Right Certificates with respect to
which such fractional Rights would otherwise be issuable, at the time such
fractional Rights would otherwise have been issued as provided herein, an amount
in cash equal to the same fraction of the Current Market Price of a whole Right
on the Business Day immediately prior to the date upon which such fractional
Rights would otherwise have been issuable.

                  (b)      The Company shall not be required to issue fractions
of Common Shares or Preferred Shares (other than fractions that are integral
multiples of one one-hundredth of a Preferred Share) upon exercise of Rights, or
to distribute certificates that represent fractional Common Shares or Preferred
Shares (other than fractions that are integral multiples of one one-hundredth of
a Preferred Share). Fractions of Preferred Shares in integral multiples of one
one-hundredth of a Preferred Share may, at the election of the Company, be
represented by depositary receipts, pursuant to an appropriate agreement between
the Company and a depositary selected by it, provided that such agreement shall
provide that the holders of such depositary receipts shall have all the rights,
privileges and preferences to which they are entitled as beneficial owners of
Preferred Shares. If the Company shall determine not to issue fractional Common
Shares or Preferred Shares (or depositary receipts in lieu of Preferred Shares),
the Company shall pay to the registered holders of Right Certificates with
respect to which such fractional Common Shares or Preferred Shares would
otherwise be issuable, at the time such Rights are exercised as provided herein,
an amount in cash equal to the same fraction of the Current Market Price of a
whole Common Share or Preferred Share, as the case may be. For purposes of this
Section 14(b), the Current Market Price of a whole Common Share or Preferred
Share shall be the Closing Price per share for the Trading Day immediately prior
to the date of such exercise.


                                       20
<Page>

                  (c)      The holder of a Right, by the acceptance of such
Right, expressly waives such holder's right to receive any fractional Rights or
any fractional Common Shares or Preferred Shares upon exercise of such Right,
except as permitted by this Section 14.

                  (d)      The Rights Agent shall have no duty or obligation
with respect to this Section 14 or any other Section hereof concerning
fractional shares unless and until it has received specific instructions (and
sufficient cash, if required) from the Company with respect to its duties and
obligations under such Sections.


         Section 15.       RIGHTS OF ACTION. All rights of action in respect of
this Agreement, except the rights of action given to the Rights Agent under
Section 18 and Section 20 hereof, are vested in the respective registered
holders of the Right Certificates and certificates for Common Shares
representing Rights, and any registered holder of any Right Certificate or of
such certificate for Common Shares, without the consent of the Rights Agent or
of the holder of any other Right Certificate or any other certificate for Common
Shares may, in such holder's own behalf and for such holder's own benefit,
enforce, and may institute and maintain any suit, action or proceeding against
the Company to enforce, or otherwise act in respect of, such holder's right to
exercise the Rights represented by such Right Certificate or by such certificate
for Common Shares in the manner provided in such Certificate and in this
Agreement. Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the holders of Rights
would not have an adequate remedy at law for any breach of this Agreement and
shall be entitled to specific performance, and injunctive relief against actual
or threatened violations, of the obligations of any Person under 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 every other holder of a Right that:

                  (a)      prior to the Distribution Date, the Rights shall be
represented by certificates for Common Shares registered in the name of the
holders of such Common Shares (which certificates for Common Shares shall also
constitute Right Certificates), and each such Right shall be transferable only
in connection with the transfer of such Common Shares;

                  (b)      after the Distribution Date, the Right Certificates
shall only be transferable on the registry books of the Rights Agent if
surrendered at the office of the Rights Agent designated for such purpose, duly
endorsed or accompanied by a proper instrument of transfer (with all required
certifications completed), and otherwise complying with the requirements set
forth in this Agreement; and

                  (c)      the Company and the Rights Agent may deem and treat
the Person in whose name the Right Certificate is registered as the absolute
owner thereof and of the Rights represented thereby (notwithstanding any
notations of ownership or writing on the Right Certificate by anyone other than
the Company or the Rights Agent) for all purposes whatsoever, and neither the
Company nor the Rights Agent shall be affected by any notice to the contrary;
and


                                       21
<Page>

                  (d)      notwithstanding anything in this Agreement to the
contrary, neither the Company nor the Rights Agent shall have any liability to
any holder of a Right or other Person as a result of its inability to perform
any of its obligations under this Agreement by reason of any preliminary or
permanent injunction or other order, decree, judgment or ruling (whether
interlocutory or final) issued by a court of competent jurisdiction or by a
governmental, regulatory or administrative agency or commission, of any statute,
rule, regulation or executive order promulgated or enacted by any governmental
authority, prohibiting or otherwise restraining performance or such obligation;
PROVIDED, HOWEVER, that the Company must use its best efforts to have any such
order, decree, judgment or ruling lifted or otherwise overturned as soon as
possible.

         Section 17.       RIGHT HOLDER AND RIGHT CERTIFICATE HOLDER NOT DEEMED
A STOCKHOLDER. No holder, as such, of any Right or Right Certificate shall be
entitled to vote, receive dividends or be deemed for any purpose the holder of
the securities of the Company that may at any time be issuable upon 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 or 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, to give or withhold consent to any
corporate action, to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 25 hereof), or to receive dividends
or subscription rights, or otherwise, in each case until such Right or the
Rights represented by such Right Certificate shall have been exercised in
accordance with the provisions hereof.

         Section 18.       CONCERNING THE RIGHTS AGENT.

                  (a)      The Company agrees to pay to the Rights Agent as
compensation for all services rendered by it hereunder reasonable and customary
fees and expenses (including legal fees and disbursements) incurred in the
preparation, delivery, administration, execution and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement,
cost or expense (including, without limitation, the reasonable fees and expenses
of legal counsel), incurred without gross negligence, bad faith or willful
misconduct (each as finally determined by a court of competent jurisdiction) on
the part of the Rights Agent, for any action taken, suffered or omitted by the
Rights Agent in connection with the acceptance and administration of this
Agreement or the exercise and performance of its duties hereunder, including,
without limitation, the costs and expenses of defending against any claim of
liability. The indemnity provided herein shall survive the termination and the
expiration of this Agreement, the termination and the expiration of the Rights,
and the resignation or removal of the Rights Agent. The costs and expenses
incurred in enforcing this right of indemnification shall be paid by the
Company.

                  (b)      The Rights Agent shall be authorized and protected
and shall incur no liability for or in respect of any action taken, suffered or
omitted by it in connection with the acceptance and administration of, or
exercise and performance of its duties under, this Agreement in reliance upon
any Right Certificate or certificate for the Preferred Shares or 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,


                                       22
<Page>

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, or otherwise upon the advice of its counsel as set forth in Section 20
hereof. The Rights Agent shall not be deemed to have any duty or notice unless
and until the Company has provided the Rights Agent with actual written notice.

         Section 19.       MERGER OR CONSOLIDATION OR CHANCE OF NAME OF RIGHTS
AGENT.

                  (a)      Any Person into which the Rights Agent or any
successor Rights Agent may be merged or with which it may be consolidated, or
any Person resulting from any merger or consolidation to which the Rights Agent
or any successor Rights Agent shall be a party, or any Person succeeding to the
investor services, corporate trust or stock transfer 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 Person would be
eligible for appointment as a successor Rights Agent under the provisions of
Section 21 hereof. If, at the time such successor Rights Agent shall succeed to
the agency created by this Agreement, any of the Right Certificates shall have
been countersigned but not delivered, any such successor Rights Agent may adopt
the countersignature of the predecessor Rights Agent and deliver such Right
Certificates so countersigned; and if at that time any of the Right Certificates
shall not have been countersigned, any successor Rights Agent may countersign
such Right Certificates either in the name of the predecessor Rights Agent or in
the name of the successor Rights Agent; and in all such cases such Right
Certificates shall have the full force provided in such Right Certificates, and
in this Agreement.

                  (b)      If 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 if at
that time any of the Right Certificates shall not have been countersigned, the
Rights Agent may countersign such Right Certificates either in its prior name or
in its changed name; and in all such cases such Right Certificates shall have
the full force provided in such Right Certificates and in this Agreement.

         Section 20.       DUTIES OF RIGHTS AGENT. The Rights Agent, as Rights
Agent, shall have only the duties and obligations expressly set forth in this
Agreement, and no other duties or obligations shall be implied by its
appointment as 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 of the Rights, shall be bound:

                  (a)      The Rights Agent may consult with legal counsel (who
may be legal counsel for the Company), and the advice or opinion of such counsel
shall be full and complete authorization and protection to the Rights Agent and
the Rights Agent shall incur no liability for or in respect of any action taken,
suffered or omitted by it in accordance with such advice or opinion.


                                       23
<Page>

                  (b)      Whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking, suffering or
omitting to take 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 Vice Chairman of the Board, 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 and protection to
the Rights Agent and the Rights Agent shall incur no liability for or in respect
of any action taken, suffered or omitted by it under the provisions of this
Agreement in reliance upon such certificate.

                  (c)      The Rights Agent shall be liable hereunder to the
Company and any other Person only for its own gross negligence, bad faith or
willful misconduct (each as fully determined by a court of competent
jurisdiction). Anything in this Agreement to the contrary notwithstanding, in no
event shall the Rights Agent be liable for special, punitive, indirect,
incidental or consequential loss or damage of any kind whatsoever (including,
but not limited to, lost profits), even if the Rights Agent has been advised of
the possibility of such loss or damage. Any liability of the Rights Agent under
this Agreement shall be limited to the amount of fees paid by the Company to the
Rights Agent.

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

                  (e)      The Rights Agent shall not be liable for nor be under
any responsibility in respect of the validity of this Agreement or the execution
and delivery hereof (except the due authorization, execution and delivery 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 liable for
nor be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Right Certificate; nor shall it be
responsible for any change in the exercisability of the Rights (including any
Rights becoming null and void pursuant to Section 7(d) hereof) or any adjustment
in the terms of the Rights (including the manner, method or amount thereof)
provided for in Sections 7, 11, 13 and 23 hereof, or the ascertaining of the
existence of facts that would require any such change or adjustment (except with
respect to the exercise of Rights represented by Right Certificates after actual
notice that such change or adjustment is required); nor shall it by any act
hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any Preferred Shares or Common Shares 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.

                  (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.


                                       24
<Page>

                  (g)      The Rights Agent is hereby authorized and directed to
accept advice or instructions with respect to the performance of its duties
hereunder from any one of the Chairman of the Board, the Vice Chairman, the
President, any Vice President, the Secretary, any Assistant Secretary or the
Treasurer of the Company, and to apply to such officers for advice or
instructions in connection with its duties, and such advice or instructions
shall be full authorization and protection to the Rights Agent and the Rights
Agent shall incur no liability for or in respect of any action taken, suffered
or omitted to be taken by it in good faith in accordance with instructions of
any such officer. The Rights Agent shall be fully authorized and protected in
relying upon the most recent instructions received by any such officer.

                  (h)      The Rights Agent and any stockholder, affiliate,
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 pecuniary 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 the 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 Person.

                  (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, absent gross negligence, bad faith or
willful misconduct (each as finally determined by a court of competent
jurisdiction) in the selection and continued employment thereof.

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

         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 30 days' notice in writing mailed to the Company and to each
transfer agent of the Common Shares and Preferred Shares by registered or
certified mail, and to the holders of the Right Certificates by first class
mail. The Company may remove the Rights Agent or any successor Rights Agent upon
30 days' notice in writing, mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the Common Shares and
Preferred Shares by registered or certified mail, and to the holders of the
Right Certificates by first class mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting as such, the Company shall
appoint a successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of 30 days after giving notice of such removal or
after it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a Right Certificate
(who shall, with such notice, submit such holder's Right Certificate for
inspection by the Company), then the Company shall become the Rights Agent and
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 (i)
a Person organized and doing business under the laws of


                                       25
<Page>

the United States or of the States of New York or California (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 States of New York or California, in
good standing, having an office in New York or California, that is authorized
under such laws to conduct investor service business and is subject to
supervision or examination by federal or state authority and that has at the
time of its appointment as Rights Agent a combined capital and surplus of at
least $50,000,000, (ii) or an Affiliate or Subsidiary of such Person. 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 of this Agreement and so that the successor
Rights Agent may appropriately act as Rights Agent hereunder. Not later than the
effective date of any such appointment, the Company shall file notice thereof in
writing with the predecessor Rights Agent and each transfer agent of the Common
Shares and Preferred Shares, and mail a notice thereof in writing to the
registered holders of the Right Certificates. Failure to give any notice
provided for in this Section 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 Right Certificates to the
contrary, the Company may, at its option, issue new Right Certificates in such
form as may be approved by the Board of Directors in order to reflect any
adjustment or change in the Exercise Price and the number or kind or class of
shares or other securities or property purchasable upon exercise of the Rights
in accordance with the provisions of this Agreement.

         Section 23.       REDEMPTION OF RIGHTS.

                  (a)      Until the earliest of (i) the date of the first
Section 11(a)(ii) Event, (ii) the date of the first Section 13(a) Event or (iii)
the Expiration Date, a majority of the Board of Directors may, at their option,
direct the Company to redeem all, but not less than all, of the then outstanding
Rights at a redemption price of $.01 per Right, as such redemption price shall
be appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (the "Redemption Price"), and the
Company shall so redeem the Rights.

                  (b)      Immediately upon the action of a majority of the
Board of Directors directing the Company to redeem the Rights pursuant to
subsection (a) of this Section 23, or at such time and date thereafter as they
may specify, and without any further action and without any notice, the right to
exercise Rights shall terminate and the only right thereafter of the holders of
Rights shall be to receive the Redemption Price. Within 10 Business Days after
the date of such action, the Company shall promptly notify the Rights Agent in
writing of such redemption and shall give notice of such redemption to the
holders of Rights by mailing such notice to all holders of Rights at their last
addresses as they appear upon the registry books of the Rights Agent or, if
prior to the Distribution Date, on the registry books of the transfer agent for
the Common Shares. Any notice that is mailed. in the manner herein provided
shall be deemed given, whether or not the holder receives such notice, but
neither the failure to give any such


                                       26
<Page>

notice nor any defect therein shall affect the legality or validity of such
redemption. Each such notice of redemption shall 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, directly or indirectly, redeem, acquire or
purchase for value any Rights in any manner other than that specifically set
forth in Section 24 hereof or in this Section 23, and other than in connection
with the purchase of Common Shares prior to the earlier of the date of the first
Section 11(a)(ii) Event or the date of the first Section 13(a) Event.

                  (c)      The Company may, at its option, pay the Redemption
Price in cash, Common Shares, Preferred Shares, other equity securities of the
Company, debt securities of the Company, other property or any combination of
the foregoing, in each case having an aggregate Current Market Price on the
Redemption Date equal to the Redemption Price.

         Section 24.       EXCHANGE OF RIGHTS.

                  (a)      At any time after the 20% Ownership Date and prior to
the first date thereafter upon which a 20% Stockholder, together with all
Affiliates and Associates of such 20% Stockholder, shall be the Beneficial Owner
of 50% or more of the Voting Shares then outstanding, a majority of the Board of
Directors may, at their option, direct the Company to exchange all, but not less
than all, of the then outstanding Rights for Common Shares at an exchange ratio
of one Common Share per Right, as such exchange ratio shall be appropriately
adjusted to reflect any stock split, stock dividend, or similar transaction
involving Preferred Shares or Common Shares that occurs after the date hereof
(the "Exchange Ratio"), and the Company shall so exchange the Rights.

                  (b)      Immediately upon the action of a majority of the
Board of Directors directing the Company to exchange the Rights pursuant to
subsection (a) of this Section 24, or at such time and date thereafter as they
may specify, and without any further action and without any notice, the right to
exercise Rights shall terminate and the only right thereafter of the holder of a
Right shall be to receive a number of Common Shares equal to the Exchange Ratio.
Within 10 Business Days after the date of such action, the Company shall
promptly notify the Rights Agent in writing of such exchange and shall give
notice of such exchange to the holders of Rights by mailing such notice to all
holders of Rights at their last addresses as they appear upon the registry books
of the Rights Agent or, if prior to the Distribution Date, on the registry books
of the transfer agent for the Common Shares. Any notice that is mailed in the
manner herein provided shall be deemed given, whether or not the holder receives
such notice, but neither the failure to give any such notice nor any defect
therein shall affect the legality or validity of such exchange. Each such notice
of exchange shall state the method by which the Rights will be exchanged for
Common Shares. Neither the Company nor any of its Affiliates or Associates may,
directly or indirectly, redeem, acquire or purchase for value any Rights in any
manner other than that specifically set forth in Section 23 hereof or in this
Section 24, and other than in connection with the purchase of Common Shares
prior to the earlier of the date of the first Section 11(a)(ii) Event or the
date of the first Section 13(a) Event.

                  (c)      Notwithstanding the foregoing, in the event that the
aggregate number of Common Shares that are authorized by the Company's
Certificate of Incorporation but not outstanding or reserved for issuance for
purposes other than upon exercise or exchange of the


                                       27
<Page>

Rights is less than the aggregate number of Common Shares issuable upon the
exchange of the Rights in accordance with this Section 24 (the excess of such
number of authorized Common Shares over and above such number of issuable Common
Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then
the Company shall substitute for the pro rata portion of the Unavailable
Exchange Shares that would otherwise be issuable upon the exchange of the Rights
in accordance with this Section 24, (i) cash, (ii) other equity securities of
the Company (including, without limitation, Common Share Equivalents), (iii)
debt securities of the Company, (iv) other property or (v) any combination of
the foregoing, in each case having an aggregate Current Market Price equal to
the aggregate Current Market Price of the Unavailable Exchange Shares for which
substitution is made. Subject to Section 7(d) hereof, in the event that the
Company takes any action pursuant to this Section 24, such action shall apply
uniformly to all outstanding Rights.

         Section 25.       NOTICE OF CERTAIN EVENTS.

                  (a)      In the event that the Company shall propose (i) to
declare or pay any dividend payable on or make any distribution with respect to
its Common Shares or Preferred Shares (other than a regular quarterly cash
dividend), (ii) to offer to the holders of its Common Shares or Preferred Shares
options, rights or warrants to subscribe for or to purchase any additional
shares thereof or shares of stock of any class or any other securities, rights
or options, (iii) to effect any reclassification of its Common Shares or
Preferred Shares (other than a reclassification involving only the subdivision
of outstanding shares), (iv) to effect any consolidation or merger with or into,
or to effect any sale or other transfer (or to permit one or more of its
Subsidiaries to effect any sale or other transfer), in one or more transactions,
of more than 50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to
effect the liquidation, dissolution or winding up of the Company, then and in
each such case, the Company shall give to the Rights Agent and to each holder of
a Right Certificate, in accordance with Section 26 hereof, a notice of such
proposed action, that shall specify the record date for the purpose of such
dividend or distribution, or the date upon 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 record of
the Common Shares or Preferred Shares, if any such date is to be fixed, and such
notice shall be so given in the case of any action covered by clause (i) or (ii)
above at least 20 days prior to the record date for determining holders of the
Common Shares or Preferred Shares for purposes of such action, and in the case
of any such other action, at least 20 days prior to the date of the taking of
such proposed action or the date of participation therein by the holders of the
Common Shares or Preferred Shares, whichever date shall be the earlier. The
failure to give the notice required by this Section 25 or any defect therein
shall not affect the legality or validity of the action taken by the Company or
the vote upon any such action.

                  (b)      As soon as practicable after the occurrence of each
Section 11(a)(ii) Event and each Section 13(a) Event, the Company shall give to
the Rights Agent and to each holder of a Right Certificate, in accordance with
Section 26 hereof, a notice of the occurrence of such event, specifying the
event and the consequences of the event to holders of Rights under Sections 11
and 13 hereof.


                                       28
<Page>

         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
overnight courier or certified mail, postage prepaid, addressed (until another
address is filed in writing with the Rights Agent) or by facsimile transmission
as follows:

                  California Amplifier, Inc.
                  460 Calle San Pablo
                  Camarillo, California 93010
                  Attention:        Chief Executive Officer
                  Fax: (805) 482-5842

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 overnight courier or certified mail, postage prepaid, addressed
(until another address is filed in writing with the Company) to the designated
office of the Rights Agent as follows:

                  Mellon Investor Services LLC
                  400 South Hope Street
                  Los Angeles, California  90071
                  Attention:        Relationship Manager
                  Fax: (213) 553-9735

                  with a copy to:

                  Mellon Investor Services LLC
                  85 Challenger Road
                  Ridgefield Park, NJ  07660
                  Attention:        General Counsel
                  Fax: (201) 296-4004

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

         Section 27.       SUPPLEMENTS AND AMENDMENTS.

                  (a)      A majority of the Board of Directors may, from time
to time, without the approval of any holders of Rights, direct the Company and
the Rights Agent to supplement or amend any provision of this Agreement in any
manner, whether or not such supplement or amendment is adverse to any holder of
Rights, and the Company and the Rights Agent shall, subject to the other
provisions of this section, so supplement or amend such provision; provided,
however, that from and after the earliest of (i) the date of the first Section
l1(a)(ii) Event, (ii) the date of the first Section 13(a) Event, (iii) the
Redemption Date or (iv) the Expiration Date, this Agreement shall not be
supplemented or amended in any manner that would materially and adversely affect
any holder of outstanding Rights other than a 20% Stockholder or a Surviving


                                       29
<Page>

Person. Upon 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 and provided such supplement or amendment does
not change or increase the Rights Agent's duties, rights, liabilities or
obligations hereunder, the Rights Agent shall execute such supplement or
amendment.

                  (b)      From and after the earlier of the date of the first
Section 11(a)(ii) Event or the date of the first Section 13(a) Event and prior
to the earlier of the Redemption Date or the Expiration Date, the Company shall
not effect any amendment to the Certificate of Designations for the Preferred
Shares that would materially and adversely affect the rights, privileges or
preferences of the Preferred Shares without the prior approval of the holders of
two-thirds or more of the then outstanding Rights.

         Section 28.       CERTAIN COVENANTS. Subject to Section 27 hereof and
the other provisions of this Agreement, from and after the earlier of the date
of the first Section 11(a)(ii) Event or the date of the first Section 13(a)
Event and prior to the earlier of the Redemption Date or the Expiration Date,
the Company shall not (a) issue or sell, or permit any Subsidiary to issue or
sell, to a 20% Stockholder or a Surviving Person, or any Affiliate or Associate
of a 20% Stockholder or a Surviving Person, or any Person holding Voting Shares
of the Company that are Beneficially Owned by a 20% Stockholder or a Surviving
Person, (i) any rights, options, warrants or convertible securities on terms
similar to, or that materially adversely affect the value of, the Rights or (ii)
Preferred Shares, Common Shares or shares of any other class of capital stock,
if such sale is intended to or would materially adversely affect the value of
the Rights, or (b) take any other action that is intended to or would materially
adversely affect the value of the Rights.

         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. Nothing in this Agreement
shall be construed to give to any Person other than the Company, the Rights
Agent, the registered holders of the Right Certificates (other than those
representing Rights that have become null and void) and the certificates for
Common Shares representing Rights (other than those Rights that have become null
and void) any legal or equitable right, remedy or claim under this Agreement,
and this Agreement shall be for the sole and exclusive benefit of the Company,
the Rights Agent, such registered holders of Right Certificates and such
certificates for Common Shares representing Rights.

         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 and each Right
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such state


                                       30
<Page>

applicable to contracts made and performed entirely within such state; provided,
however, that all provisions regarding the rights, duties and obligations of the
Rights Agent shall be governed by and construed in accordance with the laws of
the State of New York applicable to contracts made and to be performed entirely
within such State.

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

         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.

         Section 35.       DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS,
ETC.. The Board of Directors shall have the exclusive power and authority to
administer this Agreement and to exercise the rights and powers specifically
granted to the Board of Directors or to the Company. All Such actions,
calculations, interpretations and determinations that are done or made by the
Board of Directors of the Company in good faith shall be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights, as such,
and all other Persons. The Rights Agent shall always be entitled to assume that
the Company's Board of Directors acted in good faith and shall be fully
protected and incur no liability in reliance thereon.

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

Attest:                                       CALIFORNIA AMPLIFIER, INC.



By:  /s/ Richard K. Vitelle                   By: /s/ Fred Sturm
     -----------------------------------          ------------------------------
     Name:  Richard K. Vitelle                    Name:    Fred Sturm
     Title: Vice President and                    Title:   President and Chief
            Chief Financial Officer                        Executive  Officer



Attest:                                       MELLON INVESTOR SERVICES LLC



By:  /s/ Raymond Torres                       By: /s/ Ronald Lug
     -----------------------------------          ------------------------------
     Name:  Raymond Torres                        Name:    Ronald Lug
     Title: AVP                                   Title:   Vice President


                                       31
<Page>


                                    EXHIBIT A

                           CERTIFICATE OF DESIGNATIONS
                                       OF
            SERIES A JUNIOR PARTICIPATING CUMULATIVE PREFERRED STOCK
                                 $.01 Par Value

                                       of

                           CALIFORNIA AMPLIFIER, INC.

               Pursuant to Section 151 of the General Corporation
                          Law of the State of Delaware

         We, Barry W. Hall, Chairman and Chief Executive Officer, and Michael R.
Ferron, Corporate Secretary, of California Amplifier, Inc., a corporation
organized and existing under the General Corporation Law of the State of
Delaware, in accordance with the provisions of Section 103 thereof, DO HEREBY
CERTIFY:

         That pursuant to the authority conferred upon the Board of Directors by
the Certificate of Incorporation of the Corporation, the Board of Directors on
September 5, 1991 adopted the following resolution creating a series of seven
hundred fifty thousand (750,000) shares of Preferred Stock, par value $.01 per
share, designated as Series A Junior Participating Cumulative Preferred Stock:

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation in accordance with the provisions of its
Certificate of Incorporation, a series of Preferred Stock of the Corporation be,
and it hereby is, created, and that the designation and amount thereof and the
voting powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof, are as follows:

         Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as Series A Junior Participating Cumulative Preferred Stock, par
value $.01 per share (the "Series A Preferred Stock"), and the number of shares
constituting such series shall be seven hundred fifty thousand (750,000).

         Section 2.  DIVIDENDS AND DISTRIBUTIONS.

                  (a)      The holders of shares of Series A Preferred Stock, in
preference to the holders of shares of Common Stock, $.01 per share, of the
Corporation (the "Common Stock") and of any other junior stock of the
Corporation that may be outstanding,- 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 tenth day of January, April,
July and October 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
Series A Preferred Stock, in an amount per share (rounded to the


                                       1
<Page>

nearest cent) equal to the greater of (i) $.25 per share ($1.00 per annum), or
(ii) subject to the provision for adjustment hereinafter set forth, 100 times
the aggregate per share amount of all cash dividends, and 100 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 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
Series A Preferred Stock. In the event that the Corporation shall at any time
declare or pay any dividend on Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise) into a greater or
lesser number of shares of Common Stock, then and in each such event, the amount
to which the holder of each share of Series A Preferred Stock was entitled
immediately prior to such event under clause (ii) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event, and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

                  (b)      The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in paragraph (a) of
this Section 2 immediately after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares of Common Stock);
provided, however, that 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 $.25 per share ($1.00 per annum) on the Series A 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 Series A Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series A
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 Series A Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which cases such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall cumulate but shall not bear interest. Dividends paid on
the shares of Series A Preferred Stock in an amount less than the total amount
of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 60 days prior to the date fixed for the payment thereof.

         Section 3.  VOTING RIGHTS. The holders of shares of Series A Preferred
Stock shall have the following voting rights:


                                       2
<Page>

                  (a)      Each share of Series A Preferred Stock shall entitle
the holder thereof to 100 votes (and each one one-hundredth of a share of Series
A Preferred Stock shall entitle the holder thereof to one vote) on all matters
submitted to a vote of the stockholders of the Corporation. In the event that
the Corporation shall at any time declare or pay any dividend on Common Stock
payable in shares of Common Stock or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then and in each such event,
the number of votes per share to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event, and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  (b)      Except as otherwise provided in the Certificate of
Incorporation of the Corporation or herein or by law, the holders of shares of
Series A 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)      In addition, the holders of shares of Series A
Preferred Stock shall have the following special voting rights:

                           (i)      In the event that at any time dividends on
Series A Preferred Stock, whenever accrued and whether or not consecutive, shall
not have been paid or declared and a sum sufficient for the payment thereof set
aside, in an amount equivalent to six quarterly dividends on all shares of
Series A Preferred Stock at the time outstanding, then and in each such event,
the holders of shares of Series A Preferred Stock and each other series of
preferred stock row or hereafter issued that shall be accorded such class voting
right by the Board of Directors and that shall have the right to elect three
directors as the result of a prior or subsequent default in payment of dividends
on such series (each such other series being hereinafter called "Other Series of
Preferred Stock"), voting separately as a class without regard to series, shall
be entitled to elect three directors at the next annual meeting of stockholders
of the Corporation, in addition to the directors to be elected by the holders of
all shares of the Corporation entitled to vote for the election of directors,
and the holders of all shares (including the Series A Preferred Stock) otherwise
entitled to vote for directors, voting separately as a class, shall be entitled
to elect the remaining members of the Board of Directors, provided that the
Series A Preferred Stock and each Other Series of Preferred Stock, voting as a
class, shall not have the right to elect more than three directors. Such special
voting right of the holders of shares of Series A Preferred Stock may be
exercised until all dividends in default on the Series A Preferred Stock shall
have been paid in full or declared and funds sufficient therefor set aside, and
when so paid or provided for, such special voting right of the holders of shares
of Series A Preferred Stock shall cease, but subject always to the same
provisions for the vesting of such special voting rights in the event of any
such future dividend default or defaults.

                           (ii)     At any time after such special voting rights
shall have so vested in the holders of shares of Series A Preferred Stock, the
Secretary of the Corporation may, and upon the written request of the holders of
record of 10% or more in number of the shares of


                                       3
<Page>

Series A Preferred Stock and each Other Series of Preferred Stock then
outstanding addressed to the Secretary at the principal executive office of the
Corporation shall, call a special meeting of the holders of shares of Preferred
Stock so entitled to vote, for the election of the directors to be elected by
them as herein provided, to be held within 60 days after such call and at the
place and upon the notice provided by law and in the Bylaws for the holding of
meetings of stockholders; provided, however, that the Secretary shall not be
required to call such special meeting in the case of any such request received
less than 90 days before the date fixed for any annual meeting of stockholders,
and if in such case such special meeting is not called or held, the holders of
shares of Preferred Stock so entitled to vote shall be entitled to exercise the
special voting rights provided in this paragraph at such annual meeting. If any
such special meeting required to be called as above provided shall not be called
by the Secretary within 30 days after receipt of any such request, then the
holders of record of 10% or more in number of the shares of Series A Preferred
Stock and each Other Series of Preferred Stock then outstanding may designate in
writing one of their number to call such meeting, and the person so designated
may, at the expense of the Corporation, call such meeting to be held at the
place and upon the notice given by such person, and for that purpose shall have
access to the stock books of the Corporation. No such special meeting and no
adjournment thereof shall be held on a date later than 60 days before the annual
meeting of stockholders. If, at any meeting so called or at any annual meeting
held while the holders of shares of Series A Preferred Stock have the special
voting rights provided for in this paragraph, the holders of not less than 40%
of the aggregate voting power of Series A Preferred Stock and each Other Series
of Preferred Stock then outstanding are present in person or by proxy, which
percentage shall be sufficient to constitute a quorum for the election of
additional directors as herein provided, the then authorized number of directors
of the Corporation shall be increased by three, as of the time of such special
meeting or the time of the first such annual meeting held while such holders
have special voting rights and such quorum is present, and the holders of shares
of Series A Preferred Stock and each Other Series of Preferred Stock, voting as
a class, shall be entitled to elect the additional directors so provided for. If
the directors of the Corporation are then divided into classes under provisions
of the Certificate of Incorporation of the Corporation or the Bylaws, the three
additional directors shall be members of those respective classes of directors
in which a vacancy is created as a result of such increase in the authorized
number of directors. If the foregoing expansion of the size of the Board of
Directors shall not be valid under applicable law, then the holders of shares of
Series A Preferred Stock and of each Other Series of Preferred Stock, voting as
a class, shall be entitled, at the meeting of stockholders at which they would
otherwise have voted, to elect directors to fill any then existing vacancies on
the Board of Directors, and shall additionally be entitled, at such meeting and
each subsequent meeting of stockholders at which directors are elected, to elect
all of the directors then being elected until by such class vote three members
of the Board of Directors have been so elected.

                           (iii)    Upon the election at such meeting by the
holders of shares of Series A Preferred Stock and each Other Series of Preferred
Stock, voting as a class, of the directors they are entitled so to elect, the
persons so elected, together with such persons as may be directors or as may
have been elected as directors by the holders of all shares (including Series A
Preferred Stock) otherwise entitled to vote for directors, shall constitute the
duly elected directors of the Corporation. The additional directors so elected
by holders of shares of Series A Preferred Stock and each Other Series of
Preferred Stock, voting as a class,, shall serve until the next annual meeting
or until their respective successors shall be elected and qualified, or if any


                                       4
<Page>

such director is a member of a class of directors under provisions dividing the
directors into classes, each such director shall serve until the annual meeting
at which the term of office of such director's class shall expire or until such
director's successor shall be elected and shall qualify, and at each subsequent
meeting of stockholders at which the directorship of any director elected by the
vote of holders of shares of Series A Preferred Stock and each Other Series of
Preferred Stock under the special voting rights set forth in this paragraph is
up for election, said special class voting rights shall apply in the reelection
of such director or in the election of such directors successor; provided,
however, that whenever the holders of shares of Series A Preferred Stock and
each Other Series of Preferred Stock shall be divested of the special rights to
elect three directors as above provided, the terms of office of all persons
elected as directors by the holders of shares of Series A Preferred Stock and
each Other Series of Preferred Stock, voting as a class, or elected to fill any
vacancies resulting from the death, resignation, or removal of directors so
elected by the holders of shares of Series A Preferred Stock and each Other
Series of Preferred Stock, shall forthwith terminate (and the number of
directors shall be reduced accordingly).

                           (iv)     If, at any time after a special meeting of
stockholders or an annual meeting of stockholders at which the holders of shares
of Series A Preferred Stock and each Other Series of Preferred Stock, voting as
a class, have elected directors as provided above, and while the holders of
shares of Series A Preferred Stock and each Other Series of Preferred Stock
shall be entitled so to elect three directors, the number of directors who have
been elected by the holders of shares of Series A Preferred Stock and each Other
Series of Preferred Stock (or who by reason of one or more resignations, deaths
or removals have succeeded any directors so elected) shall by reason of
resignation, death or removal be less than three but at least one, the vacancy
in the directors so elected by the holders of shares of the Series A Preferred
Stock and each Other Series of Preferred Stock may be filled by the remaining
director or directors elected by such holders. In the event that such election
shall not occur within 30 days after such vacancy arises, or in the event that
there shall not be incumbent at least one director so elected by such holders,
the Secretary of the Corporation may, and upon the written request of the
holders of record of 10% or more in number of the shares of Series A Preferred
Stock and each Other Series of Preferred Stock then outstanding addressed to the
Secretary at the principal office of the Corporation shall, call a special
meeting of the holders of shares of Series A Preferred Stock and each Other
Series of Preferred Stock so entitled to vote, for an election to fill such
vacancy or vacancies, to be held within 60 days after such call and at the place
and upon the notice provided by law and in the Bylaws for the holding of
meetings of stockholders; provided, however, that the Secretary shall not be
required to call such special meeting in the case of any such request received
less than 90 days before the date fixed for any annual meeting of stockholders,
and if in such case such special meeting is not called, the holders of shares of
Preferred Stock so entitled to vote shall be entitled to fill such vacancy or
vacancies at such annual meeting. If any such special meeting required to be
called as above provided shall not be called by the Secretary within 30 days
after receipt of any such request, then the holders of record of 10% or more in
number of the shares of Series A Preferred Stock and each Other Series of
Preferred Stock then outstanding may designate in writing one of their number to
call such meeting, and the person so designated may, at the expense of the
Corporation, call such meeting to be held at the place and upon the notice above
provided, and for that purpose shall have access to the stock books of the
Corporation; no such special meeting and no adjournment thereof shall be held on
a date later than 60 days before the annual meeting of stockholders.


                                       5
<Page>

                  (d)      Nothing herein shall prevent the directors or
stockholders from taking any action to increase the number of authorized shares
of Series A Preferred Stock, or increasing the number of authorized shares of
Preferred Stock of the same class as the Series A Preferred Stock or the number
of authorized shares of Common Stock, or changing the par value of the Common
Stock or Preferred Stock, or issuing options, warrants or rights to any class of
stock of the Corporation as authorized by the Certificate of Incorporation of
the Corporation, as it may hereafter be amended.

                  (e)      Except as set forth herein, holders of shares of
Series A Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote as set
forth in the Certificate of Incorporation of the Corporation or herein or by
law) for taking any corporate action.

         Section 4.  CERTAIN RESTRICTIONS.

                  (a)      Whenever any dividends or other distributions payable
on the Series A Preferred Stock as provided in Section 2 hereof are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Preferred Stock outstanding shall have
been paid in full, the Corporation shall not, directly or indirectly:

                           (i)      declare or pay dividends on, or make any
other distributions with respect to, any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock;

                           (ii)     declare or pay dividends on, or make any
other distributions with respect to, any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except dividends paid ratably on shares of the Series
A Preferred Stock and all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of all such
shares are then entitled;

                           (iii)    redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such junior stock in exchange for shares of any stock of
the Corporation ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series A Preferred Stock; or

                           (iv)     purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock, or any shares of stock
ranking on a parity with the Series A Preferred Stock, except in accordance with
a purchase offer made in writing or by publication (as determined by the Board
of Directors) to all holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable treatment among the
respective series or classes.

                  (b) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration, directly or
indirectly, any shares of stock of the


                                       6
<Page>

Corporation unless the Corporation could, under paragraph (a) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

         Section 5. REACQUIRED SHARES. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
preferred stock, without designation as to series, and may be reissued as part
of any series of preferred stock created by resolution or resolutions of the
Board of Directors (including Series A Preferred Stock), subject to the
conditions and restrictions on issuance set forth herein.

         Section 6.  LIQUIDATION, DISSOLUTION OR WINDING UP.  Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made to:

                  (a)      the holders of shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received the greater of (i) $1.00 per share ($.01 per
one one-hundredth of a share), plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment, or (ii) an aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to 100 times the aggregate amount to
be distributed per share to holders of shares of Common Stock; or

                  (b)      the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all other such parity stock in proportion to the total
amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up.

In the event that the Corporation shall at any time declare or pay any dividend
on Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
'Common Stock, then and in each such event, the aggregate amount to which the
holder of each share of Series A Preferred Stock was entitled immediately prior
to such event under the proviso in clause (a) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such event, and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         Section 7. CONSOLIDATION, MERGER, ETC. In the event that the
Corporation shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or changed
into other stock or securities, cash and/or any other property, or otherwise
changed, then and in each such event, the shares of Series A Preferred Stock
shall at the same time be similarly exchanged or changed in an amount per share
(subject to the provision for adjustment hereinafter set forth) equal to 100
times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of
Common Stock is changed or exchanged. In the event that the Corporation


                                       7
<Page>

shall at any time declare or pay any dividend on Common Stock payable in shares
of Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise) into a
greater or lesser number of shares of Common Stock, then and in each such event,
the amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Preferred Stock shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event, and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

         Section 8.  NO REDEMPTION.  The shares of Series A Preferred Stock
shall not be redeemable. Notwithstanding the foregoing, the Corporation may
acquire shares of Series A Preferred Stock in any other manner permitted by law,
the Certificate of Incorporation of the Corporation or herein.

         Section 9.  RANK.  Unless otherwise provided in the Certificate of
Incorporation of the Corporation or a Certificate of Designations relating to a
subsequent series of preferred stock of the Corporation, the Series A Preferred
Stock shall rank junior to all other series of the Corporation's preferred stock
as to the payment of dividends and the distribution of assets on liquidation,
dissolution or winding up, and senior to the Common Stock of the Corporation.

         Section 10.  AMENDMENT.  The Certificate of Incorporation of the
Corporation shall not be amended in any manner that would materially and
adversely alter or change the powers, preferences or special rights of the
Series A Preferred Stock without the affirmative vote of the, holders of at
least two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single series.

         Section 11. FRACTIONAL SHARES. Series A Preferred Stock may be issued
in fractions of a share (in one one-hundredths (1/100) of a share and integral
multiples thereof) that shall entitle the holder thereof, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and have the benefit of all other rights of holders
of shares of Series A Preferred Stock.

         IN WITNESS WHEREOF, we have executed and subscribed this Certificate
and do affirm the foregoing as true under the penalties of perjury this day of
September, 2001.


                             ---------------------------------------------------
                             Barry W. Hall, Chairman and Chief Executive Officer

Attest:



---------------------------------
Michael R. Ferron,
Corporate Secretary


                                       8
<Page>

                                    EXHIBIT B

                                     FORM OF
                                RIGHT CERTIFICATE

Certificate No. R-____                                              _____ Rights

                  NOT EXERCISABLE AFTER SEPTEMBER 5, 2011 OR EARLIER IF REDEEMED
                  OR EXCHANGED. THE RIGHTS ARE SUBJECT TO REDEMPTION AND
                  EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER
                  CERTAIN CIRCUMSTANCES SPECIFIED IN THE RIGHTS AGREEMENT,
                  RIGHTS BENEFICIALLY OWNED BY CERTAIN PERSONS OR ANY SUBSEQUENT
                  HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.

                                Right Certificate

                           CALIFORNIA AMPLIFIER, 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 and conditions of the
Amended and Restated Rights Agreement (the "Rights Agreement") dated as of
September 5, 1991, as amended and restated as of September 5, 2001 by and
between California Amplifier, Inc., a Delaware corporation (the "Company"), and
Mellon Investor Services LLC, a New Jersey limited liability company (the
"Rights Agent"), to purchase from the Company at any time prior to the earlier
of the Redemption Date (as such term is defined in the Rights Agreement) or 5:00
o'clock p.m., Pacific time, on September 5, 2011, at the office of the Rights
Agent designated for such purpose, or at the office of its successor as Rights
Agent, one one-hundredth of a fully paid and nonassessable share of Series A
Junior Participating Cumulative Preferred Stock, par value $.01 per share, of
the Company (a "Preferred Share") or, in certain circumstances, other securities
or other property, at a purchase price of fifty dollars ($50.00) per one
one-hundredth of a Preferred Share (the "Exercise Price"), upon presentation and
surrender of this Right Certificate with the Form of Election to Purchase,
including Certificate, on the reverse side hereof completed and duly executed,
with signature guaranteed.

         The number of Rights represented by this Right Certificate and the
Exercise Price set forth above are the number of Rights and the Exercise Price
as of September 5, 2001, based upon the Preferred Shares as constituted on such
date. As provided in the Rights Agreement, the Exercise Price and the number of
Preferred Shares or other securities or other property that may be purchased
upon the exercise of the Rights represented by this Right Certificate are
subject to modification and adjustment upon the occurrence of certain events.

         The Rights Agreement contains a full description of the rights,-
limitations of rights, obligations, duties and immunities of the Rights Agent,
the Company and the holders of Right Certificates. This Right Certificate is
subject to all the terms and conditions of the Rights


                                       1
<Page>

Agreement, which terms and conditions are hereby incorporated herein by
reference and made a part hereof. Copies of the Rights Agreement are on file at
the principal executive offices of the Company and at the offices of the Rights
Agent designated for such purpose.

         This Right Certificate, with or without other Right Certificates, upon
presentation and surrender at the offices of the Rights Agent designated for
such purpose, with the Form of Assignment, including Certificate, on the reverse
side hereof properly completed and duly executed, with signature guaranteed, may
be exchanged for another Right Certificate or Right Certificates of like tenor
and date representing Rights entitling the holder thereof to purchase a like
aggregate number of Preferred Shares or, in certain circumstances, other
securities or other property, as the Rights represented 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 the surrender hereof with the Form of Election to
Purchase, including Certificate, on the reverse side hereof properly completed
and duly executed, with signature guaranteed, another Right Certificate or Right
Certificates for the number of whole Rights not exercised. Subject to the
provisions of the Rights Agreement, the Rights represented by this Right
Certificate may be redeemed by the Company, at its option, at a redemption price
of $.01 per Right or, upon the occurrence of certain events, the Company, at its
option, may exchange such Rights for fully paid and nonassessable shares of
Common Stock, par value $.01 per share, of the Company at an exchange ratio of
one share per Right, which exchange ratio is subject to adjustment upon the
occurrence of certain events.

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

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


                                       2
<Page>

         WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal, dated as of September 5, 2001.

Attest:                                      CALIFORNIA AMPLIFIER, INC.



By:                                          By:
     --------------------------------             ------------------------------
     Name:                                        Name:     Fred Sturm
     Title:                                       Title:    President and Chief
                                                            Executive  Officer

Countersigned

MELLON INVESTOR SERVICES LLC



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


                                       3
<Page>

                      Form of Reverse of Right Certificate

                               FORM OF ASSIGNMENT

             (To be executed by the registered holder if such holder
                  desires to transfer any or all of the Rights
                     represented by this Right Certificate)

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

--------------------------------------------------------------------------------
  (Name, address and social security or other identifying number of transferee)

_______________________________ (_________) of the Rights represented by this
Right Certificate, together with all right, title and interest in and to said
Rights, and hereby irrevocably constitutes and appoints __________________
attorney to transfer said Rights on the books of California Amplifier, Inc. with
full power of substitution.


Dated:  __________________ , 20__
                                     -------------------------------------------
                                     (Signature)

Signature Guaranteed:

                                   CERTIFICATE

                           (to be completed, if true)

         The undersigned hereby certifies that the Rights represented by this
Right Certificate are not Beneficially Owned by a 20% Stockholder or an
Affiliate or Associate of a 20% Stockholder (as such capitalized terms are
defined in the Rights Agreement).


Dated:  __________________ , 20__
                                     -------------------------------------------
                                     (Signature)


Signature Guaranteed:


                                       1
<Page>

                                     NOTICE

         The signatures to the foregoing Assignment and the foregoing
Certificate, if applicable, must correspond to the name as written upon the face
of this Right Certificate in every particular, without alteration or enlargement
or any change whatsoever, and must be guaranteed by a member firm of a
registered national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an office
or correspondent in the United States.

         In the event that the foregoing Certificate is not duly executed, with
signature guaranteed, the Company may deem the Rights represented by this Right
Certificate to be Beneficially Owned by a 20% Stockholder or an Affiliate or
Associate of a 20% Stockholder (as such capitalized terms are defined in the
Rights Agreement), and not issue any Right Certificate or Right Certificates in
exchange for this Right Certificate.


                                       2
<Page>


                          FORM OF ELECTION TO PURCHASE

             (To be executed by the registered holder if such holder
                  desires to exercise any or all of the Rights
                     represented by this Right Certificate)

To California Amplifier, Inc.:

         The undersigned hereby irrevocably elects to exercise
_______________________________ (______) of the Rights represented by this Right
Certificate to purchase the following:

(Check one of the following boxes)

| |      the Preferred Shares or other securities or property issuable upon the
         exercise of said number of Rights pursuant to Section 7(b) of the
         Rights Agreement.

| |      the shares of the Common Stock, par value $01 per share, of the
         Company, or other securities or property issuable upon the exercise of
         said number of Rights pursuant to Section 11(a)(ii) of the Rights
         Agreement.

| |      the securities issuable upon the exercise of said number of Rights
         pursuant to Section 13(a) of the Rights Agreement.

         The undersigned hereby requests that any such property and a
certificate for any such securities be issued in the name of and delivered to:

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

--------------------------------------------------------------------------------
  (Name, address and social security or other identifying number of transferee)

         The undersigned hereby further requests that if said number of Rights
shall not be all the Rights represented by this Right Certificate, a new Right
Certificate for the remaining balance of such Rights be issued in the name of
and delivered to:

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

--------------------------------------------------------------------------------
  (Name, address and social security or other identifying number of transferee)


Dated:  __________________ , 20__
                                     -------------------------------------------
                                     (Signature)


Signature Guaranteed:


                                       3
<Page>

                                   CERTIFICATE

                           (to be completed, if true)

         The undersigned hereby certifies that the Rights represented by this
Right Certificate are not Beneficially Owned by a 20% Stockholder or an
Affiliate or Associate of a 20% Stockholder (as such capitalized terms are
defined in the Rights Agreement).


Dated:  __________________ , 20__
                                     -------------------------------------------
                                     (Signature)

Signature Guaranteed:

                                                    NOTICE

         The signatures to the foregoing Assignment and the foregoing
Certificate, if applicable, must correspond to the name as written upon the face
of this Right Certificate in every particular, without alteration or enlargement
or any change whatsoever, and must be guaranteed by a member firm of a
registered national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an office
or correspondent in the United States.

         In the event that the foregoing Certificate is not duly executed, with
signature guaranteed, the Company may deem the Rights represented by this Right
Certificate to be Beneficially Owned by a 20% Stockholder or an Affiliate or
Associate of a 20% Stockholder (as such capitalized terms are defined in the
Rights Agreement), and not issue any property or certificate for securities upon
the exercise of this Right Certificate or issue any new Right Certificate for
any remaining balance of unexercised Rights represented by this Right
Certificate.


                                       4